Common use of Company SEC Documents; Financial Statements Clause in Contracts

Company SEC Documents; Financial Statements. Since January 1, 2021, the Company has timely filed with or otherwise furnished to (as applicable) the SEC, and made available to Parent, all registration statements, prospectuses, forms, reports, definitive proxy statements, schedules, certifications and documents and related exhibits and all other information incorporated therein required to be filed or furnished by it under the Securities Act or the Exchange Act, as the case may be, together with all certifications required pursuant to the Xxxxxxxx-Xxxxx Act of 2002, as amended (the “Xxxxxxxx-Xxxxx Act”) (such documents and any other documents filed or furnished by the Company with the SEC with any exhibits and schedules thereto and other information incorporated by reference or otherwise hyperlinked therein, as have been supplemented, modified or amended since the time of filing, collectively, the “Company SEC Documents”). As of their respective filing dates and, if supplemented, modified or amended since the time of filing, as of the date of the most recent supplement, modification or amendment, the Company SEC Documents (a) did not contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary in order to make the statements made therein, in light of the circumstances under which they were made, not misleading and (b) complied as to form in all material respects with all applicable requirements of Nasdaq, the Exchange Act, the Securities Act and the Xxxxxxxx-Xxxxx Act, as the case may be, and the applicable rules and regulations promulgated thereunder, in each case as in effect on the date each such document was filed with or furnished to the SEC. None of the Company Subsidiaries is currently required to file periodic reports with the SEC or under any applicable foreign securities Law or to any foreign securities exchange or quotation service. As of the date of this Agreement, there are no outstanding or unresolved comments received from the SEC with respect to any Company SEC Documents. The Company has complied with and is in compliance in all material respects with the applicable provisions of the Exchange Act, the Securities Act, the SEC and with the Xxxxxxxx-Xxxxx Act and the applicable listing and corporate governance rules, regulations and requirements of Nasdaq. The audited consolidated financial statements and unaudited consolidated interim financial statements (including, in each case, any notes thereto) of the Company and the consolidated Company Subsidiaries included in or incorporated by reference into the Company SEC Documents (collectively, the “Company Financial Statements”) (i) were, except as may be indicated in the notes thereto, prepared in accordance with GAAP (as in effect in the United States on the date of such Company Financial Statement) applied on a consistent basis during the periods involved except, in the case of unaudited statements, for normal year-end adjustments and the absence of notes that will not be material in amount or effect as permitted by SEC rules and regulations, (ii) present fairly, in all material respects, the consolidated financial position of the Company and the consolidated Company Subsidiaries and the results of their operations and their cash flows as of the dates and for the periods referred to therein (except as may be indicated in the notes thereto or, in the case of interim financial statements, for normal year-end adjustments that were not or will not be material in amount or effect) and (iii) have been prepared from and are in accordance with the books, records and accounts of the Company and the Company Subsidiaries. There are no unconsolidated Subsidiaries of the Company. No securitization transactions or other off-balance sheet arrangements exist or have been effected by the Company or the Company Subsidiaries since January 1, 2021.

Company SEC Documents; Financial Statements. (a) Since January 1December 31, 20212021 (the “Applicable Date”), the Company has timely filed or furnished with or otherwise furnished to (as applicable) the SEC, and made available to Parenton a timely basis, all registration statements, prospectuses, forms, reports, definitive proxy statementscertifications, schedules, certifications statements and documents and related exhibits and all other information incorporated therein required to be filed or furnished by it under the Securities Act or the Exchange Act, as the case may be, together with all certifications required pursuant to the Xxxxxxxx-Xxxxx Act of 2002, as amended (the “Xxxxxxxx-Xxxxx Act”) respectively (such documents forms, reports, certifications, schedules, statements and any other documents filed or furnished by the Company with the SEC with any exhibits and schedules thereto and other information incorporated by reference or otherwise hyperlinked therein, as have been supplemented, modified or amended since the time of filingdocuments, collectively, the “Company SEC Documents”). As of their respective filing dates anddates, if supplemented, modified or amended since the time each of filing, as of the date of the most recent supplement, modification or amendment, the Company SEC Documents (a) did Documents, as amended, complied, or if not contain any untrue statement of a material fact yet filed or omit to state a material fact required to be stated therein or necessary in order to make the statements made thereinfurnished, in light of the circumstances under which they were madewill comply, not misleading and (b) complied as to form in all material respects with all the applicable requirements of Nasdaqthe Securities Act, the Exchange Act, the Securities Act and the Xxxxxxxx-Xxxxx Act, as the case may be, and the applicable rules and regulations promulgated thereunderof the SEC thereunder applicable to such Company SEC Documents, in each case as in effect on and none of the Company SEC Documents contained, when filed (or, if amended prior to the date each of this Agreement, as of the date of such document was amendment with respect to those disclosures that are amended), or if filed with or furnished to the SEC. None of the Company Subsidiaries is currently required SEC subsequent to file periodic reports with the SEC or under any applicable foreign securities Law or to any foreign securities exchange or quotation service. As of the date of this Agreement, there are no outstanding will contain any untrue statement of a material fact or unresolved comments received from omitted to state a material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they were made, not misleading. (b) The financial statements of the Company included in the Company SEC Documents, including all notes and schedules thereto, complied, or, in the case of Company SEC Documents filed after the date of this Agreement, will comply in all material respects, when filed (or if amended prior to the date of this Agreement, as of the date of such amendment) with the rules and regulations of the SEC with respect to any Company SEC Documents. The Company has complied with and is thereto, were, or in compliance in all material respects with the applicable provisions case of the Exchange Act, the Securities Act, the SEC and with the Xxxxxxxx-Xxxxx Act and the applicable listing and corporate governance rules, regulations and requirements of Nasdaq. The audited consolidated financial statements and unaudited consolidated interim financial statements (including, in each case, any notes thereto) of the Company and the consolidated Company Subsidiaries included in or incorporated by reference into the Company SEC Documents (collectivelyfiled after the date of this Agreement, the “Company Financial Statements”) (i) were, except as may will be indicated in the notes thereto, prepared in accordance with GAAP (as in effect generally accepted accounting principles in the United States on the date of such Company Financial Statement(“GAAP”) applied on a consistent basis during the periods involved except, in the case of unaudited statements, for normal year-end adjustments and the absence of notes that will not be material in amount or effect as permitted by SEC rules and regulations, (ii) present fairly, in all material respects, the consolidated financial position of the Company and the consolidated Company Subsidiaries and the results of their operations and their cash flows as of the dates and for the periods referred to therein (except as may be indicated in the notes thereto or, in the case of interim financial the unaudited statements, for as permitted by Rule 10-01 of Regulation S-X of the SEC) and fairly present in all material respects in accordance with applicable requirements of GAAP (subject, in the case of the unaudited statements, to normal year-end adjustments audit adjustments) the financial position of the Company and its consolidated Subsidiaries as of their respective dates and the results of operations and the cash flows of the Company and its consolidated Subsidiaries for the periods presented therein. (c) The Company has established and maintains a system of internal control over financial reporting and disclosure controls and procedures (as such terms are defined in Rule 13a-15 or Rule 15d-15, as applicable, under the Exchange Act); such disclosure controls and procedures are designed to ensure that were material information relating to the Company, including its consolidated Subsidiaries, required to be disclosed by the Company in the reports that it files or submits under the Exchange Act is accumulated and communicated to the Company’s principal executive officer and its principal financial officer to allow timely decisions regarding required disclosure; and such disclosure controls and procedures are effective to ensure that information required to be disclosed by the Company in the reports that it files or submits under the Exchange Act is recorded, processed, summarized and reported within the time periods specified in SEC rules and forms, and further designed and maintained to provide reasonable assurance regarding the reliability of the Company’s financial reporting and the preparation of the Company financial statements for external purposes in accordance with GAAP. There (i) is no significant deficiency or material weakness in the design or operation of internal controls of financial reporting (as defined in Rule 13a-15(f) under the Exchange Act) utilized by the Company or its Subsidiaries, (ii) is not, and since January 1, 2022, there has not been, any illegal act or will fraud, whether or not be material material, that involves management or other employees who have a significant role in amount or effect) the Company’s internal controls, and (iii) have been prepared from is not, and are in accordance with the books, records and accounts of the Company and the Company Subsidiaries. There are no unconsolidated Subsidiaries of the Company. No securitization transactions or other off-balance sheet arrangements exist or have been effected by the Company or the Company Subsidiaries since January 1, 20212022, there has not been, any “extensions of credit” (within the meaning of Section 402 of the Xxxxxxxx-Xxxxx Act) or prohibited loans to any executive officer of the Company (as defined in Rule 3b-7 under the Exchange Act) or director of the Company or any of its Subsidiaries. The principal executive officer and the principal financial officer of the Company have made all certifications required by the Sarbanes Oxley Act, the Exchange Act and any related rules and regulations promulgated by the SEC with respect to the Company SEC Documents, and the statements contained in such certifications were complete and correct as of the dates they were made.

Company SEC Documents; Financial Statements. (a) Since January 1, 20212020, the Company has timely filed with with, or otherwise furnished to (as applicable) to, the SEC, and made available to Parent, SEC all registration statements, prospectuses, forms, reports, definitive proxy schedules, statements, schedulesexhibits and other documents (including exhibits, certifications financial statements and documents and related exhibits schedules thereto and all other information incorporated therein and amendments and supplements thereto) required by it to be filed or furnished by it under pursuant to the Exchange Act or the Securities Act of 1933, as amended (the “Securities Act”) (the “Company SEC Documents”). Correct and complete copies of all Company SEC Documents are publicly available on XXXXX. To the extent that any Company SEC Document filed (including by incorporation by reference) after January 1, 2020 available on XXXXX contains redactions in accordance with a request for confidential treatment or otherwise, the Company has made available to Parent the full text of all such Company SEC Documents that it has so filed or furnished with the SEC. As of its filing or furnishing date or, if amended prior to the date of this Agreement, as of the date of the last such amendment or superseding filing (and, in the case of registration statements and proxy statements, on the dates of effectiveness and the dates of the relevant meetings, respectively), each Company SEC Document has complied in all material respects with the applicable requirements of the Exchange Act, as the case may be, together with all certifications required pursuant to Securities Act and the Xxxxxxxx-Xxxxx Act of 2002, as amended 2002 (the “Xxxxxxxx-Xxxxx Act”) (such documents ), as the case may be, and any other documents filed or furnished by the Company with rules and regulations of the SEC with any exhibits and schedules thereto and other information incorporated by reference or otherwise hyperlinked therein, as have been supplemented, modified or amended since the time of filing, collectively, the “promulgated thereunder applicable to such Company SEC Documents”). As of their respective its filing dates anddate or, if supplemented, modified amended or amended since superseded by a subsequent filing prior to the time date of filingthis Agreement, as of the date of the most recent supplementlast such amendment or superseding filing, modification or amendment, the each Company SEC Documents (a) Document filed pursuant to the Exchange Act did not contain any untrue statement of a material fact or omit to state a any material fact required to be stated therein or necessary in order to make the statements made therein, in light of the circumstances under which they were made, not misleading and (b) complied misleading. Each Company SEC Document that is a registration statement, as to form amended or supplemented, if applicable, was filed in all material respects accordance with all applicable requirements of Nasdaq, the Exchange Securities Act, the Securities Act and the Xxxxxxxx-Xxxxx Actand, as the case may be, and the applicable rules and regulations promulgated thereunder, in each case as in effect on of the date each such document was filed with registration statement or furnished amendment became effective, did not contain any untrue statement of a material fact or omit to the SEC. None of the Company Subsidiaries is currently state any material fact required to file periodic reports with be stated therein or necessary in order to make the SEC or under any applicable foreign securities Law or to any foreign securities exchange or quotation servicestatements made therein not misleading. As of the date of this Agreement, there no amendments or modifications to the Company SEC Documents are no outstanding required to be filed with, or unresolved furnished to, the SEC. All of the audited financial statements and unaudited interim financial statements of the Company included in the Company SEC Documents (i) have been derived from the accounting books and records of the Company and the Company Subsidiaries, (ii) comply in all material respects with the applicable accounting requirements and with the published rules and regulations of the SEC with respect thereto, (iii) have been prepared in accordance with generally accepted accounting principles in the United States, applied on a consistent basis (“GAAP”) during the periods involved (except as may be indicated in the notes thereto and except, in the case of the unaudited interim statements of the Company, as may be permitted in accordance with Form 10-Q, 8-K or any successor form under the Exchange Act) and (iv) fairly present in all material respects the financial position, the shareholders’ equity, the results of operations and the cash flows of the Company and its consolidated Subsidiaries, as applicable, as of the times and for the periods referenced therein (except as may be indicated in the notes thereto and subject, in the case of unaudited interim financial statements, to normal and recurring year-end adjustments, none of which, individually or in the aggregate, will be material). No Company Subsidiary is required to file or furnish any form, report or other document with the SEC. Section 3.5(a) of the Company Disclosure Letter sets forth all effective registration statements filed by the Company on Form S-3 or Form S-8 or otherwise relying on Rule 415 promulgated under the Securities Act. (b) Prior to the date of this Agreement, the Company has delivered or made available to Parent correct and complete copies of all comment letters from the SEC since January 1, 2020 through the date of this Agreement with respect to any of the Company SEC Documents, together with all written responses of the Company thereto to the extent such correspondence is not available on XXXXX. No comments in comment letters received from the SEC staff with respect to any of the Company SEC DocumentsDocuments remain outstanding or unresolved, and, to the Knowledge of the Company, none of the Company SEC Documents are subject to ongoing SEC review or investigation. The Company has complied with and is in compliance in all material respects with the applicable provisions of the Exchange Act, the Securities Act, the SEC and with the Xxxxxxxx-Xxxxx Act and the applicable listing and corporate governance rulesrules and regulations of the NYSE. (c) The Company maintains a system of internal control over financial reporting (as defined in Rules 13a-15(f) and 15d-15(f) of the Exchange Act) designed to provide reasonable assurance with respect to the reliability of the Company’s financial reporting and the preparation of financial statements for external purposes in conformity with GAAP, regulations including policies that provide reasonable assurance that (i) transactions are executed in accordance with management’s general or specific authorizations, (ii) access to assets is permitted only in accordance with management’s general or specific authorization and requirements of Nasdaq(iii) the recorded accountability for assets is compared with the existing assets at reasonable intervals and appropriate action is taken with respect to any differences. The audited consolidated Company has disclosed, based on the most recent evaluation of internal control over financial statements reporting prior to the date of this Agreement, to the Company’s independent auditors and unaudited consolidated interim the audit committee of the Company Board of Directors (and made available to Parent a summary of the important aspects of such disclosure, if any) (A) all “significant deficiencies” and “material weaknesses” (as such terms are defined in Auditing Standard No. 5 of the Public Company Accounting Oversight Board, as in effect on the date of this Agreement) in the design or operation of internal control over financial statements reporting that are reasonably likely to adversely affect the Company’s ability to record, process, summarize and report financial information and (includingB) any fraud, whether or not material, that involves management or other employees who have a significant role in the Company’s internal control over financial reporting. Since January 1, 2022, the Company has not identified any significant deficiencies or material weaknesses in the design or operation of the Company’s internal control over financial reporting. (d) The Company maintains disclosure controls and procedures (as defined in Rules 13a-15(e) and 15d-15(e) of the Exchange Act) designed to ensure that all information required to be disclosed by the Company in the reports that it files or submits in accordance with the Exchange Act is recorded, processed, summarized and reported within the time periods specified in the rules and forms of the SEC, and that all such information is accumulated and communicated to the Company’s management as appropriate to allow timely decisions with respect to required disclosure and to make the certifications of the chief executive officer and chief financial officer of the Company required in accordance with the Exchange Act with respect to such reports. (e) As of the date of this Agreement, no SEC Proceedings are pending or threatened in writing, in each case, with respect to any notes theretoaccounting practices of the Company or any Company Subsidiary or any malfeasance by any director or executive officer of the Company or any Company Subsidiary. Since January 1, 2020, no internal investigations with respect to accounting, auditing or revenue recognition have been conducted. (f) Each of the principal executive officer of the Company and the consolidated principal financial officer of the Company Subsidiaries included (or each former principal executive officer of the Company and each former principal financial officer of the Company, as applicable) has made all certifications required by Rule 13a-14 or 15d-14 promulgated under the Exchange Act and Sections 302 and 906 of the Xxxxxxxx-Xxxxx Act with respect to any applicable Company SEC Documents, and the statements contained in such certifications are correct and complete. “Principal executive officer” and “principal financial officer” have the meanings given to such terms in the Xxxxxxxx-Xxxxx Act. The Company does not have, and has not arranged any, outstanding “extensions of credit” to any current or incorporated by reference into former director or executive officer within the meaning of Section 402 of the Xxxxxxxx-Xxxxx Act. (g) Since January 1, 2020, neither the Company nor any Company Subsidiary has received any written or to the Knowledge of the Company, oral complaint, allegation, assertion or claim with respect to accounting, internal accounting controls, auditing practices, procedures, methodologies or methods of the Company or any Company Subsidiary, or unlawful accounting or auditing matters with respect to the Company or any Company Subsidiary. (h) Neither the Company nor any Company Subsidiary is a party to or bound by, or has any commitment to become a party to, any joint venture, off-balance sheet partnership or any similar Contract (including any Contract or arrangement relating to any transaction or relationship between or among the Company and any Company Subsidiary, on the one hand, and any unconsolidated Affiliate, on the other hand), including any structured finance, special purpose or limited purpose entity or Person, or any “off-balance sheet arrangements” (as defined in Item 303(a) of Regulation S-K promulgated under the Securities Act), where the result, purpose or effect of such Contract is to avoid disclosure of any material transaction involving, or material liabilities of, the Company or any Company Subsidiary in the Company SEC Documents (collectively, the “Company Financial Statements”) (i) were, except as may be indicated in the notes thereto, prepared in accordance with GAAP (as in effect in the United States on the date of such Company Financial Statement) applied on a consistent basis during the periods involved except, in the case of including any audited financial statements and unaudited statements, for normal year-end adjustments and the absence of notes that will not be material in amount or effect as permitted by SEC rules and regulations, (ii) present fairly, in all material respects, the consolidated interim financial position statements of the Company and the consolidated Company Subsidiaries and the results of their operations and their cash flows as of the dates and for the periods referred to therein (except as may be indicated in the notes thereto or, in the case of interim financial statements, for normal year-end adjustments that were not or will not be material in amount or effect) and (iii) have been prepared from and are in accordance with the books, records and accounts of the Company and the Company Subsidiaries. There are no unconsolidated Subsidiaries of the Company. No securitization transactions or other off-balance sheet arrangements exist or have been effected by the Company or the Company Subsidiaries since January 1, 2021included therein).

Company SEC Documents; Financial Statements. (a) Since January 1November 4, 20212013, the Company has timely filed with or otherwise furnished to (as applicable) the SEC, and made available to Parenton a timely basis, all registration statements, prospectusesproxy statements, forms, reports, definitive proxy statements, schedules, certifications schedules and other documents and related exhibits and all other information incorporated therein reports required to be filed or furnished prior to the date hereof by it under the Securities Act or the Exchange Act, as the case may be, together with all certifications required pursuant to the Xxxxxxxx-Xxxxx Act of 2002, as amended (the “Xxxxxxxx-Xxxxx Act”) (such documents and any other documents filed or furnished by the Company with the SEC with any exhibits and (such forms, schedules thereto and other information incorporated by reference or otherwise hyperlinked thereindocuments and reports, as have been supplemented, modified or amended since and including any amendments thereto filed prior to the time of filing, collectivelydate hereof, the “Company SEC Documents”). As of their respective effective dates (in the case of Company SEC Documents that are registration statements filed pursuant to the requirements of the Securities Act) and as of their respective filing dates and(in the case of all other Company SEC Documents), or, if supplemented, modified or amended since the time of filingamended, as of the date of the most recent supplement, modification or last such amendment, the Company SEC Documents (a) did not contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary in order to make the statements made therein, in light of the circumstances under which they were made, not misleading and (b) complied as to form in all material respects with all applicable the requirements of Nasdaqthe Securities Act, the Exchange Act, the Securities Xxxxxxxx-Xxxxx Act and the XxxxxxxxXxxx-Xxxxx Act, as the case may be, and the applicable rules and regulations promulgated thereunder, in each case as in effect on the date each such document was filed with or furnished to the SEC. None and none of the Company Subsidiaries is currently SEC Documents at the time it was filed (or, if amended, the date of the filing or furnishing, as applicable, of such amendment, with respect to the disclosures that are amended) contained any untrue statement of a material fact or omitted to state any material fact required to file periodic reports with be stated therein or necessary to make the statements therein, in light of the circumstances under which they were made, or are to be made, not misleading. (b) Prior to the date of this Agreement, the Company has made available to Parent copies of all comment letters received by the Company from the SEC or under any applicable foreign securities Law or since November 4, 2013 relating to any foreign securities exchange or quotation servicethe Company SEC Documents, together with all written responses of the Company thereto. As of the date of this Agreement, (i) there are no outstanding or unresolved comments in any such comment letters received by the Company from the SEC with respect (or the staff of the SEC) and (ii) to any the knowledge of the Company, none of the Company SEC Documents. The Documents is the subject of any ongoing review by the SEC. (c) Each of the consolidated financial statements (including all related notes and schedules) of the Company has included in the Company SEC Documents (i) complied with and is in compliance at the time it was filed in all material respects with the applicable provisions accounting requirements and the published rules and regulations of the Exchange ActSEC with respect thereto in effect at the time of filing, the Securities Act, the SEC and with the Xxxxxxxx-Xxxxx Act and the applicable listing and corporate governance rules, regulations and requirements of Nasdaq. The audited consolidated financial statements and unaudited consolidated interim financial statements (including, in each case, any notes theretoii) of the Company and the consolidated Company Subsidiaries included in or incorporated by reference into the Company SEC Documents (collectively, the “Company Financial Statements”) (i) were, except as may be indicated in the notes thereto, was prepared in accordance with GAAP (as in effect except, in the United States on case of unaudited statements, as permitted by the date rules and regulations of such Company Financial Statementthe SEC) applied on a consistent basis during the periods involved except(except as may be indicated therein or in the notes thereto) and (iii) fairly presented in all material respects the consolidated financial position of the Company and its consolidated subsidiaries as at the respective dates thereof and their consolidated results of operations and consolidated cash flows for the respective periods then ended (subject, in the case of unaudited statements, for to normal year-end audit adjustments and the absence of to any other adjustments described therein, including in any notes that will not be material in amount or effect as permitted by SEC rules and regulations, (ii) present fairly, in all material respects, the consolidated financial position of the Company and the consolidated Company Subsidiaries and the results of their operations and their cash flows as of the dates and for the periods referred to therein (except as may be indicated in the notes thereto or, in the case of interim financial statements, for normal year-end adjustments that were not or will not be material in amount or effect) and (iii) have been prepared from and are in accordance with the books, records and accounts of the Company and the Company Subsidiaries. There are no unconsolidated Subsidiaries of the Company. No securitization transactions or other off-balance sheet arrangements exist or have been effected by the Company or the Company Subsidiaries since January 1, 2021thereto).

Company SEC Documents; Financial Statements. (a) Since January 1, 20212019, the Company has timely filed with (or otherwise furnished to (as applicableto) the SEC, and made available to Parent, SEC all registration statements, prospectuses, forms, reports, definitive proxy schedules, statements, schedulesexhibits and other documents (including exhibits, certifications financial statements and documents and related exhibits schedules thereto and all other information incorporated therein and amendments and supplements thereto) required by it to be filed (or furnished by it furnished) under the Exchange Act or the Securities Act or the Exchange Act, as the case may be, together with all certifications required pursuant to the Xxxxxxxx-Xxxxx Act of 2002, as amended (the “Xxxxxxxx-Xxxxx Act”) (such documents and any other documents filed or furnished by the Company with the SEC with any exhibits and schedules thereto and other information incorporated by reference or otherwise hyperlinked therein, as have been supplemented, modified or amended since the time of filing, collectively, the “Company SEC Documents”). As of their respective its filing dates and(or furnishing) date or, if supplemented, modified or amended since prior to the time date of filingthis Agreement, as of the date of the most recent supplement, modification or last such amendment, the each Company SEC Documents (a) Document complied in all material respects with the applicable requirements of the Exchange Act and the Securities Act, as the case may be. As of its filing date or, if amended prior to the date of this Agreement, as of the date of the last such amendment, each Company SEC Document filed pursuant to the Exchange Act did not contain any untrue statement of a material fact or omit to state a any material fact required to be stated therein or necessary in order to make the statements made therein, in light of the circumstances under which they were made, not misleading and (b) complied misleading. Each Company SEC Document that is a registration statement, as amended or supplemented, if applicable, filed pursuant to form in all material respects with all applicable requirements of Nasdaq, the Exchange Act, the Securities Act and the Xxxxxxxx-Xxxxx Act, as of the case may bedate such registration statement or amendment became effective prior to the date of this Agreement, and did not contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the applicable rules and regulations promulgated thereunderstatements made therein, in each case as in effect on the date each such document was filed with or furnished to the SEC. None light of the Company Subsidiaries is currently required to file periodic reports with the SEC or circumstances under any applicable foreign securities Law or to any foreign securities exchange or quotation servicewhich they were made, not misleading. As of the date of this Agreement, there are no outstanding amendments or unresolved comments received from modifications to the Company SEC Documents that were required to be filed with (or furnished to) the SEC prior to the date of this Agreement, but that have not yet been filed with respect (or furnished to) the SEC. No Subsidiary of the Company is subject to any the periodic reporting requirements of the Exchange Act. All of the audited financial statements and unaudited interim financial statements of the Company included in the Company SEC Documents. The Company has complied with and is in compliance Documents (i) comply in all material respects with the applicable provisions of the Exchange Act, the Securities Act, the SEC accounting requirements and with the Xxxxxxxx-Xxxxx Act published rules and the applicable listing and corporate governance rules, regulations and requirements of Nasdaq. The audited consolidated financial statements and unaudited consolidated interim financial statements (including, in each case, any notes thereto) of the Company and the consolidated Company Subsidiaries included in or incorporated by reference into the Company SEC Documents with respect thereto; (collectively, the “Company Financial Statements”ii) (i) were, except as may be indicated in the notes thereto, have been prepared in accordance with GAAP (as in effect in the United States on the date of such Company Financial Statement) applied on a consistent basis during the periods involved (except as may be indicated in the notes thereto and except, in the case of the unaudited interim financial statements, for normal yearas may be permitted under Form 10-end adjustments Q of the Exchange Act); and the absence of notes that will not be material in amount or effect as permitted by SEC rules and regulations, (iiiii) fairly present fairly, in all material respectsrespects the financial position, the consolidated financial position stockholders’ equity, the results of operations and cash flows of the Company and the its consolidated Company Subsidiaries and the results of their operations and their cash flows as of the dates times and for the periods referred to therein (except as may be indicated in the notes thereto orand subject, in the case of unaudited interim financial statements, for to normal and recurring year-end adjustments adjustments). (b) Prior to the date of this Agreement, the Company has furnished to Parent complete and correct copies of all comment letters from the SEC since January 1, 2019 through the date of this Agreement with respect to any of the Company SEC Documents, together with all written responses of the Company thereto, in each case, that were are not publicly available on the SEC EXXXX system. As of the date of this Agreement, there are no outstanding or will not be unresolved comments in comment letters received from the SEC staff with respect to any of the Company SEC Documents, and, to the Knowledge of the Company, none of the Company SEC Documents is subject to ongoing SEC review. (c) The Company is in compliance in all material respects with the applicable provisions of the Sxxxxxxx-Xxxxx Act and the applicable listing and governance rules and regulations of the NYSE. (d) The Company maintains a system of “internal control over financial reporting” (as defined in amount or effectRules 13a-15(f) and 15d-15(f) of the Exchange Act) designed to provide reasonable assurance regarding the reliability of the Company’s financial reporting and the preparation of financial statements for external purposes in conformity with GAAP. The Company has evaluated the effectiveness of the Company’s internal control over financial reporting and, to the extent required by applicable Law, presented in any applicable Company SEC Document that is a report on Form 10-K or Form 10-Q or any amendment thereto its conclusions about the effectiveness of the internal control over financial reporting as of the end of the period covered by such report or amendment based on such evaluation. The Company has disclosed, based on the most recent evaluation of internal control over financial reporting prior to the date of this Agreement, to the Company’s auditors and the audit committee of the Company Board (iiiand made available to Parent a summary of the significant aspects of such disclosure, if any) (i) all “significant deficiencies” and “material weaknesses” (as such terms are defined in Auditing Standard No. 5 of the Public Company Accounting Oversight Board, as in effect on the date of this Agreement) in the design or operation of internal control over financial reporting that are reasonably likely to adversely affect the Company’s ability to record, process, summarize and report financial information and (ii) any fraud, whether or not material, that involves senior management or other employees who have a significant role in the Company’s internal control over financial reporting. The Company has not identified any material weaknesses in the design or operation of the Company’s internal control over financial reporting. (e) The Company maintains “disclosure controls and procedures” (as defined in Rules 13a-15(e) and 15d-15(e) of the Exchange Act) designed to ensure that all information required to be disclosed by the Company in the reports that it files or submits under the Exchange Act is recorded, processed, summarized and reported within the time periods specified in the rules and forms of the SEC, and that all such information is accumulated and communicated to the Company’s management as appropriate to allow timely decisions regarding required disclosure and to make the certifications of the chief executive officer and chief financial officer of the Company required under the Exchange Act with respect to such reports. (f) To the Knowledge of the Company, since January 1, 2019 through the date of this Agreement, there have been prepared from and are no SEC inquiries or investigations, other governmental inquiries or investigations or internal investigations pending or threatened, in accordance with each case regarding any accounting practices of the books, records and accounts Company or any of its Subsidiaries or any malfeasance by any director or executive officer of the Company or any of its Subsidiaries. (g) Each of the principal executive officer of the Company and the principal financial officer of the Company Subsidiaries. There are no unconsolidated Subsidiaries (or each former principal executive officer of the Company and each former principal financial officer of the Company, as applicable) has made all certifications required by Rule 13a-14 or 15d-14 under the Exchange Act and Sections 302 and 906 of the Sxxxxxxx-Xxxxx Act with respect to the Company SEC Documents, and the statements contained in such certifications are true and accurate. No securitization transactions For purposes of this Agreement, “principal executive officer” and “principal financial officer” shall have the meanings given to such terms in the Sxxxxxxx-Xxxxx Act. The Company does not have, and has not arranged, any outstanding “extensions of credit” to directors or other executive officers within the meaning of Section 402 of the Sxxxxxxx-Xxxxx Act. (h) Since January 1, 2019, (i) neither the Company nor any of its Subsidiaries has received any material written, or, to the Knowledge of the Company, oral complaint, allegation, assertion or claim regarding accounting, internal accounting controls, auditing practices, procedures, methodologies or methods of the Company or any of its Subsidiaries, or unlawful accounting or auditing matters with respect to the Company or any of its Subsidiaries and (ii) no attorney representing the Company or any of its Subsidiaries, whether or not employed by the Company or any of its Subsidiaries, has reported evidence of a violation of Securities Laws, breach of fiduciary duty or similar violation by the Company or any of its Subsidiaries or any of their respective officers, directors, employees or agents to the Company Board or any committee thereof or to the general counsel or chief executive officer of the Company pursuant to the rules of the SEC adopted under Section 307 of the Sxxxxxxx-Xxxxx Act. (i) Neither the Company nor any of its Subsidiaries is a party to, or has any commitment to become a party to, any joint venture, off-balance sheet arrangements exist partnership or have been effected by any similar Contract (including any Contract or arrangement relating to any transaction or relationship between or among the Company and any of its Subsidiaries, on the one hand, and any unconsolidated affiliate, on the other hand), including any structured finance, special purpose or limited purpose entity or Person, or any “off-balance sheet arrangements” (as defined in Item 303(a) of Regulation S-K under the Securities Act), where the result, purpose or effect of such Contract is to avoid disclosure of any material transaction involving, or material liabilities of, the Company or any of its Subsidiaries in the Company Subsidiaries since January 1, 2021SEC Documents (including any audited financial statements and unaudited interim financial statements of the Company included therein).

Company SEC Documents; Financial Statements. (a) Since January 1October 31, 20212010, the Company has timely filed with or otherwise furnished to (as applicable) the SEC, and made available to Parent, SEC all registration statements, prospectuses, forms, reports, definitive proxy statements, schedules, certifications and documents and related exhibits and all other information incorporated therein reports required under the Exchange Act or the Securities Act to be filed or furnished by it under the Securities Act or the Exchange Act, as the case may be, together with all certifications required pursuant prior to the Xxxxxxxx-Xxxxx Act date of 2002, as amended (the “Xxxxxxxx-Xxxxx Act”) (such documents and any other documents filed or furnished this Agreement by the Company with the SEC (the forms, documents, and reports filed with the SEC, including any exhibits and schedules amendments thereto and other information incorporated by reference or otherwise hyperlinked therein, as have been supplemented, modified or amended since the time date of their filing, collectively, the “Company SEC Documents”). As of their respective filing dates anddates, or, if supplemented, modified amended or amended since restated after the time date of filing, as of the date of the most recent supplement, modification last such amendment or amendmentapplicable subsequent filing, the Company SEC Documents (a) did not contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary in order to make the statements made therein, in light of the circumstances under which they were made, not misleading and (bi) complied as to form in all material respects with all applicable the requirements of Nasdaq, the Exchange Act, the Securities Act and or the Xxxxxxxx-Xxxxx Exchange Act, as the case may be, and the applicable rules and regulations promulgated thereunder, in each case as in effect on the date each such document was filed and (ii) except with or furnished regard to the SECfinancial statements contained therein, which are addressed in Section 4.7(b), did not contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they were made, or are to be 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. None The Company has made available to Parent copies of all comment letters received by the Company from the SEC since October 31, 2010 and relating to the Company SEC Documents, together with all written responses of the Company Subsidiaries is currently required to file periodic reports with the SEC or under any applicable foreign securities Law or to any foreign securities exchange or quotation servicethereto. As of the date of this Agreement, to the Knowledge of the Company, (i) there are no outstanding or unresolved comments in such comment letters received by the Company from the SEC and (ii) none of the Company SEC Documents is the subject of any ongoing review by the SEC. None of the Company’s Subsidiaries is, or since October 31, 2010 has been, required to file periodic reports with the SEC pursuant to the Exchange Act. (b) The consolidated financial statements (including all related notes and schedules) of the Company included in the Company SEC Documents, (i) comply as to form in all material respects with applicable accounting requirements and the published rules and regulations of the SEC with respect thereto, (ii) fairly present in all material respects the consolidated financial position of the Company and its consolidated Subsidiaries as at the respective dates thereof and their consolidated results of operations, consolidated cash flows and (except in the case of the Company’s Quarterly Report filings with the SEC on Form 10-Q) changes in stockholders’ equity for the respective periods then ended (subject, in the case of unaudited statements, as permitted by Form 10-Q of the SEC, to normal year-end audit adjustments, to the absence of notes and to any other adjustments described therein, including in any notes thereto) and (iii) have been prepared in conformity with GAAP (except in the case of the unaudited statements, as permitted by Form 10-Q or other rules and regulations of the SEC) applied on a consistent basis during the periods involved (except as may be indicated therein or in the notes thereto). Since October 31, 2010 and to the date of this Agreement, the Company has not made any material change in the accounting practices or policies applied in the preparation of its financial statements, except as required by GAAP, SEC Documents. rule or policy or applicable Law. (c) Since October 31, 2010, (i) neither the Company nor any of its Subsidiaries has received, in writing, any material complaint, allegation, assertion or claim regarding the accounting or auditing practices, procedures, methodologies or methods of the Company or any of its Subsidiaries or their respective internal accounting controls, and (ii) to the Knowledge of the Company, no attorney representing the Company or any of its Subsidiaries has reported evidence of a material violation of securities Laws, breach of fiduciary duty or similar violation by the Company or any of its Subsidiaries or any of their respective officers, directors, employees or agents to the Company Board or any committee thereof pursuant to the rules of the SEC adopted under Section 307 of Xxxxxxxx-Xxxxx Act. (d) The Company has complied with and is in compliance in all material respects with the applicable provisions of the Exchange Act, the Securities Act, the SEC and with the Xxxxxxxx-Xxxxx Act and the applicable listing and corporate governance rules, rules and regulations and requirements of Nasdaq. The audited consolidated financial statements and unaudited consolidated interim financial statements the NASDAQ. (including, in each case, any notes theretoe) No Subsidiary of the Company and the consolidated Company Subsidiaries included in is required to file any form, report, schedule, statement or incorporated by reference into the Company SEC Documents (collectively, the “Company Financial Statements”) (i) were, except as may be indicated in the notes thereto, prepared in accordance with GAAP (as in effect in the United States on the date of such Company Financial Statement) applied on a consistent basis during the periods involved except, in the case of unaudited statements, for normal year-end adjustments and the absence of notes that will not be material in amount or effect as permitted by SEC rules and regulations, (ii) present fairly, in all material respects, the consolidated financial position of the Company and the consolidated Company Subsidiaries and the results of their operations and their cash flows as of the dates and for the periods referred to therein (except as may be indicated in the notes thereto or, in the case of interim financial statements, for normal year-end adjustments that were not or will not be material in amount or effect) and (iii) have been prepared from and are in accordance other document with the books, records and accounts of the Company and the Company Subsidiaries. There are no unconsolidated Subsidiaries of the Company. No securitization transactions or other off-balance sheet arrangements exist or have been effected by the Company or the Company Subsidiaries since January 1, 2021SEC.

Company SEC Documents; Financial Statements. Since January 1, 2021, the (a) The Company has timely filed with or otherwise furnished to (as applicable) on a timely basis with the SEC, and made available to Parent, SEC all registration statements, prospectuses, forms, reports, definitive proxy statements, schedules, certifications statements and other documents and related exhibits and all other information incorporated therein required to be filed or furnished by it under the Securities Act or the Exchange Act, (as the case may be, together with all certifications required pursuant to the Xxxxxxxx-Xxxxx Act of 2002, as amended (the “Xxxxxxxx-Xxxxx Act”applicable) (such documents and any other documents filed or furnished by the Company with the SEC under applicable Laws prior to the Agreement Date since January 1, 2011 (all such filed or furnished documents, together with any all exhibits and schedules thereto and other all information incorporated therein by reference or otherwise hyperlinked therein, as have been supplemented, modified or amended since the time of filing, collectivelyreference, the “Company SEC Documents”). As of their respective filing dates (and, if supplemented, modified or amended since in the time case of filingregistration statements, as of the dates of effectiveness), or, if amended or superseded by a filing prior to the Agreement Date, on the date of the most recent supplement, modification last such amendment or amendmentsuperseding filing prior to the Agreement Date, the Company SEC Documents (a) did not contain complied in all material respects with the applicable requirements of the Securities Act and the Exchange Act, as the case may be, including, in each case, the rules and regulations promulgated thereunder, and none of the Company SEC Documents at the time they were filed, or, if amended or superseded by a filing prior to the Agreement Date, on the date of the last such amendment or superseding filing prior to the Agreement Date, 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 light of the circumstances under which they were made, not misleading misleading. None of the Company’s Subsidiaries is required to file any forms, reports or other documents with the SEC. No current or former executive officer of the Company has failed to make the certifications required of him or her under Rule 13a-14 or 15d-14 promulgated under the Exchange Act or Section 302 or 906 of the Xxxxxxxx-Xxxxx Act with respect to any Company SEC Document since January 1, 2011, and such certifications are accurate and complete, and comply in all material respects as to form and content with all applicable Laws. The Company has Made Available to Parent or Purchaser true, correct and complete copies of all correspondence, other than transmittal correspondence, between the SEC, on the one hand, and the Company, on the other, since January 1, 2011, including all SEC comment letter and responses to such comment letters and responses to such comment letters by or on behalf of the Company. To the Company’s Knowledge, none of the Company SEC Documents is the subject of ongoing SEC review or outstanding SEC comment. (b) complied The financial statements (including the related notes thereto) included (or incorporated by reference) in the Company SEC Documents comply as to form in all material respects with all applicable accounting requirements of Nasdaq, the Exchange Act, the Securities Act and the Xxxxxxxx-Xxxxx Actpublished rules and regulations of the SEC with respect thereto, have been prepared in accordance with U.S. GAAP (except, in the case of unaudited statements, as may be permitted by the SEC) applied on a consistent basis during the periods involved (except as may be indicated in the notes thereto) and fairly present in all material respects the consolidated financial position of the Company and its consolidated Subsidiaries as of the dates thereof and their respective consolidated results of operations and cash flows for the periods indicated therein (subject, in the case may beof unaudited statements, to normal and year-end audit adjustments), all in accordance with U.S. GAAP and the applicable rules and regulations promulgated thereunder, in each case as in effect on the date each such document was filed with or furnished to by the SEC. None of the Company Subsidiaries is currently required to file periodic reports with the SEC or under any applicable foreign securities Law or to any foreign securities exchange or quotation service. As of the date of this AgreementAgreement Date, the Company does not intend to correct or restate, and to the Company’s Knowledge there are no outstanding is not any basis to correct or unresolved comments received from the SEC with respect to restate, any Company SEC Documents. The Company has complied with and is in compliance in all material respects with the applicable provisions of the Exchange Act, the Securities Act, the SEC and with the Xxxxxxxx-Xxxxx Act and the applicable listing and corporate governance rules, regulations and requirements of Nasdaq. The audited consolidated financial statements and or unaudited consolidated interim financial statements (including, in each case, any notes the notes, if any, thereto) of the Company and the consolidated Company Subsidiaries included filed in or incorporated by reference into furnished with the Company SEC Documents Documents. (collectively, c) The Company and its Subsidiaries have implemented and maintain a system of “internal control over financial reporting” (as defined in Rules 13a-15(f) and 15d-15(f) of the “Exchange Act) designed to provide reasonable assurances regarding the reliability of financial reporting and the preparation of financial statements in accordance with U.S. GAAP. The Company Financial Statements”) (i) werehas implemented and maintains “disclosure controls and procedures” (as defined in Rule 13a-15(e) of the Exchange Act) that are designed to ensure that material information relating to the Company, except as may be indicated including its consolidated Subsidiaries, is made known to the Chief Executive Officer and the Chief Financial Officer of the Company by others within those entities and (ii) has disclosed, based on its most recent evaluation prior to the Agreement Date, to the Company’s outside auditors and the audit committee of the Company Board (A) any significant deficiencies and material weaknesses in the notes theretodesign or operation of “internal control over financial reporting” that would be reasonably likely to adversely affect in any material way the Company’s ability to record, process, summarize and report financial information and (B) any fraud, whether or not material, that involves management or other employees who have a significant role in the Company’s “internal control over financial reporting.” Any material change in internal control over financial reporting required to be disclosed in any Company SEC Document has been so disclosed. (d) Neither the Company nor any of its Subsidiaries is a party to, or has entered into any Contract to become a party to, any joint venture, off-balance sheet partnership or any similar Contract or arrangement (including any Contract relating to any transaction or relationship between or among the Company or any of its Subsidiaries, on the one hand, and any unconsolidated Affiliate, including any structured finance, special purpose or limited purpose entity or person, on the other hand, or any “off-balance sheet arrangements” (as defined in Item 303(a) of Regulation S-K of the SEC), where the result, purpose or intended effect of such Contract is to avoid disclosure of any material transaction involving, or material liabilities of, the Company’s or any of its Subsidiaries’ in the Company’s audited financial statements or other Company SEC Documents. (e) The Company’s and the Company’s Subsidiary’s financial statements from time to time approved by their respective corporate bodies were prepared in accordance with Italian GAAP (as and Swiss GAAP, respectively, in effect in the United States on the date of such Company Financial Statement) each case applied on a consistent basis during and with the periods involved except, in relevant books and records as at the case of unaudited statements, date and for normal year-end adjustments the period stated therein and the absence of notes that will not be material in amount or effect as permitted by SEC rules and regulations, (ii) present fairly, in all material respectsrespects the assets, the consolidated financial position liabilities and net worth of the Company and the consolidated Company Subsidiaries and the results of their operations and their cash flows as of the dates and for the periods referred to therein (except as may be indicated in the notes thereto or, in the case of interim financial statements, for normal year-end adjustments that were not or will not be material in amount or effect) and (iii) have been prepared from and are in accordance with the books, records and accounts of the Company and the Company Subsidiaries. There are no unconsolidated Subsidiaries of the Company. No securitization transactions or other off-balance sheet arrangements exist or have been effected by ’s Subsidiary (as the Company or case may be) as at the Company Subsidiaries since January 1reference date thereof, 2021its revenues and expenses and the result of its operations for the period indicated.

Company SEC Documents; Financial Statements. (a) Since January 1September 30, 20212015, each of the Company and the Applicable Company Subsidiary has timely filed with (or otherwise furnished to (as applicableto) the SEC, and made available to Parent, SEC all registration statements, prospectuses, forms, reports, definitive proxy schedules, statements, schedulesexhibits and other documents (including exhibits, certifications financial statements and documents and related exhibits schedules thereto and all other information incorporated therein and amendments and supplements thereto) required by it to be filed (or furnished by it furnished) under the Exchange Act or the Securities Act or the Exchange Act, as the case may be, together with all certifications required pursuant to the Xxxxxxxx-Xxxxx Act of 2002, as amended (the “Xxxxxxxx-Xxxxx Act”) (such documents and any other documents filed or furnished by the Company with the SEC with any exhibits and schedules thereto and other information incorporated by reference or otherwise hyperlinked therein, as have been supplemented, modified or amended since the time of filing, collectively, the “Company SEC Documents”). As of their respective its filing dates and(or furnishing) date or, if supplemented, modified or amended since prior to the time date of filingthis Agreement, as of the date of the most recent supplement, modification or last such amendment, the each Company SEC Documents (a) Document complied in all material respects with the applicable requirements of the Exchange Act and the Securities Act, as the case may be. As of its filing date or, if amended prior to the date of this Agreement, as of the date of the last such amendment, each Company SEC Document filed pursuant to the Exchange Act did not contain any untrue statement of a material fact or omit to state a any material fact required to be stated therein or necessary in order to make the statements made therein, in light of the circumstances under which they were made, not misleading and (b) complied misleading. Each Company SEC Document that is a registration statement, as amended or supplemented, if applicable, filed pursuant to form in all material respects with all applicable requirements of Nasdaq, the Exchange Act, the Securities Act and the Xxxxxxxx-Xxxxx Act, as the case may be, and the applicable rules and regulations promulgated thereunder, in each case as in effect on of the date each such document was filed with registration statement or furnished amendment became effective prior to the SEC. None date of the Company Subsidiaries is currently this Agreement, did not contain any untrue statement of a material fact or omit to state any material fact required to file periodic reports with be stated therein or necessary in order to make the SEC or under any applicable foreign securities Law or to any foreign securities exchange or quotation servicestatements made therein not misleading. As of the date of this Agreement, there are no outstanding amendments or unresolved comments received from modifications to the Company SEC Documents that were required to be filed with (or furnished to) the SEC prior to the date of this Agreement, but that have not yet been filed with respect (or furnished to) the SEC. No Subsidiary of the Company is subject to any the periodic reporting requirements of the Exchange Act. All of the audited financial statements and unaudited interim financial statements of the Company and the Applicable Company Subsidiary included in the Company SEC Documents. The Company has complied with and is in compliance Documents (i) comply in all material respects with the applicable provisions of the Exchange Act, the Securities Act, the SEC accounting requirements and with the Xxxxxxxx-Xxxxx Act published rules and the applicable listing and corporate governance rules, regulations and requirements of Nasdaq. The audited consolidated financial statements and unaudited consolidated interim financial statements (including, in each case, any notes thereto) of the Company and the consolidated Company Subsidiaries included in or incorporated by reference into the Company SEC Documents (collectively, the “Company Financial Statements”) (i) were, except as may be indicated in the notes with respect thereto, (ii) have been prepared in accordance with GAAP (as in effect in the United States on the date of such Company Financial Statement) applied on a consistent basis during the periods involved (except as may be indicated in the notes thereto and except, in the case of the unaudited interim statements, for normal yearas may be permitted under Form 10-end adjustments Q of the Exchange Act) and the absence of notes that will not be material in amount or effect as permitted by SEC rules and regulations, (iiiii) fairly present fairly, in all material respectsrespects the financial position, the consolidated financial position stockholders’ equity, the results of operations and cash flows of the Company and its consolidated Subsidiaries or the Applicable Company Subsidiary and its consolidated Company Subsidiaries and the results of their operations and their cash flows Subsidiaries, as applicable, as of the dates times and for the periods referred to therein (except as may be indicated in the notes thereto orand subject, in the case of unaudited interim financial statements, for to normal and recurring year-end adjustments that were not adjustments). (b) Prior to the date of this Agreement, the Company has furnished to Parent complete and correct copies of all comment letters from the SEC since September 30, 2015 through the date of this Agreement with respect to any of the Company SEC Documents, together with all written responses of the Company or will not be the Applicable Company Subsidiary thereto. As of the date of this Agreement, there are no outstanding or unresolved comments in comment letters received from the SEC staff with respect to any of the Company SEC Documents, and, to the Knowledge of the Company, none of the Company SEC Documents are subject to ongoing SEC review. (c) The Company is in compliance in all material respects with the applicable provisions of the Xxxxxxxx-Xxxxx Act and the applicable listing and governance rules and regulations of the NYSE. (d) The Company maintains a system of internal control over financial reporting (as defined in amount or effectRules 13a-15(f) and 15d-15(f) of the Exchange Act) designed to provide reasonable assurance regarding the reliability of the Company’s financial reporting and the preparation of financial statements for external purposes in conformity with GAAP. The Company has evaluated the effectiveness of the Company’s internal control over financial reporting and, to the extent required by applicable Law, presented in any applicable Company SEC Document that is a report on Form 10-K or Form 10-Q or any amendment thereto its conclusions about the effectiveness of the internal control over financial reporting as of the end of the period covered by such report or amendment based on such evaluation. The Company has no “significant deficiencies” or “material weaknesses” (iiias such terms are defined in Auditing Standard No. 5 of the Public Company Accounting Oversight Board, as in effect on the date of this Agreement) in the design or operation of internal control over financial reporting that are reasonably likely to adversely affect the Company’s ability to record, process, summarize and report financial information. Since September 30, 2013, there has been and is no fraud, whether or not material, that involves senior management or other employees who have a significant role in the Company’s internal control over financial reporting. (e) The Company maintains disclosure controls and procedures (as defined in Rules 13a-15(e) and 15d-15(e) of the Exchange Act) designed to ensure that all information required to be disclosed by the Company in the reports that it files or submits under the Exchange Act is recorded, processed, summarized and reported within the time periods specified in the rules and forms of the SEC, and that all such information is accumulated and communicated to the Company’s management as appropriate to allow timely decisions regarding required disclosure and to make the certifications of the chief executive officer and chief financial officer of the Company required under the Exchange Act with respect to such reports. (f) To the Knowledge of the Company, as of the date of this Agreement, there are no SEC inquiries or investigations, other inquiries or investigations by Governmental Authorities or internal investigations pending or threatened, in each case regarding any accounting practices of the Company or any of its Subsidiaries or any malfeasance by any director or executive officer of the Company or any of its Subsidiaries. Since September 30, 2015 through the date of this Agreement, there have been prepared from and are in accordance with no material internal investigations regarding accounting, auditing or revenue recognition discussed with, reviewed by or initiated at the booksdirection of the chief executive officer, records and accounts chief financial officer, chief accounting officer or general counsel of the Company or, to the Knowledge of the Company, the Applicable Company Subsidiary, the Company Board or any committee thereof, or, to the Knowledge of the Company, the board of directors of the Applicable Company Subsidiary or any committee thereof. (g) Each of the principal executive officer of the Company and the principal financial officer of the Company Subsidiaries. There are no unconsolidated Subsidiaries (or each former principal executive officer of the Company and each former principal financial officer of the Company, as applicable) has made all certifications required by Rule 13a-14 or 15d-14 under the Exchange Act and Sections 302 and 906 of the Xxxxxxxx-Xxxxx Act with respect to the Company SEC Documents, and the statements contained in such certifications are true and accurate. No securitization transactions For purposes of this Agreement, “principal executive officer” and “principal financial officer” shall have the meanings given to such terms in the Xxxxxxxx-Xxxxx Act. The Company does not have, and has not arranged any, outstanding “extensions of credit” to directors or other executive officers within the meaning of Section 402 of the Xxxxxxxx-Xxxxx Act. (h) Since September 30, 2015, (i) neither the Company nor any of its Subsidiaries has received any written or, to the Knowledge of the Company, oral complaint, allegation, assertion or claim regarding accounting, internal accounting controls, auditing practices, procedures, methodologies or methods of the Company or any of its Subsidiaries, or unlawful accounting or auditing matters with respect to the Company or any of its Subsidiaries and (ii) no attorney representing the Company or any of its Subsidiaries, whether or not employed by the Company or any of its Subsidiaries, has reported evidence of a violation of securities Laws, breach of fiduciary duty or similar violation by the Company or any of its Subsidiaries or any of their respective officers, directors, employees or agents to the Company Board or any committee thereof or to the general counsel or chief executive officer of the Company pursuant to the rules of the SEC adopted under Section 307 of the Xxxxxxxx-Xxxxx Act, except, in each case, as has not been, and would not reasonably be expected to be, individually or in the aggregate, materially adverse to the Company and its Subsidiaries, taken as a whole. (i) Neither the Company nor any of its Subsidiaries is a party to, or has any commitment to become a party to, any joint venture, off-balance sheet arrangements exist partnership or have been effected by any similar Contract (including any Contract or arrangement relating to any transaction or relationship between or among the Company and any of its Subsidiaries, on the one hand, and any unconsolidated affiliate, on the other hand), including any structured finance, special purpose or limited purpose entity or Person, or any “off-balance sheet arrangements” (as defined in Item 303(a) of Regulation S-K under the Securities Act), where the result, purpose or effect of such Contract is to avoid disclosure of any material transaction involving, or material liabilities of, the Company or any of its Subsidiaries in the Company Subsidiaries since January 1, 2021SEC Documents (including any audited financial statements and unaudited interim financial statements of the Company included therein).

Company SEC Documents; Financial Statements. (a) Since January 1December 31, 20212015, the Company has timely filed with (or otherwise furnished to (as applicableto) the SEC, and made available to Parent, SEC all registration statements, prospectuses, forms, reports, definitive proxy schedules, statements, schedulesexhibits and other documents (including exhibits, certifications financial statements and documents and related exhibits schedules thereto and all other information incorporated therein and amendments and supplements thereto) required by it to be filed (or furnished by it furnished) under the Exchange Act or the Securities Act or the Exchange Act, as the case may be, together with all certifications required pursuant to the Xxxxxxxx-Xxxxx Act of 2002, as amended (the “Xxxxxxxx-Xxxxx Act”) (such documents and any other documents filed or furnished by the Company with the SEC with any exhibits and schedules thereto and other information incorporated by reference or otherwise hyperlinked therein, as have been supplemented, modified or amended since the time of filing, collectively, the “Company SEC Documents”). As of their respective its filing dates (or furnishing) date and, if supplemented, modified or amended since prior to the time date of filingthis Agreement, as of the date of each such amendment, each Company SEC Document complied in all material respects with the most recent supplementapplicable requirements of the Exchange Act and the Securities Act, modification as the case may be. As of its filing date (or if amended or superseded by a filing or amendment prior to the date of this Agreement, then as of the time of such filing or amendment), the each Company SEC Documents (a) Document filed pursuant to the Exchange Act did not contain any untrue statement of a material fact or omit to state a any material fact required to be stated therein or necessary in order to make the statements made therein, in light of the circumstances under which they were made, not misleading and (b) complied misleading. Each Company SEC Document that is a registration statement, as amended or supplemented, if applicable, filed pursuant to form in all material respects with all applicable requirements of Nasdaq, the Exchange Act, the Securities Act and the Xxxxxxxx-Xxxxx Act, as the case may be, and the applicable rules and regulations promulgated thereunder, in each case as in effect on of the date each such document was filed with registration statement or furnished amendment became effective prior to the SEC. None of the Company Subsidiaries is currently required to file periodic reports with the SEC or under any applicable foreign securities Law or to any foreign securities exchange or quotation service. As of the date of this Agreement, there are no outstanding did not contain any untrue statement of a material fact or unresolved comments received from omit to state any material fact required to be stated therein or necessary in order to make the SEC with respect to any Company SEC Documents. The Company has complied with and is in compliance in all material respects with the applicable provisions of the Exchange Act, the Securities Act, the SEC and with the Xxxxxxxx-Xxxxx Act and the applicable listing and corporate governance rules, regulations and requirements of Nasdaqstatements made therein not misleading. The audited consolidated financial balance sheets and statements and unaudited consolidated interim financial statements (including, in each case, any notes thereto) of capitalization of the Company as of December 31, 2017 and 2016 and the consolidated Company Subsidiaries included related statements of income, comprehensive income, common stockholder’s equity, and cash flows for each of the three years in or incorporated by reference into the Company SEC Documents period ended December 31, 2017, and the related notes (collectively, the “Company Financial Statements”) (i) were, except as may be indicated in the notes thereto, have been prepared in accordance with GAAP (as in effect in the United States on the date of such Company Financial Statement) applied on a consistent basis during the periods involved (except as may be indicated in the notes thereto and except, in the case of the unaudited interim statements, for normal yearas may be permitted under Form 10-end adjustments Q of the Exchange Act) and the absence of notes that will not be material in amount or effect as permitted by SEC rules and regulations, (ii) fairly present fairly, in all material respectsrespects the financial position, the consolidated financial position stockholders’ equity, the results of operations and cash flows of the Company and the consolidated Company Subsidiaries and the results of their operations and their cash flows as of the dates times and for the periods referred to therein (except as may be indicated in the notes thereto orand subject, in the case of unaudited interim financial statements, for to normal and recurring year-end adjustments that were not or will not be material in amount or effect) and (iii) have been prepared from and are in accordance with the books, records and accounts of the Company and the Company Subsidiariesadjustments). There are no unconsolidated Subsidiaries outstanding or unresolved comments in comment letters received from the SEC staff with respect to any of the Company SEC Documents, and, to the Knowledge of Seller, none of the Company SEC Documents is subject to an active SEC review. (b) The Company is in compliance in all material respects with the applicable provisions of the Xxxxxxxx-Xxxxx Act. (c) The Company maintains a system of internal control over financial reporting (as defined in Rules 13a-15(f) and 15d-15(f) of the Exchange Act) designed to provide reasonable assurance regarding the reliability of the Company’s financial reporting and the preparation of financial statements for external purposes in conformity with GAAP. No securitization transactions The Company has disclosed to the Company’s external auditors (a) any “significant deficiencies” or “material weaknesses” (as such terms are defined in Auditing Standard No. 5 of the Public Company Accounting Oversight Board) in the design or operation of internal control over financial reporting that are reasonably likely to adversely affect the Company’s ability to record, process, summarize and report financial information and (b) any fraud, whether or not material, that involves management or other off-employees who have a significant role in the Company’s internal control over financial reporting. (d) The Company maintains disclosure controls and procedures (as defined in Rules 13a-15(e) and 15d-15(e) of the Exchange Act) designed to ensure that all information required to be disclosed by the Company in the reports that the Company files or submits under the Exchange Act is recorded, processed, summarized and reported within the time periods specified in the rules and forms of the SEC, and that all such information is accumulated and communicated to management as appropriate to allow timely decisions regarding required disclosure and to make the certifications of the chief executive officer and chief financial officer of the Company, as applicable, required under the Exchange Act with respect to such reports. (e) Except for liabilities or obligations (i) as (and to the extent) reflected or reserved against in the Company’s audited balance sheet arrangements exist as of December 31, 2017 (or the notes thereto) included in the Company SEC Documents prior to the date of this Agreement, (ii) incurred in the ordinary course of business consistent with past practice since December 31, 2017, (iii) required or contemplated to be incurred by this Agreement or (iv) that have been effected not had, and would not reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effect, the Company has no Liabilities. (f) Since December 31, 2015, (i) neither Seller nor the Company has received any written or, to the Knowledge of Seller, oral complaint, allegation, assertion or claim regarding accounting, internal accounting controls, auditing practices, procedures, methodologies or methods of the Company, or unlawful accounting or auditing matters with respect to the Company and (ii) no attorney representing Seller or its Subsidiaries (including the Company), whether or not employed by Seller or its Subsidiaries, has reported evidence of a violation of securities Laws, breach of fiduciary duty or similar violation by the Company or any of its Subsidiaries or any of their respective officers, directors, employees or agents to the Seller’s or the Company’s Board of Directors or any of the respective committees thereof or to the general counsel or chief executive officer of Seller or the Company Subsidiaries since January 1or any Subsidiary of Seller pursuant to the rules of the SEC adopted under Section 307 of the Xxxxxxxx-Xxxxx Act, 2021except, in each case, as has not resulted in, and that would not reasonably be expected to result in, (x) any material adjustment or change to the Company Financial Statements or (y) a finding of a “significant deficiency” or a “material weakness” (as such terms are defined in Auditing Standard No. 5 of the Public Company Accounting Oversight Board).

Company SEC Documents; Financial Statements. (a) Since January 1, 20212020, the Company has timely filed with with, or otherwise furnished to (as applicable) to, the SEC, and made available to Parent, SEC all registration statements, prospectuses, forms, reports, definitive proxy schedules, statements, schedulesexhibits and other documents (including exhibits, certifications financial statements and documents and related exhibits schedules thereto and all other information incorporated therein and amendments and supplements thereto) required by it to be filed or furnished by it under pursuant to the Exchange Act or the Securities Act or the Exchange Act, as the case may be, together with all certifications required pursuant to the Xxxxxxxx-Xxxxx Act of 2002, as amended 1933 (the “Xxxxxxxx-Xxxxx Securities Act”) (such documents and any other documents filed or furnished by the Company with the SEC with any exhibits and schedules thereto and other information incorporated by reference or otherwise hyperlinked therein, as have been supplemented, modified or amended since the time of filing, collectively, the “Company SEC Documents”). As of their respective its filing dates andor furnishing date or, if supplemented, modified or amended since prior to the time date of filingthis Agreement, as of the date of the most recent supplementlast such amendment or superseding filing (and, modification or amendmentin the case of registration statements and proxy statements, on the dates of effectiveness and the dates of the relevant meetings, respectively), each Company SEC Document has complied in all material respects with the applicable requirements of the Exchange Act, the Securities Act and the Xxxxxxxx-Xxxxx Act of 2002 (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 (a) Documents. As of its filing date or, if amended or superseded by a subsequent filing prior to the date of this Agreement, as of the date of the last such amendment or superseding filing, each Company SEC Document filed pursuant to the Exchange Act did not contain any untrue statement of a material fact or omit to state a any material fact required to be stated therein or necessary in order to make the statements made therein, in light of the circumstances under which they were made, not misleading misleading. Each Company SEC Document that is a registration statement, as amended or supplemented, if applicable, was filed in accordance with the Securities Act, and, as of the date such registration statement or amendment became effective, did not contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements made therein not misleading. Notwithstanding anything to the contrary in this Section 3.5, none of the representation and warranties contained in this Section 3.5 are made with respect to the Proxy Statement, which instead are contained in Section 3.28. All of the audited financial statements and unaudited interim financial statements of the Company included in the Company SEC Documents (bi) complied as to form have been derived from the accounting books and records of the Company and the Company Subsidiaries, (ii) comply in all material respects with all the applicable accounting requirements and with the published rules and regulations of Nasdaqthe SEC with respect thereto, (iii) have been prepared in accordance with generally accepted accounting principles in the United States, applied on a consistent basis (“GAAP”) during the periods involved (except as may be indicated in the notes thereto and except, in the case of the unaudited interim statements of the Company, as may be permitted in accordance with Form 10-Q, 8-K or any successor form under the Exchange Act) and (iv) fairly present in all material respects the financial position, the Securities Act shareholders’ equity, the comprehensive income and the Xxxxxxxx-Xxxxx Act, as the case may be, and the applicable rules and regulations promulgated thereunder, in each case as in effect on the date each such document was filed with or furnished to the SEC. None cash flows of the Company Subsidiaries and its consolidated Subsidiaries, as applicable, as of the times and for the periods referenced therein (except as may be indicated in the notes thereto and subject, in the case of unaudited interim financial statements, to the absence of footnotes and to normal and recurring year-end adjustments, none of which, individually or in the aggregate, will be material). No Company Subsidiary is currently required to file periodic reports or furnish any form, report or other document with the SEC or under any applicable foreign securities Law or to any foreign securities exchange or quotation service. SEC. (b) As of the date of this Agreementhereof, there are no outstanding or unresolved comments in comment letters received from the SEC staff with respect to any of the Company SEC DocumentsDocuments remain outstanding or unresolved, and, to the Knowledge of the Company, none of the Company SEC Documents are subject to ongoing SEC review or investigation. The Company has complied with and is in compliance in all material respects with the applicable provisions of the Exchange Act, the Securities Act, the SEC and with the Xxxxxxxx-Xxxxx Act and the applicable listing and corporate governance rules, rules and regulations and requirements of Nasdaq. (c) The Company maintains a system of internal control over financial reporting (as defined in Rules 13a-15(f) and 15d-15(f) of the Exchange Act) designed to provide reasonable assurance with respect to the reliability of the Company’s financial reporting and the preparation of financial statements for external purposes in conformity with GAAP, including policies that provide reasonable assurance that (i) transactions are executed in accordance with management’s general or specific authorizations, (ii) access to assets is permitted only in accordance with management’s general or specific authorization and (iii) the recorded accountability for assets is compared with the existing assets at reasonable intervals and appropriate action is taken with respect to any differences. The audited consolidated Company has disclosed, based on the most recent evaluation of internal control over financial statements reporting prior to the date of this Agreement, to the Company’s independent auditors and unaudited consolidated interim the audit committee of the Company Board of Directors (and made available to Parent a summary of the important aspects of such disclosure, if any) (A) all “significant deficiencies” and “material weaknesses” (as such terms are defined in Auditing Standard No. 5 of the Public Company Accounting Oversight Board, as in effect on the date of this Agreement) in the design or operation of internal control over financial statements reporting that are reasonably likely to adversely affect the Company’s ability to record, process, summarize and report financial information and (includingB) any fraud, whether or not material, that involves management or other employees who have a significant role in the Company’s internal control over financial reporting. Since January 1, 2022, the Company has not identified any significant deficiencies or material weaknesses in the design or operation of the Company’s internal control over financial reporting. (d) The Company maintains disclosure controls and procedures (as defined in Rules 13a-15(e) and 15d-15(e) of the Exchange Act) designed to ensure that all information required to be disclosed by the Company in the reports that it files or submits in accordance with the Exchange Act is recorded, processed, summarized and reported within the time periods specified in the rules and forms of the SEC, and that all such information is accumulated and communicated to the Company’s management as appropriate to allow timely decisions with respect to required disclosure and to make the certifications of the chief executive officer and chief financial officer of the Company required in accordance with the Exchange Act with respect to such reports. (e) As of the date of this Agreement, no SEC Proceedings are pending or threatened in writing, in each case, with respect to any notes theretoaccounting practices of the Company or any Company Subsidiary or any malfeasance by any director or executive officer of the Company or any Company Subsidiary. Since January 1, 2020, no internal investigations with respect to accounting, auditing or revenue recognition have been conducted. (f) Each of the principal executive officer of the Company and the consolidated principal financial officer of the Company Subsidiaries included (or each former principal executive officer of the Company and each former principal financial officer of the Company, as applicable) has made all certifications required by Rule 13a-14 or 15d-14 promulgated under the Exchange Act and Sections 302 and 906 of the Xxxxxxxx-Xxxxx Act with respect to any applicable Company SEC Documents, and the statements contained in such certifications are correct and complete. “Principal executive officer” and “principal financial officer” have the meanings given to such terms in the Xxxxxxxx-Xxxxx Act. The Company does not have, and has not arranged any, outstanding “extensions of credit” to any current or incorporated by reference into former director or executive officer within the meaning of Section 402 of the Xxxxxxxx-Xxxxx Act. (g) Since January 1, 2020, neither the Company nor any Company Subsidiary has received any written or to the Knowledge of the Company, oral complaint, allegation, assertion or claim with respect to accounting, internal accounting controls, auditing practices, procedures, methodologies or methods of the Company or any Company Subsidiary, or unlawful accounting or auditing matters with respect to the Company or any Company Subsidiary. (h) Neither the Company nor any Company Subsidiary is a party to or bound by, or has any commitment to become a party to, any joint venture, off-balance sheet partnership or any similar Contract (including any Contract or arrangement relating to any transaction or relationship between or among the Company and any Company Subsidiary, on the one hand, and any unconsolidated Affiliate, on the other hand), including any structured finance, special purpose or limited purpose entity or Person, or any “off-balance sheet arrangements” (as defined in Item 303(a) of Regulation S-K promulgated under the Securities Act), where the result, purpose or effect of such Contract is to avoid disclosure of any material transaction involving, or material liabilities of, the Company or any Company Subsidiary in the Company SEC Documents (collectively, the “Company Financial Statements”) (i) were, except as may be indicated in the notes thereto, prepared in accordance with GAAP (as in effect in the United States on the date of such Company Financial Statement) applied on a consistent basis during the periods involved except, in the case of including any audited financial statements and unaudited statements, for normal year-end adjustments and the absence of notes that will not be material in amount or effect as permitted by SEC rules and regulations, (ii) present fairly, in all material respects, the consolidated interim financial position statements of the Company and the consolidated Company Subsidiaries and the results of their operations and their cash flows as of the dates and for the periods referred to therein (except as may be indicated in the notes thereto or, in the case of interim financial statements, for normal year-end adjustments that were not or will not be material in amount or effect) and (iii) have been prepared from and are in accordance with the books, records and accounts of the Company and the Company Subsidiaries. There are no unconsolidated Subsidiaries of the Company. No securitization transactions or other off-balance sheet arrangements exist or have been effected by the Company or the Company Subsidiaries since January 1, 2021included therein).

Company SEC Documents; Financial Statements. Since January 1, 20212010, the Company has timely filed with or otherwise furnished to (as applicable) the SEC, and made available to Parent, SEC all registration statements, prospectuses, forms, reports, definitive proxy statements, schedules, certifications schedules and documents and related exhibits and all other information incorporated therein required to be filed or furnished by it under the Securities Act or the Exchange Act, as the case may be, together with all certifications required pursuant to the Xxxxxxxx-Xxxxx Act of 2002, as amended (the “Xxxxxxxx-Xxxxx Act”) (such documents and any other documents filed or furnished by the Company with the SEC with any exhibits and schedules thereto and other information incorporated by reference or otherwise hyperlinked thereinSEC, as have been supplemented, modified or amended since the time of filing, collectively, the “Company SEC Documents”). As of their respective filing dates andor, if supplemented, modified or amended since the time of filing, as of the date of the most recent supplement, modification or amendment, the Company SEC Documents (ai) did not at the time each such document was filed contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary in order to make the statements made therein, in light of the circumstances under which they were made, not misleading and (bii) complied as to form in all material respects with all applicable requirements of Nasdaq, the Exchange Act, Act or the Securities Act and the Xxxxxxxx-Xxxxx Act, as the case may be, and the applicable Xxxxxxxx-Xxxxx Act, and the rules and regulations promulgated thereunder, in each case as in effect on the date each such document was filed with or furnished to the SECfiled. None Except for Sierra Pacific Power Company d/b/a NV Energy (“SPPC”) and Nevada Power Company d/b/a NV Energy (“NPC”), none of the Company Subsidiaries is currently required to file periodic any forms or reports with the SEC or under any applicable foreign securities Law or to any foreign securities exchange or quotation serviceSEC. As of the date of this Agreementhereof, there are no material outstanding or unresolved comments received from the SEC with respect to any of the reports filed by the Company SEC Documentswith the SEC. The Since January 1, 2010, the Company has complied with been and is in compliance in all material respects with the applicable provisions of the Exchange Act, the Securities Act, the SEC and with the Xxxxxxxx-Xxxxx Act and the applicable listing and corporate governance rules, rules and regulations and requirements of Nasdaqthe New York Stock Exchange. The audited consolidated financial statements and unaudited consolidated interim financial statements of the Company (including, in each case, any notes thereto) of the Company and the consolidated Company Subsidiaries included in or incorporated by reference into the Company SEC Documents (collectively, the “Company Financial Statements”) (ix) were, except complied as may be indicated of their respective dates of filing in all material respects with the notes then applicable accounting requirements and the published rules and regulations of the SEC with respect thereto, (y) were prepared in accordance conformity with GAAP (as in effect in the United States on the date of such Company Financial Statement) applied on a consistent basis during the periods involved except(except as may be indicated in the notes thereto or, in the case of unaudited interim financial statements, for normal and recurring year-end adjustments and the absence of notes that were not (or will not be be) material in amount or effect as permitted by SEC rules effect) and regulations, (iiz) present fairly, in all material respects, the consolidated financial position of the Company and the consolidated Company Subsidiaries and the results of their operations and their cash flows as of the dates and for the periods referred to therein (except as may be indicated in the notes thereto or, in the case of interim financial statements, for normal and recurring year-end adjustments that were not (or will not be be) material in amount or effect) and (iii) have been prepared from and are in accordance with the books, records and accounts of ). Neither the Company and the nor any Company Subsidiaries. There are no unconsolidated Subsidiaries of the Company. No securitization transactions Subsidiary is a party to, or other has any commitment to become a party to any “off-balance sheet arrangements exist arrangements” (as defined in Item 303(a) of Regulation S-K of the SEC)), where the result, purpose or have been effected by effect of such contract is to avoid disclosure of any material transaction involving, or material liabilities of, the Company or any of the Company Subsidiaries since January 1Subsidiaries, 2021in the Company Financial Statements or the Company SEC Documents.

Company SEC Documents; Financial Statements. Since As of their respective filing dates, (i) each of the Company's filings with the United States Securities and Exchange Commission (the "SEC") on Form 10-K dated October 25, 1999 for the year ended July 31, 1999 (including any Exhibits thereto) and the Reports on Form 10-Q for the quarters ended October 31, 1999, January 131, 20212000 and April 30, 2000 (including any Exhibits thereto) or the proxy statement dated October 15, 1999, in each case in the form filed by the Company has timely filed with or otherwise furnished to the SEC (as applicablethe "Company SEC Documents") the SECcomplied, and made available all similar documents filed from the date of this Agreement to Parentthe Closing Date will comply, in all registration statements, prospectuses, forms, reports, definitive proxy statements, schedules, certifications and documents and related exhibits and all other information incorporated therein required to be filed or furnished by it under material respects with the requirements of the Securities Act or the Exchange Act, as the case may be, together with all certifications required pursuant to and the Xxxxxxxx-Xxxxx Act rules and regulations of 2002, as amended (the “Xxxxxxxx-Xxxxx Act”) (such documents and any other documents filed or furnished by the Company with the SEC with any exhibits and schedules thereto and other information incorporated by reference or otherwise hyperlinked therein, as have been supplemented, modified or amended since the time of filing, collectively, the “promulgated thereunder applicable to such Company SEC Documents”). As Documents and (ii) none of their respective filing dates and, if supplemented, modified or amended since the time of filing, as of the date of the most recent supplement, modification or amendment, the Company SEC Documents (a) did not contain contained, nor will any similar document filed after the date of this Agreement contain, any untrue statement of a material fact or omit omitted, or will 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 and misleading. Each of the financial statements of the Company (bincluding the related notes) complied included or incorporated by reference in the Company SEC Documents (including any similar documents filed after the date of this Agreement) comply as to form in all material respects with all applicable accounting requirements of Nasdaq, the Exchange Act, the Securities Act and the Xxxxxxxx-Xxxxx Act, as the case may be, and the applicable published rules and regulations promulgated thereunder, in each case as in effect on the date each such document was filed with or furnished to the SEC. None of the Company Subsidiaries is currently required to file periodic reports with the SEC or under any applicable foreign securities Law or to any foreign securities exchange or quotation service. As of the date of this Agreement, there are no outstanding or unresolved comments received from the SEC with respect to any Company SEC Documents. The Company has complied with and is in compliance in all material respects with the applicable provisions of the Exchange Act, the Securities Act, the SEC and with the Xxxxxxxx-Xxxxx Act and the applicable listing and corporate governance rules, regulations and requirements of Nasdaq. The audited consolidated financial statements and unaudited consolidated interim financial statements (including, in each case, any notes thereto) of the Company and the consolidated Company Subsidiaries included in or incorporated by reference into the Company SEC Documents (collectively, the “Company Financial Statements”) (i) were, except as may be indicated in the notes thereto, have been prepared in accordance with GAAP generally accepted accounting principles (as in effect except, in the United States on case of unaudited statements, as permitted by Form 10-Q of the date of such Company Financial StatementSEC) applied on a consistent basis during the periods involved except, in the case of unaudited statements, for normal year-end adjustments and the absence of notes that will not be material in amount or effect as permitted by SEC rules and regulations, (ii) present fairly, in all material respects, the consolidated financial position of the Company and the consolidated Company Subsidiaries and the results of their operations and their cash flows as of the dates and for the periods referred to therein (except as may be indicated in the notes thereto or, in thereto) and fairly present the case consolidated financial position of interim financial statements, the Company and its consolidated subsidiaries as of the dates thereof and the consolidated results of their operations and cash flows for the periods then ended (subject to normal year-end adjustments that were not in the case of any unaudited interim financial statements). Except for liabilities and obligations incurred in the ordinary course of business consistent with past practice, since the date of the most recent consolidated balance sheet included in the Company SEC Documents, neither the Company nor any of its subsidiaries has any liabilities or will not obligations of any nature (whether accrued, absolute, contingent or otherwise) required by generally accepted accounting principles to be material in amount or effect) and (iii) have been prepared from and are in accordance with the books, records and accounts set forth on a consolidated balance sheet of the Company and its consolidated subsidiaries or in the Company Subsidiaries. There are no unconsolidated Subsidiaries of the Company. No securitization transactions or other off-balance sheet arrangements exist or have been effected by the Company or the Company Subsidiaries since January 1, 2021notes thereto.

Company SEC Documents; Financial Statements. (a) Since January 1December 31, 20212016, the Company has timely filed with (or otherwise furnished to (as applicableto) the SEC, and made available to Parent, SEC all registration statements, prospectuses, forms, reports, definitive proxy schedules, statements, schedulesexhibits and other documents (including exhibits, certifications financial statements and documents and related exhibits schedules thereto and all other information incorporated therein and amendments and supplements thereto) required by it to be filed (or furnished by it furnished) under the Exchange Act or the Securities Act or the Exchange Act, as the case may be, together with all certifications required pursuant to the Xxxxxxxx-Xxxxx Act of 2002, as amended (the “Xxxxxxxx-Xxxxx Act”) (such documents and any other documents filed or furnished by the Company with the SEC with any exhibits and schedules thereto and other information incorporated by reference or otherwise hyperlinked therein, as have been supplemented, modified or amended since the time of filing, collectively, the “Company SEC Documents”). As of their respective its filing dates and(or furnishing) date or, if supplemented, modified or amended since prior to the time date of filingthis Agreement, as of the date of the most recent supplement, modification or last such amendment, the each Company SEC Documents (a) Document complied in all material respects with the applicable requirements of the Exchange Act and the Securities Act, as the case may be. As of its filing date or, if amended prior to the date of this Agreement, as of the date of the last such amendment, each Company SEC Document filed pursuant to the Exchange Act did not contain any untrue statement of a material fact or omit to state a any material fact required to be stated therein or necessary in order to make the statements made therein, in light of the circumstances under which they were made, not misleading and (b) complied misleading. Each Company SEC Document that is a registration statement, as amended or supplemented, if applicable, filed pursuant to form in all material respects with all applicable requirements of Nasdaq, the Exchange Act, the Securities Act and the Xxxxxxxx-Xxxxx Act, as the case may be, and the applicable rules and regulations promulgated thereunder, in each case as in effect on of the date each such document was filed with registration statement or furnished amendment became effective prior to the SEC. None date of the Company Subsidiaries is currently this Agreement, did not contain any untrue statement of a material fact or omit to state any material fact required to file periodic reports with be stated therein or necessary in order to make the SEC or under any applicable foreign securities Law or to any foreign securities exchange or quotation servicestatements made therein not misleading. As of the date of this Agreement, there are no outstanding amendments or unresolved comments received from modifications to the Company SEC Documents that were required to be filed with (or furnished to) the SEC prior to the date of this Agreement, but that have not yet been filed with respect (or furnished to) the SEC. No Subsidiary of the Company is subject to any the periodic reporting requirements of the Exchange Act. All of the audited financial statements and unaudited interim financial statements of the Company included in the Company SEC Documents. The Company has complied with and is in compliance Documents (i) comply in all material respects with the applicable provisions of the Exchange Act, the Securities Act, the SEC accounting requirements and with the Xxxxxxxx-Xxxxx Act published rules and the applicable listing and corporate governance rules, regulations and requirements of Nasdaq. The audited consolidated financial statements and unaudited consolidated interim financial statements (including, in each case, any notes thereto) of the Company and the consolidated Company Subsidiaries included in or incorporated by reference into the Company SEC Documents (collectively, the “Company Financial Statements”) (i) were, except as may be indicated in the notes with respect thereto, (ii) have been prepared in accordance with GAAP (as in effect in the United States on the date of such Company Financial Statement) applied on a consistent basis during the periods involved (except as may be indicated in the notes thereto and except, in the case of the unaudited interim statements, for normal yearas may be permitted under Form 10-end adjustments Q of the Exchange Act) and the absence of notes that will not be material in amount or effect as permitted by SEC rules and regulations, (iiiii) fairly present fairly, in all material respectsrespects the financial position, the consolidated financial position stockholders’ equity, the results of operations and cash flows of the Company and the its consolidated Company Subsidiaries and the results of their operations and their cash flows as of the dates times and for the periods referred to therein (except as may be indicated in the notes thereto orand subject, in the case of unaudited interim financial statements, for to normal and recurring year-end adjustments that were not adjustments). (b) Prior to the date of this Agreement, the Company has furnished to Parent complete and correct copies of all comment letters from the SEC since December 31, 2016 through the date of this Agreement with respect to any of the Company SEC Documents, together with all written responses of the Company thereto. As of the date of this Agreement, there are no outstanding or will not be unresolved comments in comment letters received from the SEC staff with respect to any of the Company SEC Documents, and, to the Knowledge of the Company, none of the Company SEC Documents is subject to ongoing SEC review. (c) The Company is in compliance in all material respects with the applicable provisions of the Xxxxxxxx-Xxxxx Act and the applicable listing and governance rules and regulations of Nasdaq. (d) The Company maintains a system of internal control over financial reporting (as defined in amount or effectRules 13a-15(f) and 15d-15(f) of the Exchange Act) designed to provide reasonable assurance regarding the reliability of the Company’s financial reporting and the preparation of financial statements for external purposes in conformity with GAAP. The Company has evaluated the effectiveness of the Company’s internal control over financial reporting and, to the extent required by applicable Law, presented in any applicable Company SEC Document that is a report on Form 10-K or Form 10-Q or any amendment thereto its conclusions about the effectiveness of the internal control over financial reporting as of the end of the period covered by such report or amendment based on such evaluation. Based on the Company’s most recent evaluation of internal control over financial reporting prior to the date of this Agreement, the Company has no “significant deficiencies” or “material weaknesses” (iiias such terms are defined in Auditing Standard No. 5 of the Public Company Accounting Oversight Board, as in effect on the date of this Agreement) in the design or operation of internal control over financial reporting that are reasonably likely to adversely affect the Company’s ability to record, process, summarize and report financial information. Since December 31, 2016, there has been and is no fraud, whether or not material, that involves senior management or other employees who have a significant role in the Company’s internal control over financial reporting. (e) The Company maintains disclosure controls and procedures (as defined in Rules 13a-15(e) and 15d-15(e) of the Exchange Act) designed to ensure that all information required to be disclosed by the Company in the reports that it files or submits under the Exchange Act is recorded, processed, summarized and reported within the time periods specified in the rules and forms of the SEC, and that all such information is accumulated and communicated to the Company’s management as appropriate to allow timely decisions regarding required disclosure and to make the certifications of the chief executive officer and chief financial officer of the Company required under the Exchange Act with respect to such reports. (f) To the Knowledge of the Company, as of the date of this Agreement, there are no (i) SEC inquiries or investigations or (ii) other inquiries or investigations by Governmental Authorities or internal investigations pending or threatened, in each case regarding any accounting practices of the Company or any of its Subsidiaries or any malfeasance by any director or executive officer of the Company or any of its Subsidiaries. Since December 31, 2016 through the date of this Agreement, there have been prepared from and are in accordance with no material internal investigations regarding accounting, auditing or revenue recognition discussed with, reviewed by or initiated at the booksdirection of the chief executive officer, records and accounts chief financial officer, chief accounting officer or general counsel of the Company, the Company Board or any committee thereof. (g) Each of the principal executive officer of the Company and the principal financial officer of the Company Subsidiaries. There are no unconsolidated Subsidiaries (or each former principal executive officer of the Company and each former principal financial officer of the Company, as applicable) has made all certifications required by Rule 13a-14 or 15d-14 under the Exchange Act and Sections 302 and 906 of the Xxxxxxxx-Xxxxx Act with respect to the Company SEC Documents, and the statements contained in such certifications are true and accurate. No securitization transactions For purposes of this Agreement, “principal executive officer” and “principal financial officer” shall have the meanings given to such terms in the Xxxxxxxx-Xxxxx Act. The Company does not have, and has not arranged any, outstanding “extensions of credit” to directors or other executive officers within the meaning of Section 402 of the Xxxxxxxx-Xxxxx Act. (h) Since December 31, 2016, (i) neither the Company nor any of its Subsidiaries has received any written or, to the Knowledge of the Company, oral complaint, allegation, assertion or claim regarding accounting, internal accounting controls, auditing practices, procedures, methodologies or methods of the Company or any of its Subsidiaries, or unlawful accounting or auditing matters with respect to the Company or any of its Subsidiaries, and (ii) no attorney representing the Company or any of its Subsidiaries, whether or not employed by the Company or any of its Subsidiaries, has reported evidence of a violation of securities Laws, breach of fiduciary duty or similar violation by the Company or any of its Subsidiaries or any of their respective officers, directors, employees or agents to the Company Board or any committee thereof or to the general counsel or chief executive officer of the Company pursuant to the rules of the SEC adopted under Section 307 of the Xxxxxxxx-Xxxxx Act, except, in each case, as has not been, and would not reasonably be expected to be, individually or in the aggregate, materially adverse to the Company and its Subsidiaries, taken as a whole. (i) Neither the Company nor any of its Subsidiaries is a party to, or has any commitment to become a party to, any joint venture, off-balance sheet arrangements exist partnership or have been effected by any similar Contract (including any Contract or arrangement relating to any transaction or relationship between or among the Company and any of its Subsidiaries, on the one hand, and any unconsolidated affiliate, on the other hand), including any structured finance, special purpose or limited purpose entity or Person, or any “off-balance sheet arrangements” (as defined in Item 303(a) of Regulation S-K under the Securities Act), where the result, purpose or effect of such Contract is to avoid disclosure of any material transaction involving, or material liabilities of, the Company or any of its Subsidiaries in the Company Subsidiaries since January 1, 2021SEC Documents (including any audited financial statements and unaudited interim financial statements of the Company included therein).

Company SEC Documents; Financial Statements. Since January 1, 2021, the The Company has timely filed with or otherwise furnished to (as applicable) the SECall required reports, and made available to Parent, all registration proxy statements, prospectuses, forms, reportsand other documents, definitive proxy statementsincluding any amendments thereto, scheduleswith the SEC since December 31, certifications 1994 and documents and related exhibits prior to the date of this Agreement (the "Company SEC Documents"). As of their respective dates, (i) the Company SEC Documents complied, and all other information incorporated therein required similar documents filed prior to be filed or furnished by it under the Closing Date will comply, in all material respects with the requirements of the Securities Act of 1933, as amended (the "Securities Act"), or the Exchange Act, as the case may be, together with all certifications required pursuant to and the Xxxxxxxx-Xxxxx Act rules and regulations of 2002, as amended (the “Xxxxxxxx-Xxxxx Act”) (such documents and any other documents filed or furnished by the Company with the SEC with any exhibits and schedules thereto and other information incorporated by reference or otherwise hyperlinked therein, as have been supplemented, modified or amended since the time of filing, collectively, the “promulgated thereunder applicable to such Company SEC Documents”). As Documents and (ii) none of their respective filing dates and, if supplemented, modified or amended since the time of filing, as of the date of the most recent supplement, modification or amendment, the Company SEC Documents (a) did not contain contained, nor will any similar document filed after the date of this Agreement contain, any untrue statement of a material fact or omit omitted, or will 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 and misleading. The financial statements of the Company included in the Company SEC Documents (bincluding any similar documents filed after the date of this Agreement): (i) complied comply as to form in all material respects with all applicable accounting requirements of Nasdaq, the Exchange Act, the Securities Act and the Xxxxxxxx-Xxxxx Act, as the case may be, and the applicable published rules and regulations promulgated thereunder, in each case as in effect on the date each such document was filed with or furnished to the SEC. None of the Company Subsidiaries is currently required to file periodic reports with the SEC or under any applicable foreign securities Law or to any foreign securities exchange or quotation service. As of the date of this Agreement, there are no outstanding or unresolved comments received from the SEC with respect to any Company SEC Documents. The Company has complied with and is in compliance in all material respects with the applicable provisions of the Exchange Act, the Securities Act, the SEC and with the Xxxxxxxx-Xxxxx Act and the applicable listing and corporate governance rules, regulations and requirements of Nasdaq. The audited consolidated financial statements and unaudited consolidated interim financial statements (including, in each case, any notes thereto) of the Company and the consolidated Company Subsidiaries included in or incorporated by reference into the Company SEC Documents (collectively, the “Company Financial Statements”) (i) were, except as may be indicated in the notes thereto, (ii) have been prepared in accordance with GAAP generally accepted accounting principles (as in effect except, in the United States on case of unaudited statements, as permitted by Form 10-Q of the date of such Company Financial StatementSEC) applied on a consistent basis during the periods involved except, in the case of unaudited statements, for normal year-end adjustments and the absence of notes that will not be material in amount or effect as permitted by SEC rules and regulations, (ii) present fairly, in all material respects, the consolidated financial position of the Company and the consolidated Company Subsidiaries and the results of their operations and their cash flows as of the dates and for the periods referred to therein (except as may be indicated in the notes thereto or, in the case of interim financial statements, for normal year-end adjustments that were not or will not be material in amount or effect) and (iii) have been prepared from and are in accordance with fairly present the books, records and accounts consolidated financial position of the Company and its consolidated subsidiaries as of the dates thereof and the consolidated results of their operations and cash flows for the periods then ended. Neither the Company Subsidiaries. There are no unconsolidated Subsidiaries nor any of its subsidiaries has any liabilities or obligations of any nature (whether accrued, absolute, contingent or otherwise) required by generally accepted accounting principles to be set forth on a consolidated balance sheet or financial statement of the Company. No securitization transactions Company and its subsidiaries or other off-balance sheet arrangements exist in the notes thereto which have not been so noted or have been effected by the Company or the Company Subsidiaries since January 1, 2021disclosed to Parent.

Company SEC Documents; Financial Statements. (a) Since January 1, 20212017, the Company has filed or furnished (as applicable) on a timely basis with the SEC all forms, reports, schedules, statements and other documents (including exhibits and all other information incorporated therein) required to be filed with or otherwise furnished to (as applicable) the SEC, and made available to Parent, SEC under applicable Laws (all registration statements, prospectuses, forms, reports, definitive proxy statements, schedules, certifications and documents and related exhibits and all other information incorporated therein required to be such filed or furnished by it under the Securities Act or the Exchange Act, as the case may be, together with all certifications required pursuant to the Xxxxxxxx-Xxxxx Act of 2002, as amended (the “Xxxxxxxx-Xxxxx Act”) (such documents and any other documents filed or furnished by the Company with the SEC with any exhibits and schedules thereto and other information incorporated by reference or otherwise hyperlinked therein, as have been supplemented, modified or amended since the time of filing, collectivelydocuments, the “Company SEC Documents”). As of their respective filing dates (and, if supplemented, modified or amended since in the time case of filingregistration statements, as of the dates of effectiveness), or, if amended or superseded by a filing prior to the Agreement Date, on the date of the most recent supplement, modification last such amendment or amendmentsuperseding filing prior to the Agreement Date, the Company SEC Documents complied (aand any Company SEC Documents filed after the Agreement Date will comply) did not contain in all material respects with the applicable requirements of the Securities Act and the Exchange Act, as the case may be, including, in each case, the rules and regulations promulgated thereunder, and none of the Company SEC Documents at the time they were filed, or, if amended or superseded by a filing prior to the Agreement Date, on the date of the last such amendment or superseding filing prior to the Agreement Date, 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 light of the circumstances under which they were made, not misleading misleading. None of the Company’s Subsidiaries is required to file any forms, reports or other documents with the SEC. The Company has made available to Parent all comment letters received by the Company from the SEC or the staff thereof since January 1, 2017, and all responses to such comment letters filed by or on behalf of the Company. As of the Agreement Date, there are no outstanding or unresolved comments in comment letters received from the SEC or Nasdaq with respect to the Company SEC Documents. The Company has made available to Parent true and complete copies of 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. To the Knowledge of the Company, (i) none of the Company SEC Documents is the subject of ongoing SEC review and (ii) there are no inquiries or investigations by the SEC or any internal investigations pending or threatened, in each case regarding any accounting practices of the Acquired Corporations. (b) Since January 1, 2017, the consolidated financial statements (including the related notes and schedules thereto) included (or incorporated by reference) in the Company SEC Documents when filed complied as to form in all material respects with all applicable accounting requirements of Nasdaq, the Exchange Act, the Securities Act and the Xxxxxxxx-Xxxxx Act, as the case may be, and the applicable published rules and regulations promulgated thereunder, in each case as in effect on the date each such document was filed with or furnished to the SEC. None of the Company Subsidiaries is currently required to file periodic reports with the SEC or under any applicable foreign securities Law or to any foreign securities exchange or quotation service. As of the date of this Agreement, there are no outstanding or unresolved comments received from the SEC with respect to any Company SEC Documents. The Company has complied with and is in compliance in all material respects with the applicable provisions of the Exchange Act, the Securities Act, the SEC and with the Xxxxxxxx-Xxxxx Act and the applicable listing and corporate governance rules, regulations and requirements of Nasdaq. The audited consolidated financial statements and unaudited consolidated interim financial statements (including, in each case, any notes thereto) of the Company and the consolidated Company Subsidiaries included in or incorporated by reference into the Company SEC Documents (collectively, the “Company Financial Statements”) (i) were, except as may be indicated in the notes thereto, have been prepared in accordance with GAAP (as in effect in the United States on the date of such Company Financial Statement) applied on a consistent basis during the periods involved except, in the case of unaudited statements, for normal year-end adjustments and the absence of notes that will not be material in amount or effect as permitted by SEC rules and regulations, (ii) present fairly, in all material respects, the consolidated financial position of the Company and the consolidated Company Subsidiaries and the results of their operations and their cash flows as of the dates and for the periods referred to therein (except as may be indicated in the notes thereto orincluding, in the case of interim financial statements, for normal and recurring year-end adjustments, and as otherwise may be permitted by the SEC and to the absence of notes) applied on a consistent basis during the periods involved (except as indicated in the notes thereto including, in the case of interim financial statements, for normal and recurring year-end adjustments, and as otherwise may be permitted by the SEC and to the absence of notes) and fairly present in all material respects the consolidated financial position of the Company and its consolidated Subsidiaries as of the dates thereof and their respective consolidated results of operations and cash flows for the periods indicated therein (subject, in the case of unaudited statements, to normal and recurring year-end audit adjustments that were not are not, individually or will not be material in amount or effectthe aggregate, material). (c) The Company maintains a system of “internal control over financial reporting” (as defined in Rules 13a-15(f) and 15d-15(f) of the Exchange Act) in compliance with the Exchange Act and that is sufficient to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with GAAP and includes those policies and procedures that (i) pertain to the maintenance of records that in reasonable detail accurately and fairly reflect the transactions and dispositions of the Company’s and its Subsidiaries’ assets, (ii) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with GAAP, and that the Company’s and its Subsidiaries’ receipts and expenditures are being made only in accordance with authorizations of the Company’s management and directors, and (iii) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use or disposition of the Company’s and its Subsidiaries’ assets that could have been prepared from a material effect on the Company’s financial statements. (d) The Company has implemented and maintains “disclosure controls and procedures” (as defined in Rule 13a-15(e) of the Exchange Act) in compliance with the Exchange Act and that are reasonably designed to ensure the reliability of the Company’s financial reporting and the preparation of its financial statements for external purposes in accordance with the books, records GAAP and accounts of that material information concerning the Company and its Subsidiaries is made known on a timely basis to the Company Subsidiaries. There are no unconsolidated Subsidiaries individuals responsible for the preparation of the Company. ’s filings with the SEC and other public disclosure documents. (e) No securitization transactions Acquired Corporation is a party to, or other has entered into any Contract to become a party to, any joint venture, off-balance sheet arrangements exist partnership or have been effected any similar Contract (including any Contract relating to any transaction or relationship between or among the Acquired Corporations, on the one hand, and any unconsolidated Affiliate, including any structured finance, special purpose or limited purpose entity or Person, on the other hand), or any “off-balance sheet arrangements” (as defined in Item 303(a) of Regulation S-K of the SEC), where the purpose or effect of such Contract is to avoid disclosure of any material transaction involving, or material liabilities of, the Company in the Company’s audited financial statements or other Company SEC Documents. (f) Except as permitted by the Company or Exchange Act, including Sections 13(k)(2) and (3), neither the Company Subsidiaries nor any of its Affiliates acting on behalf of any of the Acquired Corporations has since January 1, 20212017 made any personal loans to any executive officer (as defined in Rule 3b-7 under the Exchange Act) or director of the Acquired Corporations. (g) Since January 1, 2017 to the Agreement Date, (i) none of the Acquired Corporations has received any material, unresolved, written complaint, allegation, assertion or claim regarding the accounting or auditing practices, procedures, methodologies or methods of the Acquired Corporations or their respective internal accounting controls relating to periods after January 1, 2017. (h) Since January 1, 2017, subject to any applicable grace periods, the Company has been and is in material compliance with all applicable provisions of the Xxxxxxxx-Xxxxx Act and the applicable rules and regulations of Nasdaq. (i) All inventory of the Acquired Corporations consists of a quality and quantity useable and saleable in the ordinary course of business, except for obsolete, damaged, defective or slow-moving items, all of which have been written off or written down to fair market value or for which reserves have been established in accordance with GAAP. Inventory as of the date hereof that was acquired subsequent to the date of the Balance Sheet was acquired in the ordinary course of business.

Company SEC Documents; Financial Statements. (a) Since January 1December 31, 20212014, the Company has timely filed with (or otherwise furnished to (as applicableto) the SEC, and made available to Parent, SEC all registration statements, prospectuses, forms, reports, definitive proxy schedules, statements, schedulesexhibits and other documents (including exhibits, certifications financial statements and documents and related exhibits schedules thereto and all other information incorporated therein and amendments and supplements thereto) required by it to be filed (or furnished by it furnished) under the Exchange Act or the Securities Act or the Exchange Act, as the case may be, together with all certifications required pursuant to the Xxxxxxxx-Xxxxx Act of 2002, as amended (the “Xxxxxxxx-Xxxxx Act”) (such documents and any other documents filed or furnished by the Company with the SEC with any exhibits and schedules thereto and other information incorporated by reference or otherwise hyperlinked therein, as have been supplemented, modified or amended since the time of filing, collectively, the “Company SEC Documents”). As of their respective its filing dates and(or furnishing) date or, if supplemented, modified or amended since prior to the time date of filingthis Agreement, as of the date of the most recent supplement, modification or last such amendment, the each Company SEC Documents (a) Document complied in all material respects with the applicable requirements of the Exchange Act and the Securities Act, as the case may be. As of its filing date or, if amended prior to the date of this Agreement, as of the date of the last such amendment, each Company SEC Document filed pursuant to the Exchange Act did not contain any untrue statement of a material fact or omit to state a any material fact required to be stated therein or necessary in order to make the statements made therein, in light of the circumstances under which they were made, not misleading and (b) complied misleading. Each Company SEC Document that is a registration statement, as amended or supplemented, if applicable, filed pursuant to form in all material respects with all applicable requirements of Nasdaq, the Exchange Act, the Securities Act and the Xxxxxxxx-Xxxxx Act, as the case may be, and the applicable rules and regulations promulgated thereunder, in each case as in effect on of the date each such document was filed with registration statement or furnished amendment became effective prior to the SEC. None date of the Company Subsidiaries is currently this Agreement, did not contain any untrue statement of a material fact or omit to state any material fact required to file periodic reports with be stated therein or necessary in order to make the SEC or under any applicable foreign securities Law or to any foreign securities exchange or quotation servicestatements made therein not misleading. As of the date of this Agreement, there are no outstanding amendments or unresolved comments received from modifications to the Company SEC Documents that were required to be filed with (or furnished to) the SEC prior to the date of this Agreement, but that have not yet been filed with respect (or furnished to) the SEC. No Subsidiary of the Company is subject to any the periodic reporting requirements of the Exchange Act. All of the audited financial statements and unaudited interim financial statements of the Company included in the Company SEC Documents. The Company has complied with and is in compliance Documents (i) comply in all material respects with the applicable provisions of the Exchange Act, the Securities Act, the SEC accounting requirements and with the Xxxxxxxx-Xxxxx Act published rules and the applicable listing and corporate governance rules, regulations and requirements of Nasdaq. The audited consolidated financial statements and unaudited consolidated interim financial statements (including, in each case, any notes thereto) of the Company and the consolidated Company Subsidiaries included in or incorporated by reference into the Company SEC Documents with respect thereto; (collectively, the “Company Financial Statements”ii) (i) were, except as may be indicated in the notes thereto, have been prepared in accordance with GAAP (as in effect in the United States on the date of such Company Financial Statement) applied on a consistent basis during the periods involved (except as may be indicated in the notes thereto and except, in the case of the unaudited interim statements, for normal yearas may be permitted under Form 10-end adjustments Q of the Exchange Act); and the absence of notes that will not be material in amount or effect as permitted by SEC rules and regulations, (iiiii) fairly present fairly, in all material respectsrespects the financial position, the consolidated financial position stockholders’ equity, the results of operations and cash flows of the Company and the its consolidated Company Subsidiaries and the results of their operations and their cash flows as of the dates times and for the periods referred to therein (except as may be indicated in the notes thereto orand subject, in the case of unaudited interim financial statements, for to normal and recurring year-end adjustments that were not adjustments). (b) The Company has heretofore furnished to Parent complete and correct copies of all comment letters from the SEC since December 31, 2014 through the date of this Agreement with respect to any of the Company SEC Documents, together with all written responses of the Company thereto. As of the date of this Agreement, there are no outstanding or will not be unresolved comments in comment letters received from the SEC staff with respect to any of the Company SEC Documents, and, to the Knowledge of the Company, none of the Company SEC Documents are subject to ongoing SEC review. (c) The Company is in compliance in all material respects with the applicable provisions of the Xxxxxxxx-Xxxxx Act and the applicable listing and governance rules and regulations of NASDAQ. (d) The Company maintains a system of internal control over financial reporting (as defined in amount or effectRules 13a-15(f) and 15d-15(f) of the Exchange Act) designed to provide reasonable assurance regarding the reliability of the Company’s financial reporting and the preparation of financial statements for external purposes in conformity with GAAP. The Company has evaluated the effectiveness of the Company’s internal control over financial reporting and, to the extent required by applicable Law, presented in any applicable Company SEC Document that is a report on Form 10-K or Form 10-Q or any amendment thereto its conclusions about the effectiveness of the internal control over financial reporting as of the end of the period covered by such report or amendment based on such evaluation. Based on the Company’s most recent evaluation of internal control over financial reporting prior to the date of this Agreement, (iiii) the Company has no “significant deficiencies” or “material weaknesses” (as such terms are defined in Auditing Standard No. 5 of the Public Company Accounting Oversight Board, as in effect on the date of this Agreement) in the design or operation of internal control over financial reporting that are reasonably likely to adversely affect the Company’s ability to record, process, summarize and report financial information and (ii) any fraud, whether or not material, that involves management or other employees who have a significant role in the Company’s internal control over financial reporting. (e) The Company maintains disclosure controls and procedures (as defined in Rules 13a-15(e) and 15d-15(e) of the Exchange Act) designed to ensure that all information required to be disclosed by the Company in the reports that it files or submits under the Exchange Act is recorded, processed, summarized and reported within the time periods specified in the rules and forms of the SEC, and that all such information is accumulated and communicated to the Company’s management as appropriate to allow timely decisions regarding required disclosure and to make the certifications of the chief executive officer and chief financial officer of the Company required under the Exchange Act with respect to such reports. (f) To the Knowledge of the Company, as of the date of this Agreement, there are no SEC inquiries or investigations, other inquiries or investigations by Governmental Authorities or internal investigations pending or threatened, in each case regarding any accounting practices of the Company or any of its Subsidiaries or any malfeasance by any director or executive officer of the Company or any of its Subsidiaries. Since December 31, 2014 through the date of this Agreement, there have been prepared from and are in accordance with no material internal investigations regarding accounting or revenue recognition discussed with, reviewed by or initiated at the booksdirection of the chief executive officer, records and accounts chief financial officer or general counsel, the Company Board or any committee thereof. (g) Each of the principal executive officer of the Company and the principal financial officer of the Company Subsidiaries. There are no unconsolidated Subsidiaries (or each former principal executive officer of the Company and each former principal financial officer of the Company, as applicable) has made all certifications required by Rule 13a-14 or 15d-14 under the Exchange Act and Sections 302 and 906 of the Xxxxxxxx-Xxxxx Act with respect to the Company SEC Documents, and the statements contained in such certifications are true and accurate. No securitization transactions For purposes of this Agreement, “principal executive officer” and “principal financial officer” shall have the meanings given to such terms in the Xxxxxxxx-Xxxxx Act. The Company does not have, and has not arranged any, outstanding “extensions of credit” to directors or other executive officers within the meaning of Section 402 of the Xxxxxxxx-Xxxxx Act. (h) Since December 31, 2014, (i) neither the Company nor any of its Subsidiaries has received any written or, to the Knowledge of the Company, oral complaint, allegation, assertion or claim regarding accounting, internal accounting controls, auditing practices, procedures, methodologies or methods of the Company or any of its Subsidiaries, or unlawful accounting or auditing matters with respect to the Company or any of its Subsidiaries and (ii) no attorney representing the Company or any of its Subsidiaries, whether or not employed by the Company or any of its Subsidiaries, has reported evidence of a violation of securities Laws, breach of fiduciary duty or similar violation by the Company or any of its Subsidiaries or any of their respective officers, directors, employees or agents to the Company Board or any committee thereof or to the general counsel or chief executive officer of the Company pursuant to the rules of the SEC adopted under Section 307 of the Xxxxxxxx-Xxxxx Act, except, in each case, as has not been, and would not reasonably be expected to be, individually or in the aggregate, materially adverse to the Company and its Subsidiaries, taken as a whole. (i) Neither the Company nor any of its Subsidiaries is a party to, or has any commitment to become a party to, any joint venture, off-balance sheet arrangements exist partnership or have been effected by any similar Contract (including any Contract or arrangement relating to any transaction or relationship between or among the Company and any of its Subsidiaries, on the one hand, and any unconsolidated affiliate, on the other hand), including any structured finance, special purpose or limited purpose entity or Person, or any “off-balance sheet arrangements” (as defined in Item 303(a) of Regulation S-K under the Securities Act), where the result, purpose or effect of such Contract is to avoid disclosure of any material transaction involving, or material liabilities of, the Company or any of its Subsidiaries in the Company Subsidiaries since January 1, 2021SEC Documents (including any audited financial statements and unaudited interim financial statements of the Company included therein).

Company SEC Documents; Financial Statements. Since January 1(i) The Company and each of its Subsidiaries has filed all reports, 2021, the Company has timely filed with or otherwise furnished to (as applicable) the SEC, and made available to Parent, all registration statements, prospectusesschedules, forms, reports, definitive proxy statements, schedules, certifications statements and other documents and related exhibits and all other information incorporated therein with the SEC required to be filed or furnished by it under the Securities Act or the Exchange Act, as the case may be, together with all certifications required pursuant to the Xxxxxxxx-Xxxxx Act of 2002, as amended (the “Xxxxxxxx-Xxxxx Act”) (such documents and any other documents filed or furnished by the Company with the SEC with any exhibits and schedules thereto and other information incorporated by reference or otherwise hyperlinked thereinits Subsidiaries since January 1, as have been supplemented, modified or amended since the time of filing, collectively, 2013 (the “Company SEC Documents”). As of their respective filing dates and, if supplemented, modified or amended since the time of filing, or, in the case of Company SEC Documents that are registration statements filed pursuant to the requirements of the Securities Act, their respective effective dates, or if amended or superseded prior to the date of this Agreement, then as of the date of such later filing, (A) each Company SEC Document complied as to form in all material respects with the most recent supplementrequirements of the Securities Act of 1933, modification as amended (the “Securities Act”), or amendmentthe Exchange Act, as the case may be, and the rules and regulations of the SEC promulgated thereunder applicable thereto, and (B) none of the Company SEC Documents (a) did not contain contained any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary in order to make the statements made therein, in light of the circumstances under which they were made, not misleading and (b) complied misleading. Each Company SEC Document that is a registration statement, as amended, if applicable, filed pursuant to form in all material respects with all applicable requirements of Nasdaq, the Exchange Act, the Securities Act and the Xxxxxxxx-Xxxxx Act, as the case may be, and the applicable rules and regulations promulgated thereunder, in each case as in effect on the date each such document was filed with or furnished to the SEC. None of the Company Subsidiaries is currently required to file periodic reports with the SEC or under any applicable foreign securities Law or to any foreign securities exchange or quotation service. As of the date such registration statement or amendment became effective, did not contain any untrue statement of this Agreement, there a material fact or omit to state any material fact required to be stated therein or necessary to make the statements made therein not misleading. There are no outstanding comments from, or unresolved comments received from issues raised by, the staff of the SEC with respect to any the Company Filed SEC Documents. The No enforcement action has been initiated against the Company has complied with and is relating to disclosures contained in compliance in all material respects with the applicable provisions of the Exchange Act, the Securities Act, the or omitted from any Company Filed SEC and with the Xxxxxxxx-Xxxxx Act and the applicable listing and corporate governance rules, regulations and requirements of Nasdaq. Document. (ii) The audited consolidated financial statements and the unaudited consolidated interim quarterly financial statements (including, in each case, any the notes thereto) of the Company and the consolidated Company Subsidiaries of WPZ included in or incorporated by reference into the Company SEC Documents have been prepared in all material respects in accordance with United States generally accepted accounting principles (collectively, the “Company Financial StatementsGAAP”) (iexcept, in the case of unaudited quarterly financial statements, as permitted by Form 10‑Q of the SEC or other applicable rules and regulations of the SEC) were, applied on a consistent basis during the periods and as of the dates involved (except as may be indicated in the notes thereto, prepared in accordance with GAAP (as in effect in the United States on the date of such Company Financial Statement) applied on a consistent basis during the periods involved except, in the case of unaudited statements, for normal year-end adjustments and the absence of notes that will not be material in amount or effect as permitted by SEC rules and regulations, (ii) fairly present fairly, in all material respects, respects the consolidated financial position of the Company and its consolidated Subsidiaries and of WPZ and its consolidated Subsidiaries as of the dates thereof and the consolidated Company Subsidiaries and the results of their operations and their cash flows as of the dates and for the periods referred to therein then ended (except as may be indicated in the notes thereto orsubject, in the case of interim unaudited quarterly financial statements, for to normal year-end adjustments that were not or will not be material in amount or effect) and to any other adjustments described therein). (iii) have been prepared from and are in accordance with the books, records and accounts Each of the Company and WPZ maintains disclosure controls and procedures required by Rule 13a-15(e) or Rule 15d-15(e) under the Exchange Act. Each of the Company Subsidiariesand WPZ maintains internal controls over financial reporting required by Rule 13a-15(f) or Rule 15d-15(f) under the Exchange Act. The Company’s and WPZ’s disclosure controls and procedures are reasonably designed to ensure that all material information required to be disclosed by each of the Company and WPZ in the reports that it files or furnishes under the Exchange Act is recorded, processed, summarized and reported within the time periods specified in the rules and forms of the SEC, and that all such material information is accumulated and communicated to the Company’s or WPZ’s management as appropriate to allow timely decisions regarding required disclosure and to make the certifications required pursuant to Sections 302 and 906 of the Xxxxxxxx-Xxxxx Act of 2002, as amended (the “Xxxxxxxx-Xxxxx Act”). Each of the Company’s and WPZ’s management has completed an assessment of the effectiveness of the Company’s and WPZ’s, respectively, internal controls over financial reporting in compliance with the requirements of Section 404 of the Xxxxxxxx-Xxxxx Act for the year ended December 31, 2014 and such assessment concluded that such controls were effective. Each of the Company and WPZ has disclosed, based on its most recent evaluation prior to the date of this Agreement, to the Company’s auditors and the Audit Committee of the Board of Directors of the Company, or to WPZ’s auditors and the Audit Committee of the Board of Directors of WPZ GP, as applicable, (A) any known significant deficiencies and material weaknesses in the design or operation of internal controls over financial reporting which are reasonably likely to adversely affect in any material respect the Company’s or WPZ’s ability, as applicable, to record, process, summarize and report financial information and (B) any known fraud, whether or not material, that involves management or other employees who have, in each case, a significant role in the Company’s, or WPZ’s, as applicable, internal controls over financial reporting, and each such significant deficiency, material weakness or fraud has been disclosed to Parent as of the date hereof. (iv) There are no unconsolidated liabilities or obligations of the Company or any of its Subsidiaries (whether known or unknown and whether accrued, absolute, contingent or otherwise), other than (A) liabilities or obligations reflected or reserved against in the consolidated balance sheet as of December 31, 2014 (or the notes thereto) (1) of the Company. No securitization transactions , included in the Company’s Current Report on Form 8-K filed with the SEC on May 7, 2015 or other off(2) of WPZ, included in WPZ’s Current Report on Form 8-balance sheet arrangements exist K filed with the SEC on May 7, 2015, (B) current liabilities incurred in the ordinary course of business since December 31, 2014, (C) liabilities or obligations incurred under the terms of this Agreement or in connection with the Transactions and (D) liabilities or obligations (whether known or unknown and whether accrued, absolute, contingent or otherwise) that would not have been effected by or would not reasonably be expected to have, individually or in the aggregate, a Company or the Company Subsidiaries since January 1, 2021Material Adverse Effect.

Company SEC Documents; Financial Statements. Since January 1(i) The Company and each of its Subsidiaries has filed all reports, 2021, the Company has timely filed with or otherwise furnished to (as applicable) the SEC, and made available to Parent, all registration statements, prospectusesschedules, forms, reports, definitive proxy statements, schedules, certifications statements and other documents and related exhibits and all other information incorporated therein with the SEC required to be filed or furnished by it under the Securities Act or the Exchange Act, as the case may be, together with all certifications required pursuant to the Xxxxxxxx-Xxxxx Act of 2002, as amended (the “Xxxxxxxx-Xxxxx Act”) (such documents and any other documents filed or furnished by the Company with the SEC with any exhibits and schedules thereto and other information incorporated by reference or otherwise hyperlinked thereinits Subsidiaries since January 1, as have been supplemented, modified or amended since the time of filing, collectively, 2013 (the “Company SEC Documents”). As of their respective filing dates and, if supplemented, modified or amended since the time of filing, or, in the case of Company SEC Documents that are registration statements filed pursuant to the requirements of the Securities Act, their respective effective dates, or if amended or superseded prior to the date of this Agreement, then as of the date of such later filing, (A) each Company SEC Document complied as to form in all material respects with the most recent supplementrequirements of the Securities Act of 1933, modification as amended (the “Securities Act”), or amendmentthe Exchange Act, as the case may be, and the rules and regulations of the SEC promulgated thereunder applicable thereto, and (B) none of the Company SEC Documents (a) did not contain contained any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary in order to make the statements made therein, in light of the circumstances under which they were made, not misleading and (b) complied misleading. Each Company SEC Document that is a registration statement, as amended, if applicable, filed pursuant to form in all material respects with all applicable requirements of Nasdaq, the Exchange Act, the Securities Act and the Xxxxxxxx-Xxxxx Act, as the case may be, and the applicable rules and regulations promulgated thereunder, in each case as in effect on the date each such document was filed with or furnished to the SEC. None of the Company Subsidiaries is currently required to file periodic reports with the SEC or under any applicable foreign securities Law or to any foreign securities exchange or quotation service. As of the date such registration statement or amendment became effective, did not contain any untrue statement of this Agreement, there a material fact or omit to state any material fact required to be stated therein or necessary to make the statements made therein not misleading. There are no outstanding comments from, or unresolved comments received from issues raised by, the staff of the SEC with respect to any the Company Filed SEC Documents. The No enforcement action has been initiated against the Company has complied with and is relating to disclosures contained in compliance in all material respects with the applicable provisions of the Exchange Act, the Securities Act, the or omitted from any Company Filed SEC and with the Xxxxxxxx-Xxxxx Act and the applicable listing and corporate governance rules, regulations and requirements of Nasdaq. Document. (ii) The audited consolidated financial statements and the unaudited consolidated interim quarterly financial statements (including, in each case, any the notes thereto) of the Company and the consolidated Company Subsidiaries of WPZ included in or incorporated by reference into the Company SEC Documents have been prepared in all material respects in accordance with United States generally accepted accounting principles (collectively, the “Company Financial StatementsGAAP”) (iexcept, in the case of unaudited quarterly financial statements, as permitted by Form 10-Q of the SEC or other applicable rules and regulations of the SEC) were, applied on a consistent basis during the periods and as of the dates involved (except as may be indicated in the notes thereto, prepared in accordance with GAAP (as in effect in the United States on the date of such Company Financial Statement) applied on a consistent basis during the periods involved except, in the case of unaudited statements, for normal year-end adjustments and the absence of notes that will not be material in amount or effect as permitted by SEC rules and regulations, (ii) fairly present fairly, in all material respects, respects the consolidated financial position of the Company and its consolidated Subsidiaries and of WPZ and its consolidated Subsidiaries as of the dates thereof and the consolidated Company Subsidiaries and the results of their operations and their cash flows as of the dates and for the periods referred to therein then ended (except as may be indicated in the notes thereto orsubject, in the case of interim unaudited quarterly financial statements, for to normal year-end adjustments that were not or will not be material in amount or effect) and to any other adjustments described therein). (iii) have been prepared from and are in accordance with the books, records and accounts Each of the Company and WPZ maintains disclosure controls and procedures required by Rule 13a-15(e) or Rule 15d-15(e) under the Exchange Act. Each of the Company Subsidiariesand WPZ maintains internal controls over financial reporting required by Rule 13a-15(f) or Rule 15d-15(f) under the Exchange Act. The Company’s and WPZ’s disclosure controls and procedures are reasonably designed to ensure that all material information required to be disclosed by each of the Company and WPZ in the reports that it files or furnishes under the Exchange Act is recorded, processed, summarized and reported within the time periods specified in the rules and forms of the SEC, and that all such material information is accumulated and communicated to the Company’s or WPZ’s management as appropriate to allow timely decisions regarding required disclosure and to make the certifications required pursuant to Sections 302 and 906 of the Xxxxxxxx-Xxxxx Act of 2002, as amended (the “Xxxxxxxx-Xxxxx Act”). Each of the Company’s and WPZ’s management has completed an assessment of the effectiveness of the Company’s and WPZ’s, respectively, internal controls over financial reporting in compliance with the requirements of Section 404 of the Xxxxxxxx-Xxxxx Act for the year ended December 31, 2014 and such assessment concluded that such controls were effective. Each of the Company and WPZ has disclosed, based on its most recent evaluation prior to the date of this Agreement, to the Company’s auditors and the Audit Committee of the Board of Directors of the Company, or to WPZ’s auditors and the Audit Committee of the Board of Directors of WPZ GP, as applicable, (A) any known significant deficiencies and material weaknesses in the design or operation of internal controls over financial reporting which are reasonably likely to adversely affect in any material respect the Company’s or WPZ’s ability, as applicable, to record, process, summarize and report financial information and (B) any known fraud, whether or not material, that involves management or other employees who have, in each case, a significant role in the Company’s, or WPZ’s, as applicable, internal controls over financial reporting, and each such significant deficiency, material weakness or fraud has been disclosed to Parent as of the date hereof. (iv) There are no unconsolidated liabilities or obligations of the Company or any of its Subsidiaries (whether known or unknown and whether accrued, absolute, contingent or otherwise), other than (A) liabilities or obligations reflected or reserved against in the consolidated balance sheet as of December 31, 2014 (or the notes thereto) (1) of the Company. No securitization transactions , included in the Company’s Current Report on Form 8-K filed with the SEC on May 7, 2015 or other off(2) of WPZ, included in WPZ’s Current Report on Form 8-balance sheet arrangements exist K filed with the SEC on May 7, 2015, (B) current liabilities incurred in the ordinary course of business since December 31, 2014, (C) liabilities or obligations incurred under the terms of this Agreement or in connection with the Transactions and (D) liabilities or obligations (whether known or unknown and whether accrued, absolute, contingent or otherwise) that would not have been effected by or would not reasonably be expected to have, individually or in the aggregate, a Company or the Company Subsidiaries since January 1, 2021Material Adverse Effect.

Company SEC Documents; Financial Statements. (a) Since January 1, 20212013, the Company has timely filed with or otherwise furnished transmitted to (as applicable) the SEC, and made available to Parent, SEC all registration statements, prospectuses, material forms, reports, definitive proxy statements, schedules, certifications and reports or other documents and related (including exhibits and all other information incorporated therein by reference therein) required to be filed or furnished by it under the Securities Act or the Exchange Act, as the case may be, together with all certifications required pursuant to the Xxxxxxxx-Xxxxx Act of 2002, as amended (the “Xxxxxxxx-Xxxxx Act”) (such documents and any other documents filed or furnished by the Company with or to the SEC with any exhibits and schedules thereto and other information incorporated by reference or otherwise hyperlinked therein, as have been supplemented, modified or amended since the time of filing, collectively, (the “Company SEC Documents”). As of their respective filing dates anddates, or, if supplementedamended, modified or amended since prior to the time of filingdate hereof, as of the date of the most recent supplement, modification or last such amendment, the Company SEC Documents (a) did not contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary in order to make the statements made therein, in light of the circumstances under which they were made, not misleading and (b) complied as to form in all material respects with all applicable the requirements of Nasdaq, the Exchange Act, the Securities Act and or the Xxxxxxxx-Xxxxx Exchange Act, as the case may be, and the applicable rules and regulations promulgated thereunder, in each case as in effect on and none of the Company SEC Documents at the time it was filed (or, if amended, prior to the date each hereof, as of the date of the last such document was filed amendment) contained any untrue statement of a material fact or omitted to state any material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they were made, or are to be made, not misleading. No subsidiary of the Company is subject to the periodic reporting requirements of the Exchange Act or is otherwise required to file any forms, documents, statements, certifications or reports with or furnished to the SEC. None of the Company Subsidiaries is currently required to file periodic reports with There are no outstanding or unresolved comments in comment letters received from the SEC or under any applicable foreign securities Law or to any foreign securities exchange or quotation serviceby the Company. As of the date hereof, to the knowledge of this Agreementthe Company, there are no outstanding or unresolved comments received from the SEC with respect to any the Company SEC Documents. , and to the knowledge of the Company, none of the Company SEC Documents is the subject of ongoing SEC review, outstanding SEC comment or outstanding SEC investigation. (b) The consolidated financial statements (including all related notes and schedules) of the Company included in the Company SEC Documents fairly present in all material respects the consolidated financial position of the Company and its consolidated subsidiaries and Affiliated Entities as of the respective dates thereof and their consolidated results of operations and consolidated cash flows and changes in stockholders’ equity for the respective periods then ended (subject, in the case of unaudited statements, to normal year-end audit adjustments, to the absence of notes and to any other adjustments described therein, including in any notes thereto) and have been prepared in conformity with GAAP applied on a consistent basis during the periods involved (except as may be indicated therein or in the notes thereto) and applicable accounting requirements and published rules and regulations of the SEC. (c) The Company has complied with and is in compliance in all material respects with the applicable provisions of the Exchange Act, the Securities Act, the SEC and with the Xxxxxxxx-Xxxxx Act of 2002 (as amended, the “Xxxxxxxx-Xxxxx Act”) and the applicable listing application and corporate governance rulesother rules and regulations of NASDAQ. Since January 1, regulations and requirements 2013, neither the Company nor any of Nasdaq. The audited consolidated financial statements and unaudited consolidated interim financial statements (including, in each case, its subsidiaries or Affiliated Entities has made any notes thereto) prohibited loans to any executive officer of the Company and the consolidated Company Subsidiaries included in or incorporated by reference into the Company SEC Documents (collectively, the “Company Financial Statements”) (i) were, except as may be indicated in the notes thereto, prepared in accordance with GAAP (as defined in effect in Rule 3b-7 under the United States on the date of such Company Financial StatementExchange Act) applied on a consistent basis during the periods involved except, in the case of unaudited statements, for normal year-end adjustments and the absence of notes that will not be material in amount or effect as permitted by SEC rules and regulations, (ii) present fairly, in all material respects, the consolidated financial position director of the Company and the consolidated Company Subsidiaries and the results or any of their operations and their cash flows as of the dates and for the periods referred to therein (except as may be indicated in the notes thereto or, in the case of interim financial statements, for normal year-end adjustments that were not its subsidiaries or will not be material in amount or effect) and (iii) have been prepared from and are in accordance with the books, records and accounts of the Company and the Company SubsidiariesAffiliated Entities. There are no unconsolidated Subsidiaries outstanding loans or other extensions of credit made by the Company or any of its subsidiaries or Affiliated Entities to any executive officer (as defined in Rule 3b-7 under the Exchange Act) or director of the Company. No securitization transactions Neither the Company nor any of its subsidiaries or other off-Affiliated Entities is a party to, or has any commitment to become a party to, any “off balance sheet arrangements exist or have been effected arrangement” (as defined in Item 303(a) of Regulation S-K promulgated by the Company or the Company Subsidiaries since January 1, 2021SEC).

Company SEC Documents; Financial Statements. (a) Since January February 1, 2021, the Company has timely filed or furnished with or otherwise furnished to (as applicable) the SEC, and made available to Parent, SEC all registration statements, prospectuses, forms, reports, definitive proxy statements, schedules, certifications and documents and related exhibits and all other information incorporated therein reports required to be filed or furnished prior to the date hereof by it under the Securities Act or the Exchange Act, as the case may be, together with all certifications required pursuant to the Xxxxxxxx-Xxxxx Act of 2002, as amended (the “Xxxxxxxx-Xxxxx Act”) (such documents and any other documents filed or furnished by the Company with the SEC (together with any amendments, exhibits and schedules thereto and other information incorporated by reference or otherwise hyperlinked therein, as have been supplemented, modified or amended since the time of filing, collectively, the “Company SEC Documents”). As of their respective filing dates anddates, or, if supplemented, modified or amended since the time of filingamended, as of the date of the most recent supplement, modification or last such amendment, the Company SEC Documents (a) did not contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary in order to make the statements made therein, in light of the circumstances under which they were made, not misleading and (b) complied as to form in all material respects with all applicable the requirements of Nasdaq, the Exchange Act, the Securities Act and the Xxxxxxxx-Xxxxx Exchange Act, as the case may be, and the applicable rules and regulations promulgated thereunder, in each case as in effect on the date each such document was filed with or furnished to the SEC. None and none of the Company Subsidiaries is currently SEC Documents at the time it was filed by the Company (or, if amended, as of the date of the last amendment) contained any untrue statement of a material fact or omitted to state any material fact required to file periodic reports be stated therein or necessary to make the statements therein, in light of the circumstances under which they were made, or are to be made, not misleading; provided, however, in each case, that no representation is made as to the accuracy of any financial projections or forward-looking statements or the completeness of any information filed or furnished by the Company with the SEC or solely for the purposes of complying with Regulation FD promulgated under any applicable foreign securities Law or to any foreign securities exchange or quotation service. the Exchange Act. (b) As of the date of this Agreement, there are no outstanding or unresolved comments in comment letters received by the Company or any of its Subsidiaries from the SEC with respect to any or its staff. To the Knowledge of the Company, as of the date hereof, none of the Company SEC Documents. Documents is the subject of ongoing SEC review, outstanding SEC comment or outstanding SEC investigation. (c) The Company has complied with and is in compliance in all material respects with the applicable provisions of the Exchange Act, the Securities Act, the SEC and with the Xxxxxxxx-Xxxxx Act and the applicable listing and corporate governance rules, regulations and requirements of Nasdaq. The audited consolidated financial statements and unaudited consolidated interim financial statements (including, in each case, any notes theretoincluding all related notes) of the Company and the consolidated Company Subsidiaries included in or incorporated by reference into the Company SEC Documents (collectively, the “Company Financial Statements”) (i) werefairly present in all material respects the consolidated financial position of the Company and its consolidated Subsidiaries as of the respective dates thereof and its consolidated statements of operations and consolidated statements of cash flows for the respective periods then ended (subject, except as may be indicated in the notes theretocase of unaudited interim statements, to normal year-end audit adjustments and absence of notes) and (ii) were prepared in accordance with GAAP (as in effect except, in the United States on case of unaudited statements, as permitted by Form 10-Q, Form 8-K or any successor form or other rules under the date of such Company Financial StatementExchange Act) applied on a consistent basis during the periods involved except, in the case of unaudited statements, for normal year-end adjustments and the absence of notes that will not be material in amount or effect as permitted by SEC rules and regulations, (ii) present fairly, in all material respects, the consolidated financial position of the Company and the consolidated Company Subsidiaries and the results of their operations and their cash flows as of the dates and for the periods referred to therein (except as may be indicated therein or in the notes thereto or, in the case of interim financial statements, for normal year-end adjustments that were not or will not be material in amount or effect) and (iii) have been prepared from and are in accordance with the books, records and accounts of the Company and the Company Subsidiaries. There are no unconsolidated Subsidiaries of the Company. No securitization transactions or other off-balance sheet arrangements exist or have been effected by the Company or the Company Subsidiaries since January 1, 2021thereto).

Company SEC Documents; Financial Statements. Since January 1, 2021, the The Company has timely filed each statement, report, registration statement (with or otherwise furnished to (as applicable) the SEC, and made available to Parent, all registration statements, prospectuses, forms, reports, definitive proxy statements, schedules, certifications and documents and related exhibits and all other information incorporated therein prospectus in the form required to be filed or furnished by it under pursuant to Rule 424(b) of the Securities Act or Act), definitive proxy statement, and other filing required to be filed with the Exchange Act, as the case may be, together with all certifications required pursuant to the Xxxxxxxx-Xxxxx Act of 2002, as amended (the “Xxxxxxxx-Xxxxx Act”) (such documents and any other documents filed or furnished SEC by the Company between January 1, 2007 and the date hereof, and, prior to the Effective Time, the Company will file any additional documents required to be filed with the SEC with any exhibits and schedules thereto and other information incorporated by reference or otherwise hyperlinked therein, as have been supplemented, modified or amended since the time of filing, Company prior to the Effective Time (collectively, the “Company SEC Documents”). In addition, the Company has made available to Parent all exhibits to the Company SEC Documents filed prior to the date hereof that are (a) requested by Parent; and (b) not available in complete form through XXXXX (“Requested Company Confidential Exhibits”) and will promptly make available to Parent all Requested Company Confidential Exhibits to any additional Company SEC Documents filed prior to the Effective Time. All documents required to be filed as exhibits to the Company SEC Documents have been so filed. As of their respective filing dates and, if supplemented, modified or amended since the time of filing, as of the date of the most recent supplement, modification or amendmentdates, the Company SEC Documents (a) did not contain complied in all material respects with the requirements of the Exchange Act and the Securities Act and none of the Company SEC Documents contained any untrue statement of a material fact or omit omitted to state a material fact required to be stated therein or necessary in order to make the statements made therein, in light of the circumstances under in which they were made, not misleading and misleading, except to the extent corrected by a subsequently filed Company SEC Document prior to the date hereof. The financial statements of the Company, including the notes thereto, included in the Company SEC Documents (b) the “Company Financial Statements”), complied as to form in all material respects with all applicable accounting requirements of Nasdaq, and with the Exchange Act, the Securities Act and the Xxxxxxxx-Xxxxx Act, as the case may be, and the applicable published rules and regulations promulgated thereunder, in each case as in effect on the date each such document was filed with or furnished to the SEC. None of the Company Subsidiaries is currently required to file periodic reports with the SEC or under any applicable foreign securities Law or to any foreign securities exchange or quotation service. As of the date of this Agreement, there are no outstanding or unresolved comments received from the SEC with respect to any Company SEC Documents. The Company has complied with thereto as of their respective dates, and is in compliance in all material respects with the applicable provisions of the Exchange Act, the Securities Act, the SEC and with the Xxxxxxxx-Xxxxx Act and the applicable listing and corporate governance rules, regulations and requirements of Nasdaq. The audited consolidated financial statements and unaudited consolidated interim financial statements (including, in each case, any notes thereto) of the Company and the consolidated Company Subsidiaries included in or incorporated by reference into the Company SEC Documents (collectively, the “Company Financial Statements”) (i) were, except as may be indicated in the notes thereto, have been prepared in accordance with GAAP (as in effect in the United States on the date of such Company Financial Statement) applied on a basis consistent basis during throughout the periods involved except, in the case of unaudited statements, for normal year-end adjustments indicated and the absence of notes that will not be material in amount or effect as permitted by SEC rules and regulations, (ii) present fairly, in all material respects, the consolidated financial position of the Company and the consolidated Company Subsidiaries and the results of their operations and their cash flows as of the dates and for the periods referred to therein consistent with each other (except as may be indicated in the notes thereto or, in the case of interim unaudited statements included in Quarterly Reports on Form 10-Q, as permitted by Form 10-Q of the SEC). The Company Financial Statements fairly present the financial statementscondition, for normal year-end adjustments that were not or will not be material in amount or effect) operating results and (iii) have been prepared from and are in accordance with the books, records and accounts cash flow of the Company and its Subsidiaries at the dates and during the periods presented therein (subject, in the case of unaudited statements, to normal, recurring year-end adjustments). There has been no change in the Company Subsidiaries. There are no unconsolidated Subsidiaries of accounting policies except as described in the Company. No securitization transactions or other off-balance sheet arrangements exist or have been effected by notes to the Company or the Company Subsidiaries since January 1, 2021Financial Statements.

Company SEC Documents; Financial Statements. Since January 1, 2021, the (a) The Company has filed or furnished, on a timely filed with or otherwise furnished to (as applicable) the SEC, and made available to Parentbasis, all registration statementsreports, prospectusesschedules, forms, reports, definitive proxy statements, schedules, certifications statements and other documents and related (including exhibits and all other information incorporated therein therein) with the SEC required to be filed or furnished by it the Company under the Securities Exchange Act or the Exchange Actsince March 1, as the case may be, together with all certifications required pursuant to the Xxxxxxxx-Xxxxx Act of 2002, as amended (the “Xxxxxxxx-Xxxxx Act”) 2022 (such documents and documents, collectively with any other documents filed or furnished during such period by the Company with to the SEC with on a voluntary basis, any exhibits and schedules thereto to any of the foregoing documents and other information incorporated by reference or otherwise hyperlinked therein, as have been supplemented, modified or amended since the time of filing, collectively, the “Company SEC Documents”). As Each of their respective filing dates andthe Company SEC Documents, if supplemented, modified or amended since as of the time of filingits filing or furnishing (or, if applicable, as of the time of its most recent amendment or supplement, or, in the case of a Company SEC Document that is a registration statement filed pursuant to the Securities Act or a proxy statement filed pursuant to the Exchange Act, on the date of effectiveness of such Company SEC Document or date of mailing, respectively), complied or will comply (as applicable), as to form in all material respects with, to the extent in effect at such time, the requirements of the Securities Act, the Exchange Act and the Xxxxxxxx-Xxxxx Act of 2002 (“SOX”) applicable to such Company SEC Document, and none of the Company SEC Documents when filed or furnished (or, if amended, as of the date of the such most recent amendment or supplement, modification or amendmentor, in the case of a Company SEC Documents (a) did not contain Document that is a registration statement filed pursuant to the Securities Act or a proxy statement filed pursuant to the Exchange Act, on the date of effectiveness of such Company SEC Document or date of mailing, respectively), 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 light of the circumstances under which they were made, not misleading and misleading. (b) Each of the consolidated financial statements (including the related notes and schedules thereto) of the Company included in the Company SEC Documents (or incorporated therein by reference) complied at the time it was filed or, if amended, as of the date of such most recent amendment, as to form in all material respects with all the applicable accounting requirements of Nasdaq, the Exchange Act, the Securities Act and the Xxxxxxxx-Xxxxx Act, as the case may be, and the applicable published rules and regulations promulgated thereunder, in each case as in effect on the date each such document was filed with or furnished to the SEC. None of the Company Subsidiaries is currently required to file periodic reports with the SEC or under any applicable foreign securities Law or to any foreign securities exchange or quotation service. As of the date of this Agreement, there are no outstanding or unresolved comments received from the SEC with respect to any Company SEC Documents. The Company has complied with and is thereto in compliance in all material respects with effect at the applicable provisions time of the Exchange Actsuch filing or amendment, the Securities Act, the SEC and with the Xxxxxxxx-Xxxxx Act and the applicable listing and corporate governance rules, regulations and requirements of Nasdaq. The audited consolidated financial statements and unaudited consolidated interim financial statements (including, in each case, any notes thereto) of the Company and the consolidated Company Subsidiaries included in or incorporated by reference into the Company SEC Documents (collectively, the “Company Financial Statements”) (i) were, except as may be indicated in the notes thereto, had been prepared in accordance with GAAP (as applied in effect in the United States on the date of such Company Financial Statement) applied on a manner consistent basis during throughout the periods involved except, in the case of unaudited statements, for normal year-end adjustments and the absence of notes that will not be material in amount or effect as permitted by SEC rules and regulations, (ii) present fairly, in all material respects, the consolidated financial position of the Company and the consolidated Company Subsidiaries and the results of their operations and their cash flows as of the dates and for the periods referred to therein (except as may be indicated in the notes thereto or, in the case of interim financial unaudited statements, as permitted by the rules and regulations of the SEC) and fairly presented in all material respects the consolidated financial position of the Company and its consolidated Subsidiaries as of the dates thereof and the consolidated results of its operations and cash flows for the periods then ended (subject, in the case of unaudited statements, to normal yearperiod-end audit adjustments that were not and are not material individually or will not in the aggregate). There are no outstanding or unresolved comments from the SEC with respect to any of the Company SEC Documents, and, to the Knowledge of the Company, none of the Company SEC Documents are subject to any pending proceeding by or before the SEC. (c) The Company has established and maintains “disclosure controls and procedures” (as defined in Rule 13a-15 or 15d-15, as applicable, under the Exchange Act). Such disclosure controls and procedures are reasonably designed to ensure that information required to be disclosed by the Company in the reports it files or submits under the Exchange Act is recorded, processed, summarized and reported within the time periods specified in the rules and forms of the SEC and all such material information is made known to the Company’s principal executive officer and principal financial officer. The Company has established and maintains a system of “internal control over financial reporting” (as defined in amount or effectRule 13a-15 under the Exchange Act). Such internal control over financial reporting provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with GAAP and includes policies and procedures that (i) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of the Company, (ii) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with GAAP, and that receipts and expenditures of the Company are being made only in accordance with authorizations of management and directors of the Company, and (iii) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use or disposition of the Company’s assets that could have a material effect on its financial statements. The Company has disclosed, based on its most recent evaluation of its internal control over financial reporting prior to the date of this Agreement, to the Company’s auditors and audit committee (A) any significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which would be reasonably expected to materially adversely affect the Company’s ability to record, process, summarize and report financial information and (B) any fraud, whether or not material, known to management, that involves management or other employees who have a significant role in internal control over financial reporting, all of which information described in clauses (A) and (B) above has been prepared from disclosed to Parent prior to the date of this Agreement. Since March 1, 2022, the Company has not received any credible written (or to the Knowledge of the Company, oral) complaint, allegation, assertion or claim of any material improper activity regarding the accounting or auditing practices, procedures, methodologies or methods of the Company or its Subsidiaries or their respective internal accounting controls. (d) As of the date of this Agreement, neither the Company nor any of the Company’s Subsidiaries is a party to, or has any commitment to become a party to, any joint venture, off-balance sheet partnership or any similar Contract (including any Contract relating to any transaction or relationship between or among the Company and are any of its Subsidiaries, on the one hand, and any unconsolidated Affiliate, including any structured finance, special purpose or limited purpose entity or Person, on the other hand) or any “off-balance sheet arrangement” (as defined in accordance with Item 303(a) of Regulation S-K of the booksSEC), records and accounts where the result, purpose or effect of such arrangement is to avoid having any material transaction involving, or material liabilities of, the Company or any of its Subsidiaries reflected or disclosed in the Company’s or such Subsidiary’s financial statements or other Company SEC Documents. (e) Each of the principal executive officer of the Company and the principal financial officer of the Company Subsidiarieshas made all certifications required by Rules 13a-14 and 15d-14 under the Exchange Act and Sections 302 and 906 of SOX with respect to the Company SEC Documents, and the statements contained in such certifications are accurate in all material respects. There are no unconsolidated For purposes of this Agreement, “principal executive officer” and “principal financial officer” shall have the meanings given to such terms in SOX. (f) None of the Subsidiaries of the CompanyCompany is subject to the reporting requirements of Section 13a or Section 15d of the Exchange Act. No securitization transactions Neither the Company nor any of its Subsidiaries are required by applicable Law to make any filings or reports in respect of the Shares or other off-balance sheet arrangements exist or have been effected by securities of the Company or any of its Subsidiaries with any Governmental Authority outside of the United States whose primary responsibility is for the regulation of securities except, with respect to the Company’s Subsidiaries, for failures to make any such filings or reports that would not reasonably be expected to have, individually or in the aggregate, a Company Subsidiaries since January 1, 2021Material Adverse Effect.

Company SEC Documents; Financial Statements. Since January 1, 2021, the (a) The Company has timely filed with or otherwise furnished to (as applicable) the SEC, and made available to Parent, SEC Documents constitute all registration statements, prospectuses, forms, reports, definitive proxy statements, schedules, certifications and reports or documents and related (including all exhibits and all other information incorporated therein therein, amendments and supplements thereto) in each case required to be filed or furnished prior to the date of this Agreement by it the Acquired Companies with the SEC under any of the Securities Act, the Exchange Act or the Exchange ActIndenture, as the case may beapplicable, together with all certifications required pursuant to the Xxxxxxxx-Xxxxx Act of 2002since January 1, as amended 2013 (the “Xxxxxxxx-Xxxxx Act”) (such documents and any other documents filed or furnished by the Company with the SEC with any exhibits and schedules thereto and other information incorporated by reference or otherwise hyperlinked therein, as have been supplemented, modified or amended since the time of filing, collectively, the “Company SEC DocumentsApplicable Date”). As of their respective filing dates anddates, or, if supplemented, modified or amended since the time of filingamended, as of the date of the most recent supplement, modification or last such amendment, the Company SEC Documents (a) did not contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary in order to make the statements made therein, in light of the circumstances under which they were made, not misleading and (b) complied as to form in all material respects with all applicable the requirements of Nasdaqthe Securities Act, the Exchange Act, the Securities Sarbanes Oxley Act of 2002 (the “Sarbanes Oxley Act”) and the Xxxxxxxx-Xxxxx ActIndenture, as the case may be, and the applicable rules and regulations promulgated thereunder, in each case as in effect on the date each of any such document was filed with or furnished to the SEC. None filing, and none of the Company Subsidiaries SEC Documents at the time of filing (or, if amended prior to the date of this Agreement, as of the date of such amendment) contained any untrue statement of a material fact or omitted to state any 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 such statements were made, or are to be made, not misleading. Other than under the Indenture, none of the Acquired Companies is currently required to file periodic any reports or forms with the SEC SEC. (b) The Company has provided to Parent true and complete copies of the following: (i) the audited consolidated balance sheets of Affinia Group Intermediate Holdings Inc. and its Subsidiaries as of and for the years ended December 31, 2013 and December 31, 2014, (ii) the related audited, consolidated statements of operations, stockholder’s equity and cash flows of Affinia Group Intermediate Holdings Inc. and its Subsidiaries as of and for the years ended December 31, 2013 and December 31, 2014 (such items (i) and (ii), collectively, the “Audited Financial Statements”), (iii) the unaudited, consolidated balance sheet of Affinia Group Intermediate Holdings Inc. and its Subsidiaries as of May 31, 2015 (such date, the “Balance Sheet Date” and such balance sheet, the “Interim Balance Sheet”), and (iv) the related unaudited, consolidated statements of operations of Affinia Group Intermediate Holdings Inc. and its Subsidiaries for the period ended on the Balance Sheet Date (such items (iii) and (iv), the “Interim Financial Statements” and collectively with the Audited Financial Statements, the “Financial Statements”). (c) The Audited Financial Statements have been prepared in accordance with GAAP consistently applied throughout the periods covered thereby and in a manner consistent with past practice, in all material respects, from period to period from financial information contained in the financial, accounting and operating data and records of the Acquired Companies and the ASA Entities, and present fairly in all material respects the consolidated financial condition, changes in cash flows and results of operations of the Acquired Companies and the ASA Entities as of the respective dates thereof and for the respective periods indicated. The Interim Financial Statements have been prepared in accordance with GAAP consistently applied throughout the periods covered thereby and in a manner consistent with past practice, in all material respects, from period to period from financial information contained in the financial, accounting and operating data and records of the Acquired Companies, and present fairly in all material respects (subject to (i) the absence of footnote disclosures and other presentation items and (ii) changes resulting from customary year-end adjustments consistent with past practice) the consolidated financial condition and results of operations of the Acquired Companies as of the respective dates thereof and for the respective periods indicated. (d) The Company has provided to Parent true and complete copies of (i) the unaudited balance sheet of the Company as of and for the year ended December 31, 2014, (ii) the related unaudited statements of operations of the Company as of and for the year ended December 31, 2014 (such items (i) and (ii), the “XXXX Financial Statements”). The XXXX Financial Statements have been prepared in accordance with GAAP consistently applied throughout the periods covered thereby and in a manner consistent with past practice, in all material respects, from period to period from financial information contained in the financial, accounting and operating data and records of the Company, and present fairly in all material respects (subject to the absence of footnote disclosures and other presentation items) the financial condition and results of operations of the Company as of the date thereof and for the period indicated. From January 1, 2015 through the date of this Agreement, the Company has conducted no business operations, acquired no assets, and has incurred no Liabilities or under any expenses other than immaterial Liabilities for corporate compliance and with regard to the XXXX Loan, the total repayment obligations for which as of the Balance Sheet Date (including all outstanding principal amount, accrued and unpaid interest and applicable foreign securities Law or to any foreign securities exchange or quotation service. fees) was $20,400,000. (e) As of the date of this Agreement, there are no outstanding or unresolved comments received the accounts receivable of the filtration operation of the ASA Entities which may be purchased by a newly formed Subsidiary of the Company in Brazil pursuant to the Call and Put Option Agreement represent bona fide claims of the filtration division against the ASA Entities (including each of Automotiva and Xxxxxxxxxx as if such entities had been separate from the SEC filtration operation) for products provided or services performed and all such accounts receivable are collectible (without deduction, discount, set-off, waiver or modification to the extent included within the Interim Financial Statements), and all products provided and services performed which gave rise to such accounts were delivered or performed in accordance with respect to any Company SEC Documentsthe applicable orders or Contracts. The Company has complied Interim Financial Statements do not reflect or include any income, cost, expense, account receivable of the ASA Entities, nor include (other than as a reserve provision) any obligation that is intended to be released, reduced, forgiven or waived as part of the ASA Transactions. (f) Affinia Group Intermediate Holdings, Inc. (“Affinia Intermediate”) maintains disclosure controls and procedures required by Rules 13a-15 and 15d-15 of the Exchange Act. Such disclosure controls and procedures are reasonably designed to ensure that material information required to be disclosed by Affinia Intermediate in reports that it files under the Exchange Act is recorded and reported on a timely basis to the individuals responsible for the preparation of Affinia Intermediate’s filings with and is the SEC. Affinia Intermediate maintains internal controls over financial reporting (as defined in compliance Rule 13a-15 or 15d-15, as applicable, under the Exchange Act) sufficient in all material respects with to provide reasonable assurance regarding the applicable provisions reliability of Affinia Intermediate’s financial reporting and the preparation of the Exchange Act, the Securities Act, the SEC and with the Xxxxxxxx-Xxxxx Act and the applicable listing and corporate governance rules, regulations and requirements of Nasdaq. The audited consolidated Affinia Intermediate’s financial statements and unaudited consolidated interim financial statements (includingfor external purposes, in each case, any notes thereto) of the Company and the consolidated Company Subsidiaries included in or incorporated by reference into the Company SEC Documents (collectively, the “Company Financial Statements”) (i) were, except as may be indicated in the notes thereto, prepared in accordance with GAAP GAAP. Since the Applicable Date, the Affinia Intermediate’s chief executive officer and chief financial officer have disclosed to Affinia Intermediate’s auditors and to the audit committee of the board of directors of Affinia Intermediate (as in effect A) any “significant deficiencies” and “material weaknesses” in the United States on the date design or operation of such Company Financial Statementits internal controls over financial reporting that are reasonably likely to adversely affect in any material respect Affinia Intermediate’s ability to record, process, summarize and report financial information and (B) applied on any fraud, whether or not material, that involves management or other employees who have a consistent basis during the periods involved exceptsignificant role in Affinia Intermediate’s internal control over financial reporting, in the case of unaudited statements, for normal year-end adjustments (A) and (B) to the extent such persons have knowledge of the same. Copies of the minutes of the meetings of the audit committee of the board of directors of Affinia Intermediate and the absence Company held from the Applicable Date to the date of notes this Agreement have been provided to Parent or its representatives. The terms “significant deficiencies” and “material weaknesses” have the meanings assigned to such terms in Rule 13a-15(f) of the Exchange Act. The Acquired Companies maintain systems of internal accounting controls sufficient in all material respects to provide reasonable assurances that will not be material (i) transactions are executed in amount accordance with management’s general or effect as permitted by SEC rules specific authorization, and regulations, (ii) present fairly, in all material respects, transactions are recorded as necessary to permit the consolidated preparation of financial position of the Company statements on a consistent basis and the consolidated Company Subsidiaries and the results of their operations and their cash flows as of the dates and to maintain accountability for the periods referred to therein (except as may be indicated in the notes thereto or, in the case of interim financial statements, for normal year-end adjustments that were not or will not be material in amount or effect) and (iii) have been prepared from and are in accordance with the books, records and accounts of the Company and the Company Subsidiaries. There are no unconsolidated Subsidiaries of the Company. No securitization transactions or other off-balance sheet arrangements exist or have been effected by the Company or the Company Subsidiaries since January 1, 2021assets.

Company SEC Documents; Financial Statements. (a) Since January 1, 2021, the Company has timely filed or furnished with or otherwise furnished to (as applicable) the SEC, and made available to Parent, SEC all registration statements, prospectuses, material forms, reports, definitive proxy statements, schedules, certifications and documents and related exhibits and all other information incorporated therein reports required to be filed or furnished prior to the date hereof by it under with the Securities Act or the Exchange Act, as the case may be, together with all certifications required pursuant to the Xxxxxxxx-Xxxxx Act of 2002SEC (such documents, as amended (the “Xxxxxxxx-Xxxxx Act”) (such documents and any other documents filed or furnished by the Company with the SEC with any exhibits and schedules thereto and other information incorporated by reference or otherwise hyperlinked therein, as have been supplemented, modified or amended since the time of filing, collectively, the “Company SEC Documents”). As of their respective filing dates anddates, or, if supplemented, modified or amended since the time of filingamended, as of the date of the most recent supplement, modification or last such amendment, the Company SEC Documents complied in all material respects with the requirements of the Securities Act and the Exchange Act, as the case may be, and none of the Company SEC Documents at the time it was filed (aor, if amended, as of the date of the last amendment) did not contain contained any untrue statement of a material fact or omit omitted to state a any 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, or are to be made, not misleading and misleading. (b) complied The consolidated financial statements (including all related notes) of the Company included in the Company SEC Documents fairly present in all material respects the consolidated financial position of the Company and its consolidated Subsidiaries as of the respective dates thereof and its consolidated statements of operations and consolidated statements of cash flows for the respective periods then ended (subject, in the case of unaudited interim statements, to normal year-end audit adjustments, the absence of notes and any other adjustments described therein, including in any notes thereto), complied, as of the date of filing of the applicable Company SEC Document, as to form in all material respects with all applicable requirements the published rules and regulations of Nasdaqthe SEC with respect thereto, and were prepared in conformity with GAAP (except, in the case of unaudited statements, as permitted by Form 10-Q, Form 8-K or any successor form or other rules under the Exchange Act, ) applied on a consistent basis during the Securities Act and periods involved (except as may be indicated therein or in the Xxxxxxxx-Xxxxx Act, as the case may be, and the applicable rules and regulations promulgated thereunder, in each case as in effect on the date each such document was filed with or furnished to the SEC. None of the Company Subsidiaries is currently required to file periodic reports with the SEC or under any applicable foreign securities Law or to any foreign securities exchange or quotation service. notes thereto). (c) As of the date of this Agreement, there are no outstanding or unresolved comments in comment letters received by the Company or any of its Subsidiaries from the SEC with respect or its staff relating to any the Company SEC Documents. The Company has complied with and is in compliance in all material respects with To the applicable provisions Knowledge of the Exchange ActCompany, as of the date hereof, none of the Company SEC Documents are the subject of ongoing SEC review, outstanding SEC comment or outstanding SEC investigation. (d) Neither the Company nor any of its Subsidiaries is a party to, or has any commitment to become a party to, any joint venture, off-balance sheet partnership or any similar contract, including any contract or arrangement relating to any transaction or relationship between or among the Company and any of its Subsidiaries, on the one hand, and any unconsolidated Affiliate, including any structured finance, special purpose or limited purpose entity or Person, on the other hand, or any “off-balance sheet arrangements” (as defined in Item 303(a) of Regulation S-K of the Securities Act), where the purpose of such arrangement is to avoid disclosure of any material transaction involving, or material liabilities of, the SEC and with Company or any of its Subsidiaries in the Xxxxxxxx-Xxxxx Act and the applicable listing and corporate governance rules, regulations and requirements of Nasdaq. The audited consolidated financial statements and unaudited consolidated interim financial statements (including, in each case, any notes thereto) of the Company and the consolidated Company Subsidiaries included in or incorporated by reference into the Company SEC Documents (collectively, the “Company Financial Statements”) (i) were, except as may be indicated in the including all related notes and schedules thereto, prepared in accordance with GAAP (as in effect in the United States on the date of such Company Financial Statement) applied on a consistent basis during the periods involved except, in the case of unaudited statements, for normal year-end adjustments and the absence of notes that will not be material in amount or effect as permitted by SEC rules and regulations, (ii) present fairly, in all material respects, the consolidated financial position of the Company and the consolidated Company Subsidiaries and the results of their operations and their cash flows as of the dates and for the periods referred to therein (except as may be indicated in the notes thereto or, in the case of interim financial statements, for normal year-end adjustments that were not or will not be material in amount or effect) and (iii) have been prepared from and are in accordance with the books, records and accounts of the Company and the Company Subsidiaries. There are no unconsolidated Subsidiaries of the Company. No securitization transactions or other off-balance sheet arrangements exist or have been effected by the Company or the Company Subsidiaries since January 1, 2021).

Company SEC Documents; Financial Statements. (a) Since January 1, 20212019, the Company has timely filed or furnished with or otherwise furnished to (as applicable) the SEC, and made available to Parent, SEC all registration statements, prospectuses, material forms, reports, definitive proxy statements, schedules, certifications and documents and related exhibits and all other information incorporated therein reports required to be filed or furnished prior to the date hereof by it under the Securities Act or the Exchange Act, as the case may be, together with all certifications required pursuant to the Xxxxxxxx-Xxxxx Act of 2002, as amended (the “Xxxxxxxx-Xxxxx Act”) (such documents and any other documents filed or furnished by the Company with the SEC with any exhibits and schedules thereto and other information incorporated by reference or otherwise hyperlinked therein, as have been supplemented, modified or amended since the time of filing, collectively, (the “Company SEC Documents”). As of their respective filing dates anddates, or, if supplemented, modified or amended since the time of filingamended, as of the date of the most recent supplement, modification or last such amendment, the Company SEC Documents (a) did not contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary in order to make the statements made therein, in light of the circumstances under which they were made, not misleading and (b) complied as to form in all material respects with all applicable the requirements of Nasdaq, the Exchange Act, the Securities Act and the XxxxxxxxExchange Act and the Sxxxxxxx-Xxxxx ActAct of 2002, as the case may be, and the applicable rules and regulations promulgated thereunder, in each case as in effect on the date each such document was filed with or furnished to the SEC. None and none of the Company Subsidiaries is currently SEC Documents at the time it was filed (or, if amended, as of the date of the last amendment) contained any untrue statement of a material fact or omitted to state any material fact required to file periodic reports with be stated therein or necessary to make the SEC statements therein, in light of the circumstances under which they were made, or under any applicable foreign securities Law or are to any foreign securities exchange or quotation service. be made, not misleading. (b) As of the date of this Agreement, there are no outstanding or unresolved comments in comment letters received by the Company or any of its Subsidiaries from the SEC with respect or its staff that would be required to any be disclosed under Item 1B of Form 10-K under the Exchange Act. To the Knowledge of the Company, as of the date hereof, none of the Company SEC DocumentsDocuments is the subject of ongoing SEC review or investigation. There has been no material correspondence between the SEC, on the one hand, and the Company and any of its Subsidiaries, on the other hand, occurring since December 31, 2020 on or prior to the date hereof that is not available to the public on the SEC’s Electronic Data Gathering and Retrieval database. (c) The consolidated financial statements (including all related notes) of the Company has complied with and is included in compliance the Company SEC Documents (i) fairly present in all material respects with the applicable provisions consolidated financial position of the Exchange ActCompany and its consolidated Subsidiaries as of the respective dates thereof and its consolidated statements of operations and consolidated statements of cash flows for the respective periods then ended (subject, in the Securities Actcase of unaudited interim statements, the SEC to normal year-end audit adjustments, and with the Xxxxxxxx-Xxxxx Act and the applicable listing and corporate governance rulesany other adjustments described therein, regulations and requirements of Nasdaq. The audited consolidated financial statements and unaudited consolidated interim financial statements (includingincluding in any notes thereto, in each case, any notes thereto) of which would not, individually or in the aggregate, be material to the Company and the consolidated Company Subsidiaries included in or incorporated by reference into the Company SEC Documents (collectivelyits Subsidiaries, the “Company Financial Statements”taken as a whole) (i) were, except as may be indicated in the notes thereto, were prepared in accordance conformity with GAAP (as in effect except, in the United States on case of unaudited statements, as permitted by Form 10-Q or any successor form or other rules under the date of such Company Financial StatementExchange Act) applied on a consistent basis during the periods involved except, (except as may be indicated therein or in the case of unaudited statements, for normal year-end adjustments and the absence of notes that will not be material in amount or effect as permitted by SEC rules and regulationsthereto), (ii) present fairlyare in accordance, in all material respects, with the consolidated financial position books and records of the Company and the its consolidated Company Subsidiaries and the results of their operations and their cash flows as of the dates and for the periods referred to therein (except as may be indicated in the notes thereto orSubsidiaries, in the case of interim financial statements, for normal year-end adjustments that were not or will not be material in amount or effect) and (iii) have been prepared from and are comply in accordance all material respects with the books, records applicable accounting requirements and accounts with the rules and regulations of the Company SEC, the Exchange Act, the Securities Act and the Company Subsidiaries. There are no unconsolidated Subsidiaries of the Company. No securitization transactions or other off-balance sheet arrangements exist or have been effected by the Company or the Company Subsidiaries since January 1, 2021DGCL.

Company SEC Documents; Financial Statements. (a) Since January 1December 30, 20212012, the Company has filed or furnished (as applicable) on a timely basis with the SEC all forms, reports, schedules, statements and other documents (including exhibits and all other information incorporated therein) required to be filed with or otherwise furnished to (as applicable) the SEC, and made available to Parent, all registration statements, prospectuses, forms, reports, definitive proxy statements, schedules, certifications and documents and related exhibits and all other information incorporated therein required to be filed or furnished by it under the Securities Act or the Exchange Act, as the case may be, together with all certifications required pursuant to the Xxxxxxxx-Xxxxx Act of 2002, as amended (the “Xxxxxxxx-Xxxxx Act”) (such documents and any other documents filed or furnished by the Company with the SEC under applicable Laws prior to the Agreement Date (all such filed or furnished documents, together with any all exhibits and schedules thereto and other all information incorporated therein by reference or otherwise hyperlinked therein, as have been supplemented, modified or amended since the time of filing, collectivelyreference, the “Company SEC Documents”). As of their respective filing dates (and, if supplemented, modified or amended since in the time case of filingregistration statements, as of the dates of effectiveness), or, if amended or superseded by a filing prior to the Agreement Date, on the date of the most recent supplement, modification last such amendment or amendmentsuperseding filing prior to the Agreement Date, the Company SEC Documents (a) did not contain complied in all material respects with the applicable requirements of the Securities Act and the Exchange Act, as the case may be, including, in each case, the rules and regulations promulgated thereunder, and none of the Company SEC Documents at the time they were filed, or, if amended or superseded by a filing prior to the Agreement Date, on the date of the last such amendment or superseding filing prior to the Agreement Date, 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 light of the circumstances under which they were made, not misleading misleading. None of the Company’s Subsidiaries is required to file any forms, reports or other documents with the SEC. No current or former executive officer of the Company has failed to make the certifications required of him or her under Rule 13a-14 or 15d-14 promulgated under the Exchange Act or Section 302 or 906 of the Xxxxxxxx-Xxxxx Act with respect to any Company SEC Document since December 30, 2012, and such certifications were materially true and complete, and complied in all material respects as to form and content with all applicable Laws as of the date made. The Company has made available to Parent or Purchaser true and complete copies of all correspondence, other than transmittal correspondence, between the SEC, on the one hand, and the Company, on the other, since December 30, 2012, including all SEC comment letter and responses to such comment letters and responses to such comment letters by or on behalf of the Company. As of the Agreement Date, there are no outstanding or unresolved comments in comment letters received from the SEC or NASDAQ with respect to the Company SEC Documents. To the Knowledge of the Company, none of the Company SEC Documents is the subject of ongoing SEC review and there are no inquiries or investigations by the SEC or any internal investigations pending or threatened, in each case regarding any accounting practices of the Acquired Corporations. (b) complied Since December 30, 2012, the consolidated financial statements (including the related notes and schedules thereto) included (or incorporated by reference) in the Company SEC Documents comply as to form in all material respects with all applicable accounting requirements of Nasdaq, the Exchange Act, the Securities Act and the Xxxxxxxx-Xxxxx Actpublished rules and regulations of the SEC with respect thereto, have been prepared in accordance with GAAP (except, in the case of unaudited statements, as may be permitted by the SEC) applied on a consistent basis during the periods involved (except as may be indicated in the notes thereto) and fairly present in all material respects the consolidated financial position of the Company and its consolidated Subsidiaries as of the dates thereof and their respective consolidated results of operations and cash flows for the periods indicated therein (subject, in the case may beof unaudited statements, to normal and recurring year-end audit adjustments that are not, individually or in the aggregate, material), all in accordance with GAAP and the applicable rules and regulations promulgated thereunder, in each case as in effect on the date each such document was filed with or furnished to by the SEC. None of the Company Subsidiaries is currently required to file periodic reports with the SEC or under any applicable foreign securities Law or to any foreign securities exchange or quotation service. As of the date of this AgreementAgreement Date, the Company does not intend to correct or restate, and to the Company’s Knowledge there are no outstanding is not any basis to correct or unresolved comments received from the SEC with respect to restate, any Company SEC Documents. The Company has complied with and is in compliance in all material respects with the applicable provisions of the Exchange Act, the Securities Act, the SEC and with the Xxxxxxxx-Xxxxx Act and the applicable listing and corporate governance rules, regulations and requirements of Nasdaq. The audited consolidated financial statements and or unaudited consolidated interim financial statements (including, in each case, any notes the notes, if any, thereto) of the Company and the consolidated Company Subsidiaries included filed in or incorporated by reference into furnished with the Company SEC Documents Documents. No financial statements of any Person other than the Company and the Subsidiaries set forth on Section 3.3 of the Company Disclosure Schedule are required by GAAP to be included in the consolidated financial statements of the Company. (collectivelyc) The Company has implemented and maintained, and at all times since December 30, 2012 has maintained, a system of “internal control over financial reporting” (as defined in Rules 13a-15(f) and 15d-15(f) of the “Company Financial Statements”Exchange Act) designed to provide reasonable assurances regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with GAAP, and includes those policies and procedures that: (i) were, except pertain to the maintenance of records that in reasonable detail accurately and fairly reflect the transactions and dispositions of the assets of the Company on a consolidated basis; (ii) provide reasonable assurance that transactions are recorded as may be indicated in the notes thereto, prepared necessary to permit preparation of financial statements in accordance with GAAP (as and that receipts and expenditures are being made only in effect in the United States on the date accordance with authorizations of such Company Financial Statement) applied on a consistent basis during the periods involved except, in the case of unaudited statements, for normal year-end adjustments management and the absence of notes that will not be material in amount or effect as permitted by SEC rules and regulations, (ii) present fairly, in all material respects, the consolidated financial position directors of the Company and the consolidated Company Subsidiaries and the results of their operations and their cash flows as of the dates and for the periods referred to therein (except as may be indicated in the notes thereto or, in the case of interim financial statements, for normal year-end adjustments that were not or will not be material in amount or effect) Company; and (iii) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use or disposition of the assets of the Acquired Corporations that could have been prepared from a material effect on the Company’s financial statements. (d) The Company (i) has implemented and maintains “disclosure controls and procedures” (as defined in Rule 13a-15(e) of the Exchange Act) that are in accordance with designed to ensure that material information relating to the booksCompany, records including its consolidated Subsidiaries, is made known to the Chief Executive Officer and accounts the Chief Financial Officer of the Company by others within those entities and (ii) has disclosed, based on its most recent evaluation prior to the Agreement Date, to the Company’s outside auditors and the audit committee of the Company SubsidiariesBoard (A) any significant deficiencies and material weaknesses in the design or operation of “internal control over financial reporting” that would be reasonably likely to adversely affect in any material way the Company’s ability to record, process, summarize and report financial information and (B) any fraud, whether or not material, that involves management or other employees who have a significant role in the Company’s “internal control over financial reporting.” Any material change in internal control over financial reporting required to be disclosed in any Company SEC Document has been so disclosed. There are no unconsolidated Subsidiaries The Company has evaluated the effectiveness of the Company’s disclosure controls and procedures and, to the extent required by applicable Law, presented in any applicable Company SEC Document that is a report on Form 10-K or Form 10-Q or any amendment thereto its conclusions about the effectiveness of the disclosure controls and procedures as of the end of the period covered by such report or amendment based on such evaluation; and, to the extent required by applicable Law, disclosed in such report or amendment any change in the Company’s internal control over financial reporting that occurred during the period covered by such report or amendment that has materially affected, or is reasonably likely to materially affect, the Company’s internal control over financial reporting. The Company’s independent registered accountant has issued (and not subsequently withdrawn or qualified) an attestation report concluding that the Company maintained effective internal controls over financial reporting as of December 28, 2014. Except as set forth on Section 3.6(d) of the Disclosure Schedule, at all times since December 30, 2012, the Company has been in compliance in all material respects with all current listing and corporate governance requirements of NASDAQ. (e) No securitization transactions Acquired Corporation is a party to, or other has entered into any Contract to become a party to, any joint venture, off-balance sheet arrangements exist partnership or any similar Contract or arrangement (including any Contract relating to any transaction or relationship between or among the Acquired Corporations, on the one hand, and any unconsolidated Affiliate, including any structured finance, special purpose or limited purpose entity or person, on the other hand), or any “off-balance sheet arrangements” (as defined in Item 303(a) of Regulation S-K of the SEC), where the result, purpose or intended effect of such Contract is to avoid disclosure of any material transaction involving, or material liabilities of, the Acquired Corporations in the Company’s audited financial statements or other Company SEC Documents. (f) Except as permitted by the Exchange Act, including Sections 13(k)(2) and (3), neither the Company nor any of its Affiliates acting on behalf of any of the Acquired Corporations has made, arranged, modified (in any material respect) or forgiven personal loans to any executive officer or director of the Acquired Corporations. (g) Since December 30, 2012, (i) none of the Acquired Corporations or, to the Knowledge of the Company, any Company Associate or independent auditor of the Company has received or otherwise had or obtained knowledge of any material complaint, allegation, assertion or claim, whether written or oral, regarding the accounting or auditing practices, procedures, methodologies or methods of the Acquired Corporations or their respective internal accounting controls relating to periods after December 30, 2012, including any material complaint, allegation, assertion or claim that any Acquired Corporation has engaged in questionable accounting or auditing practices (except for any of the foregoing after the Agreement Date which have been effected no reasonable basis), and (ii) no attorney representing any Acquired Corporation, whether or not employed by any Acquired Corporation, has reported in writing any material evidence of a material violation of securities Law, breach of fiduciary duty or similar violation, relating to periods after December 30, 2012, by the Company or any Company Associate or agents to the Company Subsidiaries since January 1Board or any committee thereof or, 2021to the Knowledge of the Company, to any director or officer of the Company.

Company SEC Documents; Financial Statements. (a) Since January 1, 20212021 (the “Reference Date”), the Company has timely filed with with, or otherwise furnished to (as applicable) to, the SEC, and made available to Parent, SEC all registration statements, prospectuses, forms, reports, definitive proxy schedules, statements, schedulesexhibits and other documents (including exhibits, certifications financial statements and documents and related exhibits schedules thereto and all other information incorporated therein and amendments and supplements thereto) required by it to be filed or furnished by it under pursuant to the Exchange Act or the Securities Act of 1933, as amended (the “Securities Act”) (the “Company SEC Documents”). Correct and complete copies of all Company SEC Documents are publicly available on XXXXX. To the extent that any Company SEC Document filed (including by incorporation by reference) after the Reference Date available on XXXXX contains redactions in accordance with a request for confidential treatment or otherwise, the Company has made available to Parent the full text of all such Company SEC Documents that it has so filed or furnished with the SEC. As of its filing or furnishing date or, if amended prior to the date of this Agreement, as of the date of the last such amendment or superseding filing (and, in the case of registration statements and proxy statements, on the dates of effectiveness and the dates of the relevant meetings, respectively), each Company SEC Document has complied in all material respects with the applicable requirements of the Exchange Act, as the case may be, together with all certifications required pursuant to Securities Act and the Xxxxxxxx-Xxxxx Act of 2002, as amended 2002 (the “Xxxxxxxx-Xxxxx Act”) (such documents ), as the case may be, and any other documents filed or furnished by the Company with rules and regulations of the SEC with any exhibits and schedules thereto and other information incorporated by reference or otherwise hyperlinked therein, as have been supplemented, modified or amended since the time of filing, collectively, the “promulgated thereunder applicable to such Company SEC Documents”). As of their respective its filing dates anddate or, if supplemented, modified amended or amended since superseded by a subsequent filing prior to the time date of filingthis Agreement, as of the date of the most recent supplementlast such amendment or superseding filing, modification or amendment, the each Company SEC Documents (a) Document filed pursuant to the Exchange Act did not contain any untrue statement of a material fact or omit to state a any material fact required to be stated therein or necessary in order to make the statements made therein, in light of the circumstances under which they were made, not misleading and (b) complied misleading. Each Company SEC Document that is a registration statement, as to form amended or supplemented, if applicable, was filed in all material respects accordance with all applicable requirements of Nasdaq, the Exchange Securities Act, the Securities Act and the Xxxxxxxx-Xxxxx Actand, as the case may be, and the applicable rules and regulations promulgated thereunder, in each case as in effect on of the date each such document was filed with registration statement or furnished amendment became effective, did not contain any untrue statement of a material fact or omit to the SEC. None of the Company Subsidiaries is currently state any material fact required to file periodic reports with be stated therein or necessary in order to make the SEC or under any applicable foreign securities Law or to any foreign securities exchange or quotation servicestatements made therein not misleading. As of the date of this Agreement, there no amendments or modifications to the Company SEC Documents are no outstanding required to be filed with, or unresolved furnished to, the SEC. All of the audited financial statements and unaudited interim financial statements of the Company included in the Company SEC Documents (i) have been derived from the accounting books and records of the Company and the Company Subsidiaries, (ii) comply in all material respects with the applicable accounting requirements and with the published rules and regulations of the SEC with respect thereto, (iii) have been prepared in accordance with generally accepted accounting principles in the United States, applied on a consistent basis (“GAAP”) during the periods involved (except as may be indicated in the notes thereto and except, in the case of the unaudited interim statements of the Company, as may be permitted in accordance with Form 10-Q, 8-K or any successor form under the Exchange Act) and (iv) fairly present in all material respects the financial position, the stockholders’ equity, the results of operations and the cash flows of the Company and its consolidated Subsidiaries, as applicable, as of the times and for the periods referenced therein (except as may be indicated in the notes thereto and subject, in the case of unaudited interim financial statements, to normal and recurring year-end adjustments, none of which, individually or in the aggregate, will be material). No Company Subsidiary is required to file or furnish any form, report or other document with the SEC. Section 3.5(a) of the Company Disclosure Letter sets forth all effective registration statements filed by the Company on Form S-3 or Form S-8 or otherwise relying on Rule 415 promulgated under the Securities Act. (b) Prior to the date of this Agreement, the Company has delivered or made available to Parent correct and complete copies of all comment letters from the SEC since the Reference Date through the date of this Agreement with respect to any of the Company SEC Documents, together with all written responses of the Company thereto to the extent such correspondence is not available on XXXXX. No comments in comment letters received from the SEC staff with respect to any of the Company SEC DocumentsDocuments remain outstanding or unresolved, and, to the Knowledge of the Company, none of the Company SEC Documents are subject to ongoing SEC review or investigation. The Company has complied with and is in compliance in all material respects with the applicable provisions of the Exchange Act, the Securities Act, the SEC and with the Xxxxxxxx-Xxxxx Act and the applicable listing and corporate governance rulesrules and regulations of the NYSE American. (c) The Company maintains a system of internal control over financial reporting (as defined in Rules 13a-15(f) and 15d-15(f) of the Exchange Act) designed to provide reasonable assurance with respect to the reliability of the Company’s financial reporting and the preparation of financial statements for external purposes in conformity with GAAP, regulations including policies that provide reasonable assurance that (i) transactions are executed in accordance with management’s general or specific authorizations, (ii) access to assets is permitted only in accordance with management’s general or specific authorization and requirements of Nasdaq(iii) the recorded accountability for assets is compared with the existing assets at reasonable intervals and appropriate action is taken with respect to any differences. The audited consolidated Company has disclosed, based on the most recent evaluation of internal control over financial statements reporting prior to the date of this Agreement, to the Company’s independent auditors and unaudited consolidated interim the audit committee of the Company Board of Directors (and made available to Parent a summary of the important aspects of such disclosure, if any) (A) all “significant deficiencies” and “material weaknesses” (as such terms are defined in Auditing Standard No. 5 of the Public Company Accounting Oversight Board, as in effect on the date of this Agreement) in the design or operation of internal control over financial statements reporting that are reasonably likely to adversely affect the Company’s ability to record, process, summarize and report financial information and (includingB) any fraud, whether or not material, that involves management or other employees who have a significant role in the Company’s internal control over financial reporting. Since the Reference Date, the Company has not identified any material weaknesses in the design or operation of the Company’s internal control over financial reporting except as disclosed in the Company SEC Documents. (d) The Company maintains disclosure controls and procedures (as defined in Rules 13a-15(e) and 15d-15(e) of the Exchange Act) designed to ensure that all information required to be disclosed by the Company in the reports that it files or submits in accordance with the Exchange Act is recorded, processed, summarized and reported within the time periods specified in the rules and forms of the SEC, and that all such information is accumulated and communicated to the Company’s management as appropriate to allow timely decisions with respect to required disclosure and to make the certifications of the chief executive officer and chief financial officer of the Company required in accordance with the Exchange Act with respect to such reports. (e) As of the date of this Agreement, no SEC Proceedings are pending or threatened in writing, in each case, with respect to any notes theretoaccounting practices of the Company or any Company Subsidiary or any malfeasance by any director or executive officer of the Company or any Company Subsidiary. Since the Reference Date, no internal investigations with respect to accounting, auditing or revenue recognition have been conducted. (f) Each of the principal executive officer of the Company and the consolidated principal financial officer of the Company Subsidiaries included (or each former principal executive officer of the Company and each former principal financial officer of the Company, as applicable) has made all certifications required by Rule 13a-14 or 15d-14 promulgated under the Exchange Act and Sections 302 and 906 of the Xxxxxxxx-Xxxxx Act with respect to any applicable Company SEC Documents, and the statements contained in such certifications are correct and complete. “Principal executive officer” and “principal financial officer” have the meanings given to such terms in the Xxxxxxxx-Xxxxx Act. The parties hereto agree that failure of the Company’s chief executive officer or incorporated by reference into chief financial officer to provide an unqualified certification in any certification required to be filed with any document filed with the SEC after the date of this Agreement will constitute an event that has a Company Material Adverse Effect. The Company does not have, and has not arranged any, outstanding “extensions of credit” to any current or former director or executive officer within the meaning of Section 402 of the Xxxxxxxx-Xxxxx Act. (g) Since the Reference Date, neither the Company nor any Company Subsidiary has received any written or, to the Knowledge of the Company, oral complaint, allegation, assertion or claim with respect to accounting, internal accounting controls, auditing practices, procedures, methodologies or methods of the Company or any Company Subsidiary, or unlawful accounting or auditing matters with respect to the Company or any Company Subsidiary. (h) Neither the Company nor any Company Subsidiary is a party to or bound by, or has any commitment to become a party to, any joint venture, off-balance sheet partnership or any similar Contract (including any Contract or arrangement relating to any transaction or relationship between or among the Company and any Company Subsidiary, on the one hand, and any unconsolidated Affiliate, on the other hand), including any structured finance, special purpose or limited purpose entity or Person, or any “off-balance sheet arrangements” (as defined in Item 303(a) of Regulation S-K promulgated under the Securities Act), where the result, purpose or effect of such Contract is to avoid disclosure of any material transaction involving, or material liabilities of, the Company or any Company Subsidiary in the Company SEC Documents (collectively, the “Company Financial Statements”) (i) were, except as may be indicated in the notes thereto, prepared in accordance with GAAP (as in effect in the United States on the date of such Company Financial Statement) applied on a consistent basis during the periods involved except, in the case of including any audited financial statements and unaudited statements, for normal year-end adjustments and the absence of notes that will not be material in amount or effect as permitted by SEC rules and regulations, (ii) present fairly, in all material respects, the consolidated interim financial position statements of the Company and the consolidated Company Subsidiaries and the results of their operations and their cash flows as of the dates and for the periods referred to therein (except as may be indicated in the notes thereto or, in the case of interim financial statements, for normal year-end adjustments that were not or will not be material in amount or effect) and (iii) have been prepared from and are in accordance with the books, records and accounts of the Company and the Company Subsidiaries. There are no unconsolidated Subsidiaries of the Company. No securitization transactions or other off-balance sheet arrangements exist or have been effected by the Company or the Company Subsidiaries since January 1, 2021included therein).

Company SEC Documents; Financial Statements. (a) Since January 1December 31, 20212010, the Company has timely filed with or otherwise furnished to (as applicable) the SEC, and made available to Parent, SEC all registration statements, prospectuses, material forms, reports, definitive proxy statements, schedules, certifications schedules and other documents and related exhibits and all other information incorporated therein reports required to be filed or furnished prior to the date hereof by it under the Securities Act or the Exchange Act, as the case may be, together with all certifications required pursuant to the Xxxxxxxx-Xxxxx Act of 2002, as amended (the “Xxxxxxxx-Xxxxx Act”) (such documents and any other documents filed or furnished by the Company with the SEC with any exhibits and (such forms, schedules thereto and other information incorporated by reference or otherwise hyperlinked therein, as have been supplemented, modified or amended since documents and reports and including any amendments thereto filed prior to the time of filing, collectivelydate hereof, the “Company SEC Documents”). As of their respective filing dates anddates, or, if supplemented, modified or amended since the time of filingamended, as of the date of the most recent supplement, modification or last such amendment, the Company SEC Documents (a) did not contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary in order to make the statements made therein, in light of the circumstances under which they were made, not misleading and (b) complied as to form in all material respects with all applicable the requirements of Nasdaqthe Securities Act, the Exchange Act, the Securities Xxxxxxxx-Xxxxx Act and the XxxxxxxxXxxx-Xxxxx Act, as the case may be, and the applicable rules and regulations promulgated thereunder, in each case as in effect on the date each such document was filed with or furnished to the SEC. None and none of the Company Subsidiaries is currently SEC Documents at the time it was filed contained any untrue statement of a material fact or omitted to state any material fact required to file periodic reports with be stated therein or necessary to make the SEC statements therein, in light of the circumstances under which they were made, or under any applicable foreign securities Law or are to any foreign securities exchange or quotation servicebe made, not misleading. As To the knowledge of the Company, as of the date hereof, none of this Agreement, the Company SEC Documents is the subject of ongoing SEC review or outstanding SEC investigation and there are no outstanding or unresolved comments received from the SEC with respect to any of the Company SEC Documents. The There has been no material correspondence between the SEC and the Company has since December 31, 2010 through the date hereof that is not available on the SEC’s Electronic Data Gathering and Retrieval database. (b) Each of the consolidated financial statements (including all related notes and schedules) of the Company included in the Company SEC Documents (i) complied with and is in compliance at the time it was filed in all material respects with the applicable provisions accounting requirements and the published rules and regulations of the Exchange ActSEC with respect thereto in effect at the time of filing, the Securities Act, the SEC and with the Xxxxxxxx-Xxxxx Act and the applicable listing and corporate governance rules, regulations and requirements of Nasdaq. The audited consolidated financial statements and unaudited consolidated interim financial statements (including, in each case, any notes theretoii) of the Company and the consolidated Company Subsidiaries included in or incorporated by reference into the Company SEC Documents (collectively, the “Company Financial Statements”) (i) were, except as may be indicated in the notes thereto, was prepared in accordance with GAAP (as in effect except, in the United States on case of unaudited statements, as permitted by the date rules and regulations of such Company Financial Statementthe SEC) applied on a consistent basis during the periods involved except(except as may be indicated therein or in the notes thereto) and (iii) fairly present in all material respects the consolidated financial position of the Company and its consolidated subsidiaries as at the respective dates thereof and their consolidated results of operations and consolidated cash flows for the respective periods then ended (subject, in the case of unaudited statements, for to normal year-end audit adjustments and to any other adjustments described therein, including in any notes thereto). (c) Since December 31, 2010, the absence Company has been and is in material compliance with the applicable provisions of notes that will not be material in amount or effect as permitted by SEC the Xxxxxxxx-Xxxxx Act and the applicable rules and regulations, (ii) present fairly, in all material respects, the consolidated financial position regulations of the Company and the consolidated Company Subsidiaries and the results of their operations and their cash flows as of the dates and for the periods referred to therein (except as may be indicated in the notes thereto or, in the case of interim financial statements, for normal year-end adjustments that were not or will not be material in amount or effect) and (iii) have been prepared from and are in accordance with the books, records and accounts of the Company and the Company Subsidiaries. There are no unconsolidated Subsidiaries of the Company. No securitization transactions or other off-balance sheet arrangements exist or have been effected by the Company or the Company Subsidiaries since January 1, 2021NYSE.

Company SEC Documents; Financial Statements. (a) Since January 1, 20212022, the Company has has, in all material respects, timely filed with or otherwise furnished to (as applicable) to the SEC, and made available to Parent, SEC all registration statements, prospectuses, forms, reports, definitive proxy statements, schedules, certifications and statements, documents and related exhibits and all other information incorporated therein reports required to be filed or furnished prior to the date hereof by it with the SEC under the Securities Act or the Exchange Act, as the case may be, together with all certifications required pursuant to the Xxxxxxxx-Xxxxx Act of 2002, as amended (the “Xxxxxxxx-Xxxxx Act”) be (such documents and any other documents filed or furnished by the Company with the SEC with any exhibits and schedules thereto and other information incorporated by reference or otherwise hyperlinked thereinSEC, as have been supplemented, modified or amended since the time of filing, collectively, the “Company SEC Documents”). As of their respective filing dates anddates, or, if supplemented, modified or amended since prior to the time of filingdate hereof, as of the date of the most recent supplement, modification or amendment, the Company SEC Documents (a) did not contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary in order to make the statements made therein, in light of the circumstances under which they were made, not misleading and (b) complied as to form in all material respects with all the applicable requirements of Nasdaqthe Securities Act, the Exchange Act, Act or the Securities Act and the XxxxxxxxSxxxxxxx-Xxxxx Act, as the case may be, and the applicable rules and regulations of the SEC promulgated thereunderthereunder and the listing and corporate governance rules and regulations of The Nasdaq Global Market, in each case as in effect on the date each such document was filed with or furnished to the SEC. None and none of the Company Subsidiaries is currently SEC Documents at the time it was filed (or, if supplemented, modified or amended, as of the date of the last supplement, modification or amendment) contained any untrue statement of a material fact or omitted to state any material fact required to file periodic reports with be stated therein or necessary to make the SEC statements therein, in light of the circumstances under which they were made, or under any applicable foreign securities Law or are to any foreign securities exchange or quotation servicebe made, not misleading. As of the date of this Agreement, there are no outstanding or unresolved comments received from in any comment letters of the staff of the SEC with respect received by the Company or any of its Subsidiaries relating to any the Company SEC Documents. The Company has complied with and is in compliance in all material respects with To the applicable provisions Knowledge of the Exchange ActCompany, as of the Securities Actdate hereof, none of the Company SEC and with Documents are the Xxxxxxxx-Xxxxx Act and the applicable listing and corporate governance rules, regulations and requirements subject of Nasdaq. ongoing SEC review or outstanding SEC investigation. (b) The audited consolidated financial statements and unaudited consolidated interim financial statements (including, in each case, any notes thereto) of the Company and the its consolidated Company Subsidiaries (including all related notes) included in or incorporated by reference into the Company SEC Documents (collectively, the “Company Financial Statements”) (i) werewhen filed complied as to form in all material respects with the published rules and regulations of the SEC with respect thereto and (ii) fairly present in all material respects the consolidated financial position and the consolidated statements of operations, except cash flows and changes in stockholders’ equity of the Company and its consolidated Subsidiaries, taken as may be indicated a whole, as of the dates and for the respective periods referred to therein (subject, in the case of unaudited interim statements, to normal and recurring year-end audit adjustments, none of which would be material, individually or in the aggregate, the absence of notes and any other adjustments described therein, including in any notes thereto, prepared ) in accordance with GAAP (as in effect except, in the United States on case of unaudited statements, as permitted by Form 10-Q, Form 8-K or any successor form or other rules under the date of such Company Financial StatementExchange Act) applied on a consistent basis during the periods involved except, in the case of unaudited statements, for normal year-end adjustments and the absence of notes that will not be material in amount or effect as permitted by SEC rules and regulations, (ii) present fairly, in all material respects, the consolidated financial position of the Company and the consolidated Company Subsidiaries and the results of their operations and their cash flows as of the dates and for the periods referred to therein (except as may be indicated therein or in the notes thereto orthereto). (c) Without limiting the generality of Section 4.6(a), in the case of interim financial statements, for normal year-end adjustments that were (i) PricewaterhouseCoopers LLP has not resigned or will not be material in amount or effect) and (iii) have been prepared from and are in accordance with the books, records and accounts dismissed as independent public accountants of the Company and as a result of or in connection with any disagreement with the Company Subsidiaries. There are no unconsolidated Subsidiaries on a matter of the Company. No securitization transactions accounting principles or other off-balance sheet arrangements exist practices, financial statement disclosure or have been effected by the Company auditing scope or the Company Subsidiaries procedure, (ii) since January 1, 20212022, neither the Company nor, to the Knowledge of the Company, any Representative of the Company has formally received any material written complaint, allegation, assertion or claim regarding the accounting or auditing practices, procedures, methodologies or methods of the Company or its internal accounting controls, including any material complaint, allegation, assertion or claim that a member of the Company has engaged in questionable accounting or auditing practices, (iii) no executive officer of the Company has failed in any respect to make, without qualification, the certifications required of him or her under Section 302 or 906 of the Sxxxxxxx-Xxxxx Act with respect to any form, report or schedule filed by the Company with the SEC since the enactment of the Sxxxxxxx-Xxxxx Act and (iv) no enforcement action has been initiated or, to the Knowledge of the Company, threatened against the Company by the SEC relating to disclosures contained in any Company SEC Document. (d) Neither the Company nor any of its Subsidiaries is a party to, or has any commitment to become a party to, any “off balance sheet arrangements” (as defined in Item 303(a) of Regulation S-K promulgated by the SEC), where the purpose, result or intended effect of such arrangement is to avoid disclosure of any material transaction involving, or material liabilities of, the Company or any of its Subsidiaries in the Company SEC Documents.

Company SEC Documents; Financial Statements. Since January 1, 2021, the (a) The Company and each Company Subsidiary has timely filed with or otherwise furnished to (as applicable) the SEC, and made available to Parent, all registration statements, prospectuses, forms, reports, definitive proxy statements, schedules, certifications reports and documents and related exhibits and all other information incorporated therein required to be filed or furnished by it under the Securities Act or the Exchange Act, as the case may be, together with all certifications required pursuant to the Xxxxxxxx-Xxxxx Act of 2002, as amended (the “Xxxxxxxx-Xxxxx Act”) (such documents and any other documents filed or furnished by the Company with the SEC with any exhibits and schedules thereto and other information incorporated by reference or otherwise hyperlinked therein, as have been supplemented, modified or amended since the time of filing, (collectively, the “Company SEC Documents”)) since January 1, 2006. As of their respective filing dates andThe Company SEC Documents, if supplemented, modified or amended since the time of filing, as of including all Company SEC Documents filed after the date of this Agreement, (i) were or will be filed on a timely basis, (ii) were or will be prepared in accordance with the most recent supplementrequirements of applicable Law, modification or amendment, the Company SEC Documents and (aiii) did not at the time they were filed, or will not at the time they are filed, contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary in order to make the statements made therein, in light of the circumstances under which they were made, not misleading and misleading. (b) complied as to form in all material respects with all applicable requirements of Nasdaq, the Exchange Act, the Securities Act and the Xxxxxxxx-Xxxxx Act, as the case may be, and the applicable rules and regulations promulgated thereunder, in each case as in effect on the date each such document was filed with or furnished to the SEC. None Each of the Company Subsidiaries is currently required to file periodic reports with the SEC or under any applicable foreign securities Law or to any foreign securities exchange or quotation service. As of the date of this Agreement, there are no outstanding or unresolved comments received from the SEC with respect to any Company SEC Documents. The Company has complied with and is in compliance in all material respects with the applicable provisions of the Exchange Act, the Securities Act, the SEC and with the Xxxxxxxx-Xxxxx Act and the applicable listing and corporate governance rules, regulations and requirements of Nasdaq. The audited consolidated financial statements and unaudited consolidated interim financial statements (including, in each case, any related notes thereto) of the Company and the consolidated Company Subsidiaries included contained in or incorporated by reference into the Company SEC Documents, including any Company SEC Documents filed after the date of this Agreement and prior to or on the Effective Time, have been or will be prepared in accordance with GAAP applied on a consistent basis throughout the periods involved (collectively, the “Company Financial Statements”) (i) were, except as may be indicated in the notes thereto, prepared in accordance with GAAP (as in effect in the United States on the date of such Company Financial Statement) applied on a consistent basis during the periods involved except, in the case of unaudited statements, for normal year-end adjustments and the absence of notes that will not be material in amount or effect as permitted by SEC rules and regulations, (ii) present fairly, each fairly presents in all material respects, respects the consolidated financial position of the Company and the consolidated Company Subsidiaries and the results of their operations and their cash flows as of the respective dates thereof and the consolidated results of its operations and cash flows and changes in financial position for the periods referred to therein (indicated, except as may be indicated in that any unaudited interim financial statements do not contain the notes thereto or, in the case of interim financial statements, for required by GAAP and were or are subject to normal and recurring year-end adjustments that adjustments, which were not or will are not expected to be material in amount amount, either individually or effectin the aggregate. (c) The Company has established and maintains “disclosure controls and procedures” (iiias defined in Rule 13a-15(e) have been prepared from promulgated under the Exchange Act) that are reasonably designed to ensure that material information (both financial and are in accordance with the books, records and accounts of non-financial) relating to the Company and the Company SubsidiariesSubsidiaries required to be disclosed by the Company in the reports that it files or submits under the Exchange Act is recorded, processed, summarized and reported within the time periods specified in the rules and forms of the SEC, and that such information is accumulated and communicated to the Company’s principal executive officer and principal financial officer, or persons performing similar functions, as appropriate to allow timely decisions regarding required disclosure and to make the certifications of the principal executive officer and the principal financial officer of the Company required by Section 302 of Xxxxxxxx-Xxxxx with respect to such reports. There For purposes of this Agreement, “principal executive officer” and “principal financial officer” shall have the meanings given to such terms in Xxxxxxxx-Xxxxx. (d) The Company has established and maintains a system of internal control over financial reporting (as defined in Rule 13a-15(f) promulgated under the Exchange Act) (“internal controls”). Such internal controls are no unconsolidated Subsidiaries sufficient to provide reasonable assurance regarding the reliability of the Company’s financial reporting and the preparation of the Company’s financial statements for external purposes in accordance with GAAP. No securitization transactions The Company has disclosed, based on its most recent evaluation of internal controls prior to the date hereof, to the Company’s auditors and audit committee (i) any significant deficiencies and material weaknesses in the design or operation of internal controls which have materially affected, or are reasonably likely to materially affect, the Company’s ability to record, process, summarize and report financial information and (ii) any fraud, whether or not material, that involves management or other off-balance sheet arrangements exist or employees who have been effected a significant role in internal controls. The Company has made available to the Parent a summary of any such disclosure regarding material weaknesses and fraud made by management to the Company or the Company Subsidiaries Company’s auditors and audit committee since January 1, 20212006. For purposes of this Agreement, a “significant deficiency” in internal controls means an internal control deficiency that adversely affects an entity’s ability to initiate, authorize, record, process, or report external financial data reliably in accordance with GAAP. A “significant deficiency” may be a single deficiency or a combination of deficiencies that results in more than a remote likelihood that a misstatement of the annual or interim financial statements that is more than inconsequential will not be prevented or detected. For purposes of this Agreement, a “material weakness” in internal controls means a significant deficiency or a combination of significant deficiencies, that results in more than a remote likelihood that a material adverse misstatement of the annual or interim financial statements will not be prevented or detected.

Company SEC Documents; Financial Statements. (a) Since January 1, 2021, the Company has timely filed with or otherwise furnished to (as applicable) the SEC, and made available to Parent, all registration statements, prospectuses, forms, reports, definitive proxy statements, schedules, certifications and documents and related exhibits and all other information incorporated therein required to be filed or furnished by it under the Securities Act or the Exchange Act, as the case may be, together with all certifications required pursuant to the XxxxxxxxSxxxxxxx-Xxxxx Act of 2002, as amended (the “XxxxxxxxSxxxxxxx-Xxxxx Act”) (such documents and any other documents filed or furnished by the Company with the SEC with any exhibits and schedules thereto and other information incorporated by reference or otherwise hyperlinked therein, as have been supplemented, modified or amended since the time of filing, collectively, the “Company SEC Documents”). As of their respective filing dates and, if supplemented, modified or amended since the time of filing, as of the filing date of the most recent supplement, modification or amendment, the Company SEC Documents (a) did not contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary in order to make the statements made therein, in light of the circumstances under which they were made, not misleading and (b) complied as to form in all material respects with all applicable requirements of NasdaqNYSE, the Exchange Act, the Securities Act and the XxxxxxxxSxxxxxxx-Xxxxx Act, as the case may be, and the applicable rules and regulations promulgated thereunder, in each case as in effect on the date each such document Company SEC Document was filed with or furnished to the SEC. None of the Company Subsidiaries is currently required to file periodic reports with the SEC or under any applicable foreign securities Law or to any foreign securities exchange or quotation service. As of the date of this Agreementhereof, there are no outstanding or unresolved comments received from the SEC with respect to any Company SEC Documents. The Company has complied with and is in compliance in all material respects with the applicable provisions of the Exchange Act, the Securities Act, the SEC rules and regulations and with the XxxxxxxxSxxxxxxx-Xxxxx Act and the applicable listing and corporate governance rules, regulations and requirements of Nasdaq. NYSE. (b) The audited consolidated financial statements and unaudited consolidated interim financial statements (including, in each case, any notes thereto) of the Company and the consolidated Company Subsidiaries included in or incorporated by reference into the Company SEC Documents (collectively, the “Company Financial Statements”) (i) were, except as may be indicated in the notes thereto, prepared in accordance with GAAP (as in effect in the United States on the date of such Company Financial Statement) applied on a consistent basis during the periods involved except, in the case of unaudited financial statements, for the absence of notes and normal year-end adjustments and the absence of notes that were not or will not be material in amount or effect effect, in each case, as permitted by SEC rules and regulations, (ii) present fairly, in all material respects, the consolidated financial position of the Company and the consolidated Company Subsidiaries and the results of their operations and their cash flows as of the dates and for the periods referred to therein (except as may be indicated in the notes thereto or, in the case of interim unaudited financial statements, for the absence of notes and normal year-end adjustments that were not or will not be material in amount or effect, in each case, as permitted by SEC rules and regulations) and (iii) have been prepared from and are in accordance with the books, records and accounts of the Company and the consolidated Company Subsidiaries. There are Except as described in the Company SEC Documents, no unconsolidated Subsidiaries of the Company. No securitization transactions or other off-balance sheet arrangements (as defined in Item 303 of Regulation S-K under the Exchange Act) that would be required to be disclosed in Company SEC Documents exist or have been effected by the Company or the Company Subsidiaries since January 1, 2021.

Company SEC Documents; Financial Statements. Since January 1September 29, 20212018, the Company has timely filed with or otherwise furnished to (as applicable) the SEC, and made available to Parent, all registration statements, prospectuses, forms, reports, definitive proxy statements, schedules, certifications and documents and related exhibits and all other information incorporated therein required to be filed or furnished by it under the Securities Act or the Exchange Act, as the case may be, together with all certifications required pursuant to the XxxxxxxxSxxxxxxx-Xxxxx Act of 2002, as amended (the “XxxxxxxxSxxxxxxx-Xxxxx Act”) (such documents and any other documents filed or furnished by the Company with the SEC with any exhibits and schedules thereto and other information incorporated by reference or otherwise hyperlinked thereinSEC, as have been supplemented, modified or amended since the time of filing, collectively, the “Company SEC Documents”). As of their respective filing dates and, if supplemented, modified or amended since the time of filing, as of the date of the most recent supplement, modification or amendment, the Company SEC Documents (a) did not contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary in order to make the statements made therein, in light of the circumstances under which they were made, not misleading and (b) complied as to form in all material respects with all applicable requirements of Nasdaq, the Exchange Act, the Securities Act and the XxxxxxxxSxxxxxxx-Xxxxx Act, as the case may be, and the applicable rules and regulations promulgated thereunder, in each case as in effect on the date each such document was filed with or furnished to the SEC. None of the Company Subsidiaries is currently required to file periodic reports with the SEC or under any applicable foreign securities Law or to any foreign securities exchange or quotation service. As of the date of this Agreement, there are no outstanding or unresolved comments received from the SEC with respect to any Company SEC DocumentsDocuments that would be required to be disclosed under Item 1B of Form 10-K under the Exchange Act. The Since January 1, 2018, the Company has complied with and is in compliance in all material respects with the applicable provisions of the Exchange Act, the Securities Act, the SEC rules and regulations and with the XxxxxxxxSxxxxxxx-Xxxxx Act and the applicable listing and corporate governance rules, regulations and requirements of Nasdaq. The audited consolidated financial statements and unaudited consolidated interim financial statements (including, in each case, any notes thereto) of the Company and the consolidated Company Subsidiaries included in or incorporated by reference into the Company SEC Documents (collectively, the “Company Financial Statements”) (i) were, except as may be indicated in the notes thereto, prepared in accordance with GAAP (as in effect in the United States on the date of such Company Financial Statement) applied on a consistent basis during the periods involved except, in the case of unaudited statements, for normal year-end adjustments and the absence of notes that will not be material in amount or effect as permitted by SEC rules and regulations, regulations and (ii) present fairly, in all material respects, the consolidated financial position of the Company and the consolidated Company Subsidiaries and the results of their operations and their cash flows as of the dates and for the periods referred to therein (except as may be indicated in the notes thereto or, in the case of interim financial statements, for normal year-end adjustments that were not or will not be material in amount or effect) and (iii) have been prepared from and are in accordance with the books, records and accounts of the Company and the Company Subsidiaries. There are no unconsolidated Subsidiaries of the Company. No securitization transactions Neither the Company nor any Company Subsidiary is, or other has any commitment to become, a party to any joint venture, off-balance sheet arrangements exist partnership or have been effected by any similar Contract (including any Contract relating to any transaction or relationship between or among the Company and any Company Subsidiary, on the one hand, and any unconsolidated affiliate, on the other hand), including any structured finance, special purpose or limited purpose entity or person, or any “off-balance sheet arrangements” (as defined in Item 303(a) of Regulation S-K under the Securities Act), where the result, purpose or intended effect of such Contract is to avoid disclosure of any material transaction involving, or material liabilities of, the Company or any Company Subsidiary in the Company Subsidiaries since January 1, 2021SEC Documents (including any audited financial statements and unaudited interim financial statements of the Company included therein).

Company SEC Documents; Financial Statements. (a) Since January 1June 11, 20212015 (the “Lookback Date”), the Company has timely filed with with, or otherwise furnished to (as applicable) to, the SEC, and made available to Parent, SEC all registration statements, prospectuses, forms, reports, definitive proxy schedules, statements, schedulesexhibits and other documents (including exhibits, certifications financial statements and documents and related exhibits schedules thereto and all other information incorporated therein and amendments and supplements thereto) required by it to be filed or furnished by it under pursuant to the Exchange Act or the Securities Act of 1933, as amended (the “Securities Act”) (the “Company SEC Documents”). Correct and complete copies of all Company SEC Documents are publicly available on XXXXX. To the extent that any Company SEC Document available on XXXXX contains redactions in accordance with a request for confidential treatment or otherwise, the Company has made available to Parent the full text of all such Company SEC Documents that it has so filed or furnished with the SEC. As of its filing or furnishing date or, if amended prior to the date of this Agreement, as of the date of the last such amendment or superseding filing (and, in the case of registration statements and proxy statements, on the dates of effectiveness and the dates of the relevant meetings, respectively) each Company SEC Document has complied in all material respects with the applicable requirements of the Exchange Act, as the case may be, together with all certifications required pursuant to Securities Act and the Xxxxxxxx-Xxxxx Act of 2002, as amended 2002 (the “Xxxxxxxx-Xxxxx Act”) (such documents ), as the case may be, and any other documents filed or furnished by the Company with rules and regulations of the SEC with any exhibits and schedules thereto and other information incorporated by reference or otherwise hyperlinked therein, as have been supplemented, modified or amended since the time of filing, collectively, the “thereunder applicable to such Company SEC Documents”). As of their respective its filing dates anddate or, if supplemented, modified amended or amended since superseded by a subsequent filing prior to the time date of filingthis Agreement, as of the date of the most recent supplementlast such amendment or superseding filing, modification or amendment, the each Company SEC Documents (a) Document filed pursuant to the Exchange Act did not contain any untrue statement of a material fact or omit to state a any material fact required to be stated therein or necessary in order to make the statements made therein, in light of the circumstances under which they were made, not misleading and (b) complied misleading. Each Company SEC Document that is a registration statement, as amended or supplemented, if applicable, filed pursuant to form in all material respects with all applicable requirements of Nasdaq, the Exchange Act, the Securities Act and the Xxxxxxxx-Xxxxx Act, as the case may be, and the applicable rules and regulations promulgated thereunder, in each case as in effect on of the date each such document was filed with registration statement or furnished amendment became effective prior to the SEC. None date of the Company Subsidiaries is currently this Agreement, did not contain any untrue statement of a material fact or omit to state any material fact required to file periodic reports with be stated therein or necessary in order to make the SEC or under any applicable foreign securities Law or to any foreign securities exchange or quotation servicestatements made therein not misleading. As of the date of this Agreement, there are no amendments or modifications to the Company SEC Documents that are required to be filed with, or furnished to, the SEC, but that have not yet been filed with, or furnished to, the SEC. No Company Subsidiary is subject to the periodic reporting requirements of the Exchange Act. All of the audited financial statements and unaudited interim financial statements of the Company included in the Company SEC Documents (i) have been derived from the accounting books and records of the Company and the Company Subsidiaries, (ii) comply in all material respects with the applicable accounting requirements and with the published rules and regulations of the SEC with respect thereto, (iii) have been prepared in accordance with generally accepted accounting principles in the United States, applied on a consistent basis (“GAAP”) during the periods involved (except as may be indicated in the notes thereto and except, in the case of the unaudited interim statements of the Company, as may be permitted in accordance with Form 10-Q of the Exchange Act) and (iv) fairly present in all material respects the financial position, the stockholders’ equity, the results of operations and cash flows of the Company and its consolidated Subsidiaries, as applicable, as of the times and for the periods referenced therein (except as may be indicated in the notes thereto and subject, in the case of unaudited interim financial statements, to normal and recurring year-end adjustments, none of which, individually or in the aggregate, will be material). No Company Subsidiary is required to separately file any form, report or other document with the SEC. Section 3.5(a) of the Company Disclosure Letter sets forth all effective registration statements filed by the Company on Form S-3 or Form S-8 or otherwise relying on Rule 415 promulgated under the Securities Act. (b) Prior to the date of this Agreement, the Company has delivered or made available to Parent correct and complete copies of all comment letters from the SEC since the Lookback Date through the date of this Agreement with respect to any of the Company SEC Documents, together with all written responses of the Company thereto, if such comment letters or responses are not available on XXXXX at least three (3) business days prior to the date of this Agreement. There are no outstanding or unresolved comments in comment letters received from the SEC staff with respect to any of the Company SEC Documents. , and, to the Knowledge of the Company, none of the Company SEC Documents are subject to ongoing SEC review or investigation. (c) The Company has complied with and is in compliance in all material respects with the applicable provisions of the Exchange Act, the Securities Act, the SEC and with the Xxxxxxxx-Xxxxx Act and the applicable listing and corporate governance rulesrules and regulations of NASDAQ. (d) The Company maintains a system of internal control over financial reporting (as defined in Rules 13a-15(f) and 15d-15(f) of the Exchange Act) sufficient to provide reasonable assurance with respect to the reliability of the Company’s financial reporting and the preparation of financial statements for external purposes in conformity with GAAP, regulations including that (i) material transactions are executed in accordance with management’s general or specific authorizations, (ii) access to material assets is permitted only in accordance with management’s general or specific authorization and requirements of Nasdaq(iii) the recorded accountability for assets is compared with the existing assets at reasonable intervals and appropriate action is taken with respect to any differences. The audited consolidated Company has evaluated the effectiveness of the Company’s internal control over financial statements reporting and, to the extent required by Law, presented in any applicable Company SEC Document that is a report on Form 10-K or Form 10-Q or any amendment thereto its conclusions about the effectiveness of the internal control over financial reporting as of the end of the period covered by such report or amendment based on such evaluation. The Company has disclosed, based on the most recent evaluation of internal control over financial reporting prior to the date of this Agreement, to the Company’s independent auditors and unaudited consolidated interim the audit committee of the Company Board of Directors (and made available to Parent a summary of the significant aspects of such disclosure, if any) (A) all “significant deficiencies” and “material weaknesses” (as such terms are defined in Auditing Standard No. 5 of the Public Company Accounting Oversight Board, as in effect on the date of this Agreement) in the design or operation of internal control over financial statements reporting that are reasonably likely to adversely affect the Company’s ability to record, process, summarize and report financial information and (includingB) any fraud, whether or not material, that involves management or other employees who have a significant role in the Company’s internal control over financial reporting. Except as set forth in Section 3.5(d) of the Company Disclosure Letter, since the Lookback Date, the Company has not identified any material weaknesses in the design or operation of the Company’s internal control over financial reporting. (e) The Company maintains disclosure controls and procedures (as defined in Rules 13a-15(e) and 15d-15(e) of the Exchange Act) designed to ensure that all information required to be disclosed by the Company in the reports that it files or submits in accordance with the Exchange Act is recorded, processed, summarized and reported within the time periods specified in the rules and forms of the SEC, and that all such information is accumulated and communicated to the Company’s management as appropriate to allow timely decisions with respect to required disclosure and to make the certifications of the chief executive officer and chief financial officer of the Company required in accordance with the Exchange Act with respect to such reports. (f) As of the date of this Agreement, there are no SEC Proceedings pending or threatened in a writing received by the Company, in each case, with respect to any notes theretoaccounting practices of the Company or any Company Subsidiary or any malfeasance by any director or executive officer of the Company or any Company Subsidiary. Since the Lookback Date, there have been no internal investigations with respect to accounting, auditing or revenue recognition discussed with, reviewed by or initiated at the direction of any member of the Board of Directors or any executive officer (including the general counsel) of the Company. (g) Each of the principal executive officer of the Company and the consolidated principal financial officer of the Company Subsidiaries included (or each former principal executive officer of the Company and each former principal financial officer of the Company, as applicable) has made all certifications required by Rule 13a-14 or 15d-14 promulgated under the Exchange Act and Sections 302 and 906 of the Xxxxxxxx-Xxxxx Act with respect to the Company SEC Documents, and the statements contained in such certifications are correct and complete. “Principal executive officer” and “principal financial officer” have the meanings given to such terms in the Xxxxxxxx-Xxxxx Act. The Company does not have, and has not arranged any, outstanding “extensions of credit” to directors or incorporated executive officers within the meaning of Section 402 of the Xxxxxxxx-Xxxxx Act. (h) Since the Lookback Date, (i) neither the Company nor any Company Subsidiary has received any written or, to the Knowledge of the Company, oral complaint, allegation, assertion or claim with respect to accounting, internal accounting controls, auditing practices, procedures, methodologies or methods of the Company or any Company Subsidiary, or unlawful accounting or auditing matters with respect to the Company or any Company Subsidiary and (ii) no attorney representing the Company or any Company Subsidiary, whether or not employed by reference into the Company or any Company Subsidiary, has reported evidence of a violation of securities Laws, breach of fiduciary duty or similar violation by the Company or any Company Subsidiary or any of their respective officers, directors, employees or agents to the Company Board of Directors or any committee thereof or to the general counsel or chief executive officer of the Company in accordance with the rules of the SEC promulgated under Section 307 of the Xxxxxxxx-Xxxxx Act. (i) Neither the Company nor any Company Subsidiary is a party to or bound by, or has any commitment to become a party to, any joint venture, off-balance sheet partnership or any similar Contract (including any Contract or arrangement relating to any transaction or relationship between or among the Company and any Company Subsidiary, on the one hand, and any unconsolidated Affiliate, on the other hand), including any structured finance, special purpose or limited purpose entity or Person, or any “off-balance sheet arrangements” (as defined in Item 303(a) of Regulation S-K promulgated under the Securities Act), where the result, purpose or effect of such Contract is to avoid disclosure of any material transaction involving, or material liabilities of, the Company or any Company Subsidiary in the Company SEC Documents (collectively, the “Company Financial Statements”) (i) were, except as may be indicated in the notes thereto, prepared in accordance with GAAP (as in effect in the United States on the date of such Company Financial Statement) applied on a consistent basis during the periods involved except, in the case of including any audited financial statements and unaudited statements, for normal year-end adjustments and the absence of notes that will not be material in amount or effect as permitted by SEC rules and regulations, (ii) present fairly, in all material respects, the consolidated interim financial position statements of the Company and the consolidated Company Subsidiaries and the results of their operations and their cash flows as of the dates and for the periods referred to therein (except as may be indicated in the notes thereto or, in the case of interim financial statements, for normal year-end adjustments that were not or will not be material in amount or effect) and (iii) have been prepared from and are in accordance with the books, records and accounts of the Company and the Company Subsidiaries. There are no unconsolidated Subsidiaries of the Company. No securitization transactions or other off-balance sheet arrangements exist or have been effected by the Company or the Company Subsidiaries since January 1, 2021included therein).

Company SEC Documents; Financial Statements. (a) Since January 11 , 20212019 , the Company has timely filed or furnished with or otherwise furnished to (as applicable) the SEC, and made available to Parent, SEC all registration statements, prospectuses, material forms, reports, definitive proxy statements, schedules, certifications and documents and related exhibits and all other information incorporated therein reports required to be filed or furnished prior to the date hereof by it under the Securities Act or the Exchange Act, as the case may be, together with all certifications required pursuant to the Xxxxxxxx-Xxxxx Act of 2002, as amended (the “Xxxxxxxx-Xxxxx Act”) (such documents and any other documents filed or furnished by the Company with the SEC with any exhibits and schedules thereto and other information incorporated by reference or otherwise hyperlinked therein, as have been supplemented, modified or amended since (the time of filing, collectively, the ““ Company SEC DocumentsDocuments ”)) . As of their respective filing dates anddates, or, if supplemented, modified or amended since the time of filingamended, as of the date of the most recent supplement, modification or last such amendment, the Company SEC Documents (a) did not contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary in order to make the statements made therein, in light of the circumstances under which they were made, not misleading and (b) complied as to form in all material respects with all applicable the requirements of Nasdaq, the Exchange Act, the Securities Act and the Xxxxxxxx-Exchange Act and the Xxxxxxxx - Xxxxx ActAct of 2002 , as the case may be, and the applicable rules and regulations promulgated thereunder, in each case as in effect on the date each such document was filed with or furnished to the SEC. None and none of the Company Subsidiaries is currently SEC Documents at the time it was filed (or, if amended, as of the date of the last amendment) contained any untrue statement of a material fact or omitted to state any material fact required to file periodic reports with be stated therein or necessary to make the SEC statements therein, in light of the circumstances under which they were made, or under any applicable foreign securities Law or are to any foreign securities exchange or quotation servicebe made, not misleading . (b) As of the date of this Agreement, there are no outstanding or unresolved comments in comment letters received by the Company or any of its Subsidiaries from the SEC with respect or its staff that would be required to any be disclosed under Item 1 B of Form 10 - K under the Exchange Act . To the Knowledge of the Company, as of the date hereof, none of the Company SEC DocumentsDocuments is the subject of ongoing SEC review or investigation . There has been no material correspondence between the SEC, on the one hand, and the Company and any of its Subsidiaries, on the other hand, occurring since December 31 , 2020 on or prior to the date hereof that is not available to the public on the SEC’s Electronic Data Gathering and Retrieval database . (c) The consolidated financial statements (including all related notes) of the Company has complied with and is included in compliance the Company SEC Documents (i) fairly present in all material respects with the applicable provisions consolidated financial position of the Exchange ActCompany and its consolidated Subsidiaries as of the respective dates thereof and its consolidated statements of operations and consolidated statements of cash flows for the respective periods then ended (subject, in the Securities Actcase of unaudited interim statements, the SEC to normal year - end audit adjustments, and with the Xxxxxxxx-Xxxxx Act and the applicable listing and corporate governance rulesany other adjustments described therein, regulations and requirements of Nasdaq. The audited consolidated financial statements and unaudited consolidated interim financial statements (includingincluding in any notes thereto, in each case, any notes thereto) of which would not, individually or in the aggregate, be material to the Company and the consolidated Company Subsidiaries included in or incorporated by reference into the Company SEC Documents (collectivelyits Subsidiaries, the “Company Financial Statements”taken as a whole) (i) were, except as may be indicated in the notes thereto, were prepared in accordance conformity with GAAP (as in effect except, in the United States on case of unaudited statements, as permitted by Form 10 - Q or any successor form or other rules under the date of such Company Financial StatementExchange Act) applied on a consistent basis during the periods involved except, (except as may be indicated therein or in the case of unaudited statements, for normal year-end adjustments and the absence of notes that will not be material in amount or effect as permitted by SEC rules and regulationsthereto), (ii) present fairlyare in accordance, in all material respects, with the consolidated financial position books and records of the Company and the its consolidated Company Subsidiaries and the results of their operations and their cash flows as of the dates and for the periods referred to therein (except as may be indicated in the notes thereto orSubsidiaries, in the case of interim financial statements, for normal year-end adjustments that were not or will not be material in amount or effect) and (iii) have been prepared from and are comply in accordance all material respects with the books, records applicable accounting requirements and accounts with the rules and regulations of the Company SEC, the Exchange Act, the Securities Act and the Company SubsidiariesDGCL . There are no unconsolidated Subsidiaries of the CompanySection 4 . No securitization transactions or other off-balance sheet arrangements exist or have been effected by the Company or the Company Subsidiaries since January 1, 2021.7

Company SEC Documents; Financial Statements. (a) Since January 1, 20212015, the Company has timely filed with (or otherwise furnished to (as applicableto) the SEC, and made available to Parent, SEC all registration statements, prospectuses, forms, reports, definitive proxy schedules, statements, schedulesexhibits and other documents (including exhibits, certifications financial statements and documents and related exhibits schedules thereto and all other information incorporated therein and amendments and supplements thereto) required by it to be filed (or furnished by it furnished) under the Exchange Act or the Securities Act or (collectively, but excluding the Exchange Act, as the case may be, together with all certifications required pursuant to the Xxxxxxxx-Xxxxx Act of 2002, as amended (the “Xxxxxxxx-Xxxxx Act”) (such documents and any other documents filed or furnished by the Company with the SEC with any exhibits and schedules thereto and other information incorporated by reference or otherwise hyperlinked therein, as have been supplemented, modified or amended since the time of filing, collectivelyProxy Statement, the “Company SEC Documents”). As of their respective its filing dates and(or furnishing) date or, if supplemented, modified or amended since prior to the time date of filingthis Agreement, as of the date of the most recent supplement, modification last such amendment (or amendment, in the case of Company SEC Documents (a) that are registration statements filed pursuant to the requirements of the Securities Act, as of their respective effective dates), each Company SEC Document complied in all material respects with the applicable requirements of the Exchange Act and the Securities Act, as the case may be. As of its filing date or, if amended or superseded by a filing or amendment prior to the date of this Agreement, as of the date of the last such amendment, each Company SEC Document filed pursuant to the Exchange Act did not contain any untrue statement of a material fact or omit to state a any material fact required to be stated therein or necessary in order to make the statements made therein, in light of the circumstances under which they were made, not misleading and (b) complied misleading. Each Company SEC Document that is a registration statement, as amended or supplemented, if applicable, filed pursuant to form in all material respects with all applicable requirements of Nasdaq, the Exchange Act, the Securities Act and the Xxxxxxxx-Xxxxx Act, as the case may be, and the applicable rules and regulations promulgated thereunder, in each case as in effect on of the date each such document was filed with registration statement or furnished amendment became effective prior to the SEC. None date of the Company Subsidiaries is currently this Agreement, did not contain any untrue statement of a material fact or omit to state any material fact required to file periodic reports with be stated therein or necessary in order to make the SEC or under any applicable foreign securities Law or to any foreign securities exchange or quotation servicestatements made therein not misleading. As of the date of this Agreement, there are no outstanding amendments or unresolved comments received modifications to the Company SEC Documents that are required to be filed with (or furnished to) the SEC, but that have not yet been filed with (or furnished to) the SEC. No Subsidiary of the Company is subject to the periodic reporting requirements of the Exchange Act. All of the audited financial statements and unaudited interim financial statements of the Company included in the Company SEC Documents (i) have been derived from the SEC with respect to any accounting books and records of the Company SEC Documents. The Company has complied with and is in compliance its Subsidiaries; (ii) comply in all material respects with the applicable provisions of the Exchange Act, the Securities Act, the SEC accounting requirements and with the Xxxxxxxx-Xxxxx Act published rules and the applicable listing and corporate governance rules, regulations and requirements of Nasdaq. The audited consolidated financial statements and unaudited consolidated interim financial statements (including, in each case, any notes thereto) of the Company and the consolidated Company Subsidiaries included in or incorporated by reference into the Company SEC Documents with respect thereto; (collectively, the “Company Financial Statements”iii) (i) were, except as may be indicated in the notes thereto, have been prepared in accordance with GAAP (as in effect in the United States on the date of such Company Financial Statement) applied on a consistent basis during the periods involved (except as may be indicated in the notes thereto and except, in the case of the unaudited statementsinterim statements of the Company, for normal yearas may be permitted under Form 10-end adjustments Q of the Exchange Act) and the absence of notes that will not be material in amount or effect as permitted by SEC rules and regulations, (iiiv) fairly present fairly, in all material respectsrespects the financial position, the consolidated financial position stockholders’ equity, the results of operations and cash flows of the Company and the its consolidated Company Subsidiaries and the results of their operations and their cash flows Subsidiaries, as of the dates times and for the periods referred to therein (except as may be indicated in the notes thereto orand subject, in the case of unaudited interim financial statements, for to normal and recurring year-end adjustments that were not adjustments, none of which, individually or in the aggregate, will not be material). (b) Prior to the date of this Agreement, the Company has furnished to Parent complete and correct copies of all comment letters from the SEC since January 1, 2015 through the date of this Agreement with respect to any of the Company SEC Documents, together with all written responses of the Company thereto. As of the date of this Agreement, there are no outstanding or unresolved comments in comment letters received from the SEC staff with respect to any of the Company SEC Documents, and, to the Knowledge of the Company, none of the Company SEC Documents are subject to ongoing SEC review. (c) The Company is in compliance in all material respects with the applicable provisions of the Xxxxxxxx-Xxxxx Act and the applicable listing and governance rules and regulations of NASDAQ. (d) The Company maintains a system of internal control over financial reporting (as defined in amount or effectRules 13a-15(f) and 15d-15(f) of the Exchange Act) designed to provide reasonable assurance regarding the reliability of the Company’s financial reporting and the preparation of financial statements for external purposes in conformity with GAAP. The Company has evaluated the effectiveness of the Company’s internal control over financial reporting and, to the extent required by applicable Law, presented in any applicable Company SEC Document that is a report on Form 10-K or Form 10-Q or any amendment thereto its conclusions about the effectiveness of the internal control over financial reporting as of the end of the period covered by such report or amendment based on such evaluation. The Company has disclosed, based on the most recent evaluation of internal control over financial reporting prior to the date of this Agreement, to the Company’s auditors and the audit committee of the Company Board (iiiand made available to Parent a summary of the significant aspects of such disclosure, if any) (i) all “significant deficiencies” and “material weaknesses” (as such terms are defined in Auditing Standard No. 5 of the Public Company Accounting Oversight Board, as in effect on the date of this Agreement) in the design or operation of internal control over financial reporting that are reasonably likely to adversely affect the Company’s ability to record, process, summarize and report financial information and (ii) any fraud, whether or not material, that involves the Company’s management or other employees who have a significant role in the Company’s internal control over financial reporting. Since January 1, 2015, the Company has not identified any material weaknesses in the design or operation of the Company’s internal control over financial reporting. (e) The Company maintains disclosure controls and procedures (as defined in Rules 13a-15(e) and 15d-15(e) of the Exchange Act) designed to ensure that all information required to be disclosed by the Company in the reports that it files or submits under the Exchange Act is recorded, processed, summarized and reported within the time periods specified in the rules and forms of the SEC, and that all such information is accumulated and communicated to the Company’s management as appropriate to allow timely decisions regarding required disclosure and to make the certifications of the chief executive officer and chief financial officer of the Company required under the Exchange Act with respect to such reports. (f) As of the date of this Agreement, there are no SEC Proceedings pending or, to the Knowledge of the Company, threatened, in each case regarding any accounting practices of the Company or any of its Subsidiaries or any malfeasance by any director or executive officer of the Company or any of its Subsidiaries. Since January 1, 2015 through the date of this Agreement, there have been prepared from and are in accordance with no internal investigations regarding accounting, auditing or revenue recognition discussed with, reviewed by or initiated at the booksdirection of the chief executive officer, records and accounts chief financial officer, chief accounting officer or general counsel of the Company or any of its Subsidiaries or the Company Board, any board of directors of any of its Subsidiaries or any committee of the Company Board or any board of directors of any of its Subsidiaries. (g) Each of the principal executive officer of the Company and the principal financial officer of the Company Subsidiaries. There are no unconsolidated Subsidiaries (or each former principal executive officer of the Company and each former principal financial officer of the Company, as applicable) has made all certifications required by Rule 13a-14 or 15d-14 under the Exchange Act and Sections 302 and 906 of the Xxxxxxxx-Xxxxx Act with respect to the Company SEC Documents, and the statements contained in such certifications are true and correct. No securitization transactions For purposes of this Agreement, “principal executive officer” and “principal financial officer” shall have the meanings given to such terms in the Xxxxxxxx-Xxxxx Act. The Company does not have, and has not arranged any, outstanding “extensions of credit” to directors or other executive officers within the meaning of Section 402 of the Xxxxxxxx-Xxxxx Act. (h) Since January 1, 2015, (i) neither the Company nor any of its Subsidiaries has received any written or, to the Knowledge of the Company, oral complaint, allegation, assertion or claim regarding accounting, internal accounting controls, auditing practices, procedures, methodologies or methods of the Company or any of its Subsidiaries, or unlawful accounting or auditing matters with respect to the Company or any of its Subsidiaries and (ii) no attorney representing the Company or any of its Subsidiaries, whether or not employed by the Company or any of its Subsidiaries, has reported evidence of a violation of securities Laws, breach of fiduciary duty or similar violation by the Company or any of its Subsidiaries or any of their respective officers, directors, employees or agents to the Company Board or any committee thereof or to the general counsel or chief executive officer of the Company pursuant to the rules of the SEC adopted under Section 307 of the Xxxxxxxx-Xxxxx Act. (i) Neither the Company nor any of its Subsidiaries is a party to, or has any commitment to become a party to, any joint venture, off-balance sheet arrangements exist partnership or have been effected by any similar Contract (including any Contract or arrangement relating to any transaction or relationship between or among the Company and any of its Subsidiaries, on the one hand, and any unconsolidated Affiliate, on the other hand), including any structured finance, special purpose or limited purpose entity or Person, or any “off-balance sheet arrangements” (as defined in Item 303(a) of Regulation S-K under the Securities Act), in each case, where the result, purpose or effect of such Contract is to avoid disclosure of any material transaction involving, or material liabilities of, the Company or any of its Subsidiaries in the Company Subsidiaries since January 1, 2021SEC Documents (including any audited financial statements and unaudited interim financial statements of the Company included therein).

Company SEC Documents; Financial Statements. (a) Since January 13, 20212010, the Company has timely filed with or otherwise furnished to (as applicable) transmitted with the SEC, and made available to Parent, SEC all registration statements, prospectuses, forms, reports, definitive proxy statements, schedules, certifications and documents and related exhibits and all other information incorporated therein reports required under the Exchange Act or the Securities Act to be filed or furnished by it under the Securities Act or the Exchange Act, as the case may be, together with all certifications required pursuant prior to the Xxxxxxxx-Xxxxx Act date of 2002, as amended (the “Xxxxxxxx-Xxxxx Act”) (such documents and any other documents filed or furnished this Agreement by the Company with the SEC (the forms, documents, and reports so filed, transmitted or furnished since January 3, 2010 with the SEC, including any exhibits amendments thereto since the date of their filing, furnishing or transmittal and schedules thereto all documents, Contracts and other information incorporated by reference or otherwise hyperlinked therein, as have been supplemented, modified or amended since the time of filing, collectively, the “Company SEC Documents”). As of their respective filing dates anddates, or, if supplemented, modified amended or amended since restated after the time date of filing, as of the date of the most recent supplement, modification last such amendment or amendmentapplicable subsequent filing, the Company SEC Documents (a) did not contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary in order to make the statements made therein, in light of the circumstances under which they were made, not misleading and (bi) complied as to form in all material respects with all applicable the requirements of Nasdaq, the Exchange Act, the Securities Act and or the Xxxxxxxx-Xxxxx Exchange Act, as the case may be, and the applicable rules and regulations promulgated thereunder, and (ii) did not contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein, in each case as in effect on light of the date each such document was filed with or furnished circumstances under which they were made not misleading. The Company has made available to Parent copies of all comment letters and other correspondence received by the Company from the SEC since January 3, 2010 and relating to the SEC. None Company SEC Documents, together with all written responses of the Company thereto. No executive officer of the Company or any of its Subsidiaries is currently has failed in any respect to make the certifications required to file periodic reports of him or her under Section 302 or 906 of the Xxxxxxxx-Xxxxx Act of 2002 with the SEC or under any applicable foreign securities Law or respect to any foreign securities exchange or quotation serviceCompany SEC Documents. As of the date of this Agreement, to the Knowledge of the Company, there are no outstanding or unresolved comments in such comment letters received by the Company from the SEC with respect SEC. As of the date of this Agreement, to any the Knowledge of the Company, none of the Company SEC DocumentsDocuments is the subject of any ongoing review by the SEC. None of the Company’s Subsidiaries is, or since January 3, 2010 has been, required to file periodic reports with the SEC pursuant to the Exchange Act. (b) The consolidated financial statements (including all related notes and schedules) of the Company has complied with and is included in compliance the Company SEC Documents fairly present in all material respects with the applicable provisions of the Exchange Act, the Securities Act, the SEC and with the Xxxxxxxx-Xxxxx Act and the applicable listing and corporate governance rules, regulations and requirements of Nasdaq. The audited consolidated financial statements and unaudited consolidated interim financial statements (including, in each case, any notes thereto) position of the Company and its consolidated Subsidiaries as at the respective dates thereof and their consolidated Company Subsidiaries included in or incorporated by reference into results of operations and consolidated cash flows for the Company SEC Documents respective periods then ended (collectivelysubject, the “Company Financial Statements”) (i) were, except as may be indicated in the notes theretocase of unaudited statements, prepared to normal year-end audit adjustments which are not material in accordance amounts or significance and the absence of notes) in conformity with GAAP (as in effect except in the United States on case of the date unaudited statements, as permitted by Form 10-Q or other rules and regulations of such Company Financial Statementthe SEC) applied on a consistent basis during the periods involved except, in the case of unaudited statements, for normal year-end adjustments and the absence of notes that will not be material in amount or effect as permitted by SEC rules and regulations, (ii) present fairly, in all material respects, the consolidated financial position of the Company and the consolidated Company Subsidiaries and the results of their operations and their cash flows as of the dates and for the periods referred to therein (except as may be indicated therein or in the notes thereto or, in the case of interim financial statements, for normal year-end adjustments that were not or will not be material in amount or effect) and (iii) have been prepared from and are in accordance with the books, records and accounts of the Company and the Company Subsidiaries. There are no unconsolidated Subsidiaries of the Company. No securitization transactions or other off-balance sheet arrangements exist or have been effected by the Company or the Company Subsidiaries since January 1, 2021thereto).

Company SEC Documents; Financial Statements. (a) Since January 1December 31, 20212015, the Company has timely filed with (or otherwise furnished to (as applicableto) the SEC, and made available to Parent, SEC all registration statements, prospectuses, forms, reports, definitive proxy schedules, statements, schedulesexhibits and other documents (including exhibits, certifications financial statements and documents and related exhibits schedules thereto and all other information incorporated therein and amendments and supplements thereto) required by it to be filed (or furnished by it furnished) under the Exchange Act or the Securities Act or the Exchange Act, as the case may be, together with all certifications required pursuant to the Xxxxxxxx-Xxxxx Act of 2002, as amended (the “Xxxxxxxx-Xxxxx Act”) (such documents and any other documents filed or furnished by the Company with the SEC with any exhibits and schedules thereto and other information incorporated by reference or otherwise hyperlinked therein, as have been supplemented, modified or amended since the time of filing, collectively, the “Company SEC Documents”). As of their respective its filing dates (or furnishing) date and, if supplemented, modified or amended since prior to the time date of filingthis Agreement, as of the date of each such amendment, each Company SEC Document complied in all material respects with the most recent supplementapplicable requirements of the Exchange Act and the Securities Act, modification as the case may be. As of its filing date (or if amended or superseded by a filing or amendment prior to the date of this Agreement, then as of the time of such filing or amendment), the each Company SEC Documents (a) Document filed pursuant to the Exchange Act did not contain any untrue statement of a material fact or omit to state a any material fact required to be stated therein or necessary in order to make the statements made therein, in light of the circumstances under which they were made, not misleading and (b) complied misleading. Each Company SEC Document that is a registration statement, as amended or supplemented, if applicable, filed pursuant to form in all material respects with all applicable requirements of Nasdaq, the Exchange Act, the Securities Act and the Xxxxxxxx-Xxxxx Act, as the case may be, and the applicable rules and regulations promulgated thereunder, in each case as in effect on of - 28 - the date each such document was filed with registration statement or furnished amendment became effective prior to the SEC. None of the Company Subsidiaries is currently required to file periodic reports with the SEC or under any applicable foreign securities Law or to any foreign securities exchange or quotation service. As of the date of this Agreement, there are no outstanding did not contain any untrue statement of a material fact or unresolved comments received from omit to state any material fact required to be stated therein or necessary in order to make the SEC with respect to any Company SEC Documents. The Company has complied with and is in compliance in all material respects with the applicable provisions of the Exchange Act, the Securities Act, the SEC and with the Xxxxxxxx-Xxxxx Act and the applicable listing and corporate governance rules, regulations and requirements of Nasdaqstatements made therein not misleading. The audited consolidated financial balance sheets and statements and unaudited consolidated interim financial statements (including, in each case, any notes thereto) of capitalization of the Company as of December 31, 2017 and 2016 and the consolidated Company Subsidiaries included related statements of income, comprehensive income, common stockholder’s equity, and cash flows for each of the three years in or incorporated by reference into the Company SEC Documents period ended December 31, 2017, and the related notes (collectively, the “Company Financial Statements”) ) (i) were, except as may be indicated in the notes thereto, have been prepared in accordance with GAAP (as in effect in the United States on the date of such Company Financial Statement) applied on a consistent basis during the periods involved (except as may be indicated in the notes thereto and except, in the case of the unaudited interim statements, for normal yearas may be permitted under Form 10-end adjustments Q of the Exchange Act) and the absence of notes that will not be material in amount or effect as permitted by SEC rules and regulations, (ii) fairly present fairly, in all material respectsrespects the financial position, the consolidated financial position stockholders’ equity, the results of operations and cash flows of the Company and the consolidated Company Subsidiaries and the results of their operations and their cash flows as of the dates times and for the periods referred to therein (except as may be indicated in the notes thereto orand subject, in the case of unaudited interim financial statements, for to normal and recurring year-end adjustments that were not or will not be material in amount or effect) and (iii) have been prepared from and are in accordance with the books, records and accounts of the Company and the Company Subsidiariesadjustments). There are no unconsolidated Subsidiaries outstanding or unresolved comments in comment letters received from the SEC staff with respect to any of the Company SEC Documents, and, to the Knowledge of Seller, none of the Company SEC Documents is subject to an active SEC review. (b) The Company is in compliance in all material respects with the applicable provisions of the Xxxxxxxx-Xxxxx Act. (c) The Company maintains a system of internal control over financial reporting (as defined in Rules 13a-15(f) and 15d-15(f) of the Exchange Act) designed to provide reasonable assurance regarding the reliability of the Company’s financial reporting and the preparation of financial statements for external purposes in conformity with GAAP. No securitization transactions The Company has disclosed to the Company’s external auditors (a) any “significant deficiencies” or “material weaknesses” (as such terms are defined in Auditing Standard No. 5 of the Public Company Accounting Oversight Board) in the design or operation of internal control over financial reporting that are reasonably likely to adversely affect the Company’s ability to record, process, summarize and report financial information and (b) any fraud, whether or not material, that involves management or other off-employees who have a significant role in the Company’s internal control over financial reporting. (d) The Company maintains disclosure controls and procedures (as defined in Rules 13a-15(e) and 15d-15(e) of the Exchange Act) designed to ensure that all information required to be disclosed by the Company in the reports that the Company files or submits under the Exchange Act is recorded, processed, summarized and reported within the time periods specified in the rules and forms of the SEC, and that all such information is accumulated and communicated to management as appropriate to allow timely decisions regarding required disclosure and to make the certifications of the chief executive officer and chief financial officer of the Company, as applicable, required under the Exchange Act with respect to such reports. (e) Except for liabilities or obligations (i) as (and to the extent) reflected or reserved against in the Company’s audited balance sheet arrangements exist as of December 31, 2017 (or the notes thereto) included in the Company SEC Documents prior to the date of this Agreement, (ii) incurred in the ordinary course of business consistent with past practice since December 31, 2017, (iii) required or contemplated to be incurred by this Agreement or (iv) that have been effected not had, - 29 - and would not reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effect, the Company has no Liabilities. (f) Since December 31, 2015, (i) neither Seller nor the Company has received any written or, to the Knowledge of Seller, oral complaint, allegation, assertion or claim regarding accounting, internal accounting controls, auditing practices, procedures, methodologies or methods of the Company, or unlawful accounting or auditing matters with respect to the Company and (ii) no attorney representing Seller or its Subsidiaries (including the Company), whether or not employed by Seller or its Subsidiaries, has reported evidence of a violation of securities Laws, breach of fiduciary duty or similar violation by the Company or any of its Subsidiaries or any of their respective officers, directors, employees or agents to the Seller’s or the Company’s Board of Directors or any of the respective committees thereof or to the general counsel or chief executive officer of Seller or the Company Subsidiaries since January 1or any Subsidiary of Seller pursuant to the rules of the SEC adopted under Section 307 of the Xxxxxxxx-Xxxxx Act, 2021except, in each case, as has not resulted in, and that would not reasonably be expected to result in, (x) any material adjustment or change to the Company Financial Statements or (y) a finding of a “significant deficiency” or a “material weakness” (as such terms are defined in Auditing Standard No. 5 of the Public Company Accounting Oversight Board).

Company SEC Documents; Financial Statements. Since January 1, 20212017, the Company has timely filed with or otherwise furnished to (as applicable) the SEC, and made available to Parent, SEC all registration statements, prospectuses, forms, reports, definitive proxy statements, schedules, certifications schedules and other documents and related exhibits and all other information incorporated therein required to be filed or furnished by it under the Securities Act or the Exchange Act, as the case may be, together with all certifications required pursuant to the Xxxxxxxx-Xxxxx Act of 2002, as amended (the “Xxxxxxxx-Xxxxx Act”) (such documents and any other documents filed or furnished by the Company with the SEC with any exhibits and schedules thereto and other information incorporated by reference or otherwise hyperlinked thereinsince January 1, 2017, as have been supplemented, modified or amended since the time of filing, including all documents that become effective, are filed or furnished after the date hereof, collectively, the “Company SEC Documents”). As of their respective filing dates andor, if supplemented, modified or amended since the time of filing, as of the date of the most recent supplement, modification or amendment, the Company SEC Documents (ai) did not contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary in order to make the statements made therein, in light of the circumstances under which they were made, not misleading and (bii) complied as to form in all material respects with all applicable requirements of Nasdaq, the Exchange Act, Act or the Securities Act and the Xxxxxxxx-Xxxxx Act, as the case may be, and the applicable Xxxxxxxx-Xxxxx Act, and the rules and regulations regulation promulgated thereunder, in each case as in effect on the date each such document was filed with or furnished to the SEC. None of the Company Subsidiaries is currently required to file periodic any reports or other documents with the SEC or under any applicable foreign securities Law or to any foreign securities exchange or quotation serviceSEC. As of the date of this Agreement, there are no outstanding or unresolved comments received by the Company from the SEC with respect to any of the reports filed by the Company SEC Documentswith the SEC. The Since March 31, 2017, the Company has complied with been and is in compliance in all material respects with the applicable provisions of the Exchange Act, the Securities Act, the SEC and with the Xxxxxxxx-Xxxxx Act and the applicable listing and corporate governance rules, rules and regulations and requirements of the Nasdaq. The audited consolidated financial statements and unaudited consolidated interim financial statements of the Company (including, in each case, any notes thereto) of the Company and the consolidated Company Subsidiaries included in or incorporated by reference into the Company SEC Documents (collectively, the “Company Financial Statements”) (ix) were, except as may be indicated in the notes thereto, prepared in accordance with GAAP (as in effect in the United States on the date of such Company Financial Statement) applied on a consistent basis during the periods involved except, in the case of unaudited statements, for normal year-end adjustments and the absence of notes that will not be material in amount or effect as permitted by SEC rules and regulations, regulations and (iiy) present fairly, in all material respects, the consolidated financial position of the Company and the consolidated Company Subsidiaries and the results of their operations and their cash flows as of the dates and for the periods referred to therein (except except, to the extent permitted by Form 10-Q of the SEC, as may be indicated in the notes thereto or, in the case of interim financial statements, for normal yearas otherwise permitted by Form 10-end adjustments that were not or will not be material in amount or effect) and (iii) have been prepared from and are in accordance with the books, records and accounts of the Company and the Company Subsidiaries. There are no unconsolidated Subsidiaries of the Company. No securitization transactions or other off-balance sheet arrangements exist or have been effected by the Company or the Company Subsidiaries since January 1, 2021Q).

Company SEC Documents; Financial Statements. Since January (a) Except as set forth in Section 4.6(a) of the Company Disclosure Letter, since April 1, 20212012, the Company has timely filed with or otherwise furnished (subject to (as applicable) the SECany extensions permitted pursuant to, and made available to Parentin compliance with, Rule 12b-25 of the 0000 Xxx) with the SEC all registration statements, prospectusescertifications, forms, reports, definitive proxy statements, schedules, certifications and documents and related exhibits and all other information incorporated therein reports required to be filed or furnished prior to the date hereof by it under the Securities Act or the Exchange Act, as the case may be, together with all certifications required pursuant to the Xxxxxxxx-Xxxxx Act of 2002, as amended (the “Xxxxxxxx-Xxxxx Act”) (such documents and any other documents filed or furnished by the Company with the SEC (such forms, documents, and reports filed with the SEC, including any amendments, exhibits and schedules thereto and other information incorporated by reference or otherwise hyperlinked therein, as have been supplemented, modified or amended since the time of filing, collectively, the “Company SEC Documents”). As of their respective filing dates anddates, or, if supplemented, modified or amended since the time of filingamended, as of the date of the most recent supplement, modification or last such amendment, the Company SEC Documents (a) did not contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary in order to make the statements made therein, in light of the circumstances under which they were made, not misleading and (b) complied as to form in all material respects with all applicable the requirements of Nasdaq, the Securities Act and the Exchange Act, the Securities Act and the Xxxxxxxx-Xxxxx Act of 2002 (as amended and including the rules and regulations promulgated thereunder) (the “Xxxxxxxx-Xxxxx Act”), as the case may be, and the applicable rules and regulations promulgated thereunder, in each case as in effect on the date each such document was filed with or furnished to the SEC. None and none of the Company Subsidiaries is currently SEC Documents at the time it was filed (or, if amended, as of the date of the last amendment) contained any untrue statement of a material fact or omitted to state any material fact required to file periodic reports with be stated therein or necessary to make the SEC statements therein, in light of the circumstances under which they were made, or under are to be made, not misleading. (b) The Company has made available (including via the XXXXX system, as applicable) to Parent all material correspondence between the SEC, on the one hand, and the Company and any applicable foreign securities Law or to any foreign securities exchange or quotation serviceof its Subsidiaries, on the other hand, since April 1, 2012. As of the date of this Agreement, there are no outstanding or unresolved comments in comment letters received from the SEC with respect to any or its staff. To the Knowledge of the Company, as of the date hereof, none of the Company SEC Documents. Documents is the subject of ongoing SEC review, outstanding SEC comment or outstanding SEC investigation. (c) No Subsidiary of the Company is required to file or furnish any certifications, forms, proxy statements, prospectuses, registrations statements, documents or reports with, or make any other filing with, or furnish any other material to, the SEC. (d) The Company has adopted a code of ethics, as defined by Item 406(b) of Regulation S-K promulgated under the Exchange Act, for senior financial officers, applicable to its principal financial officer, comptroller or principal accounting officer, or persons performing similar functions. Since April 1, 2012, the Company has promptly disclosed by filing a Form 8-K any change in or waiver of the Company’s code of ethics, as required by Section 406(b) of the Xxxxxxxx-Xxxxx Act. Except as set forth in Section 4.6(d) of the Company Disclosure Letter, to the Knowledge of the Company, since April 1, 2012, there have been no violations of provisions of the Company’s code of ethics. (e) Since April 1, 2012, the Company has complied with and is in compliance in all material respects with the applicable provisions of the Exchange Act, the Securities Act, the SEC and with the Xxxxxxxx-Xxxxx Act and the applicable listing and corporate governance rules, rules and regulations and requirements of Nasdaq. NASDAQ. (f) The audited consolidated financial statements and unaudited consolidated interim financial statements (including, in each case, any notes theretoincluding all related notes) of the Company and the consolidated Company Subsidiaries included in or incorporated by reference into in the Company SEC Documents (collectively, the “Company Financial Statements”) (i) were, have been prepared in accordance with GAAP applied on a consistent basis during the periods involved (except as may be indicated in the notes thereto, prepared in accordance with GAAP (as in effect in the United States on the date of such Company Financial Statement) applied on a consistent basis during the periods involved except, in the case of unaudited statements, for normal year-end adjustments and the absence of notes that will not be material in amount or effect as permitted by SEC rules and regulations, (ii) fairly present fairly, in all material respects, respects the consolidated financial position of the Company and its consolidated Subsidiaries as at the respective dates thereof and their consolidated Company Subsidiaries and the results statements of their operations and their consolidated statements of cash flows as of the dates and for the respective periods referred to therein then ended (except as may be indicated in the notes thereto orsubject, in the case of unaudited interim financial statements, for to immaterial normal year-end audit adjustments that were not or will not be material in amount or effect) and (iii) have been prepared from and are in accordance with to the books, records and accounts absence of the Company and the Company Subsidiaries. There are no unconsolidated Subsidiaries of the Company. No securitization transactions or other off-balance sheet arrangements exist or have been effected by the Company or the Company Subsidiaries since January 1, 2021notes thereto).

Company SEC Documents; Financial Statements. Since January 1, 2021, the (a) The Company has timely filed with or otherwise furnished to (as applicable) the SEC, and made available to Parent, all required registration statements, prospectuses, forms, reports, definitive reports and proxy statements, schedules, certifications and documents and related exhibits and all other information incorporated therein required to be filed or furnished by it under statements with the Securities Act or the Exchange Act, as the case may beSEC, together with all certifications required pursuant to the Xxxxxxxx-Xxxxx Act of 2002, as amended 2002 (the “Xxxxxxxx-Xxxxx Act”) ), from and after January 1, 2006 (such documents and any other documents filed or furnished by the Company with the SEC with any exhibits and schedules thereto and other information incorporated by reference or otherwise hyperlinked therein, as have been supplemented, modified or amended since the time of filing, collectively, the “Company SEC Documents”). As of their respective effective dates (in the case of Company SEC Documents that are registration statements filed pursuant to the requirements of the Securities Act) and as of their respective SEC filing dates and(in the case of all other Company SEC Documents), or if amended or supplemented, modified or amended since the time of filing, as of the date of the most recent last such amendment or supplement, modification and giving effect to any amendments or amendmentsupplements thereto filed before the date of this Agreement, the Company SEC Documents (a) did not contain complied in all material respects with the requirements of the Exchange Act and the Securities Act, as the case may be, applicable to such Company SEC Documents, and none of the Company SEC Documents as of such respective dates 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 light of the circumstances under which they were made, not misleading and misleading. (b) complied as to form in all material respects with all applicable requirements of Nasdaq, the Exchange Act, the Securities Act and the Xxxxxxxx-Xxxxx Act, as the case may be, and the applicable rules and regulations promulgated thereunder, in each case as in effect on the date each such document was filed with or furnished to the SEC. None The consolidated financial statements of the Company Subsidiaries is currently required to file periodic reports with the SEC or under any applicable foreign securities Law or to any foreign securities exchange or quotation service. As of the date of this Agreement, there are no outstanding or unresolved comments received from the SEC with respect to any Company SEC Documents. The Company has complied with and is in compliance in all material respects with the applicable provisions of the Exchange Act, the Securities Act, the SEC and with the Xxxxxxxx-Xxxxx Act and the applicable listing and corporate governance rules, regulations and requirements of Nasdaq. The audited consolidated financial statements and unaudited consolidated interim financial statements (including, in each case, any notes thereto) of the Company and the consolidated Company Subsidiaries included in or incorporated by reference into the Company SEC Documents (collectively, the “Company Financial Statements”) (i) were, except as may be indicated in the notes thereto, have been prepared in accordance with GAAP (as in effect except, in the United States on case of unaudited interim statements, as indicated in the date of such Company Financial Statementnotes thereto) applied on a consistent basis during the periods involved except, (except as may be indicated in the case of unaudited statements, for normal year-end adjustments notes thereto) and the absence of notes that will not be material in amount or effect as permitted by SEC rules and regulations, (ii) fairly present fairly, in all material respects, respects the consolidated financial position of the Company and the consolidated Company Subsidiaries as of the dates thereof and the consolidated results of their operations and their cash flows as of the dates and for the periods referred to therein then ended (except as may be indicated in the notes thereto orsubject, in the case of unaudited interim financial statements, for to normal year-end adjustments that were not audit adjustments). (c) Neither the Company nor any Company Subsidiary has any liabilities of any nature (whether accrued, absolute, determined, determinable, fixed or will not contingent) which (i) would be material in amount required to be reflected or effect) and (iii) have been reserved against on a consolidated balance sheet of the Company prepared from and are in accordance with GAAP, except liabilities (A) reflected or reserved against in the booksconsolidated balance sheet included in its Quarterly Report filed on Form 10-Q for the quarterly period ended June 30, records 2009 (including the notes thereto), included in the Company SEC Documents, (B) incurred pursuant to this Agreement or in connection with the Transactions, (C) incurred since June 30, 2009 in the ordinary course of business, or (D) that have not had, and accounts would not reasonably be expected to have, individually or in the aggregate, a cash expenditure or exposure in excess of $50,000, or (ii) that are not within subsection (i) but which have had, or would reasonably be expected to have, individually or in the aggregate, a cash expenditure or exposure in excess of $50,000. (d) Since June 30, 2009, except for actions taken in connection with this Agreement and the Transactions, (i) the Company and the Company SubsidiariesSubsidiaries have conducted their businesses in all material respects in the ordinary course, and (ii) there has not been any Company Material Adverse Effect or any change, event, development, condition, occurrence or effect that has had or would reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effect. (e) The Company and the Company Subsidiaries have designed and maintain a system of internal controls over financial reporting (as defined in Rules 13a-15(f) and 15d-15(f) of the Exchange Act) sufficient to provide reasonable assurances regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with GAAP. There are no unconsolidated Subsidiaries The Company (i) has designed and maintains “disclosure controls and procedures” (as defined in Rules 13a-15(e) and 15d-15(e) of the Exchange Act) to ensure that material information required to be disclosed by the Company in the reports that it files or submits under the Exchange Act is recorded, processed, summarized and reported within the time periods specified in the SEC’s rules and forms and is accumulated and communicated to the Company’s management as appropriate to allow timely decisions regarding required disclosure, and (ii) has disclosed, to the Knowledge of the Company. No securitization transactions , based on its most recent evaluation of such disclosure controls and procedures before the date hereof, to the Company’s auditors and the audit committee of the Company Board (and has specified in the Company Disclosure Letter) (A) any “significant deficiencies” and “material weaknesses” in the design or operation of internal controls over financial reporting that are reasonably likely to adversely affect in any material respect the Company’s ability to record, process, summarize and report financial information and (B) any fraud, whether or not material, that involves management or other off-balance sheet arrangements exist or employees who have been effected a significant role in the Company’s internal controls over financial reporting. For purposes of this Agreement, the terms “significant deficiency” and “material weakness” shall have the meanings assigned to them by the Public Company or Accounting Oversight Board in Auditing Standard No. 2, as in effect on the Company Subsidiaries since January 1, 2021date hereof.

Company SEC Documents; Financial Statements. (a) Since January 1, 20212019, the Company has timely filed or furnished with or otherwise furnished to (as applicable) the SEC, and made available to Parent, SEC all registration statements, prospectuses, material forms, reports, definitive proxy statements, schedules, certifications and documents and related exhibits and all other information incorporated therein reports required to be filed or furnished prior to the date hereof by it under the Securities Act or the Exchange Act, as the case may be, together with all certifications required pursuant to the Xxxxxxxx-Xxxxx Act of 2002, as amended (the “Xxxxxxxx-Xxxxx Act”) (such documents and any other documents filed or furnished by the Company with the SEC with any exhibits and schedules thereto and other information incorporated by reference or otherwise hyperlinked therein, as have been supplemented, modified or amended since the time of filing, collectively, (the “Company SEC Documents”). As of their respective filing dates anddates, or, if supplemented, modified or amended since the time of filingamended, as of the date of the most recent supplement, modification or last such amendment, the Company SEC Documents complied in all material respects with the requirements of the Securities Act and the Exchange Act, as the case may be, and none of the Company SEC Documents at the time it was filed (aor, if amended, as of the date of the last amendment) did not contain contained any untrue statement of a material fact or omit omitted to state a any 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, or are to be made, not misleading and misleading. (b) complied The consolidated financial statements (including all related notes) of the Company included in the Company SEC Documents fairly present in all material respects the consolidated financial position of the Company and its consolidated Subsidiaries as of the respective dates thereof and its consolidated statements of operations and consolidated statements of cash flows for the respective periods then ended (subject, in the case of unaudited interim statements, to normal year-end audit adjustments, the absence of notes and any other adjustments described therein, including in any notes thereto), complied, as of the date of filing of the applicable Company SEC Document, as to form in all material respects with all applicable requirements the published rules and regulations of Nasdaqthe SEC with respect thereto, and were prepared in conformity with GAAP (except, in the case of unaudited statements, as permitted by Form 10-Q, Form 8-K or any successor form or other rules under the Exchange Act, ) applied on a consistent basis during the Securities Act and periods involved (except as may be indicated therein or in the Xxxxxxxx-Xxxxx Act, as the case may be, and the applicable rules and regulations promulgated thereunder, in each case as in effect on the date each such document was filed with or furnished to the SEC. None of the Company Subsidiaries is currently required to file periodic reports with the SEC or under any applicable foreign securities Law or to any foreign securities exchange or quotation service. notes thereto). (c) As of the date of this Agreement, there are no outstanding or unresolved comments in comment letters received by the Company or any of its Subsidiaries from the SEC or its staff with respect to any of the Company SEC Documents. The Company has complied with and is in compliance in all material respects with To the applicable provisions Knowledge of the Exchange ActCompany, as of the date hereof, none of the Company SEC Documents are the subject of ongoing SEC review, outstanding SEC comment or outstanding SEC investigation. (d) Neither the Company nor any of its Subsidiaries is a party to, or has any commitment to become a party to, any joint venture, off-balance sheet partnership or any similar contract, including any contract or arrangement relating to any transaction or relationship between or among the Company and any of its Subsidiaries, on the one hand, and any unconsolidated Affiliate, including any structured finance, special purpose or limited purpose entity or Person, on the other hand, or any “off-balance sheet arrangements” (as described in Item 303(b) of Regulation S-K under the Securities Act), where the Company’s or Subsidiary’s purpose in entering into such arrangement was to avoid disclosure of any material transaction involving, or material liabilities of, the SEC and with Company or any of its Subsidiaries in the Xxxxxxxx-Xxxxx Act and the applicable listing and corporate governance rules, regulations and requirements of Nasdaq. The audited consolidated financial statements and unaudited consolidated interim financial statements (including, in each case, any notes thereto) of the Company and the consolidated Company Subsidiaries included in or incorporated by reference into the Company SEC Documents (collectively, the “Company Financial Statements”) (i) were, except as may be indicated in the including all related notes and schedules thereto, prepared in accordance with GAAP (as in effect in the United States on the date of such Company Financial Statement) applied on a consistent basis during the periods involved except, in the case of unaudited statements, for normal year-end adjustments and the absence of notes that will not be material in amount or effect as permitted by SEC rules and regulations, (ii) present fairly, in all material respects, the consolidated financial position of the Company and the consolidated Company Subsidiaries and the results of their operations and their cash flows as of the dates and for the periods referred to therein (except as may be indicated in the notes thereto or, in the case of interim financial statements, for normal year-end adjustments that were not or will not be material in amount or effect) and (iii) have been prepared from and are in accordance with the books, records and accounts of the Company and the Company Subsidiaries. There are no unconsolidated Subsidiaries of the Company. No securitization transactions or other off-balance sheet arrangements exist or have been effected by the Company or the Company Subsidiaries since January 1, 2021).

Company SEC Documents; Financial Statements. (a) Since January 1, 20212015, the Company has timely filed with (or otherwise furnished to (as applicableto) the SEC, and made available to Parent, SEC all registration statements, prospectuses, forms, reports, definitive proxy schedules, statements, schedulesexhibits and other documents (including exhibits, certifications financial statements and documents and related exhibits schedules thereto and all other information incorporated therein and amendments and supplements thereto) required by it to be filed (or furnished by it furnished) under the Exchange Act or the Securities Act or (collectively, but excluding the Exchange Act, as the case may be, together with all certifications required pursuant to the Xxxxxxxx-Xxxxx Act of 2002, as amended (the “Xxxxxxxx-Xxxxx Act”) (such documents and any other documents filed or furnished by the Company with the SEC with any exhibits and schedules thereto and other information incorporated by reference or otherwise hyperlinked therein, as have been supplemented, modified or amended since the time of filing, collectivelyProxy Statement, the “Company SEC Documents”). As of their respective its filing dates and(or furnishing) date or, if supplemented, modified or amended since prior to the time date of filingthis Agreement, as of the date of the most recent supplement, modification last such amendment (or amendment, in the case of Company SEC Documents (a) that are registration statements filed pursuant to the requirements of the Securities Act, as of their respective effective dates), each Company SEC Document complied in all material respects with the applicable requirements of the Exchange Act and the Securities Act, as the case may be. As of its filing date or, if amended or superseded by a filing or amendment prior to the date of this Agreement, as of the date of the last such amendment, each Company SEC Document filed pursuant to the Exchange Act did not contain any untrue statement of a material fact or omit to state a any material fact required to be stated therein or necessary in order to make the statements made therein, in light of the circumstances under which they were made, not misleading and (b) complied misleading. Each Company SEC Document that is a registration statement, as amended or supplemented, if applicable, filed pursuant to form in all material respects with all applicable requirements of Nasdaq, the Exchange Act, the Securities Act and the Xxxxxxxx-Xxxxx Act, as the case may be, and the applicable rules and regulations promulgated thereunder, in each case as in effect on of the date each such document was filed with registration statement or furnished amendment became effective prior to the SEC. None date of the Company Subsidiaries is currently this Agreement, did not contain any untrue statement of a material fact or omit to state any material fact required to file periodic reports with be stated therein or necessary in order to make the SEC or under any applicable foreign securities Law or to any foreign securities exchange or quotation servicestatements made therein not misleading. As of the date of this Agreement, there are no outstanding amendments or unresolved comments received from modifications to the SEC with respect to any Company SEC DocumentsDocuments that are required to be filed with (or furnished to) the SEC, but that have not yet been filed with (or furnished to) the SEC. The No Subsidiary of the Company has complied with and is in compliance in all material respects with subject to the applicable provisions periodic reporting requirements of the Exchange Act, . All of the Securities Act, the SEC and with the Xxxxxxxx-Xxxxx Act and the applicable listing and corporate governance rules, regulations and requirements of Nasdaq. The audited consolidated financial statements and unaudited consolidated interim financial statements (including, in each case, any notes thereto) of the Company and the consolidated Company Subsidiaries included in or incorporated by reference into the Company SEC Documents (collectively, the “Company Financial Statements”) (i) werehave been derived from the accounting books and records of the Company and its Subsidiaries; (ii) complied in all material respects, except as may be indicated in of their respective filing dates with the notes SEC, with the applicable accounting requirements and with the published rules and regulations of the SEC with respect thereto, ; (iii) have been prepared in accordance with GAAP (as in effect in the United States on the date of such Company Financial Statement) applied on a consistent basis during the periods involved (except as may be indicated in the notes thereto and except, in the case of the unaudited statementsinterim statements of the Company, for normal yearas may be permitted under Form 10-end adjustments Q of the Exchange Act) and the absence of notes that will not be material in amount or effect as permitted by SEC rules and regulations, (iiiv) present fairly, fairly presented in all material respectsrespects the financial position, the consolidated financial position stockholders’ equity, the results of operations and cash flows of the Company and the its consolidated Company Subsidiaries and the results of their operations and their cash flows Subsidiaries, as of the dates times and for the periods referred to therein (except as may be indicated in the notes thereto orand subject, in the case of unaudited interim financial statements, for to normal and recurring year-end adjustments that were adjustments, none of which, individually or in the aggregate, would reasonably be expected to be material). (b) Other than as filed on the SEC’s EXXXX system through the date of this Agreement, since January 1, 2015, the Company has not received any comment letters from the SEC with respect to any of the Company SEC Documents or will not be provided any written response thereto. As of the date of this Agreement, there are no outstanding or unresolved comments in comment letters received from the SEC staff with respect to any of the Company SEC Documents, and, to the Knowledge of the Company, none of the Company SEC Documents are subject to ongoing SEC review. (c) The Company is in compliance in all material respects with the applicable provisions of the Sxxxxxxx-Xxxxx Act and the applicable listing and governance rules and regulations of Nasdaq. (d) The Company maintains a system of internal control over financial reporting (as defined in amount or effectRules 13a-15(f) and 15d-15(f) of the Exchange Act) designed to provide reasonable assurance regarding the reliability of the Company’s financial reporting and the preparation of financial statements for external purposes in conformity with GAAP. The Company has evaluated the effectiveness of the Company’s internal control over financial reporting and, to the extent required by applicable Law, presented in any applicable Company SEC Document that is a report on Form 10-K or Form 10-Q or any amendment thereto its conclusions about the effectiveness of the internal control over financial reporting as of the end of the period covered by such report or amendment based on such evaluation. The Company has disclosed, based on the most recent evaluation of internal control over financial reporting prior to the date of this Agreement, to the Company’s auditors and the audit committee of the Company Board (iiiand made available to Parent a summary of the significant aspects of such disclosure, if any) (i) all “significant deficiencies” and “material weaknesses” (as such terms are defined in Auditing Standard No. 5 of the Public Company Accounting Oversight Board, as in effect on the date of this Agreement) in the design or operation of internal control over financial reporting that are reasonably likely to adversely affect the Company’s ability to record, process, summarize and report financial information and (ii) any fraud, whether or not material, that involves the Company’s management or other employees who have a significant role in the Company’s internal control over financial reporting. Since January 1, 2015, the Company has not identified any material weaknesses in the design or operation of the Company’s internal control over financial reporting. (e) The Company maintains disclosure controls and procedures (as defined in Rules 13a-15(e) and 15d-15(e) of the Exchange Act) designed to ensure that all information required to be disclosed by the Company in the reports that it files or submits under the Exchange Act is recorded, processed, summarized and reported within the time periods specified in the rules and forms of the SEC, and that all such information is accumulated and communicated to the Company’s management as appropriate to allow timely decisions regarding required disclosure and to make the certifications of the chief executive officer and chief financial officer of the Company required under the Exchange Act with respect to such reports. (f) As of the date of this Agreement, there are no SEC Proceedings pending or, to the Knowledge of the Company, threatened, in each case regarding any accounting practices of the Company or any of its Subsidiaries or any malfeasance by any director or executive officer of the Company or any of its Subsidiaries. Since January 1, 2015 through the date of this Agreement, there have been prepared from and are in accordance with no internal investigations of irregularities regarding accounting, auditing or revenue recognition discussed with, reviewed by or initiated at the booksdirection of the chief executive officer, records and accounts chief financial officer, chief accounting officer or general counsel of the Company or any of its Subsidiaries or the Company Board, any board of directors of any of its Subsidiaries or any committee of the Company Board or any board of directors of any of its Subsidiaries. (g) Each of the principal executive officer of the Company and the principal financial officer of the Company Subsidiaries. There are no unconsolidated Subsidiaries (or each former principal executive officer of the Company and each former principal financial officer of the Company, as applicable) has made all certifications required by Rule 13a-14 or 15d-14 under the Exchange Act and Sections 302 and 906 of the Sxxxxxxx-Xxxxx Act with respect to the Company SEC Documents, and the statements contained in such certifications were true and correct. No securitization transactions For purposes of this Agreement, “principal executive officer” and “principal financial officer” shall have the meanings given to such terms in the Sxxxxxxx-Xxxxx Act. The Company does not have, and since July 30, 2002, has not arranged, any outstanding “extensions of credit” to directors or other executive officers within the meaning of Section 402 of the Sxxxxxxx-Xxxxx Act. (h) Since January 1, 2015, (i) neither the Company nor any of its Subsidiaries has received any written or, to the Knowledge of the Company, oral complaint, allegation, assertion or claim regarding accounting, internal accounting controls, auditing practices, procedures, methodologies or methods of the Company or any of its Subsidiaries, or unlawful accounting or auditing matters with respect to the Company or any of its Subsidiaries and (ii) no attorney representing the Company or any of its Subsidiaries, whether or not employed by the Company or any of its Subsidiaries, has reported evidence of a material violation of securities Laws, breach of fiduciary duty or similar violation by the Company or any of its Subsidiaries or any of their respective officers, directors, employees or agents to the Company Board or any committee thereof or to the general counsel or chief executive officer of the Company pursuant to the rules of the SEC adopted under Section 307 of the Sxxxxxxx-Xxxxx Act. (i) Neither the Company nor any of its Subsidiaries is a party to, or has any commitment to become a party to, any joint venture, off-balance sheet arrangements exist partnership or have been effected by any similar Contract (including any Contract or arrangement relating to any transaction or relationship between or among the Company and any of its Subsidiaries, on the one hand, and any unconsolidated Affiliate, on the other hand), including any structured finance, special purpose or limited purpose entity or Person, or any “off-balance sheet arrangements” (as defined in Item 303(a) of Regulation S-K under the Securities Act), in each case, where the result, purpose or effect of such Contract is to avoid disclosure of any material transaction involving, or material liabilities of, the Company or any of its Subsidiaries in the Company Subsidiaries since January 1, 2021SEC Documents (including any audited financial statements and unaudited interim financial statements of the Company included therein).

Company SEC Documents; Financial Statements. Since January 1(a) Each of the Company and OpCo has filed with, 2021or furnished to, the Company has timely filed with or otherwise furnished to (as applicable) the SECSEC all reports, and made available to Parent, all registration statements, prospectusesschedules, forms, reports, definitive proxy statements, schedules, certifications statements and other documents and related exhibits and all other information incorporated therein required to be filed or furnished by it under the Securities Act or the Exchange ActAct since July 30, as the case may be, together with all certifications required pursuant to the Xxxxxxxx-Xxxxx Act of 2002, as amended 2011 (the “Xxxxxxxx-Xxxxx Act”) (such documents and any other documents filed or furnished by the Company with the SEC collectively with any exhibits and schedules thereto and other information incorporated by reference or otherwise hyperlinked therein, as have been supplemented, modified or amended since the time of filing, collectivelyamendments thereto, the “Company SEC Documents”). As of their respective effective dates (in the case of Company SEC Documents that are registration statements filed pursuant to the requirements of the Securities Act) and as of their respective SEC filing dates and, if supplemented, modified or amended since (in the time case of filing, as of the date of the most recent supplement, modification or amendmentall other Company SEC Documents), the Company SEC Documents complied as to form in all material respects with the requirements of the Securities Act, the Exchange Act and the Xxxxxxxx-Xxxxx Act of 2002 (athe “Xxxxxxxx-Xxxxx Act”), as the case may be, applicable to such Company SEC Documents, and none of the Company SEC Documents as of such respective dates (or, if amended prior to the date hereof, the date of the filing of such final amendment) did 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 in order to make the statements made therein, in light of the circumstances under which they were made, not misleading and misleading. (b) complied as The Company has made available to form in Parent copies of all material respects with all applicable requirements of Nasdaq, the Exchange Act, the Securities Act and the Xxxxxxxx-Xxxxx Act, as the case may be, and the applicable rules and regulations promulgated thereunder, in each case as in effect on the date each such document was filed with or furnished comment letters to the SEC. None of the Company Subsidiaries is currently required to file periodic reports with the SEC or under any applicable foreign securities Law or to any foreign securities exchange or quotation service. As Documents not available on XXXXX as of the date of this Agreement. As of the date hereof, (i) there are no outstanding or unresolved comments received by the Company or any of its Subsidiaries from the SEC with respect to any of the Company SEC Documents. The Documents and (ii) neither the Company nor any of its Subsidiaries has complied with and is in compliance in all material respects with received any written notice from the applicable provisions SEC that any of the Exchange Act, Company SEC Documents is the Securities Act, subject of any ongoing review by the SEC and with the Xxxxxxxx-Xxxxx Act and the applicable listing and corporate governance rules, regulations and requirements of Nasdaq. SEC. (c) The audited consolidated financial statements and unaudited consolidated interim financial statements (including, in each case, any notes thereto) of the Company and (including the consolidated Company Subsidiaries related notes) included in or incorporated by reference into the Company SEC Documents (if amended prior to the date hereof, as of the date of such last amendment) and the August 3rd Financial Statements (collectively, the “Company Financial Statements”) (i) were, except as may be indicated have been prepared in the notes thereto, prepared all material respects in accordance with GAAP (as in effect except, in the United States on case of unaudited statements, as permitted by the date of such Company Financial StatementSEC) applied on a consistent basis during the periods involved except, (except (i) as may be indicated therein or in the case of unaudited statements, for normal year-end adjustments and the absence of notes that will not be material in amount thereto or effect (ii) as permitted by SEC rules Regulation S-X) and regulations, (ii) present fairlyfairly present, in all material respects, the consolidated financial position of the Company and its Subsidiaries, as of the consolidated Company Subsidiaries respective dates thereof, and the results of their operations operations, shareholders’ equity and their cash flows as of the dates Company and its Subsidiaries, for the respective periods referred to set forth therein (except as may be indicated in the notes thereto orsubject, in the case of interim financial statementsunaudited quarterly financials, for to normal year-end adjustments that were not or will not be material in adjustments). (d) As of (i) the date of this Agreement, the outstanding principal amount or effectand accrued but unpaid interest under (A) the Term Loan Agreement is $2,434,177,496, (B) the ABL Credit Agreement is $145,090,833, (C) the Debentures is $127,498,698 and (iiiD) have been prepared from and are in accordance with the books, records and accounts Indebtedness for borrowed money of the Company and its Subsidiaries (other than Indebtedness under the Credit Agreements or with respect to the Debentures) is $0 and (ii) the close of business on September 6, 2013, the Company Subsidiariesand its Subsidiaries had at least $52,000,000 in cash and cash equivalents, calculated in accordance with GAAP, consistently applied. There are no unconsolidated The aggregate amount of accrued and unpaid Stockholders’ Expenses as reflected in the August 3rd Financial Statements was $16,920,682. From August 3, 2013 through the date of this Agreement, neither the Company nor any of its Subsidiaries (i) has failed to make or delayed payment of accounts payable in any material respect, other than, in each case, in the Company. No securitization transactions ordinary course of business or (ii) declared, set aside or paid any dividend or other off-balance sheet arrangements exist distribution in respect of, or have been effected by repurchased or redeemed, any shares of capital stock, Options or equity interests of, the Company or the Company Subsidiaries since January 1, 2021any of its Subsidiaries.

Company SEC Documents; Financial Statements. Since January 1, 2021(a) During the one year preceding the date of this Agreement, the Company has timely filed with or otherwise furnished to (as applicable) the SECall required reports, and made available to Parent, all registration statements, prospectusesschedules, forms, reports, definitive proxy statements, schedules, certifications statements and other documents and related (including exhibits and all other information incorporated therein required to be filed or furnished by it under the Securities Act or the Exchange Acttherein), as the case may be, together with all certifications required pursuant to the Xxxxxxxx-Xxxxx Act of 2002, as amended (the “Xxxxxxxx-Xxxxx Act”) (such documents and any other documents filed or furnished by required amendments to any of the Company foregoing, with the SEC with any exhibits and schedules thereto and other information incorporated by reference or otherwise hyperlinked therein, as have been supplemented, modified or amended since the time of filing, collectively, the “Company SEC Documents”)SEC. As of their respective filing dates and(or date of amendment, if supplementedamended), modified or amended since the time each of filing, as of the date of the most recent supplement, modification or amendment, the Company SEC Documents (ai) did not contain any complied as to form in all material respects with the requirements of the Securities Exchange Act of 1934, as amended (the “Exchange Act”) (as the case may be), and the rules and regulations of the SEC promulgated thereunder applicable to such Company SEC Documents, and (ii) contained no 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 light of the circumstances under which they were made, not misleading and misleading. (b) When filed, the financial statements of the Company included in its most recently filed Annual Report on Form 10-K and in its most recently filed quarterly report on Form 10-Q, complied as to form in all material respects with all applicable requirements of Nasdaq, the Exchange Act, the Securities Act and the Xxxxxxxx-Xxxxx Act, as the case may be, and the applicable published rules and regulations promulgated thereunder, in each case as in effect on the date each such document was filed with or furnished to the SEC. None of the Company Subsidiaries is currently required to file periodic reports with the SEC or under any applicable foreign securities Law or to any foreign securities exchange or quotation service. As of the date of this Agreement, there are no outstanding or unresolved comments received from the SEC with respect to any Company SEC Documents. The Company has complied with and is in compliance in all material respects with the applicable provisions of the Exchange Act, the Securities Act, the SEC and with the Xxxxxxxx-Xxxxx Act and the applicable listing and corporate governance rules, regulations and requirements of Nasdaq. The audited consolidated financial statements and unaudited consolidated interim financial statements (including, in each case, any notes thereto) of the Company and the consolidated Company Subsidiaries included in or incorporated by reference into the Company SEC Documents (collectively, the “Company Financial Statements”) (i) were, except as may be indicated in the notes thereto, were prepared in accordance with GAAP (as in effect in the United States on the date of such Company Financial Statementgenerally accepted accounting principles (“GAAP”) applied on a consistent basis during the periods involved except, in the case of unaudited statements, for normal year-end adjustments and the absence of notes that will not be material in amount or effect as permitted by SEC rules and regulations, (ii) present fairly, in all material respects, the consolidated financial position of the Company and the consolidated Company Subsidiaries and the results of their operations and their cash flows as of the dates and for the periods referred to therein (except as may be indicated in the notes thereto or, in the case of interim unaudited financial statements, for as permitted by Form 10-Q, Form 8-K or any successor form under the Exchange Act, and except that the unaudited financial statements may not contain footnotes and are subject to normal and recurring year-end adjustments that were not will not, individually or will not in the aggregate, be material in amount or effectamount) and (iii) have been prepared from and are fairly present in accordance with all material respects the books, records and accounts financial position of the Company and the Company Subsidiaries. There are no unconsolidated Subsidiaries its consolidated subsidiaries as of the Company. No securitization transactions or other off-balance sheet arrangements exist or have been effected by dates thereof and the Company or results of its operations and cash flows for the Company Subsidiaries since periods then ended. (c) From January 1, 20212021 to the date hereof, (i) there have been no events, occurrences or developments that have had or would reasonably be expected to have, either individually or in the aggregate, a Material Adverse Effect and (ii) the Company has not incurred any liabilities other than (A) trade payables, accrued expenses and other liabilities incurred in the ordinary course of business consistent with past practice, (B) liabilities not required to be reflected in the Company’s financial statements pursuant to GAAP or disclosed in filings made with the Commission, (C) liabilities to the Investor or its Affiliates and (D) liabilities that would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect.

Company SEC Documents; Financial Statements. (a) Since January 1, 20212020, the Company has timely filed with with, or otherwise furnished to (as applicable) to, the SEC, and made available to Parent, SEC all registration statements, prospectuses, forms, reports, definitive proxy schedules, statements, schedulesexhibits and other documents (including exhibits, certifications financial statements and documents and related exhibits schedules thereto and all other information incorporated therein and amendments and supplements thereto) required by it to be filed or furnished by it under pursuant to the Exchange Act or the Securities Act or the Exchange Act, as the case may be, together with all certifications required pursuant to the Xxxxxxxx-Xxxxx Act of 2002, as amended 1933 (the “Xxxxxxxx-Xxxxx Securities Act”) (such documents and any other documents filed or furnished by the Company with the SEC with any exhibits and schedules thereto and other information incorporated by reference or otherwise hyperlinked therein, as have been supplemented, modified or amended since the time of filing, collectively, the “Company SEC Documents”). As of their respective its filing dates andor furnishing date or, if supplemented, modified or amended since prior to the time date of filingthis Agreement, as of the date of the most recent supplementlast such amendment or superseding filing (and, modification or amendmentin the case of registration statements and proxy statements, on the dates of effectiveness and the dates of the relevant meetings, respectively), each Company SEC Document has complied in all material respects with the applicable requirements of the Exchange Act, the Securities Act and the Xxxxxxxx-Xxxxx Act of 2002 (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 (a) Documents. As of its filing date or, if amended or superseded by a subsequent filing prior to the date of this Agreement, as of the date of the last such amendment or superseding filing, each Company SEC Document filed pursuant to the Exchange Act did not contain any untrue statement of a material fact or omit to state a any material fact required to be stated therein or necessary in order to make the statements made therein, in light of the circumstances under which they were made, not misleading misleading. Each Company SEC Document that is a registration statement, as amended or supplemented, if applicable, was filed in accordance with the Securities Act, and, as of the date such registration statement or amendment became effective, did not contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements made therein not misleading. Notwithstanding anything to the contrary in this Section 3.5, none of the representation and warranties contained in this Section 3.5 are made with respect to the Proxy Statement, which instead are contained in Section 3.28. All of the audited financial statements and unaudited interim financial statements of the Company included in the Company SEC Documents (bi) complied as to form have been derived from the accounting books and records of the Company and the Company Subsidiaries, (ii) comply in all material respects with all the applicable accounting requirements and with the published rules and regulations of Nasdaqthe SEC with respect thereto, (iii) have been prepared in accordance with generally accepted accounting principles in the United States, applied on a consistent basis (“GAAP”) during the periods involved (except as may be indicated in the notes thereto and except, in the case of the unaudited interim statements of the Company, as may be permitted in accordance with Form 10-Q, 8-K or any successor form under the Exchange Act) and (iv) fairly present in all material respects the financial position, the Securities Act shareholders’ equity, the comprehensive income and the Xxxxxxxx-Xxxxx Act, as the case may be, and the applicable rules and regulations promulgated thereunder, in each case as in effect on the date each such document was filed with or furnished to the SEC. None cash flows of the Company Subsidiaries and its consolidated Subsidiaries, as applicable, as of the times and for the periods referenced therein (except as may be indicated in the notes thereto and subject, in the case of unaudited interim financial statements, to the absence of footnotes and to normal and recurring year-end adjustments, none of which, individually or in the aggregate, will be material). No Company Subsidiary is currently required to file periodic reports or furnish any form, report or other document with the SEC or under any applicable foreign securities Law or to any foreign securities exchange or quotation service. SEC. (b) As of the date of this Agreementhereof, there are no outstanding or unresolved comments in comment letters received from the SEC staff with respect to any of the Company SEC DocumentsDocuments remain outstanding or unresolved, and, to the Knowledge of the Company, none of the Company SEC Documents are subject to ongoing SEC review or investigation. The Company has complied with and is in 11 compliance in all material respects with the applicable provisions of the Exchange Act, the Securities Act, the SEC and with the Xxxxxxxx-Xxxxx Act and the applicable listing and corporate governance rules, rules and regulations and requirements of Nasdaq. (c) The Company maintains a system of internal control over financial reporting (as defined in Rules 13a-15(f) and 15d-15(f) of the Exchange Act) designed to provide reasonable assurance with respect to the reliability of the Company’s financial reporting and the preparation of financial statements for external purposes in conformity with GAAP, including policies that provide reasonable assurance that (i) transactions are executed in accordance with management’s general or specific authorizations, (ii) access to assets is permitted only in accordance with management’s general or specific authorization and (iii) the recorded accountability for assets is compared with the existing assets at reasonable intervals and appropriate action is taken with respect to any differences. The audited consolidated Company has disclosed, based on the most recent evaluation of internal control over financial statements reporting prior to the date of this Agreement, to the Company’s independent auditors and unaudited consolidated interim the audit committee of the Company Board of Directors (and made available to Parent a summary of the important aspects of such disclosure, if any) (A) all “significant deficiencies” and “material weaknesses” (as such terms are defined in Auditing Standard No. 5 of the Public Company Accounting Oversight Board, as in effect on the date of this Agreement) in the design or operation of internal control over financial statements reporting that are reasonably likely to adversely affect the Company’s ability to record, process, summarize and report financial information and (includingB) any fraud, whether or not material, that involves management or other employees who have a significant role in the Company’s internal control over financial reporting. Since January 1, 2022, the Company has not identified any significant deficiencies or material weaknesses in the design or operation of the Company’s internal control over financial reporting. (d) The Company maintains disclosure controls and procedures (as defined in Rules 13a-15(e) and 15d-15(e) of the Exchange Act) designed to ensure that all information required to be disclosed by the Company in the reports that it files or submits in accordance with the Exchange Act is recorded, processed, summarized and reported within the time periods specified in the rules and forms of the SEC, and that all such information is accumulated and communicated to the Company’s management as appropriate to allow timely decisions with respect to required disclosure and to make the certifications of the chief executive officer and chief financial officer of the Company required in accordance with the Exchange Act with respect to such reports. (e) As of the date of this Agreement, no SEC Proceedings are pending or threatened in writing, in each case, with respect to any notes theretoaccounting practices of the Company or any Company Subsidiary or any malfeasance by any director or executive officer of the Company or any Company Subsidiary. Since January 1, 2020, no internal investigations with respect to accounting, auditing or revenue recognition have been conducted. (f) Each of the principal executive officer of the Company and the consolidated principal financial officer of the Company Subsidiaries included (or each former principal executive officer of the Company and each former principal financial officer of the Company, as applicable) has made all certifications required by Rule 13a-14 or 15d-14 promulgated under the Exchange Act and Sections 302 and 906 of the Xxxxxxxx-Xxxxx Act with respect to any applicable Company SEC Documents, and the statements contained in such certifications are correct and complete. “Principal executive officer” and “principal financial officer” have the meanings given to such terms in the Xxxxxxxx-Xxxxx Act. The Company does not have, and has not arranged any, outstanding “extensions of credit” to any current or incorporated by reference into former director or executive officer within the meaning of Section 402 of the Xxxxxxxx-Xxxxx Act. (g) Since January 1, 2020, neither the Company nor any Company Subsidiary has received any written or to the Knowledge of the Company, oral complaint, allegation, assertion or claim with respect to accounting, internal accounting controls, auditing practices, procedures, methodologies or methods of the Company or any Company Subsidiary, or unlawful accounting or auditing matters with respect to the Company or any Company Subsidiary. (h) Neither the Company nor any Company Subsidiary is a party to or bound by, or has any commitment to become a party to, any joint venture, off-balance sheet partnership or any similar Contract (including any Contract or arrangement relating to any transaction or relationship between or among the Company and any Company Subsidiary, on the one hand, and any unconsolidated Affiliate, on the other hand), including any structured finance, special purpose or limited purpose entity or Person, or any “off-balance sheet arrangements” (as defined in Item 303(a) of Regulation S-K promulgated under the Securities Act), where the result, purpose or effect of such Contract is to avoid disclosure of any material transaction involving, or material liabilities of, the Company or any Company Subsidiary in the Company SEC Documents (collectively, the “Company Financial Statements”) (i) were, except as may be indicated in the notes thereto, prepared in accordance with GAAP (as in effect in the United States on the date of such Company Financial Statement) applied on a consistent basis during the periods involved except, in the case of including any audited financial statements and unaudited statements, for normal year-end adjustments and the absence of notes that will not be material in amount or effect as permitted by SEC rules and regulations, (ii) present fairly, in all material respects, the consolidated interim financial position statements of the Company and the consolidated Company Subsidiaries and the results of their operations and their cash flows as of the dates and for the periods referred to therein (except as may be indicated in the notes thereto or, in the case of interim financial statements, for normal year-end adjustments that were not or will not be material in amount or effect) and (iii) have been prepared from and are in accordance with the books, records and accounts of the Company and the Company Subsidiaries. There are no unconsolidated Subsidiaries of the Company. No securitization transactions or other off-balance sheet arrangements exist or have been effected by the Company or the Company Subsidiaries since January 1, 2021included therein).

Company SEC Documents; Financial Statements. Since January 1, 2021, the (i) The Company has timely filed with or otherwise furnished to (furnished, as applicable) the SEC, and made available to Parent, all registration statementsreports, prospectusesschedules, forms, reports, definitive proxy statements, schedules, certifications statements and other documents and related (including exhibits and all other information incorporated therein therein) with the SEC required to be filed or furnished furnished, as applicable, by it the Company since and including April 1, 2008, under the Securities Act or Act, the Exchange Act, as the case may be, together with all certifications required pursuant to Act and the Xxxxxxxx-Xxxxx Act of 20022002 (including the rules and regulations promulgated thereunder, as amended (the “Xxxxxxxx-Xxxxx ActSOX”) (such documents, together with any documents and information incorporated therein by reference and together with any other documents filed or furnished during such period by the Company with the SEC with any exhibits and schedules thereto and other information incorporated by reference or otherwise hyperlinked therein, as have been supplemented, modified or amended since the time of filing, collectivelyon a voluntary basis on Current Reports on Form 8-K, the “Company SEC Documents”). None of the Company’s Subsidiaries is subject to the periodic reporting requirements of the Exchange Act. As of their respective filing dates and, if supplemented, modified or amended since the time of filing, as of the date of the most recent supplement, modification or amendmentdates, the Company SEC Documents (a) did not contain complied as to form in all material respects with the requirements of the Securities Act or Exchange Act, as applicable, and the rules and regulations of the SEC promulgated thereunder applicable thereto, and except to the extent amended or superseded by a subsequent filing with the SEC prior to the Agreement Date, as of such respective dates, none of the Company SEC Documents contained any untrue statement of a material fact or omit omitted to state a material fact required to be stated therein or necessary in order to make the statements made therein, therein in light of the circumstances under which they were made, not misleading and misleading. Each of the financial statements (bincluding the related notes) of the Company included in the Company SEC Documents complied at the time it was filed as to form in all material respects with all the applicable accounting requirements of Nasdaq, the Exchange Act, the Securities Act and the Xxxxxxxx-Xxxxx Act, as the case may be, and the applicable published rules and regulations promulgated thereunder, in each case as in effect on the date each such document was filed with or furnished to the SEC. None of the Company Subsidiaries is currently required to file periodic reports with the SEC or under any applicable foreign securities Law or to any foreign securities exchange or quotation service. As of the date of this Agreement, there are no outstanding or unresolved comments received from the SEC with respect thereto in effect at the time of filing (except to any Company SEC Documents. The Company has complied with and is in compliance in all material respects the extent amended or superseded by a subsequent filing with the applicable provisions of SEC prior to the Exchange ActAgreement Date), the Securities Act, the SEC and with the Xxxxxxxx-Xxxxx Act and the applicable listing and corporate governance rules, regulations and requirements of Nasdaq. The audited consolidated financial statements and unaudited consolidated interim financial statements (including, in each case, any notes thereto) of the Company and the consolidated Company Subsidiaries included in or incorporated by reference into the Company SEC Documents (collectively, the “Company Financial Statements”) (i) were, except as may be indicated in the notes thereto, has been prepared in accordance with GAAP (as in effect generally accepted accounting principles in the United States on (“GAAP”) (except (i) in the date case of unaudited statements, as permitted by the rules and regulations of the SEC, and (ii) in the case of interim statements or reports, such Company Financial Statementstatements or reports shall be deemed in compliance with GAAP despite the absence of footnotes and fiscal year-end adjustments as required by GAAP) applied on a consistent basis during the periods involved except, in the case of unaudited statements, for normal year-end adjustments and the absence of notes that will not be material in amount or effect as permitted by SEC rules and regulations, (ii) present fairly, in all material respects, the consolidated financial position of the Company and the consolidated Company Subsidiaries and the results of their operations and their cash flows as of the dates and for the periods referred to therein (except as may be indicated in the notes thereto orthereto) and fairly presented in all material respects the consolidated financial position of the Company and its consolidated Subsidiaries as of the dates thereof and the consolidated results of their operations and cash flows for the periods then ended (subject, in the case of interim financial unaudited statements, for to the absence of footnotes and normal year-end adjustments audit adjustments). (ii) Since April 1, 2008, the Company has not received any written notice from the SEC that were any of the Company SEC Documents is the subject of any ongoing review by the SEC or outstanding SEC investigation, and as of the Agreement Date, there are no outstanding or unresolved comments in comment letters from the SEC staff with respect to any of the Company SEC Documents. The Company has made available to Parent correct and complete copies of all correspondence between the SEC, on the one hand, and the Company Entities, on the other hand, occurring since April 1, 2008 and prior to the Agreement Date. The Company has not received any written advice or will written notification from its independent certified public accountants since April 1, 2008 that it has used any improper accounting practice that would have the effect of not be reflecting or incorrectly reflecting in the financial statements or in the books and records of the Company Entities, any properties, assets, liabilities, revenues or expenses in any material in amount or effect) and respect. (iii) have been prepared from Each of the principal executive officer of the Company and principal financial officer of the Company (or each former such officer) has made all certifications required by Rule 13a-14 or 15d-14 under the Exchange Act and Sections 302 and 906 of SOX with respect to the Company SEC Documents, and the statements contained in such certifications were true and accurate as of the date such certifications were made. The Company maintains a system of “internal control over financial reporting” (as defined in Rules 13a-15(f) and 15d-15(f) of the Exchange Act) as required under Rules 13a-15(a) and 15d-15(a) under the Exchange Act, is in compliance in all material respects with such system, and such system is designed to provide reasonable assurance (A) regarding the reliability of the Company’s financial reporting and the preparation of financial statements for external purposes in accordance with GAAP, (B) that transactions of the Company are being made only in accordance with the booksauthorization of management and directors of the Company, records and accounts (C) that access to properties and assets of the Company Entities is permitted only in accordance with management’s authorization. The Company maintains a system of disclosure controls and procedures satisfying the definition thereof in Rules 13a-15(e) and 15d-15(e) of the Exchange Act, and is in compliance in all material respects with such system. Since April 1, 2008, the Company’s principal executive officer and its principal financial officer have disclosed to the Company’s auditors and the audit committee of the Company Board (1) all known significant deficiencies and material weaknesses in the design or operation of internal controls over financial reporting that are reasonably likely to adversely affect in any material respect the Company’s ability to record, process, summarize and report financial information and (2) any known fraud, whether or not material, that involves management or other employees who have a significant role in the Company’s internal controls and the Company Subsidiarieshas provided to Parent copies of any non-privileged written materials in its possession relating to each of the foregoing. The Company has made available to Parent all such disclosures made by management to the Company’s auditors and audit committee since April 1, 2008. Since the enactment of SOX, no Company Entity has made any prohibited loans to any executive officer of the Company (as defined in Rule 3b-7 under the Exchange Act) or director of the Company Entities. There are no unconsolidated Subsidiaries outstanding loans or other extensions of credit made by the Company Entities to any executive officer (as defined in Rule 3b-7 under the Exchange Act) or director of the Company. . (iv) No securitization transactions Company Entity has or other offis subject to any “Off-Balance Sheet Arrangement” (as defined in Item 303(a)(4)(ii) of Regulation S-K promulgated under the Securities Act). (v) Except (A) as reflected or reserved against in the Company’s financial statements or notes thereto for the fiscal year ended March 28, 2010 included in the Company SEC Documents, (B) for liabilities or obligations incurred in the ordinary course of business consistent with past practice since the date of such financial statements and (C) for liabilities expressly contemplated by this Agreement, as of the Agreement Date no Company Entity has any liabilities or obligations of any nature, whether or not accrued, contingent or otherwise, and whether due or to become due, that would be required by GAAP to be reflected or reserved on a consolidated balance sheet arrangements exist (or have been effected the notes thereto) of the Company Entities. (vi) Such internally-prepared and unaudited financial statements of the Company as of October 31, 2010 shall be fairly presented in all material respects consisting of the consolidated financial position of the Company Entities and the non-consolidated results of operations of the Company Entities, provided, however, that with respect to such financial statements (i) they shall be subject to the absence of footnotes and adjustments typically made at quarter-end or year-end, (ii) the accruals of expenses shall be based upon good faith estimates and shall be subject to adjustment in later periods upon final determination of such accrued expenses, (iii) the form shall be consistent with the form of the internally-prepared and unaudited interim financial statements or reports provided to and reviewed by Parent and Merger Sub prior to the Date of the Agreement, and (iv) the form need not be in conformance with the format used by the Company for SEC reporting at the end of fiscal quarters or the Company Subsidiaries since January 1, 2021fiscal year.

Company SEC Documents; Financial Statements. Since January 1, 2021, the (a) The Company has timely filed with or otherwise furnished to (as applicable) the SECSEC on a timely basis all reports, and made available to Parent, all registration statements, prospectusesschedules, forms, reports, definitive proxy statements, schedules, certifications statements and other documents and related exhibits and all other information incorporated therein required to be filed or furnished by it since December 30, 2001, including all certifications and statements required by (x) Rule 13a-14 or 15d-14 under the Exchange Act, or (y) 18 U.S.C. Section 1350 (Section 906 of the Xxxxxxxx-Xxxxx Act) (collectively, the “Certifications”), as such documents since the time of filing may have been amended or supplemented with the SEC (the “Company SEC Documents”). Since December 30, 2001, there have been no comment letters received by the Company from the Staff of the SEC or responses to such comment letters by or on behalf of the Company, that have not been provided to Parent. As of their respective dates, the Company SEC Documents complied as to form in all material respects with the requirements of the Securities Act Act, or the Exchange Act, as the case may be, together and the rules and regulations of the SEC promulgated thereunder applicable to such Company SEC Documents. The Company SEC Documents (i) were and, in the case of Company SEC Documents filed after the date hereof, will be prepared in all material respects in accordance with all certifications required pursuant the applicable requirements of the Securities Act and the Exchange Act, as the case may be, and (ii) did not at the time they were filed (or if amended or superseded by a filing prior to the Xxxxxxxx-Xxxxx Act date of 2002this Agreement, as amended (then on the “Xxxxxxxx-Xxxxx Act”) (date of such documents filing), and any other in the case of such forms, reports and documents filed or furnished by the Company with the SEC with any exhibits and schedules thereto and other information incorporated by reference or otherwise hyperlinked thereinafter the date of this Agreement, as have been supplemented, modified or amended since the time of filing, collectively, the “Company SEC Documents”). As of their respective filing dates and, if supplemented, modified or amended since the time of filing, will not as of the date of the most recent supplementtime they are filed, modification or amendment, the Company SEC Documents (a) did not contain any untrue statement of a material fact or omit to state a material fact required to be stated in such Company SEC Documents or necessary in order to make the statements in such Company SEC Documents, in light of the circumstances under which they were and will be made, not misleading; provided, however, that all of the Company’s Certifications are each true and correct based upon the knowledge of the officer(s) making such Certifications, as made. As used in this Section 3.5, the term “file” shall be broadly construed to include any manner in which a document or information is furnished, supplied or otherwise made available in writing to the SEC. (b) The financial statements of the Company for the fiscal year ended January 3, 2004 filed with the SEC (the “Company Financial Statements”) and all other financial statements of the Company included in the Company SEC Documents, including in each case the notes thereto (collectively with the Company Financial Statements, the “Company SEC Financial Statements”) complied as to form, as of their respective dates of filing with the SEC, in all material respects with applicable accounting requirements and the published rules and regulations of the SEC with respect thereto, were prepared in accordance with U.S. generally accepted accounting principles (“GAAP”) applied on a consistent basis during the periods involved (except as may be indicated therein or in the notes thereto) and fairly presented the financial position of the Company as of the dates thereof and the results of operations and cash flows for the periods then ended (subject, in the case of unaudited statements, to normal recurring year-end audit adjustments and other adjustments described therein). The Company Financial Statements were subject to a “going concern” qualification and were prepared based on the assumption that the Company would continue as a going concern. All non-audit services performed by the Company’s auditors for the Company since the beginning of the immediately preceding fiscal year of the Company were approved as required by Section 202 of the Sarbanes Oxley Act. In the reasonable opinion of the Company’s audit committee, the fees paid to and the services performed by the Company’s auditors relating to such non-audit services do not impair such auditor’s independence. The Company has no off-balance sheet arrangements. (c) Except as set forth in the Company SEC Financial Statements and except as arising hereunder, the Company has no material liabilities or obligations of any nature (whether absolute, accrued, asserted or unasserted, contingent or otherwise), except for such liabilities and obligations that have been incurred since October 2, 2004 in the Ordinary Course of Business. Since December 30, 2001, there have been no material changes in the Company’s accounting methods, principles or practices that would be required to be disclosed in the Company SEC Financial Statements that have not been so disclosed. (d) The Company is not a party to, nor does it have any commitment to become a party to, any joint venture, partnership agreement or any similar Contract (including any Contract relating to any transaction, arrangement or relationship between or among the Company, on the one hand, and any unconsolidated Affiliate, including any structured finance, special purpose or limited purpose entity or person, on the other hand) where the purpose or intended effect of such arrangement is to avoid disclosure of any material transaction involving the Company in the Company Financial Statements. (e) Since the date of the Company’s last proxy statement filed with the SEC, no event has occurred as of the date hereof that would be required to be reported by the Company pursuant to Item 404 of Regulation S-K promulgated by the SEC. (f) At the time the Proxy Statement is filed with the SEC, at any time it is amended or supplemented and at the time it is first mailed to shareholders of the Company, the Proxy Statement, as amended or supplemented, will not contain any untrue statement of a material fact or omit to state any 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 misleading, except that no representation or warranty is made by the Company in this Section 3.5(f) with respect to statements (or omissions) made (or left out) or incorporated by reference therein about Parent, or based on information supplied by Parent (or failed to be supplied) for inclusion or incorporation by reference in such documents. (g) Each document required to be filed by the Company with the SEC or required to be distributed or otherwise disseminated by the Company to the Company’s shareholders in connection with the Merger and (b) complied any amendments or supplements thereto, when filed, distributed or disseminated, as applicable, will comply as to form in all material respects with all the applicable requirements of Nasdaq, the Exchange Act, the Securities Act and the Xxxxxxxx-Xxxxx Act, as the case may be, and the applicable rules and regulations promulgated thereunder, in each case as in effect on the date each such document was filed with or furnished to the SEC. None of the Company Subsidiaries is currently required to file periodic reports with the SEC or under any applicable foreign securities Law or to any foreign securities exchange or quotation service. As of the date of this Agreement, there are no outstanding or unresolved comments received from the SEC with respect to any Company SEC Documents. The Company has complied with and is in compliance in all material respects with the applicable provisions of the Exchange Act, the Securities Act, the SEC and with the Xxxxxxxx-Xxxxx Act and the applicable listing and corporate governance rules, regulations and requirements of Nasdaq. The audited consolidated financial statements and unaudited consolidated interim financial statements (including, in each case, any notes thereto) of the Company and the consolidated Company Subsidiaries included in or incorporated by reference into the Company SEC Documents (collectively, the “Company Financial Statements”) (i) were, except as may be indicated in the notes thereto, prepared in accordance with GAAP (as in effect in the United States on the date of such Company Financial Statement) applied on a consistent basis during the periods involved except, in the case of unaudited statements, for normal year-end adjustments and the absence of notes that will not be material in amount or effect as permitted by SEC rules and regulations, (ii) present fairly, in all material respects, the consolidated financial position of the Company and the consolidated Company Subsidiaries and the results of their operations and their cash flows as of the dates and for the periods referred to therein (except as may be indicated in the notes thereto or, in the case of interim financial statements, for normal year-end adjustments that were not or will not be material in amount or effect) and (iii) have been prepared from and are in accordance with the books, records and accounts of the Company and the Company Subsidiaries. There are no unconsolidated Subsidiaries of the Company. No securitization transactions or other off-balance sheet arrangements exist or have been effected by the Company or the Company Subsidiaries since January 1, 2021.

Company SEC Documents; Financial Statements. Since January 1, 2021, the (a) The Company has timely filed with or otherwise furnished to (as applicable) the SEC, and made available to Parenton a timely basis, all registration forms, statements, prospectusescertifications, forms, reports, definitive proxy statements, schedules, certifications reports and documents and related exhibits and all other information incorporated therein required to be filed or furnished by it under with the SEC pursuant to the Securities Exchange Act of 1934 (the “Exchange Act”) or the Securities Act or the Exchange Act, as the case may be, together with all certifications required pursuant to the Xxxxxxxx-Xxxxx Act of 2002, as amended 1933 (the “Xxxxxxxx-Xxxxx Securities Act”) since May 26, 2011 (such documents collectively, and any other documents filed or furnished by the Company with the SEC with any in each case including all exhibits and schedules thereto and other information documents incorporated by reference or otherwise hyperlinked therein, as such statements and reports may have been supplemented, modified or amended since the time of filing, collectivelysuch date, the “Company SEC Documents”). As of their respective effective dates (in the case of Company SEC Documents that are registration statements filed pursuant to the requirements of the Securities Act) and as of their respective SEC filing dates and(in the case of all other Company SEC Documents), and giving effect to any amendments or supplements thereto filed prior to the date of this Agreement, (x) the Company SEC Documents filed prior to the date of this Agreement complied, and the Company SEC Documents to be filed after the date of this Agreement and prior to the Closing will comply, in all material respects with the requirements of the Exchange Act, the Securities Act and the Xxxxxxxx-Xxxxx Act of 2002 (the “Xxxxxxxx-Xxxxx Act”), as the case may be, and the rules and regulations of the SEC thereunder, applicable to such Company SEC Documents, and (y) none of the Company SEC Documents as of such respective dates (or, if supplementedamended prior to the date of this Agreement, modified or amended since the time of filing, as of the date of the most recent supplement, modification or filing of such amendment, with respect to the disclosures that are amended) contained (or with respect to the Company SEC Documents (a) did not contain filed by or furnished to the SEC after the date hereof and prior to the Closing will contain), any untrue statement of a material fact or omit omitted (or with respect to the Company SEC Documents filed or furnished to the SEC after the date hereof and prior to the Closing will 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 and misleading. (b) complied as to form in all material respects with all applicable requirements of Nasdaq, the Exchange Act, the Securities Act and the Xxxxxxxx-Xxxxx Act, as the case may be, and the applicable rules and regulations promulgated thereunder, in each case as in effect on the date each such document was filed with or furnished to the SEC. None Each of the Company Subsidiaries is currently required to file periodic reports with the SEC or under any applicable foreign securities Law or to any foreign securities exchange or quotation service. As of the date of this Agreement, there are no outstanding or unresolved comments received from the SEC with respect to any Company SEC Documents. The Company has complied with and is in compliance in all material respects with the applicable provisions of the Exchange Act, the Securities Act, the SEC and with the Xxxxxxxx-Xxxxx Act and the applicable listing and corporate governance rules, regulations and requirements of Nasdaq. The audited consolidated financial statements and unaudited consolidated interim financial statements (including, in each case, any notes thereto) of the Company and the consolidated Company Subsidiaries balance sheets included in or incorporated by reference into the Company SEC Documents (collectivelyincluding the related notes and schedules) fairly presents in all material respects or, in the case of Company SEC Documents filed after the date hereof and prior to the Closing, will fairly present in all material respects, the “financial position of the Company Financial Statements”and its Subsidiaries as of its date and each of the statements of income, changes in shareholders’ equity and cash flows included in or incorporated by reference into the Company SEC Documents (including any related notes and schedules) (i) werefairly presents in all material respects or, except as may be indicated in the case of Company SEC Documents filed after the date hereof and prior to the Closing, will fairly present in all material respects, the results of operations, retained earnings (loss) and changes in financial position, as the case may be, of the Company and its Subsidiaries for the periods set forth therein (subject, in the case of unaudited statements, to notes theretoand normal year-end audit adjustments); and in each case have been, or will be, prepared in accordance with GAAP (as in effect in the United States on the date of such Company Financial Statement) applied on a consistent basis during the periods involved except, in the case of unaudited statements, as permitted by Form 6-K or Form 10-Q of the SEC) consistently applied during the periods involved, except as may be noted therein. (c) The Company has delivered to Buyer complete copies of unaudited interim consolidated financial statements of the Company and its Subsidiaries at and for normal year-end adjustments the period ended June 30, 2013, including a balance sheet and statements of income or operations, cash flows and retained earnings or shareholders’ equity (the “Interim Financial Statements”). The Interim Financial Statements have been prepared in accordance with GAAP consistently applied (other than the absence of notes that will not be material in amount or effect as permitted by SEC rules footnotes) and regulations, (ii) fairly present fairly, in all material respectsrespects the results of operations, the consolidated retained earnings (loss) and financial position of the Company and the consolidated Company its Subsidiaries and the results of their operations and their cash flows as of the dates at and for the periods referred such period (subject to therein (except as may be indicated in the notes thereto or, in the case of interim financial statements, for normal year-end adjustments that were not or adjustments, which will not be material to the Company and its Subsidiaries taken as a whole). (d) Neither the Company nor any of its Subsidiaries has any material liabilities or obligations, except for liabilities or obligations (A) reflected or reserved against on the financial statements of the Company and its Subsidiaries (including the notes thereto) included in amount the Company SEC Documents filed with or effectfurnished to the SEC prior to the date hereof or the Interim Financial Statements, (B) incurred after March 31, 2013 (the “Balance Sheet Date”) in the ordinary course of business, (C) as contemplated by this Agreement or otherwise in connection with the transactions contemplated hereby or (D) that would not, individually or in the aggregate, be material to the business of the Company and its Subsidiaries as currently conducted, taken as a whole, or the condition of the Company and its Subsidiaries, taken as a whole. (e) The Company maintains a system of “internal controls over financial reporting” (as defined in Rules 13a-15(f) and 15d-15(f) of the Exchange Act) sufficient to provide reasonable assurances (i) that transactions are recorded as necessary to permit preparation of financial statements in conformity with GAAP, consistently applied, (ii) that transactions are executed only in accordance with the authorization of management and (iii) have been prepared from regarding prevention or timely detection of the unauthorized acquisition, use or disposition of the Company’s properties or assets. (f) The Company’s “disclosure controls and procedures” (as defined in Rules 13a-15(e) and 15d-15(e) of the Exchange Act) are reasonably designed to ensure that information required to be disclosed by the Company in accordance with the booksCompany’s periodic reports filed or submitted under the Exchange Act is recorded, records processed, summarized and accounts reported within the required time periods and that all such information is accumulated and communicated to the Company’s management as appropriate to allow timely decisions regarding required disclosure and to make the certifications required pursuant to Section 302 and 906 of Xxxxxxxx-Xxxxx Act. The Company has disclosed, based on its most recent evaluation of such disclosure controls and procedures prior to the date of this Agreement, to the Company’s auditors and the audit committee of the Board of Directors of the Company (i) any significant deficiencies and material weaknesses in the Company Subsidiaries. There are no unconsolidated Subsidiaries design or operation of internal controls over financial reporting (as defined in Rule 13a-15(f) of the Exchange Act) that are reasonably likely to adversely affect in any material respect the Company. No securitization transactions ’s ability to record, process, summarize and report financial data and (ii) any fraud, whether or not material, that involves management or other off-balance sheet arrangements exist or employees who have been effected by a significant role in the Company or the Company Subsidiaries since January 1, 2021Company’s internal controls over financial reporting.

Company SEC Documents; Financial Statements. Since January 1, 2021(a) During the one year preceding the date of this Agreement, the Company has timely filed with or otherwise furnished to (as applicable) the SECall required reports, and made available to Parent, all registration statements, prospectusesschedules, forms, reports, definitive proxy statements, schedules, certifications statements and other documents and related (including exhibits and all other information incorporated therein required to be filed or furnished by it under the Securities Act or the Exchange Acttherein), as the case may be, together with all certifications required pursuant to the Xxxxxxxx-Xxxxx Act of 2002, as amended (the “Xxxxxxxx-Xxxxx Act”) (such documents and any other documents filed or furnished by required amendments to any of the Company foregoing, with the SEC with any exhibits and schedules thereto and other information incorporated by reference or otherwise hyperlinked therein, as have been supplemented, modified or amended since the time of filing, collectively, the “Company SEC Documents”)SEC. As of their respective filing dates and(or date of amendment, if supplementedamended), modified or amended since the time each of filing, as of the date of the most recent supplement, modification or amendment, the Company SEC Documents (ai) did not contain any complied as to form in all material respects with the requirements of the Securities Exchange Act of 1934, as amended (the “Exchange Act”) (as the case may be), and the rules and regulations of the SEC promulgated thereunder applicable to such Company SEC Documents, and (ii) contained no 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 light of the circumstances under which they were made, not misleading and misleading. (b) When filed, the financial statements of the Company included in its most recently filed Annual Report on Form 10-K and, if the Annual Report on Form 10-K is not the Company’s most recently filed periodic report, in its most recently filed quarterly report on Form 10-Q, complied as to form in all material respects with all applicable requirements of Nasdaq, the Exchange Act, the Securities Act and the Xxxxxxxx-Xxxxx Act, as the case may be, and the applicable published rules and regulations promulgated thereunder, in each case as in effect on the date each such document was filed with or furnished to the SEC. None of the Company Subsidiaries is currently required to file periodic reports with the SEC or under any applicable foreign securities Law or to any foreign securities exchange or quotation service. As of the date of this Agreement, there are no outstanding or unresolved comments received from the SEC with respect to any Company SEC Documents. The Company has complied with and is in compliance in all material respects with the applicable provisions of the Exchange Act, the Securities Act, the SEC and with the Xxxxxxxx-Xxxxx Act and the applicable listing and corporate governance rules, regulations and requirements of Nasdaq. The audited consolidated financial statements and unaudited consolidated interim financial statements (including, in each case, any notes thereto) of the Company and the consolidated Company Subsidiaries included in or incorporated by reference into the Company SEC Documents (collectively, the “Company Financial Statements”) (i) were, except as may be indicated in the notes thereto, were prepared in accordance with GAAP (as in effect in the United States on the date of such Company Financial Statement) generally accepted accounting principles applied on a consistent basis during the periods involved except, in the case of unaudited statements, for normal year-end adjustments and the absence of notes that will not be material in amount or effect as permitted by SEC rules and regulations, (ii) present fairly, in all material respects, the consolidated financial position of the Company and the consolidated Company Subsidiaries and the results of their operations and their cash flows as of the dates and for the periods referred to therein (except as [***] Portions of this exhibit have been redacted pursuant to a confidential treatment request. An unredacted version of this exhibit has been filed separately with the Commission. may be indicated in the notes thereto or, in the case of interim unaudited financial statements, for as permitted by Form 10-Q, Form 8-K or any successor form under the Exchange Act, and except that the unaudited financial statements may not contain footnotes and are subject to normal and recurring year-end adjustments that were not will not, individually or will not in the aggregate, be material in amount or effectamount) and (iii) have been prepared from and are fairly present in accordance with all material respects the books, records and accounts financial position of the Company and the Company Subsidiaries. There are no unconsolidated Subsidiaries its consolidated subsidiaries as of the Company. No securitization transactions or other off-balance sheet arrangements exist or have been effected by dates thereof and the Company or results of its operations and cash flows for the Company Subsidiaries since periods then ended. (c) From January 1, 20212017 to the date hereof, (i) there have been no events, occurrences or developments that have had or would reasonably be expected to have, either individually or in the aggregate, a Material Adverse Effect and (ii) the Company has not incurred any liabilities other than (A) trade payables, accrued expenses and other liabilities incurred in the ordinary course of business consistent with past practice, (B) liabilities not required to be reflected in the Company’s financial statements pursuant to GAAP or disclosed in filings made with the Commission and (C) liabilities that would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect.

Company SEC Documents; Financial Statements. Since January 1(i) The Company and each of its Subsidiaries has filed all reports, 2021, the Company has timely filed with or otherwise furnished to (as applicable) the SEC, and made available to Parent, all registration statements, prospectusesschedules, forms, reports, definitive proxy statements, schedules, certifications statements and other documents and related exhibits and all other information incorporated therein with the SEC required to be filed or furnished by it under the Securities Act or the Exchange Act, as the case may be, together with all certifications required pursuant to the Xxxxxxxx-Xxxxx Act of 2002, as amended (the “Xxxxxxxx-Xxxxx Act”) (such documents and any other documents filed or furnished by the Company with the SEC with any exhibits and schedules thereto and other information incorporated by reference or otherwise hyperlinked thereinits Subsidiaries since January 1, as have been supplemented, modified or amended since the time of filing, collectively, 2013 (the “Company SEC Documents”). As of their respective filing dates and, if supplemented, modified or amended since the time of filing, or, in the case of Company SEC Documents that are registration statements filed pursuant to the requirements of the Securities Act, their respective effective dates, or if amended or superseded prior to the date of this Agreement, then as of the date of such later filing, (A) each Company SEC Document complied as to form in all material respects with the most recent supplementrequirements of the Securities Act of 1933, modification as amended (the “Securities Act”), or amendmentthe Exchange Act, as the case may be, and the rules and regulations of the SEC promulgated thereunder applicable thereto, and (B) none of the Company SEC Documents (a) did not contain contained any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary in order to make the statements made therein, in light of the circumstances under which they were made, not misleading and (b) complied misleading. Each Company SEC Document that is a registration statement, as amended, if applicable, filed pursuant to form in all material respects with all applicable requirements of Nasdaq, the Exchange Act, the Securities Act and the Xxxxxxxx-Xxxxx Act, as the case may be, and the applicable rules and regulations promulgated thereunder, in each case as in effect on the date each such document was filed with or furnished to the SEC. None of the Company Subsidiaries is currently required to file periodic reports with the SEC or under any applicable foreign securities Law or to any foreign securities exchange or quotation service. As of the date such registration statement or amendment became effective, did not contain any untrue statement of this Agreement, there a material fact or omit to state any material fact required to be stated therein or necessary to make the statements made therein not misleading. There are no outstanding comments from, or unresolved comments received from issues raised by, the staff of the SEC with respect to any the Company Filed SEC Documents. The No enforcement action has been initiated against the Company has complied with and is relating to disclosures contained in compliance in all material respects with the applicable provisions of the Exchange Act, the Securities Act, the or omitted from any Company Filed SEC and with the Xxxxxxxx-Xxxxx Act and the applicable listing and corporate governance rules, regulations and requirements of Nasdaq. Document. (ii) The audited consolidated financial statements and the unaudited consolidated interim quarterly financial statements (including, in each case, any the notes thereto) of the Company and the consolidated Company Subsidiaries of WPZ included in or incorporated by reference into the Company SEC Documents have been prepared in all material respects in accordance with United States generally accepted accounting principles (collectively, the “Company Financial StatementsGAAP”) (iexcept, in the case of unaudited quarterly financial statements, as permitted by Form 10-Q of the SEC or other applicable rules and regulations of the SEC) were, applied on a consistent basis during the periods and as of the dates involved (except as may be indicated in the notes thereto, prepared in accordance with GAAP (as in effect in the United States on the date of such Company Financial Statement) applied on a consistent basis during the periods involved except, in the case of unaudited statements, for normal year-end adjustments and the absence of notes that will not be material in amount or effect as permitted by SEC rules and regulations, (ii) fairly present fairly, in all material respects, respects the consolidated financial position of the Company and its consolidated Subsidiaries and of WPZ and its consolidated Subsidiaries as of the dates thereof and the consolidated Company Subsidiaries and the results of their operations and their cash flows as of the dates and for the periods referred to therein then ended (except as may be indicated in the notes thereto orsubject, in the case of interim unaudited quarterly financial statements, for to normal year-end adjustments that were not or will not be material in amount or effect) and to any other adjustments described therein). (iii) have been prepared from and are in accordance with the books, records and accounts Each of the Company and WPZ maintains disclosure controls and procedures required by Rule 13a-15(e) or Rule 15d-15(e) under the Exchange Act. Each of the Company Subsidiariesand WPZ maintains internal controls over financial reporting required by Rule 13a-15(f) or Rule 15d-15(f) under the Exchange Act. The Company’s and WPZ’s disclosure controls and procedures are reasonably designed to ensure that all material information required to be disclosed by each of the Company and WPZ in the reports that it files or furnishes under the Exchange Act is recorded, processed, summarized and reported within the time periods specified in the rules and forms of the SEC, and that all such material information is accumulated and communicated to the Company’s or WPZ’s management as appropriate to allow timely decisions regarding required disclosure and to make the certifications required pursuant to Sections 302 and 906 of the Xxxxxxxx-Xxxxx Act of 2002, as amended (the “Xxxxxxxx-Xxxxx Act”). Each of the Company’s and WPZ’s management has completed an assessment of the effectiveness of the Company’s and WPZ’s, respectively, internal controls over financial reporting in compliance with the requirements of Section 404 of the Xxxxxxxx-Xxxxx Act for the year ended December 31, 2014 and such assessment concluded that such controls were effective. Each of the Company and WPZ has disclosed, based on its most recent evaluation prior to the date of this Agreement, to the Company’s auditors and the Audit Committee of the Board of Directors of the Company, or to WPZ’s auditors and the Audit Committee of the Board of Directors of WPZ GP, as applicable, (A) any known significant deficiencies and material weaknesses in the design or operation of internal controls over financial reporting which are reasonably likely to adversely affect in any material respect the Company’s or WPZ’s ability, as applicable, to record, process, summarize and report financial information and (B) any known fraud, whether or not material, that involves management or other employees who have, in each case, a significant role in the Company’s, or WPZ’s, as applicable, internal controls over financial reporting, and each such significant deficiency, material weakness or fraud has been disclosed to Parent as of the date hereof. (iv) There are no unconsolidated liabilities or obligations of the Company or any of its Subsidiaries (whether known or unknown and whether accrued, absolute, contingent or otherwise), other than (A) liabilities or obligations reflected or reserved against in the consolidated balance sheet as of December 31, 2014 (or the notes thereto) (1) of the Company. No securitization transactions , included in the Company’s Current Report on Form 8-K filed with the SEC on May 7, 2015 or other off-balance sheet arrangements exist (2) of WPZ, included in WPZ’s Current Report on Form 8- K filed with the SEC on May 7, 2015, (B) current liabilities incurred in the ordinary course of business since December 31, 2014, (C) liabilities or obligations incurred under the terms of this Agreement or in connection with the Transactions and (D) liabilities or obligations (whether known or unknown and whether accrued, absolute, contingent or otherwise) that would not have been effected by or would not reasonably be expected to have, individually or in the aggregate, a Company or the Company Subsidiaries since January 1, 2021Material Adverse Effect.

Company SEC Documents; Financial Statements. (a) Since January 1, 20212022, the Company has timely filed or furnished with or otherwise furnished to (as applicable) the SEC, and made available to Parent, SEC all registration statements, prospectuses, material forms, reports, definitive proxy statements, schedules, certifications and documents and related exhibits and all other information incorporated therein reports required to be filed or furnished prior to the date hereof by it under with the Securities Act or SEC (the Exchange Act, as the case may be"Company SEC Documents"), together with all certifications required pursuant to the Xxxxxxxx-Xxxxx Act of 2002, as amended (the “Xxxxxxxx-Xxxxx Act”) (such documents and any other documents filed or furnished by the Company with the SEC with any exhibits and schedules thereto and other information incorporated by reference or otherwise hyperlinked therein, as have been supplemented, modified or amended since the time of filing, collectively, the “Company SEC Documents”)amended. As of their respective filing dates anddates, or, if supplemented, modified or amended since the time of filingamended, as of the date of the most recent supplement, modification or last such amendment, the Company SEC Documents (a) did not contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary in order to make the statements made therein, in light of the circumstances under which they were made, not misleading and (b) complied as to form in all material respects with all applicable the requirements of Nasdaq, the Exchange Act, the Securities Act and the Xxxxxxxx-Xxxxx Exchange Act, as the case may be, and the applicable rules and regulations promulgated thereunder, in each case and none of the Company SEC Documents at the time it was filed (or, if amended, as in effect on of the date each such document was filed with of the last amendment) contained any untrue statement of a material fact or furnished omitted to state any material fact required to be stated therein or necessary to make the SECstatements therein, in light of the circumstances under which they were made, or are to be made, not misleading. None of the Subsidiaries of the Company Subsidiaries is currently required to file periodic reports make any filings with the SEC or under any applicable foreign securities Law is subject to the reporting requirements of Section 13(a) or to any foreign securities exchange or quotation service. As of the date of this Agreement, there are no outstanding or unresolved comments received from the SEC with respect to any Company SEC Documents. The Company has complied with and is in compliance in all material respects with the applicable provisions 15(d) of the Exchange Act, the Securities Act, the SEC and with the Xxxxxxxx-Xxxxx Act and the applicable listing and corporate governance rules, regulations and requirements of Nasdaq. . (b) The audited consolidated financial statements (including any related notes and unaudited consolidated interim financial statements (including, in each case, any notes theretoschedules) of the Company and the consolidated Company its Subsidiaries included in or incorporated by reference into filed with the Company SEC Documents Documents(i) were prepared in accordance with GAAP (collectively, the “Company Financial Statements”) (i) were, except as may be indicated in the notes thereto, prepared in accordance with GAAP (thereto or as in effect in the United States on the date of such Company Financial Statement) applied on a consistent basis during the periods involved except, in the case of unaudited statements, for normal year-end adjustments and the absence of notes that will not be material in amount or effect as otherwise permitted by SEC Form 10-Q or other rules and regulations, regulations of the SEC); and (ii) present fairlyfairly present, in all material respects, the consolidated financial position of the Company and the consolidated Company its Subsidiaries and the results of their operations and their cash flows as of the dates thereof and the consolidated results of operations and cash flows for the periods referred then ended (except, with respect to therein (except as may be indicated in the notes thereto or, in the case of interim unaudited quarterly financial statements, for subject to normal year-end audit adjustments, which adjustments that were not or will would not be material material, individually or in amount or effect) and (iii) the aggregate). Except as have been prepared from and are described in accordance with the books, records and accounts of the Company and the Company Subsidiaries. There SEC Documents, there are no unconsolidated Subsidiaries of the Company. No securitization transactions Company or other any off-balance sheet arrangements exist or have been effected of the type required to be disclosed pursuant to Item 303(a)(4) of Regulation S-K promulgated by the Company or the Company Subsidiaries since January 1, 2021SEC.

Company SEC Documents; Financial Statements. Since January 1, 20212013, the Company has timely filed with or otherwise furnished to (as applicable) the SEC, and made available to Parent, SEC all registration statements, prospectuses, forms, reports, definitive proxy statements, schedules, certifications schedules and documents and related exhibits and all other information incorporated therein required to be filed or furnished by it under the Securities Act or the Exchange Act, as the case may be, together with all certifications required pursuant to the Xxxxxxxx-Xxxxx Act of 2002, as amended (the “Xxxxxxxx-Xxxxx Act”) (such documents and any other documents filed or furnished by the Company or any of the Company Subsidiaries with the SEC with any exhibits and schedules thereto and other information incorporated by reference or otherwise hyperlinked thereinsince January 1, 2013, as have been supplemented, modified or amended since the time of filing, collectively, the “Company SEC Documents”). As of their respective filing dates andor, in the case of the immediately following clause (ii), if supplemented, modified or amended since the time of filing, as of the date of the most recent supplement, modification or amendment, the Company SEC Documents (ai) did not contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary in order to make the statements made therein, in light of the circumstances under which they were made, not misleading and (bii) complied as to form in all material respects with all applicable requirements of Nasdaq, the Exchange Act, the Securities Act and the Act, Xxxxxxxx-Xxxxx Act, as the case may be, Act and the applicable rules and regulations promulgated thereunderthereunder and the listing and corporate governance rules and regulations of the NYSE, as the case may be, in each case as in effect on the date each such document was filed with or furnished to the SEC. None of Since January 1, 2013, the Company Subsidiaries is currently required to file periodic reports with the SEC or under any applicable foreign securities Law or to any foreign securities exchange or quotation service. As of the date of this Agreement, there are no outstanding or unresolved comments received from the SEC with respect to any Company SEC Documents. The Company has complied with been and is in compliance in all material respects with the applicable provisions of the Exchange Act, the Securities Act, the SEC and with the Xxxxxxxx-Xxxxx Act and the applicable listing and corporate governance rulesrules and regulations of NYSE. As of the date hereof, regulations and requirements there are no material outstanding or unresolved comments in comment letters from the SEC staff with respect to any of Nasdaqthe Company SEC Documents. To the knowledge of the Company, as of the date hereof, none of the Company SEC Documents is the subject of outstanding SEC comments or an outstanding SEC investigation. The audited consolidated financial statements and unaudited consolidated interim financial statements of the Company and the consolidated Company Subsidiaries (including, in each case, any notes thereto) of the Company and the consolidated Company Subsidiaries included in or incorporated by reference into the Company’s filings included in the Company SEC Documents (collectively, the “Company Financial Statements”) (ix) were, except as may be indicated in the notes thereto, prepared in accordance with GAAP (as in effect in the United States on the date of such Company Financial Statement) applied on a consistent basis during the periods involved except, in the case of unaudited statements, for normal year-end adjustments and the absence of notes that will not be material in amount or effect as permitted by SEC rules and regulations, regulations and (iiy) present fairly, in all material respects, the consolidated financial position of the Company and the consolidated Company Subsidiaries and the results of their operations and their cash flows as of the dates and for the periods referred to therein (except as may be indicated in the notes thereto or, in the case of interim financial statements, for normal year-end adjustments that were not or will not be material in amount or effect) and (iii) have been prepared from and are in accordance with the books, records and accounts of the Company and the Company Subsidiaries. There are no unconsolidated Subsidiaries of the Company. No securitization transactions or other off-balance sheet arrangements exist or have been effected by the Company or the Company Subsidiaries since January 1, 2021).

Company SEC Documents; Financial Statements. (a) Since January 1, 20212011, the Company has timely filed with or otherwise furnished on a timely basis to (as applicable) the SEC, and made available to Parent, SEC all registration statements, prospectuses, forms, reports, definitive proxy statements, schedules, certifications schedules and documents and related exhibits and all other information incorporated therein required to be filed or furnished by it under the Securities Act or the Exchange Act, as the case may be, together with all certifications required pursuant to the Xxxxxxxx-Xxxxx Act of 2002, as amended (the “Xxxxxxxx-Xxxxx Act”) (such documents and any other documents filed or furnished by the Company with the SEC with any exhibits and schedules thereto and other information incorporated by reference or otherwise hyperlinked thereinSEC, as have been supplemented, modified or amended since the time of filing, collectively, the “Company SEC Documents”). As of their respective filing dates and(or as of their respective effective dates in the case of Company SEC Documents that are registration statements) or, if supplemented, modified or amended since the time of filingfiling (or time of effectiveness in the case of Company SEC Documents that are registration statements), as of the date of the most recent supplement, modification or amendment, the Company SEC Documents (ai) did not contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary in order to make the statements made therein, in light of the circumstances under which they were made, not misleading and (bii) complied as to form in all material respects with all applicable requirements of Nasdaq, the Exchange Act, Act or the Securities Act and the Xxxxxxxx-Xxxxx Act, as the case may be, and the applicable rules and regulations promulgated thereunder, in each case as in effect on the date each such document was filed with or furnished to the SECSEC (or the date each such document became effective in the case of Company SEC Documents that are registration statements). None of the Company Subsidiaries is currently required to file periodic reports with the SEC or under any applicable foreign securities Law or to any foreign securities exchange or quotation serviceSEC. As of the date of this Agreement, there are no material outstanding or unresolved comments received from the SEC with respect to any of the Company SEC Documents. The Since January 1, 2011, the Company has complied with been and is in compliance in all material respects with the applicable provisions of the Exchange Act, the Securities Act, the SEC and with the Xxxxxxxx-Xxxxx Act and the applicable listing and corporate governance rules, rules and regulations and requirements of Nasdaq. the NYSE. (b) The audited consolidated financial statements and unaudited consolidated interim financial statements of the Company (including, in each case, any notes thereto) of the Company and the consolidated Company Subsidiaries included in or incorporated by reference into the Company SEC Documents (collectively, the “Company Financial Statements”) (ix) were, except as may be indicated in the notes thereto, prepared in accordance with GAAP (as in effect in the United States on the date of such Company Financial Statement) applied on a consistent basis during the periods involved except, in the case of unaudited statements, for normal year-end adjustments and the absence of notes that will not be material in amount or effect as permitted by SEC rules and regulations, regulations and (iiy) present fairly, in all material respects, the consolidated financial position of the Company and the consolidated Company Subsidiaries and the results of their operations and their operations, cash flows and stockholders’ equity as of the dates and for the periods referred to therein (except as may be indicated in the notes thereto or, in the case of interim financial statements, for normal year-end adjustments that were not or will not be material in amount or effect) and (iii) have been prepared from and are in accordance with the books, records and accounts of the Company and the Company Subsidiaries). There are no unconsolidated Subsidiaries of the Company. No securitization transactions . (c) Neither the Company nor any Company Subsidiary is a party to, or other off-has any commitment to become a party to, any “off balance sheet arrangements exist or have been effected by arrangements” (as defined in Item 303(a) of Regulation S-K under the Company or the Company Subsidiaries since January 1, 2021Exchange Act).

Company SEC Documents; Financial Statements. (a) Since January July 1, 20212010, the Company has timely filed with or otherwise furnished to (as applicable) the SEC, and made available to Parent, SEC all registration statements, prospectuses, forms, reports, definitive proxy statements, schedules, certifications and documents and related exhibits and all other information incorporated therein reports required to be filed under the Exchange Act or furnished by it under the Securities Act or the Exchange Act, as the case may be, together with all certifications required pursuant to the Xxxxxxxx-Xxxxx Act of 2002, as amended (the “Xxxxxxxx-Xxxxx Act”) (such documents and any other documents be filed or furnished by the Company with the SEC (the forms, documents, and reports filed with the SEC, including any exhibits and schedules amendments thereto and other information incorporated by reference or otherwise hyperlinked therein, as have been supplemented, modified or amended since the time date of their filing, collectively, the “Company SEC Documents”). As of their respective filing dates anddates, or, if supplemented, modified amended or amended since restated after the time date of filing, as of the date of the most recent supplement, modification last such amendment or amendmentapplicable subsequent filing, the Company SEC Documents (a) did not contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary in order to make the statements made therein, in light of the circumstances under which they were made, not misleading and (bi) complied as to form in all material respects with all applicable the requirements of Nasdaq, the Exchange Act, the Securities Act and or the Xxxxxxxx-Xxxxx Exchange Act, as the case may be, and the applicable rules and regulations promulgated thereunder, and (ii) did not contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein, in each case light of the circumstances under which they were made, or are to be made, not misleading, provided, however, that no representation is made as in effect on the date each such document was filed with or furnished to the SECaccuracy of any financial projections or forward-looking statements. None The Company has made available to Parent copies of all comment letters received by the Company from the SEC since July 1, 2010 and relating to the Company SEC Documents, together with all written responses of the Company Subsidiaries is currently required to file periodic reports with the SEC or under any applicable foreign securities Law or to any foreign securities exchange or quotation servicethereto. As of the date of this Agreement, to the Knowledge of the Company, there are no outstanding or unresolved comments in such comment letters received by the Company from the SEC with respect to any Company SEC DocumentsSEC. The Company has complied with and is in compliance in all material respects with the applicable provisions As of the Exchange Actdate of this Agreement, to the Securities Act, the SEC and with the Xxxxxxxx-Xxxxx Act and the applicable listing and corporate governance rules, regulations and requirements of Nasdaq. The audited consolidated financial statements and unaudited consolidated interim financial statements (including, in each case, any notes thereto) Knowledge of the Company and the consolidated Company Subsidiaries included in or incorporated by reference into Company, none of the Company SEC Documents (collectively, is the “Company Financial Statements”) (i) were, except as may be indicated in the notes thereto, prepared in accordance with GAAP (as in effect in the United States on the date subject of such Company Financial Statement) applied on a consistent basis during the periods involved except, in the case of unaudited statements, for normal year-end adjustments and the absence of notes that will not be material in amount or effect as permitted any ongoing review by SEC rules and regulations, (ii) present fairly, in all material respects, the consolidated financial position of the Company and the consolidated Company Subsidiaries and the results of their operations and their cash flows as of the dates and for the periods referred to therein (except as may be indicated in the notes thereto or, in the case of interim financial statements, for normal year-end adjustments that were not or will not be material in amount or effect) and (iii) have been prepared from and are in accordance with the books, records and accounts of the Company and the Company Subsidiaries. There are no unconsolidated Subsidiaries of the Company. No securitization transactions or other off-balance sheet arrangements exist or have been effected by the Company or the Company Subsidiaries since January 1, 2021.the

Company SEC Documents; Financial Statements. (a) Since January 1March 10, 20212011, the Company has timely filed with or otherwise furnished to (as applicable) the SEC, and made available to Parent, SEC all registration statements, prospectuses, forms, reports, definitive proxy statements, schedules, certifications and documents and related exhibits and all other information incorporated therein reports required under the Exchange Act or the Securities Act to be filed or furnished by it under the Securities Act or the Exchange Act, as the case may be, together with all certifications required pursuant prior to the Xxxxxxxx-Xxxxx Act date of 2002, as amended (the “Xxxxxxxx-Xxxxx Act”) (such documents and any other documents filed or furnished this Agreement by the Company with the SEC (the forms, documents, and reports filed with the SEC, including any exhibits and schedules amendments thereto and other information incorporated by reference or otherwise hyperlinked therein, as have been supplemented, modified or amended since the time date of their filing, collectively, the “Company SEC Documents”). As of their respective filing dates anddates, or, if supplementedamended, modified superseded or amended since restated after the time date of filing, as of the date of the most recent supplement, modification last such amendment or amendmentapplicable subsequent filing, the Company SEC Documents (a) did not contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary in order to make the statements made therein, in light of the circumstances under which they were made, not misleading and (bi) complied as to form in all material respects with all applicable the requirements of Nasdaq, the Exchange Act, the Securities Act and or the Xxxxxxxx-Xxxxx Exchange Act, as the case may be, and the applicable rules and regulations promulgated thereunder, and (ii) did not contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein, in each case as in effect on light of the date each such document was filed with circumstances under which they were made not misleading. The Company has made available to Parent (via XXXXX or furnished otherwise) copies of all comment letters and other material correspondence received by the Company from the SEC since March 10, 2011 and relating to the SEC. None Company SEC Documents, together with all written responses of the Company thereto. No executive officer of the Company or any of its Subsidiaries is currently has failed in any respect to make the certifications required to file periodic reports of him or her under Section 302 or 906 of the Xxxxxxxx-Xxxxx Act of 2002 with the SEC or under any applicable foreign securities Law or respect to any foreign securities exchange or quotation serviceCompany SEC Documents. As of the date of this Agreement, to the Knowledge of the Company, there are no outstanding or unresolved comments in such comment letters received by the Company from the SEC with respect SEC. As of the date of this Agreement, to any the Knowledge of the Company, none of the Company SEC DocumentsDocuments is the subject of any ongoing review by the SEC. None of the Company’s Subsidiaries is, or since March 10, 2011 has been, required to file periodic reports with the SEC pursuant to the Exchange Act. (b) The consolidated financial statements (including all related notes and schedules) of the Company has complied with and is included in compliance the Company SEC Documents fairly present in all material respects with the applicable provisions of the Exchange Act, the Securities Act, the SEC and with the Xxxxxxxx-Xxxxx Act and the applicable listing and corporate governance rules, regulations and requirements of Nasdaq. The audited consolidated financial statements and unaudited consolidated interim financial statements (including, in each case, any notes thereto) position of the Company and its consolidated Subsidiaries as of the respective dates thereof and their consolidated Company Subsidiaries included in or incorporated by reference into results of operations and consolidated cash flows for the Company SEC Documents respective periods then ended (collectivelysubject, the “Company Financial Statements”) (i) were, except as may be indicated in the notes theretocase of unaudited statements, prepared to normal year-end audit adjustments which are not material in accordance amounts or significance and the absence of notes) in conformity with GAAP (as in effect except in the United States on case of the date unaudited statements, as permitted by Form 10-Q or other rules and regulations of such Company Financial Statementthe SEC) applied on a consistent basis during the periods involved except, in the case of unaudited statements, for normal year-end adjustments and the absence of notes that will not be material in amount or effect as permitted by SEC rules and regulations, (ii) present fairly, in all material respects, the consolidated financial position of the Company and the consolidated Company Subsidiaries and the results of their operations and their cash flows as of the dates and for the periods referred to therein (except as may be indicated therein or in the notes thereto orthereto). (c) Since March 10, 2011, (i) none of the Company, PELSA or any of their respective Subsidiaries nor any director or officer nor, to the Knowledge of the Company, any auditor or accountant of the Company, PELSA or any of their respective Subsidiaries has received or otherwise had or obtained knowledge of any material complaint, allegation, assertion or claim, whether written or oral, regarding the accounting or auditing practices, procedures, methodologies or methods of the Company, PELSA or any of their respective Subsidiaries or their respective internal accounting controls, including any material complaint, allegation, assertion or claim that the Company, PELSA or any of their respective Subsidiaries has engaged in questionable accounting or auditing practices, and (ii) no attorney representing the case Company, PELSA or any of interim their respective Subsidiaries has reported evidence of a material violation of securities Laws, breach of fiduciary duty or similar violation by the Company, PELSA or any of their respective Subsidiaries or any of their respective officers, directors, employees or agents to the Company Board or any committee thereof. (d) The PELSA Financial Statements fairly present in all material respects the financial statementscondition and results of operations of PELSA and its Subsidiaries as of the date thereof and for the period indicated therein, all in accordance with GAAP. (e) No change has been made to the accounting policies or to any other accounting treatment of the Company, PELSA or any of their respective Subsidiaries, for normal year-end adjustments that were not at least three (3) years prior to the date hereof other than as required by GAAP, the Exchange Act or will not be material in amount or effectLaw. (f) The accounting and (iii) other records of the Company, PELSA and each of their respective Subsidiaries have been prepared from and are maintained in all material respects in a manner adequate for preparing audited financial statements in accordance with the books, records and accounts of the Company and the Company Subsidiaries. There are no unconsolidated Subsidiaries of the Company. No securitization transactions or other off-balance sheet arrangements exist or have been effected by the Company or the Company Subsidiaries since January 1, 2021GAAP.

Company SEC Documents; Financial Statements. Since January 1(a) Except as set forth on Section 2.8 of the Company Disclosure Schedules, 2021since October 31, 2015, the Company has timely filed with or otherwise furnished to the SEC all Company SEC Documents. As of their respective effective dates (as applicable) the SEC, and made available to Parent, all registration statements, prospectuses, forms, reports, definitive proxy statements, schedules, certifications and documents and related exhibits and all other information incorporated therein required to be filed or furnished by it under the Securities Act or the Exchange Act, as in the case may be, together with all certifications required of Company SEC Documents that are registration statements filed pursuant to the Xxxxxxxxrequirements of the Securities Act) and as of their respective SEC filing dates (in the case of all other Company SEC Documents), the Company SEC Documents complied in all material respects with the applicable requirements of the applicable Securities Laws and the Sxxxxxxx-Xxxxx Act of 2002, as amended 2002 (the “XxxxxxxxSxxxxxxx-Xxxxx Act”) (and the rules and regulations of the SEC thereunder, applicable to such documents Company SEC Documents and any other documents filed or furnished by none of the Company with the SEC with any exhibits and schedules thereto and other information incorporated by reference or otherwise hyperlinked therein, Documents as have been supplemented, modified or amended since the time of filing, collectively, the “Company SEC Documents”). As of their such respective filing dates and(or, if supplementedamended prior to the date of this Agreement, modified or amended since the time of filing, as of the date of the most recent supplement, modification or filing of such amendment, with respect to the Company SEC Documents (adisclosures that are amended) did 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 in order to make the statements made therein, in light of the circumstances under which they were made, not misleading misleading. As of the date of this Agreement, (i) there are no outstanding or unresolved comments in comment letters received from the SEC staff with respect to the Company SEC Documents and (ii) to the Knowledge of the Company, none of the Company SEC Documents is the subject of ongoing SEC review, outstanding SEC comment or outstanding SEC investigation. No Company Subsidiary is required to file periodic reports with the SEC pursuant to the Exchange Act. (b) As of their respective dates of filing with the SEC, the consolidated financial statements of the Company and the Company Subsidiaries as and for the fiscal years ended June 30, 2016 and June 30, 2015 (including the notes thereto) and the unaudited consolidated financial statements as at and for the three months ended September 30, 2016 (the “Company Financial Statements”) (i) complied as to form in all material respects with all applicable accounting requirements of Nasdaq, and with the Exchange Act, the Securities Act and the Xxxxxxxx-Xxxxx Act, as the case may be, and the applicable published rules and regulations promulgated thereunder, in each case as in effect on the date each such document was filed with or furnished to the SEC. None of the Company Subsidiaries is currently required to file periodic reports with the SEC or under any applicable foreign securities Law or to any foreign securities exchange or quotation service. As of the date of this Agreement, there are no outstanding or unresolved comments received from the SEC with respect to any Company SEC Documents. The Company has complied with and is in compliance in all material respects with the applicable provisions of the Exchange Act, the Securities Act, the SEC and with the Xxxxxxxx-Xxxxx Act and the applicable listing and corporate governance rules, regulations and requirements of Nasdaq. The audited consolidated financial statements and unaudited consolidated interim financial statements thereto (including, in each case, any notes thereto) of the Company and the consolidated Company Subsidiaries included in or incorporated by reference into the Company SEC Documents (collectively, the “Company Financial Statements”) (i) were, except as may be indicated in the notes thereto, prepared in accordance with GAAP (as in effect in the United States on the date of such Company Financial Statement) applied on a consistent basis during the periods involved except, in the case of unaudited statements, for normal year-end adjustments and the absence of notes that will not be material in amount or effect as permitted by Form 10-Q of the SEC rules and regulationsRegulation S-X), (ii) have been prepared in accordance with GAAP applied on a consistent basis for the periods presented (except (A) as may be indicated in the notes thereto or (B) as permitted by Regulation S-X) and (iii) present fairly, in all material respects, the consolidated financial position of the Company and the consolidated Company Subsidiaries Subsidiaries, and the results of their operations and their cash flows flows, as of the dates and for the periods referred to therein (except as may be indicated in the notes thereto orshown, in conformity with GAAP. (c) The Company and the case Company Subsidiaries have implemented and maintain a system of interim internal control over financial statementsreporting (as required by Rule 13a-15(a) under the Exchange Act) that is reasonably designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of consolidated financial statements in accordance with GAAP for external purposes and includes policies and procedures that (i) pertain to the maintenance of records that in reasonable detail accurately and fairly reflect the transactions and dispositions of the assets of the Company, for normal year-end adjustments (ii) provide reasonable assurance that were not or will not be material transactions are recorded as necessary to permit preparation of financial statements in amount or effect) accordance with GAAP, and that receipts and expenditures of the Company are being made only in accordance with authorizations of management and directors of the Company, and (iii) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use or disposition of the Company’s assets that could have been prepared from a material effect on its financial statements, and are such system of internal control over financial reporting is reasonably effective. The Company’s management has completed an assessment of the effectiveness of the Company’s internal controls over financial reporting in accordance compliance with the booksrequirements of Section 404 of the Sxxxxxxx-Xxxxx Act for the year ended June 30, records 2016 and accounts the description of such assessment set forth in the Company’s Annual Report on Form 10-K for the fiscal year ended June 30, 2016 is accurate in all material respects. The Company has implemented and maintains disclosure controls and procedures (as defined in Rule 13a-15(d) of the Exchange Act) that are designed to ensure that information required to be disclosed by the Company in the reports it files or submits under the Exchange Act is recorded, processed, summarized and reported within the time frames specified by the SEC’s rules and forms (and such disclosure controls and procedures are effective), and has disclosed, based on its most recent evaluation of its system of internal control over financial reporting prior to the date of this Agreement, to the Company’s outside auditors and the audit committee of the Company Board (i) any significant deficiencies and material weaknesses known to it in the design or operation of its internal control over financial reporting (as defined in Rule 13a-15(f) of the Exchange Act) that would reasonably be expected to adversely affect the Company’s ability to record, process, summarize and report financial information and (ii) any fraud known to it, that involves management or other employees who have a significant role in the Company’s internal control over financial reporting. (d) Neither the Company Subsidiaries. There are no unconsolidated nor the Company Subsidiaries nor, to the Knowledge of the Company. No securitization transactions , any director, officer, employee, contractor, subcontractor or other off-balance sheet arrangements exist or have been effected by agent of the Company or the Company Subsidiaries since January has discharged, demoted or suspended an employee of the Company or the Company Subsidiaries in the terms and conditions of employment because of any lawful act of such employee described in Section 806 of the Sxxxxxxx-Xxxxx Act. (e) Since July 1, 20212015, each of the principal executive officer of the Company and the principal financial officer of the Company has made all certifications required by Rule 13a-14 or 15d-14 under the Exchange Act and Sections 302 and 906 of the Sxxxxxxx-Xxxxx Act, in each case, with respect to the Company SEC Documents, and the statements contained in such certifications were complete, correct and accurate in all material respects on the date such certifications were made. For purposes of this Agreement, “principal executive officer” and “principal financial officer” shall have the meanings given to such terms in the Sxxxxxxx-Xxxxx Act. (f) Neither the Company nor any of the Company Subsidiaries is a party to, or has any commitment to become a party to, any joint venture, off-balance sheet partnership or any similar Contract (including any Contract relating to any transaction or relationship between or among the Company or any Company Subsidiary, on the one hand, and any unconsolidated Affiliate, including any structured finance, special purpose or limited purpose entity or Person, on the other hand), or any “off-balance sheet arrangements” (as defined in Item 303(a) of Regulation S-K of the SEC), where the result, purpose or intended effect of such Contract is to avoid disclosure of any material transaction involving, or material liabilities of, the Company or any Company Subsidiary in the Company SEC Documents.

Company SEC Documents; Financial Statements. (a) Since January 1July 25, 20212014, the Company has timely filed with or otherwise furnished to the SEC all Company SEC Documents. As of their respective effective dates (in the case of Company SEC Documents that are registration statements filed pursuant to the requirements of the Securities Act) and as applicable) of their respective SEC filing dates (in the SEC, and made available to Parent, all registration statements, prospectuses, forms, reports, definitive proxy statements, schedules, certifications and documents and related exhibits and case of all other information incorporated therein required to be filed or furnished by it under Company SEC Documents), the Company SEC Documents complied in all material respects with the applicable requirements of the applicable Securities Act or the Exchange Act, as the case may be, together with all certifications required pursuant to Laws and the Xxxxxxxx-Xxxxx Act of 2002, as amended 2002 (the “Xxxxxxxx-Xxxxx Act”) (and the rules and regulations of the SEC thereunder, applicable to such documents Company SEC Documents and any other documents filed or furnished by none of the Company with the SEC with any exhibits and schedules thereto and other information incorporated by reference or otherwise hyperlinked therein, Documents as have been supplemented, modified or amended since the time of filing, collectively, the “Company SEC Documents”). As of their such respective filing dates and(or, if supplementedamended prior to the date of this Agreement, modified or amended since the time of filing, as of the date of the most recent supplement, modification or filing of such amendment, with respect to the Company SEC Documents (adisclosures that are amended) did 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 in order to make the statements made therein, in light of the circumstances under which they were made, not misleading and (b) complied as to form in all material respects with all applicable requirements of Nasdaq, the Exchange Act, the Securities Act and the Xxxxxxxx-Xxxxx Act, as the case may be, and the applicable rules and regulations promulgated thereunder, in each case as in effect on the date each such document was filed with or furnished to the SEC. None of the Company Subsidiaries is currently required to file periodic reports with the SEC or under any applicable foreign securities Law or to any foreign securities exchange or quotation servicemisleading. As of the date of this Agreement, there are no outstanding or unresolved comments in comment letters received from the SEC staff with respect to any the Company SEC DocumentsDocuments and (ii) to the Knowledge of the Company, none of the Company SEC Documents is the subject of ongoing SEC review, outstanding SEC comment or outstanding SEC investigation. The No Company has complied with and Subsidiary is in compliance in all material respects required to file periodic reports with the applicable provisions of SEC pursuant to the Exchange Act. (b) As of their respective dates of filing with the SEC, the Securities Act, the SEC and with the Xxxxxxxx-Xxxxx Act and the applicable listing and corporate governance rules, regulations and requirements of Nasdaq. The audited consolidated financial statements and unaudited consolidated interim financial statements (including, in each case, any notes thereto) of the Company and the consolidated Company Subsidiaries included in or incorporated by reference into as and for the Company SEC Documents fiscal years ended December 31, 2013 and December 31, 2014 (collectivelyincluding the notes thereto) and the unaudited consolidated financial statements as at and for the six months ended June 30, 2015 (the “Company Financial Statements”) (i) were, except complied as may be indicated to form in all material respects with all applicable accounting requirements and with the notes thereto, prepared in accordance published rules and regulations of the SEC with GAAP respect thereto (as in effect in the United States on the date of such Company Financial Statement) applied on a consistent basis during the periods involved except, in the case of unaudited statements, for normal year-end adjustments and the absence of notes that will not be material in amount or effect as permitted by Form 10-Q of the SEC rules and regulationsRegulation S-X), (ii) have been prepared in accordance with GAAP applied on a consistent basis for the periods presented (except (A) as may be indicated in the notes thereto or (B) as permitted by Regulation S-X) and (iii) present fairly, in all material respects, the consolidated financial position of the Company and the consolidated Company Subsidiaries Subsidiaries, and the results of their operations and their cash flows flows, as of the dates and for the periods referred to therein (except as may be indicated in the notes thereto orshown, in conformity with GAAP. (c) The Company and the case Company Subsidiaries have implemented and maintain a system of interim internal control over financial statementsreporting (as required by Rule 13a-15(a) under the Exchange Act) that is reasonably designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of consolidated financial statements in accordance with GAAP for external purposes and includes policies and procedures that (i) pertain to the maintenance of records that in reasonable detail accurately and fairly reflect the transactions and dispositions of the Assets of the Company, for normal year-end adjustments (ii) provide reasonable assurance that were not or will not be material transactions are recorded as necessary to permit preparation of financial statements in amount or effect) accordance with GAAP, and that receipts and expenditures of the Company are being made only in accordance with authorizations of management and directors of the Company, and (iii) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use or disposition of the Company’s Assets that could have been prepared from a material effect on its financial statements, and are such system of internal control over financial reporting is reasonably effective. The Company’s management has completed an assessment of the effectiveness of the Company’s internal controls over financial reporting in accordance compliance with the booksrequirements of Section 404 of the Xxxxxxxx-Xxxxx Act for the year ended December 31, records 2014 and accounts the description of such assessment set forth in the Company’s Annual Report on Form 10-K for the fiscal year ended December 31, 2014 is accurate in all material respects. The Company has implemented and maintains disclosure controls and procedures (as defined in Rule 13a-15(d) of the Exchange Act) that are designed to ensure that information required to be disclosed by the Company in the reports it files or submits under the Exchange Act is recorded, processed, summarized and reported within the time frames specified by the SEC’s rules and forms (and such disclosure controls and procedures are effective), and has disclosed, based on its most recent evaluation of its system of internal control over financial reporting prior to the date of this Agreement, to the Company’s outside auditors and the audit committee of the Company Board (i) any significant deficiencies and material weaknesses known to it in the Company Subsidiaries. There are no unconsolidated Subsidiaries design or operation of its internal control over financial reporting (as defined in Rule 13a-15(f) of the Exchange Act) that would reasonably be expected to adversely affect the Company’s ability to record, process, summarize and report financial information and (ii) any fraud known to it, that involves management or other employees who have a significant role in the Company’s internal control over financial reporting. (d) To the Knowledge of the Company. No securitization transactions , as of the date hereof, no employee of the Company or other offthe Company Subsidiaries has provided or is providing information to any law enforcement agency regarding the violation of any applicable Law of the type described in Section 806 of the Xxxxxxxx-balance sheet arrangements exist or have been effected Xxxxx Act by the Company or the Company Subsidiaries. Neither the Company nor the Company Subsidiaries since January 1nor, 2021to the Knowledge of the Company, any director, officer, employee, contractor, subcontractor or agent of the Company or the Company Subsidiaries has discharged, demoted or suspended an employee of the Company or the Company Subsidiaries in the terms and conditions of employment because of any lawful act of such employee described in Section 806 of the Xxxxxxxx-Xxxxx Act. (e) Since July 25, 2014, each of the principal executive officer of the Company and the principal financial officer of the Company has made all certifications required by Rule 13a-14 or 15d-14 under the Exchange Act and Sections 302 and 906 of the Xxxxxxxx-Xxxxx Act, in each case, with respect to the Company SEC Documents, and the statements contained in such certifications were complete, correct and accurate on the date such certifications were made. For purposes of this Agreement, “principal executive officer” and “principal financial officer” shall have the meanings given to such terms in the Xxxxxxxx-Xxxxx Act. (f) Neither the Company nor any of the Company Subsidiaries is a party to, or has any commitment to become a party to, any joint venture, off-balance sheet partnership or any similar Contract (including any Contract relating to any transaction or relationship between or among the Company or any Company Subsidiary, on the one hand, and any unconsolidated Affiliate, including any structured finance, special purpose or limited purpose entity or Person, on the other hand), or any “off-balance sheet arrangements” (as defined in Item 303(a) of Regulation S-K of the SEC), where the result, purpose or intended effect of such Contract is to avoid disclosure of any material transaction involving, or material liabilities of, the Company or any Company Subsidiary in the Company SEC Documents. (g) As of August 31, 2015, the Company had a cash balance of at least $12,000,000, of which up to $3,000,000 is subject to a Lien pursuant to the Perceptive Credit Agreement, and the balance of which is not subject to any Lien. Such cash balance shall be reduced only by the Expenses incurred by the Company and, subject to Section 4.2, other expenses incurred in the ordinary course of business prior to the Effective Time.

Company SEC Documents; Financial Statements. (a) Since January 1December 31, 2021, the Company has timely filed or furnished with or otherwise furnished to (as applicable) the SEC, and made available to Parenton a timely basis, all registration statements, prospectuses, forms, reports, definitive proxy statementscertifications, schedules, certifications statements and documents and related exhibits and all other information incorporated therein required to be filed or furnished by it under the Securities Act or the Exchange Act, as the case may berespectively, together with all certifications required pursuant to the Xxxxxxxx-Xxxxx Act of 2002, as amended (the “Xxxxxxxx-Xxxxx Act”) (such documents forms, reports, certifications, schedules, statements and any other documents filed or furnished by the Company with the SEC with any exhibits and schedules thereto and other information incorporated by reference or otherwise hyperlinked therein, as have been supplemented, modified or amended since the time of filingdocuments, collectively, the “Company SEC Documents”). As of their respective filing dates anddates, each of the Company SEC Documents, as amended, 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 Sxxxxxxx-Xxxxx Act, as the case may be, and the rules and regulations of the SEC thereunder applicable to such Company SEC Documents, and none of the Company SEC Documents contained, when filed or, if supplemented, modified or amended since prior to the time date of filingthis Agreement, as of the date of such amendment with respect to those disclosures that are amended, or if filed with or furnished to the most recent supplementSEC subsequent to the date of this Agreement, modification or amendment, the Company SEC Documents (a) did not will contain 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 light of the circumstances under which they were made, not misleading misleading. No Subsidiary of the Company is subject to periodic reporting requirements of the Exchange Act other than as part of the Company’s consolidated group or required to file any form, report or other document with the SEC, the NYSE, any other stock exchange or comparable Governmental Entity other than routine and ordinary filings (such as filings regarding ownership holdings or transfers). (b) complied as to form in all material respects with all applicable requirements of Nasdaq, the Exchange Act, the Securities Act and the Xxxxxxxx-Xxxxx Act, as the case may be, and the applicable rules and regulations promulgated thereunder, in each case as in effect on the date each such document was filed with or furnished to the SEC. None The financial statements of the Company Subsidiaries is currently required to file periodic reports with included in the Company SEC or under any applicable foreign securities Law or to any foreign securities exchange or quotation service. As Documents, including all notes and schedules thereto, complied, or, in the case of Company SEC Documents filed after the date of this Agreement, there are no outstanding will comply, in all material respects, when filed or unresolved comments received from if amended prior to the date of this Agreement, as of the date of such amendment, with the rules and regulations of the SEC with respect to any Company SEC Documents. The Company has complied with and is in compliance in all material respects with the applicable provisions of the Exchange Actthereto, the Securities Actwere, the SEC and with the Xxxxxxxx-Xxxxx Act and the applicable listing and corporate governance rules, regulations and requirements of Nasdaq. The audited consolidated financial statements and unaudited consolidated interim financial statements (includingor, in each case, any notes thereto) the case of the Company and the consolidated Company Subsidiaries included in or incorporated by reference into the Company SEC Documents (collectivelyfiled after the date of this Agreement, the “Company Financial Statements”) (i) were, except as may be indicated in the notes theretowill be, prepared in accordance with GAAP (as in effect generally accepted accounting principles in the United States on the date of such Company Financial Statement(“GAAP”) applied on a consistent basis during the periods involved except, in the case of unaudited statements, for normal year-end adjustments and the absence of notes that will not be material in amount or effect as permitted by SEC rules and regulations, (ii) present fairly, in all material respects, the consolidated financial position of the Company and the consolidated Company Subsidiaries and the results of their operations and their cash flows as of the dates and for the periods referred to therein (except as may be indicated in the notes thereto or, in the case of interim financial the unaudited statements, for as permitted by Rule 10-01 of Regulation S-X of the SEC) and fairly present in all material respects in accordance with applicable requirements of GAAP (subject, in the case of the unaudited statements, to normal year-end audit adjustments, and to any other adjustments described therein, including the notes thereto) the financial position of the Company and its consolidated Subsidiaries as of their respective dates and the results of operations and the cash flows of the Company and its consolidated Subsidiaries for the periods presented therein. (c) The Company has established and maintains a system of internal control over financial reporting and disclosure controls and procedures (as such terms are defined in Rule 13a-15 or Rule 15d-15, as applicable, under the Exchange Act); such disclosure controls and procedures are designed to ensure that were material information relating to the Company, including its consolidated Subsidiaries, required to be disclosed by the Company in the reports that it files or furnishes under the Exchange Act is accumulated and communicated to the Company’s principal executive officer and its principal financial officer to allow timely decisions regarding required disclosure; and such disclosure controls and procedures are effective to ensure that information required to be disclosed by the Company in the reports that it files or furnishes under the Exchange Act is recorded, processed, summarized and reported within the time periods specified in SEC rules and forms, and further designed and maintained to provide reasonable assurance regarding the reliability of the Company’s financial reporting and the preparation of the Company financial statements for external purposes in accordance with GAAP. There (i) is no significant deficiency or material weakness in the design or operation of internal controls over financial reporting (as defined in Rule 13a-15(f) under the Exchange Act) utilized by the Company or its Subsidiaries, (ii) is not, and since December 31, 2021 there has not been, any illegal act or will fraud, whether or not be material material, that involves management or other employees who have a significant role in amount or effect) the Company’s internal controls, and (iii) have been prepared from is not, and are in accordance with since December 31, 2021 there has not been, any “extensions of credit” (within the books, records and accounts meaning of Section 402 of the Sxxxxxxx-Xxxxx Act) or prohibited loans to any executive officer of the Company and (as defined in Rule 3b-7 under the Company Subsidiaries. There are no unconsolidated Subsidiaries Exchange Act) or director of the Company. No securitization transactions or other off-balance sheet arrangements exist or have been effected by the Company or any of its Subsidiaries. The principal executive officer and the principal financial officer of the Company Subsidiaries since January 1have made all certifications required by the Sxxxxxxx-Xxxxx Act, 2021the Exchange Act and any related rules and regulations promulgated by the SEC with respect to the Company SEC Documents, and the statements contained in such certifications were complete and correct as of the dates they were made.