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

Company SEC Documents; Financial Statements. (a) Since the Reference Date, the Company has timely filed with, or furnished to, the SEC all registration statements, forms, reports, schedules, statements, exhibits and other documents (including exhibits, financial statements and schedules thereto and all other information incorporated therein and amendments and supplements thereto) required by it to be filed or furnished pursuant to the Exchange Act or the Securities Act of 1933, as amended (the “Securities Act”) (the “Company SEC Documents”). To the extent that any Company SEC Document filed (including by incorporation by reference) after the Reference Date available on EXXXX 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 to the extent permissible by law. 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, on the dates of effectiveness), each Company SEC Document has complied in all material respects with the applicable requirements of the Exchange Act, the Securities Act and the Sxxxxxxx-Xxxxx Act of 2002 (the “Sxxxxxxx-Xxxxx Act”), as the case may be, and the rules and regulations of the SEC promulgated thereunder applicable to such Company SEC 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 As of its filing date or, if amended or superseded by a subsequent filing prior to the date of this Agreement, as of the date of the last such amendment or superseding filing, each Company SEC Document filed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 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. 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. 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) 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 (iii) 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.

Company SEC Documents; Financial Statements. (a) Since the Reference DateJanuary 1, 2019, the Company has timely filed with, with or otherwise furnished to, to the SEC all registration statements, prospectuses, forms, reports, schedules, definitive proxy statements, exhibits schedules and other documents (including exhibits, financial statements and schedules thereto and all other information incorporated therein and amendments and supplements thereto) required by it 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 Exchange Act or the Securities Xxxxxxxx-Xxxxx Act of 1933, as amended 2002 (the “Securities Xxxxxxxx-Xxxxx Act”) (such documents and any other documents filed by the Company with the SEC, as they may have been supplemented, modified or amended since the time of filing, including those filed or furnished subsequent to the date hereof, collectively, the “Company SEC Documents”). To the extent that any Company SEC Document filed (including by incorporation by reference) after the Reference Date available on EXXXX 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 to the extent permissible by law. As of its their respective filing (or furnishing date furnishing) dates or, if supplemented, modified or amended prior to since the date time of this Agreementfiling, as of the date of the last such amendment most recent supplement, modification or superseding filing (andamendment, in the case of registration statements, on the dates of effectiveness), each Company SEC Document has complied in all material respects with the applicable requirements of the Exchange Act, the Securities Act and the Sxxxxxxx-Xxxxx Act of 2002 Documents (the “Sxxxxxxx-Xxxxx Act”), as the case may be, and the rules and regulations of the SEC promulgated thereunder applicable to such Company SEC 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 i) did not contain any untrue statement of a material fact or omit to state any 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. Each Company SEC Document that is a registration statement, as amended misleading and (ii) complied in all material respects with all applicable requirements of the Exchange Act or supplemented, if applicable, was filed in accordance with the Securities Act, 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. As of the date hereof, none of the Company Subsidiaries is currently subject to the periodic reporting requirements of the Exchange Act. The Company has made available to Parent all comment letters and all material correspondence between the SEC, on the one hand, and the Company or the Partnership, on the other hand, since January 1, 2019. As of the date hereof, there are no material outstanding or unresolved comments received from the SEC with respect to any of the Company SEC Documents filed or furnished by the Company or the Partnership with the SEC and, as of the date such registration statement or amendment became effectivehereof, 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. All Company’s knowledge, none of the Company SEC Documents is the subject of ongoing SEC review. The Company is in compliance in all material respects with the applicable provisions of the Xxxxxxxx-Xxxxx Act and the applicable listing and corporate governance rules and regulations of the New York Stock Exchange. The audited consolidated financial statements and unaudited consolidated interim financial statements of the Company (including, in each case, any notes and schedules thereto) and the consolidated Company Subsidiaries included in or incorporated by reference into the Company SEC Documents (collectively, the “Company Financial Statements”) (i) have been derived from the accounting books and records of the Company and the Company Subsidiaries, (ii) have been were prepared in accordance with generally accepted accounting principles as applied in the United States, States (“GAAP”) (as in effect in the United States on the date of such Company Financial Statement) applied on a consistent basis (“GAAP”) during the periods involved (except as may be indicated in the notes thereto and exceptor, in the case of the unaudited interim statements of the Companyfinancial statements, as may be permitted in accordance with Form 10-Q, 8-K or any successor form under the Exchange Actby SEC rules and regulations) and (iiiii) fairly present fairly, in all material respects respects, the financial position, the shareholders’ equity, the results of operations and the cash flows position of the Company and its the consolidated Subsidiaries, as applicable, Company Subsidiaries and the results of their operations and their cash flows as of the times dates and for the periods referenced referred to therein (except as may be indicated in the notes thereto and subjector, in the case of unaudited interim financial statements, to for 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.

Company SEC Documents; Financial Statements. (a) Since the Reference DateJuly 1, 2010, the Company has timely filed with, or furnished to, with the SEC all registration statements, forms, reports, schedules, statements, exhibits documents and other documents (including exhibits, financial statements and schedules thereto and all other information incorporated therein and amendments and supplements thereto) reports required by it to be filed or furnished pursuant to under the Exchange Act or the Securities Act of 1933, as amended to be filed or furnished by the Company with the SEC (the “Securities Act”) (forms, documents, and reports filed with the SEC, including any amendments thereto since the date of their filing, the “Company SEC Documents”). To the extent that any Company SEC Document filed (including by incorporation by reference) after the Reference Date available on EXXXX 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 to the extent permissible by law. As of its their respective filing or furnishing date dates, or, if amended prior to or restated after the date of this Agreementfiling, as of the date of the last such amendment or superseding filing (andapplicable subsequent filing, in the case of registration statements, on the dates of effectiveness), each Company SEC Document has Documents (i) complied in all material respects with the applicable requirements of the Securities Act or the Exchange Act, the Securities Act and the Sxxxxxxx-Xxxxx Act of 2002 (the “Sxxxxxxx-Xxxxx Act”), as the case may be, and the applicable rules and regulations of the SEC promulgated thereunder applicable to such Company SEC Documents. As of its filing date orthereunder, 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 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 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, provided, however, that no representation is made as to the accuracy of any financial projections or forward-looking statements. Each 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 Document that is a registration statementDocuments, as amended or supplemented, if applicable, was filed in accordance together with all written responses of the Securities Act, and, as Company thereto. As of the date such registration statement or amendment became effectiveof this Agreement, 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. All Knowledge of the audited financial statements and unaudited interim financial statements Company, there are no outstanding or unresolved comments in such comment letters received by the Company from the SEC. As of the Company included in date of this Agreement, to the Knowledge of the Company, none of the Company SEC Documents (i) have been derived from is the accounting books and records subject of any ongoing review by the Company and the Company Subsidiaries, (ii) 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 SEC. None of the Company’s Subsidiaries is, as may be permitted in accordance or since July 1, 2010 has been, required to file periodic reports with Form 10-Q, 8-K or any successor form under the SEC pursuant to the Exchange Act) and (iii) 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.

Company SEC Documents; Financial Statements. (a) Since the Reference DateJanuary 1, 2018, the Company has timely filed with, with or furnished to, to (as applicable) the SEC all registration statements, prospectuses, forms, reports, definitive proxy statements, schedules, statements, exhibits certifications and other documents (including exhibits, financial statements and schedules thereto exhibits and all other information incorporated therein and amendments and supplements theretotherein) required by it 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 Exchange Act or the Securities Xxxxxxxx-Xxxxx Act of 19332002, as amended (the “Securities Xxxxxxxx-Xxxxx Act”) (such documents and any other documents filed or furnished by the Company with the SEC, as have been supplemented, modified or amended since the time of filing, collectively, the “Company SEC Documents”). To the extent that any Company SEC Document filed (including by incorporation by reference) after the Reference Date available on EXXXX contains redactions and has timely paid all fees due 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 to the extent permissible by lawconnection therewith. As of its their respective filing or furnishing date dates or, if supplemented, modified or amended prior to since the date time of this Agreementfiling, as of the date of the last such amendment most recent supplement, modification or superseding filing (andamendment, in the case of registration statements, on the dates of effectiveness), each Company SEC Document has complied in all material respects with the applicable requirements of the Exchange Act, the Securities Act and the Sxxxxxxx-Xxxxx Act of 2002 Documents (the “Sxxxxxxx-Xxxxx Act”), as the case may be, and the rules and regulations of the SEC promulgated thereunder applicable to such Company SEC 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 a) did not contain any untrue statement of a material fact or omit to state any 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. Each Company SEC Document that is a registration statementmisleading and (b) complied as to form in all material respects with all applicable requirements of the Exchange Act, the Securities Act and the Xxxxxxxx-Xxxxx Act, as amended or supplementedthe case may be, if applicableand the applicable rules and regulations promulgated thereunder, in each case as in effect on the date each such document was filed in accordance with or furnished to the SEC. None of the Company Subsidiaries is currently required to file periodic reports with the Securities Act, and, as SEC. As of the date such registration statement of this Agreement, there are no outstanding or amendment became effectiveunresolved comments received from the SEC with respect to any Company SEC Documents. No Company Subsidiary is subject to the reporting requirements of any foreign Governmental Entity that regulates securities or any applicable foreign securities Law or any exchange or quotation service. Since January 1, did not contain any untrue statement of a 2018, the Company has been and is in compliance in all material fact or omit to state any material fact required to be stated therein or necessary in order to make respects with the statements made therein not misleading. All applicable provisions of the Xxxxxxxx-Xxxxx Act and the applicable listing and corporate governance rules and regulations of the 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) have been derived from complied in all material respects, and were prepared in accordance with, in all material respects, all applicable accounting requirements and the accounting books rules and records regulations of the Company SEC, the Exchange Act and the Company SubsidiariesSecurities Act with respect thereto, (ii) have been prepared in accordance with generally accepted accounting principles in the United Stateswere, applied on a consistent basis (“GAAP”) during the periods involved (except as may be indicated in the notes thereto and 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 unaudited interim statements absence of the Companynotes that will not be material in amount or effect, as may be permitted in accordance with Form 10-Q, 8-K or any successor form under the Exchange Act) and (iii) fairly present fairly, in all material respects the financial positionrespects, the shareholders’ equity, the results of operations and the cash flows consolidated financial position of the Company and its the consolidated Subsidiaries, as applicable, Company Subsidiaries and the results of their operations and their cash flows as of the times dates and for the periods referenced referred to therein (except as may be indicated in the notes thereto and subjector, in the case of unaudited interim financial statements, to for normal and recurring year-end adjustments, none of which, individually adjustments that were not or will not be material in the aggregate, will be material). No Company Subsidiary is required to file amount or furnish any form, report or other document effect) and (iv) have been prepared from and are in accordance with the SECbooks, records and accounts of the Company and the Company Subsidiaries. There are no unconsolidated Subsidiaries of the Company.

Company SEC Documents; Financial Statements. (a) Since the Reference DateJanuary 1, 2017, the Company has timely filed with, with or otherwise furnished to, to (as applicable) the SEC all registration statements, prospectuses, forms, reports, schedules, definitive proxy statements, schedules and documents and related exhibits and other documents (including exhibits, financial statements and schedules thereto and all other information incorporated therein and amendments and supplements thereto) required by it 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 Exchange Act or the Securities Xxxxxxxx-Xxxxx Act of 19332002, as amended (the “Securities Xxxxxxxx-Xxxxx Act”) (such documents and any other documents filed or furnished by the Company with the SEC since January 1, 2017, as have been supplemented, modified or amended since the time of filing, collectively, the “Company SEC Documents”). To , except where the extent that any failure to file would not reasonably be expected to have a Company SEC Document filed (including by incorporation by reference) after the Reference Date available on EXXXX 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 to the extent permissible by lawMaterial Adverse Effect. As of its their respective filing or furnishing date dates or, if supplemented, modified or amended prior to since the date time of this Agreementfiling, as of the date of the last such amendment most recent supplement, modification or superseding filing (andamendment, in the case of registration statements, on the dates of effectiveness), each Company SEC Document has complied in all material respects with the applicable requirements of the Exchange Act, the Securities Act and the Sxxxxxxx-Xxxxx Act of 2002 Documents (the “Sxxxxxxx-Xxxxx Act”), as the case may be, and the rules and regulations of the SEC promulgated thereunder applicable to such Company SEC 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 i) did not contain any untrue statement of a material fact or omit to state any 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. Each Company SEC Document that is a registration statementmisleading and (ii) complied as to form in all material respects with all applicable requirements of the Exchange Act, as amended or supplemented, if applicable, was filed in accordance with the Securities Act, andthe Xxxxxxxx-Xxxxx Act and the Xxxx-Xxxxx Act of 2010, as amended (the “Xxxx-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. 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. Since January 1, 2017, the Company has been and is in compliance in all material respects with the applicable provisions of the Xxxxxxxx-Xxxxx Act and the applicable listing and corporate governance rules and regulations of NYSE. To the knowledge of the Company, as of the date such registration statement or amendment became effectiveof this Agreement, did not contain any untrue statement none 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. 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 is the accounting books and records subject of ongoing SEC review, outstanding SEC comment or outstanding SEC investigation. None of the Company and the Company Subsidiaries, (ii) 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 (iii) 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 Subsidiaries is required to file or furnish any formforms, report reports, registrations, statements or other document documents with the SEC.

Company SEC Documents; Financial Statements. (a) Since the Reference DateJanuary 1, 2017, the Company has timely filed with, with or furnished to, to (as applicable) the SEC all registration statements, prospectuses, forms, reports, schedules, definitive proxy statements, exhibits schedules and other documents (including exhibits, financial statements and schedules thereto and all other information incorporated therein and amendments and supplements thereto) required by it 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 Exchange Act or the Securities Xxxxxxxx-Xxxxx Act of 19332002, as amended (the “Securities Xxxxxxxx-Xxxxx Act”) (such documents and any other documents filed or furnished by the Company with the SEC since 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”). To the extent that any Company SEC Document filed (including by incorporation by reference) after the Reference Date available on EXXXX 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 to the extent permissible by law. As of its their respective filing or furnishing date dates or, if supplemented, modified or amended prior to since the date time of this Agreementfiling, as of the date of the last such amendment most recent supplement, modification or superseding filing (andamendment, in the case of registration statements, on the dates of effectiveness), each Company SEC Document has complied in all material respects with the applicable requirements of the Exchange Act, the Securities Act and the Sxxxxxxx-Xxxxx Act of 2002 Documents (the “Sxxxxxxx-Xxxxx Act”), as the case may be, and the rules and regulations of the SEC promulgated thereunder applicable to such Company SEC 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 i) did not contain any untrue statement of a material fact or omit to state any 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. Each Company SEC Document that is a registration statement, misleading and (ii) complied as amended to form in all material respects with all applicable requirements of the Exchange Act or supplemented, if applicable, was filed in accordance with the Securities Act, andas the case may be, and the Xxxxxxxx-Xxxxx Act, and the rules and 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 required to file any reports or other documents with the SEC. As of the date such registration statement of this Agreement, there are no outstanding or amendment became effective, did not contain unresolved comments received by the Company from the SEC with respect to 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. All of the reports filed by the Company with the SEC. Since March 31, 2017, the Company has been and is in compliance in all material respects with the applicable provisions of the Xxxxxxxx-Xxxxx Act and the applicable listing and corporate governance rules and regulations of the Nasdaq. The audited consolidated financial statements and unaudited consolidated interim financial statements of the Company (including, in each case, any notes thereto) and the consolidated Company Subsidiaries included in or incorporated by reference into the Company SEC Documents (i) have been derived from collectively, the accounting books and records of the “Company and the Company Subsidiaries, (ii) have been prepared in accordance with generally accepted accounting principles in the United States, applied on a consistent basis (“GAAPFinancial Statements”) during the periods involved (x) were, except as may be indicated in the notes thereto and 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 the unaudited interim statements of the Companystatements, as may be permitted in accordance with Form 10-Q, 8-K or any successor form under the Exchange Act) by SEC rules and regulations and (iiiy) fairly present fairly, in all material respects respects, the financial position, the shareholders’ equity, the results of operations and the cash flows position of the Company and its the consolidated Subsidiaries, as applicable, Company Subsidiaries and the results of their operations and their cash flows as of the times dates and for the periods referenced referred to therein (except except, to the extent permitted by Form 10-Q of the SEC, as may be indicated in the notes thereto and subjector, in the case of unaudited interim financial statements, to normal and recurring yearas otherwise permitted by Form 10-end adjustments, none of which, individually or in the aggregate, will be materialQ). No Company Subsidiary is required to file or furnish any form, report or other document with the SEC.

Company SEC Documents; Financial Statements. (a) Since the Reference DateSeptember 29, 2018, the Company has timely filed withwith or otherwise furnished to (as applicable) the SEC, or furnished toand made available to Parent, the SEC all registration statements, prospectuses, forms, reports, definitive proxy statements, schedules, statements, certifications and documents and related exhibits and other documents (including exhibits, financial statements and schedules thereto and all other information incorporated therein and amendments and supplements thereto) required by it 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 Exchange Act or the Securities Sxxxxxxx-Xxxxx Act of 19332002, as amended (the “Securities Sxxxxxxx-Xxxxx Act”) (such documents and any other documents filed or furnished by the Company with the SEC, as have been supplemented, modified or amended since the time of filing, collectively, the “Company SEC Documents”). To the extent that any Company SEC Document filed (including by incorporation by reference) after the Reference Date available on EXXXX 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 to the extent permissible by law. As of its their respective filing or furnishing date ordates and, if supplemented, modified or amended prior to since the date time of this Agreementfiling, as of the date of the last such amendment most recent supplement, modification or superseding filing (andamendment, in the case of registration statements, on the dates of effectiveness), each Company SEC Document has complied in all material respects with the applicable requirements of the Exchange Act, the Securities Act and the Sxxxxxxx-Xxxxx Act of 2002 Documents (the “Sxxxxxxx-Xxxxx Act”), as the case may be, and the rules and regulations of the SEC promulgated thereunder applicable to such Company SEC 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 a) did not contain any untrue statement of a material fact or omit to state any 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 misleadingmisleading and (b) complied as to form in all material respects with all applicable requirements of Nasdaq, the Exchange Act, the Securities Act and the Sxxxxxxx-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. Each 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 Document Documents that is would be required to be disclosed under Item 1B of Form 10-K under the Exchange Act. Since January 1, 2018, the Company has complied in all material respects with the applicable provisions of the SEC rules and regulations and with the Sxxxxxxx-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 registration statementconsistent 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 amended permitted by SEC rules and 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 supplemented, if applicable, was filed 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. Neither the Company nor any Company Subsidiary is, 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 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), andwhere the result, as purpose or intended effect of the date such registration statement or amendment became effective, did not contain any untrue statement Contract is to avoid disclosure of a material fact or omit to state any material fact required to be stated therein transaction involving, or necessary material liabilities of, the Company or any Company Subsidiary in order to make the statements made therein not misleading. All of the Company SEC Documents (including any 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) 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 (iii) 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 materialtherein). No Company Subsidiary is required to file or furnish any form, report or other document with the SEC.

Company SEC Documents; Financial Statements. (a) Since the Reference DateJanuary 1, 2020, the Company has timely filed with, with or otherwise furnished to, to the SEC all registration statements, prospectuses, forms, reports, schedules, definitive proxy statements, exhibits schedules and other documents (including exhibits, financial statements and schedules thereto and all other information incorporated therein and amendments and supplements thereto) required by it to be filed or furnished pursuant to the Exchange Act or by it under the Securities Act of 1933, as amended (the “Securities Act”) (the “Company SEC Documents”). To the extent that any Company SEC Document filed (including by incorporation by reference) after the Reference Date available on EXXXX 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 to the extent permissible by law. 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, on the dates of effectiveness), each Company SEC Document has complied in all material respects with the applicable requirements of the Exchange Act, as the Securities Act and case may be, together with all certifications required pursuant to the Sxxxxxxx-Xxxxx Act of 2002 (the “"Sxxxxxxx-Xxxxx Act”)") (such documents and any other documents filed by the Company with the SEC, as they may have been supplemented, modified or amended since the case may betime of filing, and including those filed or furnished subsequent to the rules and regulations of date hereof, collectively, the SEC promulgated thereunder applicable to such "Company SEC Documents"). As of its their respective filing date (or furnishing) dates or, if supplemented, modified or amended or superseded by a subsequent filing prior to since the date time of this Agreementfiling, as of the date of the last such amendment most recent supplement, modification or superseding filingamendment, each the Company SEC Document filed pursuant to the Exchange Act Documents (i) did not contain any untrue statement of a material fact or omit to state any 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. Each Company SEC Document that is a registration statement, as amended misleading and (ii) complied in all material respects with all applicable requirements of the Exchange Act or supplemented, if applicable, was filed in accordance with the Securities Act, 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 the Company Subsidiaries is subject to the periodic reporting requirements of the Exchange Act. The Company has made available to the Parent Entities all comment letters and all material correspondence between the SEC, on the one hand, and the Company or the Partnership, on the other hand, since January 1, 2020. As of the date hereof, there are no material outstanding or unresolved comments received from the SEC with respect to any of the Company SEC Documents filed or furnished by the Company or the Partnership with the SEC and, as of the date such registration statement or amendment became effectivehereof, 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. All Company's knowledge, none of the Company SEC Documents is the subject of ongoing SEC review. The audited consolidated financial statements and unaudited consolidated interim financial statements of the Company (including, in each case, any notes and schedules thereto) and the consolidated Company Subsidiaries included in or incorporated by reference into the Company SEC Documents (collectively, the "Company Financial Statements") (i) have been derived from the accounting books and records of the Company and the Company Subsidiaries, (ii) have been were prepared in accordance with generally accepted accounting principles as applied in the United States, States ("GAAP") (as in effect in the United States on the date of such Company Financial Statement) applied on a consistent basis (“GAAP”) during the periods involved (except as may be indicated in the notes thereto and exceptor, in the case of the unaudited interim statements of the Companyfinancial statements, as may be permitted in accordance with Form 10-Q, 8-K or any successor form under the Exchange Actby SEC rules and regulations) and (iiiii) fairly present fairly, in all material respects respects, the financial position, the shareholders’ equity, the results of operations and the cash flows position of the Company and its the consolidated Subsidiaries, as applicable, Company Subsidiaries and the results of their operations and their cash flows as of the times dates and for the periods referenced referred to therein (except as may be indicated in the notes thereto and subjector, in the case of unaudited interim financial statements, to for 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.

Company SEC Documents; Financial Statements. (a) Since the Reference DateJanuary 1, 2016, the Company has timely filed with, with or otherwise furnished to, to the SEC all registration statements, prospectuses, forms, reports, schedules, definitive proxy statements, exhibits schedules and other documents (including exhibits, financial statements and schedules thereto and all other information incorporated therein and amendments and supplements thereto) required by it 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 Exchange Act or the Securities Xxxxxxxx-Xxxxx Act of 19332002, as amended (the “Securities Xxxxxxxx-Xxxxx Act”) (such documents and any other documents filed by the Company with the SEC, as they may have been supplemented, modified or amended since the time of filing, including those filed or furnished subsequent to the date hereof, collectively, the “Company SEC Documents”). To the extent that any Company SEC Document filed (including by incorporation by reference) after the Reference Date available on EXXXX 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 to the extent permissible by law. As of its their respective filing (or furnishing date furnishing) dates or, if supplemented, modified or amended prior to since the date time of this Agreementfiling, as of the date of the last such amendment most recent supplement, modification or superseding filing (andamendment, in the case of registration statements, on the dates of effectiveness), each Company SEC Document has complied in all material respects with the applicable requirements of the Exchange Act, the Securities Act and the Sxxxxxxx-Xxxxx Act of 2002 Documents (the “Sxxxxxxx-Xxxxx Act”), as the case may be, and the rules and regulations of the SEC promulgated thereunder applicable to such Company SEC 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 i) did not contain any untrue statement of a material fact or omit to state any 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. Each Company SEC Document that is a registration statement, as amended misleading and (ii) complied in all material respects with all applicable requirements of the Exchange Act or supplemented, if applicable, was filed in accordance with the Securities Act, 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 the Company Subsidiaries (other than the Partnership) is currently subject to the periodic reporting requirements of the Exchange Act. The Company has made available to Parent all comment letters and all material correspondence between the SEC, on the one hand, and the Company or the Partnership, on the other hand, since January 1, 2016. As of the date hereof, there are no material outstanding or unresolved comments received from the SEC with respect to any of the Company SEC Documents filed or furnished by the Company or the Partnership with the SEC and, as of the date such registration statement or amendment became effectivehereof, 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. All Company’s knowledge, none of the Company SEC Documents is the subject of ongoing SEC review. The Company is in compliance in all material respects with the applicable provisions of the Xxxxxxxx-Xxxxx Act and the applicable listing and corporate governance rules and regulations of the New York Stock Exchange. The audited consolidated financial statements and unaudited consolidated interim financial statements of the Company (including, in each case, any notes and schedules thereto) and the consolidated Company Subsidiaries included in or incorporated by reference into the Company SEC Documents (collectively, the “Company Financial Statements”) (i) have been derived from the accounting books and records of the Company and the Company Subsidiaries, (ii) have been were prepared in accordance with generally accepted accounting principles as applied in the United States, States (“GAAP”) (as in effect in the United States on the date of such Company Financial Statement) applied on a consistent basis (“GAAP”) during the periods involved (except as may be indicated in the notes thereto and exceptor, in the case of the unaudited interim statements of the Companyfinancial statements, as may be permitted in accordance with Form 10-Q, 8-K or any successor form under the Exchange Actby SEC rules and regulations) and (iiiii) fairly present fairly, in all material respects respects, the financial position, the shareholders’ equity, the results of operations and the cash flows position of the Company and its the consolidated Subsidiaries, as applicable, Company Subsidiaries and the results of their operations and their cash flows as of the times dates and for the periods referenced referred to therein (except as may be indicated in the notes thereto and subjector, in the case of unaudited interim financial statements, to for 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.

Company SEC Documents; Financial Statements. (a) Since the Reference DateDecember 30, 2011, the Company has timely filed with, with or otherwise furnished to, to (as applicable) the SEC all registration statements, prospectuses, forms, reports, schedules, definitive proxy statements, exhibits schedules and other documents (including exhibits, financial statements and schedules thereto and all other information incorporated therein and amendments and supplements thereto) required by it 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 Exchange Act or the Securities Xxxxxxxx-Xxxxx Act of 19332002, as amended (the “Securities Xxxxxxxx-Xxxxx Act”) (such documents and any other documents filed by the Company with the SEC, as have been supplemented, modified or amended since the time of filing, collectively, the “Company SEC Documents”). To the extent that any Company SEC Document filed (including by incorporation by reference) after the Reference Date available on EXXXX 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 to the extent permissible by law. As of its their respective filing or furnishing date dates or, if supplemented, modified or amended prior to since the date time of this Agreementfiling, as of the date of the last such amendment most recent supplement, modification or superseding filing (andamendment, in the case of registration statements, on the dates of effectiveness), each Company SEC Document has complied in all material respects with the applicable requirements of the Exchange Act, the Securities Act and the Sxxxxxxx-Xxxxx Act of 2002 Documents (the “Sxxxxxxx-Xxxxx Act”), as the case may be, and the rules and regulations of the SEC promulgated thereunder applicable to such Company SEC 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 i) did not at the time each such document was filed contain any untrue statement of a material fact or omit to state any 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. Each Company SEC Document that is a registration statement, as amended misleading and (ii) complied in all material respects with all applicable requirements of the Exchange Act or supplemented, if applicable, was filed in accordance with the Securities Act, andas the case may be, and the Xxxxxxxx-Xxxxx Act, and the rules and regulations promulgated thereunder, in each case as in effect on the date each such document was filed. None of the Company Subsidiaries is currently required to file any forms or reports with the SEC. As of the date such registration statement hereof, there are no material outstanding or amendment became effective, did not contain unresolved comments received from the SEC with respect to 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. All of the reports filed by the Company with the SEC. Since December 30, 2011, the Company has been and is in compliance in all material respects with the applicable provisions of the Xxxxxxxx-Xxxxx Act. The audited consolidated financial statements and unaudited consolidated interim financial statements of the Company (including, in each case, any notes thereto) and the consolidated Company Subsidiaries included in or incorporated by reference into the Company SEC Documents (icollectively, the “Company Financial Statements”) have been derived from (x) complied as of their respective dates of filing in all material respects with the then applicable accounting books requirements and records the published rules and regulations of the Company and the Company SubsidiariesSEC with respect thereto, (iiy) have been were prepared in accordance conformity with generally accepted accounting principles GAAP (as in effect in the United States, States on the date of such Company Financial Statement) applied on a consistent basis (“GAAP”) during the periods involved (except as may be indicated in the notes thereto and exceptor, in the case of the unaudited interim statements of the Companyfinancial statements, as may be permitted for normal and recurring year-end adjustments that were not (or will not be) material in accordance with Form 10-Q, 8-K amount or any successor form under the Exchange Acteffect) and (iiiz) fairly present fairly, in all material respects respects, the financial position, the shareholders’ equity, the results of operations and the cash flows position of the Company and its the consolidated Subsidiaries, as applicable, Company Subsidiaries and the results of their operations and their cash flows as of the times dates and for the periods referenced referred to therein (except as may be indicated in the notes thereto and subjector, in the case of unaudited interim financial statements, to for normal and recurring year-end adjustments, none of which, individually adjustments that were not (or will not be) material in the aggregate, will be materialamount or effect). No Neither the Company nor any Company Subsidiary is required a party to, or has any commitment to file or furnish become a party to any form, report or other document with “off-balance sheet arrangements” (as defined in Item 303(a) of Regulation S-K of the SEC), 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 the Company Subsidiaries, in the Company Financial Statements or the Company SEC Documents.

Company SEC Documents; Financial Statements. (a) Since the Reference DateJanuary 1, 2021, the Company has timely filed with, with or furnished to, to (as applicable) the SEC all registration statements, prospectuses, forms, reports, schedules, definitive proxy statements, schedules and documents and related exhibits and other documents (including exhibits, financial statements and schedules thereto and all other information incorporated therein and amendments and supplements thereto) required by it 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 Exchange Act or the Securities Sxxxxxxx-Xxxxx Act of 19332002, as amended (the “Securities Sxxxxxxx-Xxxxx Act”) (such documents and any other documents filed or furnished by the Company with the SEC since January 1, 2021, as have been supplemented, modified or amended since the time of filing, collectively, the “Company SEC Documents”). To the extent that any Company SEC Document filed (including by incorporation by reference) after the Reference Date available on EXXXX 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 to the extent permissible by law. As of its their respective filing or furnishing date dates or, if supplemented, modified or amended prior to since the date time of this Agreementfiling, as of the date of the last such amendment most recent supplement, modification or superseding filing (andamendment, in the case of registration statements, on the dates of effectiveness), each Company SEC Document has complied in all material respects with the applicable requirements of the Exchange Act, the Securities Act and the Sxxxxxxx-Xxxxx Act of 2002 Documents (the “Sxxxxxxx-Xxxxx Act”), as the case may be, and the rules and regulations of the SEC promulgated thereunder applicable to such Company SEC 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 a) did not contain any untrue statement of a material fact or omit to state any 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. Each Company SEC Document that is a registration statement, misleading and (b) complied as amended to form in all material respects with all applicable requirements of the Exchange Act or supplemented, if applicable, was filed in accordance with the Securities Act, andas 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 the Company Subsidiaries is currently required to file periodic reports with the SEC. As of the date such registration statement of this Agreement, there are no material outstanding or amendment became effective, did not contain unresolved comments received from the SEC with respect to 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. All of the audited financial statements reports filed by the Company with the SEC. Since December 31, 2021, the Company has been and unaudited interim financial statements is in compliance in all material respects with the applicable provisions of the Sxxxxxxx-Xxxxx Act and the applicable listing and corporate governance rules and regulations of the Nasdaq. Neither the Company nor any Company Subsidiary has outstanding, or has arranged any outstanding, “extension of credit” to any director or executive officer within the meaning of Section 402 of the Sxxxxxxx-Xxxxx Act. With respect to each annual report on Form 10-K and each quarterly report on Form 10-Q included in the Company SEC Documents (i) have been derived from Documents, the accounting books “principal executive officer” and records “principal financial officer” of the Company and (as such terms are defined under the Company Subsidiaries, (iiSxxxxxxx-Xxxxx Act) 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 made all certifications required by Rules 13a-14 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 15d-14 under the Exchange Act) Act and (iii) fairly present in all material respects the financial position, the shareholders’ equity, the results of operations Sections 302 and the cash flows 906 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 yearSxxxxxxx-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 SECXxxxx Act.

Company SEC Documents; Financial Statements. (a) Since the Reference DateDecember 30, 2011, the Company has timely filed with, with or otherwise furnished to, to (as applicable) the SEC all registration statements, prospectuses, forms, reports, schedules, definitive proxy statements, exhibits schedules and other documents (including exhibits, financial statements and schedules thereto and all other information incorporated therein and amendments and supplements thereto) required by it 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 Exchange Act or the Securities Act Saxxxxxx-Xxxxx Xct of 19332002, as amended (the “Securities ActSaxxxxxx-Xxxxx Xct”) (such documents and any other documents filed by the Company with the SEC, as have been supplemented, modified or amended since the time of filing, collectively, the “Company SEC Documents”). To the extent that any Company SEC Document filed (including by incorporation by reference) after the Reference Date available on EXXXX 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 to the extent permissible by law. As of its their respective filing or furnishing date dates or, if supplemented, modified or amended prior to since the date time of this Agreementfiling, as of the date of the last such amendment most recent supplement, modification or superseding filing (andamendment, in the case of registration statements, on the dates of effectiveness), each Company SEC Document has complied in all material respects with the applicable requirements of the Exchange Act, the Securities Act and the Sxxxxxxx-Xxxxx Act of 2002 Documents (the “Sxxxxxxx-Xxxxx Act”), as the case may be, and the rules and regulations of the SEC promulgated thereunder applicable to such Company SEC 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 i) did not at the time each such document was filed contain any untrue statement of a material fact or omit to state any 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. Each Company SEC Document that is a registration statement, as amended misleading and (ii) complied in all material respects with all applicable requirements of the Exchange Act or supplemented, if applicable, was filed in accordance with the Securities Act, andas the case may be, and the Saxxxxxx-Xxxxx Xct, and the rules and regulations promulgated thereunder, in each case as in effect on the date each such document was filed. None of the Company Subsidiaries is currently required to file any forms or reports with the SEC. As of the date such registration statement hereof, there are no material outstanding or amendment became effective, did not contain unresolved comments received from the SEC with respect to 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. All of the reports filed by the Company with the SEC. Since December 30, 2011, the Company has been and is in compliance in all material respects with the applicable provisions of the Saxxxxxx-Xxxxx Xct. The audited consolidated financial statements and unaudited consolidated interim financial statements of the Company (including, in each case, any notes thereto) and the consolidated Company Subsidiaries included in or incorporated by reference into the Company SEC Documents (icollectively, the “Company Financial Statements”) have been derived from (x) complied as of their respective dates of filing in all material respects with the then applicable accounting books requirements and records the published rules and regulations of the Company and the Company SubsidiariesSEC with respect thereto, (iiy) have been were prepared in accordance conformity with generally accepted accounting principles GAAP (as in effect in the United States, States on the date of such Company Financial Statement) applied on a consistent basis (“GAAP”) during the periods involved (except as may be indicated in the notes thereto and exceptor, in the case of the unaudited interim statements of the Companyfinancial statements, as may be permitted for normal and recurring year-end adjustments that were not (or will not be) material in accordance with Form 10-Q, 8-K amount or any successor form under the Exchange Acteffect) and (iiiz) fairly present fairly, in all material respects respects, the financial position, the shareholders’ equity, the results of operations and the cash flows position of the Company and its the consolidated Subsidiaries, as applicable, Company Subsidiaries and the results of their operations and their cash flows as of the times dates and for the periods referenced referred to therein (except as may be indicated in the notes thereto and subjector, in the case of unaudited interim financial statements, to for normal and recurring year-end adjustments, none of which, individually adjustments that were not (or will not be) material in the aggregate, will be materialamount or effect). No Neither the Company nor any Company Subsidiary is required a party to, or has any commitment to file or furnish become a party to any form, report or other document with “off-balance sheet arrangements” (as defined in Item 303(a) of Regulation S-K of the SEC.), 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 the Company Subsidiaries, in the Company Financial Statements or the Company SEC Documents. Exhibit 2.1

Company SEC Documents; Financial Statements. (a) Since the Reference DateJanuary 1, 2020, the Company has timely filed with, with or otherwise furnished to, to the SEC all registration statements, prospectuses, forms, reports, schedules, definitive proxy statements, exhibits schedules and other documents (including exhibits, financial statements and schedules thereto and all other information incorporated therein and amendments and supplements thereto) required by it 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 Exchange Act or the Securities Xxxxxxxx-Xxxxx Act of 1933, as amended 2002 (the “Securities Xxxxxxxx-Xxxxx Act”) (such documents and any other documents filed by the Company with the SEC, as they may have been supplemented, modified or amended since the time of filing, including those filed or furnished subsequent to the date hereof, collectively, the “Company SEC Documents”). To the extent that any Company SEC Document filed (including by incorporation by reference) after the Reference Date available on EXXXX 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 to the extent permissible by law. As of its their respective filing (or furnishing date furnishing) dates or, if supplemented, modified or amended prior to since the date time of this Agreementfiling, as of the date of the last such amendment most recent supplement, modification or superseding filing (andamendment, in the case of registration statements, on the dates of effectiveness), each Company SEC Document has complied in all material respects with the applicable requirements of the Exchange Act, the Securities Act and the Sxxxxxxx-Xxxxx Act of 2002 Documents (the “Sxxxxxxx-Xxxxx Act”), as the case may be, and the rules and regulations of the SEC promulgated thereunder applicable to such Company SEC 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 i) did not contain any untrue statement of a material fact or omit to state any 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. Each Company SEC Document that is a registration statement, as amended misleading and (ii) complied in all material respects with all applicable requirements of the Exchange Act or supplemented, if applicable, was filed in accordance with the Securities Act, 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. As of the date hereof, none of the Company Subsidiaries is currently subject to the periodic reporting requirements of the Exchange Act. The Company has made available to Parent all comment letters and all material correspondence between the SEC, on the one hand, and the Company or the Partnership, on the other hand, since January 1, 2020. As of the date hereof, there are no material outstanding or unresolved comments received from the SEC with respect to any of the Company SEC Documents filed or furnished by the Company or the Partnership with the SEC and, as of the date such registration statement or amendment became effectivehereof, 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. All Company’s knowledge, none of the Company SEC Documents is the subject of ongoing SEC review. The Company is in compliance in all material respects with the applicable provisions of the Xxxxxxxx-Xxxxx Act and the applicable listing and corporate governance rules and regulations of the New York Stock Exchange. The audited consolidated financial statements and unaudited consolidated interim financial statements of the Company (including, in each case, any notes and schedules thereto) and the consolidated Company Subsidiaries included in or incorporated by reference into the Company SEC Documents (collectively, the “Company Financial Statements”) (i) have been derived from the accounting books and records of the Company and the Company Subsidiaries, (ii) have been were prepared in accordance with generally accepted accounting principles as applied in the United States, States (“GAAP”) (as in effect in the United States on the date of such Company Financial Statement) applied on a consistent basis (“GAAP”) during the periods involved (except as may be indicated in the notes thereto and exceptor, in the case of the unaudited interim statements of the Companyfinancial statements, as may be permitted in accordance with Form 10-Q, 8-K or any successor form under the Exchange Actby SEC rules and regulations) and (iiiii) fairly present fairly, in all material respects respects, the financial position, the shareholders’ equity, the results of operations and the cash flows position of the Company and its the consolidated Subsidiaries, as applicable, Company Subsidiaries and the results of their operations and their cash flows as of the times dates and for the periods referenced referred to therein (except as may be indicated in the notes thereto and subjector, in the case of unaudited interim financial statements, to for 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.

Company SEC Documents; Financial Statements. (a) Since the Reference DateJanuary 1, 2013, the Company has timely filed with, with or otherwise furnished to, to (as applicable) the SEC all registration statements, prospectuses, forms, reports, schedules, definitive proxy statements, exhibits schedules and other documents (including exhibits, financial statements and schedules thereto and all other information incorporated therein and amendments and supplements thereto) required by it 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 Exchange Act or the Securities Xxxxxxxx-Xxxxx Act of 19332002, as amended (the “Securities Xxxxxxxx-Xxxxx Act”) (such documents and any other documents filed by the Company with the SEC, as have been supplemented, modified or amended since the time of filing, including those filed or furnished subsequent to the date hereof, collectively, the “Company SEC Documents”). To the extent that any Company SEC Document filed (including by incorporation by reference) after the Reference Date available on EXXXX 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 to the extent permissible by law. As of its their respective filing (or furnishing date furnishing) dates or, if supplemented, modified or amended prior to since the date time of this Agreementfiling, as of the date of the last such amendment most recent supplement, modification or superseding filing (andamendment, in the case of registration statements, on the dates of effectiveness), each Company SEC Document has complied in all material respects Documents (a) did not contain (and any Company SEC Documents filed with the applicable requirements of the Exchange Act, the Securities Act and the Sxxxxxxx-Xxxxx Act of 2002 (the “Sxxxxxxx-Xxxxx Act”), as the case may be, and the rules and regulations of or furnished to the SEC promulgated thereunder applicable to such Company SEC 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 hereof will not contain contain) any untrue statement of a material fact or omit to state any 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. Each Company SEC Document that is a registration statement, as amended misleading and (b) complied in all material respects with all applicable requirements of the Exchange Act or supplemented, if applicable, was filed in accordance with the Securities Act, 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 the Company Subsidiaries is currently required to file any forms or reports with the SEC. The Company has made available to Parent all comment letters and all material correspondence between the SEC, on the one hand, and the Company or the Operating Partnership, on the other hand, since January 1, 2013. As of the date hereof, there are no material outstanding or unresolved comments received from the SEC with respect to any of the reports filed or furnished by the Company with the SEC and, as of the date such registration statement or amendment became effectivehereof, 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. All Company’s knowledge, none of the Company SEC Documents is the subject of ongoing SEC review. The Company is in compliance in all material respects with the applicable provisions of the Xxxxxxxx-Xxxxx Act and the applicable listing and corporate governance rules and regulations of the 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) and the consolidated Company Subsidiaries included in or incorporated by reference into the Company SEC Documents (collectively, the “Company Financial Statements”) (i) have been derived from the accounting books and records of the Company and the Company Subsidiaries, (ii) have been were prepared in accordance with generally accepted accounting principles GAAP (as in effect in the United States, States on the date of such Company Financial Statement) applied on a consistent basis (“GAAP”) during the periods involved (except as may be indicated in the notes thereto and exceptor, in the case of the unaudited interim statements of the Companyfinancial statements, as may be permitted in accordance with Form 10-Q, 8-K or any successor form under the Exchange Actby SEC rules and regulations) and (iiiii) fairly present fairly, in all material respects respects, the financial position, the shareholders’ equity, the results of operations and the cash flows position of the Company and its the consolidated Subsidiaries, as applicable, Company Subsidiaries and the results of their operations and their cash flows as of the times dates and for the periods referenced referred to therein (except as may be indicated in the notes thereto and subjector, in the case of unaudited interim financial statements, to for normal and recurring year-end adjustments, none of which, individually or in the aggregate, will be material). No Neither the Company Subsidiary nor any of the Company Subsidiaries is required to file or furnish any formbe registered under the Investment Company Act of 1940, report or other document with the SECas amended.

Company SEC Documents; Financial Statements. (a) Since the Reference DateJanuary 1, 2015, the Company has timely filed with, with or furnished to, to (as applicable) the SEC on a timely basis all registration statements, prospectuses, forms, reports, definitive proxy statements, schedules, statements, exhibits statements and other documents (including exhibits, financial statements and schedules thereto and all other information incorporated therein and amendments and supplements thereto) required by it 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 Exchange Act or the Securities Xxxxxxxx-Xxxxx Act of 19332002, as amended (the “Securities Xxxxxxxx-Xxxxx Act”) (such documents and any other documents filed or furnished by the Company with the SEC, as have been supplemented, modified or amended since the time of filing, collectively, the “Company SEC Documents”). To the extent that any Company SEC Document filed (including by incorporation by reference) after the Reference Date available on EXXXX 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 to the extent permissible by law. As of its their respective filing or furnishing date dates (or, if supplemented, modified or amended since the time of filing and prior to the date of this Agreement, as of the date of the last such amendment most recent supplement, modification or superseding filing (and, in the case of registration statements, on the dates of effectivenessamendment), each the Company SEC Document has complied in all material respects with the applicable requirements of the Exchange Act, the Securities Act and the Sxxxxxxx-Xxxxx Act of 2002 Documents (the “Sxxxxxxx-Xxxxx Act”), as the case may be, and the rules and regulations of the SEC promulgated thereunder applicable to such Company SEC 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 i) did not contain any untrue statement of a material fact or omit to state any 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. Each Company SEC Document that is a registration statement, misleading and (ii) complied as amended to form in all material respects with all applicable requirements of the Exchange Act or supplemented, if applicable, was filed in accordance with the Securities Act, andas 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 the Company Subsidiaries is currently required to file periodic reports with the SEC. As of the date such registration statement of this Agreement, there are no outstanding or amendment became effective, did not contain any untrue statement of a material fact or omit unresolved comments received from the SEC with respect to state any material fact required to be stated therein or necessary in order to make the statements made therein not misleading. 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 Documents. Since January 1, 2015, the Company has been and the Company Subsidiaries, (ii) have been prepared is 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 (iii) fairly present compliance in all material respects with the financial position, applicable provisions of the shareholders’ equity, the results of operations Xxxxxxxx-Xxxxx Act and the cash flows applicable listing and corporate governance rules and regulations 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 SECNASDAQ.