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

Company SEC Documents; Financial Statements. (a) Except as set forth in Section 4.5 of the Company Disclosure Letter, the Company has timely filed with or furnished to, as applicable, the SEC all Company SEC Documents. Except to the extent amended or superseded by a subsequent filing with the SEC made prior to the date hereof, as of their respective dates (and if so amended or superseded, then on the date of such subsequent filing), the Company SEC Documents (i) did not contain any untrue statement of a material fact or omit to state a material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 (ii) complied in all material respects with the applicable requirements of the Exchange Act and the Securities Act, each as in effect on the date so filed. Notwithstanding the foregoing, the Company makes no representation or warranty with respect to any information supplied by Parent or Merger Subsidiary relating to Parent, Merger Subsidiary or any Affiliate thereof (other than the Company or any of its Subsidiaries), as the case may be, expressly for inclusion or incorporation by reference in the Proxy Statement. None of the Company’s Subsidiaries is required to file any forms, reports or other documents with the SEC. (b) Each of (i) the consolidated balance sheets included in the Company SEC Documents (including the related notes and schedules) was prepared in accordance with GAAP in all material respects applied on a consistent basis throughout the periods covered and fairly presents, in all material respects, the consolidated financial position of the Company and its Subsidiaries at the respective dates thereof, and (ii) the related consolidated statements of earnings, cash flows and stockholders’ equity included in the Company SEC Documents (including the related notes and schedules) were prepared in accordance with GAAP in all material respects applied on a consistent basis throughout the periods covered and fairly present in all material respects, the results of operations and cash flows of the Company and its Subsidiaries for the periods indicated (subject, in the case of each of clause (i) and (ii), to normal and/or recurring year-end adjustments and the absence of full footnote disclosure in the case of unaudited financial statements, none of which, individually or in the aggregate, has had or could reasonably be expected to have a Company Material Adverse Effect).

Company SEC Documents; Financial Statements. (a) Except as set forth in Section 4.5 of the Company Disclosure LetterSince January 1, 2016, the Company has timely filed with or furnished to, to (as applicable, ) the SEC all registration statements, prospectuses, forms, reports, definitive proxy statements, schedules and documents 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, as have been supplemented, modified or amended since the time of filing, collectively, the “Company SEC Documents”). Except to As of their respective filing dates or, if supplemented, modified or amended since the extent amended or superseded by a subsequent filing with the SEC made prior to the date hereoftime of filing, as of their respective dates (and if so amended or superseded, then on the date of such subsequent filing)the most recent supplement, modification or amendment, the Company SEC Documents (i) 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, misleading and (ii) complied as to form in all material respects with all applicable requirements of the Exchange Act or 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 periodic reports with 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 reports filed by the Company with the SEC. Since January 1, 2016, the Company has been and is in compliance in all material respects with the applicable requirements provisions of the Exchange Xxxxxxxx-Xxxxx Act and the Securities Act, each as in effect on applicable listing and corporate governance rules and regulations of the date so filedNASDAQ. Notwithstanding the foregoing, The audited consolidated financial statements and unaudited consolidated interim financial statements of the Company makes no representation (including, in each case, any notes thereto) and the consolidated Company Subsidiaries included in or warranty with respect to any information supplied by Parent or Merger Subsidiary relating to Parent, Merger Subsidiary or any Affiliate thereof (other than the Company or any of its Subsidiaries), as the case may be, expressly for inclusion or incorporation incorporated by reference in the Proxy Statement. None of the Company’s Subsidiaries is required to file any forms, reports or other documents with the SEC. (b) Each of (i) the consolidated balance sheets included in into the Company SEC Documents (including collectively, the related “Company Financial Statements”) (x) were, except as may be indicated in the notes and schedules) was thereto, prepared in accordance with GAAP (as in all material respects effect in the United States on the date of such Company Financial Statement) applied on a consistent basis throughout during the periods covered involved except, in the case of unaudited statements, as permitted by SEC rules and fairly presentsregulations and (y) present fairly, in all material respects, the consolidated financial position of the Company and its the consolidated Company Subsidiaries at the respective dates thereof, and (ii) the related consolidated statements of earnings, cash flows and stockholders’ equity included in the Company SEC Documents (including the related notes and schedules) were prepared in accordance with GAAP in all material respects applied on a consistent basis throughout the periods covered and fairly present in all material respects, the results of their operations and their cash flows as of the Company dates and its Subsidiaries for the periods referred to therein (except as may be indicated (subjectin the notes thereto or, in the case of each of clause (i) and (ii)interim financial statements, to for normal and/or recurring year-end adjustments and that were not or will not be material in amount or effect). There are no unconsolidated Subsidiaries of the absence of full footnote disclosure in the case of unaudited financial statements, none of which, individually or in the aggregate, has had or could reasonably be expected to have a Company Material Adverse Effect)Company.

Company SEC Documents; Financial Statements. (a) Except as set forth in Section 4.5 of the Company Disclosure Letter, the The Company has timely filed with with, or furnished to, as applicable, the SEC all forms, documents, schedules, statements and reports (including exhibits and other information incorporated therein and including the Proxy Statement when filed) required to be filed or furnished by it with the SEC since December 31, 2005 (such documents, together with any documents filed or furnished by the Company with the SEC on a voluntary basis on Current Reports on Form 8-K, the “Company SEC Documents”). Except to the extent amended or superseded by a subsequent filing with the SEC made prior to the date hereof, as As of their respective dates (and if so amended or superseded, then on the date of such subsequent filing)dates, the Company SEC Documents (i) did not contain complied in all material respects with the requirements of the Securities Act, the Exchange Act and the Xxxxxxxx-Xxxxx Act of 2002, and the applicable rules and regulations promulgated thereunder, and none of the Company SEC Documents at the time they were filed or furnished 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, made not misleading, and (ii) complied in all material respects with the applicable requirements of the Exchange Act and the Securities Act, each as in effect on the date so filed. Notwithstanding the foregoing, the Company makes no representation or warranty with respect to any information supplied by Parent or Merger Subsidiary relating to Parent, Merger Subsidiary or any Affiliate thereof (other than the Company or any of its Subsidiaries), as the case may be, expressly for inclusion or incorporation by reference in the Proxy Statement. None of the Company’s Subsidiaries is required to file any forms, reports or other documents with the SEC. (b) Each of (i) the consolidated balance sheets financial statements (including all related notes and schedules) of the Company included in the Company SEC Documents (including the related notes and schedules) was prepared in accordance with GAAP fairly presented in all material respects applied on a consistent basis throughout the periods covered and fairly presents, in all material respects, the consolidated financial position of the Company and its Subsidiaries consolidated subsidiaries as at the respective dates thereof, thereof and (ii) the related their consolidated statements of earnings, cash flows and stockholders’ equity included in the Company SEC Documents (including the related notes and schedules) were prepared in accordance with GAAP in all material respects applied on a consistent basis throughout the periods covered and fairly present in all material respects, the results of operations and consolidated cash flows of the Company and its Subsidiaries for the respective periods indicated then ended (subject, in the case of each of clause (i) and (ii)the unaudited statements, to normal and/or recurring year-end audit adjustments and to any other adjustments described therein including the absence of full footnote disclosure notes thereto) in conformity with GAAP (except, in the case of the unaudited financial statements, as permitted by Form 10-Q of the SEC) applied on a consistent basis during the periods involved (except as may be indicated in the notes thereto). (c) Management of the Company has (x) implemented disclosure controls and procedures (as defined in Rule 13a-15(e) of the Exchange Act) that are reasonably designed to ensure that material information relating to the Company, including its consolidated subsidiaries, is made known to the chief executive officer and chief financial officer of the Company by others within those entities, and (y) disclosed, based on its most recent evaluation, to the Company’s outside auditors and the audit committee of the Company’s board of directors (A) all significant deficiencies and material weaknesses in the design or operation of internal controls over financial reporting (as defined in Rule 13a-15(f) of the Exchange Act) which are reasonably likely to adversely affect in any material respect the Company’s ability to record, process, summarize and report financial data 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. Since December 31, 2005, any material change in internal control over financial reporting or failure or inadequacy of disclosure controls required to be disclosed in any Company SEC Document has been so disclosed. (d) Since December 31, 2005, to the knowledge of the Company, (x) none of whichthe Company or any of its subsidiaries, individually or in any director, officer, employee, auditor, accountant or Representative of the aggregateCompany or any of its subsidiaries, has had received any material complaint, allegation, assertion or could reasonably be expected claim, whether written or oral, regarding the accounting or auditing practices, procedures, methodologies or methods of the Company or any of its subsidiaries or their respective internal accounting controls relating to periods after December 31, 2005, including any material complaint, allegation, assertion or claim that the Company or any of its subsidiaries has engaged in questionable accounting or auditing practices (except for any of the foregoing that have been resolved without any material impact and except for any of the foregoing after the date of this Agreement which have no reasonable basis) and (y) 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, relating to periods after December 31, 2005, by the Company Material Adverse Effect)or any of its officers, directors, employees or agents to the Company’s board of directors or any committee thereof or, to the knowledge of the Company, to any director or officer of the Company.

Company SEC Documents; Financial Statements. (a) Except as set forth in Section 4.5 of the Company Disclosure LetterSince January 1, 2018, the Company has timely filed with the SEC, on a timely basis, all required registration statements, forms, documents, proxy statements and reports required to be filed or furnished to, as applicable, the SEC all Company SEC Documents. Except to the extent amended or superseded by a subsequent filing with the SEC made prior to the date hereofhereof by it with the SEC (collectively, and in each case including all exhibits and schedules thereto and documents incorporated by reference therein, including any amendments thereto, the “Company SEC Documents”). As of their respective dates, or, if amended, as of their respective dates (and if so amended or superseded, then on the date of the last such subsequent filing)amendment, the Company SEC Documents complied in all material respects with the requirements of the Securities Act, the Exchange Act and the Sxxxxxxx-Xxxxx Act of 2002 (i) did not contain as amended and including the rules and regulations promulgated thereunder (the “Sxxxxxxx-Xxxxx Act”), as the case may be, and the applicable rules and regulations promulgated thereunder, and none of the Company SEC Documents at the time it was filed 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. As of the date of this Agreement, there are no outstanding or unresolved comments in comment letters received from the SEC or its staff. (b) The consolidated financial statements (including all related notes and (iischedules) of the Company included or incorporated by reference in the Company SEC Documents complied as to form, as of their respective dates of filing with the SEC, in all material respects with all applicable accounting requirements and with the applicable requirements published rules and regulations of the Exchange Act and the Securities Act, each as in effect on the date so filed. Notwithstanding the foregoing, the Company makes no representation or warranty SEC with respect to any information supplied by Parent or Merger Subsidiary relating to Parentthereto, Merger Subsidiary or any Affiliate thereof (other than the Company or any of its Subsidiaries), as the case may be, expressly for inclusion or incorporation by reference in the Proxy Statement. None of the Company’s Subsidiaries is required to file any forms, reports or other documents with the SEC. (b) Each of (i) the consolidated balance sheets included in the Company SEC Documents (including the related notes and schedules) was have been prepared in accordance with GAAP in all material respects applied on a consistent basis throughout during the periods covered involved (except (i) with respect to financial statements included in Company SEC Documents filed as of the date of this Agreement, as may be indicated in the notes thereto or (ii) as permitted by Regulation S-X under the Securities Act) and fairly presents, present in all material respects, respects the consolidated financial position of the Company and its consolidated Subsidiaries as at the respective dates thereof, thereof and (ii) the related their consolidated statements of earnings, cash flows and stockholders’ equity included in the Company SEC Documents (including the related notes and schedules) were prepared in accordance with GAAP in all material respects applied on a consistent basis throughout the periods covered and fairly present in all material respects, the results of operations and consolidated cash flows of the Company and its Subsidiaries for the respective periods indicated then ended (subject, in the case of each of clause (i) and (ii)unaudited statements, to normal and/or recurring year-end adjustments and audit adjustments, to the absence of full footnote disclosure notes and to any other adjustments described therein, including in the case of unaudited financial statements, none of which, individually any notes thereto) in conformity with GAAP (except as may be indicated therein or in the aggregate, has had or could reasonably be expected to have a Company Material Adverse Effectnotes thereto).

Company SEC Documents; Financial Statements. (a) Except as set forth in Section 4.5 of the Company Disclosure Letter, the The Company has timely filed with or furnished toall required reports, as applicableproxy statements, the SEC all Company SEC Documents. Except to the extent amended or superseded by a subsequent filing forms, and other documents with the SEC made since December 31, 1993 and prior to the date hereof, as of this Agreement (the "Company SEC Documents"). As of their respective dates dates, (and if so amended or superseded, then on the date of such subsequent filing), i) the Company SEC Documents complied, and all similar documents filed prior to the Closing Date will comply, in all material respects with the requirements of the Securities Act of 1933, as amended (ithe "Securities Act") did not contain or 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) none of the Company SEC Documents contained, nor will any similar document filed after the date of this Agreement 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, and (ii) complied in all material respects with the applicable requirements . The financial statements of the Exchange Act and the Securities Act, each as in effect on the date so filed. Notwithstanding the foregoing, the Company makes no representation or warranty with respect to any information supplied by Parent or Merger Subsidiary relating to Parent, Merger Subsidiary or any Affiliate thereof (other than the Company or any of its Subsidiaries), as the case may be, expressly for inclusion or incorporation by reference in the Proxy Statement. None of the Company’s Subsidiaries is required to file any forms, reports or other documents with the SEC. (b) Each of (i) the consolidated balance sheets included in the Company SEC Documents (including any similar documents filed after the related notes date of this Agreement) comply as to form in all material respects with applicable accounting requirements and schedules) was the published rules and regulations of the SEC with respect thereto have been prepared in accordance with GAAP generally accepted accounting principles (except, in all material respects the case of unaudited statements, as permitted by Form 10-Q of the SEC) applied on a consistent basis throughout during the periods covered involved (except as may be indicated in the notes thereto) and fairly presents, in all material respects, present the consolidated financial position of the Company and its Subsidiaries at consolidated subsidiaries as of the respective dates thereof, thereof and (ii) the related consolidated statements of earnings, cash flows and stockholders’ equity included in the Company SEC Documents (including the related notes and schedules) were prepared in accordance with GAAP in all material respects applied on a consistent basis throughout the periods covered and fairly present in all material respects, the results of their operations and cash flows of the Company and its Subsidiaries for the periods indicated then ended (subject, in the case of each of clause (i) and (ii)unaudited statements, to normal and/or recurring year-end adjustments audit adjustments). Except as set forth in Schedule 3.05 of the Company Disclosure Schedule and the absence of full footnote disclosure except as set forth in the case Company SEC Documents, and except for liabilities and obligations incurred in the ordinary course of unaudited financial statementsbusiness consistent with past practice since the date of the most recent consolidated balance sheet included in the Company SEC Documents, none neither the Company 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 of the Company and its consolidated subsidiaries or in the notes thereto and which, individually or in the aggregate, has had or could would reasonably be expected to have a Company Material Adverse Effect)material adverse effect.

Company SEC Documents; Financial Statements. (a) Except as set forth in Section 4.5 of the Company Disclosure LetterSince January 1, 1998, the Company has timely filed with or furnished to, as applicable, the SEC all required reports and forms and other documents (the "Company SEC Documents"). Except to the extent amended or superseded by a subsequent filing with the SEC made prior to the date hereof, as As of their respective dates (and if so amended or superseded, then on the date of such subsequent filing)dates, the Company SEC Documents (i) did not contain complied in all material respects with the requirements of the Securities Act or 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 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 which they were made, not misleading. Except to the extent that information contained in any Company SEC Document has been revised or superseded by a later-filed Company SEC Document filed and publicly available prior to the date of this Agreement, and (ii) complied in all material respects with the applicable requirements none of the Exchange Act and Company SEC Documents contains any untrue statement of a material fact or omits to state any material fact required to be stated therein or necessary in order to make the Securities Actstatements therein, each as in effect on light of the date so filedcircumstances under which they were made, not misleading. Notwithstanding the foregoing, The financial statements of the Company makes no representation or warranty with respect to any information supplied by Parent or Merger Subsidiary relating to Parent, Merger Subsidiary or any Affiliate thereof (other than the Company or any of its Subsidiaries), as the case may be, expressly for inclusion or incorporation by reference in the Proxy Statement. None of the Company’s Subsidiaries is required to file any forms, reports or other documents with the SEC. (b) Each of (i) the consolidated balance sheets included in the Company SEC Documents (including comply as to form in all material respects with applicable accounting requirements and the related notes published rules and schedules) was regulations of the SEC with respect thereto, have been prepared in accordance with GAAP generally accepted accounting principles (except, in all material respects the case of unaudited statements, as permitted by Form 10-Q of the SEC) applied on a consistent basis throughout during the periods covered involved (except as may be indicated in the notes thereto) and fairly presents, in all material respects, present the consolidated financial position of the Company and its Subsidiaries at consolidated subsidiaries as of the respective dates thereof, thereof and (ii) the related consolidated statements results of earnings, its operations and cash flows for the periods then ended. Except as set forth in the Company SEC Documents filed prior to the date of this Agreement and stockholders’ equity publicly available and except for liabilities and obligations incurred in the ordinary course of business consistent with past practice since the date of the most recent balance sheet included in the Company SEC Documents Documents, neither the Company nor any of its subsidiaries has any material liabilities or obligations of any nature (including the related notes and scheduleswhether accrued, absolute, contingent or otherwise) were prepared in accordance with GAAP in all material respects applied required by generally accepted accounting principles to be recognized or disclosed on a consistent basis throughout the periods covered and fairly present in all material respects, the results of operations and cash flows balance sheet of the Company and its Subsidiaries for the periods indicated (subject, in the case of each of clause (i) and (ii), to normal and/or recurring year-end adjustments and the absence of full footnote disclosure in the case of unaudited financial statements, none of which, individually consolidated subsidiaries or in the aggregate, has had or could reasonably be expected to have a Company Material Adverse Effect)notes thereto.

Company SEC Documents; Financial Statements. (a) Except as set forth in Section 4.5 of the Company Disclosure LetterSince December 31, the Company 2011, Stream has timely filed with with, or furnished to, as applicable, the SEC on a timely basis, all of the Company SEC Documents. Except With respect to the extent amended or superseded by a subsequent filing with the Company SEC made prior to the date hereofDocuments filed since December 31, 2011, except as set forth on Schedule 3.04(a), as of their respective (i) effective dates (and if so amended in the case of Company SEC Documents that are registration statements filed pursuant to the requirements of the Securities Act) or superseded(ii) SEC filing dates (in the case of all other Company SEC Documents), then on the date of such subsequent filing)as applicable, the Company SEC Documents complied as to form in all material respects with the applicable requirements of the Securities Act, the Exchange Act or the Xxxxxxxx-Xxxxx Act, as applicable, and any rules and regulations promulgated thereunder applicable to the Company SEC Documents, and none of the Company SEC Documents as of such dates (ior, if amended, 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 (ii) complied in all material respects with the applicable requirements of the Exchange Act and the Securities Act, each as in effect on the date so filed. Notwithstanding the foregoing, the Company makes no representation or warranty with respect to any information supplied by Parent or Merger Subsidiary relating to Parent, Merger Subsidiary or any Affiliate thereof (other than the Company or any of its Subsidiaries), as the case may be, expressly for inclusion or incorporation by reference in the Proxy Statement. None of the Company’s Subsidiaries is required to file any forms, reports or other documents with the SEC. (b) Each of the Financial Statements and related notes (i) the consolidated balance sheets included in the Company SEC Documents (including the related notes and schedules) was prepared from and are in accordance with the books and records of Stream and its Subsidiaries, (ii) has been prepared in all material respects in accordance with GAAP in all material respects applied on a consistent basis throughout the periods covered involved (except as (A) may be indicated in the notes thereto, (B) permitted by Regulation S-X and, (C) in the case of unaudited interim financial statements, permitted by the SEC) and (iii) fairly presents, presents in all material respects, respects the consolidated financial position of the Company Stream and its Subsidiaries at the respective dates thereof, thereof and (ii) the related consolidated statements of earnings, cash flows and stockholders’ equity included in the Company SEC Documents (including the related notes and schedules) were prepared in accordance with GAAP in all material respects applied on a consistent basis throughout the periods covered and fairly present in all material respects, the results of Stream’s and its Subsidiaries’ operations and cash flows of the Company and its Subsidiaries for the periods indicated (therein, subject, in the case of each of clause (i) and (ii)unaudited interim financial statements, to normal and/or recurring and year-end audit adjustments as permitted by GAAP and the absence applicable rules and regulations of full footnote disclosure the SEC and any other adjustments described therein, including in the case of unaudited financial statements, none of which, individually or in the aggregate, has had or could reasonably be expected to have a Company Material Adverse Effect)notes thereto.

Company SEC Documents; Financial Statements. (a) Except as set forth in Section 4.5 of the Company Disclosure Letter, the The Company has timely filed with with, or furnished to, as applicable, the SEC all forms, documents, schedules, statements and reports (including exhibits and other information incorporated therein and including the Proxy Statement when filed) required to be filed or furnished by it with the SEC since December 31, 2005 (such documents, together with any documents filed or furnished by the Company with the SEC on a voluntary basis on Current Reports on Form 8-K, the “Company SEC Documents”). Except to the extent amended or superseded by a subsequent filing with the SEC made prior to the date hereof, as As of their respective dates (and if so amended or superseded, then on the date of such subsequent filing)dates, the Company SEC Documents (i) did not contain complied in all material respects with the requirements of the Securities Act, the Exchange Act and the Sxxxxxxx-Xxxxx Act of 2002, and the applicable rules and regulations promulgated thereunder, and none of the Company SEC Documents at the time they were filed or furnished 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, made not misleading, and (ii) complied in all material respects with the applicable requirements of the Exchange Act and the Securities Act, each as in effect on the date so filed. Notwithstanding the foregoing, the Company makes no representation or warranty with respect to any information supplied by Parent or Merger Subsidiary relating to Parent, Merger Subsidiary or any Affiliate thereof (other than the Company or any of its Subsidiaries), as the case may be, expressly for inclusion or incorporation by reference in the Proxy Statement. None of the Company’s Subsidiaries is required to file any forms, reports or other documents with the SEC. (b) Each of (i) the consolidated balance sheets financial statements (including all related notes and schedules) of the Company included in the Company SEC Documents (including the related notes and schedules) was prepared in accordance with GAAP fairly presented in all material respects applied on a consistent basis throughout the periods covered and fairly presents, in all material respects, the consolidated financial position of the Company and its Subsidiaries consolidated subsidiaries as at the respective dates thereof, thereof and (ii) the related their consolidated statements of earnings, cash flows and stockholders’ equity included in the Company SEC Documents (including the related notes and schedules) were prepared in accordance with GAAP in all material respects applied on a consistent basis throughout the periods covered and fairly present in all material respects, the results of operations and consolidated cash flows of the Company and its Subsidiaries for the respective periods indicated then ended (subject, in the case of each of clause (i) and (ii)the unaudited statements, to normal and/or recurring year-end audit adjustments and to any other adjustments described therein including the absence of full footnote disclosure notes thereto) in conformity with GAAP (except, in the case of the unaudited financial statements, as permitted by Form 10-Q of the SEC) applied on a consistent basis during the periods involved (except as may be indicated in the notes thereto). (c) Management of the Company has (x) implemented disclosure controls and procedures (as defined in Rule 13a-15(e) of the Exchange Act) that are reasonably designed to ensure that material information relating to the Company, including its consolidated subsidiaries, is made known to the chief executive officer and chief financial officer of the Company by others within those entities, and (y) disclosed, based on its most recent evaluation, to the Company’s outside auditors and the audit committee of the Company’s board of directors (A) all significant deficiencies and material weaknesses in the design or operation of internal controls over financial reporting (as defined in Rule 13a-15(f) of the Exchange Act) which are reasonably likely to adversely affect in any material respect the Company’s ability to record, process, summarize and report financial data 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. Since December 31, 2005, any material change in internal control over financial reporting or failure or inadequacy of disclosure controls required to be disclosed in any Company SEC Document has been so disclosed. (d) Since December 31, 2005, to the knowledge of the Company, (x) none of whichthe Company or any of its subsidiaries, individually or in any director, officer, employee, auditor, accountant or Representative of the aggregateCompany or any of its subsidiaries, has had received any material complaint, allegation, assertion or could reasonably be expected claim, whether written or oral, regarding the accounting or auditing practices, procedures, methodologies or methods of the Company or any of its subsidiaries or their respective internal accounting controls relating to periods after December 31, 2005, including any material complaint, allegation, assertion or claim that the Company or any of its subsidiaries has engaged in questionable accounting or auditing practices (except for any of the foregoing that have been resolved without any material impact and except for any of the foregoing after the date of this Agreement which have no reasonable basis) and (y) 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, relating to periods after December 31, 2005, by the Company Material Adverse Effect)or any of its officers, directors, employees or agents to the Company’s board of directors or any committee thereof or, to the knowledge of the Company, to any director or officer of the Company.

Company SEC Documents; Financial Statements. (a) Except as set forth in Section 4.5 of the Company Disclosure LetterSince January 1, 2022, the Company has timely filed with or furnished to, as applicable, with the SEC all Company SEC Documents. Except material forms, documents, statements, schedules, certifications and reports required to the extent amended be filed or superseded by a subsequent filing with the SEC made furnished prior to the date hereofhereof by it with the SEC (such forms, documents, and reports filed with the SEC, including any amendments thereto, the “Company SEC Documents”). As of their respective dates, or, if amended, as of their respective dates (and if so amended or superseded, then on the date of the last such subsequent filing)amendment, the Company SEC Documents complied in all material respects with the requirements of the Securities Act, the Exchange Act, and the Sxxxxxxx-Xxxxx Act of 2002 (i“SOX”), as the case may be, and the applicable rules and regulations promulgated thereunder, and none of the Company SEC Documents at the time it was filed (or, 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 (ii) complied in all material respects with . No Subsidiary of the applicable Company is subject to the periodic reporting requirements of the Exchange Act and the Securities Act, each as in effect on the date so filed. Notwithstanding the foregoing, neither the Company makes no representation nor any Subsidiary of the Company is subject to the periodic reporting or warranty corporate governance requirements of any foreign Governmental Authority that performs a similar function to that of the SEC or the requirements of any securities exchange or quotation system, other than the Company’s obligations with respect to any information supplied by Parent or Merger Subsidiary relating to Parent, Merger Subsidiary or any Affiliate thereof (other than the Company or any listing of its Subsidiaries), as Company Common Stock or the case may be, expressly for inclusion or incorporation by reference in the Proxy Statement. None of the Company’s Subsidiaries is required to file any forms, reports or other documents with the SECNASDAQ Global Market. (b) Each The consolidated financial statements (including all related notes) of (i) the consolidated balance sheets Company included in the Company SEC Documents (including the related notes and schedulesi) was prepared in accordance with GAAP comply as to form in all material respects applied on a consistent basis throughout with the periods covered published rules and regulations of the SEC applicable thereto and (ii) fairly presents, present in all material respects, respects the consolidated financial position of the Company and its consolidated Subsidiaries as at the respective dates thereof, thereof and (ii) the related its consolidated statements of earnings, operations and consolidated statements of cash flows and stockholders’ equity included in the Company SEC Documents (including the related notes and schedules) were prepared in accordance with GAAP in all material respects applied on a consistent basis throughout the periods covered and fairly present in all material respects, the results of operations and cash flows of the Company and its Subsidiaries for the periods indicated then ended (subject, in the case of each of clause (i) and (ii)unaudited interim statements, to normal and/or recurring year-end adjustments and the absence of full footnote disclosure in the case of unaudited financial statementsaudit adjustments, none of which, individually or in the aggregate, has had or could reasonably be which are expected to have a Company Material Adverse Effect, to the absence of notes and to any other adjustments described therein, including in any notes thereto) 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 periods involved (except as may be indicated therein or in the notes thereto).

Company SEC Documents; Financial Statements. (a) Except as set forth in Section 4.5 of the Company Disclosure Letter, the The Company has timely filed all required reports, proxy statements, forms, and other documents required to be filed by it with or furnished to, as applicable, the SEC all since January 1, 2004 (the “Company SEC Documents”). Except to the extent amended or superseded by a subsequent filing with the SEC made prior to the date hereof, as As of their respective dates (and if so amended or superseded, then on the date of such subsequent filing)dates, the Company SEC Documents (i) were prepared in accordance with the applicable requirements of the Securities Act, the Securities Exchange Act of 1934, as amended (the “Exchange Act”), and, in each case, the rules and regulations promulgated thereunder, and (ii) did not not, at the time they were filed, or, if amended, as of the date of such amendment, 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 the light of the circumstances under which they were made, not misleading, and (ii) complied in all material respects with the applicable requirements of the Exchange Act and the Securities Act, each as in effect on the date so filed. Notwithstanding the foregoing, the Company makes no representation or warranty with respect to any information supplied by Parent or Merger Subsidiary relating to Parent, Merger Subsidiary or any Affiliate thereof (other than the Company or any of its Subsidiaries), as the case may be, expressly for inclusion or incorporation by reference in the Proxy Statement. None of the Company’s Subsidiaries is required to file any forms, reports or other documents with the SEC. (b) Each The consolidated financial statements of (i) the consolidated balance sheets Company included in the Company SEC Documents (including comply as to form in all material respects with applicable accounting requirements and the related notes published rules and schedules) was regulations of the SEC with respect thereto, have been prepared in accordance with GAAP United States generally accepted accounting principles (“GAAP”) (except, in all material respects the case of unaudited statements, as permitted by Form 10-Q of the SEC) applied on a consistent basis throughout during the periods covered involved (except as may be indicated in the notes thereto) and fairly presentspresent, in all material respects, the consolidated financial position of the Company and its Subsidiaries at consolidated subsidiaries as of the respective dates thereof, thereof and (ii) the related consolidated statements of earnings, cash flows and stockholders’ equity included in the Company SEC Documents (including the related notes and schedules) were prepared in accordance with GAAP in all material respects applied on a consistent basis throughout the periods covered and fairly present in all material respects, the results of their operations and cash flows of the Company and its Subsidiaries for the periods indicated then ended (subject, in the case of each unaudited statements, to normal year-end audit adjustments). The Company has established and maintains disclosure controls and procedures and has otherwise operated in compliance with the requirements under Rules 13a-15 and 15d-15 of clause the Exchange Act. The Company has designed and 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 regarding the reliability of financial reporting for the Company. (c) Except as and to the extent set forth on the consolidated balance sheet of the Company and its consolidated subsidiaries at December 31, 2005 (the “Balance Sheet Date”) (including the notes thereto) included in Section 3.6 of the Company Disclosure Schedule (the “Balance Sheet”), neither the Company nor any Company Subsidiary has any liability or obligation of any nature (whether accrued, absolute, contingent or otherwise) that would be required to be reflected or reserved against in a consolidated balance sheet of the Company and its consolidated subsidiaries prepared in accordance with GAAP as applied in preparing such balance sheet on the Balance Sheet Date, except for liabilities and obligations incurred (i) and in connection with the transactions contemplated by this Agreement, or (ii), to normal and/or recurring year-end adjustments and the absence of full footnote disclosure ) in the case ordinary course of unaudited financial statements, none of which, individually or business and in a manner consistent with past practice since the aggregate, has had or could Balance Sheet Date that would not reasonably be expected to have a Company Material Adverse Effect). (d) The Company has previously provided or made available to the Acquiror a complete and correct copy of any amendments or modifications effected prior to the date of this Agreement which have not yet been filed with the SEC but which are required to be filed, to agreements, documents or other instruments which previously had been filed by the Company with the SEC as exhibits to the Company SEC Documents pursuant to the Securities Act and the rules and regulations promulgated thereunder or the Exchange Act and the rules and regulations promulgated thereunder and are currently in effect.

Company SEC Documents; Financial Statements. (a) Except as set forth in Section 4.5 of the Company Disclosure LetterSince February 4, 2011, the Company has timely filed with or furnished to, as applicable, otherwise transmitted to the SEC all material forms, statements, schedules, reports or other documents (including exhibits and all information incorporated by reference therein) required to be filed or furnished by the Company with or to the SEC (the “Company SEC Documents”). Except to the extent amended or superseded by a subsequent filing with the SEC made As of their respective dates, or, if amended, prior to the date hereof, as of their respective dates (and if so amended or superseded, then on the date of the last such subsequent filing)amendment, the Company SEC Documents complied in all material respects with the requirements of the Securities Act or the Exchange Act, as the case may be, and the applicable rules and regulations promulgated thereunder, and none of the Company SEC Documents at the time it was filed (ior, if amended, prior to the date hereof, as of the date of the last such 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 (ii) complied in all material respects with . No subsidiary of the applicable Company is subject to the periodic reporting requirements of the Exchange Act and the Securities Act, each as in effect on the date so filed. Notwithstanding the foregoing, the Company makes no representation or warranty with respect to any information supplied by Parent or Merger Subsidiary relating to Parent, Merger Subsidiary or any Affiliate thereof (other than the Company or any of its Subsidiaries), as the case may be, expressly for inclusion or incorporation by reference in the Proxy Statement. None of the Company’s Subsidiaries is otherwise required to file any forms, documents, statements, certifications or reports or other documents with the SEC. There are no outstanding or unresolved comments in comment letters received from the SEC by the Company. 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) Each The consolidated financial statements (including all related notes and schedules) of (i) the consolidated balance sheets Company included in the Company SEC Documents (including the related notes and schedules) was prepared in accordance with GAAP fairly present in all material respects applied on a consistent basis throughout the periods covered and fairly presents, in all material respects, the consolidated financial position of the Company and its Subsidiaries consolidated subsidiaries as at the respective dates thereof, thereof and (ii) the related their consolidated statements of earnings, cash flows and stockholders’ equity included in the Company SEC Documents (including the related notes and schedules) were prepared in accordance with GAAP in all material respects applied on a consistent basis throughout the periods covered and fairly present in all material respects, the results of operations and consolidated cash flows of the Company and its Subsidiaries for the respective periods indicated then ended (subject, in the case of each of clause (i) and (ii)unaudited statements, to normal and/or recurring year-end adjustments and audit adjustments, to the absence of full footnote disclosure notes and to any other adjustments described therein, including in any notes thereto) in conformity with GAAP applied on a consistent basis during the case of unaudited financial statements, none of which, individually periods involved (except as may be indicated therein or in the aggregatenotes thereto) and applicable accounting requirements and published rules and regulations of the SEC. (c) The Company is in compliance in all material respects with the applicable provisions of the Xxxxxxxx-Xxxxx Act of 2002 (as amended, the “Xxxxxxxx-Xxxxx Act”) and the listing application and other rules and regulations of NASDAQ. Since February 4, 2011, neither the Company nor any of its subsidiaries has had made any prohibited loans to any executive officer of the Company (as defined in Rule 3b-7 under the Exchange Act) or could reasonably be expected director of the Company or any of its subsidiaries. There are no outstanding loans or other extensions of credit made by the Company or any of its subsidiaries to have a Company Material Adverse Effect)any executive officer (as defined in Rule 3b-7 under the Exchange Act) or director of the Company.

Company SEC Documents; Financial Statements. (a) Except as set forth in on Section 4.5 4.7 of the Company Disclosure Letter, the Company has timely filed all forms, reports and documents (including all exhibits) required to be filed by it with or furnished tothe Commission since January 1, as applicable2004. (b) Except for the Restatement and Related Matters, the SEC all Company SEC Documents. Except , as finally amended and publicly available prior to the date hereof and except to the extent amended that statements in the Company SEC Documents have been modified or superseded by a subsequent filing with the later Company SEC made Documents filed and publicly available prior to the date hereof, as of their respective dates (and if so amended or superseded, then on the date of such subsequent filing), the Company SEC Documents (i) complied in all material respects with the applicable requirements of the Securities Act or the Exchange Act, as the case may be, and the rules and regulations of the Commission promulgated thereunder, in each case as in effect at the time of its filing, and (ii) did not contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary in order to make the statements made therein, in light of the circumstances under which they were made, not misleading. (c) The unaudited consolidated balance sheet and unaudited consolidated income statement as of and for the year ended December 31, and (ii) complied 2005 set forth on Section 4.7 of the Company Disclosure Letter fairly present in all material respects respects, in conformity with the applicable requirements of the Exchange Act and the Securities ActGAAP, each as in effect on the date so filed. Notwithstanding the foregoing, the Company makes no representation or warranty with respect to any information supplied by Parent or Merger Subsidiary relating to Parent, Merger Subsidiary or any Affiliate thereof (other than the Company or any of its Subsidiaries), as the case may be, expressly for inclusion or incorporation by reference in the Proxy Statement. None of the Company’s Subsidiaries is required to file any forms, reports or other documents with the SEC. (b) Each of (i) the consolidated balance sheets included in the Company SEC Documents (including the related notes and schedules) was prepared in accordance with GAAP in all material respects applied on a consistent basis throughout (except as may be indicated in the periods covered and fairly presents, in all material respectsnotes thereto), the consolidated financial position of the Company as of the date thereof and its Subsidiaries at the respective dates thereofconsolidated results of operations for the year then ended (subject to normal audit adjustments and to any other adjustments described therein). For purposes of this Agreement, the “Company Balance Sheet” means the unaudited consolidated balance sheet of the Company as of December 31, 2005, and (ii) the related “Balance Sheet Date” means December 31, 2005. The audited consolidated statements of earnings, cash flows balance sheet and stockholders’ equity consolidated income statement which will have been included in the Company Company’s annual report on Form 10-K for the year ended December 31, 2005, and which will have been filed with the SEC Documents (including prior to the related notes and schedules) were prepared in accordance with GAAP in all material respects applied on a consistent basis throughout the periods covered and Closing Date, will fairly present in all material respects, in conformity with GAAP, applied on a consistent basis (except as may be indicated in the notes thereto), the consolidated financial position of the Company as of the date thereof and the consolidated results of operations and cash flows of the Company and its Subsidiaries for the periods indicated years then ended (subject, in the case of each of clause (i) and (ii), subject to normal and/or recurring year-end any adjustments and the absence of full footnote disclosure in the case of unaudited financial statements, none of which, individually or in the aggregate, has had or could reasonably be expected to have a Company Material Adverse Effectdescribed therein).

Company SEC Documents; Financial Statements. (a) Except as set forth in Section 4.5 The Company has filed or furnished all reports, schedules, forms, statements and other documents (including exhibits and other information incorporated therein) with the SEC required to be filed or furnished by the Company under the Exchange Act since January 1, 2022 (the “Lookback Date”) (such documents, collectively with any documents filed or furnished during such period by the Company to the SEC on a voluntary basis, any exhibits and schedules to any of the foregoing documents and other information incorporated therein, the “Company SEC Documents”) on a timely basis. Each of the Company Disclosure Letter, the Company has timely filed with or furnished to, as applicable, the SEC all Company SEC Documents. Except to the extent amended or superseded by a subsequent filing with the SEC made prior to the date hereof, as of their respective dates the time of its filing or furnishing (and or, if so amended applicable, as of the time of its most recent amendment or supersededsupplement, then 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 subsequent filingCompany 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 Sxxxxxxx-Xxxxx Act, as applicable to such Company SEC Document. None of the Company SEC Documents when filed or furnished or that will be filed or furnished (i) did not contain 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), contained any untrue statement of a material fact or omit omitted to state a material fact required to be stated therein or necessary in order to make the statements made therein, in the light of the circumstances under which they were made, not misleading, . (b) Each of the consolidated financial statements (including the related notes and schedules thereto) of the Company included in the Company SEC Documents (iior 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 the applicable accounting requirements and the published rules and regulations of the Exchange Act and the Securities Act, each as SEC with respect thereto in effect on at the date so filed. Notwithstanding the foregoingtime of such filing or amendment, the Company makes no representation or warranty with respect to any information supplied by Parent or Merger Subsidiary relating to Parent, Merger Subsidiary or any Affiliate thereof (other than the Company or any of its Subsidiaries), as the case may be, expressly for inclusion or incorporation by reference in the Proxy Statement. None of the Company’s Subsidiaries is required to file any forms, reports or other documents with the SEC. (b) Each of (i) the consolidated balance sheets included in the Company SEC Documents (including the related notes and schedules) was had been prepared in accordance with GAAP applied in a manner consistent throughout the periods involved (except as may be indicated in the notes thereto or, in the case of unaudited statements, as permitted by the rules and regulations of the SEC) and fairly presented in all material respects applied on a consistent basis throughout the periods covered and fairly presents, in all material respects, the consolidated financial position of the Company and its consolidated Subsidiaries at as of the respective dates thereof, thereof and (ii) the related consolidated statements of earnings, cash flows and stockholders’ equity included in the Company SEC Documents (including the related notes and schedules) were prepared in accordance with GAAP in all material respects applied on a consistent basis throughout the periods covered and fairly present in all material respects, the results of its operations and cash flows of the Company and its Subsidiaries for the periods indicated then ended (subject, in the case of each unaudited statements, to normal period-end audit adjustments that were not and are not material individually or in the aggregate). There are no outstanding comments from the SEC with respect to any of clause the Company SEC Documents, and to the Knowledge of the Company, none of the Company SEC Documents filed or furnished since the Lookback Date is 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 and 15d-15, as applicable, under the Exchange Act). Such disclosure controls and procedures are designed 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 the SEC’s rules and forms and that the information is accumulated and communicated to the Company’s management, including its principal executive officer and principal financial officer, as appropriate to allow timely decisions regarding required disclosure. The Company has established and maintains a system of “internal control over financial reporting” (as defined in Rule 13a-15 and 15d-15 under the Exchange Act) designed 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 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 of the Company and the Board and (ii)iii) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, to normal and/or recurring yearuse or disposition of the assets of the Company that could have a material effect on its financial statements. (d) The Company’s management has completed an assessment of the effectiveness of the Company’s internal control over financial reporting in compliance with the requirements of Section 404 of the Sxxxxxxx-end adjustments Xxxxx Act for the fiscal year ended December 31, 2023, and the absence of full footnote disclosure such assessment concluded that such control was effective. Since such date, there have been no changes in the case of unaudited Company’s internal control over financial statements, none of whichreporting that, individually or in the aggregate, has had have materially and adversely affected or could would reasonably be expected to materially and adversely affect, the Company’s internal control over financial reporting. The Company’s independent registered public accountant has issued (and not subsequently withdrawn or qualified) an attestation report concluding that the Company maintained effective internal control over financial reporting as of December 31, 2023. (e) The Company has disclosed, based on its most recent evaluation of its internal controls prior to the date of this Agreement, to the Company’s auditors and audit committee of the Board (i) any significant deficiencies or material weaknesses in the design or operation of internal controls over financial reporting which would be reasonably expected to adversely affect the Company’s ability to record, process, summarize and report financial information and (ii) any fraud, whether or not material, known to management of the Company, that involves management or other employees who have a significant role in internal control over financial reporting. (f) Since the Lookback Date, no material complaints from any source regarding accounting, internal accounting controls or auditing matters, and no concerns from Company Material Adverse Effectemployees regarding questionable accounting or auditing matters, have been received by the Company. The Company has made available to Parent (i) a correct and complete summary of any disclosure made by management to the Company’s auditors and the audit committee of the Board contemplated by Section 3.06(e) since the Lookback Date, (ii) any material communication since the Lookback Date made by management or the Company’s auditors to the audit committee of the Board required or contemplated by listing standards of NASDAQ, the audit committee’s charter or professional standards of the Public Company Accounting Oversight Board and (iii) a correct and complete summary of all material complaints or concerns relating to other matters made since the Lookback Date through the Company’s whistleblower hotline or equivalent system for receipt of employee concerns regarding possible violations of Law. (g) 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 Representatives to the Company’s chief legal officer, the audit committee of the Board (or other committee of the Board designated for the purpose) or the Board pursuant to the rules adopted pursuant to Section 307 of the Sxxxxxxx-Xxxxx Act or any Company policy contemplating such reporting, including in instances not required by those rules. (h) None of the Subsidiaries of the Company is subject to the reporting requirements of Section 13a or Section 15d of the Exchange Act or similar foreign authority. (i) As of the date of this Agreement, 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 or arrangement (including any Contract or arrangement relating to any transaction or relationship between or among the Company and/or one or more of its Subsidiaries, on the one hand, and any other Person, 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(b) of Regulation S-K of the Securities Act).

Company SEC Documents; Financial Statements. (a) Except as set forth in Section 4.5 of the Company Disclosure LetterSince April 1, 2017, the Company has timely filed with or furnished to, as applicable, with the SEC all material forms, documents and reports required to be filed or furnished by it with the SEC (such forms, documents and reports filed with the SEC, including any amendments thereto, the “Company SEC Documents”). Except to the extent amended or superseded by a subsequent filing with the SEC made prior to the date hereofAs of their respective dates, or, if amended, as of their respective dates (and if so amended or superseded, then on the date of the last such subsequent filing)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 the applicable rules and regulations promulgated thereunder, and none of the Company SEC Documents at the time it was filed (ior, 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. As of the date of this Agreement, there are no outstanding or unresolved comments received from the SEC or its staff with respect to the Company SEC Documents, and (iito 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 or other governmental investigation regarding the accounting practices of the Company. None of the Subsidiaries of the Company is subject to the reporting requirements of Section 13(a) complied or 15(d) of the Exchange Act. The Company is in compliance in all material respects with the applicable requirements provisions of the Exchange Xxxxxxxx-Xxxxx Act and the Securities Act, each as in effect on the date so filed. Notwithstanding the foregoing, the Company makes no representation or warranty with respect to any information supplied by Parent or Merger Subsidiary relating to Parent, Merger Subsidiary or any Affiliate thereof (other than the Company or any of its Subsidiaries), as the case may be, expressly for inclusion or incorporation by reference in the Proxy Statement. None listing and corporate governance rules and regulations of the Company’s Subsidiaries is required to file any forms, reports or other documents with the SECNYSE. (b) Each The consolidated financial statements (including all related notes and schedules) of (i) the consolidated balance sheets Company included in the Company SEC Documents (including i) complied at the related notes and schedules) was prepared in accordance with GAAP time they were filed as to form in all material respects applied on a consistent basis throughout with the periods covered applicable accounting requirements and published rules and regulations of the SEC with respect thereto and (ii) fairly presents, present in all material respects, respects the consolidated financial position of the Company and its consolidated Subsidiaries as at the respective dates thereof, thereof and (ii) the related its consolidated statements of earnings, operations and consolidated statements of cash flows and stockholders’ equity included in the Company SEC Documents (including the related notes and schedules) were prepared in accordance with GAAP in all material respects applied on a consistent basis throughout the periods covered and fairly present in all material respects, the results of operations and cash flows of the Company and its Subsidiaries for the respective periods indicated then ended (subject, in the case of each of clause (i) and (ii)unaudited interim statements, to normal and/or recurring year-end adjustments and the absence of full footnote disclosure in the case of unaudited financial statementsaudit adjustments, none of which, individually or in the aggregate, has had or could reasonably be expected to which would have a Company Material Adverse Effect, to the absence of notes and to any other adjustments described therein, including in any notes thereto) in conformity with GAAP applied on a consistent basis during the periods involved (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).