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

Company SEC Documents; Financial Statements. Since December 30, 2011, the Company has filed with or otherwise furnished 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 Saxxxxxx-Xxxxx Xct of 2002, as amended (the “Saxxxxxx-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”). As of their respective filing dates or, if supplemented, modified or amended since the time of filing, as of the date of the most recent supplement, modification or amendment, the Company SEC Documents (i) did not at the time each such document was filed contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary in order to make the statements made therein, in light of the circumstances under which they were made, not misleading and (ii) complied in all material respects with all applicable requirements of the Exchange Act or the Securities Act, as 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 hereof, 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 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 (collectively, the “Company Financial Statements”) (x) complied as of their respective dates of filing in all material respects with the then applicable accounting requirements and the published rules and regulations of the SEC with respect thereto, (y) were prepared in conformity with GAAP (as in effect in the United States on the date of such Company Financial Statement) applied on a consistent basis during the periods involved (except as may be indicated in the notes thereto or, in the case of interim financial statements, for normal and recurring year-end adjustments that were not (or will not be) material in amount or effect) and (z) present fairly, in all material respects, the financial position of the Company and the consolidated Company Subsidiaries and the results of their operations and their cash flows as of the dates and for the periods referred to therein (except as may be indicated in the notes thereto or, in the case of interim financial statements, for normal and recurring year-end adjustments that were not (or will not be) material in amount or effect). Neither the Company nor any Company Subsidiary is a party to, or has any commitment to become a party to any “off-balance sheet arrangements” (as defined in Item 303(a) of Regulation S-K 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. Since December 30January 1, 2011, the Company has timely filed with or otherwise timely furnished to (as applicable) the SEC all registration statements, prospectuses, forms, reports, definitive proxy statements, schedules and documents and related exhibits 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 SaxxxxxxXxxxxxxx-Xxxxx Xct Act of 2002, as amended (the “SaxxxxxxXxxxxxxx-Xxxxx XctAct”) (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”). As of their respective filing dates or, if supplemented, modified or amended since the time of filing, as of the date of the most recent supplement, modification or amendment, the Company SEC Documents (i) did not at the time each such document was filed contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary in order to make the statements made therein, in light of the circumstances under which they were made, not misleading and (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, 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 filedfiled with or furnished to the SEC. None of the Company Subsidiaries is currently required to file any forms or reports with the SEC. 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 by the Company with the SEC. Since December 30January 1, 2011, the Company has been and is in compliance in all material respects with the applicable provisions of the SaxxxxxxXxxxxxxx-Xxxxx XctAct and the applicable listing and corporate governance rules and regulations of NASDAQ. 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”) (x) complied were, except as of their respective dates of filing may be indicated in all material respects with the then applicable accounting requirements and the published rules and regulations of the SEC with respect notes thereto, (y) were prepared in conformity accordance with GAAP (as in effect in the United States on the date of such Company Financial Statement) applied on a consistent basis during the periods involved (except as may be indicated in the notes thereto orexcept, in the case of interim financial unaudited statements, for normal as permitted by SEC rules and recurring year-end adjustments that were not regulations; (or will not bey) have been prepared from, and in accordance with, the books and records of the Company and the Company Subsidiaries in all material in amount or effect) respects; and (z) present fairly, in all material respects, the financial position of the Company and the consolidated Company Subsidiaries and the results of their operations and their cash flows as of the dates and for the periods referred to therein (except as may be indicated in the notes thereto or, in the case of interim financial statements, for normal and recurring year-end adjustments that were not (or will not be) be material in amount or effect). Neither the Company nor any Company Subsidiary is a party to, or has any commitment to become a party to any “off-balance sheet arrangements” (as defined in Item 303(a) of Regulation S-K There are no unconsolidated Subsidiaries 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 DocumentsCompany.

Company SEC Documents; Financial Statements. (a) Since December 30, 2011the Reference Date, the Company has timely filed with with, or otherwise furnished to (as applicable) to, the SEC all registration statements, prospectuses, forms, reports, definitive proxy schedules, statements, exhibits and other documents (including exhibits, financial statements and schedules thereto and documents all other information incorporated therein and amendments and supplements thereto) required by it to be filed or furnished by it under pursuant to the Exchange Act or the Securities Act or the Exchange Act, as the case may be, together with all certifications required pursuant to the Saxxxxxx-Xxxxx Xct of 20021933, as amended (the “Saxxxxxx-Xxxxx XctSecurities 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 their respective its filing dates or furnishing date or, if supplemented, modified or amended since prior to the time date of filingthis Agreement, as of the date of the most recent supplementlast such amendment or superseding filing (and, modification or amendmentin 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 (i) 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 at the time each such document was filed contain any untrue statement of a material fact or omit to state a any material fact required to be stated therein or necessary in order to make the statements made therein, in light of the circumstances under which they were made, not misleading and (ii) complied misleading. Each Company SEC Document that is a registration statement, as amended or supplemented, if applicable, was filed in all material respects accordance with all applicable requirements of the Exchange Act or the Securities Act, and, as 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 hereofsuch registration statement or amendment became effective, there are no did not contain any untrue statement of a material outstanding fact or unresolved comments received from omit to state any material fact required to be stated therein or necessary in order to make the SEC with respect to any 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 (collectively, i) have been derived from the “accounting books and records of the Company Financial Statements”) (x) complied as of their respective dates of filing in all material respects with the then applicable accounting requirements and the published rules and regulations of the SEC with respect theretoCompany Subsidiaries, (yii) were have been prepared in conformity accordance with GAAP (as in effect generally accepted accounting principles in the United States on the date of such Company Financial Statement) States, applied on a consistent basis (“GAAP”) during the periods involved (except as may be indicated in the notes thereto orand except, in the case of the unaudited interim financial statementsstatements of the Company, for normal and recurring yearas may be permitted in accordance with Form 10-end adjustments that were not (Q, 8-K or will not be) material in amount or effectany successor form under the Exchange Act) and (ziii) fairly present fairly, in all material respectsrespects the financial position, the financial position shareholders’ equity, the results of operations and the cash flows of the Company and the its consolidated Company Subsidiaries and the results of their operations and their cash flows Subsidiaries, as applicable, as of the dates times and for the periods referred to referenced therein (except as may be indicated in the notes thereto orand subject, in the case of unaudited interim financial statements, for to normal and recurring year-end adjustments that were not (adjustments, none of which, individually or in the aggregate, will not be) material in amount or effectbe material). No Company Subsidiary is required to file or furnish any form, report or other document with the SEC. (b) Prior to the date of this Agreement, the Company has delivered or made available to Parent correct and complete copies of all comment letters from the SEC since the Reference Date with respect to any of the Company SEC Documents, together with all written responses of the Company thereto, to the extent such correspondence is not available on EXXXX. Xs of the date of this Agreement, no comments in comment letters received from the SEC staff with respect to any of the Company SEC Documents remain outstanding or unresolved, and, to the Knowledge of the Company, none of the Company SEC Documents are subject to ongoing SEC review or investigation. (c) The Company maintains a system of internal control over financial reporting (as defined in Rules 13a-15(f) and 15d-15(f) of the Exchange Act) designed to provide reasonable assurance with respect to the reliability of the Company’s financial reporting and the preparation of financial statements for external purposes in conformity with GAAP, including policies that provide reasonable assurance that (i) transactions are executed in accordance with management’s general or specific authorizations, (ii) access to assets is permitted only in accordance with management’s general or specific authorization and (iii) the recorded accountability for assets is compared with the existing assets at reasonable intervals and appropriate action is taken with respect to any differences. The Company has disclosed, based on the most recent evaluation of internal control over financial reporting prior to the date of this Agreement, to the Company’s independent auditors and the audit committee of the Company Board of Directors (and made available to Parent a summary of the important aspects of such disclosure, if any) (A) all “significant deficiencies” and “material weaknesses” (as such terms are defined in Auditing Standard No. 5 of the Public Company Accounting Oversight Board, as in effect on the date of this Agreement) in the design or operation of internal control over financial reporting that are reasonably likely to adversely affect the Company’s ability to record, process, summarize and report financial information and (B) any fraud, whether or not material, that involves management or other employees who have a significant role in the Company’s internal control over financial reporting. Since the Reference Date, the Company has not identified any significant deficiencies or material weaknesses in the design or operation of the Company’s internal control over financial reporting. (d) The Company maintains disclosure controls and procedures (as defined in Rules 13a-15(e) and 15d-15(e) of the Exchange Act) designed to ensure that all information required to be disclosed by the Company in the reports that it files or submits in accordance with the Exchange Act is recorded, processed, summarized and reported within the time periods specified in the rules and forms of the SEC, and that all such information is accumulated and communicated to the Company’s management as appropriate to allow timely decisions with respect to required disclosure and to make the certifications of the chief executive officer and chief financial officer of the Company required in accordance with the Exchange Act with respect to such reports. (e) As of the date of this Agreement, no SEC Proceedings are pending or threatened in writing, in each case, with respect to any accounting practices of the Company or any Company Subsidiary or any malfeasance by any director or executive officer of the Company or any Company Subsidiary. Since the Reference Date, no internal investigations with respect to accounting, auditing or revenue recognition have been conducted. (f) The Company does not have, and has not arranged any, outstanding “extensions of credit” to any current or former director or executive officer within the meaning of Section 402 of the Sxxxxxxx-Xxxxx Act. (g) Neither the Company nor any Company Subsidiary is a party toto or bound by, or has any commitment to become a party to, any joint venture, off-balance sheet partnership or any similar Contract (including any Contract or arrangement relating to any transaction or relationship between or among the Company and any Company Subsidiary, on the one hand, and any unconsolidated Affiliate, on the other hand), including any structured finance, special purpose or limited purpose entity or Person, or any “off-balance sheet arrangements” (as defined in Item 303(a) of Regulation S-K of promulgated under the SECSecurities Act), where the result, purpose or effect of such contract Contract is to avoid disclosure of any material transaction involving, or material liabilities of, the Company or any Company Subsidiary in the Company SEC Documents (including any audited financial statements and unaudited interim financial statements of the Company Subsidiaries, in the Company Financial Statements or the Company SEC Documentsincluded therein).

Company SEC Documents; Financial Statements. (a) Since December 30January 1, 20112020, the Company has timely filed or furnished with or otherwise furnished to (as applicable) the SEC all registration statements, prospectuses, material forms, reports, definitive proxy statements, schedules documents and documents reports required to be filed or furnished prior to the date hereof by it under the Securities Act or the Exchange Act, as the case may be, together with all certifications required pursuant to the Saxxxxxx-Xxxxx Xct of 2002, as amended (the “Saxxxxxx-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, SEC (the “Company SEC Documents”). As of their respective filing dates dates, or, if supplemented, modified amended or amended since the time of filingsuspended, as of the date of the most recent supplement, modification last such amendment or amendmentsuspension, the Company SEC Documents (i) did not 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 each such document it was filed contain (or, if amended, as of the date of the last amendment) 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, not misleading and (ii) complied misleading. Except as set forth on Section 4.6 of the Company Disclosure Letter, the Company is in compliance in all material respects with all the applicable requirements of the Exchange Act or the Securities Act, as the case may be, listing and the Saxxxxxx-Xxxxx Xct, and the corporate governance rules and regulations promulgated thereunder, in each case as in effect on of the date each such document was filedNYSE. None of the Company Company’s Subsidiaries is currently is, or at any time since January 1, 2020, has been, required to file any forms forms, reports or reports other documents with the SEC. As of the date hereof, (i) there are no material outstanding or unresolved comments received from in any comment letters of the staff of the SEC with respect to any of the reports filed received by the Company with relating to the SEC. Since December 30Company SEC Documents and (ii) none of the Company SEC Documents is, 2011to the Knowledge of the Company, the subject of ongoing SEC review. (b) The consolidated financial statements (including all related notes) of the Company has been and is included in compliance the Company SEC Documents fairly present in all material respects with the applicable provisions of the Saxxxxxx-Xxxxx Xct. The audited consolidated financial statements and unaudited consolidated interim financial statements position of the Company and its consolidated Subsidiaries as of the respective dates thereof, and its consolidated statements of operations and consolidated statements of cash flows for the respective periods then ended (includingsubject, in each casethe case of unaudited interim statements, to normal year-end audit adjustments, the absence of notes and any other adjustments described therein, including in any notes thereto) were prepared from, and are in accordance with, the consolidated Company Subsidiaries included in or incorporated by reference into books and records of the Company SEC Documents (collectivelyand its Subsidiaries, the “Company Financial Statements”) (x) complied as to form, as of their respective dates of filing with the SEC, in all material respects with the then applicable accounting requirements and the with published rules and regulations of the SEC with respect thereto, (y) were prepared in conformity with GAAP (as in effect except, in the United States on case of unaudited statements, as permitted by Form 10-Q, Form 8-K or any successor form or other rules under the date of such Company Financial StatementExchange Act) applied on a consistent basis during the periods involved (except as may be indicated therein or in the notes thereto or, in the case of interim financial statements, for normal and recurring year-end adjustments that were not (or will not be) material in amount or effect) and (z) present fairly, in all material respects, the financial position of the Company and the consolidated Company Subsidiaries and the results of their operations and their cash flows as of the dates and for the periods referred to therein (except as may be indicated in the notes thereto or, in the case of interim financial statements, for normal and recurring year-end adjustments that were not (or will not be) material in amount or effectthereto). Neither the Company nor any Company Subsidiary is a party to, or has any commitment to become a party to any “off-balance sheet arrangements” (as defined in Item 303(a) of Regulation S-K 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 December 3031, 20112009, the Company has filed with or otherwise furnished to (as applicable) the SEC all registration statements, prospectuses, material forms, reports, definitive proxy statements, schedules documents and documents reports required to be filed or furnished prior to the date hereof by it under with the SEC (the 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 the date of the last such 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, together with all certifications required pursuant to and the Saxxxxxx-Xxxxx Xct applicable rules and regulations promulgated thereunder, and none of 2002, as amended (the “Saxxxxxx-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”). As of their respective filing dates or, if supplemented, modified or amended since the time of filing, as of the date of the most recent supplement, modification or amendment, the Company SEC Documents (i) did not at the time each such document it was filed 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 misleading. The Company has made available to Parent correct and (ii) complied in complete copies of all material respects with all applicable requirements of correspondence between the Exchange Act or SEC, on the Securities Act, as the case may beone hand, and the Saxxxxxx-Xxxxx XctCompany and any of its subsidiaries, and the rules and regulations promulgated thereunder, in each case as in effect on the other hand, occurring since January 1, 2009 and prior to the date each hereof and/or such document was filed. None of the Company Subsidiaries is currently required to file any forms or reports correspondence has been filed with the SECSEC and is publicly available on XXXXX. As of the date hereof, there are no material outstanding or unresolved comments received in comment letters from the SEC staff with respect to any of the reports filed by Company SEC Documents. To the knowledge of the Company, as of the date hereof, none of the Company with SEC Documents is the SECsubject of ongoing SEC review, outstanding SEC comment or outstanding SEC investigation. Since Except as reflected or reserved against in the Company’s financial statements (as amended or restated, if applicable) for the fiscal year ended December 3031, 2011, 2009 or the notes thereto included in the Company SEC Documents, neither the Company nor any of its subsidiaries has been any Indebtedness. (b) The consolidated financial statements (including all related notes and is schedules) of the Company included in compliance the Company SEC Documents fairly present in all material respects with the applicable provisions of the Saxxxxxx-Xxxxx Xct. The audited consolidated financial statements and unaudited consolidated interim financial statements position of the Company and its consolidated subsidiaries as at the respective dates thereof and their consolidated results of operations and consolidated cash flows for the respective periods then ended (includingsubject, in each casethe case of unaudited statements, to normal year-end audit adjustments, to the absence of notes and to any other adjustments described therein, including in any notes thereto) and the consolidated Company Subsidiaries included in or incorporated by reference into the Company SEC Documents (collectively, the “Company Financial Statements”) (x) complied as of their respective dates of filing in all material respects with the then applicable accounting requirements and the published rules and regulations of the SEC with respect thereto, (y) were prepared in conformity with GAAP (as in effect in the United States on the date of such Company Financial Statement) applied on a consistent basis during the periods involved (except as may be indicated therein or in the notes thereto or, in the case of interim financial statements, for normal and recurring year-end adjustments that were not (or will not be) material in amount or effect) and (z) present fairly, in all material respects, the financial position of the Company and the consolidated Company Subsidiaries and the results of their operations and their cash flows as of the dates and for the periods referred to therein (except as may be indicated in the notes thereto or, in the case of interim financial statements, for normal and recurring year-end adjustments that were not (or will not be) material in amount or effectthereto). Neither the Company nor any Company Subsidiary is a party to, or has any commitment to become a party to any “off-balance sheet arrangements” (as defined in Item 303(a) of Regulation S-K 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. Since December September 30, 20112014, the Company has timely filed with or otherwise furnished 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 SaxxxxxxXxxxxxxx-Xxxxx Xct Act of 2002, as amended (the “SaxxxxxxXxxxxxxx-Xxxxx XctAct”) (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 filingfiling and prior to the date of this Agreement, collectively, the “Company SEC Documents”). As of their respective filing dates or, if supplemented, modified or amended since the time of filing, as of the date of the most recent supplement, modification or amendment, the Company SEC Documents (i) did not at the time each such document was filed contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary in order to make the statements made therein, in light of the circumstances under which they were made, not misleading and (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, 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 filedfiled with or furnished to the SEC. None of the Company Subsidiaries is currently required to file any forms or periodic reports with the SEC. As of the date hereofof 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. To the knowledge of the Company, as of the date of this Agreement, none of the Company SEC Documents is the subject of any ongoing review by the SEC. Since December September 30, 20112014, the Company has been and is in compliance in all material respects with the applicable provisions of the SaxxxxxxXxxxxxxx-Xxxxx XctAct and the applicable listing and corporate governance rules and regulations of the NYSE. The audited consolidated financial statements and unaudited consolidated interim financial statements of the Company (including, in each case, any notes thereto) of the Company and the consolidated Company Subsidiaries included in or incorporated by reference into the Company SEC Documents (collectively, the “Company Financial Statements”) (x) complied were, except as of their respective dates of filing may be indicated in all material respects with the then applicable accounting requirements and the published rules and regulations of the SEC with respect notes thereto, (y) were prepared in conformity accordance with GAAP (as in effect in the United States on the date of such Company Financial Statement) applied on a consistent basis during the periods involved (except as may be indicated in the notes thereto or, in the case of interim financial statements, for normal and recurring year-end adjustments that were not (or will not be) material in amount or effect) and (zy) present fairly, in all material respects, the 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 orexcept, in the case of interim financial statements, for normal and recurring year-end adjustments that were not, are not (or and will not be) be material in amount or effect). Neither There are no unconsolidated Subsidiaries of the Company nor or any Company Subsidiary is a party to, or has any commitment to become a party to any “off-balance sheet arrangements” (as defined in arrangements required to be disclosed pursuant to Item 303(a303(a)(4) of Regulation S-K of promulgated by 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 December 3031, 2011, the Company has timely filed or furnished with or otherwise furnished to (as applicable) the SEC all registration statements, prospectuses, material forms, reports, definitive proxy statements, schedules documents and documents reports 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 Saxxxxxx-Xxxxx Xct of 2002, as amended (the “Saxxxxxx-Xxxxx Xct”) (such documents and any other documents filed by the Company with the SEC, including all forms, documents and reports, the failure of which to so file or furnish could reasonably be expected to result in the loss of the Company’s status as have been supplementeda “well known seasoned issuer” with the SEC (such forms, modified or amended since documents, and reports filed with the time of filingSEC, collectivelyincluding any amendments thereto, the “Company SEC Documents”). As of their respective filing dates dates, or, if supplemented, modified or amended since the time of filingamended, as of the date of the most recent supplement, modification or last such amendment, the Company SEC Documents (i) did not 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 each such document it was filed contain (or, if amended, as of the date of the last amendment) 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 all applicable requirements of the Exchange Act or the Securities Act, as 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 SECmisleading. As of the date hereofof this Agreement, there are no material outstanding or unresolved comments received from the SEC staff with respect to any the Company SEC Documents. (b) The consolidated financial statements (including all related notes and schedules) of the reports filed by Company included in the Company with the SEC. Since December 30, 2011, the Company has been and is in compliance SEC Documents (i) complied as to form 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 (collectively, the “Company Financial Statements”) (x) complied as of their respective dates of filing in all material respects with the then applicable accounting requirements and the published rules and regulations of the SEC with respect thereto and (ii) fairly present in all material respects the consolidated financial position of the Company and its consolidated Subsidiaries as at the respective dates thereof and their consolidated statements of operations and consolidated statements of cash flows for the respective periods then ended (subject, in the case of unaudited interim statements, to normal year-end audit adjustments, none of 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, (y) and were prepared in conformity with GAAP (as in effect in the United States on the date of such Company Financial Statement) applied on a consistent basis during the periods involved (except as may be indicated therein or in the notes thereto or, in the case of interim financial statements, for normal and recurring year-end adjustments that were not (or will not be) material in amount or effect) and (z) present fairly, in all material respects, the financial position of the Company and the consolidated Company Subsidiaries and the results of their operations and their cash flows as of the dates and for the periods referred to therein (except as may be indicated in the notes thereto or, in the case of interim financial statements, for normal and recurring year-end adjustments that were not (or will not be) material in amount or effectthereto). Neither the Company nor any Company Subsidiary is a party to, or has any commitment to become a party to any “off-balance sheet arrangements” (as defined in Item 303(a) of Regulation S-K 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. Since December 30, 2011, the Company has filed with or otherwise furnished 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 SaxxxxxxXxxxxxxx-Xxxxx Xct Act of 2002, as amended (the “SaxxxxxxXxxxxxxx-Xxxxx XctAct”) (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”). As of their respective filing dates or, if supplemented, modified or amended since the time of filing, as of the date of the most recent supplement, modification or amendment, the Company SEC Documents (i) did not at the time each such document was filed contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary in order to make the statements made therein, in light of the circumstances under which they were made, not misleading and (ii) complied in all material respects with all applicable requirements of the Exchange Act or the Securities Act, as the case may be, and the SaxxxxxxXxxxxxxx-Xxxxx XctAct, 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 hereof, 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 December 30, 2011, the Company has been and is in compliance in all material respects with the applicable provisions of the SaxxxxxxXxxxxxxx-Xxxxx XctAct. 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”) (x) complied as of their respective dates of filing in all material respects with the then applicable accounting requirements and the published rules and regulations of the SEC with respect thereto, (y) were prepared in conformity with GAAP (as in effect in the United States on the date of such Company Financial Statement) applied on a consistent basis during the periods involved (except as may be indicated in the notes thereto or, in the case of interim financial statements, for normal and recurring year-end adjustments that were not (or will not be) material in amount or effect) and (z) present fairly, in all material respects, the financial position of the Company and the consolidated Company Subsidiaries and the results of their operations and their cash flows as of the dates and for the periods referred to therein (except as may be indicated in the notes thereto or, in the case of interim financial statements, for normal and recurring year-end adjustments that were not (or will not be) material in amount or effect). Neither the Company nor any Company Subsidiary is a party to, or has any commitment to become a party to any “off-balance sheet arrangements” (as defined in Item 303(a) of Regulation S-K 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. Since December July 30, 20112013, the Company has filed with or otherwise furnished 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 SaxxxxxxXxxxxxxx-Xxxxx Xct Act of 2002, as amended (the “SaxxxxxxXxxxxxxx-Xxxxx XctAct”) (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”). As of their respective filing dates or, if supplemented, modified or amended since the time of filing, as of the date of the most recent supplement, modification or amendment, the Company SEC Documents (i) did not at the time each such document was filed contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary in order to make the statements made therein, in light of the circumstances under which they were made, not misleading and (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, 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 filedfiled with or furnished to the SEC. None of the Company Subsidiaries is currently required to file any forms or reports with the SEC. 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 by the Company with the SEC. Since December July 30, 20112013, the Company has been and is in compliance in all material respects with the applicable provisions of the SaxxxxxxXxxxxxxx-Xxxxx XctAct and the applicable listing and corporate governance rules and regulations of 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 (collectively, the “Company Financial Statements”) (x) complied were, except as of their respective dates of filing may be indicated in all material respects with the then applicable accounting requirements and the published rules and regulations of the SEC with respect notes thereto, (y) were prepared in conformity accordance with GAAP (as in effect in the United States on the date of such Company Financial Statement) applied on a consistent basis during the periods involved (except as may be indicated in the notes thereto orexcept, in the case of interim financial unaudited statements, for normal as permitted by SEC rules and recurring year-end adjustments that were not (or will not be) material in amount or effect) regulations and (zy) present fairly, in all material respects, the financial position of the Company and the consolidated Company Subsidiaries and the results of their operations and their cash flows as of the dates and for the periods referred to therein (except as may be indicated in the notes thereto or, in the case of interim financial statements, for normal and recurring year-end adjustments that were not (or will not be) be material in amount or effect). Neither the Company nor any Company Subsidiary is a party to, or has any commitment to become a party to any “off-balance sheet arrangements” (as defined in Item 303(a) of Regulation S-K There are no unconsolidated Subsidiaries 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 DocumentsCompany.

Company SEC Documents; Financial Statements. (a) Since December 30January 1, 20112019, the Company has filed with or otherwise furnished 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 SaxxxxxxXxxxxxxx-Xxxxx Xct Act of 2002, as amended 2002 (the “SaxxxxxxXxxxxxxx-Xxxxx XctAct”) (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”). As of their respective filing (or furnishing) dates or, if supplemented, modified or amended since the time of filing, as of the date of the most recent supplement, modification or amendment, the Company SEC Documents (i) did not at the time each such document was filed contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary in order to make the statements made therein, in light of the circumstances under which they were made, not misleading and (ii) complied in all material respects with all applicable requirements of the Exchange Act or the Securities Act, as 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 filedfiled with or furnished to the SEC. None As of the date hereof, none of the Company Subsidiaries is currently required subject to file any forms or reports with 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 reports Company SEC Documents filed or furnished by the Company or the Partnership with the SEC. Since December 30SEC and, 2011as of the date hereof, to the Company’s knowledge, none of the Company has been and SEC Documents is the subject of ongoing SEC review. The Company is in compliance in all material respects with the applicable provisions of the SaxxxxxxXxxxxxxx-Xxxxx XctAct 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”) (x) complied as of their respective dates of filing in all material respects with the then applicable accounting requirements and the published rules and regulations of the SEC with respect thereto, (yi) were prepared in conformity accordance with GAAP generally accepted accounting principles as applied in the United States (“GAAP”) (as in effect in the United States on the date of such Company Financial Statement) applied on a consistent basis during the periods involved (except as may be indicated in the notes thereto or, in the case of interim unaudited financial statements, for normal as permitted by SEC rules and recurring year-end adjustments that were not (or will not be) material in amount or effectregulations) and (zii) present fairly, in all material respects, the financial position of the Company and the consolidated Company Subsidiaries and the results of their operations and their cash flows as of the dates and for the periods referred to therein (except as may be indicated in the notes thereto or, in the case of interim financial statements, for normal and recurring year-end adjustments that were not adjustments). (or will not beb) material in amount or effect). Neither the The Company nor any Company Subsidiary is has designed and maintains a party to, or has any commitment to become a party to any “off-balance sheet arrangements” system of internal control over financial reporting (as defined in Item 303(aRules 13a-15(f) and 15d-15(f) of Regulation S-K the Exchange Act) intended to provide reasonable assurances regarding the reliability 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, financial reporting for the Company or any of and the Company Subsidiaries, . The Company has designed disclosure controls and procedures (as defined in Rules 13a-15(e) and 15d-15(e) of the Exchange Act) to provide reasonable assurance that material information required to be disclosed by the Company in the Company Financial Statements reports that it files or submits under the Company SEC DocumentsExchange Act is recorded, processed, summarized and reported within the time periods specified in the SEC’s rules and forms and is accumulated and communicated to the Company’s management as appropriate to allow timely decisions regarding required disclosure.

Company SEC Documents; Financial Statements. (a) Since December 30January 1, 20112012, the Company has filed with or otherwise furnished to (as applicable) the SEC all registration statements, prospectuses, forms, reports, definitive proxy statements, schedules and documents and related exhibits 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 SaxxxxxxXxxxxxxx-Xxxxx Xct Act of 2002, as amended (the “SaxxxxxxXxxxxxxx-Xxxxx XctAct”) (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”). As of their respective filing dates or, if supplemented, modified or amended since the time of filing, as of the date of the most recent supplement, modification or amendment, the Company SEC Documents (i) did not at the time each such document was filed contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary in order to make the statements made therein, in light of the circumstances under which they were made, not misleading and (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, 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 filedfiled with or furnished to the SEC. None of the Company Subsidiaries is currently required to file any forms or reports with the SEC. As of the date hereofSince January 1, 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 December 30, 20112012, the Company has been and is in compliance in all material respects with the applicable provisions of the SaxxxxxxXxxxxxxx-Xxxxx XctAct and the applicable listing and corporate governance rules and regulations of NYSE. 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”) (x) complied were, except as of their respective dates of filing may be indicated in all material respects with the then applicable accounting requirements and the published rules and regulations of the SEC with respect notes thereto, (y) were prepared in conformity accordance with GAAP (as in effect in the United States on the date of such Company Financial Statement) applied on a consistent basis during the periods involved (except as may be indicated in the notes thereto orexcept, in the case of interim financial unaudited statements, for normal and recurring year-end adjustments that were not (or will not be) material in amount or effect) the absence of footnotes and (zy) present fairly, in all material respects, the financial position of the Company and the consolidated Company Subsidiaries and the results of their operations and their cash flows as of the dates and for the periods referred to therein (except as may be indicated in the notes thereto or, in the case of interim financial statements, for normal and recurring year-end adjustments that were not (or will not be) be material in amount or effect). Neither . (b) The Company has delivered, or otherwise made available (including through filings with the SEC) to Parent copies of all comment letters received by the Company nor any Company Subsidiary is a party tofrom the SEC since January 1, or has any commitment 2013 through the date hereof relating to become a party to any “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, together with all written responses of the Company thereto. Except for any review and comment by the SEC relating to the Proxy Statement, as contemplated by Section 5.04, there are no outstanding or unresolved comments in any such comment letters received by the Company from the SEC through the date hereof. To the knowledge of the Company, as of the date hereof, none of the Company SEC Documents is the subject of any ongoing review by the SEC except for any review and comment by the SEC on the Proxy Statement as contemplated by Section 5.04. (c) Section 3.06(c) of the Company Disclosure Letter sets forth the following statutory statements, in each case together with the exhibits, schedules and notes thereto (collectively, the “Statutory Financial Statements”): (i) the annual statement of each Insurance Subsidiary as of and for the annual periods ended December 31, 2013, in each case as filed with the Insurance Regulator of the jurisdiction of domicile of such Insurance Subsidiary, and (ii) the quarterly statements of each Insurance Subsidiary as of and for the quarterly periods ended March 31, 2014, June 30, 2014 and September 30, 2014, in each case, as filed with the Insurance Regulator of the jurisdiction of domicile of such Insurance Subsidiary. The Statutory Financial Statements have been prepared in accordance in all material respects with the statutory accounting practices prescribed or permitted by the Insurance Regulator of the jurisdiction in which the applicable Insurance Subsidiary is domiciled (“SAP”) and present fairly, in all material respects, in accordance with SAP, the statutory financial position, results of operations, assets, liabilities, capital and surplus, changes in statutory surplus and cash flows of the Insurance Subsidiaries as at the respective dates of, and for the periods referred to therein.

Company SEC Documents; Financial Statements. (a) Since December 30January 1, 20112019, the Company has filed or furnished with or otherwise furnished to (as applicable) the SEC all registration statements, prospectuses, material forms, reports, definitive proxy statements, schedules documents and documents reports required to be filed or furnished prior to the date hereof by it under the Securities Act or the Exchange Act, as the case may be, together with all certifications required pursuant to the Saxxxxxx-Xxxxx Xct of 2002, as amended (the “Saxxxxxx-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, SEC (the “Company SEC Documents”). As of their respective filing dates dates, or, if supplemented, modified or amended since the time of filingamended, as of the date of the most recent supplement, modification or last such amendment, the Company SEC Documents (i) did not complied in all material respects with the requirements of the Securities Act and the Exchange Act and the Xxxxxxxx-Xxxxx Act of 2002, as the case may be, and the applicable rules and regulations promulgated thereunder, and none of the Company SEC Documents at the time each such document it was filed contain (or, if amended, as of the date of the last amendment) contained any untrue statement of a material fact or omit omitted to state a any material fact required to be stated therein or necessary in order to make the statements made therein, in light of the circumstances under which they were made, or are to be made, not misleading and misleading. (iib) complied in all material respects with all applicable requirements As of the date of this Agreement, there are no outstanding or unresolved comments in comment letters received by the Company or any of its Subsidiaries from the SEC or its staff that would be required to be disclosed under Item 1B of Form 10-K under the Exchange Act or Act. To the Securities ActKnowledge of the Company, as 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 hereof, there are none of the Company SEC Documents is the subject of ongoing SEC review or investigation. There has been no material outstanding or unresolved comments received from correspondence between the SEC with respect to SEC, on the one hand, and the Company and any of its Subsidiaries, on the reports filed by other hand, occurring since December 31, 2020 on or prior to the date hereof that is not available to the public on the SEC’s Electronic Data Gathering and Retrieval database. (c) The consolidated financial statements (including all related notes) of the Company with the SEC. Since December 30, 2011, included in the Company has been and is in compliance SEC Documents (i) fairly present in all material respects with the applicable provisions of the Saxxxxxx-Xxxxx Xct. The audited consolidated financial statements and unaudited consolidated interim financial statements position of the Company and its consolidated Subsidiaries as of the respective dates thereof and its consolidated statements of operations and consolidated statements of cash flows for the respective periods then ended (includingsubject, in the case of unaudited interim statements, to normal year-end audit adjustments, and any other adjustments described therein, including in any notes thereto, in each case, any notes thereto) and which would not, individually or in the consolidated Company Subsidiaries included in or incorporated by reference into aggregate, be material to the Company SEC Documents (collectivelyand its Subsidiaries, the “Company Financial Statements”) (x) complied taken as of their respective dates of filing in all material respects with the then applicable accounting requirements and the published rules and regulations of the SEC with respect thereto, (ya whole) were prepared in conformity with GAAP (as in effect except, in the United States on case of unaudited statements, as permitted by Form 10-Q or any successor form or other rules under the date of such Company Financial StatementExchange Act) applied on a consistent basis during the periods involved (except as may be indicated therein or in the notes thereto orthereto), (ii) are in the case of interim financial statements, for normal and recurring year-end adjustments that were not (or will not be) material in amount or effect) and (z) present fairlyaccordance, in all material respects, with the financial position books and records of the Company and its consolidated Subsidiaries, and (iii) comply in all material respects with the consolidated Company Subsidiaries applicable accounting requirements and with the results of their operations rules and their cash flows as of the dates and for the periods referred to therein (except as may be indicated in the notes thereto or, in the case of interim financial statements, for normal and recurring year-end adjustments that were not (or will not be) material in amount or effect). Neither the Company nor any Company Subsidiary is a party to, or has any commitment to become a party to any “off-balance sheet arrangements” (as defined in Item 303(a) of Regulation S-K regulations 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 Exchange Act, the Company Subsidiaries, in Securities Act and the Company Financial Statements or the Company SEC DocumentsDGCL.

Company SEC Documents; Financial Statements. (a) Since December 30January 1, 20112020, the Company has filed with or otherwise furnished 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 SaxxxxxxSxxxxxxx-Xxxxx Xct Act of 2002, as amended 2002 (the “Saxxxxxx"Sxxxxxxx-Xxxxx Xct”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”"). As of their respective filing (or furnishing) dates or, if supplemented, modified or amended since the time of filing, as of the date of the most recent supplement, modification or amendment, the Company SEC Documents (i) did not at the time each such document was filed contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary in order to make the statements made therein, in light of the circumstances under which they were made, not misleading and (ii) complied in all material respects with all applicable requirements of the Exchange Act or the Securities Act, as 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 filedfiled with or furnished to the SEC. None of the Company Subsidiaries is currently required subject to file any forms or reports with 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 reports Company SEC Documents filed or furnished by the Company or the Partnership with the SEC. Since December 30SEC and, 2011as of the date hereof, to the Company's knowledge, none of the Company has been and SEC Documents is in compliance in all material respects with the applicable provisions subject of the Saxxxxxx-Xxxxx Xctongoing 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”") (x) complied as of their respective dates of filing in all material respects with the then applicable accounting requirements and the published rules and regulations of the SEC with respect thereto, (yi) were prepared in conformity accordance with GAAP generally accepted accounting principles as applied in the United States ("GAAP") (as in effect in the United States on the date of such Company Financial Statement) applied on a consistent basis during the periods involved (except as may be indicated in the notes thereto or, in the case of interim unaudited financial statements, for normal as permitted by SEC rules and recurring year-end adjustments that were not (or will not be) material in amount or effectregulations) and (zii) present fairly, in all material respects, the financial position of the Company and the consolidated Company Subsidiaries and the results of their operations and their cash flows as of the dates and for the periods referred to therein (except as may be indicated in the notes thereto or, in the case of interim financial statements, for normal and recurring year-end adjustments that were not adjustments). (or will not beb) material The Company has designed and maintains a system of internal control over financial reporting (as defined in amount or effect). Neither Rules 13a-15(f) and 15d-15(f) of the Exchange Act) designed to provide reasonable assurances regarding the reliability of financial reporting for the Company nor and the Company Subsidiaries. The Company has designed and maintains disclosure controls and procedures (as defined in Rules 13a-15(e) and 15d-15(e) of the Exchange Act) to provide reasonable assurance that material information required to be disclosed by the Company in the reports that it files or submits under the Exchange Act is recorded, processed, summarized and reported within the time periods specified in the SEC's rules and forms and is accumulated and communicated to the Company's management as appropriate to allow timely decisions regarding required disclosure. The Company's management has completed an assessment of the effectiveness of the Company's disclosure controls and procedures and, to the extent required by applicable Law, presented in any applicable Company report that is a report on Form 10-K or Form 10-Q or any amendment thereto, its conclusions about the effectiveness of the disclosure controls and procedures as of the end of the period covered by such report or amendment based on such evaluation. The Company has disclosed, based on the evaluation of its Principal Executive Officer and its Principal Financial Officer, to the Company's auditors and the audit committee of the Company Board (x) any significant deficiencies or material weaknesses in the design or operation of its internal controls over financial reporting that are reasonably likely to materially affect the Company's ability to record, process, summarize, and report financial information and (y) any fraud, whether or not material, that involves management or other employees of the Company or any Subsidiary who have a significant role in the Company's internal control over financial reporting, and each such deficiency, weakness and fraud so disclosed to auditors, if any, has been disclosed to the Parent Entities prior to the date of this Agreement. As used in this Agreement, the terms "significant deficiency" and "material weakness" have the meanings assigned to such terms in Auditing Standard No. 5 of the Public Company Accounting Oversight Board as in effect on the date of this Agreement. (c) None of the Company or any Company Subsidiary 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 relating to any “transaction or relationship between or among the Company or any Company Subsidiary, on the one hand, and any unconsolidated affiliate of the Company or any Company Subsidiary, including any structured finance, special purpose or limited purpose entity or Person, on the other hand, or any "off-balance sheet arrangements” " (as defined in Item 303(a) of Regulation S-K of under the SEC), Securities Act) where the result, purpose or effect of such contract is to avoid disclosure of any material transaction involving, or material liabilities of, the Company or any of the Company Subsidiaries, Subsidiary in the Company Financial Statements Company's or the such Subsidiary's audited financial statements or other Company SEC Documents.

Company SEC Documents; Financial Statements. Since December 30(a) The Company has made available to Parent (by public filing with the SEC or otherwise) each report, 2011schedule, registration statement, other statement (in- cluding proxy statements) and information filed by the Company with the SEC since January 1, 2004 (including the 2005 10-K, the September 30 10-Q and the 2006 10-K, only to the extent that they are filed with the SEC, the “Company SEC Documents”) . (b) Except for the Restatement and Related Matters, the Company has SEC Documents, as finally amended and publicly available and except to the extent that statements in the Company SEC Documents have been modified or superseded by later Company SEC Documents filed and publicly available prior to the date hereof, (i) com- plied as to form in all material respects with or otherwise furnished 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 applicable requirements of the Securities Act or the Exchange Act, as the case may be, together with all certifications required pursuant to and the Saxxxxxx-Xxxxx Xct rules and regulations of 2002the SEC promulgated thereunder, in each case as amended (the “Saxxxxxx-Xxxxx Xct”) (such documents and any other documents filed by the Company with the SEC, as have been supplemented, modified or amended since in effect at the time of filing, collectively, the “Company SEC Documents”). As of their respective its filing dates or, if supplemented, modified or amended since the time of filing, as of the date of the most recent supplement, modification or amendment, the Company SEC Documents and (iii) did not at the time each such document was filed contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary in order to make the statements made therein, in light of the circumstances circum- stances under which they were made, not misleading misleading. (c) For purposes of this Agreement, the “Company Balance Sheet” means the unaudited consolidated balance sheet (or, from and (iiafter the date such coxxxxx- dated balance sheet is audited, the audited consolidated balance sheet) complied in all material respects with all applicable requirements of the Exchange Act or the Securities ActCompany as of December 31, as the case may be2005, and the Saxxxxxx-Xxxxx Xct“Balance Sheet Date” means December 31, and the rules and regulations promulgated thereunder, in each case as in effect on the date each such document was filed2005. None Each of the Company Subsidiaries is currently required to file any forms or reports with the SEC. 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 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 balance sheets and audited consolidated income statements and unaudited consolidated interim financial statements of cash flows as of and for the Company years ended December 31, 2005, December 31, 2004 and December 31, 2003 (including, in each case, any related notes thereto) and the consolidated Company Subsidiaries which will have been included in or incorporated by reference into the Company 2005 10-K, and which will have been filed with the SEC Documents (collectivelyprior to the Closing Date, the “Company Financial Statements”) (x) complied as of their respective dates of filing will fairly present in all material respects respects, in conformity with the then applicable accounting requirements and the published rules and regulations of the SEC with respect thereto, (y) were prepared in conformity with and GAAP (as in effect in the United States on the date of such Company Financial Statement) applied on a consistent basis during the periods involved (except as may be indicated in the notes thereto or, in the case of interim financial statements, for normal and recurring year-end adjustments that were not (or will not be) material in amount or effect) and (z) present fairly, in all material respectsthereto), the consolidated financial position of the Company and the consolidated Company Subsidiaries and the results of their operations and their cash flows Com- pany as of the dates thereof and the consolidated results of operations and cash flows for the periods referred years then ended (subject to therein (except as may be indicated in any adjustments described therein). To the notes thereto orKnowledge of the Company, in after due inquiry of the case of interim financial statementsCompany’s independent auditors, for normal and recurring yearthe 2005 10-end adjustments that were not (or K will not be) material in amount or effect). Neither include any qualifications made by such auditor, other than a qualification due principally to the Company nor any Company Subsidiary is a party to, or has any commitment to become a party to any “off-balance sheet arrangements” (as defined in Item 303(a) of Regulation S-K maturity date 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 Credit Agreement or the Company SEC DocumentsGoxxxxx Xaxxx Xoan.

Company SEC Documents; Financial Statements. (a) Since December September 30, 20112012, the Company has filed with or otherwise furnished 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 SaxxxxxxXxxxxxxx-Xxxxx Xct Act of 2002, as amended (the “Saxxxxxx"Xxxxxxxx-Xxxxx Xct”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”"). As of their respective filing dates or, if supplemented, modified or amended since the time of filing, as of the date of the most recent supplement, modification or amendment, the Company SEC Documents (i) did not at the time each such document was filed contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary in order to make the statements made therein, in light of the circumstances under which they were made, not misleading and (ii) complied in all material respects with all applicable requirements of the Exchange Act or the Securities Act, as the case may be, and the SaxxxxxxXxxxxxxx-Xxxxx XctAct, 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 hereof, 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 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 (collectively, the “"Company Financial Statements”") (x) complied as of their respective dates of filing in all material respects with the then applicable accounting requirements and the published rules and regulations of the SEC with respect thereto, (y) were prepared in conformity all material respects in accordance with GAAP (as in effect in the United States on the date of such Company Financial Statement) applied on a consistent basis during the periods involved (except as may be indicated in the notes thereto or, in the case of interim financial statements, for normal and recurring year-end adjustments that were not (and as may be permitted by the SEC on Form 10-Q, Form 8-K or will not be) material in amount any successor or effectlike form under the Exchange Act) and (z) present fairly, in all material respects, the consolidated financial position and the consolidated comprehensive income, cash flows and equity of the Company and the consolidated Company Subsidiaries and the results of their operations and their cash flows as of the dates and for the periods referred to therein (except as may be indicated in the notes thereto or, in the case of interim financial statements, for normal and recurring year-end adjustments that were not (and as may be permitted by the SEC on Form 10-Q, Form 8-K or will not be) material in amount any successor or effectlike form under the Exchange Act). Neither As of the date of this Agreement, to the knowledge of the Company there are no outstanding or unresolved comments in any comment letters received by the Company from the SEC. As of the date of this Agreement, to the knowledge of the Company, none of the Company SEC Documents is the subject of any ongoing review by the SEC. No Company Subsidiary is, or since September 30, 2012 has been, required to file periodic reports with the SEC pursuant to the Exchange Act. (b) From September 30, 2012 to the date hereof, (i) neither the Company nor any Company Subsidiary is a party tohas received, or has any commitment to become a party to any “off-balance sheet arrangements” (as defined in Item 303(a) of Regulation S-K of the SEC)writing, where the result, purpose or effect of such contract is to avoid disclosure of any material transaction involvingcomplaint, allegation, assertion or material liabilities ofclaim regarding the accounting or auditing practices, procedures, methodologies or methods of the Company or any of the Company Subsidiaries or their respective internal accounting controls, and (ii) to the knowledge of the Company, no attorney representing the Company or any of the Company Subsidiaries has reported evidence of a material violation of securities Laws, breach of fiduciary duty or similar violation by the Company or any of the Company Subsidiaries or any of their respective officers, directors, employees or agents to the Company's board of directors or any committee thereof pursuant to the rules of the SEC adopted under Section 307 of the Xxxxxxxx-Xxxxx Act. (c) The Company (a) has established and maintains disclosure controls and procedures over financial reporting (as such terms are defined in paragraphs (e) and (f), respectively, of Rule 13a-15 promulgated under the Exchange Act) as required by Rule 13a-15 promulgated under the Exchange Act designed to ensure that (i) all material information required to be disclosed by the Company in the reports that it files or submits under the Exchange Act is recorded, processed, summarized and reported within the time periods specified in the rules and forms of the SEC and (ii) material information relating to the Company, including its consolidated Company Subsidiaries, is made known to the management of the Company by others within those entities, as appropriate to allow timely decisions regarding required disclosure and to make the certifications required pursuant to Sections 302 and 906 of the Xxxxxxxx-Xxxxx Act. Since September 30, 2012 to the date hereof, has disclosed, based on its most recent evaluation of internal controls prior to the date hereof, to the Company's auditors and the audit committee of the Company's board of directors (i) any "significant deficiencies" or "material weakness" in the Company Financial Statements design or operation of internal controls over financial reporting which are reasonably likely to adversely affect in any material respect the Company's ability to record, process, summarize and report financial data and (ii) any fraud, whether or not material, that involves management or other employees who have a significant role in the Company's internal controls. As and to the extent described in the Company SEC Documents, the Company and the Company Subsidiaries have devised and maintain a system of internal accounting controls sufficient to provide reasonable assurances regarding the reliability of financial reporting and the preparation of financial statements in accordance with GAAP.

Company SEC Documents; Financial Statements. Since December 30(a) The Company has made available to Parent (by public filing with the SEC or otherwise) each report, 2011schedule, registration statement, other statement (including proxy statements) and information filed by the Company with the SEC since January 1, 2004 (including the 2005 10-K, the September 30 10-Q and the 2006 10-K, only to the extent that they are filed with the SEC, the “Company SEC Documents”). (b) Except for the Restatement and Related Matters, the Company has SEC Documents, as finally amended and publicly available and except to the extent that statements in the Company SEC Documents have been modified or superseded by later Company SEC Documents filed and publicly available prior to the date hereof, (i) complied as to form in all material respects with or otherwise furnished 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 applicable requirements of the Securities Act or the Exchange Act, as the case may be, together with all certifications required pursuant to and the Saxxxxxx-Xxxxx Xct rules and regulations of 2002the SEC promulgated thereunder, in each case as amended (the “Saxxxxxx-Xxxxx Xct”) (such documents and any other documents filed by the Company with the SEC, as have been supplemented, modified or amended since in effect at the time of filing, collectively, the “Company SEC Documents”). As of their respective its filing dates or, if supplemented, modified or amended since the time of filing, as of the date of the most recent supplement, modification or amendment, the Company SEC Documents and (iii) did not at the time each such document was filed contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary in order to make the statements made therein, in light of the circumstances under which they were made, not misleading misleading. (c) For purposes of this Agreement, the “Company Balance Sheet” means the unaudited consolidated balance sheet (or, from and (iiafter the date such consolidated balance sheet is audited, the audited consolidated balance sheet) complied in all material respects with all applicable requirements of the Exchange Act or the Securities ActCompany as of December 31, as the case may be2005, and the Saxxxxxx-Xxxxx Xct“Balance Sheet Date” means December 31, and the rules and regulations promulgated thereunder, in each case as in effect on the date each such document was filed2005. None Each of the Company Subsidiaries is currently required to file any forms or reports with the SEC. 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 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 balance sheets and audited consolidated income statements and unaudited consolidated interim financial statements of cash flows as of and for the Company years ended December 31, 2005, December 31, 2004 and December 31, 2003 (including, in each case, any related notes thereto) and the consolidated Company Subsidiaries which will have been included in or incorporated by reference into the Company 2005 10-K, and which will have been filed with the SEC Documents (collectivelyprior to the Closing Date, the “Company Financial Statements”) (x) complied as of their respective dates of filing will fairly present in all material respects respects, in conformity with the then applicable accounting requirements and the published rules and regulations of the SEC with respect thereto, (y) were prepared in conformity with and GAAP (as in effect in the United States on the date of such Company Financial Statement) applied on a consistent basis during the periods involved (except as may be indicated in the notes thereto or, in the case of interim financial statements, for normal and recurring year-end adjustments that were not (or will not be) material in amount or effect) and (z) present fairly, in all material respectsthereto), 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 thereof and the consolidated results of operations and cash flows for the periods referred years then ended (subject to therein (except as may be indicated in any adjustments described therein). To the notes thereto orKnowledge of the Company, in after due inquiry of the case of interim financial statementsCompany’s independent auditors, for normal and recurring yearthe 2005 10-end adjustments that were not (or K will not be) material in amount or effect). Neither include any qualifications made by such auditor, other than a qualification due principally to the Company nor any Company Subsidiary is a party to, or has any commitment to become a party to any “off-balance sheet arrangements” (as defined in Item 303(a) of Regulation S-K maturity date 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 Credit Agreement or the Company SEC DocumentsXxxxxxx Sachs Loan.

Company SEC Documents; Financial Statements. (a) Since December 30July 1, 20112010, the Company has filed with or otherwise furnished to (as applicable) the SEC SEC, on a timely basis, all required registration statements, prospectuses, forms, reportsdocuments, definitive proxy statements, schedules statements and documents reports required to be filed or furnished prior to the date hereof by it under the Securities Act or the Exchange Act, as the case may be, together with all certifications required pursuant to the Saxxxxxx-Xxxxx Xct of 2002, as amended (the “Saxxxxxx-Xxxxx Xct”) (such documents and any other documents filed by the Company with the SECSEC (collectively, as have been supplementedand in each case including all exhibits and schedules thereto and documents incorporated by reference therein, modified or amended since the time of filing, collectivelyincluding any amendments thereto, the “Company SEC Documents”). As of their respective filing dates dates, or, if supplemented, modified or amended since the time of filingamended, as of the date of the most recent supplement, modification or last such amendment, the Company SEC Documents complied in all material respects with the requirements of the Securities Act, the Exchange Act and the Xxxxxxxx-Xxxxx Act of 2002 (i) did not as amended and including the rules and regulations promulgated thereunder (the “Xxxxxxxx-Xxxxx Act”), as the case may be, and the applicable rules and regulations promulgated thereunder, and none of the Company SEC Documents at the time each such document it was filed 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 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. There has been no written correspondence between the SEC and the Company since July 1, 2010 (iiother than as publicly available) and the Company has provided Parent with summaries of any material oral correspondence between the SEC and the Company since July 1, 2010. To the knowledge of the Company, none of the Company SEC Documents is the subject of ongoing SEC review. None of the Company’s subsidiaries is subject to the reporting requirements of Section 13(a) or 15(d) under the Exchange Act. (b) The consolidated financial statements (including all related notes and schedules) 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 requirements of the Exchange Act or the Securities Act, as 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 hereof, 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 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 (collectively, the “Company Financial Statements”) (x) complied as of their respective dates of filing in all material respects with the then applicable accounting requirements and with the published rules and regulations of the SEC with respect thereto, (y) were have been prepared in conformity 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 (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, in or (ii) as permitted by Regulation S-X under the case of interim financial statements, for normal and recurring year-end adjustments that were not (or will not be) material in amount or effectSecurities Act) and (z) fairly present fairly, in all material respects, respects the consolidated financial position of the Company and its consolidated subsidiaries as at the respective dates thereof and their consolidated Company Subsidiaries and the results of their operations and their consolidated cash flows as of the dates and for the respective periods referred then ended (subject, in the case of unaudited statements, to therein normal year-end audit adjustments, to the absence of notes and to any other adjustments described therein, including in any notes thereto) in conformity with GAAP (except as may be indicated therein or in the notes thereto or, in the case of interim financial statements, for normal and recurring year-end adjustments that were not (or will not be) material in amount or effectthereto). Neither the Company nor any Company Subsidiary is a party to, or has any commitment to become a party to any “off-balance sheet arrangements” (as defined in Item 303(a) of Regulation S-K 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 December 30January 1, 20112015, the Company has filed with or otherwise furnished to (as applicable) the SEC on a timely basis all registration statements, prospectuses, forms, reports, definitive proxy statements, schedules schedules, statements and other 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 SaxxxxxxXxxxxxxx-Xxxxx Xct Act of 2002, as amended (the “SaxxxxxxXxxxxxxx-Xxxxx XctAct”) (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”). As of their respective filing dates (or, if supplemented, modified or amended since the time of filingfiling and prior to the date of this Agreement, as of the date of the most recent supplement, modification or amendment), the Company SEC Documents (i) did not at the time each such document was filed contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary in order to make the statements made therein, in light of the circumstances under which they were made, not misleading and (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, 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 filedfiled with or furnished to the SEC. None of the Company Subsidiaries is currently required to file any forms or periodic reports with the SEC. As of the date hereofof 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 SECSEC Documents. Since December 30January 1, 20112015, the Company has been and is in compliance in all material respects with the applicable provisions of the SaxxxxxxXxxxxxxx-Xxxxx Xct. Act and the applicable listing and corporate governance rules and regulations of the NASDAQ. (b) 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”) (x) complied were, except as of their respective dates of filing may be indicated in all material respects with the then applicable accounting requirements and the published rules and regulations of the SEC with respect notes thereto, (y) were prepared in conformity accordance with GAAP (as in effect in the United States on the date of such Company Financial Statement) applied on a consistent basis in all material respects during the periods involved (except as may be indicated in the notes thereto orexcept, in the case of interim financial unaudited statements, for normal as permitted by SEC rules and recurring year-end adjustments that were not (or will not be) material in amount or effect) regulations and (zy) present fairly, in all material respects, the financial position of the Company and the consolidated Company Subsidiaries and the results of their operations and their cash flows as of the dates and for the periods referred to therein (except as may be indicated in the notes thereto or, in the case of interim financial statements, for normal and recurring year-end adjustments that were not (or will not be) be material in amount or effect). Neither . (c) As of the date hereof, other than as set forth in the Company Financial Statements, neither the Company nor any of the Company Subsidiary Subsidiaries is a party to, or has any commitment to become a party to to, any “off-off balance sheet arrangements” (as defined in that would be required to be disclosed under Item 303(a) of Regulation S-K of promulgated by 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.