Common use of Company SEC Documents; Undisclosed Liabilities Clause in Contracts

Company SEC Documents; Undisclosed Liabilities. 3.5.1 Since July 1, 2013 (the “Applicable Date”), the Company has filed or furnished, as applicable, with the SEC on a timely basis all reports, schedules, forms, statements and other documents (including all exhibits and other information incorporated therein, amendments and supplements thereto) required to be filed by the Company with the SEC pursuant to the Securities Act or the Exchange Act (collectively, the “Company SEC Documents”). As of their respective effective dates (in the case of Company SEC Documents that are registration statements filed pursuant to the requirements of the Securities Act) and as of their respective SEC filing dates or, if amended prior to the date of this Agreement, the date of the filing of such amendment, with respect to the portions that are amended (in the case of all other Company SEC Documents), the Company SEC Documents complied as to form in all material respects with the requirements of the Securities Act or the Exchange Act, as the case may be, applicable to such Company SEC Documents, and none of the Company SEC Documents as of such respective dates (or, if amended prior to the date of this Agreement, the date of the filing of such amendment, with respect to the disclosures that are amended) contained any untrue statement of a material fact or omitted to state a material fact necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading. As of the date of this Agreement, (i) there has been no material correspondence between the SEC and the Company since the Applicable Date that is not publicly available or that is not set forth or reflected in the Company SEC Documents, or that has not otherwise been disclosed to Parent prior to the date of this Agreement and (ii) the Company has not received written notice from the SEC since the Applicable Date that any of the Company SEC Documents is the subject of ongoing SEC review.

Company SEC Documents; Undisclosed Liabilities. 3.5.1 Since July 1, 2013 (the “Applicable Date”), the a) The Company has timely filed or furnished, as applicable, with the SEC on a timely basis all material reports, schedules, forms, statements and other documents (including all exhibits and other information incorporated therein, amendments and supplements thereto) required to be filed by the Company with the SEC pursuant to the Securities Act or the Exchange Act since January 1, 2010 (together with any documents or information furnished during such period by the Company to the SEC on a voluntary basis on Current Reports on Form 8-K and any reports, schedules, forms, registration statements and other documents filed with the SEC subsequent to the date hereof and prior to the Closing Date, collectively, the “Company SEC Documents”). As of their respective effective dates (in the case of Company SEC Documents that are registration statements filed pursuant to the requirements of the Securities Act) and as of their respective SEC filing dates or, if amended prior to the date of this Agreement, the date of the filing of such amendment, with respect to the portions that are amended (in the case of all other Company SEC Documents), the Company SEC Documents complied as to form in all material respects with the requirements of the Securities Act or the Exchange Act, as the case may be, applicable to such Company SEC Documents. Each of the Company SEC Documents, as amended prior to the date of this Agreement, complied (and each Company SEC Document filed subsequent to the date hereof will comply) in all material respects with, to the extent in effect at the time of filing or furnishing, the requirements of the Securities Act and the Exchange Act applicable to such Company SEC Documents, and none of the Company SEC Documents as of such respective dates (when filed or furnished or, if amended prior to the date of this Agreement, as of the date of the filing of such amendment, contained, or with respect to the disclosures that are amended) contained Company SEC Documents filed subsequent to the date hereof, will contain, any untrue statement of a material fact fact, omitted or omitted will omit to state a material fact required to be stated therein or necessary in order to make the statements therein, other than with respect to registration statements, in light of the circumstances under which they were made, not misleading. As of the date of this Agreementhereof, (i) there has been are no material correspondence between outstanding written comments from the SEC and the Company since the Applicable Date that is not publicly available or that is not set forth or reflected in with respect to the Company SEC Documents, or that has not otherwise been disclosed to Parent prior to the date of this Agreement and (ii) the Company has not received written notice from the SEC since the Applicable Date that any of the Company SEC Documents is the subject of ongoing SEC review.

Company SEC Documents; Undisclosed Liabilities. 3.5.1 (a) Since July January 1, 2013 (the “Applicable Date”)2020, the Company has timely filed or furnished, as applicable, with the furnished all SEC on a timely basis all reports, schedules, forms, statements and other documents Reports (including all exhibits and other information incorporated therein, amendments and supplements thereto) required to be filed by the Company with the SEC pursuant to the Securities Act or the Exchange Act (collectively, the “Company SEC DocumentsReports”). As of their respective effective dates (in the case of Each Company SEC Documents that are registration statements filed pursuant to the requirements of the Securities Act) and Report complied, as of their respective SEC its filing dates date (or, if amended or superseded by a filing prior to the date of this Agreement, on the date of the filing of such amendment, with respect to the portions that are amended (or superseding filing) or in the case of all other Company SEC Documents)registration statements, on the Company SEC Documents complied as to form date of effectiveness thereof, in all material respects with the applicable requirements of the Securities Act or Act, the Exchange Act, the Xxxxxxxx-Xxxxx Act and/or the listing standards and rules of the securities exchange on which the Company was listed at the time of such filing, as the case may be, applicable to each as in effect on the date that such Company SEC Documents, and none Report was filed. As of the Company SEC Documents as of such respective dates its filing date (or, if amended or superseded by a filing prior to the date of this Agreement, on the date of such amended or superseded filing), or in the filing case of such amendmentregistration statements, with respect to on the disclosures that are amended) contained date of effectiveness thereof, each Company SEC Report did not contain any untrue statement of a material fact or omitted omit to state a any material fact necessary in order to make the statements made therein, in the light of the circumstances under which they were made, not misleading. As The Company is, and since January 1, 2020 has been, in compliance in all material respects with the applicable provisions and requirements of the date Securities Act, the Exchange Act, the Xxxxxxxx-Xxxxx Act and the listing standards and rules of this Agreementthe securities exchange on which the Class A Common Stock traded. Since January 1, (i) there 2020, each principal executive officer and principal financial officer of the Company, as applicable, has been no material correspondence between made all certifications required by Rules 13a-14 and 15d-14 under the Exchange Act and Sections 302 and 906 of the Xxxxxxxx-Xxxxx Act and any related rules and regulations promulgated by the SEC and the Company since statements contained in any such certifications are true, correct and complete. There are no outstanding or unresolved comments received from the Applicable Date that is not publicly available or that is not set forth or reflected in SEC with respect to the Company SEC DocumentsReports or any registration statement filed by the Company and, or that has not otherwise been disclosed to Parent prior to the date Knowledge of this Agreement and (ii) the Company has not received written notice from the SEC since the Applicable Date that any Company, none of the Company SEC Documents Reports is the subject of ongoing SEC reviewreview or investigation. No Subsidiary of the Company is, or since January 1, 2020 has been, required to file any forms, reports or documents with the SEC.

Company SEC Documents; Undisclosed Liabilities. 3.5.1 Since July 1, 2013 (a) Except as set forth in Section 3.05(a) of the “Applicable Date”)Company Disclosure Schedule, the Company has timely filed with or furnishedfurnished to the SEC, as applicable, with the SEC on a timely basis all reports, schedules, forms, statements, prospectuses, registration statements and other documents (including all exhibits and other information incorporated therein, amendments and supplements thereto) required to be filed or furnished by the Company with the SEC pursuant to the Securities Act or the Exchange Act since January 1, 2012 (collectively, the “Company SEC Documents”). As Except as set forth in Section 3.05(a) of the Company Disclosure Schedule, as of their respective effective dates (in the case of Company SEC Documents that are registration statements filed pursuant to the requirements of the Securities Act) and as of their respective SEC filing dates or, if amended prior to the date of this Agreement, the date of the filing of such amendment, with respect to the portions that are amended (in the case of all other Company SEC Documents) (or, in either case, if amended or superseded by a subsequent filing, as of the date of the last such amendment or superseding filing prior to the date hereof), the each Company SEC Documents Document complied as to form in all material respects with the requirements of the Securities Act or the Exchange Act, as the case may be, and the rules and regulations of the SEC thereunder, applicable to such Company SEC Documents, and none of the Company SEC Documents Documents, including any financial statements, schedules or exhibits included or incorporated by reference therein as of such respective dates (or, if amended prior to the date of this Agreement, the date of the filing of such amendment, with respect to the disclosures that are amended) contained any untrue statement of a material fact or omitted to state a material fact necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading. As of the date of this Agreement, (i) to the Company’s Knowledge, there has been are no material correspondence between outstanding or unresolved comments in any comment letters received by the Company from the SEC and with respect to the Company since the Applicable Date that is not publicly available or that is not set forth or reflected in the Company Filed SEC Documents, or that has not otherwise been disclosed to Parent prior to . As of the date of this Agreement and (ii) Agreement, to the Company has not received written notice from the SEC since the Applicable Date that any Company’s Knowledge, none of the Company Filed SEC Documents is the subject of any ongoing review by the SEC. None of the Company’s Subsidiaries is, or (other than Tower Group, Inc.) since January 1, 2011 has been, required to file periodic reports with the SEC reviewpursuant to the Exchange Act.

Company SEC Documents; Undisclosed Liabilities. 3.5.1 Since July 1, 2013 (the “Applicable Date”), the a) The Company has filed or furnished, as applicable, with the SEC SEC, on a timely basis basis, all reports, schedules, forms, statements and other documents (including all exhibits and other information incorporated therein, amendments and supplements thereto) required to be filed or furnished, as applicable, by the Company with the SEC pursuant to the Securities Act or the Exchange Act since December 31, 2015 (collectively, the “Company SEC Documents”). As of their respective effective dates (in the case of Company SEC Documents that are registration statements filed pursuant to the requirements of the Securities Act) and as of their respective SEC filing dates or, if amended prior to the date of this Agreement, the date of the filing of such amendment, with respect to the portions that are amended (in the case of all other Company SEC Documents), the Company SEC Documents complied as to form in all material respects with the requirements of the Securities Act or the Exchange Act, as the case may be, applicable to such Company SEC Documents, and none of the Company SEC Documents as of such respective dates (or, if amended prior to the date of this Agreementhereof, the date of the filing of such amendment, with respect to the disclosures that are amended) contained any untrue statement of a material fact or omitted omitted, or will have omitted, to state a material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading. As of the date of this Agreementhereof, (i) the Company is eligible to file a Registration Statement on Form S-3, (ii) none of the Company’s Subsidiaries is required to file any documents with the SEC, (iii) there has been are no material correspondence between outstanding or unresolved comments in comment letters from the SEC and the Company since the Applicable Date that is not publicly available or that is not set forth or reflected in staff with respect to any of the Company SEC Documents, or that has not otherwise been disclosed to Parent prior Documents and (iv) to the date of this Agreement and (ii) the Company has not received written notice from the SEC since the Applicable Date that any Company’s Knowledge, none of the Company SEC Documents is the subject of ongoing SEC review, outstanding SEC comment or outstanding SEC investigation. Each of the certifications and statements relating to the Company SEC Documents required by: (A) Rule 13a-14 or Rule 15d-14 under the Exchange Act, (B) 18 U.S.C. § 1350 (Section 906 of the Sarbanes–Oxley Act) or (C) any other rule or regulation promulgated by the SEC or applicable to the Company SEC Documents is accurate and complete, and complies as to form and content with all applicable Laws.

Company SEC Documents; Undisclosed Liabilities. 3.5.1 Since July 1(a) Except as would not, 2013 (individually or in the “Applicable Date”)aggregate, reasonably be expected to be material to the Company, the Company has filed with or furnishedfurnished to the SEC, as applicable, with the SEC on a timely basis basis, all reports, schedules, forms, statements and other documents (including all exhibits and all other information incorporated therein, amendments and supplements thereto) required to be filed by the Company with or furnished by the Company to the SEC pursuant to the Securities Act of 1933 (the “Securities Act”), or the Exchange Act since January 1, 2022 (collectively, the “Company SEC Documents”). As of their respective effective dates (in the case of Company SEC Documents that are registration statements filed pursuant to the requirements of the Securities Act) and as of their respective SEC filing dates or, if amended prior to the date of this Agreementhereof, the date of the filing of such amendment, with respect to the portions that are amended (in the case of all other Company SEC Documents), the Company SEC Documents complied as to form in all material respects with the requirements of the Securities Act or Act, the Exchange Act and the Sxxxxxxx-Xxxxx Act of 2002 (the “Sxxxxxxx-Xxxxx Act”), as the case may be, applicable to such Company SEC Documents, and none of the Company SEC Documents as of such respective dates (or, if amended prior to the date of this Agreementhereof, the date of the filing of such amendment, with respect to the disclosures that are amended) contained any untrue statement of a material fact or omitted to state a material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading. As of the date of this Agreement, (i) there has been are no material correspondence between outstanding or unresolved comments received from the SEC and with respect to the Company since the Applicable Date that is not publicly available or that is not set forth or reflected in any of the Company SEC DocumentsDocuments and, or that has not otherwise been disclosed to Parent prior to the date of this Agreement and (ii) the Company has not received written notice from the SEC since the Applicable Date that any Company’s Knowledge, none of the Company SEC Documents is the subject of ongoing SEC review, outstanding SEC comment or outstanding SEC investigation. No Subsidiary of the Company is required to file any reports, schedules, form, statements, registration statement, proxy statement, certification or other documentation with, or make any other filing with or to furnish any other material to, the SEC.

Company SEC Documents; Undisclosed Liabilities. 3.5.1 Since July 1, 2013 (a) Except as set forth on Schedule 3.5(a) of the “Applicable Date”)Company Disclosure Schedule, the Company has filed with or furnishedfurnished to the SEC, as applicable, with the SEC on a timely basis basis, all reportsregistration statements, schedules, forms, reports and proxy statements and other documents (including all exhibits and other information incorporated therein, amendments and supplements thereto) required to be filed by the Company with the SEC pursuant to under the Securities Act or the Exchange Act since January 1, 2007 (collectively, and in each case including all exhibits and schedules thereto and documents incorporated by reference therein, the “Company SEC Documents”). As of their respective effective dates (in the case of Company SEC Documents that are registration statements filed pursuant to the requirements of the Securities Act) and as of their respective SEC filing dates or, if amended prior to the date of this Agreement, the date of the filing of such amendment, with respect to the portions that are amended (in the case of all other Company SEC Documents), the Company SEC Documents complied as to form in all material respects with the requirements of the Exchange Act, the Securities Act or and the Exchange Xxxxxxxx-Xxxxx Act of 2002 (the “Xxxxxxxx-Xxxxx Act”), as the case may be, and the rules and regulations of the SEC thereunder, applicable to such Company SEC Documents, and none of the Company SEC Documents as of such respective dates (or, if amended prior to the date of this Agreement, the date of the filing of such amendment, with respect to the disclosures that are amended) contained any untrue statement of a material fact or omitted to state a material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading. As of the date of this Agreement, (inone of the Company’s Subsidiaries is subject to the reporting requirements of Section 13(a) there or 15(d) under the Exchange Act. The Company has been no made available to Parent all material correspondence between the SEC and the Company since January 1, 2007. As of the Applicable Date that is not publicly available date of this Agreement, there are no material outstanding or that is not set forth or reflected in unresolved comments received from the SEC with respect to the Company SEC Documents, or that has not otherwise been disclosed to Parent prior to the date of this Agreement and (ii) the Company has not received written notice from the SEC since the Applicable Date that any of the Company SEC Documents is the subject of ongoing SEC review.

Company SEC Documents; Undisclosed Liabilities. 3.5.1 Since July 1, 2013 (the “Applicable Date”), the a) The Company has filed with or furnished, furnished to (as applicable) the SEC all reports, schedules, forms, statements, registration statements, prospectuses, proxy statements and other documents required to be filed or furnished by the Company with the SEC on a timely basis all reports, schedules, forms, statements and other documents (including all exhibits and other information incorporated therein, amendments and supplements thereto) required to be filed by the Company with the SEC pursuant to the Securities Act or the Exchange Act since January 1, 2021 (collectivelycollectively with any other reports, schedules, forms, certifications, statements, registration statements, prospectuses, proxy statements and other documents, including the exhibits and other information incorporated therein, filed or furnished by the Company with the SEC after the date hereof, the “Company SEC Documents”). As of their respective effective dates (in the case of Company SEC Documents that are registration statements filed pursuant to the requirements of the Securities Act) and as of or their respective SEC filing dates or, if amended prior to the date of this Agreement, the date of the filing of such amendment, with respect to the portions that are amended (in the case of all other Company SEC Documents), 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 complied as to form in all material respects with the requirements of the Securities Act or Act, the Exchange Act, the Sxxxxxxx-Xxxxx Act and the applicable rules and regulations of the SEC promulgated thereunder and the NYSE, as the case may be, applicable to such Company SEC Documents, and none of the Company SEC Documents as of such respective dates (or, if amended prior to the date of this Agreement, the date of the filing of such amendment, with respect to the disclosures that are amended) contained any untrue statement of a material fact or omitted to state a material fact necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading. As of the date of this Agreementhereof, (i) there has been are no material correspondence between the SEC and the Company since the Applicable Date that is not publicly available outstanding or that is not set forth or reflected in the Company SEC Documents, or that has not otherwise been disclosed to Parent prior to the date of this Agreement and (ii) the Company has not received written notice unresolved comments from the SEC since the Applicable Date that staff with respect to any of the Company SEC Documents is the subject of ongoing SEC reviewDocument.

Company SEC Documents; Undisclosed Liabilities. 3.5.1 Since July 1, 2013 (the “Applicable Date”), the a) The Company has filed with or furnishedfurnished to the SEC, as applicable, with the SEC on a timely basis basis, all required reports, schedules, forms, statements and other documents (including all exhibits and other information incorporated therein, amendments and supplements thereto) required to be filed by the Company with or furnished by the Company to the SEC pursuant to the Securities Act of 1933 and the rules and regulations promulgated thereunder (the “Securities Act”), or the Exchange Act since January 1, 2018 (collectively, the “Company SEC Documents”). As of their respective effective dates (in the case of Company SEC Documents that are registration statements filed pursuant to the requirements of the Securities Act) and as of their respective SEC filing dates or, if amended prior to the date of this Agreementhereof, the date of the filing of such amendment, with respect to the portions that are amended (in the case of all other Company SEC Documents), the Company SEC Documents complied as to form in all material respects with the requirements of the Securities Act or Act, the Exchange Act and the Xxxxxxxx-Xxxxx Act of 2002 (the “Xxxxxxxx-Xxxxx Act”), as the case may be, applicable to such Company SEC Documents, and none of the Company SEC Documents as of such respective dates (or, if amended prior to the date of this Agreementhereof, the date of the filing of such amendment, with respect to the disclosures that are amended) contained any untrue statement of a material fact or omitted to state a material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading. As of the date of this Agreement, (ix) there has been are no material correspondence between outstanding or unresolved comments received from the SEC and the Company since the Applicable Date that is not publicly available or that is not set forth or reflected in with respect to any of the Company SEC Documents, or that has not otherwise been disclosed to Parent prior Documents and (y) to the date Knowledge of this Agreement and (ii) the Company has not received written notice from the SEC since the Applicable Date that any Company, none of the Company SEC Documents is the subject of ongoing SEC review, outstanding SEC comment or outstanding SEC investigation. None of the Company’s Subsidiaries (i) is required to file or furnish any documents with the SEC or any securities regulation (or similar) regime of a non-U.S. Governmental Authority or (ii) has any securities that are listed on either a U.S. or non-U.S. securities exchange.

Company SEC Documents; Undisclosed Liabilities. 3.5.1 Since July 1, 2013 (the “Applicable Date”), the a) The Company has and its Subsidiaries have filed or furnished, as applicable, with the SEC on a timely basis all reports, schedules, forms, statements certifications, prospectuses, and registration, proxy and other documents (including all exhibits and other information incorporated therein, amendments and supplements thereto) statements required to be filed by the Company them with the SEC pursuant since December 31, 2010 (collectively, and together with any other reports on Form 8-K (other than any information in or any exhibit to such reports which is deemed not to be “filed” and is not specifically identified in any filing under the Securities Act or the Exchange Act (collectivelyas being incorporated therein by reference) filed on a voluntary basis, and in each case including all other exhibits and schedules thereto and documents incorporated by reference therein, the “Company SEC Documents”). As The Company SEC Documents, as of their respective effective dates (in the case of Company SEC Documents that are registration statements filed pursuant to the requirements of the Securities Act) and as of their respective SEC filing dates or, if amended prior to the date of this Agreement, the date of the filing of such amendment, with respect to the portions that are amended (in the case of all other Company SEC Documents), or, if amended, supplemented or superseded, as finally amended, supplemented or superseded prior to the Company SEC Documents date of this Agreement, complied as to form in all material respects with the requirements of the Exchange Act, the Securities Act or and the Exchange Xxxxxxxx-Xxxxx Act, as the case may be, applicable to such Company SEC Documents, and none of the Company SEC Documents as of such respective dates (or, if amended prior to the date of this Agreement, the date of the filing of such amendment, with respect to the disclosures that are amended) contained any untrue statement of a material fact or omitted to state a material fact required to be stated therein or necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading. As of the date of this Agreement, (i) there has been are no material correspondence between outstanding or unresolved comments received from the SEC and the Company since the Applicable Date that is not publicly available or that is not set forth or reflected in staff with respect to the Company SEC Documents. To the Knowledge of the Company, or that has not otherwise been disclosed to Parent prior to the date of this Agreement and (ii) the Company has not received written notice from the SEC since the Applicable Date that any none of the Company SEC Documents is the subject of ongoing SEC reviewreview or investigation.

Company SEC Documents; Undisclosed Liabilities. 3.5.1 Since July 1, 2013 (the “Applicable Date”), the a) The Company has filed or furnished, as applicable, with the SEC on a timely basis all reports, schedules, forms, statements and other documents (including all exhibits and other information incorporated therein, amendments and supplements thereto) required to be filed by the Company with the SEC pursuant to the Securities Act of 1933 and the rules and regulations promulgated thereunder (the “Securities Act”), or the Exchange Act since February 10, 2021 (collectively, the “Company SEC Documents”). As of their respective effective dates (in the case of Company SEC Documents that are registration statements filed pursuant to the requirements of the Securities Act) and as of their respective SEC filing dates or, if amended prior to the date of this Agreementhereof, the date of the filing of such amendment, with respect to the portions that are amended (in the case of all other Company SEC Documents), the Company SEC Documents complied as to form in all material respects with the requirements of the Securities Act or Act, the Exchange Act and the Xxxxxxxx-Xxxxx Act of 2002 (the “Xxxxxxxx-Xxxxx Act”), as the case may be, applicable to such Company SEC Documents, and none of the Company SEC Documents as of such respective dates (or, if amended prior to the date of this Agreementhereof, the date of the filing of such amendment, with respect to the disclosures that are amended) contained any untrue statement of a material fact or omitted to state a material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading, except to the extent that the information in such Company SEC Documents has been amended or superseded by a later Company SEC Document filed prior to the date of this Agreement. As of the date of this Agreement, (i) there has been are no material correspondence between outstanding or unresolved comments received from the SEC and the Company since the Applicable Date that is not publicly available or that is not set forth or reflected in with respect to any of the Company SEC DocumentsDocuments and, or that has not otherwise been disclosed to Parent prior to the date of this Agreement and (ii) the Company has not received written notice from the SEC since the Applicable Date that any Company’s Knowledge, none of the Company SEC Documents is the subject of ongoing SEC review, outstanding SEC comment or outstanding SEC investigation. None of the Company’s Subsidiaries (i) is required to file or furnish any documents with the SEC or any securities regulation (or similar) regime of a non-U.S. Governmental Authority or (ii) has any securities that are listed on either a U.S. or non-U.S. securities exchange.

Company SEC Documents; Undisclosed Liabilities. 3.5.1 (a) Since July May 1, 2013 (the “Applicable Date”)2019, each of the Company and the Notes Issuer has timely filed or furnished, as applicable, with the furnished all SEC on a timely basis all reports, schedules, forms, statements and other documents Reports (including all exhibits and other information incorporated therein, amendments and supplements thereto) required to be filed by the Company with the SEC pursuant to the Securities Act or the Exchange Act (collectively, the “Company SEC DocumentsReports”). As Each Company SEC Report complied, as of their respective effective dates its filing date (or, if amended or superseded by a filing prior to the date of this Agreement and prior to the Closing, on the date of such amended or superseding filing) or in the case of Company SEC Documents that are registration statements filed pursuant to statements, on the date of effectiveness thereof, in all material respects with the applicable requirements of the Securities Act) and , the Exchange Act, the Sxxxxxxx-Xxxxx Act and/or the rules of the securities exchange on which the Company or the Notes Issuer, as applicable, was listed at the time of their respective such filing, as the case may be, each as in effect on the date that such Company SEC Report was filed. As of its filing dates date (or, if amended or superseded by a filing prior to the date of this Agreement, on the date of the filing of such amendmentamended or superseded filing), with respect to the portions that are amended (or in the case of all other registration statements, on the date of effectiveness thereof, each Company SEC Documents)Report did not contain, the and each Company SEC Documents complied as Report to form in all material respects with the requirements of the Securities Act be filed on or the Exchange Act, as the case may be, applicable to such Company SEC Documents, and none of the Company SEC Documents as of such respective dates (or, if amended prior to after the date of this Agreement, the date of the filing of such amendment, with respect Agreement and prior to the disclosures that are amended) contained Closing will not contain any untrue statement of a material fact or omitted omit to state a any material fact necessary in order to make the statements made therein, in the light of the circumstances under which they were made, not misleading. Each of the Company and the Notes Issuer is, and since May 1, 2019 has been, in compliance in all material respects with the applicable provisions of the Sxxxxxxx-Xxxxx Act. Since May 1, 2019, each principal executive officer and principal financial officer of the Company and the Notes Issuer, as applicable, has made all certifications required by Rules 13a-14 and 15d-14 under the Exchange Act and Sections 302 and 906 of the Sxxxxxxx-Xxxxx Act and any related rules and regulations promulgated by the SEC and the statements contained in any such certifications are true and complete. As of the date of this Agreement, (ix) there has been are no material correspondence between outstanding or unresolved comments received from the SEC and the Company since the Applicable Date that is not publicly available or that is not set forth or reflected in with respect to the Company SEC DocumentsReports or any registration statement filed by the Company or the Notes Issuer and (y) to the Knowledge of the Company, none of the Company SEC Reports is the subject of ongoing SEC review or that investigation. To the Knowledge of the Company, no event or circumstance has not otherwise been disclosed to Parent occurred prior to the date of this Agreement and (ii) that would require the Company has not received written notice from filing of a Form 8-K within the SEC since four business days after the Applicable Date that any date of this Agreement, except such as would be filed upon announcement of this Agreement or the Other Financing Transactions. No Subsidiary of the Company SEC Documents is other than the subject of ongoing SEC reviewNotes Issuer is, or since May 1, 2019 has been, required to file any forms, reports or documents with the SEC.

Company SEC Documents; Undisclosed Liabilities. 3.5.1 Since July 1, 2013 (the “Applicable Date”), the a) The Company has filed with or furnished, furnished to (as applicable) the SEC all reports, schedules, forms, statements, registration statements, prospectuses, proxy statements and other documents required to be filed or furnished by the Company with the SEC on a timely basis all reports, schedules, forms, statements and other documents (including all exhibits and other information incorporated therein, amendments and supplements thereto) required to be filed by the Company with the SEC pursuant to the Securities Act or the Exchange Act since January 1, 2021 (collectivelycollectively with any other reports, schedules, forms, certifications, statements, registration statements, prospectuses, proxy statements and other documents, including the exhibits and other information incorporated therein, filed or furnished by the Company with the SEC after the date hereof, the “Company SEC Documents”). As of their respective effective dates (in the case of Company SEC Documents that are registration statements filed pursuant to the requirements of the Securities Act) and as of or their respective SEC filing dates or, if amended prior to the date of this Agreement, the date of the filing of such amendment, with respect to the portions that are amended (in the case of all other Company SEC Documents), 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 complied as to form in all material respects with the requirements of the Securities Act or Act, the Exchange Act, the Xxxxxxxx-Xxxxx Act and the applicable rules and regulations of the SEC promulgated thereunder and the NYSE, as the case may be, applicable to such Company SEC Documents, and none of the Company SEC Documents as of such respective dates (or, if amended prior to the date of this Agreement, the date of the filing of such amendment, with respect to the disclosures that are amended) contained any untrue statement of a material fact or omitted to state a material fact necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading. As of the date of this Agreementhereof, (i) there has been are no material correspondence between the SEC and the Company since the Applicable Date that is not publicly available outstanding or that is not set forth or reflected in the Company SEC Documents, or that has not otherwise been disclosed to Parent prior to the date of this Agreement and (ii) the Company has not received written notice unresolved comments from the SEC since the Applicable Date that staff with respect to any of the Company SEC Documents is the subject of ongoing SEC reviewDocument.

Company SEC Documents; Undisclosed Liabilities. 3.5.1 Since July 1, 2013 (the “Applicable Date”), the a) The Company has filed with or furnishedfurnished to the SEC, as applicable, with the SEC on a timely basis basis, all registration statements, reports, schedules, forms, prospectuses, proxy statements and other documents required to be filed with or furnished to the SEC since January 1, 2011 (collectively, and in each case including all exhibits and other information schedules thereto and documents incorporated by reference therein, amendments as such statements and supplements thereto) required to be filed by reports may have been amended since the Company with the SEC pursuant to the Securities Act or the Exchange Act (collectivelydate of their filing, the “Company SEC Documents”). As of their respective effective dates (in the case of Company SEC Documents that are registration statements filed pursuant to the requirements of the Securities Act) and as of their respective SEC filing dates or, if amended prior to the date of this Agreement, the date of the filing of such amendment, with respect to the portions that are amended (in the case of all other Company SEC Documents), or in the case of amendments thereto, as of the last such amendment, (i) the Company SEC Documents complied as complied, and each Company SEC Document filed subsequent to form the date hereof will comply, in all material respects with the requirements of the Exchange Act, the Securities Act or and the Exchange Xxxxxxxx-Xxxxx Act of 2002 (the “Xxxxxxxx-Xxxxx Act”) and NASDAQ, as the case may be, and the rules and regulations of the SEC thereunder, applicable to such Company SEC Documents, and (ii) none of the Company SEC Documents as of such respective dates (or, if amended prior to the date of this Agreementamended, the date of the filing of such amendment, with respect to the disclosures that are amended) contained contained, and each Company SEC Document filed subsequent to the date hereof will not contain, any untrue statement of a material fact or omitted to state a material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading. As To the Knowledge of the date of this AgreementCompany, (i) there has been no material correspondence between the SEC and the Company since the Applicable Date that is not publicly available or that is not set forth or reflected in the Company SEC Documents, or that has not otherwise been disclosed to Parent prior to the date of this Agreement and (ii) the Company has not received written notice from the SEC since the Applicable Date that any none of the Company SEC Documents is the subject of ongoing SEC reviewreview or investigation. None of the Subsidiaries of the Company is subject to the reporting requirements of Section 13 or 15 of the Exchange Act.

Company SEC Documents; Undisclosed Liabilities. 3.5.1 Since July January 1, 2013 (the “Applicable Date”)2005, the Company has filed or furnished, as applicable, with the SEC on a timely basis all reports, schedules, forms, statements and other documents (including all exhibits and other information incorporated therein, amendments and supplements thereto) required to be filed by the Company with the SEC pursuant to the Securities Act or and the Exchange Act (collectively, and in each case including all exhibits and schedules thereto and documents incorporated by reference therein, the “Company SEC Documents”). As of their respective effective dates (in the case of Company SEC Documents that are registration statements filed pursuant to the requirements of the Securities Act) and as of their respective SEC filing dates or, if amended prior to the date of this Agreement, the date of the filing of such amendment, with respect to the portions that are amended (in the case of all other Company SEC Documents)dates, the Company SEC Documents complied as to form in all material respects with the requirements of the Securities Act or the Exchange Act, as the case may be, and the rules and regulations of the SEC promulgated thereunder applicable to such Company SEC Documents. Except to the extent that information contained in any Company SEC Document has been revised or superseded by a later filed Company SEC Document, and none of the Company SEC Documents as of such respective dates (or, if amended prior to the date of this Agreement, the date of the filing of such amendment, with respect to the disclosures that are amendedincluding any and all Company SEC Financial Statements included therein) contained contains any untrue statement of a material fact or omitted omits to state a material fact required to be stated therein or necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading. As The financial statements of the date of this Agreement, (i) there has been no material correspondence between the SEC and the Company since the Applicable Date that is not publicly available or that is not set forth or reflected included in the Company SEC Documents, or that has not otherwise been disclosed Documents (the “Company SEC Financial Statements”) comply as to Parent prior to form in all material respects with applicable published accounting requirements and the date published rules and regulations of this Agreement and (ii) the Company has not received written notice from the SEC since with respect thereto, have been prepared in accordance with GAAP, applied on a consistent basis during the Applicable Date that any periods involved (except as may be indicated in the notes thereto) and fairly present the financial position of the Company SEC Documents is as of the subject dates thereof and the results of ongoing SEC reviewits operations and cash flows for the periods then ended (subject, in the case of unaudited quarterly statements, to normal recurring year-end audit adjustments). The Company has no liabilities or obligations of any nature (whether accrued, absolute, contingent or otherwise) required by GAAP to be recognized or disclosed on a balance sheet of the Company or in the notes thereto, except (i) liabilities reflected in the audited balance sheet of the Company as of Xxxxx 00, 0000, (xx) liabilities incurred since March 31, 2008, in the ordinary course of business consistent with past practice and (iii) liabilities that would not be reasonably likely to have a Material Adverse Effect with respect to the Company.

Company SEC Documents; Undisclosed Liabilities. 3.5.1 Since July 1, 2013 (the “Applicable Date”), the a) The Company has timely filed with or furnished, as applicable, with furnished to the SEC on a timely basis all material reports, schedules, forms, statements and other documents (including all exhibits and all other information incorporated therein, amendments and supplements thereto) required to be filed by the Company with the SEC pursuant to under the Securities Act, the Exchange Act or the Exchange Xxxxxxxx-Xxxxx Act since October 5, 2020 (collectively, the “Company SEC Documents”). As of their respective effective dates (in the case of Company SEC Documents that are registration statements filed pursuant to the requirements of the Securities Act) and as of their respective SEC filing dates or, if amended prior to the date of this Agreement, the date of the filing of such amendment, with respect to the portions that are amended (in the case of all other Company SEC Documents), the Company SEC Documents complied as to form in all material respects with the requirements of NASDAQ, the Securities Act or Act, the Exchange Act and the Xxxxxxxx-Xxxxx Act, as the case may be, applicable to such Company SEC Documents, and none of the Company SEC Documents as of such respective dates (or, if amended prior to the date of this Agreementhereof, the date of the filing of such amendment, with respect to the disclosures that are amended) contained any untrue statement of a material fact or omitted to state a material fact necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading. As of the date of this Agreementhereof, (i) there has been are no material correspondence between outstanding or unresolved comments received from the SEC and the Company since the Applicable Date that is not publicly available or that is not set forth or reflected in with respect to any of the Company SEC Documents, or that . The Company has not otherwise been disclosed made available to Parent prior true and complete copies of any material correspondence since October 5, 2020 with the SEC. As of the date hereof, to the date Knowledge of this Agreement and (ii) the Company has not received written notice from the SEC since the Applicable Date that any Company, none of the Company SEC Documents is the subject of ongoing SEC reviewreview or ongoing SEC investigation. None of the Company Subsidiaries are required to file periodic reports with the SEC pursuant to the Exchange Act. The Company is in compliance in all material respects with the applicable listing and corporate governance rules and regulations of NASDAQ.

Company SEC Documents; Undisclosed Liabilities. 3.5.1 Since July 1, 2013 (the “Applicable Date”), the The Company has filed or furnished, as applicable, with the SEC on a timely basis and furnished all required reports, schedules, forms, statements prospectuses, and registration, proxy and other statements with the SEC since July 1, 2003 (collectively and together with all documents (filed on a voluntary basis on Form 8-K, and in each case including all exhibits and other information schedules thereto and documents incorporated by reference therein, amendments and supplements thereto) the "Company SEC Documents"). None of the Company's Subsidiaries is required to be filed by the Company file periodic reports with the SEC pursuant to the Securities Act or the Exchange Act (collectively, the “Company SEC Documents”)Act. As of their respective effective dates (in the case of Company SEC Documents that are registration statements filed pursuant to the requirements of the Securities Act) and and, as of their respective SEC filing dates or, if amended prior to the date of this Agreement, the date of the filing of such amendment, with respect to the portions that are amended (in the case of all other Company SEC Documents), the Company SEC Documents complied as to form in all material respects with the requirements of the Exchange Act and the Securities Act or the Exchange Act, as the case may be, applicable to such Company SEC Documents, and none of the Company SEC Documents as of such respective dates (or, if amended prior to the date of this Agreement, the date of the filing of such amendment, with respect to the disclosures that are amended) contained any untrue statement of a material fact or omitted to state a material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading. As To the Knowledge of the Company, no investigation by the SEC with respect to the Company or any of its Subsidiaries is pending or threatened. The consolidated financial statements of the Company included in the Company SEC Documents comply as to form in all material respects with applicable accounting requirements and the published rules and regulations of the SEC with respect thereto, have been prepared in accordance with GAAP (except, in the case of unaudited quarterly statements, as indicated in the notes thereto) applied on a consistent basis during the periods involved (except as may be indicated in the notes thereto) and fairly present the consolidated financial position of the Company and its consolidated Subsidiaries as of the dates thereof and the consolidated results of their operations and cash flows for the periods then ended (subject, in the case of unaudited quarterly statements, to normal year-end audit adjustments, none of which has been or will be, individually or in the aggregate, material to the Company and its Subsidiaries, taken as a whole). Without limiting the generality of the foregoing, with respect to each Annual Report on Form 10-K and each Quarterly Report on Form 10-Q included in the Company SEC Documents (as the same may have been amended prior to the date hereof), the financial statements and other financial information included in such reports fairly present (within the meaning of the Sxxxxxxx-Xxxxx Act of 2002) in all material respects the financial condition and results of operations of the Company as of, and for, the periods presented in such Company SEC Documents. The Company has established and maintains disclosure controls and procedures (as such term is defined in Rule 13a-15(e) and Rule 15d- 15(e) under the Exchange Act) and internal control over financial reporting (as such term is defined in Rule 13a-15(f) and Rule 15d-15(f) under the Exchange Act). The principal executive officer and the principal financial officer of the Company have timely made all certifications required by the Sxxxxxxx-Xxxxx Act of 2002 and any rules and regulations promulgated by the SEC thereunder (the "SOxA"). All of the statements contained in the certifications included as exhibits to the Company's most recent periodic report are complete and correct as of the date of this Agreement. The Company's principal executive officer and its principal financial officer have disclosed, based on their most recent evaluation of internal control over financial reporting, to the Company's auditors and the audit committee of the Board of Directors of the Company (x) all significant deficiencies and material weaknesses (as such terms are defined in PCAOB Auditing Standard No. 2) in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the Company's ability to record, process, summarize and report financial data and have identified for the Company's auditors any material weaknesses in internal controls (each a "Financial Control Weakness") and (y) 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. The Company is in compliance with Section 404 of the SOxA. The Company (i) there has been no material correspondence between keeps books, records and accounts which, in reasonable detail, accurately and fairly reflect the SEC transactions and dispositions of the assets of the Company since and its Subsidiaries and (ii) maintains a system of internal accounting controls sufficient to provide reasonable assurances that (w) transactions are executed in accordance with management's general or specific authorization; (x) transactions are recorded as necessary (1) to permit preparation of financial statements in accordance with GAAP and (2) to maintain accountability for assets; (y) access to assets is permitted only in accordance with management's general or specific authorization; and (z) the Applicable Date that recorded accountability for assets is not publicly available compared with the existing assets at reasonable intervals and appropriate action is taken with respect to any differences. The Company is in compliance in all material respects with the provisions of Section 13(b) of the Exchange Act. Neither the Company nor any of its Subsidiaries nor, to the Company's Knowledge, any director, officer, agent, employee or that is not other Person acting on behalf of the Company or any of its Subsidiaries, has (i) used any corporate or other funds for unlawful contributions, payments, gifts or entertainment, or made any unlawful expenditures relating to political activity to government officials or others or established or maintained any unlawful or unrecorded funds in violation of Section 30A of the Exchange Act or (ii) accepted or received any unlawful contributions, payments, gifts or expenditures. Except as set forth or reflected in the Company SEC DocumentsDocuments or for events (or series of related matters) as to which the amounts involved do not exceed $60,000, since the Company's proxy statement dated October 10, 2005, no event has occurred that would be required to be reported pursuant to Item 404 of Regulation S-K promulgated by the SEC. Except as set forth on Section 3.5(f) of the Company Disclosure Schedule, since July 1, 2003, neither the Company nor any of its Subsidiaries nor any of their respective directors or officers or, to the Knowledge of the Company, employees, auditors or accountants has received or otherwise had or obtained knowledge of any material complaint, allegation, assertion or claim, whether written or oral, regarding the accounting or auditing practices, procedures, methodologies or methods of the Company or any of its Subsidiaries or their respective internal accounting controls, including any material complaint, allegation, assertion or claim that the Company or any of its Subsidiaries has engaged in questionable accounting or auditing practices. Since July 1, 2003, no attorney representing the Company or any of its Subsidiaries, whether or not otherwise been disclosed employed by the Company or any of its Subsidiaries, has reported evidence of a material violation of securities Laws, breach of fiduciary duty or similar violation by the Company or any of its officers, directors, employees or agents to Parent the Board of Directors of the Company or any committee thereof or to any director or officer of the Company. Neither the Company nor any of its Subsidiaries has any liabilities or obligations of any nature (whether accrued, absolute, contingent or otherwise, and whether known or unknown) whether or not required, if known, to be reflected or reserved against on a consolidated balance sheet of the Company prepared in accordance with GAAP or the notes thereto, except liabilities (i) as and to the extent set forth on the audited balance sheet of the Company and its Subsidiaries as of June 30, 2005 (the "Balance Sheet Date") (including the notes thereto) included in the Company SEC Documents filed by the Company and publicly available prior to the date of this Agreement and (the "Filed Company SEC Documents"), (ii) incurred after the Balance Sheet Date in the ordinary course of business consistent with past practice, (iii) arising in the ordinary course of business pursuant to Contracts disclosed on the Company has Disclosure Schedule or (iv) that, individually or in the aggregate, are not received written notice from material to the SEC since Company and its Subsidiaries taken as a whole. Neither the Applicable Date that Company nor any of its Subsidiaries is a party to, or has any commitment to become a party to, any joint venture, off- balance sheet partnership or any similar Contract (including any Contract or arrangement relating to any transaction or relationship between or among the Company and any of its Subsidiaries, on the one hand, and any unconsolidated Affiliate, including any structured finance, special purpose or limited purpose entity or Person, on the other hand, or any "off-balance sheet arrangements" (as defined in Item 303(a) of Regulation S-K of the 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 its Subsidiaries in the Company's or such Subsidiary's published financial statements or any Company SEC Documents is the subject of ongoing SEC reviewDocuments.

Company SEC Documents; Undisclosed Liabilities. 3.5.1 Since July 1, 2013 (the “Applicable Date”), the i) The Company has filed with or furnishedfurnished to the SEC, as applicable, with the SEC on a timely basis basis, all reports, schedules, forms, statements statements, certifications, reports and other documents (including all exhibits and other information incorporated therein, amendments and supplements thereto) required to be filed or furnished by the Company it with the SEC pursuant to the Securities Exchange Act or the Exchange Securities Act of 1933 (the “Securities Act”) since January 1, 2012 (collectively, and in each case including all exhibits and schedules thereto and documents incorporated by reference therein, as such statements and reports may have been amended since the date of their filing, the “Company SEC Documents”). As of their respective effective dates (in the case of Company SEC Documents that are registration statements filed pursuant to the requirements of the Securities Act) and as of their respective SEC filing dates or, if amended prior to the date of this Agreement, the date of the filing of such amendment, with respect to the portions that are amended (in the case of all other Company SEC Documents), and giving effect to any amendments or supplements thereto filed prior to the date of this Agreement, (x) the Company SEC Documents complied as filed prior to form the date of this Agreement complied, and the Company SEC Reports to be filed after the date of this Agreement will comply, in all material respects with the requirements of the Exchange Act, the Securities Act or and the Exchange Xxxxxxxx-Xxxxx Act of 2002 (the “Xxxxxxxx-Xxxxx Act”), as the case may be, and the rules and regulations of the SEC thereunder, applicable to such Company SEC Documents, and (y) none of the Company SEC Documents as of such respective dates (or, if amended prior to the date of this Agreement, the date of the filing of such amendment, with respect to the disclosures that are amended) contained (or with respect to the Company SEC Documents filed by or furnished to the SEC after the date hereof will contain), any untrue statement of a material fact or omitted (or with respect to the Company SEC Documents filed or furnished to the SEC after the date hereof will omit) to state a material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading. As of the date of this Agreement, (i) there has been are no material correspondence between outstanding or unresolved written comments received from the SEC and the Company since the Applicable Date that is not publicly available or that is not set forth or reflected in with respect to the Company SEC Documents. To the Knowledge of the Company, or that has not otherwise been disclosed to Parent prior to as of the date of this Agreement and (ii) the Company has not received written notice from the SEC since the Applicable Date that any Agreement, none of the Company SEC Documents is the subject of ongoing SEC reviewreview or outstanding SEC comment or investigation.

Company SEC Documents; Undisclosed Liabilities. 3.5.1 Since July 1, 2013 (the “Applicable Date”), the a) The Company has filed or furnished, as applicable, with the SEC on a timely basis all material reports, schedules, forms, statements and other documents (including all exhibits and other information incorporated therein, amendments and supplements thereto) required to be filed by the Company with the SEC pursuant to the Securities Act or the Exchange Act since January 1, 2015 (collectively, the “Company SEC Documents”). As of their respective effective dates (in the case of Company SEC Documents that are registration statements filed pursuant to the requirements of the Securities Act) and as of their respective SEC filing dates or, if amended prior to the date of this Agreementhereof, the date of the filing of such amendment, with respect to the portions that are amended (in the case of all other Company SEC Documents), the Company SEC Documents complied as to form in all material respects with the requirements of the Securities Act or the Exchange Act, as the case may be, applicable to such Company SEC Documents, and none of the Company SEC Documents as of such respective dates (or, if amended prior to the date of this Agreementhereof, the date of the filing of such amendment, with respect to the disclosures that are amended) contained any untrue statement of a material fact or omitted to state a material fact necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading. As (b) The consolidated financial statements of the date of this Agreement, Company (iincluding all related notes or schedules) there has been no material correspondence between the SEC and the Company since the Applicable Date that is not publicly available included or that is not set forth or reflected incorporated by reference in the Company SEC Documents, or that has not otherwise been disclosed to Parent as of their respective dates of filing with the SEC (or, if such Company SEC Documents were amended prior to the date hereof, the date of this Agreement the filing of such amendment, with respect to the consolidated financial statements that are amended or restated therein), complied as to form in all material respects with the published rules and regulations of the SEC with respect thereto, have been prepared in all material respects in accordance with GAAP (except, in the case of unaudited quarterly statements, as permitted by Form 10-Q of the SEC or other rules and regulations of the SEC) applied on a consistent basis during the periods involved (except (i) as may be indicated in the notes thereto or (ii) as permitted by Regulation S-X) and fairly present in all material respects the Company has not received written notice from the SEC since the Applicable Date that any consolidated financial position of the Company and its consolidated Subsidiaries as of the dates thereof and the consolidated results of their operations and cash flows for the periods shown (subject, in the case of unaudited quarterly financial statements, to normal year‑end adjustments). 12 (c) Neither the Company nor any of its Subsidiaries has any liabilities of any nature (whether accrued, absolute, contingent or otherwise), except liabilities (i) reflected or reserved against in the consolidated balance sheet (or the notes thereto) of the Company as of December 31, 2016 (the “Balance Sheet Date”), included in the Filed SEC Documents is Documents, (ii) incurred after the subject Balance Sheet Date in the ordinary course of ongoing SEC reviewbusiness consistent with past practice, (iii) as contemplated by this Agreement or otherwise incurred in accordance with this Agreement in connection with the Transactions or (iv) as would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect. (d) The Company has established and maintains disclosure controls and procedures and a system of internal controls over financial reporting (as such terms are defined in paragraphs (e) and (f), respectively, of Rule 13a-15 under the Exchange Act) as required by Rule 13a-15 under the Exchange Act. As of the date hereof, neither the Company nor, to the Company’s Knowledge, the Company’s independent registered public accounting firm, has identified or been made aware of “significant deficiencies” or “material weaknesses” (as defined by the Public Company Accounting Oversight Board) in the design or operation of the Company’s internal controls over financial reporting which would reasonably be expected to adversely affect in any material respect the Company’s ability to record, process, summarize and report financial data, in each case which has not been subsequently remediated. (e) The Proxy Statement (including any amendment or supplement thereto), at the time first sent or given to the shareholders of the Company and at the time of the Company Shareholders’ Meeting, will comply as to form in all material respects with the requirements of the Exchange Act and will not contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they are made, not misleading. Notwithstanding the foregoing, the Company makes no representation or warranty with respect to statements made or incorporated by reference therein based on information supplied by or on behalf of Parent or Merger Sub or any Affiliates thereof for inclusion or incorporation by reference in the Proxy Statement. SECTION 3.06.

Company SEC Documents; Undisclosed Liabilities. 3.5.1 Since July 1, 2013 (the “Applicable Date”), the a) The Company has filed with or furnished, as applicable, with furnished to the SEC on a timely basis all material reports, schedules, forms, statements and other documents (including all exhibits and other information incorporated therein, amendments and supplements thereto) required to be filed or furnished by the Company with the SEC pursuant to under the Securities Act or the Exchange Act since the Applicable Date (collectively, together with any exhibits and schedules thereto and other information incorporated therein, the “Company SEC Documents”). As of their respective effective dates (in the case of Company SEC Documents that are registration statements filed pursuant to the requirements of the Securities Act) and as of their respective SEC filing dates or, if amended prior to the date of this Agreement, the date of the filing of such amendment, with respect to the portions that are amended (in the case of all other Company SEC Documents), the Company SEC Documents complied complied, and each Company SEC Document filed subsequent to the date hereof will comply, as to form in all material respects with the requirements of the Securities Act or Act, the Exchange Act and the Xxxxxxxx-Xxxxx Act of 2002 (the “Xxxxxxxx-Xxxxx Act”), as the case may be, including, in each case, the rules and regulations promulgated thereunder applicable to such Company SEC Documents, and none . None of the Company SEC Documents as of such respective dates (or, if amended prior to the date of this Agreementhereof, the date of the filing of such amendment, with respect to the disclosures that are amended) contained any untrue statement of a material fact or omitted to state a material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading. As None of the date of this Agreement, (i) there has been no material correspondence between the SEC and the Company since the Applicable Date that Company’s Subsidiaries is not publicly available or that is not set forth or reflected in the Company SEC Documents, or that has not otherwise been disclosed to Parent prior subject to the date of this Agreement and (ii) the Company has not received written notice from the SEC since the Applicable Date that any periodic reporting requirements of the Company SEC Documents Exchange Act or is otherwise required to file any periodic forms, reports, schedules, statements or other documents with the subject of ongoing SEC reviewSEC.

Company SEC Documents; Undisclosed Liabilities. 3.5.1 Since July 1, 2013 (the “Applicable Date”), the a) The Company has filed with or furnished, as applicable, with furnished to the SEC on a timely basis all reports, schedules, forms, statements and other documents (including all exhibits and other information incorporated therein, amendments and supplements thereto) required to be filed or furnished by the Company with the SEC pursuant to the Securities Act or or, to the extent applicable, the Exchange Act since January 1, 2015 (collectively, the “Company SEC Documents”). As of their respective effective dates (in the case of Company SEC Documents that are registration statements filed pursuant to the requirements of the Securities Act) and as of their respective SEC filing dates or, if amended or supplemented prior to the date of this Agreementhereof, the date of the filing of such amendmentamendment or supplement, with respect to the portions that are amended or supplemented (in the case of all other Company SEC Documents), the Company SEC Documents complied as to form in all material respects with the requirements of the Securities Act or Act, the Exchange ActAct and the Xxxxxxxx-Xxxxx Act of 2002 (“SOX”) and the applicable rules and regulations of the SEC promulgated thereunder, as the case may be, applicable to such Company SEC Documents, each as in effect on such respective dates, and none of the Company SEC Documents as of such respective dates (or, if amended or supplemented prior to the date of this Agreementhereof, the date of the filing of such amendmentamendment or supplement, with respect to the disclosures that are amendedamended or supplemented) contained any untrue statement of a material fact or omitted to state a material fact necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading. As of the date of this Agreement, (i) there has been are no material correspondence between outstanding or unresolved comments in comment letters received from the SEC and the Company since the Applicable Date that is not publicly available or that is not set forth or reflected in its staff with respect to the Company SEC Documents. To the Knowledge of the Company, or that has not otherwise been disclosed to Parent prior to the date of this Agreement and (ii) the Company has not received written notice from the SEC since the Applicable Date that any none of the Company SEC Documents is the subject of ongoing SEC review. None of the Company’s Subsidiaries is subject to the periodic reporting requirements of the Exchange Act.

Company SEC Documents; Undisclosed Liabilities. 3.5.1 Since July 1, 2013 (the “Applicable Date”), the a) The Company has filed with or furnished, as applicable, with furnished to the SEC on a timely basis all reports, schedules, forms, statements and other documents (including all exhibits and other information incorporated therein, amendments and supplements thereto) required to be filed or furnished by the Company with the SEC pursuant to the Securities Act or or, to the extent applicable, the Exchange Act since January 1, 2015 (collectively, the “Company SEC Documents”). As of their respective effective dates (in the case of Company SEC Documents that are registration statements filed pursuant to the requirements of the Securities Act) and as of their respective SEC filing dates or, if amended or supplemented prior to the date of this Agreementhereof, the date of the filing of such amendmentamendment or supplement, with respect to the portions that are amended or supplemented (in the case of all other Company SEC Documents), the Company SEC Documents complied as to form in all material respects with the requirements of the Securities Act or Act, the Exchange ActAct and the Sarbanes‑Oxley Act of 2002 (“SOX”) and the applicable rules and regulations of the SEC promulgated thereunder, as the case may be, applicable to such Company SEC Documents, each as in effect on such respective dates, and none of the Company SEC Documents as of such respective dates (or, if amended or supplemented prior to the date of this Agreementhereof, the date of the filing of such amendmentamendment or supplement, with respect to the disclosures that are amendedamended or supplemented) contained any untrue statement of a material fact or omitted to state a material fact necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading. As of the date of this Agreement, (i) there has been are no material correspondence between outstanding or unresolved comments in comment letters received from the SEC and the Company since the Applicable Date that is not publicly available or that is not set forth or reflected in its staff with respect to the Company SEC Documents. To the Knowledge of the Company, or that has not otherwise been disclosed to Parent prior to the date of this Agreement and (ii) the Company has not received written notice from the SEC since the Applicable Date that any none of the Company SEC Documents is the subject of ongoing SEC review. None of the Company’s Subsidiaries is subject to the periodic reporting requirements of the Exchange Act.

Company SEC Documents; Undisclosed Liabilities. 3.5.1 (a) Since July 1, 2013 (the “Applicable Date”)2009, the Company has filed with or furnishedfurnished to the SEC, as applicable, with the SEC on a timely basis basis, all reportsrequired registration statements, schedulescertifications, formsreports and proxy statements (collectively, statements and other documents (in each case including all exhibits and other information schedules thereto and documents incorporated by reference therein, amendments and supplements thereto) required to be filed by the Company with the SEC pursuant to the Securities Act or the Exchange Act (collectively, the “Company SEC Documents”). As of their respective effective dates (in the case of Company SEC Documents that are registration statements filed pursuant to the requirements of the Securities Act) and as of their respective SEC filing dates or, if amended prior to the date of this Agreement, the date of the filing of such amendment, with respect to the portions that are amended (in the case of all other Company SEC Documents), the Company SEC Documents complied as complied, and with respect to form those Company SEC Documents filed or furnished after the date of this Agreement, will comply, in all material respects with the requirements of the Securities Act or and the Exchange Act, as the case may be, applicable to such Company SEC Documents, and none of the Company SEC Documents as of such respective dates (oror with respect to Company SEC Documents first filed or furnished on or prior to the date of this Agreement, if amended prior to the date of this Agreement, the date of the filing of such amendment, with respect to the disclosures that are amended) contained contained, and with respect to those Company SEC Documents filed or furnished after the date of this Agreement, will contain, any untrue statement of a material fact or omitted to state a material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading. None of the Company’s Subsidiaries is required to file periodic reports with the SEC. As of the date of this Agreementhereof, (i) there has been are no material correspondence between the SEC and the Company since the Applicable Date that is not publicly available outstanding or that is not set forth or reflected in the Company SEC Documents, or that has not otherwise been disclosed to Parent prior to the date of this Agreement and (ii) the Company has not unresolved comments received written notice from the SEC since the Applicable Date that with respect to any of the Company SEC Documents is the subject of ongoing SEC reviewDocuments.

Company SEC Documents; Undisclosed Liabilities. 3.5.1 Since July 1, 2013 (the “Applicable Date”), the a) The Company has delivered to Acquiror each registration statement, schedule, report, proxy statement or information statement prepared by it since it became obligated to file with the SEC, including, without limitation, (i) the Company's Annual Reports on Form 10-K (ii) the Company's Quarterly Reports on Form 10-Q and periodic Reports on Form 8-K and (iii) the Company's Proxy Statements, each in the form (including exhibits and any amendments thereto) filed or furnished, as applicable, with the SEC on a timely basis all reports, schedules, forms, statements and other (collectively together with any similar documents (including all exhibits and other information incorporated therein, amendments and supplements thereto) required to be or documents filed by the Company with the SEC pursuant to the Securities Act or the Exchange Act (collectivelyterms hereof, the “"Company SEC Documents”)") which documents are all filings required to be made by the Company during such period. As of their respective effective dates dates, (in the case of Company SEC Documents that are registration statements filed pursuant to the requirements of the Securities Acti) and as of their respective SEC filing dates or, if amended prior to the date of this Agreement, the date of the filing of such amendment, with respect to the portions that are amended (in the case of all other Company SEC Documents), the Company SEC Documents complied (including any financial statements filed as a part thereof or incorporated by reference therein) complied, and any Company SEC Documents filed with the SEC subsequent to form the date hereof will comply, in all material respects with the requirements of the Securities Act or the Exchange Act, as the case may beapplicable, applicable to such Company SEC Documents, and (ii) none of the Company SEC Documents as contained or will contain at the time of such respective dates (or, if amended prior to the date of this Agreement, the date of the filing of such amendment, with respect to the disclosures that are amended) contained any untrue statement of a material fact or omitted or will omit at the time of filing to state a material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were are made, not misleading. As Each of the date of this Agreement, (i) there has been no material correspondence between the SEC and balance sheets included in or incorporated by reference into the Company since SEC Documents (including the Applicable Date that is not publicly available related notes and schedules) fairly presents the financial position of the Company as of its date and each of the statements of income, of shareholders' equity and of cash flows included in or that is not incorporated by reference into the Company SEC Documents (including the related notes and schedules) fairly presents the results of operations, retained earnings and cash flows, as the case may be, of the Company for the periods set forth therein (subject to, in the case of unaudited statements, normal year-end audit adjustments which will not be material in amount or reflected effect), in each case in accordance with GAAP consistently applied during the periods involved, except as may be noted therein. Other than the Company SEC Documents, or that has not otherwise been disclosed to Parent prior to the date of this Agreement and (ii) the Company has not received written notice from filed any other definitive reports or statements with the SEC since between June 30, 1996 and the Applicable Date that any of the Company SEC Documents is the subject of ongoing SEC reviewdate hereof.

Company SEC Documents; Undisclosed Liabilities. 3.5.1 Since July 1, 2013 (the “Applicable Date”), the a) The Company has filed or furnished, as applicable, with the SEC on a timely basis all material reports, schedules, forms, statements and other documents (including all exhibits and other information incorporated therein, amendments and supplements thereto) required to be filed by the Company with the SEC pursuant to the Securities Act or the Exchange Act since January 1, 2014 (collectively, the “Company SEC Documents”). As of their respective effective dates (in the case of Company SEC Documents that are registration statements filed pursuant to the requirements of the Securities Act) and as of their respective SEC filing dates or, if amended prior to the date of this Agreementhereof, the date of the filing of such amendment, with respect to the portions that are amended (in the case of all other Company SEC Documents), the Company SEC Documents complied as to form in all material respects with the requirements of the Securities Act or the Exchange Act, as the case may be, applicable to such Company SEC Documents, and none of the Company SEC Documents as of such respective dates (or, if amended prior to the date of this Agreementhereof, the date of the filing of such amendment, with respect to the disclosures that are amended) contained any untrue statement of a material fact or omitted to state a material fact necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading. As (b) The consolidated financial statements of the date of this Agreement, Company (iincluding all related notes or schedules) there has been no material correspondence between the SEC and the Company since the Applicable Date that is not publicly available included or that is not set forth or reflected incorporated by reference in the Company SEC Documents, as of their respective dates of filing with the SEC, complied as to form in all material respects with the published rules and regulations of the SEC with respect thereto, have been prepared in all material respects in accordance with GAAP (except, in the case of unaudited quarterly statements, as permitted by Form 10-Q of the SEC or that has not otherwise been disclosed to Parent prior to other rules and regulations of the date of this Agreement and SEC) applied on a consistent basis during the periods involved (except (i) as may be indicated in the notes thereto or (ii) as permitted by Regulation S-X) and fairly present in all material respects the Company has not received written notice from the SEC since the Applicable Date that any consolidated financial position of the Company and its consolidated Subsidiaries as of the dates thereof and the consolidated results of their operations and cash flows for the periods shown (subject, in the case of unaudited quarterly financial statements, to normal year-end adjustments)." 14 (c) Neither the Company nor any of its Subsidiaries has any liabilities of any nature (whether accrued, absolute, contingent or otherwise) that would be required under GAAP, as in effect on the date hereof, to be reflected on a consolidated balance sheet of the Company (including the notes thereto) except liabilities (i) reflected or reserved against in the consolidated balance sheet (or the notes thereto) of the Company as of September 30, 2015 (the “Balance Sheet Date”) included in the Filed SEC Documents Documents, (ii) incurred after the Balance Sheet Date in the ordinary course of business, (iii) as contemplated by this Agreement or otherwise incurred in connection with the Transactions or (iv) as would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect. (d) The Company has established and maintains disclosure controls and procedures and a system of internal controls over financial reporting (as such terms are defined in paragraphs (e) and (f), respectively, of Rule 13a-15 under the Exchange Act) as required by Rule 13a-15 under the Exchange Act. As of the date hereof, neither the Company nor, to the Company’s Knowledge, the Company’s independent registered public accounting firm, has identified or been made aware of “significant deficiencies” or “material weaknesses” (as defined by the Public Company Accounting Oversight Board) in the design or operation of the Company’s internal controls over financial reporting which would reasonably be expected to adversely affect in any material respect the Company’s ability to record, process, summarize and report financial data, in each case which has not been subsequently remediated. (e) The Proxy Statement (including any amendment or supplement thereto) will comply as to form in all material respects with the requirements of the Exchange Act and will not, at the time it or any amendment or supplement thereto is filed with the subject SEC or at the time first published, sent or given to the stockholders of ongoing SEC reviewthe Company, or at the time of the Company Stockholders’ Meeting, contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they are made, not misleading. Notwithstanding the foregoing, the Company makes no representation or warranty with respect to statements made or incorporated by reference therein based on information supplied by or on behalf of Parent or Merger Sub or any Affiliates thereof for inclusion or incorporation by reference in the Proxy Statement. 15 SECTION 3.06.

Company SEC Documents; Undisclosed Liabilities. 3.5.1 Since July 1, 2013 (the “Applicable Date”), the a) The Company has filed or furnished, as applicable, with the SEC on a timely basis and furnished all required reports, schedules, forms, statements certifications, prospectuses, and registration, proxy and other statements with the SEC on or after January 1, 2007 (collectively and together with all documents (filed on a voluntary basis on Form 8-K, and in each case including all exhibits and other information schedules thereto and documents incorporated by reference therein, amendments and supplements thereto) the “Recent Company SEC Documents”). None of the Company’s Subsidiaries is required to be filed by the Company file periodic reports or any other documents with the SEC pursuant to the Securities Act or the Exchange Act (collectively, the “Company SEC Documents”)Act. As of their respective effective dates (in the case of Recent Company SEC Documents that are registration statements filed pursuant to the requirements of the Securities Act) and as of their respective SEC filing dates or, if amended prior to the date of this Agreement, the date of the filing of such amendment, with respect to the portions that are amended (in the case of all other Recent Company SEC Documents), the Recent Company SEC Documents complied as to form in all material respects with the requirements of the Exchange Act, the Securities Act or and the Exchange Xxxxxxxx-Xxxxx Act, as the case may be, applicable to such Recent Company SEC Documents. Except to the extent that information contained in any Recent Company SEC Document has been revised or superseded by a later-filed Recent Company SEC Document, and none of the Recent Company SEC Documents as of such respective dates (or, if amended prior to the date of this Agreement, the date of the filing of such amendment, with respect to the disclosures that are amended) contained contains any untrue statement of a material fact or omitted omits to state a any material fact required to be stated therein or necessary in order to make the Table of Contents statements therein, in light of the circumstances under which they were made, not misleading. As of the date of this Agreement, (i) there is no Action pending or, to the Knowledge of the Company, threatened, against the Company or any Subsidiary of the Company at or before the SEC. The Company has been no material correspondence between made available to Parent true, correct and complete copies of all comment letters received from the SEC since January 1, 2007 and relating to the Company since the Applicable Date that is not publicly available or that is not set forth or reflected in the Recent Company SEC Documents, together with all written responses of the Company thereto provided or that has made available to the SEC, in each case to the extent such comment letters and responses are not otherwise been disclosed to Parent prior to available on the SEC’s XXXXX database. As of the date of this Agreement and (ii) the Company has not Agreement, there are no outstanding or unresolved comments received written notice from the SEC since staff with respect to the Applicable Date that any Recent Company SEC Documents. To the Knowledge of the Company, none of the Recent Company SEC Documents is the subject of ongoing SEC review, investigation or inquiry.

Company SEC Documents; Undisclosed Liabilities. 3.5.1 Since July 1, 2013 (the “Applicable Date”), the a) The Company has filed or furnished, as applicable, with the SEC SEC, on a timely basis basis, all reports, schedules, forms, statements and other documents (including all exhibits and other information incorporated therein, amendments and supplements thereto) required to be filed or furnished, as applicable, by the Company with the SEC pursuant to the Securities Act or the Exchange Act since December 31, 2015 (collectively, the “Company SEC Documents”). As of their respective effective dates (in the case of Company SEC Documents that are registration statements filed pursuant to the requirements of the Securities Act) and as of their respective SEC filing dates or, if amended prior to the date of this Agreement, the date of the filing of such amendment, with respect to the portions that are amended (in the case of all other Company SEC Documents), the Company SEC Documents complied as to form in all material respects with the requirements of the Securities Act or the Exchange Act, as the case may be, applicable to such Company SEC Documents, and none of the Company SEC Documents as of such respective dates (or, if amended prior to the date of this AgreementAgreement Date, the date of the filing of such amendment, with respect to the disclosures that are amended) contained any untrue statement of a material fact or omitted omitted, or will have omitted, to state a material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading. As of the date of this AgreementAgreement Date, (i) none of the Company’s Subsidiaries is required to file any documents with the SEC, (ii) there has been are no material correspondence between outstanding or unresolved comments in comment letters from the SEC and the Company since the Applicable Date that is not publicly available or that is not set forth or reflected in staff with respect to any of the Company SEC Documents, or that has not otherwise been disclosed to Parent prior Documents and (iii) to the date of this Agreement and (ii) the Company has not received written notice from the SEC since the Applicable Date that any Company’s Knowledge, none of the Company SEC Documents is the subject of ongoing SEC review, outstanding SEC comment or outstanding SEC investigation. Each of the certifications and statements relating to the Company SEC Documents required by: (A) Rule 13a-14 or Rule 15d-14 under the Exchange Act, (B) 18 U.S.C. § 1350 (Section 906 of the Sarbanes–Oxley Act) or (C) any other rule or regulation promulgated by the SEC or applicable to the Company SEC Documents is accurate and complete, and complies as to form and content with all applicable Laws.

Company SEC Documents; Undisclosed Liabilities. 3.5.1 (a) Since July January 1, 2013 (the “Applicable Date”)2011, the Company has filed with or furnishedfurnished to the SEC, as applicable, with the SEC on a timely basis basis, all reportsrequired registration statements, schedulescertifications, formsreports and proxy statements (collectively, statements and other documents (in each case including all exhibits and other information schedules thereto and documents incorporated by reference therein, amendments and supplements thereto) required to be filed by the Company with the SEC pursuant to the Securities Act or the Exchange Act (collectively, the “Company SEC Documents”). As of their respective effective dates (in the case of Company SEC Documents that are registration statements filed pursuant to the requirements of the Securities Act) and as of their respective SEC filing dates or, if amended prior to the date of this Agreement, the date of the filing of such amendment, with respect to the portions that are amended (in the case of all other Company SEC Documents) (or if amended or superseded by a filing prior to the date of this Agreement, then on the date of such filing), the Company SEC Documents complied as to form in all material respects with the applicable requirements of the Securities Act or Act, the Exchange Act and the Xxxxxxxx-Xxxxx Act of 2002 (as amended and including the rules and regulations promulgated thereunder) (the “Xxxxxxxx-Xxxxx Act”), as the case may be, applicable to such Company SEC Documents, and none of the Company SEC Documents as of such respective dates (or, if amended prior to the date of this Agreement, the date of the filing of such amendment, with respect to the disclosures that are amended) contained any untrue statement of a material fact or omitted to state a material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading. As of the date of this Agreement, (i) there are no outstanding or unresolved comments in comment letters received from the SEC or its staff. There has been no material written correspondence between the SEC and the Company since the Applicable Date January 1, 2011 that is not publicly available or that is not set forth or reflected in on the Company SEC DocumentsSEC’s Electronic Data Gathering, or that has not otherwise been disclosed to Parent prior to Analysis and Retrieval database. To the date Knowledge of this Agreement and (ii) the Company has not received written notice from the SEC since the Applicable Date that any Company, none of the Company SEC Documents is the subject of ongoing SEC review. As of the date of this Agreement, none of the Company’s Subsidiaries is required to file any forms or reports under Section 13(a) or 15(d) under the Exchange Act.

Company SEC Documents; Undisclosed Liabilities. 3.5.1 Since July 1, 2013 (the “Applicable Date”), the a) The Company has filed with or furnishedfurnished to the SEC, as applicable, with the SEC on a timely basis all material reports, schedules, forms, statements and other documents (including all exhibits and other information incorporated therein, amendments and supplements thereto) required to be filed by the Company with or furnished by the Company to the SEC pursuant to the Securities Act of 1933 and the rules and regulations promulgated thereunder (the “Securities Act”) or the Exchange Act since February 15, 2019 (collectively, the “Company SEC Documents”). As of their respective effective dates (in the case of Company SEC Documents that are registration statements filed pursuant to the requirements of the Securities Act) and as of their respective SEC filing dates or, if amended prior to the date of this Agreementhereof, the date of the filing of such amendment, with respect to the portions that are amended (in the case of all other Company SEC Documents), the Company SEC Documents complied as to form in all material respects with the requirements of the Securities Act or Act, the Exchange Act and the Xxxxxxxx-Xxxxx Act of 2002 (the “Xxxxxxxx-Xxxxx Act”), as the case may be, applicable to such Company SEC Documents, and none of the Company SEC Documents as of such respective dates (or, if amended prior to the date of this Agreementhereof, the date of the filing of such amendment, with respect to the disclosures that are amended) contained any untrue statement of a material fact or omitted to state a material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading. As of the date of this Agreement, (i) there has been are no material correspondence between outstanding or unresolved comments received from the SEC and the Company since the Applicable Date that is not publicly available or that is not set forth or reflected in with respect to any of the Company SEC DocumentsDocuments and, or that has not otherwise been disclosed to Parent prior to the date of this Agreement and (ii) the Company has not received written notice from the SEC since the Applicable Date that any Company’s Knowledge, none of the Company SEC Documents is the subject of ongoing SEC review, outstanding SEC comment or outstanding SEC investigation.

Company SEC Documents; Undisclosed Liabilities. 3.5.1 Since July 1, 2013 (the “Applicable Date”), the a) The Company has filed or furnished, as applicable, with the SEC on a timely basis and furnished all required reports, schedules, forms, statements prospectuses, and registration, proxy and other documents statements required to be filed or furnished by it with or to the SEC since January 1, 2001 (collectively, together with the Company's Annual Report on Form 10-K for the year ended December 31, 2003 (the "2003 Form 10-K ") in the form included in Section 3.5(a) of the Company Disclosure Schedule, and in each case including all exhibits and other information schedules thereto and documents incorporated by reference therein, amendments and supplements thereto) the "Company SEC Documents")). None of the Company's Subsidiaries is required to be filed by the Company file periodic reports with the SEC pursuant to the Securities Act or the Exchange Act (collectively, the “Company SEC Documents”)Act. As of their respective effective dates date (in the case of Company SEC Documents that are registration statements filed pursuant to the requirements of the Securities Act) and as of their respective SEC filing dates or, if amended prior to and the date of this Agreement, each amendment thereto filed with the date of the filing of such amendment, with respect to the portions that are amended SEC (in the case of all other Company SEC Documents), the Company SEC Documents complied as to form (or, in the case of the 2003 Form 10-K, will comply) in all material respects with the requirements of the Exchange Act and the Securities Act or the Exchange Act, as the case may be, and the rules and regulations of the SEC promulgated thereunder, each as in effect on the applicable date referred to above, applicable to such Company SEC Documents, and none of the Company SEC Documents as of such respective dates contained (orand, if amended prior to in the date of this Agreement, the date case of the filing of such amendment2003 Form 10-K, with respect to the disclosures that are amendedwill not contain) contained any untrue statement of a material fact or omitted to state a material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were (or, in the case of the 2003 Form 10-K, will be) made, not misleading. As No investigation by the SEC with respect to the Company or any of its Subsidiaries is pending or, to the Knowledge of the date of this AgreementCompany, (i) there has been no material correspondence between threatened. The 2003 Form 10-K will be filed with the SEC and on the Company since the Applicable Date that is not publicly available or that is not set forth or reflected date hereof in the Company SEC Documents, or that has not otherwise been disclosed to Parent prior to the date of this Agreement and (iiform included in Section 3.5(a) the Company has not received written notice from the SEC since the Applicable Date that any of the Company SEC Documents is the subject of ongoing SEC reviewDisclosure Schedule.

Company SEC Documents; Undisclosed Liabilities. 3.5.1 Since July 1(a) The Company has timely filed with, 2013 (the “Applicable Date”)or furnished to, the Company has filed or furnished, as applicable, with the SEC on a timely basis all material reports, schedules, forms, statements and other documents (including all exhibits and other information incorporated therein, amendments and supplements thereto) required to be filed with or furnished to the SEC by the Company with the SEC pursuant to the Securities Act or the Exchange Act since January 1, 2021 (collectively, the “Company SEC Documents”). As of their respective effective dates (in the case of Company SEC Documents that are registration statements filed pursuant to the requirements of the Securities Act) and or as of their respective SEC filing dates or, if amended prior to the date of this Agreement, the date of the filing of such amendment, with respect to the portions that are amended (in the case of all other Company SEC Documents), the Company SEC Documents complied as to form in all material respects with the requirements of the Securities Act or the Exchange Act, as the case may be, applicable to such Company SEC Documents, and none of the Company SEC Documents as of such respective dates (or, if amended prior to the date of this Agreement, the date of the filing of such amendment, with respect to the disclosures that are amended) contained any untrue statement of a material fact or omitted to state a material fact necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading. As of the date of this Agreement, (i) there has been are no material correspondence between the SEC and the Company since the Applicable Date that is not publicly available outstanding or that is not set forth or reflected in the Company SEC Documents, or that has not otherwise been disclosed to Parent prior to the date of this Agreement and (ii) the Company has not unresolved comments received written notice from the SEC since the Applicable Date that with respect to any of the Company SEC Documents is and none of the Company SEC Documents is, to the Knowledge of the Company, the subject of an ongoing SEC review. None of the Company’s Subsidiaries is required to file or furnish any documents with the SEC.

Company SEC Documents; Undisclosed Liabilities. 3.5.1 Since July 1, 2013 (a) Except as set forth on Schedule 3.5(a) of the “Applicable Date”)Company Disclosure Schedule, the Company has filed with or furnishedfurnished to the SEC, as applicable, with the SEC on a timely basis basis, all reportsregistration statements, schedules, forms, reports and proxy statements and other documents (including all exhibits and other information incorporated therein, amendments and supplements thereto) required to be filed by the Company with the SEC pursuant to under the Securities Act or the Exchange Act since January 1, 2009 (collectively, and in each case including all exhibits and schedules thereto and documents incorporated by reference therein, the “"Company SEC Documents”"). As of their respective effective dates (in the case of Company SEC Documents that are registration statements filed pursuant to the requirements of the Securities Act) and as of their respective SEC filing dates or, if amended prior to the date of this Agreement, the date of the filing of such amendment, with respect to the portions that are amended (in the case of all other Company SEC Documents), the Company SEC Documents complied as to form in all material respects with the requirements of the Exchange Act, the Securities Act or and the Exchange Xxxxxxxx-Xxxxx Act of 2002 (the "Xxxxxxxx-Xxxxx Act"), as the case may be, and the rules and regulations of the SEC thereunder, applicable to such Company SEC Documents, and none of the Company SEC Documents as of such respective dates (or, if amended prior to the date of this Agreement, the date of the filing of such amendment, with respect to the disclosures that are amended) contained any untrue statement of a material fact or omitted to state a material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading. As of the date of this Agreement, (inone of the Company's Subsidiaries is subject to the reporting requirements of Section 13(a) there or 15(d) under the Exchange Act. The Company has been no made available to Parent all material correspondence between the SEC and the Company since January 1, 2009. As of the Applicable Date that is not publicly available date of this Agreement, there are no material outstanding or that is not set forth or reflected in unresolved comments received from the SEC with respect to the Company SEC Documents, or that has not otherwise been disclosed to Parent prior to the date of this Agreement and (ii) the Company has not received written notice from the SEC since the Applicable Date that any of the Company SEC Documents is the subject of ongoing SEC review.

Company SEC Documents; Undisclosed Liabilities. 3.5.1 Since July 1, 2013 (the “Applicable Date”), the a) The Company has timely filed or furnished, as applicable, with the SEC on a timely basis all material reports, schedules, forms, statements and other documents (including all exhibits and other information incorporated therein, amendments and supplements thereto) required to be filed by the Company with the SEC pursuant to the Securities Act or the Exchange Act since January 1, 2021 (together with any documents or information furnished during such period by the Company to the SEC on a voluntary basis on Form 6-K and any reports, schedules, forms, registration statements and other documents filed with the SEC subsequent to the date hereof and prior to the Closing Date, collectively, the “Company SEC Documents”). As of their respective effective dates (in the case of Company SEC Documents that are registration statements filed pursuant to the requirements of the Securities Act) and as of their respective SEC filing dates or, if amended prior to the date of this Agreement, the date of the filing of such amendment, with respect to the portions that are amended (in the case of all other Company SEC Documents), or, if amended, as of the date of such amendment, each Company SEC Documents complied Document complied, and each Company SEC Document filed subsequent to the date hereof will comply, as to form in all material respects with the requirements of the Securities Act or the Exchange Act, as the case may be, applicable to such Company SEC Documents, and none of the Company SEC Documents as of such respective dates (when filed or furnished or, if amended prior to the date of this Agreement, as of the date of the filing of such amendment, contained, or with respect to the disclosures that are amended) contained Company SEC Documents filed subsequent to the date hereof, will contain, any untrue statement of a material fact fact, omitted or omitted will omit to state a material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading. As of the date of this Agreementhereof, (i) there has been are no material correspondence between outstanding written comments from the SEC and the Company since the Applicable Date that is not publicly available or that is not set forth or reflected in with respect to the Company SEC Documents, or that has not otherwise been disclosed to Parent prior to the date of this Agreement and (ii) the Company has not received written notice from the SEC since the Applicable Date that any of the Company SEC Documents is the subject of ongoing SEC review.

Company SEC Documents; Undisclosed Liabilities. 3.5.1 Since July 1(a) The Company has timely filed with, 2013 (the “Applicable Date”)or furnished to, the Company has filed or furnished, as applicable, with the SEC on a timely basis all material reports, schedules, forms, statements and other documents (including all exhibits and other information incorporated by reference therein), amendments and supplements thereto) other documents required to be filed with or furnished to the SEC by the Company with the SEC pursuant to the Securities Act or the Exchange Act since January 1, 2022 (collectively, the “Company SEC Documents”). As of their respective effective dates (in the case of Company SEC Documents that are registration statements filed pursuant to the requirements of the Securities Act) and or as of their respective SEC filing dates or, if amended prior to the date of this Agreement, the date of the filing of such amendment, with respect to the portions that are amended (in the case of all other Company SEC Documents), the Company SEC Documents complied as to form in all material respects with the requirements of the Securities Act or the Exchange Act, as the case may be, applicable to such Company SEC Documents, and none of the Company SEC Documents as of such respective dates (or, if amended prior to the date of this Agreement, the date of the filing of such amendment, with respect to the disclosures that are amended) contained any untrue statement of a material fact or omitted to state a material fact necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading. As Since January 1, 2022, neither the Company nor any of its Subsidiaries has received from the SEC or any Governmental Authority any written comments or questions with respect to any of the Company SEC Documents (including the financial statements included or incorporated by reference therein) that are not resolved, and, as of the date of this Agreement, (i) there has been are no material correspondence between the SEC and the Company since the Applicable Date that is not publicly available outstanding or that is not set forth or reflected in the Company SEC Documents, or that has not otherwise been disclosed to Parent prior to the date of this Agreement and (ii) the Company has not unresolved comments received written notice from the SEC since the Applicable Date that with respect to any of the Company SEC Documents is (including the financial statements included or incorporated by reference therein) and none of the Company SEC Documents (including the financial statements included or incorporated by reference therein) is, to the Knowledge of the Company, the subject of an ongoing formal or informal SEC or Public Company Accounting Oversight Board review, audit or investigation. None of the Company’s Subsidiaries is required to file or furnish any documents with the SEC.

Company SEC Documents; Undisclosed Liabilities. 3.5.1 (a) Since July 1, 2013 (the “Applicable Date”)2001, the Company has filed or furnished, as applicable, with the SEC on a timely basis all reports, schedules, forms, statements prospectuses, and registration, proxy and other documents (including all exhibits and other information incorporated therein, amendments and supplements thereto) statements required to be filed by the Company it with or to the SEC pursuant to under the Securities Act or the Exchange Act (collectively, in each case including all exhibits and schedules thereto and documents incorporated by reference therein, the “Company SEC Documents”). None of the Company’s Subsidiaries is required to file periodic reports with the SEC pursuant to the Exchange Act. As of their respective effective dates date (in the case of Company SEC Documents that are registration statements filed pursuant to the requirements of the Securities Act) and as of their respective SEC filing dates or, if amended prior to and the date of this Agreement, each amendment thereto filed with the date of the filing of such amendment, with respect to the portions that are amended SEC (in the case of all other Company SEC Documents), the Company SEC Documents complied as (or, in the case of any SEC Company Document filed after the date hereof and prior to form the Effective Time, will comply) in all material respects with the requirements of the Exchange Act and the Securities Act or the Exchange Act, as the case may be, each as in effect on the applicable date referred to above, applicable to such Company SEC Documents, and none of the Company SEC Documents as of such respective dates contained (or, if amended in the case of any SEC Company Document filed after the date hereof and prior to the date of this AgreementEffective Time, the date of the filing of such amendment, with respect to the disclosures that are amendedwill not contain) contained any untrue statement of a material fact or omitted (or will omit) to state a material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were (or will be) made, not misleading; provided, however, that no representation is made by the Company with respect to statements made in the Proxy Statement based on information supplied in writing by Parent or Merger Sub specifically for inclusion in such documents. As To the Knowledge of the date of this AgreementCompany, (i) there has been no material correspondence between investigation or informal inquiry by the SEC and with respect to the Company since the Applicable Date that is not publicly available or that is not set forth or reflected in the Company SEC Documents, or that has not otherwise been disclosed to Parent prior to the date of this Agreement and (ii) the Company has not received written notice from the SEC since the Applicable Date that any of the Company SEC Documents its Subsidiaries is the subject of ongoing SEC reviewpending or threatened.