Common use of Company SEC Documents Clause in Contracts

Company SEC Documents. Since December 31, 2004, the Company and its subsidiaries, as applicable, have filed with the SEC any required Company SEC Documents. “Company SEC Documents” means all forms, reports, schedules, statements and other documents, as supplemented and amended since the time of filing through the date hereof, filed by each of the Company and its subsidiaries, as applicable, with the SEC under the Exchange Act or the Securities Act. The Company’s documents relating to the Offers (as the same may be amended as provided herein, the “Offer Documents”), when delivered to the Securityholders (and on the dates of delivery of any amended or superseding Offer Documents) (a) taken as a whole will not contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading, and (b) will comply in all material respects with the applicable requirements of the Exchange Act. The consolidated financial statements of the Company included in the Company SEC Documents and to be included or incorporated by reference into the Offer Documents at the time filed (and, in the case of registration statements, on the dates of effectiveness and the dates of mailing, respectively) were prepared in accordance with United States generally accepted accounting principles applied on a consistent basis during the periods involved (except as may be indicated in the notes thereto or, in the case of unaudited statements, as permitted by Form 10-Q of the SEC), and fairly present in all material respects (subject, in the case of unaudited statements, to normal, recurring audit adjustments) the consolidated financial position of the Company and its subsidiaries as at the dates thereof and the consolidated results of their operations and cash flows for the periods then ended.

Company SEC Documents. Since December 31(i) The Company has timely filed all reports, 2004schedules, forms, statements and other documents (including exhibits and other information incorporated therein) with the Securities and Exchange Commission (the “SEC”) required to be filed by the Company since January 1, 2006 (such documents, together with any documents filed during such period by the Company to the SEC on a voluntary basis on Current Reports on Form 8-K, the Company and its subsidiaries, as applicable, have filed with the SEC any required Company SEC Documents. “Company SEC Documents” means all forms, reports, schedules, statements and other documents”). Each of the Company SEC Documents, as supplemented and amended since prior to the date of this Agreement, complied in all material respects with, to the extent in effect at the time of filing through filing, the requirements of the Securities Act and the Exchange Act applicable to such Company SEC Documents, and none of the Company SEC Documents when filed or, if amended prior to the date hereof, filed by each as of the Company and its subsidiariesdate of such amendment, as applicable, with the SEC under the Exchange Act or the Securities Act. The Company’s documents relating to the Offers (as the same may be amended as provided herein, the “Offer Documents”), when delivered to the Securityholders (and on the dates of delivery of any amended or superseding Offer Documents) (a) taken as a whole will not contain contained any untrue statement of a material fact or omit omitted to state a material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading, and (b) will comply in all material respects with the applicable requirements . Each of the Exchange Act. The consolidated financial statements (including the related notes) of the Company included in the Company SEC Documents and to be included (or incorporated therein by reference into the Offer Documents reference) complied at the time it was filed as to form in all material respects with the applicable accounting requirements and the published rules and regulations of the SEC with respect thereto in effect at the time of such filing, had been prepared in accordance with generally accepted accounting principles in the United States (and“GAAP”) (except, in the case of registration unaudited statements, on as permitted by the dates rules and regulations of effectiveness and the dates of mailing, respectivelySEC) were prepared in accordance with United States generally accepted accounting principles applied on a consistent basis during the periods involved (except as may be indicated in the notes thereto or, in the case of unaudited statements, as permitted by Form 10-Q of the SEC), thereto) and fairly present presented in all material respects (subject, in the case of unaudited statements, to normal, recurring audit adjustments) the consolidated financial position of the Company and its subsidiaries consolidated Subsidiaries as at of the dates thereof and the consolidated results of their operations and cash flows for the periods then endedended (subject, in the case of unaudited statements, to normal recurring year-end audit adjustments). Except as reflected or reserved against in the balance sheet of the Company, including the notes thereto, as of September 30, 2007 included in Company SEC Documents filed prior to the date of this Agreement (the “Filed Company SEC Documents”), neither the Company nor any of its Subsidiaries has any liabilities or obligations of any nature (whether absolute, accrued, known or unknown, contingent or otherwise), other than (A) liabilities or obligations incurred since September 30, 2007 in the ordinary course of business consistent with past practice, (B) liabilities or obligations incurred pursuant to Contracts entered into after the date hereof not in violation of this Agreement, (C) liabilities or obligations incurred pursuant to this Agreement and (D) liabilities or obligations that, individually or in the aggregate, has not had and would not reasonably be expected to have a Material Adverse Effect. Neither the Company nor any of its Subsidiaries is a party to, or has any commitment to become a party to, any joint venture, off-balance sheet partnership or any similar Contract or arrangement (including any Contract or arrangement relating to any transaction or relationship between or among the Company and any of its Subsidiaries, on the one hand, and any unconsolidated Affiliate, including any structured finance, special purpose or limited purpose entity or person, on the other hand, or any “off-balance sheet arrangement” (as defined in Item 303(a) of Regulation S-K of the SEC)), where the result, purpose or intended effect of such Contract or arrangement 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 other Company SEC Documents. None of the Subsidiaries of the Company is, or has at any time since January 1, 2006 been, subject to the reporting requirements of Section 13(a) or 15(d) of the Exchange Act.

Company SEC Documents. Since December 31, 2004, the The Company and its subsidiaries, as applicable, have has timely filed with the SEC any required Company SEC Documents. “Company SEC Documents” means Commission all forms, reports, schedules, statements and other documents required to be filed by it since December 31, 2000 under the Securities Exchange Act of 1934, as amended (together with the rules and regulations thereunder, the “Exchange Act”) or the Securities Act (such documents, as supplemented and amended since the time of filing through the date hereoffiling, filed by each of the Company and its subsidiaries, as applicable, with the SEC under the Exchange Act or the Securities Act. The Company’s documents relating to the Offers (as the same may be amended as provided hereincollectively, the “Offer Company SEC Documents”). The Company SEC Documents, when delivered to including, without limitation, any financial statements or schedules included or incorporated by reference therein, at the Securityholders time filed (and, in the case of registration statements and proxy statements, on the dates of delivery effectiveness and the dates of any amended or superseding Offer Documentsmailing, respectively) (a) taken as a whole will did not contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary in order to make the statements thereintherein (and, in the case of any prospectus, in light of the circumstances under which they were made), not misleading, and (b) will comply complied in all material respects with the applicable requirements of the Exchange Act and the Securities Act, as the case may be. The consolidated financial statements of the Company included in the Company SEC Documents and to be included or incorporated by reference into the Offer Documents at the time filed (and, in the case of registration statements and proxy statements, on the dates of effectiveness and the dates of mailing, respectively) complied as to form in all material respects with applicable accounting requirements and with the published rules and regulations of the Commission with respect thereto, were prepared in accordance with United States generally accepted accounting principles applied on a consistent basis during the periods involved (except as may be indicated in the notes thereto or, in the case of unaudited statements, as permitted by Form 10-Q of the SECCommission), and fairly present in all material respects presented (subject, in the case of the unaudited interim financial statements, to normal, recurring year-end audit adjustments) adjustments consistent with past practice), in all material respects, the consolidated financial position of the Company and its consolidated subsidiaries as at the dates thereof and the consolidated results of their operations and cash flows for the periods then ended. No subsidiary of the Company is subject to the periodic reporting requirements of the Exchange Act or required to file any form, report or other document with the Commission, the Nasdaq Stock Market, Inc., any stock exchange or any other comparable Governmental Authority.

Company SEC Documents. Since December 31, 2004, the The Company and its subsidiaries, as applicable, have has timely filed with the SEC any required Company SEC Documents. “Company SEC Documents” means all forms, reports, schedules, statements and other documents required to be filed by it since December 31, 1998 under the Exchange Act or the Securities Act of 1933, as amended, (the “Securities Act”) (such documents, as supplemented and amended since the time of filing through the date hereoffiling, filed by each of the Company and its subsidiaries, as applicable, with the SEC under the Exchange Act or the Securities Act. The Company’s documents relating to the Offers (as the same may be amended as provided hereincollectively, the “Offer Company SEC Documents”). The Company SEC Documents, when delivered to including, without limitation, any financial statements, exhibits or schedules included or incorporated by reference therein, at the Securityholders time filed (and, in the case of registration statements and proxy statements, on the dates of delivery effectiveness and the dates of any amended or superseding Offer Documentsmailing, respectively) (a) taken as a whole will did not contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading, and (b) will comply complied in all material respects with the applicable requirements of the Exchange Act and the Securities Act, as the case may be. The consolidated Except as set forth in Section 3.07 of the Company Disclosure Schedule, the financial statements of the Company included in the Company SEC Documents and to be included or incorporated by reference into the Offer Documents at the time filed (and, in the case of registration statements and proxy statements, on the dates of effectiveness and the dates of mailing, respectively) complied as to form in all material respects with applicable accounting requirements and with the published rules and regulations of the SEC with respect thereto, were prepared in accordance with United States generally accepted accounting principles applied on a consistent basis during the periods involved (except as may be indicated in the notes thereto or, in the case of unaudited statements, as permitted by Form 10-Q of the SEC), and fairly present in all material respects (subject, in the case of the unaudited interim financial statements, to normal, recurring year-end audit adjustments) adjustments consistent with past practice), in all material respects, the consolidated financial position of the Company and its consolidated subsidiaries as at the dates thereof and the consolidated results of their operations and cash flows for the periods then ended. No subsidiary of the Company is subject to the periodic reporting requirements of the Exchange Act or required to file any form, report or other document with the SEC, Nasdaq, any stock exchange or any other comparable Governmental Authority.

Company SEC Documents. Since December 31, 2004, the The Company and its subsidiaries, as applicable, have has filed with the SEC any required Company SEC Documents. “Company SEC Documents” means Commission all forms, reports, schedules, statements and other documents required to be filed by it since January 1, 2000 under the Exchange Act or the Securities Act (such documents, as supplemented and amended since the time of filing through filing, collectively, the date hereof"COMPANY SEC DOCUMENTS"). The Company SEC Documents, filed by each of including any financial statements or schedules included in the Company SEC Documents, at the time filed (and, in the case of registration statements and its subsidiariesproxy statements, as applicable, with the SEC under the Exchange Act or the Securities Act. The Company’s documents relating to the Offers (as the same may be amended as provided herein, the “Offer Documents”), when delivered to the Securityholders (and on the dates of delivery effectiveness and the dates of mailing, respectively and, in the case of any Company SEC Document amended or superseded by a filing prior to the date of this Agreement, then on the date of such amending or superseding Offer Documentsfiling) (a) taken as a whole will did not contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading, and (b) will comply complied in all material respects with the applicable requirements of the Exchange Act and the Securities Act, as the case may be. The consolidated financial statements of the Company included in the Company SEC Documents and to be included or incorporated by reference into the Offer Documents at the time filed (and, in the case of registration statements and proxy statements, on the dates of effectiveness and the dates of mailing, respectivelyrespectively and, in the case of any the Company SEC Document amended or superseded by a filing prior to the date of this Agreement, then on the date of such amending or superseding filing) complied as to form in all material respects with applicable accounting requirements and with the published rules and regulations of the Commission with respect thereto, were prepared in accordance with United States generally accepted accounting principles GAAP applied on a consistent basis during the periods involved (except as may be indicated in the notes thereto or, in the case of unaudited statements, as permitted by Form 10-Q of the SECCommission), and fairly present in all material respects (subject, in the case of unaudited statements, to normal, recurring audit adjustments) the consolidated financial position of the Company and its subsidiaries consolidated Subsidiaries as at the dates thereof and the consolidated results of their operations and cash flows for the periods then ended. None of the Company's Subsidiaries is subject to the periodic reporting requirements of the Exchange Act or required to file any form, report or other document with the Commission, the Nasdaq, any stock exchange or any other comparable Governmental Authority.

Company SEC Documents. Since December 31(i) The Company has timely filed or furnished all reports, 2004schedules, forms, statements and other documents (including exhibits and other information incorporated therein) with the Securities and Exchange Commission (the “SEC”) required to be filed or furnished by the Company under the Exchange Act since January 1, 2007 (such documents, together with any documents filed or furnished during such period by the Company to the SEC on a voluntary basis on Current Reports on Form 8-K, the Company and its subsidiaries, as applicable, have filed with the SEC any required Company SEC Documents. “Company SEC Documents” means all forms, reports, schedules, statements and other documents”). Each of the Company SEC Documents, as supplemented and amended since of the time of its filing through or, if applicable, as of the date hereoftime of its most recent amendment, filed by each complied in all material respects with, to the extent in effect at such time, the requirements of the Securities Act and the Exchange Act applicable to such Company SEC Document, and none of the Company and its subsidiariesSEC Documents when filed or, if amended, as applicableof the date of such most recent amendment, with the SEC under the Exchange Act or the Securities Act. The Company’s documents relating to the Offers (as the same may be amended as provided herein, the “Offer Documents”), when delivered to the Securityholders (and on the dates of delivery of any amended or superseding Offer Documents) (a) taken as a whole will not contain contained any untrue statement of a material fact or omit omitted to state a material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading, and (b) will comply in all material respects with the applicable requirements . Each of the Exchange Act. The consolidated financial statements (including the related notes) of the Company included in the Company SEC Documents and to be included (or incorporated therein by reference into the Offer Documents reference) complied at the time it was filed or, if amended, as of the date of such most recent amendment, as to form in all material respects with the applicable accounting requirements and the published rules and regulations of the SEC with respect thereto in effect at the time of such filing or amendment, had been prepared in accordance with generally accepted accounting principles in the United States (and“GAAP”) (except, in the case of registration unaudited statements, on as permitted by the dates rules and regulations of effectiveness and the dates of mailing, respectivelySEC) were prepared in accordance with United States generally accepted accounting principles applied on a consistent basis during the periods involved (except as may be indicated in the notes thereto or, in the case of unaudited statements, as permitted by Form 10-Q of the SEC), thereto) and fairly present presented in all material respects (subject, in the case of unaudited statements, to normal, recurring audit adjustments) the consolidated financial position of the Company and its subsidiaries consolidated Subsidiaries as at of the dates thereof and the consolidated results of their operations and cash flows for the periods then endedended (subject, in the case of unaudited statements, to normal recurring year-end audit adjustments). Except as reflected or reserved against in the most recent audited balance sheet of the Company included in Company SEC Documents filed prior to the date of this Agreement, neither the Company nor any of its Subsidiaries has any material liabilities or material obligations of any nature (whether absolute, accrued, known or unknown, contingent or otherwise) other than (A) liabilities or obligations incurred since June 30, 2009 in the ordinary course of business which, individually or in the aggregate, have not had and would not reasonably be expected to have a Material Adverse Effect, (B) liabilities or obligations incurred after the date hereof not in violation of this Agreement, (C) liabilities or obligations incurred pursuant to this Agreement and (D) liabilities or obligations not required to be set forth on the consolidated balance sheet of the Company under GAAP. Neither the Company nor any of its Subsidiaries is a party to, or has any commitment to become a party to, any joint venture, off-balance sheet partnership or any similar Contract or arrangement (including any Contract or arrangement relating to any transaction or relationship between or among the Company and any of its Subsidiaries, on the one hand, and any unconsolidated Affiliate, including any structured finance, special purpose or limited purpose entity or person, on the other hand, or any “off-balance sheet arrangement” (as defined in Item 303(a) of Regulation S-K of the SEC)), where the result, purpose or intended effect of such Contract or arrangement is to avoid disclosure of any material transaction involving, or material liabilities of, the Company or any of its Subsidiaries in the Company’s consolidated financial statements or other Company SEC Documents. None of the Subsidiaries of the Company are, or have at any time since January 1, 2007 been, subject to the reporting requirements of Section 13(a) or 15(d) of the Exchange Act.

Company SEC Documents. Since December 31, 2004From the date of this Agreement to the Effective Time, the Company and its subsidiaries, as applicable, have filed shall timely file with the SEC any required all Company SEC Documents. “Company SEC Documents” means all forms, reports, schedules, statements and other documents, as supplemented and amended since the time of filing through the date hereof, Documents required to be filed by each of the Company and its subsidiaries, as applicable, with the SEC it under the Exchange Act or the Securities Act. The Company’s documents relating As of its filing date, or if amended after the date of this Agreement, as of the date of the last such amendment, each such Company SEC Document shall fully comply with the applicable requirements of the Exchange Act and the Securities Act, as the case may be. As of its filing date or, if amended after the date of this Agreement, as of the date of the last such amendment, each such Company SEC Document filed pursuant to the Offers (as the same may be amended as provided herein, the “Offer Documents”), when delivered to the Securityholders (and on the dates of delivery of any amended or superseding Offer Documents) (a) taken as a whole will Exchange Act shall not contain any untrue statement of a material fact or omit to state a any material fact required to be stated therein or necessary in order to make the statements made therein, in light of the circumstances under which they were made, not misleading, and . All of the Financial Statements included in the Company SEC Documents filed after the date of this Agreement (bi) will shall comply in all material respects with the applicable accounting requirements and with the published rules and regulations of the Exchange Act. The consolidated financial statements of the Company included in the Company SEC Documents and to with respect thereto, (ii) shall be included or incorporated by reference into the Offer Documents at the time filed (and, in the case of registration statements, on the dates of effectiveness and the dates of mailing, respectively) were prepared in accordance with United States generally accepted accounting principles GAAP applied on a consistent basis during the periods involved (except as may be indicated in the notes thereto or, in the case of unaudited statements, as permitted by Form 10-Q of the SECthereto), and (iii) shall fairly present in all material respects the financial position and the results of operations and cash flows in accordance with GAAP (subject, in the case of unaudited interim financial statements, to normalnormal and recurring year-end adjustments, recurring audit adjustmentsin each case as permitted by GAAP and the applicable rules and regulations promulgated by the SEC) the consolidated financial position of the Company as of the times and its subsidiaries as at the dates thereof and the consolidated results of their operations and cash flows for the periods then endedreferred to therein.

Company SEC Documents. Since December 31(i) The Company has filed with or furnished to the SEC, 2004on a timely basis, all reports, schedules, forms, statements and other documents (including exhibits and other information incorporated therein) required to be filed or furnished by the Company and its subsidiariessince January 1, as applicable2007 (such documents, have together with any documents filed during such period by the Company with the SEC any required Company SEC Documents. on a voluntary basis on Current Reports on Form 8-K, the “Company SEC Documents” means all forms”). As of their respective filing dates, reportsor, schedulesif revised, statements and other documentsamended, supplemented or superseded by a later-filed Company SEC Document filed prior to the date of this Agreement, as supplemented and amended since of the date of filing of the last such revision, amendment, supplement or superseding filing, the Company SEC Documents complied in all material respects with, to the extent in effect at the time of filing through filing, the date hereofrequirements of the Securities Act of 1933, filed by each as amended (including the rules and regulations promulgated thereunder, the “Securities Act”), the Exchange Act and the Xxxxxxxx-Xxxxx Act of 2002 (including the rules and regulations promulgated thereunder, “SOX”) applicable to such Company SEC Documents, and none of the Company and its subsidiaries, as applicable, with the SEC under the Exchange Act or the Securities Act. The Company’s documents relating to the Offers (as the same may be amended as provided herein, the “Offer Documents”), when delivered to the Securityholders (and on the dates of delivery of any amended or superseding Offer Documents) (a) taken as a whole will not contain Documents contained any untrue statement of a material fact or omit omitted to state a material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading, and (b) will comply in all material respects with the applicable requirements . None of the Exchange ActCompany SEC Documents (as revised, amended, supplemented or superseded by a later-filed Company SEC Document) contains any untrue statement of a material fact or omits to state any material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading, which individually or in the aggregate would require an amendment, supplement or corrective filing to such Company SEC Documents. The consolidated Each of the financial statements (including the related notes) of the Company included in the Company SEC Documents and to be included or incorporated by reference into the Offer Documents complied at the time it was filed in all material respects with the applicable accounting requirements and the published rules and regulations of the SEC with respect thereto in effect at the time of filing, had been prepared in accordance with generally accepted accounting principles in the United States (“GAAP”) (except as otherwise noted therein and, in the case of registration unaudited statements, on as permitted by the dates rules and regulations of effectiveness and the dates of mailing, respectivelySEC) were prepared in accordance with United States generally accepted accounting principles applied on a consistent basis during the periods involved (except as may be indicated in the notes thereto or, in the case of unaudited statements, as permitted by Form 10-Q of the SEC), thereto) and fairly present presented in all material respects (subject, in the case of unaudited statements, to normal, recurring audit adjustments) the consolidated financial position of the Company and its subsidiaries consolidated Subsidiaries as at of the dates thereof and the consolidated results of their operations and cash flows for the periods then endedended (subject, in the case of unaudited statements, to normal year-end audit adjustments). Neither the Company nor any of its Subsidiaries has any liabilities or obligations of any nature (whether accrued, absolute, contingent or otherwise) other than (A) liabilities or obligations reflected or reserved against on the balance sheet of the Company and its Subsidiaries as of March 31, 2009 included in the Filed Company SEC Documents (including the notes thereto), (B) liabilities or obligations incurred after March 31, 2009 in the ordinary course of business, or (C) liabilities or obligations which would not have a Material Adverse Effect. None of the Subsidiaries of the Company are, or have at any time been, subject to the reporting requirements of Section 13(a) or 15(d) of the Exchange Act.

Company SEC Documents. Since December 31, 2004, the (a) The Company and its subsidiaries, has filed or furnished (as applicable, have filed required or permitted) with the SEC any required Company SEC Documents. “Company SEC Documents” means all forms, reports, schedules, statements and other documents required to be filed by it since December 31, 2003 under the Exchange Act or the Securities Act of 1933, as amended, (the “Securities Act”) (such documents, as supplemented and amended since the time of filing through the date hereoffiling, filed by each of the Company and its subsidiaries, as applicable, with the SEC under the Exchange Act or the Securities Act. The Company’s documents relating to the Offers (as the same may be amended as provided hereincollectively, the “Offer Company SEC Documents”). The Company SEC Documents, when delivered to including, without limitation, any financial statements, exhibits or schedules included or incorporated by reference therein, at the Securityholders time filed (and, in the case of registration statements and proxy statements, on the dates of delivery effectiveness and the dates of any amended or superseding Offer Documentsmailing, respectively) (a) taken as a whole will did not contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading, and (b) will comply complied in all material respects as to form with the applicable requirements of the Exchange Act and the Securities Act, as the case may be. The consolidated financial statements of the Company included in the Company SEC Documents and to be included or incorporated by reference into the Offer Documents at the time filed (and, in the case of registration statements and proxy statements, on the dates of effectiveness and the dates of mailing, respectively) complied as to form in all material respects with applicable accounting requirements and with the published rules and regulations of the SEC with respect thereto, were prepared in accordance with United States generally accepted accounting principles applied on a consistent basis during the periods involved unless otherwise corrected in the Company SEC Documents filed with the SEC (except as may be indicated in the notes thereto or, in the case of unaudited statements, as permitted by Form 10-Q of the SEC), and fairly present in all material respects (subject, in the case of the unaudited interim financial statements, to normal, recurring year-end audit adjustments) adjustments consistent with past practice), in all material respects, the consolidated financial position of the Company and its subsidiaries consolidated Subsidiaries as at the dates thereof and the consolidated results of their operations and cash flows for the periods then ended. No Subsidiary of the Company is subject to the periodic reporting requirements of Section 13(a) or Section 15(d) of the Exchange Act or required to file any form, report or other document with the SEC or any other comparable Governmental Authority.

Company SEC Documents. Since December 3126, 20042003, the Company and its subsidiaries, as applicable, have filed with the SEC any required Company SEC Documents. “Company SEC Documents” means all forms, reports, schedules, statements and other documents, as supplemented and amended since the time of filing through the date hereof, filed by each of the Company and its subsidiaries, as applicable, with the SEC under the Securities Exchange Act of 1934, as amended (the “Exchange Act”) or the Securities Act. The Company’s Exchange Offer documents relating to be filed with the Offers SEC (as the same may be amended as provided herein, the “Exchange Offer Documents”), when delivered to the Securityholders filed (and on the dates of delivery of any amended amending or superseding Offer Documentsfiling) (a) taken as a whole will not contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading, and (b) will comply in all material respects with the applicable requirements of the Exchange Act. The consolidated financial statements of the Company Xxxxxx Xxxxxxx Ltd. included in the Company SEC Documents and to be included or incorporated by reference into the Exchange Offer Documents at the time filed (and, in the case of registration statements, on the dates of effectiveness and the dates of mailing, respectively, and, in the case of any solicitation materials amended or superseded by a filing prior to the date of this Agreement, then on the date of such amending or superseding filing) were prepared in accordance with United States generally accepted accounting principles applied on a consistent basis during the periods involved (except as may be indicated in the notes thereto or, in the case of unaudited statements, as permitted by Form 10-Q of the SEC), and fairly present in all material respects (subject, in the case of unaudited statements, to normal, recurring audit adjustments) the consolidated financial position of the Company and its subsidiaries as at the dates thereof and the consolidated results of their operations and cash flows for the periods then ended.

Company SEC Documents. Since December 31, 20042006, the Company and its subsidiaries, as applicable, have filed has filed: (i) with the SEC any required Company SEC Documents. “Company SEC Documents” means Commission all forms, reports, schedules, schedules and statements and other documents, as supplemented and amended since the time of filing through the date hereof, required to be filed by each of the Company and its subsidiaries, as applicable, with the SEC it under the Exchange Act or the Securities Act. The Company’s Act (all such documents relating filed on or prior to the Offers (as the same may be amended as provided hereindate of this Agreement, collectively, the “Offer Company SEC Documents”). The Company SEC Documents, when delivered to including any audited or unaudited financial statements and any notes thereto or schedules included therein (the Securityholders “Company Financial Statements”), at the time filed (and in the case of registration statements, solely on the dates of delivery of any amended or superseding Offer Documentseffectiveness) (aexcept to the extent corrected by a subsequently filed Company SEC Document filed prior to the date of this Agreement) taken as a whole will (i) did not contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading, and (bii) will comply complied in all material respects with the applicable requirements of the Exchange Act and the Securities Act. The consolidated financial statements , as the case may be, (iii) complied as to form in all material respects with applicable accounting requirements and with the published rules and regulations of the Company included in the Company SEC Documents and to be included or incorporated by reference into the Offer Documents at the time filed Commission with respect thereto, (and, in the case of registration statements, on the dates of effectiveness and the dates of mailing, respectivelyiv) were prepared in accordance with United States generally accepted accounting principles GAAP applied on a consistent basis during the periods involved (except as may be indicated in the notes thereto or, in the case of unaudited statements, as permitted by Form 10-Q of the SEC), Commission) and (v) fairly present in all material respects (subject, subject in the case of unaudited statements, statements to normal, recurring and year-end audit adjustments) in all material respects the consolidated financial position and status of the business of the Company and its subsidiaries as at of the dates thereof and the consolidated results of their its operations and cash flows for the periods then ended. PMB Hxxxx Xxxxxxx LLP is an independent registered public accounting firm with respect to the Company and has not resigned or been dismissed as independent registered public accountants of the Company as a result of or in connection with any disagreement with the Company on any matter of accounting principles or practices, financial statement disclosure or auditing scope or procedures.

Company SEC Documents. Since December 31, 2004(i) As of their initial effective dates (in the case of registration statements filed under the Securities Act) or filing dates (in the case of all other Company SEC Documents), the Company SEC Documents complied in all material respects with the requirements of the Securities Act and its subsidiaries, the Exchange Act (as applicable, have filed with ) and the rules and regulations of the SEC any required promulgated thereunder applicable to the Company SEC Documents. “Company SEC Documents” means all forms, reports, schedules, statements and other documents, as supplemented and amended since the time of filing through the date hereof, filed by each none of the Company and its subsidiaries, as applicable, with the SEC under the Exchange Act or the Securities Act. The Company’s documents relating to the Offers (as the same may be amended as provided herein, the “Offer Documents”), when delivered to the Securityholders (and on the dates of delivery of any amended or superseding Offer Documents) (a) taken as a whole will not contain Documents contained any untrue statement of a material fact or omit omitted to state a material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading, and (b) will comply in all material respects with the applicable requirements of the Exchange Act. The consolidated financial statements of the Company included in the Company SEC Documents and to be included or incorporated by reference into (the Offer Documents at the time filed (and, "Company Financial Statements") comply in the case of registration statements, on the dates of effectiveness all material respects with applicable accounting requirements and the dates published rules and regulations of mailingthe SEC with respect thereto, respectively) were have been prepared in accordance with United States generally accepted accounting principles GAAP applied on a consistent basis during the periods involved (except as may be indicated in the notes thereto or, in the case of unaudited statements, as permitted by Form 10-Q of the SEC), thereto) and fairly present in all material respects the financial position of the Company as of the dates thereof and the results of their operations and cash flows for the periods then ended (subject, in the case of unaudited statements, to normal, recurring normal year-end audit adjustments) the consolidated financial position adjustments and other adjustments described therein). Management of the Company has established and its subsidiaries maintains disclosure controls and procedures (as at defined in Rule 13a-15(e) under the dates thereof Exchange Act) that are effective to ensure that all material information concerning the Company is made known on a timely basis to the individuals responsible for preparing the Company's SEC filings and other public disclosure by the Company and that are effective to ensure that the Company is otherwise in compliance in all material respects with the applicable provisions of the Xxxxxxxx-Xxxxx Act of 2002, as amended ("SOX") and the consolidated results applicable listing standards of their operations Nasdaq. Except as set forth in Section 4.1(g) of the Company Disclosure Schedule, the management of the Company (i) has established and cash flows maintains a system of internal controls over financial reporting (as defined in Rule 13a-15(f) under the Exchange Act) designed to provide reasonable assurance regarding the reliability of the Company's financial reporting and the preparation of the Company's financial statements for external purposes in accordance with GAAP and (ii) has disclosed, based on its most recent evaluation of its internal controls over financial reporting, to the periods then endedCompany's outside auditors (A) all significant deficiencies and material weaknesses in the design or operation of its internal controls over financial reporting which are reasonably likely to adversely affect the Company's ability to record, process, summarize and report financial information and (B) any fraud, whether or not material, that involves management or other employees who have a significant role in the Company's internal control over financial reporting. The Company has disclosed to Parent in writing prior to the date hereof all disclosures described in clauses (A) and (B) of the immediately preceding sentence.

Company SEC Documents. Since December 31(i) The Company has filed all reports, 2004schedules, the Company forms, statements and its subsidiaries, as applicable, have filed other documents (including exhibits and other information incorporated therein) with the SEC required to be filed by the Company since January 1, 2003 (such documents, together with any required documents filed during such period by the Company with the SEC Documents. on a voluntary basis on Current Reports on Form 8-K, the “Company SEC Documents” means all forms”). Except to the extent that information contained in any Company SEC Document has been revised, reportsamended, schedules, statements and other documentssupplemented or superseded by a later-filed Filed Company SEC Document, as supplemented and amended since of their respective filing dates, the Company SEC Documents complied in all material respects with, to the extent in effect at the time of filing through filing, the date hereofrequirements of the Securities Act of 1933, filed by each as amended (including the rules and regulations promulgated thereunder, the “Securities Act”), the Exchange Act and the Xxxxxxxx-Xxxxx Act of 2002 (including the rules and regulations promulgated thereunder, “SOX”) applicable to such Company SEC Documents, and none of the Company and its subsidiaries, as applicable, with the SEC under the Exchange Act or the Securities Act. The Company’s documents relating to the Offers (as the same may be amended as provided herein, the “Offer Documents”), when delivered to the Securityholders (and on the dates of delivery of any amended or superseding Offer Documents) (a) taken as a whole will not contain Documents contained any untrue statement of a material fact or omit omitted to state a material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading, and (b) will comply in all material respects with the applicable requirements . Each of the Exchange Act. The consolidated financial statements (including the related notes) of the Company included in the Company SEC Documents and to be included or incorporated by reference into the Offer Documents complied at the time it was filed as to form in all material respects with the applicable accounting requirements and the published rules and regulations of the SEC with respect thereto in effect at the time of filing, had been prepared in accordance with generally accepted accounting principles in the United States (“GAAP”) (except as otherwise footnoted therein and, in the case of registration unaudited statements, on as permitted by the dates rules and regulations of effectiveness and the dates of mailing, respectivelySEC) were prepared in accordance with United States generally accepted accounting principles applied on a consistent basis during the periods involved (except as may be indicated in the notes thereto or, in the case of unaudited statements, as permitted by Form 10-Q of the SEC), thereto) and fairly present presented in all material respects (subject, in the case of unaudited statements, to normal, recurring audit adjustments) the consolidated financial position of the Company and its subsidiaries consolidated Subsidiaries as at of the dates thereof and the consolidated results of their operations and cash flows for the periods then endedended (subject, in the case of unaudited statements, to normal year-end audit adjustments). Neither the Company nor any of its Subsidiaries has any liabilities or obligations of any nature (whether accrued, absolute, contingent or otherwise) other than (i) liabilities or obligations reflected in the Company’s financial statements included in the Filed Company SEC Documents (including the notes thereto), (ii) liabilities or obligations incurred in the ordinary course of business since Xxxxx 00, 0000, (xxx) liabilities or obligations of a nature and magnitude comparable to those not required to be reflected in the financial statements in the Filed Company SEC Documents under GAAP, or (iv) liabilities and obligations which, individually or in the aggregate, do not and would not reasonably be expected to have a Material Adverse Effect . None of the Subsidiaries of the Company are, or have at any time since January 1, 2003 been, subject to the reporting requirements of Section 13(a) or 15(d) of the Exchange Act. The Company is in compliance in all material respects with the applicable listing and corporate governance rules and regulations of the NYSE.

Company SEC Documents. Since December 31, 2004, the (i) The Company and its subsidiaries, as applicable, have has filed with the SEC any required Company SEC Documents. “Company SEC Documents” means all forms, reports, schedules, forms, statements and other documents (including exhibits and other information incorporated therein) with the SEC required to be filed by the Company since January 1, 2003 (such documents, as supplemented and amended since together with any documents filed during such period by the Company to the SEC on a voluntary basis on Current Reports on Form 8-K, the "Company SEC Documents"). As of their respective filing dates, the Company SEC Documents complied in all material respects with, to the extent in effect at the time of filing through filing, the date hereofrequirements of the Securities Act of 1933, filed by each as amended (including the rules and regulations promulgated thereunder, the "Securities Act"), the Exchange Act and the Xxxxxxxx-Xxxxx Act of 2002 (including the rules and regulations promulgated thereunder, "SOX") applicable to such Company SEC Documents, and none of the Company and its subsidiaries, as applicable, with the SEC under the Exchange Act or the Securities Act. The Company’s documents relating to the Offers (as the same may be amended as provided herein, the “Offer Documents”), when delivered to the Securityholders (and on the dates of delivery of any amended or superseding Offer Documents) (a) taken as a whole will not contain Documents contained any untrue statement of a material fact or omit omitted to state a material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading. Except to the extent that information contained in any Company SEC Document has been revised, and (b) will comply in all material respects with the applicable requirements amended, supplemented or superseded by a later-filed Company SEC Document, none of the Exchange ActCompany SEC Documents contains any untrue statement of a material fact or omits to state any material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading, which individually or in the aggregate would require an amendment, supplement or correction to such Company SEC Documents. The consolidated Each of the financial statements (including the related notes) of the Company included in the Company SEC Documents and to be included or incorporated by reference into the Offer Documents complied at the time it was filed as to form in all material respects with the applicable accounting requirements and the published rules and regulations of the SEC with respect thereto in effect at the time of such filing, had been prepared in accordance with generally accepted accounting principles in the United States (and"GAAP") (except, in the case of registration unaudited statements, on as permitted by the dates rules and regulations of effectiveness and the dates of mailing, respectivelySEC) were prepared in accordance with United States generally accepted accounting principles applied on a consistent basis during the periods involved (except as may be indicated in the notes thereto or, in the case of unaudited statements, as permitted by Form 10-Q of the SEC), thereto) and fairly present presented in all material respects (subject, in the case of unaudited statements, to normal, recurring audit adjustments) the consolidated financial position of the Company and its subsidiaries consolidated Subsidiaries as at of the dates thereof and the consolidated results of their operations and cash flows for the periods then endedended (subject, in the case of unaudited statements, to normal year-end audit adjustments). Neither the Company nor any of its Subsidiaries has any liabilities or obligations of any nature (whether accrued, absolute, contingent or otherwise) which individually or in the aggregate have had or would reasonably be expected to have a Material Adverse Effect. None of the Subsidiaries of the Company are, or have at any time since January 1, 2003 been, subject to the reporting requirements of Section 13(a) or 15(d) of the Exchange Act.

Company SEC Documents. Since December 31(i) The Company has filed with or furnished to the SEC, 2004on a timely basis, all reports, schedules, forms, statements and other documents (including exhibits and other information incorporated therein) required to be filed or furnished by the Company and its subsidiariessince January 1, as applicable2005 (such documents, have together with any documents filed during such period by the Company with the SEC any required Company SEC Documents. on a voluntary basis on Current Reports on Form 8-K, the “Company SEC Documents” means all forms”). As of their respective filing dates, reportsor, schedulesif revised, statements and other documentsamended, supplemented or superseded by a later-filed Company SEC Document filed prior to the date of this Agreement, as supplemented and amended since of the date of filing of the last such revision, amendment, supplement or superseding filing, the Company SEC Documents complied in all material respects with, to the extent in effect at the time of filing through filing, the date hereofrequirements of the Securities Act of 1933, filed by each as amended (including the rules and regulations promulgated thereunder, the “Securities Act”), the Exchange Act and the Xxxxxxxx-Xxxxx Act of 2002 (including the rules and regulations promulgated thereunder, “SOX”) applicable to such Company SEC Documents, and none of the Company and its subsidiaries, as applicable, with the SEC under the Exchange Act or the Securities Act. The Company’s documents relating to the Offers (as the same may be amended as provided herein, the “Offer Documents”), when delivered to the Securityholders (and on the dates of delivery of any amended or superseding Offer Documents) (a) taken as a whole will not contain Documents contained any untrue statement of a material fact or omit omitted to state a material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading, and (b) will comply in all material respects with the applicable requirements . None of the Exchange ActCompany SEC Documents (as revised, amended, supplemented or superseded by a later- filed Company SEC Document) contains any untrue statement of a material fact or omits to state any material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading, which individually or in the aggregate would reasonably be expected to require an amendment, supplement or corrective filing to such Company SEC Documents. The consolidated Each of the financial statements (including the related notes) of the Company included in the Company SEC Documents and to be included or incorporated by reference into the Offer Documents complied at the time it was filed as to form in all material respects with the applicable accounting requirements and the published rules and regulations of the SEC with respect thereto in effect at the time of filing, had been prepared in accordance with generally accepted accounting principles in the United States (“GAAP”) (except as otherwise noted therein and, in the case of registration unaudited statements, on as permitted by the dates rules and regulations of effectiveness and the dates of mailing, respectivelySEC) were prepared in accordance with United States generally accepted accounting principles applied on a consistent basis during the periods involved (except as may be indicated in the notes thereto or, in the case of unaudited statements, as permitted by Form 10-Q of the SEC), thereto) and fairly present presented in all material respects (subject, in the case of unaudited statements, to normal, recurring audit adjustments) the consolidated financial position of the Company and its subsidiaries consolidated Subsidiaries as at of the dates thereof and the consolidated results of their operations and cash flows for the periods then endedended (subject, in the case of unaudited statements, to normal year-end audit adjustments). Neither the Company nor any of its Subsidiaries has any liabilities or obligations of any nature (whether accrued, absolute, contingent or otherwise) other than (i) liabilities or obligations reflected or reserved against on the balance sheet of the Company and its Subsidiaries as of March 31, 2008 included in the Filed Company SEC Documents (including the notes thereto, the “Most Recent Balance Sheet”), (ii) liabilities or obligations incurred after March 31, 2008 in the ordinary course of business, (iii) liabilities or obligations which, individually or in the aggregate, would not reasonably be expected to have a Material Adverse Effect or (iv) liabilities set forth in Section 4.01(e) of the Company Disclosure Schedule that were in existence as of the date of the Most Recent Balance Sheet and not required by GAAP to be reflected on or reserved for in the Most Recent Balance Sheet. None of the Subsidiaries of the Company are, or have at any time been, subject to the reporting requirements of Section 13(a) or 15(d) of the Exchange Act.

Company SEC Documents. Since December 31(i) The Company has filed with or furnished to the SEC, 2004on a timely basis, all reports, schedules, forms, statements and other documents (including exhibits and other information incorporated therein) required to be filed or furnished by the Company since January 1, 2007 (such documents, together with any documents filed during such period by the Company with the SEC on a voluntary basis on Current Reports on Form 8-K, the “Company and its subsidiariesSEC Documents”). Except with respect to the Company’s Annual Report on Form 10-K for the year ended September 30, 2008, as applicable, have filed with the SEC any on December 29, 2008 and as amended by the Form 10-K/A filed by the Company with the SEC on January 28, 2009 (but solely with respect to the Company’s failure to provide a report of the Company’s management on the Company’s internal control over financial reporting as required by Part II, Item 9(A)(T) of Form 10-K), as of their respective filing dates, or, if revised, amended, supplemented or superseded by a later-filed Company SEC Document filed prior to the date of this Agreement, as of the date of filing of the last such revision, amendment, supplement or superseding filing, the Company SEC Documents complied in all material respects with, to the extent in effect at the time of filing, the requirements of the Securities Act of 1933, as amended (including the rules and regulations promulgated thereunder, the “Securities Act”), the Exchange Act and the Sxxxxxxx-Xxxxx Act of 2002 (including the rules and regulations promulgated thereunder, “SOX”) applicable to such Company SEC Documents. “Company SEC Documents” means all forms, reports, schedules, statements and other documents, as supplemented and amended since the time of filing through the date hereof, filed by each none of the Company and its subsidiaries, as applicable, with the SEC under the Exchange Act or the Securities Act. The Company’s documents relating to the Offers (as the same may be amended as provided herein, the “Offer Documents”), when delivered to the Securityholders (and on the dates of delivery of any amended or superseding Offer Documents) (a) taken as a whole will not contain Documents contained any untrue statement of a material fact or omit omitted to state a material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading, and (b) will comply in all material respects with the applicable requirements . None of the Exchange ActCompany SEC Documents (as revised, amended, supplemented or superseded by a later-filed Company SEC Document) contains any untrue statement of a material fact or omits to state any material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading, which individually or in the aggregate would require an amendment, supplement or corrective filing to such Company SEC Documents. The consolidated Each of the financial statements (including the related notes) of the Company included in the Company SEC Documents and to be included or incorporated by reference into the Offer Documents complied at the time it was filed as to form in all material respects with the applicable accounting requirements and the published rules and regulations of the SEC with respect thereto in effect at the time of filing, had been prepared in accordance with generally accepted accounting principles in the United States (“GAAP”) (except as otherwise noted therein and, in the case of registration unaudited statements, on as permitted by the dates rules and regulations of effectiveness and the dates of mailing, respectivelySEC) were prepared in accordance with United States generally accepted accounting principles applied on a consistent basis during the periods involved (except as may be indicated in the notes thereto or, in the case of unaudited statements, as permitted by Form 10-Q of the SEC), thereto) and fairly present presented in all material respects (subject, in the case of unaudited statements, to normal, recurring audit adjustments) the consolidated financial position of the Company and its consolidated subsidiaries as at of the dates thereof and the consolidated results of their operations and cash flows for the periods then endedended (subject, in the case of unaudited statements, to normal year-end audit adjustments). Neither the Company nor any of its subsidiaries has any liabilities or obligations of any nature (whether accrued, absolute, contingent or otherwise) other than (A) liabilities or obligations reflected or reserved against on the balance sheet of the Company and its subsidiaries as of September 30, 2008 included in the Filed Company SEC Documents (including the notes thereto), (B) liabilities or obligations incurred after September 30, 2008 in the ordinary course of business, or (C) liabilities or obligations which, individually or in the aggregate, would not reasonably be expected to have a Material Adverse Effect. None of the subsidiaries of the Company are, or have at any time been, subject to the reporting requirements of Section 13(a) or 15(d) of the Exchange Act.

Company SEC Documents. Since December 31, 2004, the The Company and its subsidiaries, as applicable, have has timely filed with the SEC any required Company SEC Documents. Securities and Exchange Commission (the “Company SEC Documents” means Commission”) all forms, reports, schedules, statements and other documents required to be filed by it since December 31, 2000 under the Securities Exchange Act of 1934, as amended (together with the rules and regulations thereunder, the “Exchange Act”) or the Securities Act of 1933, as amended (together with the rules and regulations thereunder, the “Securities Act”) (such documents, as supplemented and amended since the time of filing through the date hereoffiling, filed by each of the Company and its subsidiaries, as applicable, with the SEC under the Exchange Act or the Securities Act. The Company’s documents relating to the Offers (as the same may be amended as provided hereincollectively, the “Offer Company SEC Documents”). The Company SEC Documents, when delivered to including, without limitation, any financial statements or schedules included or incorporated by reference therein, at the Securityholders time filed (and, in the case of registration statements and proxy statements, on the dates of delivery effectiveness and the dates of any amended or superseding Offer Documentsmailing, respectively) (a) taken as a whole will did not contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary in order to make the statements thereintherein (and, in the case of any prospectus, in light of the circumstances under which they were made), not misleading, and (b) will comply complied in all material respects with the applicable requirements of the Exchange Act and the Securities Act, as the case may be. The consolidated financial statements of the Company included in the Company SEC Documents and to be included or incorporated by reference into the Offer Documents at the time filed (and, in the case of registration statements and proxy statements, on the dates of effectiveness and the dates of mailing, respectively) complied as to form in all material respects with applicable accounting requirements and with the published rules and regulations of the Commission with respect thereto, were prepared in accordance with United States generally accepted accounting principles applied on a consistent basis during the periods involved (except as may be indicated in the notes thereto or, in the case of unaudited statements, as permitted by Form 10-Q of the SECCommission), and fairly present in all material respects presented (subject, in the case of the unaudited interim financial statements, to normal, recurring year-end audit adjustments) adjustments consistent with past practice), in all material respects, the consolidated financial position of the Company and its consolidated subsidiaries as at the dates thereof and the consolidated results of their operations and cash flows for the periods then ended. No subsidiary of the Company is subject to the periodic reporting requirements of the Exchange Act or required to file any form, report or other document with the Commission, the Nasdaq Stock Market, Inc., any stock exchange or any other comparable governmental authority.

Company SEC Documents. Since December 31, 2004, the The Company and its subsidiaries, as applicable, have has filed with the SEC any required Company SEC Documents. “Company SEC Documents” means all forms, reports, schedules, forms, statements and other documentsdocuments (including exhibits and other information incorporated therein) with the SEC required to be filed by the Company since August 4, 2000 (the "Company SEC Documents"). As of their respective filing dates, the Company SEC Documents complied in all material respects with the requirements of the Securities Act of 1933, as supplemented amended (the "Securities Act"), or the Exchange Act, as the case may be, and amended since the time rules and regulations of filing through the date hereofSEC promulgated thereunder applicable to such Company SEC Documents, filed by each and none of the Company and its subsidiaries, as applicable, with the SEC under the Exchange Act or the Securities Act. The Company’s documents relating to the Offers (as the same may be amended as provided herein, the “Offer Documents”), when delivered to the Securityholders (and on the dates of delivery of any amended or superseding Offer Documents) (a) taken as a whole will not contain Documents contained any untrue statement of a material fact or omit omitted to state a material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading. Except to the extent that information contained in any Company SEC Document has been revised, and (b) will comply in all material respects with the applicable requirements amended, supplemented or superseded by a later-filed Company SEC Document, none of the Exchange ActCompany SEC Documents contains any untrue statement of a material fact or omits to state any material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading. The consolidated financial statements (including the related notes) of the Company included in the Company SEC Documents and to be included or incorporated by reference into the Offer Documents complied at the time they were filed 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 generally accepted accounting principles in the United States (and"GAAP") (except, in the case of registration unaudited statements, on as permitted by the dates rules and regulations of effectiveness and the dates of mailing, respectivelySEC) were prepared in accordance with United States generally accepted accounting principles applied on a consistent basis during the periods involved (except as may be indicated in the notes thereto or, in the case of unaudited statements, as permitted by Form 10-Q of the SEC), thereto) and each fairly present presented in all material respects (subject, in the case of unaudited statements, to normal, recurring audit adjustments) the consolidated financial position of the Company and its subsidiaries consolidated Subsidiaries as at of the dates thereof and the consolidated results of their operations and cash flows for the periods then endedended (subject, in the case of unaudited statements, to normal year-end audit adjustments). Parent shall receive a certificate signed by the chief executive officer and the chief financial officer of the Company in their capacities as such, on or prior to the Closing Date, with respect to the most recent annual report on Form 10-K and all reports on Form 10-Q, all reports on Form 8-K and all definitive proxy materials filed with the SEC, in each case subsequent to the filing of the most recent Form 10-K and any amendments thereto filed prior to the date hereof and except for any such reports or proxy materials that have been certified pursuant to 18 U.S.C. Section 1350 (collectively, the "Covered Reports") stating that, to such person's knowledge, (i) no Covered Report contained an untrue statement of material fact as of the end of the period covered by such report (or in the case of a report on Form 8-K or definitive proxy materials, as of the date on which it was filed) and (ii) no Covered Report omitted to state a material fact necessary to make the statements in such Covered Report, in light of the circumstances under which they were made, not misleading as of the end of the period covered by such report (or in the case of a report on Form 8-K or definitive proxy materials, as of the date on which it was filed). Except as disclosed in the Company SEC Documents filed by the Company and publicly available prior to the date of this Agreement (the "Filed Company SEC Documents"), neither the Company nor any of its Subsidiaries has any liabilities or obligations of any nature (whether accrued, absolute, contingent or otherwise) which individually or in the aggregate have had or would reasonably be expected to have a Material Adverse Effect. None of the Subsidiaries of the Company are, or have at any time since August 4, 2000 been, subject to the reporting requirements of Sections 13(a) and 15(d) of the Exchange Act.

Company SEC Documents. Since December 31, 2004, The Company has timely filed (giving effect to permissible extensions in accordance with Rule 12b-25 under the Company and its subsidiaries, as applicable, have filed Exchange Act) or furnished with the SEC any required Company SEC Documents. “Company SEC Documents” means Commission all forms, reports, schedules, statements forms, statements, and other documents, as supplemented documents (including exhibits and amended since the time of filing through the date hereof, other information incorporated therein) that have Execution Version been filed or were required to be filed or furnished by each of the Company and its subsidiaries, as applicable, with the SEC it under the Exchange Act or the Securities Act. The Company’s Act since December 31, 2020 (all such documents relating to the Offers (as the same may be amended as provided hereincollectively, the “Offer Company SEC Documents”). The Company SEC Documents, when delivered including any audited or unaudited financial statements and any notes thereto or schedules included therein (the “Company Financial Statements”), at the time filed or furnished (except to the Securityholders (and on extent corrected by a subsequently filed Company SEC Document filed prior to the dates date of delivery of any amended or superseding Offer Documentsthis Agreement) (ai) taken as a whole will did not contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading, and (bii) will comply complied in all material respects with the applicable requirements of the Exchange Act and the Securities Act. The consolidated financial statements , as the case may be, (iii) complied as to form in all material respects with applicable accounting requirements and with the published rules and regulations of the Company included in the Company SEC Documents and to be included or incorporated by reference into the Offer Documents at the time filed Commission with respect thereto, (and, in the case of registration statements, on the dates of effectiveness and the dates of mailing, respectivelyiv) were prepared in accordance conformity with United States generally accepted accounting principles GAAP applied on a consistent basis during the periods involved (except as may be indicated in the notes thereto or, in the case of unaudited statements, as permitted by Form 10-Q of the SEC), Commission) and (v) fairly present in all material respects (subject, subject in the case of unaudited statements, statements to normal, recurring and year-end audit adjustments) ), in all material respects, the consolidated financial position of the business of the Company and its subsidiaries as at of the dates thereof and the consolidated results of their its operations and cash flows for the periods then ended. KPMG LLP is an independent registered public accounting firm with respect to the Company and has not resigned or been dismissed as independent registered public accountants of the Company as a result of or in connection with any disagreement with the Company on any matter of accounting principles or practices, financial statement disclosure or auditing scope or procedures.

Company SEC Documents. Since December 3126, 20042003, the Company and its subsidiaries, as applicable, have filed with the SEC any required Company SEC Documents. “Company SEC Documents” means all forms, reports, schedules, statements and other documents, as supplemented and amended since the time of filing through the date hereof, filed by each of the Company and its subsidiaries, as applicable, with the SEC under the Securities Exchange Act of 1934, as amended (the “Exchange Act”) or the Securities Act. The Company’s Exchange Offer documents relating to the Offers (as the same may be amended as provided herein, the “Exchange Offer Documents”), when delivered to the Securityholders (and on the dates of delivery of any amended or superseding Exchange Offer Documents) (a) taken as a whole will not contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading, and (b) will comply in all material respects with the applicable requirements of the Exchange Act. The consolidated financial statements of the Company included in the Company SEC Documents and to be included or incorporated by reference into the Exchange Offer Documents at the time filed (and, in the case of registration statements, on the dates of effectiveness and the dates of mailing, respectively) were prepared in accordance with United States generally accepted accounting principles applied on a consistent basis during the periods involved (except as may be indicated in the notes thereto or, in the case of unaudited statements, as permitted by Form 10-Q of the SEC), and fairly present in all material respects (subject, in the case of unaudited statements, to normal, recurring audit adjustments) the consolidated financial position of the Company and its subsidiaries as at the dates thereof and the consolidated results of their operations and cash flows for the periods then ended.

Company SEC Documents. Since December 31, 2004(i) As of their initial effective dates (in the case of registration statements filed under the Securities Act) or filing dates (in the case of all other Company SEC Documents), the Company SEC Documents complied in all material respects with the requirements of the Securities Act and its subsidiaries, the Exchange Act (as applicable, have filed with ) and the rules and regulations of the SEC any required promulgated thereunder applicable to the Company SEC Documents. “Company SEC Documents” means all forms, reports, schedules, statements and other documents, as supplemented and amended since the time of filing through the date hereof, filed by each none of the Company and its subsidiaries, as applicable, with the SEC under the Exchange Act or the Securities Act. The Company’s documents relating to the Offers (as the same may be amended as provided herein, the “Offer Documents”), when delivered to the Securityholders (and on the dates of delivery of any amended or superseding Offer Documents) (a) taken as a whole will not contain Documents contained any untrue statement of a material fact or omit omitted to state a material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading, and (b) will comply in all material respects with the applicable requirements of the Exchange Act. The consolidated financial statements of the Company included in the Company SEC Documents and to be included or incorporated by reference into (the Offer Documents at the time filed (and, “Company Financial Statements”) comply in the case of registration statements, on the dates of effectiveness all material respects with applicable accounting requirements and the dates published rules and regulations of mailingthe SEC with respect thereto, respectively) were have been prepared in accordance with United States generally accepted accounting principles GAAP applied on a consistent basis during the periods involved (except as may be indicated in the notes thereto or, in the case of unaudited statements, as permitted by Form 10-Q of the SEC), thereto) and fairly present in all material respects the financial position of the Company as of the dates thereof and the results of their operations and cash flows for the periods then ended (subject, in the case of unaudited statements, to normal, recurring normal year-end audit adjustments) the consolidated financial position adjustments and other adjustments described therein). Management of the Company has established and its subsidiaries maintains disclosure controls and procedures (as at defined in Rule 13a-15(e) under the dates thereof Exchange Act) that are effective to ensure that all material information concerning the Company is made known on a timely basis to the individuals responsible for preparing the Company’s SEC filings and other public disclosure by the Company and that are effective to ensure that the Company is otherwise in compliance in all material respects with the applicable provisions of the Sxxxxxxx-Xxxxx Act of 2002, as amended (“SOX”) and the consolidated results applicable listing standards of their operations Nasdaq. Except as set forth in Section 4.1(g) of the Company Disclosure Schedule, the management of the Company (i) has established and cash flows maintains a system of internal controls over financial reporting (as defined in Rule 13a-15(f) under the Exchange Act) designed to provide reasonable assurance regarding the reliability of the Company’s financial reporting and the preparation of the Company’s financial statements for external purposes in accordance with GAAP and (ii) has disclosed, based on its most recent evaluation of its internal controls over financial reporting, to the periods then endedCompany’s outside auditors (A) all significant deficiencies and material weaknesses in the design or operation of its internal controls over financial reporting which are reasonably likely to adversely affect the Company’s ability to record, process, summarize and report financial information and (B) any fraud, whether or not material, that involves management or other employees who have a significant role in the Company’s internal control over financial reporting. The Company has disclosed to Parent in writing prior to the date hereof all disclosures described in clauses (A) and (B) of the immediately preceding sentence.

Company SEC Documents. Since December 31The Company has filed all reports, 2004schedules, the Company forms, statements and its subsidiaries, as applicable, have filed other documents (including exhibits and other information incorporated therein) with the SEC any required to be filed by the Company SEC Documents. since January 1, 2001 (the “Company SEC Documents” means ”). As of their respective filing dates, the Company SEC Documents complied in all forms, reports, schedules, statements and other documentsmaterial respects with the requirements of the Securities Act of 1933, as supplemented amended (the “Securities Act”), or the Exchange Act, as the case may be, and amended since the time rules and regulations of filing through the date hereofSEC promulgated thereunder applicable to such Company SEC Documents, filed by each and none of the Company and its subsidiaries, as applicable, with the SEC under the Exchange Act or the Securities Act. The Company’s documents relating to the Offers (as the same may be amended as provided herein, the “Offer Documents”), when delivered to the Securityholders (and on the dates of delivery of any amended or superseding Offer Documents) (a) taken as a whole will not contain Documents contained any untrue statement of a material fact or omit omitted to state a material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading. Except to the extent that information contained in any Company SEC Document has been revised, and (b) will comply in all material respects with the applicable requirements amended, supplemented or superseded by a later-filed Company SEC Document, none of the Exchange ActCompany SEC Documents contains any untrue statement of a material fact or omits to state any material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading. The consolidated financial statements (including the related notes) of the Company included in the Company SEC Documents and to be included or incorporated by reference into the Offer Documents complied at the time they were filed 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 generally accepted accounting principles in the United States (and“GAAP”) (except, in the case of registration unaudited statements, on as permitted by the dates rules and regulations of effectiveness and the dates of mailing, respectivelySEC) were prepared in accordance with United States generally accepted accounting principles applied on a consistent basis during the periods involved (except as may be indicated in the notes thereto or, in the case of unaudited statements, as permitted by Form 10-Q of the SEC), thereto) and each fairly present presented in all material respects (subject, in the case of unaudited statements, to normal, recurring audit adjustments) the consolidated financial position of the Company and its subsidiaries consolidated Subsidiaries as at of the dates thereof and the consolidated results of their operations and cash flows for the periods then endedended (subject, in the case of unaudited statements, to normal year-end audit adjustments). Neither the Company nor any of its Subsidiaries has any liabilities or obligations of any nature (whether accrued, absolute, contingent or otherwise) which individually or in the aggregate have had or would reasonably be expected to have a Material Adverse Effect. None of the Subsidiaries of the Company are, or have at any time since January 1, 2001 been, subject to the reporting requirements of Sections 13(a) and 15(d) of the Exchange Act.

Company SEC Documents. Since December 31, 2004, the The Company and its subsidiaries, as applicable, have has filed with the SEC any required Company SEC Documents. “Company SEC Documents” means all forms, reports, schedules, forms, statements and other documentsdocuments (including exhibits and other information incorporated therein) with the SEC required to be filed by the Company since August 4, 2000 (the "Company SEC Documents"). As of their respective filing dates, the Company SEC Documents complied in all material respects with the requirements of the Securities Act of 1933, as supplemented amended (the "Securities Act"), or the Exchange Act, as the case may be, and amended since the time rules and regulations of filing through the date hereofSEC promulgated thereunder applicable to such Company SEC Documents, filed by each and none of the Company and its subsidiaries, as applicable, with the SEC under the Exchange Act or the Securities Act. The Company’s documents relating to the Offers (as the same may be amended as provided herein, the “Offer Documents”), when delivered to the Securityholders (and on the dates of delivery of any amended or superseding Offer Documents) (a) taken as a whole will not contain Documents contained any untrue statement of a material fact or omit omitted to state a material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading. Except to the extent that information contained in any Company SEC Document has been revised, and (b) will comply in all material respects with the applicable requirements amended, supplemented or superseded by a later-filed Company SEC Document, none of the Exchange ActCompany SEC Documents contains any untrue statement of a material fact or omits to state any material fact required to be stated therein or necessary in order to make the statements therein, in light of the circum stances under which they were made, not misleading. The consolidated financial statements (including the related notes) of the Company included in the Company SEC Documents and to be included or incorporated by reference into the Offer Documents complied at the time they were filed 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 generally accepted accounting principles in the United States (and"GAAP") (except, in the case of registration unaudited statements, on as permitted by the dates rules and regulations of effectiveness and the dates of mailing, respectivelySEC) were prepared in accordance with United States generally accepted accounting principles applied on a consistent basis during the periods involved (except as may be indicated in the notes thereto or, in the case of unaudited statements, as permitted by Form 10-Q of the SEC), thereto) and each fairly present presented in all material respects (subject, in the case of unaudited statements, to normal, recurring audit adjustments) the consolidated financial position of the Company and its subsidiaries consolidated Subsidiaries as at of the dates thereof and the consolidated results of their operations and cash flows for the periods then endedended (subject, in the case of unaudited statements, to normal year-end audit adjustments). Parent shall receive a certificate signed by the chief executive officer and the chief financial officer of the Company in their capacities as such, on or prior to the Closing Date, with respect to the most recent annual report on Form 10-K and all reports on Form 10-Q, all reports on Form 8-K and all definitive proxy materials filed with the SEC, in each case subsequent to the filing of the most recent Form 10-K and any amendments thereto filed prior to the date hereof and except for any such reports or proxy materials that have been certified pursuant to 18 U.S.C. ss.1350 (collectively, the "Covered Reports") stating that, to such person's knowledge, (i) no Covered Report contained an untrue statement of material fact as of the end of the period covered by such report (or in the case of a report on Form 8-K or definitive proxy materials, as of the date on which it was filed) and (ii) no Covered Report omitted to state a material fact necessary to make the statements in such Covered Report, in light of the circumstances under which they were made, not misleading as of the end of the period covered by such report (or in the case of a report on Form 8-K or definitive proxy materials, as of the date on which it was filed). Except as disclosed in the Company SEC Documents filed by the Company and publicly available prior to the date of this Agreement (the "Filed Company SEC Documents"), neither the Company nor any of its Subsidiaries has any liabilities or obligations of any nature (whether accrued, absolute, contingent or otherwise) which individually or in the aggregate have had or would reasonably be expected to have a Material Adverse Effect. None of the Subsidiaries of the Company are, or have at any time since August 4, 2000 been, subject to the reporting requirements of Sections 13(a) and 15(d) of the Exchange Act.

Company SEC Documents. Since December 31(i) The Company has filed with or furnished to the SEC, 2004on a timely basis, all reports, schedules, forms, statements and other documents (including exhibits and other information incorporated therein) required to be filed or furnished by the Company and its subsidiariessince January 1, as applicable2005 (such documents, have together with any documents filed during such period by the Company with the SEC any required Company SEC Documents. on a voluntary basis on Current Reports on Form 8-K, the “Company SEC Documents” means all forms”). As of their respective filing dates, reportsor, schedulesif revised, statements and other documentsamended, supplemented or superseded by a later-filed Company SEC Document filed prior to the date of this Agreement, as supplemented and amended since of the date of filing of the last such revision, amendment, supplement or superseding filing, the Company SEC Documents complied in all material respects with, to the extent in effect at the time of filing through filing, the date hereofrequirements of the Securities Act of 1933, filed by each as amended (including the rules and regulations promulgated thereunder, the “Securities Act”), the Exchange Act and the Xxxxxxxx-Xxxxx Act of 2002 (including the rules and regulations promulgated thereunder, “SOX”) applicable to such Company SEC Documents, and none of the Company and its subsidiaries, as applicable, with the SEC under the Exchange Act or the Securities Act. The Company’s documents relating to the Offers (as the same may be amended as provided herein, the “Offer Documents”), when delivered to the Securityholders (and on the dates of delivery of any amended or superseding Offer Documents) (a) taken as a whole will not contain Documents contained any untrue statement of a material fact or omit omitted to state a material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading, and (b) will comply in all material respects with the applicable requirements . None of the Exchange ActCompany SEC Documents (as revised, amended, supplemented or superseded by a later-filed Company SEC Document) contains any untrue statement of a material fact or omits to state any material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading, which individually or in the aggregate would require an amendment, supplement or corrective filing to such Company SEC Documents. The consolidated Each of the financial statements (including the related notes) of the Company included in the Company SEC Documents and to be included or incorporated by reference into the Offer Documents complied at the time it was filed as to form in all material respects with the applicable accounting requirements and the published rules and regulations of the SEC with respect thereto in effect at the time of filing, had been prepared in accordance with generally accepted accounting principles in the United States (“GAAP”) (except as otherwise noted therein and, in the case of registration unaudited statements, on as permitted by the dates rules and regulations of effectiveness and the dates of mailing, respectivelySEC) were prepared in accordance with United States generally accepted accounting principles applied on a consistent basis during the periods involved (except as may be indicated in the notes thereto or, in the case of unaudited statements, as permitted by Form 10-Q of the SEC), thereto) and fairly present presented in all material respects (subject, in the case of unaudited statements, to normal, recurring audit adjustments) the consolidated financial position of the Company and its subsidiaries consolidated Subsidiaries as at of the dates thereof and the consolidated results of their operations and cash flows for the periods then endedended (subject, in the case of unaudited statements, to normal year-end audit adjustments). Neither the Company nor any of its Subsidiaries has any liabilities or obligations of any nature (whether accrued, absolute, contingent or otherwise) other than (i) liabilities or obligations reflected or reserved against on the balance sheet of the Company and its Subsidiaries as of March 31, 2008 included in the Filed Company SEC Documents (including the notes thereto, the “Most Recent Balance Sheet”), (ii) liabilities or obligations incurred after March 31, 2008 in the ordinary course of business, (iii) liabilities or obligations which, individually or in the aggregate, would not reasonably be expected to have a Material Adverse Effect or (iv) liabilities set forth in Section 3.01(e)(i) of the Company Disclosure Schedule that were in existence as of the date of the Most Recent Balance Sheet and not required by GAAP to be reflected on or reserved for in the Most Recent Balance Sheet. None of the Subsidiaries of the Company are, or have at any time been, subject to the reporting requirements of Section 13(a) or 15(d) of the Exchange Act.

Company SEC Documents. Since December 31, 2004, the The Company and its subsidiaries, as applicable, SEC Documents have been filed with the SEC any required Commission on a timely basis. The Company SEC Documents. “, at the time filed (except to the extent corrected by a subsequent Company SEC Documents” means all forms, reports, schedules, statements and other documents, as supplemented and amended since the time of filing through Document filed on or prior to the date hereof, filed by each of the Company and its subsidiaries, as applicable, with the SEC under the Exchange Act or the Securities Act. The Company’s documents relating to the Offers (as the same may be amended as provided herein, the “Offer Documents”), when delivered to the Securityholders (and on the dates of delivery of any amended or superseding Offer Documents) (a) taken as a whole will did not contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were mademade in the case of any such documents other than a registration statement, not misleading, and (b) will comply complied as to form in all material respect with the applicable requirements of the Exchange Act and the Securities Act, as the case may be, and (c) complied as to form in all material respects with the applicable accounting requirements and with the published rules and regulations of the Exchange ActCommission with respect thereto. The consolidated financial statements of the Company and other financial information included in the Company SEC Documents and to be included or incorporated by reference into the Offer Documents at the time filed (and, in the case of registration statements, on the dates of effectiveness and the dates of mailing, respectively) were prepared in accordance with United States generally accepted accounting principles GAAP applied on a consistent basis during the periods involved (except as may be indicated in the notes thereto or, in the case of unaudited statements, or as permitted by Form 10-Q of the SECCommission), and fairly present in all material respects (subject, in the case of unaudited statements, statements to normal, normal and recurring and year-end audit adjustments) in all material respects the consolidated financial position of the Company and its consolidated subsidiaries as at of the dates thereof and the consolidated results of their its operations and cash flows of the Company and its consolidated subsidiaries for the periods then ended. The independent auditor of the Company as of the date of the most recent audited balance sheet of the Company is an independent registered public accounting firm with respect to the Company and has not resigned or been dismissed as independent registered public accountants of the Company as a result of or in connection with any disagreement with the Company on any matter of accounting principles or practices, financial statement disclosure or auditing scope or procedures. Since the date of the most recent balance sheet of the Company audited by such auditor, (i) the interactive data in eXtensible Business Reporting Language included or incorporated by reference in the Company SEC Documents fairly presents the information called for in all material respects and has been prepared in accordance with the Commission’s rules and guidelines applicable thereto and (ii) based on an annual evaluation of disclosure controls and procedures, the Company is not aware of (x) except as disclosed in the Company SEC Documents, any significant deficiency or material weakness in the design or operation of internal controls over financial reporting that are likely to adversely affect its ability to record, process, summarize and report financial data or (y) any fraud, whether or not material, that involves management or other employees who have a significant role in the internal controls over financial reporting of the Company.

Company SEC Documents. Since December 31, 2004, the The Company and its subsidiaries, as applicable, have has filed with the SEC any required Company SEC Documents. “Company SEC Documents” means all forms, reports, schedules, forms, statements and other documentsdocuments (including exhibits and other information incorporated therein) with the SEC required to be filed by the Company since January 1, 2001 (the "Company SEC Documents"). As of their respective filing dates, the Company SEC Documents complied in all material respects with the requirements of the Securities Act of 1933, as supplemented amended (the "Securities Act"), or the Exchange Act, as the case may be, and amended since the time rules and regulations of filing through the date hereofSEC promulgated thereunder applicable to such Company SEC Documents, filed by each and none of the Company and its subsidiaries, as applicable, with the SEC under the Exchange Act or the Securities Act. The Company’s documents relating to the Offers (as the same may be amended as provided herein, the “Offer Documents”), when delivered to the Securityholders (and on the dates of delivery of any amended or superseding Offer Documents) (a) taken as a whole will not contain Documents contained any untrue statement of a material fact or omit omitted to state a material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading. Except to the extent that information contained in any Company SEC Document has been revised, and (b) will comply in all material respects with the applicable requirements amended, supplemented or superseded by a later-filed Company SEC Document, none of the Exchange ActCompany SEC Documents contains any untrue statement of a material fact or omits to state any material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading. The consolidated financial statements (including the related notes) of the Company included in the Company SEC Documents and to be included or incorporated by reference into the Offer Documents complied at the time they were filed 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 generally accepted accounting principles in the United States (and"GAAP") (except, in the case of registration unaudited statements, on as permitted by the dates rules and regulations of effectiveness and the dates of mailing, respectivelySEC) were prepared in accordance with United States generally accepted accounting principles applied on a consistent basis during the periods involved (except as may be indicated in the notes thereto or, in the case of unaudited statements, as permitted by Form 10-Q of the SEC), thereto) and each fairly present presented in all material respects (subject, in the case of unaudited statements, to normal, recurring audit adjustments) the consolidated financial position of the Company and its subsidiaries consolidated Subsidiaries as at of the dates thereof and the consolidated results of their operations and cash flows for the periods then endedended (subject, in the case of unaudited statements, to normal year-end audit adjustments). Neither the Company nor any of its Subsidiaries has any liabilities or obligations of any nature (whether accrued, absolute, contingent or otherwise) which individually or in the aggregate have had or would reasonably be expected to have a Material Adverse Effect. None of the Subsidiaries of the Company are, or have at any time since January 1, 2001 been, subject to the reporting requirements of Sections 13(a) and 15(d) of the Exchange Act.

Company SEC Documents. Since December 31(i) The Company has furnished or filed all reports, 2004schedules, the Company forms, statements and its subsidiaries, as applicable, have filed other documents (including exhibits and other information incorporated therein) with the SEC required to be furnished or filed by the Company since September 30, 2008 (such documents, together with any required documents furnished or filed during such period by the Company with the SEC Documents. on a voluntary basis on Current Reports on Form 8-K, the “Company SEC Documents” means ”). As of their respective furnishing or filing dates, the Company SEC Documents complied in all forms, reports, schedules, statements and other documentsmaterial respects with the requirements of the Securities Act of 1933, as supplemented amended (including the rules and amended since regulations promulgated thereunder, the time “Securities Act”), the Exchange Act, and the Sxxxxxxx-Xxxxx Act of filing through 2002 (including the date hereofrules and regulations promulgated thereunder, filed by each “SOX”) applicable to such Company SEC Documents, and none of the Company and its subsidiaries, as applicable, with the SEC under the Exchange Act or the Securities Act. The Company’s documents relating to the Offers (as the same may be amended as provided herein, the “Offer Documents”), when delivered to the Securityholders (and on the dates of delivery of any amended or superseding Offer Documents) (a) taken as a whole will not contain Documents contained any untrue statement of a material fact or omit omitted to state a material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading, and (b) will comply in all material respects with the applicable requirements . Each of the Exchange Act. The consolidated financial statements (including the related notes) of the Company included in the Company SEC Documents and to be included or incorporated by reference into the Offer Documents (A) complied at the time it was filed as to form in all material respects with the applicable accounting requirements and the published rules and regulations of the SEC with respect thereto in effect at the time of filing, (andB) was prepared in accordance with generally accepted accounting principles in the United States (“GAAP”) (except, in the case of registration unaudited statements, on as permitted by the dates rules and regulations of effectiveness and the dates of mailing, respectivelySEC) were prepared in accordance with United States generally accepted accounting principles applied on a consistent basis during the periods involved (except as may be indicated in the notes thereto or, in the case of unaudited statements, as permitted by Form 10-Q of the SEC), thereto) and (C) fairly present presented in all material respects (subject, in the case of unaudited statements, to normal, recurring audit adjustments) the consolidated financial position of the Company and its subsidiaries Subsidiaries as at of the dates thereof and the consolidated results of their operations and cash flows for the respective periods then endedindicated therein (subject, in the case of unaudited statements, to normal year-end audit adjustments). None of the Subsidiaries of the Company is, or has at any time been, subject to the reporting requirements of Sections 13(a) and 15(d) of the Exchange Act.

Company SEC Documents. Since December 31, 20042006, the Company and its subsidiaries, as applicable, have filed has filed: (i) with the SEC any required Company SEC Documents. “Company SEC Documents” means Commission all forms, reports, schedules, schedules and statements and other documents, as supplemented and amended since the time of filing through the date hereof, required to be filed by each of the Company and its subsidiaries, as applicable, with the SEC it under the Exchange Act or the Securities Act. The Company’s Act (all such documents relating filed on or prior to the Offers (as the same may be amended as provided hereindate of this Agreement, collectively, the “Offer Company SEC Documents”), when delivered ; and (ii) with the Canadian Securities Regulatory Authorities all documents and other information required to be filed by it in compliance with applicable Canadian Securities Laws (all such documents filed on or prior to the Securityholders date of this Agreement, collectively, the “Canadian Disclosure Documents”). Except as set forth on Schedule 3.3, the Company SEC Documents and the Canadian Disclosure Documents, including any audited or unaudited financial statements and any notes thereto or schedules included therein (and the “Company Financial Statements”), at the time filed (in the case of registration statements, solely on the dates of delivery of any amended or superseding Offer Documentseffectiveness) (aexcept to the extent corrected by a subsequently filed Company SEC Document filed prior to the date of this Agreement) taken as a whole will (i) did not contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading, and (bii) will comply complied in all material respects with the applicable requirements of the Exchange Act and the Securities Act. The consolidated financial statements , as the case may be, (iii) complied as to form in all material respects with applicable accounting requirements and with the published rules and regulations of the Company included in the Company SEC Documents and to be included or incorporated by reference into the Offer Documents at the time filed Commission with respect thereto, (and, in the case of registration statements, on the dates of effectiveness and the dates of mailing, respectivelyiv) were prepared in accordance with United States generally accepted accounting principles GAAP applied on a consistent basis during the periods involved (except as may be indicated in the notes thereto or, thereto) and (v) fairly present (subject in the case of unaudited statementsstatements to normal, as permitted by Form 10recurring and year-Q of the SEC), and fairly present end audit adjustments) in all material respects (subject, in the case of unaudited statements, to normal, recurring audit adjustments) the consolidated financial position and status of the business of the Company and its subsidiaries as at of the dates thereof and the consolidated results of their its operations and cash flows for the periods then ended. PriceWaterhouseCoopers, LLP is an independent registered public accounting firm with respect to the Company and has not resigned or been dismissed as independent registered public accountants of the Company as a result of or in connection with any disagreement with the Company on any matter of accounting principles or practices, financial statement disclosure or auditing scope or procedures.

Company SEC Documents. Since December 31(i) The Company has filed all reports, 2004schedules, the Company forms, statements and its subsidiaries, as applicable, have filed other documents (including exhibits and other information incorporated therein) with the SEC required to be filed by the Company since January 1, 2003 (such documents, together with any required documents filed during such period by the Company with the SEC Documents. on a voluntary basis on Current Reports on Form 8-K, the “Company SEC Documents” means ”). As of their respective filing dates, the Company SEC Documents complied in all formsmaterial respects with, reports, schedules, statements and other documents, as supplemented and amended since to the extent in effect at the time of filing through filing, the date hereofrequirements of the Securities Act of 1933, filed by each as amended (including the rules and regulations promulgated thereunder, the “Securities Act”), the Exchange Act and the Xxxxxxxx-Xxxxx Act of 2002 (including the rules and regulations promulgated thereunder, “SOX”) applicable to such Company SEC Documents, and none of the Company and its subsidiaries, as applicable, with the SEC under the Exchange Act or the Securities Act. The Company’s documents relating to the Offers (as the same may be amended as provided herein, the “Offer Documents”), when delivered to the Securityholders (and on the dates of delivery of any amended or superseding Offer Documents) (a) taken as a whole will not contain Documents contained any untrue statement of a material fact or omit omitted to state a material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading. Except to the extent that information contained in any Company SEC Document has been revised, and (b) will comply in all material respects with the applicable requirements amended, supplemented or superseded by a later-filed Company SEC Document, none of the Exchange ActCompany SEC Documents contains any untrue statement of a material fact or omits to state any material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading, which individually or in the aggregate would require an amendment, supplement or corrective filing to such Company SEC Documents. The consolidated Each of the financial statements (including the related notes) of the Company included in the Company SEC Documents and to be included or incorporated by reference into the Offer Documents complied at the time it was filed as to form in all material respects with the applicable accounting requirements and the published rules and regulations of the SEC with respect thereto in effect at the time of filing, had been prepared in accordance with generally accepted accounting principles in the United States (and“GAAP”) (except, in the case of registration unaudited statements, on as permitted by the dates rules and regulations of effectiveness and the dates of mailing, respectivelySEC) were prepared in accordance with United States generally accepted accounting principles applied on a consistent basis during the periods involved (except as may be indicated in the notes thereto or, in the case of unaudited statements, as permitted by Form 10-Q of the SEC), thereto) and fairly present presented in all material respects (subject, in the case of unaudited statements, to normal, recurring audit adjustments) the consolidated financial position of the Company and its subsidiaries consolidated Subsidiaries as at of the dates thereof and the consolidated results of their operations and cash flows for the periods then endedended (subject, in the case of unaudited statements, to normal year-end audit adjustments). Neither the Company nor any of its Subsidiaries has any liabilities or obligations of any nature (whether accrued, absolute, contingent or otherwise) which individually or in the aggregate have had or would reasonably be expected to have a Material Adverse Effect. None of the Subsidiaries of the Company are, or have at any time since January 1, 2003 been, subject to the reporting requirements of Section 13(a) or 15(d) of the Exchange Act.

Company SEC Documents. Since December 31January 2, 20042008, the Company and its subsidiaries, as applicable, have has filed timely with the SEC any required Company SEC Documents. “Company SEC Documents” means Commission all forms, registration statements, reports, schedules, schedules and statements and other documents, as supplemented and amended since the time of filing through the date hereof, required to be filed by each of the Company and its subsidiaries, as applicable, with the SEC it under the Exchange Act or the Securities Act. The Company’s Act (all such documents relating filed on or prior to the Offers (as the same may be amended as provided hereindate of this Agreement, collectively, the “Offer Company SEC Documents”). The Company SEC Documents, when delivered to including, without limitation, any audited or unaudited financial statements and any notes thereto or schedules included therein (the Securityholders “Company Financial Statements”), at the time filed (and in the case of registration statements, solely on the dates of delivery of any amended or superseding Offer Documentseffectiveness) (aexcept to the extent corrected by a subsequently filed the Company SEC Document filed prior to the date hereof) taken as a whole will (i) did not contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary in order to make the statements thereintherein (in the case of any prospectus, in light of the circumstances under which they were made, ) not misleading, and (bii) will comply complied as to form in all material respects with the applicable requirements of the Exchange Act and the Securities Act. The consolidated financial statements of the Company included in the Company SEC Documents and to be included or incorporated by reference into the Offer Documents at the time filed , as applicable, (and, iii) in the case of registration statementsthe Company Financial Statements, on complied as to form in all material respects with applicable accounting requirements and with the dates published rules and regulations of effectiveness and the dates Commission with respect thereto, (iv) in the case of mailingthe Company Financial Statements, respectively) were prepared in accordance with United States generally accepted accounting principles GAAP applied on a consistent basis during the periods involved (except as may be indicated in the notes thereto or, in the case of unaudited statements, as permitted by Form 10-Q of the SEC)Commission) and (v) in the case of the Company Financial Statements, and fairly present in all material respects (subject, subject in the case of unaudited statements, statements to normal, recurring and year-end audit adjustments) in all material respects the consolidated financial position of the Company and its subsidiaries Subsidiaries as at of the dates thereof and the consolidated results of their its operations and cash flows for the periods then ended. Xxxxxx & Xxxxxx, P.C. is an independent registered public accounting firm with respect to the Company and has not resigned or been dismissed as independent registered public accountants of the Company as a result of or in connection with any disagreement with the Company on a matter of accounting principles or practices, financial statement disclosure or auditing scope or procedure.

Company SEC Documents. Since December 31, 20042006, the Company and its subsidiaries, as applicable, have has filed with the SEC any required Company SEC Documents. “Company SEC Documents” means Commission all forms, reports, schedules, schedules and statements and other documents, as supplemented and amended since the time of filing through the date hereof, required to be filed by each of the Company and its subsidiaries, as applicable, with the SEC it under the Exchange Act or the Securities Act. The Company’s Act (all such documents relating filed on or prior to the Offers (as the same may be amended as provided hereindate of this Agreement, collectively, the “Offer Company SEC Documents”). Except as set forth on Schedule 3.3, when delivered to the Securityholders Company SEC Documents, including any audited or unaudited financial statements and any notes thereto or schedules included therein (and the “Company Financial Statements”), at the time filed (in the case of registration statements, solely on the dates of delivery of any amended or superseding Offer Documentseffectiveness) (aexcept to the extent corrected by a subsequently filed Company SEC Document filed prior to the date of this Agreement) taken as a whole will (i) did not contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading, and (bii) will comply complied in all material respects with the applicable requirements of the Exchange Act and the Securities Act. The consolidated financial statements , as the case may be, (iii) complied as to form in all material respects with applicable accounting requirements and with the published rules and regulations of the Company included in the Company SEC Documents and to be included or incorporated by reference into the Offer Documents at the time filed Commission with respect thereto, (and, in the case of registration statements, on the dates of effectiveness and the dates of mailing, respectivelyiv) were prepared in accordance with United States generally accepted accounting principles GAAP applied on a consistent basis during the periods involved (except as may be indicated in the notes thereto or, thereto) and (v) fairly present (subject in the case of unaudited statementsstatements to normal, as permitted by Form 10recurring and year-Q of the SEC), and fairly present end audit adjustments) in all material respects (subject, in the case of unaudited statements, to normal, recurring audit adjustments) the consolidated financial position and status of the business of the Company and its subsidiaries as at of the dates thereof and the consolidated results of their its operations and cash flows for the periods then ended. PriceWaterhouseCoopers, LLP is an independent registered public accounting firm with respect to the Company and has not resigned or been dismissed as independent registered public accountants of the Company as a result of or in connection with any disagreement with the Company on any matter of accounting principles or practices, financial statement disclosure or auditing scope or procedures.

Company SEC Documents. Since December 31(i) The Company has filed all reports, 2004schedules, the Company forms, statements and its subsidiaries, as applicable, have filed other documents (including exhibits and other information incorporated therein) with the SEC required to be filed by the Company since January 1, 2003 (such documents, together with any required documents filed during such period by the Company with the SEC Documents. on a voluntary basis on Current Reports on Form 8-K, the “Company SEC Documents” means all forms”). Except to the extent that information contained in any Company SEC Document has been revised, reportsamended, schedules, statements and other documentssupplemented or superseded by a later-filed Filed Company SEC Document, as supplemented and amended since of their respective filing dates, the Company SEC Documents complied in all material respects with, to the extent in effect at the time of filing through filing, the date hereofrequirements of the Securities Act of 1933, filed by each as amended (including the rules and regulations promulgated thereunder, the “Securities Act”), the Exchange Act and the Xxxxxxxx-Xxxxx Act of 2002 (including the rules and regulations promulgated thereunder, “SOX”) applicable to such Company SEC Documents, and none of the Company and its subsidiaries, as applicable, with the SEC under the Exchange Act or the Securities Act. The Company’s documents relating to the Offers (as the same may be amended as provided herein, the “Offer Documents”), when delivered to the Securityholders (and on the dates of delivery of any amended or superseding Offer Documents) (a) taken as a whole will not contain Documents contained any untrue statement of a material fact or omit omitted to state a material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading, and (b) will comply in all material respects with the applicable requirements . Each of the Exchange Act. The consolidated financial statements (including the related notes) of the Company included in the Company SEC Documents and to be included or incorporated by reference into the Offer Documents complied at the time it was filed as to form in all material respects with the applicable accounting requirements and the published rules and regulations of the SEC with respect thereto in effect at the time of filing, had been prepared in accordance with generally accepted accounting principles in the United States (“GAAP”) (except as otherwise footnoted therein and, in the case of registration unaudited statements, on as permitted by the dates rules and regulations of effectiveness and the dates of mailing, respectivelySEC) were prepared in accordance with United States generally accepted accounting principles applied on a consistent basis during the periods involved (except as may be indicated in the notes thereto or, in the case of unaudited statements, as permitted by Form 10-Q of the SEC), thereto) and fairly present presented in all material respects (subject, in the case of unaudited statements, to normal, recurring audit adjustments) the consolidated financial position of the Company and its subsidiaries consolidated Subsidiaries as at of the dates thereof and the consolidated results of their operations and cash flows for the periods then endedended (subject, in the case of unaudited statements, to normal year-end audit adjustments). Neither the Company nor any of its Subsidiaries has any liabilities or obligations of any nature (whether accrued, absolute, contingent or otherwise) other than (i)liabilities or obligations reflected in the Company’s financial statements included in the Filed Company SEC Documents (including the notes thereto), (ii) liabilities or obligations incurred in the ordinary course of business since Xxxxx 00, 0000, (xxx) liabilities or obligations of a nature and magnitude comparable to those not required to be reflected in the financial statements in the Filed Company SEC Documents under GAAP, or (iv) liabilities and obligations which, individually or in the aggregate, do not and would not reasonably be expected to have a Material Adverse Effect. None of the Subsidiaries of the Company are, or have at any time since January 1, 2003 been, subject to the reporting requirements of Section 13(a) or 15(d) of the Exchange Act. The Company is in compliance in all material respects with the applicable listing and corporate governance rules and regulations of the NYSE.

Company SEC Documents. Since December 31, 2004, the The Company and its subsidiaries, as applicable, have has timely filed with the SEC any required Company SEC Documents. “Company SEC Documents” means all forms, reports, --------------------- schedules, forms, statements and other documentsdocuments (including exhibits and other information incorporated therein) with the SEC required to be filed by the Company since January 1, 1999 (the "COMPANY SEC DOCUMENTS"). No --------------------- Company Subsidiary is required to file any form, report, registration statement, prospectus or other document with the SEC. As of their respective dates (and, if amended or superseded by a filing prior to the date of this Agreement or the Closing Date, then on the date of such filing), (i) the Company SEC Documents complied in all material respects with the requirements of the Securities Act of 1933, as supplemented amended, and amended since the time of filing through rules and regulations promulgated thereunder (the date hereof"SECURITIES ACT") or the -------------- Exchange Act, filed by each as the case may be, applicable to such Company SEC Documents, and none of the Company and its subsidiaries, as applicable, with the SEC under the Exchange Act or the Securities Act. The Company’s documents relating to the Offers (as the same may be amended as provided herein, the “Offer Documents”), when delivered to the Securityholders (and on the dates of delivery of any amended or superseding Offer Documents) (a) taken as a whole will not contain Documents contained any untrue statement of a material fact or omit omitted to state a material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading. The Company SEC Documents filed since December 31, and 2000, together with any public announcements in a news release issued by the Dow Xxxxx news service, PR Newswire or any equivalent service (bcollectively, a "DOW XXXXX --------- NEWS RELEASE") will comply in all material respects with made by the applicable requirements Company after the date hereof taken as a whole, ------------ as of the Exchange ActEffective Time will not contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances existing as of the Effective Time, not misleading. The consolidated financial statements (including the related notes) of the Company included in the Company SEC Documents and to be included or incorporated by reference into the Offer Documents at the time filed (and, in the case of registration statements, on the dates of effectiveness and the dates of mailing, respectively) were prepared in accordance with United States generally accepted accounting principles applied on a consistent basis during the periods involved (except as may be indicated in the notes thereto or, in the case of unaudited statementsDocuments, as permitted by Form 10-Q of the SEC)their respective dates, and fairly present complied in all material respects (subject, in the case of unaudited statements, to normal, recurring audit adjustments) the consolidated financial position of the Company and its subsidiaries as at the dates thereof and the consolidated results of their operations and cash flows for the periods then ended.with applicable accounting requirements

Company SEC Documents. Since December 31(i) The Company has filed with or furnished to the SEC, 2004on a timely basis, all reports, schedules, forms, statements and other documents (including exhibits and other information incorporated therein) required to be filed or furnished by the Company and its subsidiariessince January 1, as applicable2005 (such documents, have together with any documents filed during such period by the Company with the SEC any required Company SEC Documents. on a voluntary basis on Current Reports on Form 8-K, the “Company SEC Documents” means all forms”). As of their respective filing dates, reportsor, schedulesif revised, statements and other documentsamended, supplemented or superseded by a later-filed Company SEC Document filed prior to the date of this Agreement, as supplemented and amended since of the date of filing of the last such revision, amendment, supplement or superseding filing, the Company SEC Documents complied in all material respects with, to the extent in effect at the time of filing through filing, the date hereofrequirements of the Securities Act of 1933, filed by each as amended (including the rules and regulations promulgated thereunder, the “Securities Act”), the Exchange Act and the Xxxxxxxx-Xxxxx Act of 2002 (including the rules and regulations promulgated thereunder, “SOX”) applicable to such Company SEC Documents, and none of the Company and its subsidiaries, as applicable, with the SEC under the Exchange Act or the Securities Act. The Company’s documents relating to the Offers (as the same may be amended as provided herein, the “Offer Documents”), when delivered to the Securityholders (and on the dates of delivery of any amended or superseding Offer Documents) (a) taken as a whole will not contain Documents contained any untrue statement of a material fact or omit omitted to state a material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading, and (b) will comply in all material respects with the applicable requirements . None of the Exchange ActCompany SEC Documents (as revised, amended, supplemented or superseded by a later-filed Company SEC Document) contains any untrue statement of a material fact or omits to state any material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading, which individually or in the aggregate would require an amendment, supplement or corrective filing to such Company SEC Documents. The consolidated Each of the financial statements (including the related notes) of the Company included in the Company SEC Documents and to be included or incorporated by reference into the Offer Documents complied at the time it was filed as to form in all material respects with the applicable accounting requirements and the published rules and regulations of the SEC with respect thereto in effect at the time of filing, had been prepared in accordance with generally accepted accounting principles in the United States (“GAAP”) (except as otherwise noted therein and, in the case of registration unaudited statements, on as permitted by the dates rules and regulations of effectiveness and the dates of mailing, respectivelySEC) were prepared in accordance with United States generally accepted accounting principles applied on a consistent basis during the periods involved (except as may be indicated in the notes thereto or, in the case of unaudited statements, as permitted by Form 10-Q of the SEC), thereto) and fairly present presented in all material respects (subject, in the case of unaudited statements, to normal, recurring audit adjustments) the consolidated financial position of the Company and its consolidated subsidiaries as at of the dates thereof and the consolidated results of their operations and cash flows for the periods then endedended (subject, in the case of unaudited statements, to normal year-end audit adjustments). Neither the Company nor any of its subsidiaries has any liabilities or obligations of any nature (whether accrued, absolute, contingent or otherwise) other than (i) liabilities or obligations reflected or reserved against on the balance sheet of the Company and its subsidiaries as of December 31, 2007 included in the Filed Company SEC Documents (including the notes thereto), (ii) liabilities or obligations incurred after December 31, 2007 in the ordinary course of business or (iii) liabilities or obligations which, individually or in the aggregate, would not reasonably be expected to have a Material Adverse Effect. None of the subsidiaries of the Company are, or have at any time been, subject to the reporting requirements of Section 13(a) or 15(d) of the Exchange Act.

Company SEC Documents. Since December 31, 2004, Except as disclosed in the Company and its subsidiaries, as applicable, have filed with the SEC any required Company SEC Documents. “Company SEC Documents” means all , since January 1, 2017, the Company’s forms, registration statements, reports, schedules, schedules and statements and other documents, as supplemented and amended since the time of filing through the date hereof, required to be filed by each of the Company and its subsidiaries, as applicable, with the SEC it under the Exchange Act or the Securities ActAct (all such documents filed prior to the date hereof, collectively the “Company SEC Documents”) have been filed with the Commission on a timely basis (including applicable extensions). The Company’s documents relating to Company SEC Documents, at the Offers time filed (as or in the same may be amended as provided hereincase of registration statements, the “Offer Documents”), when delivered to the Securityholders (and solely on the dates of delivery of any amended or superseding Offer Documentseffectiveness) (except to the extent corrected by a subsequent Company SEC Document) (a) taken as a whole will did not contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were mademade in the case of any such documents other than a registration statement, not misleading, and (b) will comply complied as to form in all material respects with the applicable requirements of the Exchange Act and the Securities Act, as the case may be, and (c) complied as to form in all material respects with applicable accounting requirements and with the published rules and regulations of the Commission with respect thereto. The consolidated financial statements of the Company and other financial information included in the Company SEC Documents and to be included or incorporated by reference into the Offer Documents at the time filed (and, in the case of registration statements, on the dates of effectiveness and the dates of mailing, respectively) were prepared in accordance with United States generally accepted accounting principles GAAP applied on a consistent basis during the periods involved (except as may be indicated in the notes thereto or, in the case of unaudited statements, as permitted by Form 10-Q of the SECCommission), and fairly present in all material respects (subject, subject in the case of unaudited statements, statements to normal, normal and recurring and year-end audit adjustments) in all material respects the consolidated financial position of the Company and its subsidiaries consolidated Subsidiaries as at of the dates thereof and the consolidated results of their its operations and cash flows of the Rosehill Entities for the periods then ended. The independent auditor of the Company as of the date of the most recent audited balance sheet of the Company is an independent registered public accounting firm with respect to the Company and has not resigned or been dismissed as independent registered public accountants of the Company as a result of or in connection with any disagreement with the Company on any matter of accounting principles or practices, financial statement disclosure or auditing scope or procedures. Since the date of the most recent balance sheet of the Company audited by such auditor, (i) the interactive data in extensible Business Reporting Language included or incorporated by reference in the Company SEC Documents fairly presents the information called for in all material respects and has been prepared in accordance with the Commission’s rules and guidelines applicable thereto and (ii) based on an annual evaluation of disclosure controls and procedures, except as set forth in the Company SEC Documents, the Company is not aware of (x) any significant deficiency or material weakness in the design or operation of internal controls over financial reporting that are likely to adversely affect its ability to record, process, summarize and report financial data or (y) any fraud, whether or not material, that involves management or other employees who have a significant role in the internal controls over financial reporting of the Company.

Company SEC Documents. Since December 31, 2004, The Company has timely filed (giving effect to permissible extensions in accordance with Rule 12b-25 under the Company and its subsidiaries, as applicable, have filed Exchange Act) or furnished with the SEC any required Company SEC Documents. “Company SEC Documents” means Commission all forms, reports, schedules, forms, statements and other documents, as supplemented documents (including exhibits and amended since the time of filing through the date hereof, other information incorporated therein) that have been filed or were required to be filed or furnished by each of the Company and its subsidiaries, as applicable, with the SEC it under the Exchange Act or the Securities Act. The Company’s Act since December 31, 2020 (all such documents relating to the Offers (as the same may be amended as provided hereincollectively, the “Offer Company SEC Documents”). The Company SEC Documents, when delivered including any audited or unaudited financial statements and any notes thereto or schedules included therein (the “Company Financial Statements”), at the time filed or furnished (except to the Securityholders (and on extent corrected by a subsequently filed Company SEC Document filed prior to the dates date of delivery of any amended or superseding Offer Documentsthis Agreement) (ai) taken as a whole will did not contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading, and (bii) will comply complied in all material respects with the applicable requirements of the Exchange Act and the Securities Act. The consolidated financial statements , as the case may be, (iii) complied as to form in all material respects with applicable accounting requirements and with the published rules and regulations of the Company included in the Company SEC Documents and to be included or incorporated by reference into the Offer Documents at the time filed Commission with respect thereto, (and, in the case of registration statements, on the dates of effectiveness and the dates of mailing, respectivelyiv) were prepared in accordance conformity with United States generally accepted accounting principles GAAP applied on a consistent basis during the periods involved (except as may be indicated in the notes thereto or, in the case of unaudited statements, as permitted by Form 10-Q of the SEC), Commission) and (v) fairly present in all material respects (subject, subject in the case of unaudited statements, statements to normal, recurring and year-end audit adjustments) in all material respects the consolidated financial position of the business of the Company and its subsidiaries as at of the dates thereof and the consolidated results of their its operations and cash flows for the periods then ended. KPMG LLP is an independent registered public accounting firm with respect to the Company and has not resigned or been dismissed as independent registered public accountants of the Company as a result of or in connection with any disagreement with the Company on any matter of accounting principles or practices, financial statement disclosure or auditing scope or procedures.

Company SEC Documents. Since December 31, 20042021, the Company and its subsidiarieshas filed or furnished, as applicable, on a timely basis all material Company SEC Documents that have been required to be filed or furnished by it pursuant to applicable Laws prior to the date of this Agreement. Each Company SEC Document complied, as of its filing or furnishing date (or, if amended or superseded by a filing or furnishing prior to the date of this Agreement, on the date of such amended or superseding filing or furnishing), in all material respects with the SEC any required Company SEC Documents. “Company SEC Documents” means all forms, reports, schedules, statements and other documents, as supplemented and amended since the time of filing through the date hereof, filed by each applicable requirements of the Company and its subsidiariesSecurities Act, as applicable, with the SEC under the Exchange Act and the Xxxxxxxx-Xxxxx Act, as the case may be, each as in effect on the date that such Company SEC Document was filed or the Securities Act. The Company’s documents relating furnished (or, if amended or superseded by a filing or furnishing prior to the Offers date of this Agreement, on the date of such amended or superseded filing or furnishing). As of its filing or furnishing date (as the same may be or, if amended as provided herein, the “Offer Documents”), when delivered or superseded by a filing or furnishing prior to the Securityholders (and date of this Agreement, on the dates date of delivery of any such amended or superseding Offer Documents) (a) taken filing or furnishing), and, in the case of a registration statement or amendment thereto, as a whole will of the date such registration statement or amendment became effective, each Company SEC Document did not contain any untrue statement of a material fact or omit to state a any material fact required to be stated therein or necessary in order to make the statements made therein, in the light of the circumstances under which they were made, not misleading, and (b) will comply in all material respects with the applicable requirements of the Exchange Act. The consolidated financial statements No Subsidiary of the Company included in is required to file any forms, reports, schedules, prospectuses, registration statements or documents with the SEC. There are no outstanding unresolved comments with respect to the Company or the Company SEC Documents and to be included noted in comment letters or incorporated other correspondence received by reference into the Offer Documents at Company or its attorneys from the time filed (and, in SEC. To the case of registration statements, on the dates of effectiveness and the dates of mailing, respectively) were prepared in accordance with United States generally accepted accounting principles applied on a consistent basis during the periods involved (except as may be indicated in the notes thereto or, in the case of unaudited statements, as permitted by Form 10-Q Knowledge of the SEC)Company, and fairly present in all material respects there are no pending (subject, in the case of unaudited statements, to normal, recurring audit adjustmentsi) the consolidated financial position formal or informal investigations of the Company and its subsidiaries as at by the dates thereof and SEC or (ii) inspections of an audit of the consolidated results of their operations and cash flows for Company’s financial statements by the periods then endedPublic Company Accounting Oversight Board.

Company SEC Documents. Since December 31, 20042007, the Company and its subsidiaries, as applicable, have filed has filed: (i) with the SEC any required Company SEC Documents. “Company SEC Documents” means Commission all forms, reports, schedules, schedules and statements and other documents, as supplemented and amended since the time of filing through the date hereof, required to be filed by each of the Company and its subsidiaries, as applicable, with the SEC it under the Exchange Act or the Securities Act. The Company’s Act (all such documents relating filed on or prior to the Offers (as the same may be amended as provided hereindate of this Agreement, collectively, the “Offer Company SEC Documents”), when delivered ; and (ii) with the Canadian Securities Regulatory Authorities all documents and other information required to be filed by it in compliance with applicable Canadian Securities Laws (all such documents filed on or prior to the Securityholders date of this Agreement, collectively, the “Canadian Disclosure Documents”). Except as set forth on Schedule 3.3, the Company SEC Documents and the Canadian Disclosure Documents, including any audited or unaudited financial statements and any notes thereto or schedules included therein (and the “Company Financial Statements”), at the time filed (in the case of registration statements, solely on the dates of delivery of any amended or superseding Offer Documentseffectiveness) (aexcept to the extent corrected by a subsequently filed Company SEC Document filed prior to the date of this Agreement) taken as a whole will (i) did not contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading, and (bii) will comply complied in all material respects with the applicable requirements of the Exchange Act and the Securities Act. The consolidated financial statements , as the case may be, (iii) complied as to form in all material respects with applicable accounting requirements and with the published rules and regulations of the Company included in the Company SEC Documents and to be included or incorporated by reference into the Offer Documents at the time filed Commission with respect thereto, (and, in the case of registration statements, on the dates of effectiveness and the dates of mailing, respectivelyiv) were prepared in accordance with United States generally accepted accounting principles GAAP applied on a consistent basis during the periods involved (except as may be indicated in the notes thereto or, thereto) and (v) fairly present (subject in the case of unaudited statementsstatements to normal, as permitted by Form 10recurring and year-Q of the SEC), and fairly present end audit adjustments) in all material respects (subject, in the case of unaudited statements, to normal, recurring audit adjustments) the consolidated financial position and status of the business of the Company and its subsidiaries as at of the dates thereof and the consolidated results of their its operations and cash flows for the periods then ended. PriceWaterhouseCoopers, LLP is an independent registered public accounting firm with respect to the Company and has not resigned or been dismissed as independent registered public accountants of the Company as a result of or in connection with any disagreement with the Company on any matter of accounting principles or practices, financial statement disclosure or auditing scope or procedures.

Company SEC Documents. Since December 31, 2004, the The Company and its subsidiaries, as applicable, have has timely filed with the SEC any required all Company SEC Documents. As of their respective filing dates, the Company SEC Documents complied in all material respects with, to the extent in effect at the time of filing, the requirements of the Securities Act, the Exchange Act and the Sarbanes Oxley Act of 2002 (the “Xxxxxxxx-Xxxxx Act”) (including the rules and regulations promulgated thereunder) applicable to such Company SEC Documents” means all forms. Except to the extent that information contained in any Company SEC Document has been revised, reportsamended, schedules, statements and other documentssupplemented or superseded by a later‑filed Company SEC Document that has been filed prior to the date of this Agreement, as supplemented and amended since the time of their respective filing through the date hereofdates, filed by each none of the Company and its subsidiaries, as applicable, with the SEC under the Exchange Act or the Securities Act. The Company’s documents relating to the Offers (as the same may be amended as provided herein, the “Offer Documents”), when delivered to the Securityholders (and on the dates of delivery of any amended or superseding Offer Documents) (a) taken as a whole will not contain Documents contains any untrue statement of a material fact or omit omits to state a 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 were made, not misleading, and (b) will comply which individually or in all material respects with the applicable requirements aggregate would require an amendment, supplement or correction to such Company SEC Documents. Each of the Exchange Act. The consolidated financial statements (including the related notes) of the Company included in the Company SEC Documents and to be included or incorporated by reference into the Offer Documents complied at the time it was filed as to form in all material respects with the applicable accounting requirements and the published rules and regulations of the SEC with respect thereto in effect at the time of such filing, had been prepared in accordance with U.S. GAAP (andexcept, in the case of registration unaudited statements, on as permitted by the dates rules and regulations of effectiveness and the dates of mailing, respectivelySEC) were prepared in accordance with United States generally accepted accounting principles applied on a consistent basis during the periods involved (except as may be indicated in the notes thereto or, in the case of unaudited statements, as permitted by Form 10-Q of the SEC), thereto) and fairly present presented in all material respects (subject, in the case of unaudited statements, to normal, recurring audit adjustments) the consolidated financial position of the Company and its subsidiaries consolidated Subsidiaries as at of the dates thereof and the consolidated results of their operations and cash flows for the periods then endedended (subject, in the case of unaudited statements, to normal year‑end audit adjustments). None of the Subsidiaries of the Company are, or have at any time since January 1, 2014 been, subject to the reporting requirements of Section 13(a) or 15(d) of the Exchange Act.

Company SEC Documents. Since December 31, 2004, The Company has timely filed (giving effect to permissible extensions in accordance with Rule 12b-25 under the Company and its subsidiaries, as applicable, have filed Exchange Act) or furnished with the SEC any required Company SEC Documents. “Company SEC Documents” means Commission all forms, reports, schedules, forms, statements and other documents, as supplemented documents (including exhibits and amended since the time of filing through the date hereof, other information incorporated therein) that have been filed or were required to be filed or furnished by each of the Company and its subsidiaries, as applicable, with the SEC it under the Exchange Act or the Securities Act. The Company’s Act since January 1, 2015 (all such documents relating to the Offers (as the same may be amended as provided hereincollectively, the “Offer Company SEC Documents”). The Company SEC Documents, when delivered including any audited or unaudited financial statements and any notes thereto or schedules included therein (the “Company Financial Statements”), at the time filed or furnished (except to the Securityholders (and on extent corrected by a subsequently filed Company SEC Document filed prior to the dates date of delivery of any amended or superseding Offer Documentsthis Agreement) (ai) taken as a whole will did not contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading, and (bii) will comply complied in all material respects with the applicable requirements of the Exchange Act and the Securities Act. The consolidated financial statements , as the case may be, (iii) complied as to form in all material respects with applicable accounting requirements and with the published rules and regulations of the Company included in the Company SEC Documents and to be included or incorporated by reference into the Offer Documents at the time filed Commission with respect thereto, (and, in the case of registration statements, on the dates of effectiveness and the dates of mailing, respectivelyiv) were prepared in accordance conformity with United States generally accepted accounting principles GAAP applied on a consistent basis during the periods involved (except as may be indicated in the notes thereto or, in the case of unaudited statements, as permitted by Form 10-Q of the SEC), Commission) and (v) fairly present in all material respects (subject, subject in the case of unaudited statements, statements to normal, recurring and year-end audit adjustments) in all material respects the consolidated financial position of the business of the Company and its subsidiaries as at of the dates thereof and the consolidated results of their its operations and cash flows for the periods then ended. Deloitte & Touche LLP is an independent registered public accounting firm with respect to the Company and has not resigned or been dismissed as independent registered public accountants of the Company as a result of or in connection with any disagreement with the Company on any matter of accounting principles or practices, financial statement disclosure or auditing scope or procedures.

Company SEC Documents. Since December 31(i) The Company has furnished or filed all reports, 2004schedules, the Company forms, statements and its subsidiaries, as applicable, have filed other documents (including exhibits and other information incorporated therein) with the SEC required to be furnished or filed by the Company since September 30, 2008 (such documents, together with any required Table of Contents documents furnished or filed during such period by the Company with the SEC Documents. on a voluntary basis on Current Reports on Form 8-K, the “Company SEC Documents” means ”). As of their respective furnishing or filing dates, the Company SEC Documents complied in all forms, reports, schedules, statements and other documentsmaterial respects with the requirements of the Securities Act of 1933, as supplemented amended (including the rules and amended since regulations promulgated thereunder, the time “Securities Act”), the Exchange Act, and the Xxxxxxxx-Xxxxx Act of filing through 2002 (including the date hereofrules and regulations promulgated thereunder, filed by each “SOX”) applicable to such Company SEC Documents, and none of the Company and its subsidiaries, as applicable, with the SEC under the Exchange Act or the Securities Act. The Company’s documents relating to the Offers (as the same may be amended as provided herein, the “Offer Documents”), when delivered to the Securityholders (and on the dates of delivery of any amended or superseding Offer Documents) (a) taken as a whole will not contain Documents contained any untrue statement of a material fact or omit omitted to state a material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading, and (b) will comply in all material respects with the applicable requirements . Each of the Exchange Act. The consolidated financial statements (including the related notes) of the Company included in the Company SEC Documents and to be included or incorporated by reference into the Offer Documents (A) complied at the time it was filed as to form in all material respects with the applicable accounting requirements and the published rules and regulations of the SEC with respect thereto in effect at the time of filing, (andB) was prepared in accordance with generally accepted accounting principles in the United States (“GAAP”) (except, in the case of registration unaudited statements, on as permitted by the dates rules and regulations of effectiveness and the dates of mailing, respectivelySEC) were prepared in accordance with United States generally accepted accounting principles applied on a consistent basis during the periods involved (except as may be indicated in the notes thereto or, in the case of unaudited statements, as permitted by Form 10-Q of the SEC), thereto) and (C) fairly present presented in all material respects (subject, in the case of unaudited statements, to normal, recurring audit adjustments) the consolidated financial position of the Company and its subsidiaries Subsidiaries as at of the dates thereof and the consolidated results of their operations and cash flows for the respective periods then endedindicated therein (subject, in the case of unaudited statements, to normal year-end audit adjustments). None of the Subsidiaries of the Company is, or has at any time been, subject to the reporting requirements of Sections 13(a) and 15(d) of the Exchange Act.

Company SEC Documents. Since December 31, 2004, the The Company and its subsidiaries, as applicable, have has filed with the SEC any required Company SEC Documents. “Company SEC Documents” means Commission all forms, reports, schedules, statements and other documents required to be filed by it since January 1, 2000 under the Exchange Act or the Securities Act (such documents, as supplemented and amended since the time of filing through filing, collectively, the date hereof"Company SEC Documents"). The Company SEC Documents, filed by each of including any financial statements or schedules included in the Company SEC Documents, at the time filed (and, in the case of registration statements and its subsidiariesproxy statements, as applicable, with the SEC under the Exchange Act or the Securities Act. The Company’s documents relating to the Offers (as the same may be amended as provided herein, the “Offer Documents”), when delivered to the Securityholders (and on the dates of delivery effectiveness and the dates of mailing, respectively and, in the case of any Company SEC Document amended or superseded by a filing prior to the date of this Agreement, then on the date of such amending or superseding Offer Documentsfiling) (a) taken as a whole will did not contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading, and (b) will comply complied in all material respects with the applicable requirements of the Exchange Act and the Securities Act, as the case may be. The consolidated financial statements of the Company included in the Company SEC Documents and to be included or incorporated by reference into the Offer Documents at the time filed (and, in the case of registration statements and proxy statements, on the dates of effectiveness and the dates of mailing, respectivelyrespectively and, in the case of any the Company SEC Document amended or superseded by a filing prior to the date of this Agreement, then on the date of such amending or superseding filing) complied as to form in all material respects with applicable accounting requirements and with the published rules and regulations of the Commission with respect thereto, were prepared in accordance with United States generally accepted accounting principles GAAP applied on a consistent basis during the periods involved (except as may be indicated in the notes thereto or, in the case of unaudited statements, as permitted by Form 10-Q of the SECCommission), and fairly present in all material respects (subject, in the case of unaudited statements, to normal, recurring audit adjustments) the consolidated financial position of the Company and its subsidiaries consolidated Subsidiaries as at the dates thereof and the consolidated results of their operations and cash flows for the periods then ended. None of the Company's Subsidiaries is subject to the periodic reporting requirements of the Exchange Act or required to file any form, report or other document with the Commission, the Nasdaq, any stock exchange or any other comparable Governmental Authority.

Company SEC Documents. Since December 31, 2004, the The Company and its subsidiaries, as applicable, have has timely filed with the SEC any required Company SEC Documents. “Company SEC Documents” means --------------------- Commission all forms, reports, schedules, statements and other documents required to be filed by it since December 31, 1998 under the Securities Exchange Act of 1934, as amended (together with the rules and regulations thereunder, the "Exchange Act") or the Securities Act (such documents, as ------------ supplemented and amended since the time of filing through filing, collectively, the date hereof, filed by each of the "Company and its subsidiaries, as applicable, with the ------- SEC under the Exchange Act or the Securities ActDocuments"). The Company’s documents relating to Company SEC Documents, including, without limitation, ------------- any financial statements or schedules included or incorporated by reference therein, at the Offers time filed (as and, in the same may be amended as provided hereincase of registration statements and proxy statements, the “Offer Documents”), when delivered to the Securityholders (and on the dates of delivery effectiveness and the dates of any amended or superseding Offer Documentsmailing, respectively) (a) taken as a whole will did not contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary in order to make the statements thereintherein (and, in the case of any prospectus, in light of the circumstances under which they were made), not misleading, and (b) will comply complied in all material respects with the applicable requirements of the Exchange Act and the Securities Act, as the case may be. The consolidated financial statements of the Company included in the Company SEC Documents and to be included or incorporated by reference into the Offer Documents at the time filed (and, in the case of registration statements and proxy statements, on the dates of effectiveness and the dates of mailing, respectively) complied as to form in all material respects with applicable accounting requirements and with the published rules and regulations of the Commission with respect thereto, were prepared in accordance with United States generally accepted accounting principles applied on a consistent basis during the periods involved (except as may be indicated in the notes thereto or, in the case of unaudited statements, as permitted by Form 10-Q of the SECCommission), and fairly present in all material respects presented (subject, in the case of the unaudited interim financial statements, to normal, recurring year-end audit adjustments) adjustments consistent with past practice), in all material respects, the consolidated financial position of the Company and its consolidated subsidiaries as at the dates thereof and the consolidated results of their operations and cash flows for the periods then ended. No subsidiary of the Company is subject to the periodic reporting requirements of the Exchange Act or required to file any form, report or other document with the Commission, the Nasdaq Stock Market, Inc., any stock exchange or any other comparable Governmental Authority.

Company SEC Documents. Since December 31, 2004, the The Company and its subsidiaries, as applicable, have has timely filed with the SEC any required all Company SEC Documents. As of their respective filing dates, the Company SEC Documents complied in all material respects with, to the extent in effect at the time of filing, the requirements of the Securities Act, the Exchange Act and the Sarbanes Oxley Act of 2002 (the “Xxxxxxxx-Xxxxx Act”) (including the rules and regulations promulgated thereunder) applicable to such Company SEC Documents” means all forms. Except to the extent that information contained in any Company SEC Document has been revised, reportsamended, schedules, statements and other documentssupplemented or superseded by a later-filed Company SEC Document that has been filed prior to the date of this Agreement, as supplemented and amended since the time of their respective filing through the date hereofdates, filed by each none of the Company and its subsidiaries, as applicable, with the SEC under the Exchange Act or the Securities Act. The Company’s documents relating to the Offers (as the same may be amended as provided herein, the “Offer Documents”), when delivered to the Securityholders (and on the dates of delivery of any amended or superseding Offer Documents) (a) taken as a whole will not contain Documents contains any untrue statement of a material fact or omit omits to state a 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 were made, not misleading, and (b) will comply which individually or in all material respects with the applicable requirements aggregate would require an amendment, supplement or correction to such Company SEC Documents. Each of the Exchange Act. The consolidated financial statements (including the related notes) of the Company included in the Company SEC Documents and to be included or incorporated by reference into the Offer Documents complied at the time it was filed as to form in all material respects with the applicable accounting requirements and the published rules and regulations of the SEC with respect thereto in effect at the time of such filing, had been prepared in accordance with U.S. GAAP (andexcept, in the case of registration unaudited statements, on as permitted by the dates rules and regulations of effectiveness and the dates of mailing, respectivelySEC) were prepared in accordance with United States generally accepted accounting principles applied on a consistent basis during the periods involved (except as may be indicated in the notes thereto or, in the case of unaudited statements, as permitted by Form 10-Q of the SEC), thereto) and fairly present presented in all material respects (subject, in the case of unaudited statements, to normal, recurring audit adjustments) the consolidated financial position of the Company and its subsidiaries consolidated Subsidiaries as at of the dates thereof and the consolidated results of their operations and cash flows for the periods then endedended (subject, in the case of unaudited statements, to normal year-end audit adjustments). None of the Subsidiaries of the Company are, or have at any time since January 1, 2014 been, subject to the reporting requirements of Section 13(a) or 15(d) of the Exchange Act.

Company SEC Documents. Since December 31(i) The Company has timely filed all reports, 2004schedules, forms, statements and other documents (including exhibits and other information incorporated therein) with the Securities and Exchange Commission (the “SEC”) required to be filed or furnished by the Company under the Exchange Act since October 6, 2009 (such documents, together with any documents filed or furnished during such period by the Company to the SEC on a voluntary basis on Current Reports on Form 8-K, the Company and its subsidiaries, as applicable, have filed with the SEC any required Company SEC Documents. “Company SEC Documents” means all forms, reports, schedules, statements and other documents”). Each of the Company SEC Documents, as supplemented and amended since of the time of its filing through or, if applicable, as of the date hereoftime of its most recent amendment, filed by each complied in all material respects with, to the extent in effect at the time of such filing, the requirements of the Securities Act and the Exchange Act applicable to such Company SEC Document, and none of the Company and its subsidiariesSEC Documents when filed or, if amended, as applicableof the date of such most recent amendment, with the SEC under the Exchange Act or the Securities Act. The Company’s documents relating to the Offers (as the same may be amended as provided herein, the “Offer Documents”), when delivered to the Securityholders (and on the dates of delivery of any amended or superseding Offer Documents) (a) taken as a whole will not contain contained any untrue statement of a material fact or omit omitted to state a material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading, and (b) will comply in all material respects with the applicable requirements . Each of the Exchange Act. The consolidated financial statements (including the related notes) of the Company included in the Company SEC Documents and to be included (or incorporated therein by reference into the Offer Documents reference) complied at the time it was filed or, if amended, as of the date of such most recent amendment, as to form in all material respects with the applicable accounting requirements and the published rules and regulations of the SEC with respect thereto in effect at the time of such filing or amendment, had been prepared in accordance with generally accepted accounting principles in the United States (and“GAAP”) (except, in the case of registration unaudited statements, on as permitted by the dates rules and regulations of effectiveness and the dates of mailing, respectivelySEC) were prepared in accordance with United States generally accepted accounting principles applied on a consistent basis during the periods involved (except as may be indicated in the notes thereto or, in the case of unaudited statements, as permitted by Form 10-Q of the SEC), thereto) and fairly present presented in all material respects (subject, in the case of unaudited statements, to normal, recurring audit adjustments) the consolidated financial position of the Company and its subsidiaries consolidated Subsidiaries as at of the dates thereof and the consolidated results of their operations and cash flows for the periods then endedended (subject, in the case of unaudited statements, to normal recurring year-end audit adjustments). Except as disclosed, reflected or reserved against in the most recent audited balance sheet of the Company included in Company SEC Documents filed prior to the date of this Agreement (the “Filed Company SEC Documents”, and such balance sheet referred to above, including the notes thereto, the “Company Balance Sheet”), neither the Company nor any of its Subsidiaries has any material liabilities or material obligations of any nature (whether absolute, accrued, known or unknown, contingent or otherwise) other than (A) liabilities or obligations incurred since December 31, 2009 in the ordinary course of business, (B) liabilities or obligations that would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect, (C) liabilities or obligations incurred pursuant to Contracts entered into after the date hereof not in violation of this Agreement and (D) liabilities or obligations incurred as contemplated or permitted by, or pursuant to, this Agreement or the Parent Voting Agreements or incurred with Parent’s prior written consent. Neither the Company nor any of its Subsidiaries is a party to, or has any commitment to become a party to, any joint venture, off-balance sheet partnership or any similar Contract or arrangement (including any Contract or arrangement relating to any transaction or relationship between or among the Company and any of its Subsidiaries, on the one hand, and any unconsolidated Affiliate, including any structured finance, special purpose or limited purpose entity or Person, on the other hand, or any “off-balance sheet arrangement” (as defined in Item 303(a) of Regulation S-K of the SEC)), where the result, purpose or intended effect of such Contract or arrangement is to avoid disclosure of any material transaction involving, or material liabilities of, the Company or any of its Subsidiaries in the Company’s consolidated financial statements or other Company SEC Documents. None of the Subsidiaries of the Company are, or have at any time since October 6, 2009 been, subject to the reporting requirements of Section 13(a) or 15(d) of the Exchange Act.

Company SEC Documents. Since December 31, 2004, the (i) The Company and its subsidiarieshas filed or furnished, as applicable, have filed all reports, schedules, forms, statements and other documents (including exhibits and other information incorporated therein) with the SEC required to be filed or furnished, as applicable, by the Company since and including September 30, 2007, under the Securities Act, the Exchange Act and the Xxxxxxxx-Xxxxx Act of 2002 (including the rules and regulations promulgated thereunder, “SOX”) (such documents, together with any required documents and information incorporated therein by reference and together with any documents filed during such period by the Company with the SEC on a voluntary basis on Current Reports on Form 8-K, the “Company SEC Documents”). The Company has not received any written notice from the SEC that any of the Company SEC Documents is the subject of any ongoing review by the SEC or outstanding SEC investigation, and as of the date hereof, there are no material outstanding or unresolved comments in comment letters from the SEC staff with respect to any of the Company SEC Documents. “The Company SEC Documents” means has made available to Parent correct and complete copies of all formsmaterial correspondence between the SEC, reportson the one hand, schedulesand the Company and any of its Subsidiaries, statements on the other hand, occurring since September 30, 2007 and other documents, as supplemented and amended since the time of filing through prior to the date hereof, filed by each . The Company has not received any written advice or written notification from its independent certified public accountants that it has used any improper accounting practice that would have the effect of not reflecting or incorrectly reflecting in the financial statements or in the books and records of the Company and its subsidiariesSubsidiaries, as applicableany properties, with the SEC under the Exchange Act assets, liabilities, revenues or the Securities Actexpenses in any material respect. The Company’s documents relating to the Offers (as the same may be amended as provided herein, the “Offer Documents”), when delivered to the Securityholders (and on the dates of delivery of any amended or superseding Offer Documents) (a) taken as a whole will not contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary in order to make the statements therein, in light Each of the circumstances under which they were made, not misleading, and (b) will comply in all material respects with the applicable requirements of the Exchange Act. The consolidated financial statements (including the related notes) of the Company included in the Company SEC Documents and to be included or incorporated by reference into the Offer Documents complied at the time it was filed as to form in all material respects with the applicable accounting requirements and the published rules and regulations of the SEC with respect thereto in effect at the time of filing, has been prepared in accordance with generally accepted accounting principles in the United States (and“GAAP”) (except, in the case of registration unaudited statements, on as permitted by the dates rules and regulations of effectiveness and the dates of mailing, respectivelySEC) were prepared in accordance with United States generally accepted accounting principles applied on a consistent basis during the periods involved (except as may be indicated in the notes thereto or, in the case of unaudited statements, as permitted by Form 10-Q of the SEC), thereto) and fairly present presented in all material respects (subject, in the case of unaudited statements, to normal, recurring audit adjustments) the consolidated financial position of the Company and its subsidiaries consolidated Subsidiaries as at of the dates thereof and the consolidated results of their operations and cash flows for the periods then endedended (subject, in the case of unaudited statements, to normal year-end audit adjustments).

Company SEC Documents. Since December 31(i) The Company has filed all reports, 2004schedules, the Company forms, statements and its subsidiaries, as applicable, have filed other documents (including exhibits and other information incorporated therein) with the SEC required to be filed by the Company since January 1, 2004 (such documents, together with any required documents filed during such period by the Company with the SEC Documents. on a voluntary basis on Current Reports on Form 8-K, the “Company SEC Documents” means ”). As of their respective filing dates, the Company SEC Documents complied in all formsmaterial respects, reports, schedules, statements and other documents, as supplemented and amended since to the extent in effect at the time of filing through filing, with the date hereofrequirements of the Securities Act of 1933, filed by each as amended (including the rules and regulations promulgated thereunder, the “Securities Act”), the Exchange Act, and the Sxxxxxxx-Xxxxx Act of 2002 (including the rules and regulations promulgated thereunder, “SOX”) applicable to such Company SEC Documents, and none of the Company and its subsidiaries, as applicable, with the SEC under the Exchange Act or the Securities Act. The Company’s documents relating to the Offers (as the same may be amended as provided herein, the “Offer Documents”), when delivered to the Securityholders (and on the dates of delivery of any amended or superseding Offer Documents) (a) taken as a whole will not contain Documents contained any untrue statement of a material fact or omit omitted to state a material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading. Except to the extent that information contained in any Company SEC Document has been revised, and (b) will comply in all material respects with the applicable requirements amended, supplemented or superseded by a later-filed Company SEC Document, none of the Exchange ActCompany SEC Documents contains any untrue statement of a material fact or omits to state any material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading which individually or in the aggregate would require an amendment, supplement or corrective filing to any such Company SEC Document. The consolidated Each of the financial statements (including the related notes) of the Company included in the Company SEC Documents and to be included or incorporated by reference into the Offer Documents complied at the time it was filed as to form in all material respects with the applicable accounting requirements and the published rules and regulations of the SEC with respect thereto in effect at the time of filing, has been prepared in accordance with generally accepted accounting principles in the United States (and“GAAP”) (except, in the case of registration unaudited statements, on as permitted by the dates rules and regulations of effectiveness and the dates of mailing, respectivelySEC) were prepared in accordance with United States generally accepted accounting principles applied on a consistent basis during the periods involved (except as may be indicated in the notes thereto or, in the case of unaudited statements, as permitted by Form 10-Q of the SEC), thereto) and fairly present presented in all material respects (subject, in the case of unaudited statements, to normal, recurring audit adjustments) the consolidated financial position of the Company and its subsidiaries consolidated Subsidiaries as at of the dates thereof and the consolidated results of their operations and cash flows for the periods then endedended (subject, in the case of unaudited statements, to normal year-end audit adjustments). Except as disclosed in the Company SEC Documents filed by the Company and publicly available prior to the date of this Agreement (the “Filed Company SEC Documents”), neither the Company nor any of its Subsidiaries has any liabilities or obligations of any nature (whether accrued, absolute, contingent or otherwise) which individually or in the aggregate have had or would reasonably be expected to have a Material Adverse Effect. None of the Subsidiaries of the Company are, or have at any time since January 1, 2002, been subject to the reporting requirements of Sections 13(a) and 15(d) of the Exchange Act.