Common use of Company SEC Documents Clause in Contracts

Company SEC Documents. Company has timely filed with the Commission all forms, registrations and proxy statements, reports, schedules and statements required to be filed by it since December 31, 1996 under the Exchange Act or the Securities Act (all documents filed since such date, collectively "Company SEC Documents"). The Company SEC Documents, including, without limitation, any financial statements or schedules included therein, at the time filed (in the case of registration statements and proxy statements, solely on the dates of effectiveness and the dates of mailing, respectively) (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 (ii) complied in all material respects with the applicable requirements of the Exchange Act and the Securities Act, as the case may be. The financial statements of Company included in the Company SEC Documents at the time filed (and, in the case of registration statements and proxy statements, on the date of effectiveness and the date 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 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 Commission), and fairly present (subject in the case of unaudited statements to normal, recurring and year-end audit adjustments) in all material respects the consolidated financial position of Company as at the dates thereof and the consolidated results of its operations and cash flows for the periods then ended.

Company SEC Documents. The Company has timely filed or furnished with the Commission SEC all reports, schedules, forms, registrations statements and proxy statements, reports, schedules and statements other documents (including exhibits) required to be filed or furnished by it since December 31, 1996 under the Exchange Act or the Securities Act since the filing of the Company’s Annual Report on Form 10-K for the fiscal year ended December 31, 2015 (all such documents filed since such datecollectively, collectively "the “Company SEC Documents"”). The Company SEC Documents, including, without limitation, including any audited or unaudited financial statements and any notes thereto or schedules included thereintherein (the “Company Financial Statements”), at the time filed (in the case of registration statements and proxy statements, solely on the dates of effectiveness and the dates of mailing, respectively) or furnished (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 (ii) complied in all material respects with the applicable requirements of the Exchange Act and the Securities Act, as the case may be. The financial statements of Company included in the Company SEC Documents at the time filed , (and, in the case of registration statements and proxy statements, on the date of effectiveness and the date of mailing, respectivelyiii) complied as to form in all material respects with applicable accounting requirements and with the published rules and regulations of the Commission SEC with respect thereto, (iv) were prepared in accordance with 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 Commission), SEC) and (v) fairly present (subject in the case of unaudited statements to normal, recurring and year-end audit adjustments) in all material respects the consolidated financial position of the business of Company as at of the dates thereof and the consolidated results of its operations and cash flows for the periods then ended. The pro forma financial information and the related notes thereto included in the Company SEC Documents have been prepared in accordance with the applicable requirements of the Securities Act and the Exchange Act, as applicable, and the assumptions underlying such pro forma financial information are reasonable and are set forth in the Company SEC Documents.

Company SEC Documents. The Company has timely filed with the Commission all forms, registrations and proxy statements, reports, schedules schedules, statements and statements other documents required to be filed by it since December 31January 1, 1996 2000 under the Exchange Act or the Securities Act (all documents such documents, as supplemented and amended since the time of filing, together with the Form S-4 filed since such dateby Genesis on August 29, collectively 2002, which includes the Company's preliminary proxy statement, collectively, the "Company COMPANY SEC DocumentsDOCUMENTS"). The Company SEC Documents, including, without limitation, including any financial statements or schedules included thereinin the Company SEC Documents, at the time filed (and, in the case of registration statements and proxy statements, solely on the dates of effectiveness and the dates of mailing, respectivelyrespectively 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 filing) (ia) 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 (iib) complied in all material respects with the applicable requirements of the Exchange Act and the Securities Act, as the case may be. The financial statements of the Company included in the Company SEC Documents at the time filed (and, in the case of registration statements and proxy statements, on the date dates of effectiveness and the date 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 Commission), 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 consolidated Subsidiaries as at the dates thereof and the consolidated results of its 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 Stock Market, Inc.'s National Market, any stock exchange or any other comparable Governmental Authority.

Company SEC Documents. To the knowledge of the Selling Parties, (a) since January 1, 2011, the Company has timely filed with the Commission all forms, registrations and proxy registration statements, reports, schedules and statements required to be filed by it since December 31, 1996 under the Exchange Act or the Securities Act (all such documents filed since such dateJanuary 1, collectively "2011 and on or prior to the date of this Agreement, collectively, the “Company SEC Documents"”). The Company SEC Documents, including, without limitation, any financial statements or schedules included therein, (b) at the time filed (or, in the case of registration statements and proxy statements, solely on the dates of effectiveness and effectiveness) (except to the dates of mailing, respectively) extent corrected by a subsequently filed Company SEC Document) (i) did not contain no Company SEC Document 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, misleading and (ii) each Company SEC Document complied in all material respects with the applicable requirements of the Exchange Act and the Securities Act, as the case may be. The be and (c) any audited or unaudited financial statements of and any notes thereto or schedules included therein (the “Company Financial Statements”) included in the Company SEC Documents at the time filed (and, in the case of registration statements and proxy statements, on the date of effectiveness and the date of mailing, respectivelyi) 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, (ii) were prepared in accordance with 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 Commission), applicable Commission regulations) and (iii) fairly present (subject in the case of unaudited statements to normal, recurring and year-end audit adjustments) in all material respects the consolidated financial position of the Company and its subsidiaries as at of the dates thereof and the consolidated results of its their operations and cash flows for the periods then ended.

Company SEC Documents. Company has timely filed with Except as set forth on Schedule 3.11, the Commission all Company’s forms, registrations and proxy registration statements, reports, schedules and statements required to be filed by it since December 31, 1996 under the Exchange Act or the Securities Act (all documents filed since such datedocuments, collectively "the “Company SEC Documents")”) have been filed with the Commission on a timely basis. The Company SEC DocumentsDocuments and the Draft Filings, including, without limitation, any audited or unaudited financial statements and any notes thereto or schedules included therein, at the time filed or when filed in the case of the Draft Filings (or in the case of registration statements and proxy statements, solely on the dates of effectiveness and effectiveness) (except to the dates of mailing, respectively) extent corrected by a subsequent Company SEC Document) (i) did do 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 (ii) complied comply in all material respects with the applicable requirements of the Exchange Act and the Securities Act, as the case may be. The financial statements of Company included in the Company SEC Documents at the time filed , (and, in the case of registration statements and proxy statements, on the date of effectiveness and the date of mailing, respectivelyiii) complied comply as to form in all material respects with applicable accounting requirements and with the published rules and regulations of the Commission with respect thereto, (iv) were prepared in accordance with 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 Commission), and (v) fairly present (subject in the case of unaudited 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 its operations and cash flows for the periods then ended.

Company SEC Documents. So long as the Company has securities registered pursuant to Section 12 of the Exchange Act or is subject to the reporting requirements of Section 13 or 15(d) of the Exchange Act, the Company shall timely filed file with the Commission Commission, and provide to the Purchaser concurrently (and in no event more than two (2) Business Days after filing) therewith, all forms, registrations and proxy statements, reports, schedules and statements Company SEC Documents as are specified in the Exchange Act as being required to be filed by it since December 31U.S. corporations that are subject to reporting requirements of the Exchange Act. In addition, 1996 under the Company shall timely file with the Nasdaq, and provide to the Purchaser concurrently (and in no event more than two (2) Business Days after filing) therewith, all Company SEC Documents required to be filed therewith. Each Company SEC Document to be filed by the Company, when filed with the Commission or the Nasdaq, as the case may be, will comply with all applicable requirements of the Securities Act, the Exchange Act or the Securities Act (all documents filed since such dateNasdaq rules, collectively "Company SEC Documents"). The Company SEC Documents, including, without limitation, any financial statements or schedules included therein, at the time filed (in as the case of registration statements may be, and proxy statements, solely on the dates of effectiveness and the dates of mailing, respectively) (i) did 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 (ii) complied in all material respects with the applicable requirements of the Exchange Act and the Securities Act, as the case may be. The financial statements of Company to be included in each Company SEC Document to be filed by the Company SEC Documents at the time filed (andwill comply as to form, in the case as of registration statements and proxy statements, on the date of effectiveness and its filing with the date of mailingCommission, 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 will be prepared in accordance with generally accepted accounting principles applied on a consistent basis during the periods involved GAAP (except as may be indicated in the notes thereto orexcept, in the case of unaudited statements, as permitted by Form 10-Q of the Commission), ) and will fairly present (subject in the case of unaudited statements to normal, recurring and year-end audit adjustments) in all material respects the consolidated financial position of the Company Parties as at of the dates thereof and the consolidated results of its their operations and cash flows for the periods then endedended (subject, in the case of unaudited statements, to normal year-end audit adjustments consistent with past practices and consistently applied).

Company SEC Documents. Company has timely filed with the Commission all forms, registrations and proxy statements, reports, schedules and statements required to be filed by it since December 31, 1996 1997 under the Exchange Act or the Securities Act (all documents filed since such date, collectively "Company SEC Documents"). The Company SEC Documents, including, without limitation, any financial statements or schedules included therein, at the time filed (in the case of registration statements and proxy statements, solely on the dates of effectiveness and the dates of mailing, respectively) ) (except to the extent corrected by a subsequently filed Company SEC Document filed prior to the Closing Date) (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 (ii) complied in all material respects with the applicable requirements of the Exchange Act and the Securities Act, as the case may be. The financial statements of Company included in the Company SEC Documents at the time filed , (and, in the case of registration statements and proxy statements, on the date of effectiveness and the date of mailing, respectivelyiii) 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 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 Commission), and (iv) fairly present (subject in the case of unaudited statements to normal, recurring and year-end audit adjustments) in all material respects the consolidated financial position of Company as at the dates thereof and the consolidated results of its operations and cash flows for the periods then ended.

Company SEC Documents. (a) The Company has timely filed with the Commission all forms, registrations and proxy statements, reports, schedules and statements Company SEC Documents which were required to be filed by it with the SEC and the Nasdaq and the NYSE since December 31, 1996 under 1998. SCHEDULE 3.39 sets forth a true, complete and correct list of all Company SEC Documents required to be filed by the Exchange Company since December 31, 1999, the respective dates on which they were filed and a notation to the effect, if true, that such filing was late. (b) As of their respective dates, the Company SEC Documents complied with the requirements of the Securities Act or the Securities Act (all documents filed since such dateExchange Act, collectively "Company SEC Documents"). The as the case may be, and none of the Company SEC Documents, includingwhen filed, without limitation, any financial statements or schedules included therein, at the time filed (in the case of registration statements and proxy statements, solely on the dates of effectiveness and the dates of mailing, respectively) (i) did not contain contained any untrue statement of a material fact or omit omitted to state a material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading, and (ii) complied in all material respects with the applicable requirements of the Exchange Act and the Securities Act, as the case may be. The financial statements of the Company included in the Company SEC Documents at the time filed (and, in the case of registration statements and proxy statements, on the date of effectiveness and the date of mailing, respectively) complied as to form form, as of their respective dates of filing with the SEC, in all material respects with applicable accounting requirements and with the published rules and regulations of the Commission SEC with respect thereto, were prepared in accordance with generally accepted accounting principles applied on a consistent basis during the periods involved GAAP (except as may be indicated in the notes thereto orexcept, in the case of unaudited statements, as permitted by Form 10-Q of and the Commission), SEC) applied on a consistent basis during the periods involved and fairly present (subject in the case of unaudited statements to normal, 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 its their operations and cash flows for the periods then endedended (subject, in the case of unaudited statements, to normal year-end audit adjustments). Such financial statements reflect appropriate reserves established for all Automobile Contracts and general ledger accounts in accordance with GAAP.

Company SEC Documents. Except as disclosed in the Company has timely filed with SEC Documents, since January 1, 2016, the Commission all Company’s forms, registrations and proxy registration statements, reports, schedules and statements required to be filed by it since December 31, 1996 under the Exchange Act or the Securities Act (all such documents filed since such dateprior to the date hereof, collectively "the “Company SEC Documents")”) have been filed with the Commission on a timely basis. The Company SEC Documents, including, without limitation, any financial statements or schedules included therein, at the time filed (or in the case of registration statements and proxy statements, solely on the dates of effectiveness and effectiveness) (except to the dates of mailing, respectively) extent corrected by a subsequent Company SEC Document) (ia) 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 (iib) 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. The financial statements of Company included in the Company SEC Documents at the time filed , and (and, in the case of registration statements and proxy statements, on the date of effectiveness and the date of mailing, respectivelyc) 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 financial statements of the Company and other financial information included in the Company SEC Documents were prepared in accordance with 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 Commission), and fairly present (subject in the case of unaudited 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 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, 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. The Company has timely filed with the Commission all forms, registrations and proxy statements, reports, schedules and statements required to be filed by it since December 31, 1996 under the Exchange Act or the Securities Act (all documents filed since such datedocuments, collectively "Company SEC Documents"). The Company SEC Documents, including, without limitation, any audited or unaudited financial statements and any notes thereto or schedules included thereintherein (the "Company Financial Statements"), at the time filed (in the case of registration statements and proxy statements, solely on the dates of effectiveness and the dates of mailing, respectively) ) (except to the extent corrected by a subsequently filed Company SEC Document filed prior to the date hereof) (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 (ii) complied in all material respects with the applicable requirements of the Exchange Act and the Securities Act, as the case may be. The financial statements of Company included in the Company SEC Documents at the time filed , (and, in the case of registration statements and proxy statements, on the date of effectiveness and the date of mailing, respectivelyiii) 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, (iv) were prepared in accordance with 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 Commission), and (v) fairly present (subject in the case of unaudited 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 as at of the dates thereof and the consolidated results of its operations and cash flows for the periods then ended.

Company SEC Documents. The Company has timely filed with the Commission all forms, registrations and proxy statements, reports, schedules and statements required to be filed by it since December 31, 1996 under the Exchange Act or since the Securities Act filing of its Form 8-A12G on August 10, 2005 (all such documents filed since such dateon or prior to the date of this Agreement, collectively "collectively, the “the Company SEC Documents"”). The Company SEC Documents, including, without limitation, including any audited or unaudited financial statements and any notes thereto or schedules included therein, at the time filed (in except to the case extent corrected by a subsequently filed the Company SEC Document filed prior to the date of registration statements and proxy statements, solely on the dates of effectiveness and the dates of mailing, respectively) this Agreement) (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 (ii) complied in all material respects with the applicable requirements of the Exchange Act and the Securities Act, as the case may be. The financial statements of Company included in the Company SEC Documents at the time filed (and, in the case of registration statements and proxy statements, on the date of effectiveness and the date of mailing, respectivelyiii) 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, (iv) were prepared in accordance with 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 QSB of the Commission), ) and (v) fairly present (subject in the case of unaudited statements to normal, recurring and year-end audit adjustments) in all material respects the consolidated financial position of Company as at the dates thereof and the consolidated results of its operations and cash flows for the periods then ended. Xxx, Xxxxxxxx & Xxxxxxx, L.L.P. 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. Company has timely Each annual and quarterly report to the Securities and Exchange Commission ("SEC"), each definitive proxy statement and each current report filed with the Commission all formsSEC since January 1, registrations and proxy statements1994 (as such documents have since the time of their filing been amended, reports, schedules and statements required to be filed by it since December 31, 1996 under the Exchange Act or the Securities Act (all documents filed since such date, collectively "Company SEC Documents"). The , as of their respective dates, complied in all material respects with the requirements of the Act or the Securities Exchange Act of 1934, as amended (the "Exchange Act"), as applicable, and the rules and regulations of the SEC thereunder applicable to such Company SEC Documents, including, without limitation, any financial statements or schedules included therein, at Documents and none of the time filed (in the case of registration statements and proxy statements, solely on the dates of effectiveness and the dates of mailing, respectively) (i) did not contain Company SEC Documents contained any untrue statement of a material fact or omit omitted to state a material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading, and (ii) complied in all material respects with the applicable requirements of the Exchange Act and the Securities Act, as the case may be. The financial statements of the Company included in the Company SEC Documents at filed with the time filed (and, in SEC by the case of registration statements and proxy statements, on the date of effectiveness and the date of mailing, respectively) complied Company comply as to form in all material respects with applicable accounting requirements and with the published rules and regulations of the Commission SEC with respect thereto, were have been prepared in accordance with 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 Commission), thereto) and fairly present (subject in the case of unaudited statements to normal, recurring and year-end audit adjustments) in all material respects the consolidated financial position of the Company as at the dates date thereof and the consolidated results of its operations and cash flows for the periods then ended. There has not been any change, occurrence or circumstance, which, individually or in the aggregate, will have a material adverse effect on the results of operations, properties, assets, liabilities or financial condition of the Company which is not set forth in the Company SEC Documents.

Company SEC Documents. (a) Each Company Party has timely filed with the Commission all forms, registrations Company SEC Documents and proxy statements, reports, schedules and statements Tender Offer Documents which were required to be filed by it with the Commission since December 31January 1, 1996 under 1997. SCHEDULE 3.9 sets forth a true, complete and correct list of all Company SEC Documents and Tender Offer Documents filed by any Company Party since January 1, 1997 and the Exchange Act or respective dates on which they were filed. (b) Each Company SEC Document and Tender Offer Document previously filed by each Company Party complies with all applicable requirements of the Securities Act (all documents filed since such date, collectively "Company SEC Documents"). The Company SEC Documents, including, without limitation, any financial statements or schedules included therein, at the time filed (in the case of registration statements and proxy statements, solely on the dates of effectiveness and the dates of mailingExchange Act, respectively) (i) and, when filed with the SEC, 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 (ii) complied in all material respects with the applicable requirements of the Exchange Act and the Securities Act, as the case may be. The financial statements of the Company Parties included in the each Company SEC Documents at the time Document and Tender Offer Document filed (and, in the case of registration statements and proxy statements, on the date of effectiveness and the date of mailing, respectively) by each Company Party complied as to form in all material respects form, as of the dates of its filing with the Commission, with applicable accounting requirements and with the published rules and regulations of the Commission with respect thereto, were prepared in accordance with generally accepted accounting principles applied on a consistent basis during the periods involved GAAP (except as may be indicated in the notes thereto orexcept, in the case of unaudited statements, as permitted by Form 10-Q of the Commission), ) and fairly present (subject in the case of unaudited statements to normal, recurring and year-end audit adjustments) in all material respects the consolidated financial position of the Company Parties as at of the dates thereof and the consolidated results of its their operations and cash flows for the periods then endedended (subject, in the case of unaudited statements, to normal year-end audit adjustments consistent with past practices and consistently applied). (c) All information regarding the "Y2K" issue is fully and adequately disclosed in the Company SEC Documents with respect to the Company Parties.

Company SEC Documents. Company has timely filed with the Commission all The Company’s forms, registrations and proxy registration statements, reports, schedules and statements required to be filed by it since December 31, 1996 under the Exchange Act or the Securities Act (all documents filed since such datedocuments, collectively "the “Company SEC Documents")”) have been filed with the Commission on a timely basis. The Company SEC Documents, including, without limitation, any audited or unaudited financial statements and any notes thereto or schedules included therein, at the time filed (or in the case of registration statements and proxy statements, solely on the dates of effectiveness and effectiveness) (except to the dates of mailing, respectively) extent corrected by a subsequent Company SEC Document) (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 (ii) complied in all material respects with the applicable requirements of the Exchange Act and the Securities Act, as the case may be. The financial statements of Company included in the Company SEC Documents at the time filed , (and, in the case of registration statements and proxy statements, on the date of effectiveness and the date of mailing, respectivelyiii) 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, (iv) were prepared in accordance with 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 Commission), and (v) fairly present (subject in the case of unaudited 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 its operations and cash flows for the periods then ended.

Company SEC Documents. Except as disclosed in the Company has timely filed with SEC Documents, since January 1, 2015, the Commission all Company’s forms, registrations and proxy registration statements, reports, schedules and statements required to be filed by it since December 31, 1996 under the Exchange Act or the Securities Act (all such documents filed since such dateprior to the date hereof, collectively "the “Company SEC Documents")”) have been filed with the Commission on a timely basis. The Company SEC Documents, including, without limitation, any financial statements or schedules included therein, at the time filed (or in the case of registration statements and proxy statements, solely on the dates of effectiveness and effectiveness) (except to the dates of mailing, respectively) extent corrected by a subsequent Company SEC Document) (ia) 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 (iib) 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. The financial statements of Company included in the Company SEC Documents at the time filed , and (and, in the case of registration statements and proxy statements, on the date of effectiveness and the date of mailing, respectivelyc) 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 financial statements of the Company and other financial information included in the Company SEC Documents were prepared in accordance with 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 Commission), and fairly present (subject in the case of unaudited 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 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 13 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. The Company has timely filed with the Securities and Exchange Commission (the "SEC"), and has heretofore delivered to Seller true, correct and complete copies of, all forms, registrations and proxy statements, reports, schedules schedules, statements and statements other documents required to be filed with the SEC by it since December 31, 1996 under 1993 pursuant to the Securities Exchange Act of 1934 (the "Exchange Act") or the Securities Act of 1933 (all documents filed the "Securities Act") (such documents, as supplemented and amended since such datethe time of filing, collectively collectively, the "Company NutraMax SEC Documents"). The Company NutraMax SEC Documents, including, without limitation, any financial statements or schedules included therein, at the time filed (and in the case of registration statements and proxy statements, solely on the dates of effectiveness and the dates date of mailing, respectively) (ia) did not contain any untrue statement of a material fact or omit to state a material fact required to be stated therein herein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading, and (iib) complied in all material respects with the applicable requirements of the Exchange Act and the Securities Act, as the case may be. The financial statements of the Company included in the Company NutraMax SEC Documents at the time filed (and, in the case of registration statements and proxy statements, on the date of effectiveness and the date 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 generally accepted accounting principles applied on a consistent basis during the periods period 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 Commission), and fairly present (subject in the case of unaudited statements to normal, recurring and year-end audit adjustments) in all material respects the consolidated financial position of the Company as at the dates thereof and the consolidated results of its operations and cash flows for the periods then ended.. C-3

Company SEC Documents. The Company has timely filed with the Commission all forms, registrations and proxy statements, reports, schedules schedules, statements and statements other documents required to be filed by it since December 31, 1996 1998 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, (all documents filed the "Securities Act") (such documents, as supplemented and amended since such datethe time of filing, collectively collectively, the "Company SEC Documents"). The Company SEC Documents, including, without limitation, any financial statements or schedules included or incorporated by reference therein, at the time filed (and, in the case of registration statements and proxy statements, solely on the dates of effectiveness and the dates of mailing, respectively) (ia) 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 (iib) complied in all material respects with the applicable requirements of the Exchange Act and the Securities Act, as the case may be. The Except as set forth in Section 3.7 of the Company Disclosure Schedule, the financial statements of the Company included in the Company SEC Documents at the time filed (and, in the case of registration statements and proxy statements, on the date dates of effectiveness and the date 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 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 Commission), and fairly present (subject subject, in the case of the unaudited statements interim financial statements, to normal, recurring and year-end audit adjustments) adjustments consistent with past practice), in all material respects respects, the consolidated financial position of the Company and its consolidated subsidiaries as at the dates thereof and the consolidated results of its 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. The Company has timely filed with the Securities and Exchange Commission (the "SEC"), and has heretofore delivered to Seller true, correct and complete copies of, all forms, registrations and proxy statements, reports, schedules schedules, statements and statements other documents required to be filed with the SEC by it since December 31, 1996 under 1993 pursuant to the Securities Exchange Act of 1934 (the "Exchange Act") or the Securities Act of 1933 (all documents filed the "Securities Act") (such documents, as supplemented and amended since such datethe time of filing, collectively collectively, the "Company NutraMax SEC Documents"). The Company NutraMax SEC Documents, including, without limitation, any financial statements or schedules included therein, at the time filed (and in the case of registration statements and proxy statements, solely on the dates of effectiveness and the dates date of mailing, respectively) (ia) did not contain any untrue statement of a material fact or omit to state a material fact required to be stated therein herein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading, and (iib) complied in all material respects with the applicable requirements of the Exchange Act and the Securities Act, as the case may be. The financial statements of the Company included in the Company NutraMax SEC Documents at the time filed (and, in the case of registration statements and proxy statements, on the date of effectiveness and the date 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 generally accepted accounting principles applied on a consistent basis during the periods period 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 Commission), and fairly present (subject in the case of unaudited statements to normal, recurring and year-end audit adjustments) in all material respects the consolidated financial position of the Company as at the dates thereof and the consolidated results of its operations and cash flows for the periods then ended.