Common use of Company SEC Documents Clause in Contracts

Company SEC Documents. (a) The Company and its subsidiaries have timely filed with the Commission all registration statements, prospectuses, forms, reports, schedules, statements and other documents (as supplemented and amended since the time of filing, collectively, the “Company SEC Documents”) required to be filed by them since December 31, 2005 under the Exchange Act or the Securities Act. The Company SEC Documents, including any financial statements or schedules included in the Company SEC 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dates of effectiveness and the dates of mailing, respectively, and, in the case of any Company SEC Document amended or superseded by a filing prior to the date of this Agreement, then on the date of such amending or superseding filing) (i) did not contain any untrue statement of a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 consolidated financial statements of the Company included in the Company SEC Documents fairly present (subject, in the case of unaudited statements, to normal, recurring 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 their operations and cash flows (and changes in financial position, if any) for the periods then ended in conformity with GAAP (except, in the case of the unaudited statements, as permitted by the Commission) applied on a consistent basis during the periods involved (except as may be indicated therein or in the notes thereto). 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 NYSE, any other stock exchange or any other comparable Governmental Authority.

Company SEC Documents. (a) The Company and its subsidiaries have Services has timely filed with the Securities and Exchange Commission (the "Commission"), and the Company has made available to Parent, all registration statements, prospectuses, forms, reports, schedules, statements statements, exhibits and other documents required to be filed by Services under the Securities Exchange Act of 1934 (together with the rules and regulations thereunder, the "Exchange Act"), the Securities Act of 1933 (together with the rules and regulations thereunder, the "Securities Act"), and the terms of that certain Indenture, dated May 5, 1993 (the "Indenture"), by and between Services and Ameritrust Texas National Association, as Trustee (such documents as supplemented and amended since the time of filing, collectively, the “"Company SEC Documents”) required to be filed by them since December 31, 2005 under the Exchange Act or the Securities Act"). The Company SEC Documents, including including, without limitation, any financial statements or schedules included in the Company SEC Documentstherein, 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, 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 consolidated financial statements (including the related notes) of the Company Services included in the Company SEC Documents fairly present (subject, in the case of unaudited statements, to normal, recurring audit adjustments) comply in all material respects respect as to form with applicable accounting requirements and with the consolidated financial position published rules and regulations of the Company and its consolidated subsidiaries as at the dates thereof and the consolidated results of their operations and cash flows (and changes Commission with respect thereto, have been prepared in financial position, if any) for the periods then ended in conformity accordance with GAAP (except, in the case of the unaudited statements, as permitted by the Commission) generally accepted accounting principles applied on a consistent basis during the periods involved (except as may be indicated therein or in the notes 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 results of its operations and cash flows for the periods then ended. None The consolidated financial statements of the Company’s Company and its subsidiaries is subject attached to the periodic reporting requirements Section 3.7 of the Exchange Act Company Disclosure Schedule have been prepared in accordance with generally accepted accounting principles applied on a consistent basis during the periods involved (except that the Company's investment in Services is carried at historical cost and except for the absence of footnotes) and fairly present (subject in the case of unaudited statements to normal, recurring and year-end audit adjustments) in all material respects the financial position of the Company and its subsidiaries and cash flows for the periods then ended. The Company has previously made available to Parent correct and complete copies of (i) annual management letters from the Company's independent certified public accountants and (ii) all material correspondence between the Commission and the Company (including its subsidiaries) or required to file any formits representatives, report or other document with the Commissionin each case since January 1, the NYSE, any other stock exchange or any other comparable Governmental Authority1993.

Company SEC Documents. (a) The Company and its subsidiaries have timely has filed with or furnished to the Commission SEC, on a timely basis, all registration statements, prospectuses, forms, reports, schedulesstatements, statements certifications, schedules and other documents required to be filed with the SEC or furnished to the SEC by it since December 31, 2004 under the Securities Act or the Exchange Act (as supplemented all such forms, reports, statements, certifications, schedules and amended other documents filed since December 31, 2004, including subsequent to the time of filingdate hereof, collectivelyincluding any amendments thereto, the “Company SEC Documents”) required to be filed by them since December 31). As of their respective filing dates, 2005 under the Exchange Company SEC Documents complied in all material respects with the requirements of the Securities Act or the Securities Exchange Act, as the case may be, each as in effect on the date so filed. The Company SEC Documents, including any financial statements or schedules included in the Company SEC Documents, at At the time filed with the SEC (andor if amended, in the case as of registration statements and proxy statements, on the dates of 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 filing) (i) did not contain amendment), none of the Company SEC Documents contained any untrue statement of a material fact or omit omitted to state a material fact required to be stated therein or necessary in order to make the statements 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 consolidated financial statements of the Company included in the Company SEC Documents fairly present (subject, in including the case related notes and schedules thereto) complied as of unaudited statements, to normal, recurring audit adjustments) their respective dates in all material respects with the consolidated financial position then applicable accounting requirements and the published rules and regulations of the Company and its consolidated subsidiaries as at the dates thereof and the consolidated results of their operations and cash flows (and changes SEC with respect thereto, have been prepared in financial position, if any) for the periods then ended in conformity accordance with GAAP (except, except in the case of the unaudited statements, as permitted by Form 10-Q under the CommissionExchange Act) applied on a consistent basis during the periods involved (except as may be indicated therein or in the notes thereto) and fairly present 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 their consolidated cash flows for the periods then ended (subject, in the case of unaudited statements, to normal year-end audit adjustments and to any other adjustments described therein). None of the Company’s subsidiaries Subsidiaries is subject to the periodic reporting requirements of the Exchange Act or required to file any form, report or other document periodic reports with the Commission, the NYSE, any other stock exchange or any other comparable Governmental AuthoritySEC.

Company SEC Documents. (a) The Company and its subsidiaries have timely has filed or furnished with the Commission SEC all registration statements, prospectuses, forms, reports, schedules, forms, statements and other documents (as supplemented and amended including exhibits) required to be filed or furnished by it under the Exchange Act or the Securities Act since the time of filingAugust 31, 2014 (all such documents collectively, the “Company SEC Documents”) required to be filed by them since December 31, 2005 under the Exchange Act or the Securities Act). The Company SEC Documents, including any audited or unaudited financial statements and any notes thereto or schedules included in therein (the “Company SEC DocumentsFinancial Statements”), at the time filed or furnished (and, in except to the case of registration statements and proxy statements, on the dates of effectiveness and the dates of mailing, respectively, and, in the case of any extent corrected by a subsequently filed Company SEC Document amended or superseded by a filing filed prior to the date of this Agreement, then on the date of such amending or superseding filing) (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 consolidated financial statements of the Company included in the Company SEC Documents fairly present , (subject, in the case of unaudited statements, iii) complied as to normal, recurring audit adjustments) form in all material respects with applicable accounting requirements and with the consolidated financial position published rules and regulations of the Company and its consolidated subsidiaries as at the dates thereof and the consolidated results of their operations and cash flows SEC with respect thereto, (and changes iv) were prepared in financial position, if any) for the periods then ended in conformity accordance with GAAP (except, in the case of the unaudited statements, as permitted by the Commission) applied on a consistent basis during the periods involved (except as may be indicated therein or in the notes theretothereto or, in the case of unaudited statements, as permitted by Form 10-Q of the SEC), (v) insofar as such Company SEC Documents summarize legal matters, agreements, documents or proceedings discussed therein, are accurate and fair summaries of such legal matters, agreements, documents or proceedings and present the information required to be shown in all material respects, and (vi) 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 the Company as of the dates thereof and the consolidated results of its operations and cash flows for the periods then ended. None 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 therein provide a reasonable basis for presenting the significant effects directly attributable to the transactions or events described therein and are set forth in the Company SEC Documents, the related pro forma adjustments give appropriate effect to those assumptions and the pro forma columns therein reflect the proper application of those adjustments to the corresponding historical financial statement amounts, in each case in all material respects. The statements in the Company SEC Documents regarding the Company’s subsidiaries is subject change in its fiscal and tax year-end to the periodic reporting requirements of the Exchange Act or required to file any form, report or other document with the Commission, the NYSE, any other stock exchange or any other comparable Governmental AuthorityDecember 31 from August 31 are true and correct in all material respects.

Company SEC Documents. (a) The Company and its subsidiaries have has timely filed (giving effect to permissible extensions in accordance with Rule 12b-25 under the Securities Exchange) or furnished with the Commission all registration statements, prospectuses, forms, reports, schedules, forms, statements and other documents (as supplemented including exhibits and amended other information incorporated therein) that have been filed or were required to be filed or furnished by it under the Exchange Act or the Securities Act since the time of filingJanuary 1, 2015 (all such documents collectively, the “Company SEC Documents”) required to be filed by them since December 31, 2005 under the Exchange Act or the Securities Act). The Company SEC Documents, including any audited or unaudited financial statements and any notes thereto or schedules included in therein (the “Company SEC DocumentsFinancial Statements”), at the time filed or furnished (and, in except to the case of registration statements and proxy statements, on the dates of effectiveness and the dates of mailing, respectively, and, in the case of any extent corrected by a subsequently filed Company SEC Document amended or superseded by a filing filed prior to the date of this Agreement, then on the date of such amending or superseding filing) (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 consolidated financial statements of the Company included in the Company SEC Documents fairly present , (subject, in the case of unaudited statements, iii) complied as to normal, recurring audit adjustments) form in all material respects with applicable accounting requirements and with the consolidated financial position published rules and regulations of the Company and its consolidated subsidiaries as at the dates thereof and the consolidated results of their operations and cash flows Commission with respect thereto, (and changes in financial position, if anyiv) for the periods then ended were prepared in conformity with GAAP (except, in the case of the unaudited statements, as permitted by the Commission) applied on a consistent basis during the periods involved (except as may be indicated therein or in the notes thereto). None thereto or, in the case of unaudited statements, as permitted by Form 10-Q) 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 Company’s subsidiaries is subject to the periodic reporting requirements business of the Exchange Act or required to file any form, report or other document with Company as of the Commission, dates thereof and the NYSE, any other stock exchange or any other comparable Governmental Authorityconsolidated results of its operations and cash flows for the periods then ended.

Company SEC Documents. (a) The Company and its subsidiaries have has timely filed with the Securities and Exchange Commission (the "SEC"), and has heretofore delivered to Seller true, correct and complete copies of, all registration statements, prospectuses, forms, reports, schedules, statements and other documents required to be filed with the SEC by it since December 31, 1993 pursuant to the Securities Exchange Act of 1934 (the "Exchange Act") or the Securities Act of 1933 (the "Securities Act") (such documents, as supplemented and amended since the time of filing, collectively, the “Company "NutraMax SEC Documents”) required to be filed by them since December 31, 2005 under the Exchange Act or the Securities Act"). The Company NutraMax SEC Documents, including including, without limitation, any financial statements or schedules included in the Company SEC Documentstherein, at the time filed (and, and in the case of registration statements and proxy statements, on the dates of effectiveness and the dates date 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 filing) (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 consolidated financial statements of the Company included in the Company NutraMax SEC Documents fairly present at the time filed (subjectand, 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 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 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 their its operations and cash flows (and changes in financial position, if any) for the periods then ended in conformity with GAAP (except, in the case of the unaudited statements, as permitted by the Commission) applied on a consistent basis during the periods involved (except as may be indicated therein or in the notes thereto). 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 NYSE, any other stock exchange or any other comparable Governmental Authorityended.

Company SEC Documents. (a) The Company and its subsidiaries have has timely filed with the Securities and Exchange Commission (the "SEC"), and has heretofore delivered to Seller true, correct and complete copies of, all registration statements, prospectuses, forms, reports, schedules, statements and other documents required to be filed with the SEC by it since December 31, 1993 pursuant to the Securities Exchange Act of 1934 (the "Exchange Act") or the Securities Act of 1933 (the "Securities Act") (such documents, as supplemented and amended since the time of filing, collectively, the “Company "NutraMax SEC Documents”) required to be filed by them since December 31, 2005 under the Exchange Act or the Securities Act"). The Company NutraMax SEC Documents, including including, without limitation, any financial statements or schedules included in the Company SEC Documentstherein, at the time filed (and, and in the case of registration statements and proxy statements, on the dates of effectiveness and the dates date 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 filing) (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 consolidated financial statements of the Company included in the Company NutraMax SEC Documents fairly present at the time filed (subjectand, 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 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 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 their its operations and cash flows (and changes in financial position, if any) for the periods then ended in conformity with GAAP (except, in the case of the unaudited statements, as permitted by the Commission) applied on a consistent basis during the periods involved (except as may be indicated therein or in the notes thereto)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 NYSE, any other stock exchange or any other comparable Governmental Authority.C-3

Company SEC Documents. (a) The Company and its subsidiaries have timely has filed with the Commission all registration statements, prospectuses, forms, reports, schedules, forms, statements and other documents (as supplemented including, in all material respects, exhibits and amended since other information incorporated therein) with the time of filing, collectively, the “Company SEC Documents”) required to be filed by them the Company since December 31January 1, 2005 under 1998 (the Exchange "Company SEC Documents"). As of their respective dates, the Company SEC Documents complied in all material respects with the requirements of the Securities Act or the Securities Exchange Act. The , as the case may be, applicable to such Company SEC Documents, including any financial statements or schedules included and except to the extent that information contained in the Company SEC 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, and, in the case of any Company SEC Document amended has been revised, superseded or superseded updated by a filing prior to later-filed Company SEC Document, none of the date of this Agreement, then on the date of such amending or superseding filing) (i) did not contain Company SEC Documents contains any untrue statement of a material fact or omit omits to state a material fact required to be stated therein or necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading, 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 consolidated financial statements (including, in each case, any related notes thereto) of the Company included in the Company SEC Documents fairly present comply as to form in all material respects with applicable accounting requirements and the published rules and regulations of the SEC with respect thereto, have been prepared in accordance with generally accepted accounting principles (subject"GAAP") (except, in the case of unaudited statements, to normal, recurring 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 their operations and cash flows (and changes in financial position, if any) for the periods then ended in conformity with GAAP (except, in the case of the unaudited statements, as permitted by Form 10-Q of the CommissionSEC) applied on a consistent basis during the periods involved (except as may be indicated therein or in the notes thereto) and fairly present, in all material respects, the financial position of the Company as of the dates thereof and the results of its operations and cash flows for the periods then ended (subject, in the case of unaudited statements, to normal and recurring year-end audit adjustments). None of Except as set forth in the Company’s subsidiaries is subject most recent financial statements included in the Company SEC Documents filed by the Company and publicly available prior to the periodic reporting requirements date of this Agreement (the Exchange Act "Filed Company SEC Documents"), the Company has no liabilities or obligations (whether accrued, absolute, contingent or otherwise) (i) of a nature required to file any formbe disclosed on a balance sheet or in the related notes to financial statements prepared in accordance with GAAP or (ii) which, report individually or other document with in the Commissionaggregate, the NYSE, any other stock exchange have had or any other comparable Governmental Authoritycould reasonably be expected to have a Material Adverse Effect.

Company SEC Documents. (a) The Company and its subsidiaries have timely has filed with the Commission all registration statements, prospectuses, forms, reports, schedules, forms, statements and other documents (as supplemented including, in all material respects, exhibits and amended since other information incorporated therein) with the time of filing, collectively, the “Company SEC Documents”) required to be filed by them the Company since December 31January 1, 2005 under 1998 (the Exchange "Company SEC Documents"). As of their respective dates, the Company SEC Documents complied in all material respects with the requirements of the Securities Act or the Securities Exchange Act. The , as the case may be, applicable to such Company SEC Documents, including any financial statements or schedules included and except to the extent that information contained in the Company SEC 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, and, in the case of any Company SEC Document amended has been revised, superseded or superseded updated by a filing prior to later-filed Company SEC Document, none of the date of this Agreement, then on the date of such amending or superseding filing) (i) did not contain Company SEC Documents contains any untrue statement of a material fact or omit omits to state a material fact required to be stated therein or necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading, 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 consolidated financial statements (including, in each case, any related notes thereto) of the Company included in the Company SEC Documents fairly present comply as to form in all material respects with applicable accounting requirements and the published rules and regulations of the SEC with respect thereto, have been prepared in accordance with generally accepted accounting principles (subject"GAAP") (except, in the case of unaudited statements, to normal, recurring 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 their operations and cash flows (and changes in financial position, if any) for the periods then ended in conformity with GAAP (except, in the case of the unaudited statements, as permitted by Form 10-Q of the CommissionSEC) applied on a consistent basis during the periods involved (except as may be indicated therein or in the notes thereto) and fairly present, in all material respects, the financial position of the Company as of the dates thereof and the results of its operations and cash flows for the periods then ended (subject, in the case of unaudited statements, to normal and recurring year- end audit adjustments). None of Except as set forth in the Company’s subsidiaries is subject most recent financial statements included in the Company SEC Documents filed by the Company and publicly available prior to the periodic reporting requirements date of this Agreement (the Exchange Act "Filed Company SEC Documents"), the Company has no liabilities or obligations (whether accrued, absolute, contingent or otherwise) (i) of a nature required to file any formbe disclosed on a balance sheet or in the related notes to financial statements prepared in accordance with GAAP or (ii) which, report individually or other document with in the Commissionaggregate, the NYSE, any other stock exchange have had or any other comparable Governmental Authoritycould reasonably be expected to have a Material Adverse Effect.

Company SEC Documents. (a) The Company and its subsidiaries have timely has filed with the United States Securities and Exchange Commission (the “SEC”) all forms, registration statements, prospectuses, forms, reports, schedulesschedules and statements required to be filed by it under the Securities Exchange Act of 1934, statements as amended from time to time, and other the rules and regulations of the SEC promulgated thereunder (the “Exchange Act”) or the Securities Act (all such documents (as supplemented and amended since filed on or prior to the time date of filingthis Subscription Agreement, collectively, the “Company SEC Documents”) required to be filed by them since December 31, 2005 under the Exchange Act or the Securities Act). The Company SEC Documents, including any audited or unaudited financial statements and any notes thereto or schedules included in therein (the “Company SEC DocumentsFinancial Statements”), at the time filed (and, in the case of registration statements and proxy statements, solely on the dates of effectiveness and effectiveness) (except to the dates of mailing, respectively, and, in the case of any extent corrected by a subsequently filed Company SEC Document amended or superseded by a filing filed prior to the date of this Subscription Agreement, then on the date of such amending or superseding filing) (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 consolidated financial statements of the Company included in the Company SEC Documents fairly present , (subject, in the case of unaudited statements, iii) complied as to normal, recurring audit adjustments) form in all material respects with applicable accounting requirements and with the consolidated financial position published rules and regulations of the Company and its consolidated subsidiaries as at the dates thereof and the consolidated results of their operations and cash flows SEC with respect thereto (and changes iv) were prepared in financial position, if any) for the periods then ended in conformity accordance with GAAP (except, generally accepted accounting principles in the case United States of the unaudited statements, as permitted by the CommissionAmerica in effect from time to time (“GAAP”) applied on a consistent basis during the periods involved (except as may be indicated therein or in the notes thereto). None thereto or, in the case of unaudited statements, as permitted by Form 10-Q of the Company’s subsidiaries SEC) and (v) fairly presented (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 of the dates thereof and the consolidated results of its operations and cash flows for the periods then ended. UHY LLP is subject the independent registered public accounting firm with respect to the periodic reporting requirements Company and has not resigned or been dismissed as independent registered public accountants of the Exchange Act Company as a result of or required to file in connection with any form, report or other document disagreement with the CommissionCompany on any matter of accounting principles or practices, the NYSE, any other stock exchange financial statement disclosure or any other comparable Governmental Authorityauditing scope or procedures.

Company SEC Documents. (a) The Company and its subsidiaries have timely has filed with the Commission SEC, during the preceding 12 months, on a timely basis, all registration statements, prospectuses, forms, required reports, schedules, forms, statements and other documents required to be filed by the Company with the SEC pursuant to the Exchange Act (as supplemented and amended since the time of filing, collectively, the “Company SEC Documents”) required to be filed by them since December 31). As of their respective SEC filing dates, 2005 under the Company SEC Documents complied in all material respects with the requirements of the Securities Act, the Exchange Act or the Securities Act. The Sxxxxxxx-Xxxxx Act of 2002 (and the regulations promulgated thereunder), as the case may be, applicable to such Company SEC Documents, including any financial statements or schedules included in and none of the Company SEC DocumentsDocuments as of such respective dates (or, 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, and, in the case of any Company SEC Document if amended or superseded by a filing prior to the date of this Agreementhereof, then on the date of the filing of such amending or superseding filingamendment, with respect to the disclosures that are amended) (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. As of the date hereof, and (i) the Company is eligible to file a registration statement on Form S-3, (ii) 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 fairly present (subject, in the case of unaudited statements, to normal, recurring 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 their operations and cash flows (and changes in financial position, if any) for the periods then ended in conformity with GAAP (except, in the case of the unaudited statements, as permitted by the Commission) applied on a consistent basis during the periods involved (except as may be indicated therein or in the notes thereto). None 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 documents with the CommissionSEC, (iii) there are no outstanding or unresolved comments in comment letters from the NYSESEC staff with respect to any of the Company SEC Documents and (iv) to the knowledge of the Company, any other stock exchange none of the Company SEC Documents is the subject of ongoing SEC review, outstanding SEC comment or any other comparable Governmental Authorityoutstanding SEC investigation.

Company SEC Documents. Each annual and quarterly report to the Securities and Exchange Commission (a) The Company "SEC"), each definitive proxy statement and its subsidiaries have timely each current report filed with the Commission all registration statementsSEC since January 1, prospectuses, forms, reports, schedules, statements and other documents 1994 (as supplemented and amended such documents have since the time of filing, collectivelytheir filing been amended, the “"Company SEC Documents”) required to be filed by them since December 31"), 2005 under as of their respective dates, complied in all material respects with the Exchange requirements of the Act or the Securities Exchange Act of 1934, as amended (the "Exchange Act. The "), as applicable, and the rules and regulations of the SEC thereunder applicable to such Company SEC Documents, including any financial statements or schedules included in Documents and none of the Company SEC 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, 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) (i) did 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 (ii) 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 fairly present (subject, in filed with the case of unaudited statements, SEC by the Company comply as to normal, recurring audit adjustments) form in all material respects with applicable accounting requirements and with the consolidated financial position published rules and regulations of the Company and its consolidated subsidiaries as at the dates thereof and the consolidated results of their operations and cash flows (and changes SEC with respect thereto, have been prepared in financial position, if any) for the periods then ended in conformity accordance with GAAP (except, in the case of the unaudited statements, as permitted by the Commission) generally accepted accounting principles applied on a consistent basis during the periods involved (except as may be indicated therein or in the notes thereto). None ) and fairly present the financial position of the Company’s subsidiaries is subject to Company as at the periodic reporting requirements date thereof and the 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 Exchange Act or required to file any form, report or other document with Company which is not set forth in the Commission, the NYSE, any other stock exchange or any other comparable Governmental AuthorityCompany SEC Documents.