Common use of Company SEC Filings Clause in Contracts

Company SEC Filings. (a) The Company has filed with or furnished to the SEC, all reports, schedules, forms, statements, prospectuses, registration statements and other documents, as such documents may be amended, supplemented or restated, required to be filed with or furnished to the SEC by the Company since January 1, 2016 (collectively, together with any exhibits and schedules thereto and other information incorporated therein, the "Company SEC Documents"). (b) As of its filing date (or, if amended, by a filing prior to the date hereof, on the date of such filing), each Company SEC Document complied, and each Company SEC Document filed subsequent to the date hereof and prior to the earlier of the Closing Date and the termination of this Agreement will comply on its face, as to form in all material respects with the applicable requirements of the 1933 Act and the 1934 Act, as the case may be, at the time of such filing. As of the date of this Agreement, there are no outstanding unresolved comments received from the staff of the SEC with respect to any of the Company SEC Documents. To the Knowledge of the Company, none of the Company SEC Documents is the subject of ongoing SEC review, outstanding SEC comment or outstanding SEC investigation. No Subsidiary of the Company is subject to the periodic reporting requirements of Section 13(a) and Section 15(d) of the 1934 Act. (c) As of its filing date (or, if amended or superseded by a filing prior to the date hereof, on the date of such filing), each Company SEC Document filed pursuant to the 1934 Act did not, and each Company SEC Document filed subsequent to the date hereof and prior to the earlier of the Closing Date and the date of the termination of this Agreement will not, contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements made therein, in the light of the circumstances under which they were made, not misleading; provided, however, that the foregoing does not apply to statements in or omissions from any such document based upon the Company Disclosure Information. (d) Each Company SEC Document that is a registration statement, as amended or supplemented, if applicable, filed pursuant to the 1933 Act, as of the date such registration statement or amendment became effective, did not contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein not misleading; provided, however, that the foregoing does not apply to statements in or omissions from any such document based upon the Parent Disclosure Information.

Company SEC Filings. (a) The Company has timely filed with or furnished to the SEC, all reports, schedules, forms, statements, prospectuses, registration statements reports and other documents, as such documents may be amended, supplemented or restated, required to be filed with or furnished to by it under the Securities Act or the Exchange Act, as the case may be, since December 31, 2008 (the forms, documents, statements and reports filed with the SEC by the Company since January 1such date, 2016 (including any amendments thereto, collectively, together with any exhibits and schedules thereto and other information incorporated therein, the "“Company SEC Documents"Filings”). . Each Company SEC Filing (bi) As as of its filing date (ordate, or if amended, by a filing as of the date of the last such amendment prior to the date hereof, on the date of such filing), each Company SEC Document complied, and each Company SEC Document filed subsequent to the date hereof and prior to the earlier of the Closing Date and the termination of this Agreement will comply on its face, as to form complied in all material respects with the applicable requirements of the 1933 Securities Act, the Exchange Act and the 1934 Sarbanes Oxley Act, as the case may be, at the time of such filing. As of each as in effect on the date of this Agreement, there are no outstanding unresolved comments received from the staff of the SEC with respect to any of the relevant Company SEC Documents. To Filing was filed, and (ii) except to the Knowledge of the Company, none of the extent that information in any Company SEC Documents is the subject of ongoing SEC review, outstanding SEC comment or outstanding SEC investigation. No Subsidiary of the Company is subject to the periodic reporting requirements of Section 13(a) and Section 15(d) of the 1934 Act. (c) As of its filing date (or, if amended Filing has been revised or superseded by a filing subsequent Company SEC Filing prior to the date hereof, on the date of such filing), each Company SEC Document filed pursuant to the 1934 Act did not, and each Company SEC Document filed subsequent to at the date hereof and prior to the earlier of the Closing Date and the date of the termination of this Agreement will nottime it was filed, contain any untrue statement of a material fact or omit to state any a 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; provided. No Company Subsidiary is subject to the periodic reporting requirements of the Exchange Act. The Company has made available to Parent correct and complete copies of all material correspondence between the SEC, howeveron the one hand, that the foregoing does not apply to statements in or omissions from any such document based upon and the Company Disclosure Information. (d) Each and any of the Company Subsidiaries, on the other hand, occurring since December 31, 2008 and prior to the date hereof. As of the date hereof, there are no outstanding or unresolved comments in comment letters from the SEC staff with respect to any of the Company SEC Document that is a registration statement, as amended or supplemented, if applicable, filed pursuant to Filings. To the 1933 ActKnowledge of the Company, as of the date such registration statement hereof, none of the Company SEC Filings is the subject of ongoing SEC review, outstanding SEC comment or amendment became effective, did not contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein not misleading; provided, however, that the foregoing does not apply to statements in or omissions from any such document based upon the Parent Disclosure Informationoutstanding SEC investigation.

Company SEC Filings. (a) The Company has timely filed with or furnished to the SECto, as applicable, all reports, schedules, of the forms, reports (including reports on Forms 8-K, 10-Q and 10-K), statements (including proxy statements), prospectuses, schedules and registration statements of the Company, and other documents, as such documents may be amended, supplemented or restated, required to be filed with or furnished to the SEC on or after December 31, 2007 and before the date of this Agreement (collectively, the “Company SEC Reports”). The Company SEC Reports have been provided to Parent by the Company since January 1or are publicly available on the website of the SEC. For purpose of qualifying any representations or warranties contained in Article III, 2016 (collectivelyif there is an inconsistency between any two particular Recent SEC Reports or Company SEC Reports, together with any exhibits and schedules thereto and other information incorporated thereinas the case may be, the "most recent version of such Recent SEC Report or Company SEC Documents"). (b) Report, respectively, shall control in qualifying any representation or warranty to the extent of such inconsistency. As of its their respective filing date dates (or, if amended, amended or superseded by a subsequent filing, as of the date of the last such amendment or superseding filing prior to the date hereof, on the date of such filing), each of the Company SEC Document complied, and each Company SEC Document filed subsequent to the date hereof and prior to the earlier of the Closing Date and the termination of this Agreement will comply on its face, Reports complied as to form in all material respects with the applicable requirements of the 1933 Securities Act of 1933, as amended (the “Securities Act”), and the 1934 Exchange Act, as and the case may berules and regulations of the SEC thereunder applicable to such Company SEC Reports. None of the Company SEC Reports, including any financial statements, schedules or exhibits included or incorporated by reference therein at the time they were filed (or, if amended or superseded by a subsequent filing, as of the date of the last such filingamendment or superseding filing prior to the date hereof), contained any untrue statement of a material fact or omitted to state a material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading. None of the Company’s Subsidiaries is required to file or furnish any forms, reports or other documents with the SEC. As of the date of this Agreementhereof, there are no outstanding or unresolved comments received in comment letters from the SEC staff of the SEC with respect to any of the Company SEC DocumentsReports. To the Knowledge of the Company, as of the date hereof, none of the Company SEC Documents Reports is the subject of ongoing SEC review, outstanding SEC comment or outstanding SEC investigation. No Subsidiary of the Company is subject to the periodic reporting requirements of Section 13(a) and Section 15(d) of the 1934 Act. (c) As of its filing date (or, if amended or superseded by a filing prior to the date hereof, on the date of such filing), each Company SEC Document filed pursuant to the 1934 Act did not, and each Company SEC Document filed subsequent to the date hereof and prior to the earlier of the Closing Date and the date of the termination of this Agreement will not, contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements made therein, in the light of the circumstances under which they were made, not misleading; provided, however, that the foregoing does not apply to statements in or omissions from any such document based upon the Company Disclosure Information. (d) Each Company SEC Document that is a registration statement, as amended or supplemented, if applicable, filed pursuant to the 1933 Act, as of the date such registration statement or amendment became effective, did not contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein not misleading; provided, however, that the foregoing does not apply to statements in or omissions from any such document based upon the Parent Disclosure Information.

Company SEC Filings. (a) The Company has timely filed with or furnished to the SEC, all reports, schedules, forms, statements, prospectuses, registration statements reports and other documents, as such documents may be amended, supplemented or restated, required to be filed with or furnished to by it under the SEC by Securities Act or the Company Exchange Act, as the case may be, since January 1, 2016 2009 (collectively, together with any exhibits and schedules thereto and other information incorporated therein, the "“Company SEC Documents"Filings”). (b) As . Each Company SEC Filing as of its filing date (ordate, or if amended, by a filing as of the date of the last such amendment prior to the date hereof, on the date of such filing), each Company SEC Document complied, and each Company SEC Document filed subsequent to the date hereof and prior to the earlier of the Closing Date and the termination of this Agreement will comply on its face, as to form complied in all material respects with the applicable requirements of the 1933 Securities Act, the Exchange Act and the 1934 Xxxxxxxx-Xxxxx Act, as the case may be, at the time of such filing. As of each as in effect on the date of this Agreement, there are no outstanding unresolved comments received from the staff of the SEC with respect to any of the Company SEC DocumentsFiling was filed. To Except to the Knowledge of the Company, none of the extent that information in any Company SEC Documents is the subject of ongoing SEC review, outstanding SEC comment or outstanding SEC investigation. No Subsidiary of the Company is subject to the periodic reporting requirements of Section 13(a) and Section 15(d) of the 1934 Act. (c) As of its filing date (or, if amended Filing has been revised or superseded by a filing subsequent Company SEC Filing filed prior to the date hereof, on the date of such filing), each Company SEC Document filed pursuant to the 1934 Act Filing did not, and each Company SEC Document filed subsequent to at the date hereof and prior to the earlier of the Closing Date and the date of the termination of this Agreement will nottime it was filed, contain any untrue statement of a material fact or omit to state any a 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; provided. No Company Subsidiary is subject to the periodic reporting requirements of the Exchange Act. The Company has made available to Parent correct and complete copies of all material correspondence between the SEC, howeveron the one hand, that the foregoing does not apply to statements in or omissions from any such document based upon and the Company Disclosure Information. (d) Each and any of the Company Subsidiaries, on the other hand, occurring since January 1, 2009 and prior to the date hereof. As of the date hereof, there are no outstanding or unresolved comments in comment letters from the SEC staff with respect to any of the Company SEC Document that is a registration statement, as amended or supplemented, if applicable, filed pursuant to Filings. To the 1933 ActKnowledge of the Company, as of the date such registration statement hereof, none of the Company SEC Filings is the subject of ongoing SEC review, outstanding SEC comment or amendment became effective, did not contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein not misleading; provided, however, that the foregoing does not apply to statements in or omissions from any such document based upon the Parent Disclosure Informationoutstanding SEC investigation.

Company SEC Filings. (a) The Company has timely filed with or furnished to the SEC, and has heretofore made available (provided, that all reports, schedules, forms, statements, prospectusesdocuments filed by Company electronically with the SEC and publicly available will be deemed available) to Parent true and complete copies of each form, registration statements statement, report, schedule, proxy or information statement and other documentsdocuments (including exhibits and amendments thereto, as such documents may be amended, supplemented or restated, but excluding preliminary materials) required to be filed with or furnished to the SEC by the Company since January 1, 2016 2001 under the Securities Act or the Exchange Act (collectively, together with any exhibits and schedules thereto and other information incorporated thereinthe “Company SEC Filings”). As of their respective dates, the "Company SEC Documents"). Filings (ba) As of its filing date (or, if amended, by a filing prior to the date hereof, on the date of such filing), each Company SEC Document complied, and each Company SEC Document filed subsequent to the date hereof and prior to the earlier of the Closing Date and the termination of this Agreement will comply on its face, as to form complied in all material respects with the all applicable requirements of the 1933 Securities Act and the 1934 Exchange Act, as the case may be, at and the time of such filing. As of the date of this Agreement, there are no outstanding unresolved comments received from the staff applicable rules and regulations of the SEC with respect to any of the Company SEC Documents. To the Knowledge of the Company, none of the Company SEC Documents is the subject of ongoing SEC review, outstanding SEC comment or outstanding SEC investigation. No Subsidiary of the Company is subject to the periodic reporting requirements of Section 13(athereunder and (b) and Section 15(d) of the 1934 Act. (c) As of its filing date (or, if amended or superseded by a filing prior to the date hereof, on the date of such filing), each Company SEC Document filed pursuant to the 1934 Act did not, and each Company SEC Document filed subsequent to the date hereof and prior to the earlier of the Closing Date and the date of the termination of this Agreement will not, contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements made therein, in the light of the circumstances under which they were made, not misleading; provided, however, that the foregoing does not apply to statements in or omissions from any such document based upon the Company Disclosure Information. (d) Each Company SEC Document that is a registration statement, as amended or supplemented, if applicable, filed pursuant to the 1933 Act, as of the date such registration statement or amendment became effective, did not contain any untrue statement of a material fact or omit to state any a material fact required to be stated therein or necessary to make the statements therein therein, in light of the circumstances under which they were made, not misleading. (b) Company’s chief executive officer and chief financial officer have made all certifications (without qualification or exceptions to the matters certified) required by, and would be able to make such certifications (without qualification or exception to the matters certified) as of the date hereof as if required to be made as of such dates pursuant to, the Sxxxxxxx-Xxxxx Act of 2002 (the “Sxxxxxxx-Xxxxx Act”) and any related rules and regulations promulgated by the SEC, and the statements contained in any such certifications are complete and correct; provided, however, that the foregoing does not apply to statements in or omissions neither Company nor its officers has received notice from any Governmental Authority questioning or challenging the accuracy, completeness, form or manner of filing or submission of such document based upon certification. Company maintains “disclosure controls and procedures” (as defined in Rule 13a-14(c) under the Parent Disclosure InformationExchange Act); such disclosure controls and procedures are effective to ensure that all material information concerning Company and its Subsidiaries is made known on a timely basis to the individuals responsible for preparing Company’s SEC filings and other public disclosure and Company is otherwise in substantial compliance with all applicable effective provisions of the Sxxxxxxx-Xxxxx Act. (c) Since January 1, 2003, neither Company nor any of its Subsidiaries nor, to Company’s knowledge, any director, officer, auditor, accountant or representative of Company or any of its Subsidiaries, has received or otherwise had or obtained knowledge of any complaint, allegation, or claim, whether written or oral, regarding the accounting or auditing practices, procedures, methods or methodologies of Company or any of its Subsidiaries or their respective internal accounting controls. No attorney representing Company or any of its Subsidiaries, whether or not employed by Company or any of its Subsidiaries, has reported evidence of a violation of securities laws, breach of fiduciary duty or similar violation by Company or any of its officers, directors, employees or agents to Company’s board of directors or any committee thereof.

Company SEC Filings. (a) The Company has timely filed with or furnished to to, as applicable, the SEC, SEC all reports, schedules, of the forms, reports (including reports on Forms 8-K, 10-Q and 10-K), statements (including proxy statements), prospectuses, schedules and registration statements of the Company, and other documents, as such documents may be amended, supplemented or restated, required to be filed with or furnished to the SEC by the Company with the SEC under the Securities Act or the Exchange Act since January 1May 31, 2016 2012 together with all exhibits and schedules to the foregoing materials and all information incorporated therein by reference and all certifications required pursuant to the Xxxxxxxx-Xxxxx Act (collectively, together with any exhibits and schedules thereto and other information incorporated therein, the "“Company SEC Documents"Reports”). (b) . As of its their respective filing date dates (or, if amended, amended or superseded by a subsequent filing, as of the date of the last such amendment or superseding filing prior to the date hereof, on the date of such filingOriginal Agreement Date), each Company SEC Document complied, and each Report (including all Company SEC Document Documents that become effective, are filed subsequent to or are furnished after the date hereof and prior to the earlier of the Closing Date and the termination of this Original Agreement Date) complied or, if not yet effective, filed or furnished, will comply on its facecomply, as to form in all material respects with the applicable requirements of the 1933 Securities Act, the Exchange Act, the Xxxxxxxx-Xxxxx Act of 2002, as amended (“Xxxxxxxx-Xxxxx Act”) and the 1934 Act, as the case may be, at the time of such filing. As of the date of this Agreement, there are no outstanding unresolved comments received from the staff rules and regulations of the SEC with respect thereunder applicable to any such Company SEC Report. None of the Company SEC Documents. To Reports, including any financial statements, schedules or exhibits included or incorporated by reference therein at the Knowledge of the Company, none of the Company SEC Documents is the subject of ongoing SEC review, outstanding SEC comment or outstanding SEC investigation. No Subsidiary of the Company is subject to the periodic reporting requirements of Section 13(a) and Section 15(d) of the 1934 Act. (c) As of its filing date time they were filed (or, if amended or superseded by a subsequent filing, as of the date of the last such amendment or superseding filing prior to the date hereof, on the date of such filingOriginal Agreement Date), each Company SEC Document contained or, if not yet effective, filed pursuant to the 1934 Act did notor furnished, and each Company SEC Document filed subsequent to the date hereof and prior to the earlier of the Closing Date and the date of the termination of this Agreement will not, contain any untrue statement of a material fact or omitted or, if not yet effective, filed or furnished, will omit to state 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; provided, however, that the foregoing does not apply to statements in or omissions from any such document based upon the Company Disclosure Information. (d) Each Company SEC Document that is a registration statement, as amended or supplementedmisleading or, if applicable, filed pursuant to the 1933 Actwill be made, as not misleading. None of the date such registration statement or amendment became effective, did not contain any untrue statement of a material fact or omit to state any material fact Company’s Subsidiaries is required to be stated therein file or necessary furnish any forms, reports or other documents with the SEC. As of the Agreement Date, there are no outstanding or unresolved comments received from the SEC staff with respect to make any of the statements therein not misleading; provided, however, that the foregoing does not apply to statements in or omissions from any such document based upon the Parent Disclosure InformationCompany SEC Reports.

Company SEC Filings. (a) The Company has timely filed with or furnished to to, as applicable, the SEC, SEC all reports, schedules, of the forms, reports (including reports on Forms 8-K, 10-Q and 10-K), statements (including proxy statements), prospectuses, schedules and registration statements of the Company, and other documents, as such documents may be amended, supplemented or restated, required to be filed with or furnished to the SEC by the Company with the SEC under the Securities Act or the Exchange Act since January 1May 31, 2016 2012 together with all exhibits and schedules to the foregoing materials and all information incorporated therein by reference and all certifications required pursuant to the Xxxxxxxx-Xxxxx Act (collectively, together with any exhibits and schedules thereto and other information incorporated therein, the "“Company SEC Documents"Reports”). (b) . As of its their respective filing date dates (or, if amended, amended or superseded by a subsequent filing, as of the date of the last such amendment or superseding filing prior to the date hereof, on the date of such filingAgreement Date), each Company SEC Document complied, and each Report (including all Company SEC Document Documents that become effective, are filed subsequent to or are furnished after the date hereof and prior to the earlier of the Closing Date and the termination of this Agreement hereof) complied or, if not yet effective, filed or furnished, will comply on its facecomply, as to form in all material respects with the applicable requirements of the 1933 Securities Act, the Exchange Act, the Xxxxxxxx-Xxxxx Act of 2002, as amended (“Xxxxxxxx-Xxxxx Act”) and the 1934 Act, as the case may be, at the time of such filing. As of the date of this Agreement, there are no outstanding unresolved comments received from the staff rules and regulations of the SEC with respect thereunder applicable to any such Company SEC Report. None of the Company SEC Documents. To Reports, including any financial statements, schedules or exhibits included or incorporated by reference therein at the Knowledge of the Company, none of the Company SEC Documents is the subject of ongoing SEC review, outstanding SEC comment or outstanding SEC investigation. No Subsidiary of the Company is subject to the periodic reporting requirements of Section 13(a) and Section 15(d) of the 1934 Act. (c) As of its filing date time they were filed (or, if amended or superseded by a subsequent filing, as of the date of the last such amendment or superseding filing prior to the date hereof, on the date of such filingAgreement Date), each Company SEC Document contained or, if not yet effective, filed pursuant to the 1934 Act did notor furnished, and each Company SEC Document filed subsequent to the date hereof and prior to the earlier of the Closing Date and the date of the termination of this Agreement will not, contain any untrue statement of a material fact or omitted or, if not yet effective, filed or furnished, will omit to state 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; provided, however, that the foregoing does not apply to statements in or omissions from any such document based upon the Company Disclosure Information. (d) Each Company SEC Document that is a registration statement, as amended or supplementedmisleading or, if applicable, filed pursuant to the 1933 Actwill be made, as not misleading. None of the date such registration statement or amendment became effective, did not contain any untrue statement of a material fact or omit to state any material fact Company’s Subsidiaries is required to be stated therein file or necessary furnish any forms, reports or other documents with the SEC. As of the Agreement Date, there are no outstanding or unresolved comments received from the SEC staff with respect to make any of the statements therein not misleading; provided, however, that the foregoing does not apply to statements in or omissions from any such document based upon the Parent Disclosure InformationCompany SEC Reports.

Company SEC Filings. (a) The Company has timely filed with or furnished to the SECto, as applicable, all reports, schedules, of the forms, reports (including reports on Forms 8-K, 10-Q and 10-K), statements (including proxy statements), prospectuses, schedules and registration statements of the Company, and other documents, as such documents may be amended, supplemented or restated, required to be filed with or furnished to the SEC by the Company with the SEC since January 131, 2016 (collectively, 2011 together with any all exhibits and schedules thereto to the foregoing materials and other all information incorporated thereintherein by reference (collectively, the "Company SEC DocumentsReports"). (b) . As of its their respective filing date dates (or, if amended, amended or superseded by a subsequent filing, as of the date of the last such amendment or superseding filing prior to the date hereof, on the date of such filingAgreement Date), each Company SEC Document complied, and each Company SEC Document filed subsequent to the date hereof and prior to the earlier of the Closing Date and the termination of this Agreement will comply on its face, as to form Report complied in all material respects with the applicable requirements of the 1933 Securities Act, the Exchange Act, the Xxxxxxxx-Xxxxx Act of 2002, as amended ("Xxxxxxxx-Xxxxx Act") and the 1934 Act, as the case may be, at the time of such filing. As of the date of this Agreement, there are no outstanding unresolved comments received from the staff rules and regulations of the SEC with respect thereunder applicable to any such Company SEC Report. None of the Company SEC Documents. To Reports, including any financial statements, schedules or exhibits included or incorporated by reference therein at the Knowledge of the Company, none of the Company SEC Documents is the subject of ongoing SEC review, outstanding SEC comment or outstanding SEC investigation. No Subsidiary of the Company is subject to the periodic reporting requirements of Section 13(a) and Section 15(d) of the 1934 Act. (c) As of its filing date time they were filed (or, if amended or superseded by a subsequent filing, as of the date of the last such amendment or superseding filing prior to the date hereof, on the date of such filingAgreement Date), each Company SEC Document filed pursuant to the 1934 Act did not, and each Company SEC Document filed subsequent to the date hereof and prior to the earlier of the Closing Date and the date of the termination of this Agreement will not, contain contained any untrue statement of a material fact or omit omitted to state any a 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; provided. None of the Company's Subsidiaries is required to file or furnish any forms, howeverreports or other documents with the SEC. As of the Agreement Date, that there are no outstanding or unresolved comments in comment letters from the foregoing does not apply SEC staff with respect to statements in or omissions from any such document based upon of the Company Disclosure Information. (d) Each SEC Reports. To the Company's Knowledge, none of the Company SEC Document that Reports is a registration statement, as amended the subject of ongoing SEC review or supplemented, if applicable, filed pursuant to the 1933 Act, as of the date such registration statement or amendment became effective, did not contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein not misleading; provided, however, that the foregoing does not apply to statements in or omissions from any such document based upon the Parent Disclosure Informationoutstanding SEC investigation.

Company SEC Filings. (a) The Company has filed with or furnished to the SEC, all reports, schedules, forms, statements, prospectuses, registration statements and other documents, as such documents may be amended, supplemented or restated, required to be filed with or furnished to the SEC by the Company since January 1, 2016 (collectively, together with any exhibits and schedules thereto and other information incorporated therein, the "“Company SEC Documents"”). (b) As of its filing date (or, if amended, by a filing prior to the date hereof, on the date of such filing), each Company SEC Document complied, and each Company SEC Document filed subsequent to the date hereof and prior to the earlier of the Closing Date and the termination of this Agreement will comply on its face, as to form in all material respects with the applicable requirements of the 1933 Act and the 1934 Act, as the case may be, at the time of such filing. As of the date of this Agreement, there are no outstanding unresolved comments received from the staff of the SEC with respect to any of the Company SEC Documents. To the Knowledge of the Company, none of the Company SEC Documents is the subject of ongoing SEC review, outstanding SEC comment or outstanding SEC investigation. No Subsidiary of the Company is subject to the periodic reporting requirements of Section 13(a) and Section 15(d) of the 1934 Act. (c) As of its filing date (or, if amended or superseded by a filing prior to the date hereof, on the date of such filing), each Company SEC Document filed pursuant to the 1934 Act did not, and each Company SEC Document filed subsequent to the date hereof and prior to the earlier of the Closing Date and the date of the termination of this Agreement will not, contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements made therein, in the light of the circumstances under which they were made, not misleading; provided, however, that the foregoing does not apply to statements in or omissions from any such document based upon the Company Disclosure Information. (d) Each Company SEC Document that is a registration statement, as amended or supplemented, if applicable, filed pursuant to the 1933 Act, as of the date such registration statement or amendment became effective, did not contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein not misleading; provided, however, that the foregoing does not apply to statements in or omissions from any such document based upon the Parent Disclosure Information.