Common use of Company SEC Filings Clause in Contracts

Company SEC Filings. The Company has filed or otherwise transmitted to the SEC all required reports, schedules, forms, certifications, prospectuses, and registration, proxy and other statements required to be filed by it with the SEC, since December 31, 2015. None of the Retained Subsidiaries is required to file or furnish any reports with the SEC pursuant to the Exchange Act. As of their respective filing dates, or, if amended or superseded after the date of filing, as of the date of the last such amendment or applicable subsequent filing, each of the SEC Reports complied as to form in all material respects with the applicable requirements of the Exchange Act, and the applicable rules and regulations promulgated thereunder, each as in effect on the date so filed. Except to the extent amended or superseded by a subsequent filing with the SEC made prior to the date hereof, as of their respective dates (and if so amended or superseded, then as of the date of the last such amendment or applicable subsequent filing), none of the SEC Reports contained any untrue statement of a material fact or omitted to state a material fact required to be stated or incorporated by reference therein or necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading; provided, however, that no representation is made as to the accuracy of any financial projections or forward-looking statements or the completeness of any information furnished by the Company to the SEC solely for purposes of complying with Regulation FD under the Exchange Act. As of the date of this Agreement, there are no outstanding or unresolved comments received from the SEC with respect to any of the SEC Reports and, to the knowledge of the Company, none of the SEC Reports is the subject of any outstanding SEC investigation.

Company SEC Filings. The Company has timely filed or otherwise transmitted to the SEC furnished all required reports, schedules, forms, certifications, prospectuses, and registration, proxy reports and other statements documents required to be filed or furnished by it with under the SECSecurities Act or the Exchange Act, as the case may be, since December 31, 2015. None of 2008 (the Retained Subsidiaries is required to file or furnish any forms, documents, statements and reports filed with the SEC pursuant to since such date, including any amendments thereto, collectively, the Exchange Act“Company SEC Filings”). As Each Company SEC Filing (i) as of their respective filing datesits date, or, or if amended or superseded after the date of filingamended, as of the date of the last such amendment or applicable subsequent filingprior to the date hereof, each of the SEC Reports complied as to form in all material respects with the applicable requirements of the Exchange Securities Act, the Exchange Act and the applicable rules and regulations promulgated thereunderSarbanes Oxley Act, as the case may be, each as in effect on the date so the relevant Company SEC Filing was filed. Except , and (ii) except to the extent amended that information in any Company SEC Filing has been revised or superseded by a subsequent filing with the Company SEC made Filing prior to the date hereof, as of their respective dates (and if so amended or supersededdid not, then as of at the date of the last such amendment or applicable subsequent filing)time it was filed, none of the SEC Reports contained contain any untrue statement of a material fact or omitted omit to state a material fact required to be stated or incorporated by reference 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 no representation . No Company Subsidiary is made as subject to the accuracy periodic reporting requirements of any financial projections or forward-looking statements or the completeness of any information furnished by the Company to the SEC solely for purposes of complying with Regulation FD under the Exchange Act. The Company has made available to Parent correct and complete copies of all material correspondence between the SEC, on the one hand, and the Company 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 of this Agreementhereof, there are no outstanding or unresolved comments received in comment letters from the SEC staff with respect to any of the Company SEC Reports and, to Filings. To the knowledge Knowledge of the Company, as of the date hereof, none of the Company SEC Reports Filings is the subject of any ongoing SEC review, outstanding SEC comment or outstanding SEC investigation.

Company SEC Filings. The Company has timely filed with or otherwise transmitted to furnished to, as applicable, all of the SEC all required reports, schedules, forms, certificationsreports (including reports on Forms 8-K, prospectuses10-Q and 10-K), statements (including proxy statements), schedules and registration statements of the Company, and registration, proxy and other statements documents required to be filed or furnished by it with the SEC, since December 31, 2015. None of the Retained Subsidiaries is required to file or furnish any reports Company with the SEC pursuant since January 31, 2011 together with all exhibits and schedules to the Exchange Actforegoing materials and all information incorporated therein by reference (collectively, the "Company SEC Reports"). As of their respective filing dates, dates (or, if amended or superseded after the date of by a subsequent filing, as of the date of the last such amendment or applicable subsequent filingsuperseding filing prior to the Agreement Date), each of the Company SEC Reports Report complied as to form in all material respects with the applicable requirements of the Securities Act, the Exchange Act, the Xxxxxxxx-Xxxxx Act of 2002, as amended ("Xxxxxxxx-Xxxxx Act") and the applicable rules and regulations promulgated thereunderof the SEC thereunder applicable to such Company SEC Report. None of the Company SEC Reports, each as in effect on including any financial statements, schedules or exhibits included or incorporated by reference therein at the date so filed. Except to the extent time they were filed (or, if amended or superseded by a subsequent filing with the SEC made prior to the date hereoffiling, as of their respective dates (and if so amended or superseded, then as of the date of the last such amendment or applicable subsequent filingsuperseding filing prior to the Agreement Date), none of the SEC Reports contained any untrue statement of a material fact or omitted to state a material fact required to be stated or incorporated by reference therein or necessary in order to make the statements 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, however, that no representation is made as to reports or other documents with the accuracy of any financial projections or forward-looking statements or the completeness of any information furnished by the Company to the SEC solely for purposes of complying with Regulation FD under the Exchange ActSEC. As of the date of this AgreementAgreement Date, there are no outstanding or unresolved comments received in comment letters from the SEC staff with respect to any of the Company SEC Reports and, to the knowledge of Reports. To the Company's Knowledge, none of the Company SEC Reports is the subject of any ongoing SEC review or outstanding SEC investigation.