Common use of Company SEC Reports Clause in Contracts

Company SEC Reports. The Company has filed with or furnished to the SEC all forms, reports and documents that have been required to be filed by it pursuant to applicable Laws since September 15, 2021 and prior to the date of this Agreement (such forms, reports and documents, the “Company SEC Reports”). Each Company SEC Report complied as to form, as of its filing date, or, if amended or superseded by a subsequent filing made prior to the date of this Agreement, as of the date of the last such amendment or superseding filing prior to the date of this Agreement, in all material respects with the applicable requirements of the Securities Act or the Exchange Act, as the case may be, each as in effect on the date that such Company SEC Report was filed. True, correct and complete copies of all Company SEC Reports are publicly available in the Electronic Data Gathering, Analysis and Retrieval database of the SEC. As of its filing date (or, if amended or superseded by a filing prior to the date of this Agreement, on the date of such amended or superseded filing), each Company SEC Report did not contain any untrue statement of a material fact or omit to state any material fact necessary in order to make the statements made therein, in the light of the circumstances under which they were made, not misleading. No Subsidiary of the Company is required to file any forms, reports or documents with the SEC.

Company SEC Reports. The Company has filed with or furnished to the SEC all forms, reports and documents that have been required to be filed by it pursuant to applicable Laws since September 15, 2021 the Lookback Date and prior to the date of this Agreement (such forms, reports and documents, the “Company SEC Reports”). Each Company SEC Report complied as to form, as of its filing date, or, if amended or superseded by a subsequent filing made prior to the date of this Agreement, as of the date of the last such amendment or superseding filing prior to the date of this Agreement, in all material respects with the applicable requirements of the Securities Act or the Exchange Act, as the case may be, each as in effect on the date that such Company SEC Report was filed. True, correct and complete copies of all Company SEC Reports are publicly available in the Electronic Data Gathering, Analysis and Retrieval database of the SEC. As of its filing date (or, if amended or superseded by a filing prior to the date of this Agreement, on the date of such amended or superseded filing), each Company SEC Report did not contain any untrue statement of a material fact or omit to state any material fact necessary in order to make the statements made therein, in the light of the circumstances under which they were made, not misleading. No Subsidiary of the Company is required to file any forms, reports or documents with the SEC.

Company SEC Reports. The Company has filed with the Commission, and has heretofore made available to Xxxxxx true and complete copies of, each form, registration statement, report, schedule, proxy or furnished information statement and other document, as amended (including exhibits thereto), including, without limitation, its Annual Reports to the SEC all formsStockholders incorporated by reference in certain of such reports, reports but excluding any preliminary proxy materials and documents that have been pre-effective amendments to registration statements, required to be filed by it pursuant to applicable Laws with the Commission since September 15June 30, 2021 and prior to 1995 under the date Securities Act of this Agreement 1933, as amended (such formsthe "Securities Act"), reports and documentsor the Exchange Act (collectively, the “"Company SEC Reports”"). Each As of the respective dates such Company SEC Report complied as to form, as of its filing date, Reports were filed or, if amended or superseded by a subsequent filing made prior to the date of this Agreementany such Company SEC Reports were amended, as of the date such amendment was filed, each of the last such amendment Company SEC Reports, including, without limitation, any financial statements or superseding filing prior to the date of this Agreementschedules included therein, (a) complied, in all material respects respects, with the all applicable requirements of the Securities Act or and the Exchange Act, as the case may be, each as in effect on and the date that such Company SEC Report was filed. Trueapplicable rules and regulations promulgated thereunder, correct and complete copies of all Company SEC Reports are publicly available in the Electronic Data Gathering, Analysis and Retrieval database of the SEC. As of its filing date (or, if amended or superseded by a filing prior to the date of this Agreement, on the date of such amended or superseded filing), each Company SEC Report b) 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 in order to make the statements made therein, in the light of the circumstances under which they were made, not misleading. No Subsidiary of the Company is required to file any forms, reports or documents with the SEC.

Company SEC Reports. The Company and each of its Subsidiaries has furnished or filed with the SEC each final registration statement, prospectus, report, schedule and definitive proxy statement required to be filed with or furnished to the SEC all formsby the Company or such Subsidiary, reports and documents that have been required to be filed by it pursuant to applicable Laws since September 15the Securities Act of 1933, 2021 as amended (the “Securities Act”) or the Securities Exchange Act of 1934, as amended (the “Exchange Act”) from and after December 31, 2008 and prior to the date of this Agreement (such forms, reports and documents, the “Company SEC Reports”). Each Company SEC Report complied as to form, as of its filing date, or, if amended or superseded by a subsequent filing made prior to the date of this Agreement, as of the date of the last such amendment or superseding filing prior to the date of this Agreement, in all material respects with the applicable requirements of the Securities Act or the Exchange Act, as the case may be, each as in effect on the date that No such Company SEC Report was filed. TrueReport, correct and complete copies of all Company SEC Reports are publicly available at the time so filed or furnished (and, in the Electronic Data Gathering, Analysis case of registration statements and Retrieval database of the SEC. As of its filing date (or, if amended or superseded by a filing prior to the date of this Agreementproxy statements, on the date dates of such amended or superseded filingeffectiveness and the dates of the relevant meetings, respectively), each Company SEC Report did not contain contained any untrue statement of a material fact or omit omitted 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 in which they were made, not misleading. As of their respective dates, all Company SEC Reports complied as to form in all material respects with the published rules and regulations of the SEC with respect thereto. There are no outstanding or unresolved comments in comment letters received by the Company from the SEC staff with respect to the Company SEC Reports as of the date of this Agreement. No Subsidiary executive officer of the Company is has failed in any respect to make the certifications required to file any forms, reports of him or documents with her under Section 302 or 906 of the SECXxxxxxxx-Xxxxx Act of 2002.

Company SEC Reports. The Company has filed with or furnished the SEC and made available to the SEC all formsInvestor true and complete copies of each registration statement, reports report and documents that have been proxy or information statement (including exhibits and any amendments thereto) filed or required to be filed by it pursuant the Company with the SEC since January 1, 2001 (collectively with the quarterly report on Form 10-Q for the three months ended September 30, 2002 to applicable Laws since September 15, 2021 and prior to be filed on the date of this Agreement (such forms, reports and documentshereof, the “"COMPANY SEC REPORTS"). As of the respective dates the Company SEC Reports”). Each Reports were filed with the SEC or amended, each of the Company SEC Report Reports (a) complied as to form, as of its filing date, or, if amended or superseded by a subsequent filing made prior to the date of this Agreement, as of the date of the last such amendment or superseding filing prior to the date of this Agreement, form in all material respects with the all applicable requirements of the Securities Act or the and Exchange Act, as and the case may berules and regulations promulgated thereunder, each as in effect on the date that such Company SEC Report was filed. True, correct and complete copies of all Company SEC Reports are publicly available in the Electronic Data Gathering, Analysis and Retrieval database of the SEC. As of its filing date (or, if amended or superseded by a filing prior to the date of this Agreement, on the date of such amended or superseded filing), each Company SEC Report b) 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 in order to make the statements made therein, in the light of the circumstances under which they were made, not misleading. No Subsidiary ; PROVIDED, HOWEVER, that clause (b) shall not extend to exhibits thereto or documents incorporated by reference therein, except to the extent a statement or omission in such exhibit or document would cause to be untrue a statement of a material fact in the body of such Company is SEC Report or would cause to be omitted from the body of such Company SEC Report a material fact required to file any forms, reports be stated therein or documents with necessary to make the SECstatements made in the body of such Company SEC Report not misleading.

Company SEC Reports. The Company has filed with or furnished made available to the SEC Investor (i) the Company's Annual Report on Form 10-KSB for the year ended Xxxxx 00, 0000 (xx) the Company's Quarterly Report on Form 10-QSB for the quarter ended June 30, 1999, (iii) the proxy statements relating to the Company's 1999 meeting of stockholders and (iv) all forms, other reports and documents that have been required to be filed by it pursuant to applicable Laws since September 15, 2021 and or registration statements (as amended or supplemented prior to the date of this Agreement hereof), filed by the Company with the Securities and Exchange Commission (such formsthe "SEC") since April 1, reports 1999, including all exhibits thereto and documents, items incorporated therein by reference (items (i) through (iv) being referred to as the “"Company SEC Reports”"). Each Company SEC Report complied as to formAs of their respective dates, as of its filing date, or, if amended or superseded by a subsequent filing made prior to the date of this Agreement, as of the date of the last such amendment or superseding filing prior to the date of this Agreement, in all material respects with the applicable requirements of the Securities Act or the Exchange Act, as the case may be, each as in effect on the date that such Company SEC Report was filed. True, correct and complete copies of all Company SEC Reports are publicly available in the Electronic Data Gathering, Analysis and Retrieval database of the SEC. As of its filing date (or, if amended or superseded by a filing prior to the date of this Agreement, on the date of such amended or superseded filing), each Company SEC Report 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 in order to make the statements made therein, in the light of the circumstances under which they were made, not misleading. No Subsidiary of Since April 1, 1997, the Company is required to file any formshas filed all material forms (with necessary amendments), reports or and documents with the SECSEC required to be filed by it pursuant to the federal securities laws and the SEC rules and regulations thereunder, each of which complied as to form, at the time such form, report or document was filed, in all material respects with the applicable requirements of the federal securities laws and the applicable rules and regulations thereunder.

Company SEC Reports. The Company has filed with or furnished the SEC and made available to the SEC all formsInvestor true and complete copies of each registration statement, reports report and documents that have been proxy or information statement (including exhibits and any amendments thereto) filed or required to be filed by it pursuant the Company with the SEC since January 1, 2001 (collectively with the quarterly report on Form 10-Q for the three months ended September 30, 2002 to applicable Laws since September 15, 2021 and prior to filed on the date of this Agreement (such forms, reports and documentshereof, the “"COMPANY SEC REPORTS"). As of the respective dates the Company SEC Reports”). Each Reports were filed with the SEC or amended, each of the Company SEC Report Reports (a) complied as to form, as of its filing date, or, if amended or superseded by a subsequent filing made prior to the date of this Agreement, as of the date of the last such amendment or superseding filing prior to the date of this Agreement, form in all material respects with the all applicable requirements of the Securities Act or the and Exchange Act, as and the case may berules and regulations promulgated thereunder, each as in effect on the date that such Company SEC Report was filed. True, correct and complete copies of all Company SEC Reports are publicly available in the Electronic Data Gathering, Analysis and Retrieval database of the SEC. As of its filing date (or, if amended or superseded by a filing prior to the date of this Agreement, on the date of such amended or superseded filing), each Company SEC Report b) 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 in order to make the statements made therein, in the light of the circumstances under which they were made, not misleading. No Subsidiary ; PROVIDED, HOWEVER, that clause (b) shall not extend to exhibits thereto or documents incorporated by reference therein, except to the extent a statement or omission in such exhibit or document would cause to be untrue a statement of a material fact in the body of such Company is SEC Report or would cause to be omitted from the body of such Company SEC Report a material fact required to file any forms, reports be stated therein or documents with necessary to make the SECstatements made in the body of such Company SEC Report not misleading.

Company SEC Reports. The Company has filed with the SEC, and has heretofore made available to Parent and Purchaser true and complete copies of, each form, registration statement, report, schedule, proxy or furnished information statement and other document (including exhibits and amendments thereto), including without limitation its Annual Reports to the SEC all formsShareholders incorporated by reference in certain of such reports, reports and documents that have been required to be filed by it pursuant to applicable Laws with the SEC since September 1530, 2021 and prior to 1992 under the date Securities Act of this Agreement 1933, as amended (such formsthe "Securities Act"), reports and documentsor the Exchange Act (collectively, the “"Company SEC Reports”"). Each As of the respective dates such Company SEC Report complied as to form, as of its filing date, Reports were filed or, if amended or superseded by a subsequent filing made prior to the date of this Agreementany such Company SEC Reports were amended, as of the date such amendment was filed, each of the last such amendment Company SEC Reports, including without limitation any financial statements or superseding filing prior to the date of this Agreementschedules included therein, (a) complied in all material respects with the all applicable requirements of the Securities Act or and the Exchange Act, as the case may be, each as in effect on and the date that such Company SEC Report was filed. Trueapplicable rules and regulations promulgated thereunder, correct and complete copies of all Company SEC Reports are publicly available in the Electronic Data Gathering, Analysis and Retrieval database of the SEC. As of its filing date (or, if amended or superseded by a filing prior to the date of this Agreement, on the date of such amended or superseded filing), each Company SEC Report b) 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 in order to make the statements made therein, in the light of the circumstances under which they were made, not misleading. No Subsidiary None of the Company Subsidiaries is required to file any forms, reports or other documents with the SECSEC pursuant to Section 12 or 15 of the Exchange Act.

Company SEC Reports. The Company has filed with or furnished the SEC and made available to the SEC all formsInvestor true and complete copies of each registration statement, reports report and documents that have been proxy or information statement (including exhibits and any amendments thereto) filed or required to be filed by it pursuant the Company with the SEC since January 1, 2001 (collectively with the quarterly report on Form 10-Q for the three months ended September 30, 2002 to applicable Laws since September 15, 2021 and prior to be filed on the date of this Agreement (such forms, reports and documentshereof, the “Company SEC Reports”). Each As of the respective dates the Company SEC Report Reports were filed with the SEC or amended, each of the Company SEC Reports (a) complied as to form, as of its filing date, or, if amended or superseded by a subsequent filing made prior to the date of this Agreement, as of the date of the last such amendment or superseding filing prior to the date of this Agreement, form in all material respects with the all applicable requirements of the Securities Act or the and Exchange Act, as and the case may berules and regulations promulgated thereunder, each as in effect on the date that such Company SEC Report was filed. True, correct and complete copies of all Company SEC Reports are publicly available in the Electronic Data Gathering, Analysis and Retrieval database of the SEC. As of its filing date (or, if amended or superseded by a filing prior to the date of this Agreement, on the date of such amended or superseded filing), each Company SEC Report b) 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 in order to make the statements made therein, in the light of the circumstances under which they were made, not misleading. No Subsidiary ; provided, however, that clause (b) shall not extend to exhibits thereto or documents incorporated by reference therein, except to the extent a statement or omission in such exhibit or document would cause to be untrue a statement of a material fact in the body of such Company is SEC Report or would cause to be omitted from the body of such Company SEC Report a material fact required to file any forms, reports be stated therein or documents with necessary to make the SECstatements made in the body of such Company SEC Report not misleading.

Company SEC Reports. The Company has filed with or furnished to the SEC all registration ------------------- statements, forms, reports and other documents that have been required to be filed by it pursuant to applicable Laws the Company with the SEC since September 15January 1, 2021 1999, and prior to the date copies of this Agreement (such all registration statements, forms, reports and documentsother documents filed by the Company with the SEC since such date are publicly available. All such registration statements, forms, reports and other documents (including those that the “Company may file after the date hereof until the Closing) are referred to herein as the "Company SEC Reports”). Each ." The Company SEC Report complied as to formReports (i) were or will be filed on a timely basis, as of its filing date(ii) at the time filed, or, if amended were or superseded by a subsequent filing made prior to the date of this Agreement, as of the date of the last such amendment or superseding filing prior to the date of this Agreement, will be prepared in compliance in all material respects with the applicable requirements of the Securities Act or Act, and the Exchange Act, as the case may be, each as in effect on and the date that rules and regulations of the SEC thereunder applicable to such Company SEC Report was filed. TrueReports, correct and complete copies of all Company SEC Reports (iii) did not or will not at the time they were or are publicly available in the Electronic Data Gathering, Analysis and Retrieval database of the SEC. As of its filing date (filed or, if amended or superseded by a filing prior to the date of this Agreement, on the date of such amended amendment was or superseded filing), each Company SEC Report did not is filed contain any untrue statement of a material fact or omit to state any a material fact required to be stated in such Company SEC Reports or necessary in order to make the statements made thereinin such Company SEC Reports, in the light of the circumstances under which they were made, not misleading. No Subsidiary of the Company is required subject to file any forms, reports the reporting requirements of Section 15(d) of the Securities Act or documents with Section 13(a) of the SECExchange Act.