Common use of Company SEC Reports Clause in Contracts

Company SEC Reports. (a) Since March 31, 2008, the Company has filed all forms, reports, statements, schedules and other documents (including exhibits) with the SEC that were required to be filed by it under applicable Law (all such forms, reports, statements, schedules and other documents, together with any documents filed during any such periods by the Company with the SEC on a voluntary basis on Current Reports on Form 8-K and, in all cases, all exhibits and schedules thereto, the “Company SEC Reports”). As of its effective date (in the case of any Company SEC Report that is a registration statement filed pursuant to the Securities Act), as of its mailing date (in the case of any Company SEC Report that is a proxy statement) and as of its filing date (or, if amended or superseded by a filing prior to the date of this Agreement, on the date of such amended or superseded filing), (i) each Company SEC Report complied in all material respects with all applicable Law, including the applicable requirements of the Securities Act, the Exchange Act and the Xxxxxxxx-Xxxxx Act, each as in effect on the date such Company SEC Report was filed, mailed or effective, as applicable, and (ii) each Company SEC Report did 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. True and correct copies of all Company SEC Reports filed prior to the date hereof have been furnished to Parent or are publicly available in the Electronic Data Gathering, Analysis and Retrieval (XXXXX) database of the SEC. None of the Company’s Subsidiaries is required to file any forms, reports, statements, schedules or other documents (including exhibits) with the SEC. No executive officer of the Company has failed to make the certifications required of him under (A) Rule 13a-14 and 15d-14 of the Exchange Act or (B) Section 302 or 906 of the Xxxxxxxx-Xxxxx Act, with respect to any Company SEC Report, except as disclosed in certifications filed with the Company SEC Reports. Neither the Company nor any of its executive officers has received notice from any Government challenging or questioning the accuracy, completeness, form or manner of filing of such certifications. (b) The Company and each of its officers and directors are in compliance in all material respects with the applicable provisions of the Xxxxxxxx-Xxxxx Act. (c) The Company is in compliance in all material respects with the rules and regulations of FINRA and the OTCBB, in each case, that are applicable to the Company, including the OTCBB’s Eligibility Rule. (d) The Company has designed (and maintains) disclosure controls and procedures (as such term is defined in Rule 13a-15(e) and Rule 15d-15(e) under the Exchange Act) to ensure that all material information relating to the Company required to be disclosed by the Company in its reports that it files or furnishes under the Exchange Act, including its consolidated Subsidiaries, is made known on a timely basis to the Chief Executive Officer and the Chief Financial Officer of the Company by others within those entities as appropriate so that such persons may make the certifications required pursuant to Sections 302 and 906 of the Xxxxxxxx-Xxxxx Act.

Company SEC Reports. (a) Since March 31November 15, 20082007, the Company has filed all forms, reports, statements, schedules and other documents (including exhibits) with the SEC that were have been required to be filed by it under applicable Law Laws prior to the date hereof, and the Company will file prior to the Effective Time all forms, reports statements, schedules and other documents with the SEC that are required to be filed by it under applicable Laws prior to such time (all such forms, reports, statements, schedules reports and other documents, together with any documents filed during any such periods period by the Company with the SEC on a voluntary basis on Current Reports on Form 8-K and, in all cases, all exhibits and schedules thereto, the “Company SEC Reports”). As of its respective effective date dates (in the case of any Company SEC Report Reports that is a are registration statement statements filed pursuant to the Securities Act), as of its mailing date (in the case of any Company SEC Report that is a proxy statement) and as of its respective 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), (ia) each Company SEC Report complied complied, or will comply, as the case may be, as to form in all material respects with all applicable Law, including the applicable requirements of the Securities Act, the Exchange Act and the Xxxxxxxx-Xxxxx Act, Act each as in effect on the date such Company SEC Report was filedwas, mailed or will be, filed or effective, as applicable, and (iib) each Company SEC Report did not not, and will not, as the case may be, 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. True and correct copies of all Company SEC Reports filed prior to the date hereof have been furnished to Parent or are publicly available in the Electronic Data Gathering, Analysis and Retrieval (XXXXX) database of the SEC. None of the Company’s Subsidiaries is required to file any forms, reports, statements, schedules reports or other documents (including exhibits) with the SEC. No executive officer of the Company has failed to make the certifications required of him or her under (A) Rule 13a-14 and 15d-14 or 15d-15 of the Exchange Act or (B) Section 302 or 906 of the Xxxxxxxx-Xxxxx Act, Act with respect to any Company SEC Report, except as disclosed in certifications filed with the Company SEC Reports. Neither the Company nor any of its executive officers has received notice from any Government Governmental Authority challenging or questioning the accuracy, completeness, form or manner of filing of such certifications. (b) The . Since November 15, 2007, the Company and each of its officers and directors directors, have been and are in compliance in all material respects with (A) the applicable provisions of the Xxxxxxxx-Xxxxx Act. (c) The Company is in compliance in all material respects with Act and the rules and regulations promulgated thereunder and (B) the applicable listing and corporate governance rules and regulations of FINRA and the OTCBB, in each case, that are applicable to the Company, including the OTCBB’s Eligibility RuleNYSE. (d) The Company has designed (and maintains) disclosure controls and procedures (as such term is defined in Rule 13a-15(e) and Rule 15d-15(e) under the Exchange Act) to ensure that all material information relating to the Company required to be disclosed by the Company in its reports that it files or furnishes under the Exchange Act, including its consolidated Subsidiaries, is made known on a timely basis to the Chief Executive Officer and the Chief Financial Officer of the Company by others within those entities as appropriate so that such persons may make the certifications required pursuant to Sections 302 and 906 of the Xxxxxxxx-Xxxxx Act.

Company SEC Reports. (a) Since March 31, 2008, the The Company has filed with or furnished to the SEC all forms, reports, statements, schedules reports and other documents (including exhibits) with the SEC that were have been required to be filed by it under pursuant to applicable Law Laws since the Lookback Date and prior to the date of this Agreement (all such forms, reports, statements, schedules reports and other documents, together with any documents filed during any such periods by the Company with the SEC on a voluntary basis on Current Reports on Form 8-K and, in all cases, all exhibits and schedules thereto, the “Company SEC Reports”). As of its effective date (in the case of any Each Company SEC Report that is a registration statement filed pursuant to the Securities Act)complied, as of its mailing 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 of any may be, each as in effect on the date that such Company SEC Report that is a proxy statement) and as was filed. 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), (i) each Company SEC Report complied in all material respects with all applicable Law, including the applicable requirements of the Securities Act, the Exchange Act and the Xxxxxxxx-Xxxxx Act, each as in effect on the date such Company SEC Report was filed, mailed or effective, as applicable, and (ii) each Company SEC Report did 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. True and correct copies of all Company SEC Reports filed prior to the date hereof have been furnished to Parent or are publicly available in the Electronic Data Gathering, Analysis and Retrieval (XXXXX) database No Subsidiary of the SEC. None of the Company’s Subsidiaries Company is required to file any forms, reports, statements, schedules reports or other documents (including exhibits) with the SEC. No executive officer As of the Company has failed to make date hereof, there are no outstanding or unresolved comments in comment letters received from the certifications required of him under (A) Rule 13a-14 and 15d-14 of the Exchange Act or (B) Section 302 or 906 of the Xxxxxxxx-Xxxxx Act, SEC with respect to any Company SEC Report, except as disclosed in certifications filed with the Company SEC Reports. Neither As of the date hereof, none of the Company nor any of its executive officers has received notice from any Government challenging or questioning the accuracySEC Reports (other than confidential treatment requests) is, completeness, form or manner of filing of such certifications. (b) The Company and each of its officers and directors are in compliance in all material respects with the applicable provisions of the Xxxxxxxx-Xxxxx Act. (c) The Company is in compliance in all material respects with the rules and regulations of FINRA and the OTCBB, in each case, that are applicable to the Company’s Knowledge, including the OTCBB’s Eligibility Rulesubject of ongoing SEC review. (d) The Company has designed (and maintains) disclosure controls and procedures (as such term is defined in Rule 13a-15(e) and Rule 15d-15(e) under the Exchange Act) to ensure that all material information relating to the Company required to be disclosed by the Company in its reports that it files or furnishes under the Exchange Act, including its consolidated Subsidiaries, is made known on a timely basis to the Chief Executive Officer and the Chief Financial Officer of the Company by others within those entities as appropriate so that such persons may make the certifications required pursuant to Sections 302 and 906 of the Xxxxxxxx-Xxxxx Act.

Company SEC Reports. (a) Since March 31, 2008, the The Company has filed all forms, reports, statements, schedules reports and other documents (including exhibits) with the SEC that were have been required to be filed by it under applicable Law laws prior to the date hereof, and the Company will file prior to the Effective Time all forms, reports and documents with the SEC that are required to be filed by it under applicable laws prior to such time (all such forms, reports, statements, schedules reports and other documents, together with any documents filed during any such periods by the Company with the SEC on a voluntary basis on Current Reports on Form 8-K and, in all cases, all exhibits and schedules thereto, the “Company SEC Reports”). As of its effective date (in the case of any Each Company SEC Report that is a registration statement filed pursuant to complied, or will comply, as the Securities Act)case may be, as of its mailing date (filing date, in all material respects with the applicable requirements of the Securities Act or the Exchange Act, as the case of any may be, each as in effect on the date such Company SEC Report that is a proxy statementwas, or will be, filed. True and correct copies of all Company SEC Reports filed prior to the date hereof have been furnished to Newco or are publicly available in the Electronic Data Gathering, Analysis and Retrieval (XXXXX) and as 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), (i) each Company SEC Report complied in all material respects with all applicable Law, including the applicable requirements of the Securities Act, the Exchange Act and the Xxxxxxxx-Xxxxx Act, each as in effect on the date such Company SEC Report was filed, mailed or effective, as applicable, and (ii) each Company SEC Report did not and 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. True and correct copies of all Company SEC Reports filed prior to the date hereof have been furnished to Parent or are publicly available in the Electronic Data Gathering, Analysis and Retrieval (XXXXX) database of the SEC. None of the Company’s Subsidiaries is required to file any forms, reports, statements, schedules reports or other documents (including exhibits) with the SEC. No executive officer of the Company has failed to make the certifications required of him or her under (A) Rule 13a-14 and 15d-14 of the Exchange Act or (B) Section 302 or 906 of the Xxxxxxxx-Xxxxx Act, Act with respect to any Company SEC Report, except as disclosed in certifications filed with the Company SEC Reports. Neither the Company nor any of its executive officers has received notice from any Government Governmental Authority challenging or questioning the accuracy, completeness, form or manner of filing of such certifications. (b) The Company and each of its officers and directors are in compliance in all material respects with the applicable provisions of the Xxxxxxxx-Xxxxx Act. (c) The Company is in compliance in all material respects with the rules and regulations of FINRA and the OTCBB, in each case, that are applicable to the Company, including the OTCBB’s Eligibility Rule. (d) The Company has designed (and maintains) disclosure controls and procedures (as such term is defined in Rule 13a-15(e) and Rule 15d-15(e) under the Exchange Act) to ensure that all material information relating to the Company required to be disclosed by the Company in its reports that it files or furnishes under the Exchange Act, including its consolidated Subsidiaries, is made known on a timely basis to the Chief Executive Officer and the Chief Financial Officer of the Company by others within those entities as appropriate so that such persons may make the certifications required pursuant to Sections 302 and 906 of the Xxxxxxxx-Xxxxx Act.

Company SEC Reports. (a) Since March 31The Company has timely filed with, 2008or furnished to, as applicable, the Company has filed SEC all forms, reports, statements, schedules reports and other documents (including exhibits) with the SEC that were required to be filed or furnished by it under applicable Law since October 1, 2007 (all such forms, reports, statements, schedules reports and other documents, together with any documents filed during any such periods period by the Company with the SEC on a voluntary basis on Current Reports on Form 8-K and, in all cases, all exhibits and schedules thereto, the “Company SEC Reports”). As , each of its effective date (which complied in the case of any Company SEC Report that is a registration statement filed pursuant to the Securities Act)all material respects, as of its mailing date (in the case of any Company SEC Report that is a proxy statement) and 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), (i) each Company SEC Report complied in all material respects with all applicable Law, including the applicable requirements of the Securities Act or the Exchange Act, as the Exchange Act and the Xxxxxxxx-Xxxxx Actcase may be, each as in effect on the date such Company SEC Report was filed, mailed except as otherwise disclosed in any such Company SEC Report. As of its filing date (or, if amended or effectivesuperseded by a filing prior to the date of this Agreement, as applicableon the date of such amended or superseded filing), and (ii) each Company SEC Report Report, including any financial statements or schedules included or incorporated by reference therein, did 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. True and correct copies of all Company SEC Reports filed prior to the date hereof have been furnished to Parent or are publicly available in the Electronic Data Gathering, Analysis and Retrieval (XXXXX) database of the SEC. None of the Company’s Subsidiaries is required to file any forms, reports, statements, schedules reports or other documents (including exhibits) with the SEC. No executive officer of the Company has failed in any respect to make the certifications required of him or her under (A) Rule 13a-14 and 15d-14 of the Exchange Act or (B) Section 302 or 906 of the Xxxxxxxx-Xxxxx Act of 2002 (the “Xxxxxxxx-Xxxxx Act, ”) with respect to any Company SEC Report, except as disclosed in certifications filed with the Company SEC Reports. Neither and neither the Company nor any of its executive officers has received notice from any Government Governmental Entity challenging or questioning the accuracy, completeness, form or manner of filing of such certifications. (b) The Company and each of its officers and directors are in compliance in all material respects with the applicable provisions of the Xxxxxxxx-Xxxxx Act. (c) The Company is in compliance in all material respects with the rules and regulations of FINRA and the OTCBB, in each case, that are applicable to the Company, including the OTCBB’s Eligibility Rule. (d) The Company has designed (and maintains) disclosure controls and procedures (as such term is defined in Rule 13a-15(e) and Rule 15d-15(e) under the Exchange Act) to ensure that all material information relating to the Company required to be disclosed by the Company in its reports that it files or furnishes under the Exchange Act, including its consolidated Subsidiaries, is made known on a timely basis to the Chief Executive Officer and the Chief Financial Officer of the Company by others within those entities as appropriate so that such persons may make the certifications required pursuant to Sections 302 and 906 of the Xxxxxxxx-Xxxxx Act.

Company SEC Reports. (a) Each registration statement, report, proxy statement or information statement prepared by the Company since January 1, 2011 (including exhibits, annexes, and any amendments thereto) is available on the Electronic Data Gathering, Analysis, and Retrieval system (“XXXXX”) maintained by the SEC, or otherwise made available to Parent in the form filed with the SEC. Since March 31January 1, 20082011, the Company has timely filed and furnished all forms, reports, statements, schedules reports and other documents (including exhibits) with the SEC that were have been required to be filed or furnished by it under applicable Law Laws prior to the date hereof (all such forms, reports, statements, schedules reports and other documents, together with any documents filed during any such periods by the Company with the SEC on a voluntary basis on Current Reports on Form 8-K and, in all cases, all exhibits and schedules thereto, the “Company SEC Reports”). As of its effective date (in the case of any Company SEC Report that is a registration statement filed pursuant to the Securities Act), as of its mailing date (in the case of any Company SEC Report that is a proxy statement) and 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), (i) each Company SEC Report complied as to form in all material respects with all applicable Law, including the applicable requirements of the Securities Act or the Exchange Act, as the Exchange Act and the Xxxxxxxx-Xxxxx Actcase may be, each as in effect on the date such Company SEC Report was filed, mailed or effective, as applicable, and (ii) each Company SEC Report did not not, and any Company SEC Reports filed with the SEC subsequent to the date 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. True and correct copies of all , provided that no representation or warranty is made in this Section 4.8(a) with respect to any Company SEC Reports filed prior to in connection with the date hereof have been furnished to Parent or transactions contemplated by this Agreement, which are publicly available covered solely in the Electronic Data Gathering, Analysis and Retrieval (XXXXX) database of the SECSection 4.28. None of the Company’s Subsidiaries is required to file any forms, reports, statements, schedules reports or other documents (including exhibits) with the SEC. No Since January 1, 2011, no executive officer of the Company has failed to make the certifications required of him or her under (A) Rule 13a-14 and 15d-14 of the Exchange Act or (B) Section 302 or 906 of the Xxxxxxxx-Xxxxx Act, Act with respect to any Company SEC Report, except as disclosed in certifications filed with the Company SEC Reports. Neither Since January 1, 2011, neither the Company nor any of its executive officers has received notice from any Government Governmental Authority challenging or questioning the accuracy, completeness, form or manner of filing of such certifications. (b) The Company has heretofore furnished to Parent and each Acquisition Sub complete and correct copies of its officers and directors are in compliance in all material respects any correspondence with the applicable provisions of the XxxxxxxxSEC with respect to previously-Xxxxx Actfiled Company SEC Reports since January 1, 2011, except for such correspondence that is available on XXXXX. (c) The Company is in compliance in all material respects with the rules and regulations of FINRA and the OTCBB, in each case, that are applicable to the Company, including the OTCBB’s Eligibility Rule. (d) The Company has designed (and maintains) disclosure controls and procedures (as such term is defined in Rule 13a-15(e) and Rule 15d-15(e) under the Exchange Act) to ensure that all material information relating to the Company required to be disclosed by the Company in its reports that it files or furnishes under the Exchange Act, including its consolidated Subsidiaries, is made known on a timely basis to the Chief Executive Officer and the Chief Financial Officer of the Company by others within those entities as appropriate so that such persons may make the certifications required pursuant to Sections 302 and 906 of the Xxxxxxxx-Xxxxx Act.

Company SEC Reports. (a) Each registration statement, report, proxy statement or information statement prepared by the Company and filed with the SEC since January 1, 2013 (including exhibits, annexes, and any amendments thereto) is available on the Electronic Data Gathering, Analysis, and Retrieval system maintained by the SEC, or otherwise made available to LKQ and Parent in the form filed with the SEC. Since March 31January 1, 20082013, the Company has timely filed all forms, reports, statements, schedules reports and other documents (including exhibits) with the SEC that were have been required to be filed by it under applicable Law Laws prior to the date hereof (all such forms, reports, statements, schedules reports and other documents, together with any documents filed during any such periods by the Company with the SEC on a voluntary basis on Current Reports on Form 8-K and, in all cases, all exhibits and schedules thereto, the “Company SEC Reports”). As of its effective date (in the case of any Company SEC Report that is a registration statement filed pursuant to the Securities Act), as of its mailing date (in the case of any Company SEC Report that is a proxy statement) and as of its filing date (or, if amended or superseded by a filing prior to the date of this Agreementfiling, on the date of such amended or superseded filing), (i) each Company SEC Report complied as to form in all material respects with all applicable Law, including the applicable requirements of the Securities Act or the Exchange Act, as the Exchange Act and the Xxxxxxxx-Xxxxx Actcase may be, each as in effect on the date such Company SEC Report was filed, mailed filed (or effective, as applicableso amended or superseded), and (ii) each such Company SEC Report did 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. True and correct copies of all , provided that no representation or warranty is made in this Section 4.8 with respect to any Company SEC Reports filed prior to in connection with the date hereof have been furnished to Parent or transactions contemplated by this Agreement, which are publicly available covered solely in the Electronic Data Gathering, Analysis and Retrieval (XXXXX) database of the SECSection 4.30. None of the Company’s Subsidiaries is required to file any forms, reports, statements, schedules reports or other documents (including exhibits) with the SEC. No Since January 1, 2013, no executive officer of the Company has failed to make the certifications required of him or her under (A) Rule 13a-14 and 15d-14 of the Exchange Act or (B) Section 302 or 906 of the Xxxxxxxx-Xxxxx Act, Act with respect to any Company SEC Report, except as disclosed in certifications filed with the Company SEC Reports. Neither , and since January 1, 2013, neither the Company nor any of its executive officers has received written notice from any Government Governmental Authority challenging or questioning the accuracy, completeness, form or manner of filing of such certifications. (b) The Company has heretofore furnished to LKQ, Parent and each Acquisition Sub complete and correct copies of its officers and directors are in compliance in all material respects any correspondence with the applicable provisions of SEC with respect to Company SEC Reports filed since January 1, 2013, except for such correspondence that is available on the Xxxxxxxx-Xxxxx Act. (c) The Company is in compliance in all material respects with the rules Electronic Data Gathering, Analysis and regulations of FINRA and the OTCBB, in each case, that are applicable to the Company, including the OTCBB’s Eligibility Rule. (d) The Company has designed (and maintains) disclosure controls and procedures (as such term is defined in Rule 13a-15(e) and Rule 15d-15(e) under the Exchange Act) to ensure that all material information relating to the Company required to be disclosed Retrieval System maintained by the Company in its reports that it files or furnishes under the Exchange Act, including its consolidated Subsidiaries, is made known on a timely basis to the Chief Executive Officer and the Chief Financial Officer of the Company by others within those entities as appropriate so that such persons may make the certifications required pursuant to Sections 302 and 906 of the Xxxxxxxx-Xxxxx ActSEC.

Company SEC Reports. (a) Since March 31August 1, 20082014, the Company has filed or furnished (as applicable) all forms, reports, statementsschedules, schedules statements and other documents (including exhibits) with the SEC that were have been required to be filed or furnished (as applicable) by it under applicable Law Laws prior to the date hereof (all such forms, reports, statementsschedules, schedules statements and other documents, as amended and supplemented, and together with any documents filed during any such periods by the Company with the SEC on a voluntary basis on Current Reports on Form 8-K and, in all cases, all exhibits and schedules thereto, the “Company SEC Reports”). As of its effective date (in the case of any Company SEC Report that is a registration statement filed pursuant to the Securities Act), as of its mailing date (in the case of any Company SEC Report that is a proxy statement) and 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), (ia) each Company SEC Report complied as to form in all material respects with all applicable Law, including the applicable requirements of the Securities Act, the Exchange Act and or the Xxxxxxxx-Xxxxx Act, as the case may be (including, in each case, the rules and regulations promulgated thereunder), each as in effect on the date such Company SEC Report was filed, mailed or effective, as applicable, and (iib) each Company SEC Report did 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. True and correct copies of all Company SEC Reports filed prior to the date hereof have been furnished to Parent or are publicly available in the Electronic Data Gathering, Analysis and Retrieval (XXXXX) database of the SEC. None of the Company’s Subsidiaries is required to file or furnish (as applicable) any forms, reports, statements, schedules reports or other documents (including exhibits) with the SEC or any foreign Governmental Authority that performs a similar function to that of the SEC. No executive officer of the Company has failed to make the certifications required of him or her under (A) Rule 13a-14 and 15d-14 of the Exchange Act or (B) Section 302 or Section 906 of the Xxxxxxxx-Xxxxx Act, Act with respect to any Company SEC Report, except as disclosed in certifications filed with the Company SEC Reports. Neither the Company nor any of its executive officers has received notice from any Government Governmental Authority challenging or questioning the accuracy, completeness, form or manner of filing of such certifications. (b) The Company and each of its officers and directors are in compliance in all material respects with the applicable provisions . As of the Xxxxxxxx-Xxxxx Act. (c) The date of this Agreement, there are no outstanding or unresolved comments in the comment letters received from the SEC staff with respect to the Company SEC Reports. As of the date hereof, none of the Company SEC Reports is in compliance in all material respects with the rules and regulations of FINRA and the OTCBBsubject to outstanding SEC comment or, in each case, that are applicable to the Company’s Knowledge, including the OTCBB’s Eligibility Ruleinvestigation. (d) The Company has designed (and maintains) disclosure controls and procedures (as such term is defined in Rule 13a-15(e) and Rule 15d-15(e) under the Exchange Act) to ensure that all material information relating to the Company required to be disclosed by the Company in its reports that it files or furnishes under the Exchange Act, including its consolidated Subsidiaries, is made known on a timely basis to the Chief Executive Officer and the Chief Financial Officer of the Company by others within those entities as appropriate so that such persons may make the certifications required pursuant to Sections 302 and 906 of the Xxxxxxxx-Xxxxx Act.

Company SEC Reports. (a) Since March 31January 1, 20082016, the Company has filed or furnished all forms, reports, statements, schedules schedules, prospectuses and other documents (including exhibits) with the SEC (including exhibits and all other information incorporated by reference) that were have been required to be filed or furnished by it under pursuant to applicable Law Laws (all such forms, reports, statements, schedules and other documents, together with any documents filed during any such periods by the Company with the SEC on a voluntary basis on Current Reports on Form 8-K and, in all cases, all exhibits and schedules thereto, the “Company SEC Reports”). As of its effective date (in the case of any Each Company SEC Report that is a registration statement filed pursuant to the Securities Act)complied, as of its mailing date (in the case of any Company SEC Report that is a proxy statement) and 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), (i) each Company SEC Report complied in all material respects with all applicable Law, including the applicable requirements of the Securities Act, the Exchange Act and Act, the Xxxxxxxx-Xxxxx ActAct and the respective rules and regulations promulgated thereunder, as the case may be, each as in effect on the date that such Company SEC Report was filed. As of its filing date (or, mailed if amended or effectivesuperseded by a filing prior to the date of this Agreement, as applicableon the date of such amended or superseded filing), and (ii) each Company SEC Report did 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. True and correct copies of all Company SEC Reports filed prior to the date hereof have been furnished to Parent or are publicly available in the Electronic Data Gathering, Analysis and Retrieval (XXXXX) database No Subsidiary of the SEC. None of the Company’s Subsidiaries Company is required to file any forms, reports, statements, schedules reports or other documents (including exhibits) with the SEC. No executive officer The Company has made available to Parent copies of all comment letters received by the Company from the SEC since January 1, 2016, together with all written responses of the Company has failed to make the certifications required of him under (A) Rule 13a-14 and 15d-14 thereto. As of the Exchange Act date hereof, there are no outstanding or (B) Section 302 or 906 unresolved comments in any such comment letters received by the Company from the SEC. To the Knowledge of the Xxxxxxxx-Xxxxx ActCompany, with respect to any Company SEC Report, except as disclosed in certifications filed with none of the Company SEC Reports. Neither Reports is the Company nor subject of any of its executive officers has received notice from any Government challenging ongoing review or questioning the accuracy, completeness, form or manner of filing of such certifications. (b) The Company and each of its officers and directors are in compliance in all material respects with the applicable provisions of the Xxxxxxxx-Xxxxx Act. (c) The Company is in compliance in all material respects with the rules and regulations of FINRA and the OTCBB, in each case, that are applicable to the Company, including the OTCBB’s Eligibility Rule. (d) The Company has designed (and maintains) disclosure controls and procedures (as such term is defined in Rule 13a-15(e) and Rule 15d-15(e) under the Exchange Act) to ensure that all material information relating to the Company required to be disclosed investigation by the Company in its reports that it files or furnishes under the Exchange Act, including its consolidated Subsidiaries, is made known on a timely basis to the Chief Executive Officer and the Chief Financial Officer of the Company by others within those entities as appropriate so that such persons may make the certifications required pursuant to Sections 302 and 906 of the Xxxxxxxx-Xxxxx ActSEC.

Company SEC Reports. (a) Since March 31January 1, 20082017, the Company has filed all forms, reports, statements, schedules reports and other documents (including exhibits) with the SEC that were have been required to be filed by it under pursuant to applicable Law Laws prior to the date of this Agreement (all such forms, reports, statements, schedules and other documents, together with any documents filed during any such periods by the Company with the SEC on a voluntary basis on Current Reports on Form 8-K and, in all cases, all exhibits and schedules thereto, the “Company SEC Reports”). As Each Company SEC Report complied, as of its effective date (in the case of any Company SEC Report Reports that is a are registration statement statements filed pursuant to the requirements of the Securities Act), as of its mailing ) or filing date (in the case of any all other applicable Company SEC Reports) (or, if amended or superseded by a filing prior to the date of this Agreement, as of the date of the last such amendment or superseded filing), 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 that is a proxy statement) was filed. True, correct and as 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), (i) each Company SEC Report complied in all material respects with all applicable Law, including the applicable requirements of the Securities Act, the Exchange Act and the Xxxxxxxx-Xxxxx Act, each as in effect on the date such Company SEC Report was filed, mailed or effective, as applicable, and (ii) each Company SEC Report did not contain 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. True and correct copies As of all the date of this Agreement, there are no outstanding or unresolved comments in comment letters received from the SEC with respect to the Company SEC Reports filed prior to the date hereof have been furnished to Parent or are publicly available in the Electronic Data Gathering, Analysis and Retrieval (XXXXX) database Reports. No Subsidiary of the SEC. None of the Company’s Subsidiaries Company is required to file any forms, reports, statements, schedules reports or other documents (including exhibits) with the SEC. No executive officer of the Company has failed to make the certifications required of him under (A) Rule 13a-14 and 15d-14 of the Exchange Act or (B) Section 302 or 906 of the Xxxxxxxx-Xxxxx Act, with respect to any Company SEC Report, except as disclosed in certifications filed with the Company SEC Reports. Neither the Company nor any of its executive officers has received notice from any Government challenging or questioning the accuracy, completeness, form or manner of filing of such certifications. (b) The Company and each of its officers and directors are in compliance in all material respects with the applicable provisions of the Xxxxxxxx-Xxxxx Act. (c) The Company is in compliance in all material respects with the rules and regulations of FINRA and the OTCBB, in each case, that are applicable to the Company, including the OTCBB’s Eligibility Rule. (d) The Company has designed (and maintains) disclosure controls and procedures (as such term is defined in Rule 13a-15(e) and Rule 15d-15(e) under the Exchange Act) to ensure that all material information relating to the Company required to be disclosed by the Company in its reports that it files or furnishes under the Exchange Act, including its consolidated Subsidiaries, is made known on a timely basis to the Chief Executive Officer and the Chief Financial Officer of the Company by others within those entities as appropriate so that such persons may make the certifications required pursuant to Sections 302 and 906 of the Xxxxxxxx-Xxxxx Act.

Company SEC Reports. (a) Since March 31, 2008, the Company has filed all forms, reports, statements, schedules and other documents (including exhibits) with the SEC that were required to be filed by it under applicable Law (all such forms, reports, statements, schedules and other documents, together with any documents filed during any such periods by the Company with the SEC on a voluntary basis on Current Reports on Form 8-K and, in all cases, all exhibits and schedules thereto, the “Company SEC Reports”). As of its effective date (in the case of any Company SEC Report that is a registration statement filed pursuant to the Securities Act), as of its mailing date (in the case of any Company SEC Report that is a proxy statement) and 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), (i) each Company SEC Report complied in all material respects with all applicable Law, including the applicable requirements of the Securities Act, the Exchange Act and the XxxxxxxxSxxxxxxx-Xxxxx Act, each as in effect on the date such Company SEC Report was filed, mailed or effective, as applicable, and (ii) each Company SEC Report did 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. True and correct copies of all Company SEC Reports filed prior to the date hereof have been furnished to Parent or are publicly available in the Electronic Data Gathering, Analysis and Retrieval (XXXXXEXXXX) database of the SEC. None of the Company’s Subsidiaries is required to file any forms, reports, statements, schedules or other documents (including exhibits) with the SEC. No executive officer of the Company has failed to make the certifications required of him under (A) Rule 13a-14 and 15d-14 of the Exchange Act or (B) Section 302 or 906 of the XxxxxxxxSxxxxxxx-Xxxxx Act, with respect to any Company SEC Report, except as disclosed in certifications filed with the Company SEC Reports. Neither the Company nor any of its executive officers has received notice from any Government challenging or questioning the accuracy, completeness, form or manner of filing of such certifications. (b) The Company and each of its officers and directors are in compliance in all material respects with the applicable provisions of the XxxxxxxxSxxxxxxx-Xxxxx Act. (c) The Company is in compliance in all material respects with the rules and regulations of FINRA and the OTCBB, in each case, that are applicable to the Company, including the OTCBB’s Eligibility Rule. (d) The Company has designed (and maintains) disclosure controls and procedures (as such term is defined in Rule 13a-15(e) and Rule 15d-15(e) under the Exchange Act) to ensure that all material information relating to the Company required to be disclosed by the Company in its reports that it files or furnishes under the Exchange Act, including its consolidated Subsidiaries, is made known on a timely basis to the Chief Executive Officer and the Chief Financial Officer of the Company by others within those entities as appropriate so that such persons may make the certifications required pursuant to Sections 302 and 906 of the XxxxxxxxSxxxxxxx-Xxxxx Act.

Company SEC Reports. (a) Each registration statement, report, proxy statement or information statement prepared by the Company since January 1, 2012 (including exhibits, annexes, and any amendments thereto) is available on the Electronic Data Gathering, Analysis, and Retrieval system maintained by the SEC, or otherwise made available to Parent in the form filed with the SEC. Since March 31January 1, 20082012, the Company has timely filed or furnished all forms, reports, statements, schedules reports and other documents (including exhibits) with the SEC that were have been required to be filed or furnished by it under applicable Law Laws prior to the date hereof (all such forms, reports, statements, schedules reports and other documents, together with any documents filed during any such periods by the Company with the SEC on a voluntary basis on Current Reports on Form 8-K and, in all cases, all exhibits and schedules thereto, the “Company SEC Reports”). As of its effective date (in the case of any Company SEC Report that is a registration statement filed pursuant to the Securities Act), as of its mailing date (in the case of any Company SEC Report that is a proxy statement) and as of its filing date (or, if amended or superseded by a filing prior to the date of this Agreementfiling, on the date of such amended or superseded filing), (i) each Company SEC Report complied as to form in all material respects with all applicable Law, including the applicable requirements of the Securities Act or the Exchange Act, as the Exchange Act and the Xxxxxxxx-Xxxxx Actcase may be, each as in effect on the date such Company SEC Report was filed, mailed filed (or effective, as applicableso amended or superseded), and (ii) each Company SEC Report did 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. True and correct copies of all , provided that no representation or warranty is made in this Section 4.8 with respect to any Company SEC Reports filed prior to in connection with the date hereof have been furnished to Parent or transactions contemplated by this Agreement, which are publicly available covered solely in the Electronic Data Gathering, Analysis and Retrieval (XXXXX) database of the SECSection 4.28. None of the Company’s Subsidiaries is required to file any forms, reports, statements, schedules reports or other documents (including exhibits) with the SEC. No Since January 1, 2012, no executive officer of the Company has failed to make the certifications required of him or her under (A) Rule 13a-14 and 15d-14 of the Exchange Act or (B) Section 302 or 906 of the Xxxxxxxx-Xxxxx Act, Act with respect to any Company SEC Report, except as disclosed in certifications filed with the Company SEC Reports. Neither , and since January 1, 2012, neither the Company nor any of its executive officers has received written notice from any Government Governmental Authority challenging or questioning the accuracy, completeness, form or manner of filing of such certifications. (b) The Company has heretofore furnished to Parent and each Acquisition Sub complete and correct copies of its officers and directors are in compliance in all material respects any correspondence with the applicable provisions of SEC with respect to previously filed Company SEC Reports since January 1, 2012, except for such correspondence that is available on the Xxxxxxxx-Xxxxx Act. (c) The Company is in compliance in all material respects with the rules Electronic Data Gathering, Analysis and regulations of FINRA and the OTCBB, in each case, that are applicable to the Company, including the OTCBB’s Eligibility Rule. (d) The Company has designed (and maintains) disclosure controls and procedures (as such term is defined in Rule 13a-15(e) and Rule 15d-15(e) under the Exchange Act) to ensure that all material information relating to the Company required to be disclosed Retrieval System maintained by the Company in its reports that it files or furnishes under the Exchange Act, including its consolidated Subsidiaries, is made known on a timely basis to the Chief Executive Officer and the Chief Financial Officer of the Company by others within those entities as appropriate so that such persons may make the certifications required pursuant to Sections 302 and 906 of the Xxxxxxxx-Xxxxx ActSEC.

Company SEC Reports. Since January 1, 2018 (a) Since March 31, 2008the “Lookback Date”), the Company has timely filed with or furnished to the SEC all forms, reports, statements, schedules statements and other documents (including exhibits) with the SEC that were have been required to be filed or furnished by it under applicable Law Laws (all such forms, reports, statements, schedules statements and other documents, together with any documents filed during any such periods by the Company with the SEC on a voluntary basis on Current Reports on Form 8-K and, in all cases, all exhibits and schedules thereto, the “Company SEC Reports”). As of its effective date (in the case of any Company SEC Report that is a registration statement filed pursuant to the Securities Act), as of its mailing date (in the case of any Company SEC Report that is a proxy statement) and as of its filing date (or, if amended or superseded by a filing made at least two Business Days prior to the date of this Agreement, on the date of such amended or superseded filing), (ia) each Company SEC Report complied in all material respects with all applicable Law, including the applicable requirements of the Securities Act or the Exchange Act, as the Exchange Act and the Xxxxxxxx-Xxxxx Actcase may be, each as in effect on the date such Company SEC Report was filed, mailed or effective, as applicable, and (iib) each Company SEC Report did 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 thereinin this Agreement, in the light of the circumstances under which they were made, not misleading. True and correct copies of all Company SEC Reports filed prior to the date hereof have been furnished to Parent or are publicly available in the Electronic Data Gathering, Analysis and Retrieval (XXXXX) database of the SEC. None of the Company’s Subsidiaries is required to file any forms, reports, statements, schedules or other documents (including exhibits) with the SEC. No executive officer of the Company has failed to make the certifications required of him or her under (A) Rule 13a-14 and 15d-14 of the Exchange Act or (B) Section 302 or Section 906 of the Xxxxxxxx-Xxxxx Act, Act with respect to any Company SEC Report, except as disclosed Report and the statements contained in certifications filed with the Company SEC Reportseach such certification are complete and correct in all material respects. Neither the Company nor any of its executive officers has received notice from any Government Governmental Authority challenging or questioning the accuracy, completeness, form or manner of filing of such certifications. (b) The Company and each of its officers and directors are in compliance in all material respects with the applicable provisions . As of the Xxxxxxxx-Xxxxx Act. date of this Agreement, (ci) The Company is in compliance in all material respects with to the rules and regulations Knowledge of FINRA and the OTCBB, in each case, that are applicable to the Company, including none of the OTCBB’s Eligibility Rule. Company SEC Reports is the subject of ongoing SEC review or outstanding SEC investigation and (dii) The Company has designed (and maintains) disclosure controls and procedures (as such term is defined there are no outstanding or unresolved comments in Rule 13a-15(e) and Rule 15d-15(e) under comment letters received from the Exchange Act) to ensure that all material information relating SEC staff with respect to the Company required to be disclosed by the SEC Reports. Company in its reports that it files or furnishes under the Exchange Act, including its consolidated Subsidiaries, is made known on a timely basis to the Chief Executive Officer and the Chief Financial Officer of the Company by others within those entities as appropriate so that such persons may make the certifications required pursuant to Sections 302 and 906 of the Xxxxxxxx-Xxxxx ActStatements.

Company SEC Reports. (a) Since March 31May 1, 20082011, the Company has filed all forms, reports, statements, schedules reports and other documents (including exhibits) with the SEC that were have been required to be filed by it under applicable Law Laws prior to the date hereof (all such forms, reports, statements, schedules reports and other documents, together with any documents filed during any such periods by the Company with the SEC on a voluntary basis on Current Reports on Form 8-K and, in all cases, all exhibits and schedules thereto, the “Company SEC Reports”). As of its effective date (in the case of any Company SEC Report that is a registration statement filed pursuant to the Securities Act), as of its mailing date (in the case of any Company SEC Report that is a proxy statement) and 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), (ia) each Company SEC Report complied as to form in all material respects with all applicable Law, including the applicable requirements of the Securities Act, the Exchange Act and or the Xxxxxxxx-Xxxxx Act, as the case may be (including, in each case, the rules and regulations promulgated thereunder), each as in effect on the date such Company SEC Report was filed, mailed or effective, as applicable, and (iib) each Company SEC Report did 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. True and correct copies of all Company SEC Reports filed prior to the date hereof have been furnished to Parent or are publicly available in the Electronic Data Gathering, Analysis and Retrieval (XXXXX) database of the SEC. None of the Company’s Subsidiaries is required to file any forms, reports, statements, schedules reports or other documents (including exhibits) with the SEC or any foreign Governmental Authority that performs a similar function to that of the SEC. No executive officer of the Company has failed to make the certifications required of him or her under (A) Rule 13a-14 and 15d-14 of the Exchange Act or (B) Section 302 or Section 906 of the Xxxxxxxx-Xxxxx Act, Act with respect to any Company SEC Report, except as disclosed in certifications filed with the Company SEC Reports. Neither the Company nor any of its executive officers has received notice from any Government Governmental Authority challenging or questioning the accuracy, completeness, form or manner of filing of such certifications. (b) The Company and each of its officers and directors are in compliance in all material respects with the applicable provisions . As of the Xxxxxxxx-Xxxxx Act. (c) The Company is date of this Agreement, there are no outstanding or unresolved comments in compliance in all material respects the comment letters received from the SEC staff with the rules and regulations of FINRA and the OTCBB, in each case, that are applicable to the Company, including the OTCBB’s Eligibility Rule. (d) The Company has designed (and maintains) disclosure controls and procedures (as such term is defined in Rule 13a-15(e) and Rule 15d-15(e) under the Exchange Act) to ensure that all material information relating respect to the Company required to be disclosed by SEC Reports, and the Company in has Made Available to Investor correct and complete copies of all material correspondence between the SEC, on one hand, and the Company or any of its reports that it files or furnishes under the Exchange Act, including its consolidated Subsidiaries, is made known on a timely basis to the Chief Executive Officer and other hand, since May 1, 2011. As of the Chief Financial Officer date hereof, none of the Company by others within those entities as appropriate so that such persons may make the certifications required pursuant SEC Reports is subject to Sections 302 and 906 of the Xxxxxxxx-Xxxxx Actoutstanding SEC comment or investigation.

Company SEC Reports. (a) Since March 31, 2008, the Company has filed all forms, reports, statements, schedules and other documents (including exhibits) with the SEC that were required to be filed by it under applicable Law (all such forms, reports, statements, schedules and other documents, together with any documents filed during any such periods by the Company with the SEC on a voluntary basis on Current Reports on Form 8-K and, in all cases, all exhibits and schedules thereto, the “Company SEC Reports”). As of its effective date (in the case of any Company SEC Report that is a registration statement filed pursuant to the Securities Act), as of its mailing date (in the case of any Company SEC Report that is a proxy statement) and 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), (i) each Company SEC Report complied in all material respects with all applicable Law, including the applicable requirements of the Securities Act, the Exchange Act and the Xxxxxxxx-Xxxxx Act, each as in effect on the date such Company SEC Report was filed, mailed or effective, as applicable, and (ii) each Company SEC Report did 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. True and correct copies of all Company SEC Reports filed prior to the date hereof have been furnished to Parent or are publicly available in the Electronic Data Gathering, Analysis and Retrieval (XXXXX) database of the SEC. None of the Company’s Subsidiaries is required to file any forms, reports, statements, schedules or other documents (including exhibits) with the SEC. No executive officer of the Company has failed to make the certifications required of him under (A) Rule 13a-14 and 15d-14 of the Exchange Act or (B) Section 302 or 906 of the Xxxxxxxx-Xxxxx Act, with respect to any Company SEC Report, except as disclosed in certifications filed with the Company SEC Reports. Neither the Company nor any of its executive officers has received notice from any Government challenging or questioning the accuracy, completeness, form or manner of filing of such certifications. (b) The Company and each of its officers and directors are in compliance in all material respects with the applicable provisions of the Xxxxxxxx-Xxxxx Act. (c) The Company is in compliance in all material respects with the rules and regulations of FINRA and the OTCBB, in each case, that are applicable to the Company, including the OTCBB’s Eligibility Rule. (d) The Company has designed (and maintains) disclosure controls and procedures (as such term is defined in Rule 13a-15(e) and Rule 15d-15(e) under the Exchange Act) to ensure that all material information relating to the Company required to be disclosed by the Company in its reports that it files or furnishes under the Exchange Act, including its consolidated Subsidiaries, is made known on a timely basis to the Chief Executive Officer and the Chief Principal Financial Officer of the Company by others within those entities as appropriate so that such persons may make the certifications required pursuant to Sections 302 and 906 of the Xxxxxxxx-Xxxxx Act.

Company SEC Reports. (a) Since March 31September 30, 20082009, the Company has timely filed with or furnished to the SEC all forms, reports, statements, schedules schedules, certificates and other documents (including exhibits) with that have been required to be filed or furnished by it under applicable Laws. References herein to the term “Company SEC that were Reports” shall mean all information filed, furnished or incorporated by reference in any report, form, schedule, statement, certificate or other document required to be filed by it under applicable Law (all such forms, reports, statements, schedules and other documents, together with any documents filed during any such periods by the Company with since September 30, 2009, including any exhibits and amendments thereto. The Company has made available to Parent true, complete and unredacted copies of (i) Company SEC Reports filed or furnished prior to the SEC on a voluntary basis on Current Reports on Form 8-K anddate of this Agreement, in each case to the extent not publicly filed in unredacted form and (ii) all cases, all exhibits correspondence between the Company (or on its behalf) and schedules thereto, the “Company SEC Reports”)SEC. As of its effective date (in the case of any Company SEC Report that is a registration statement filed pursuant to the Securities Act), as of its mailing date (in the case of any Company SEC Report that is a proxy statement) and 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), (ia) each Company SEC Report complied as to form in all material respects with all applicable Law, including the applicable requirements of the Securities Act or the Exchange Act, as the Exchange Act and the Xxxxxxxx-Xxxxx Actcase may be, each as in effect on the date such Company SEC Report was filed, mailed or effective, as applicable, and (iib) each Company SEC Report did 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. True and correct copies of all Company SEC Reports filed prior to the date hereof have been furnished to Parent or are publicly available in the Electronic Data Gathering, Analysis and Retrieval (XXXXX) database of the SEC. None of the Company’s Subsidiaries is required to file any forms, reports, statements, schedules reports or other documents (including exhibits) with under the SECExchange Act. No executive officer of the Company has failed to make the certifications required of him or her under (A) Rule 13a-14 and 15d-14 of the Exchange Act or (B) Section 302 or 906 of the Xxxxxxxx-Xxxxx Act, Act with respect to any Company SEC Report, except as disclosed in certifications filed with the Company SEC Reports. Neither the Company nor any of its executive officers has received notice from any Government Governmental Authority challenging or questioning the accuracy, completeness, form or manner of filing of such certifications. (b) . The Company and each of its officers and directors are officers, and, to the Knowledge of the Company, each of its directors, is in compliance in all material respects with (i) the applicable provisions of the Xxxxxxxx-Xxxxx Act. (c) The Company is in compliance in all material respects with Act and the rules and regulations of FINRA promulgated thereunder, and (ii) the OTCBB, in each case, that are applicable to the Company, including the OTCBB’s Eligibility Rule. (d) The Company has designed (listing and maintains) disclosure controls corporate governance rules and procedures (as such term is defined in Rule 13a-15(e) and Rule 15d-15(e) under the Exchange Act) to ensure that all material information relating to the Company required to be disclosed by the Company in its reports that it files or furnishes under the Exchange Act, including its consolidated Subsidiaries, is made known on a timely basis to the Chief Executive Officer and the Chief Financial Officer regulations of the Company by others within those entities as appropriate so that such persons may make the certifications required pursuant to Sections 302 and 906 of the Xxxxxxxx-Xxxxx ActNYSE.

Company SEC Reports. (a) Since March 31January 1, 20082016, the Company has filed all forms, reports, statements, schedules and other documents (including exhibits) with the SEC that were have been required to be filed by it under applicable Law Laws prior to the date of this Agreement (all such forms, reports, statements, schedules and other documents, together with any documents filed during any such periods by the Company with the SEC on a voluntary basis on Current Reports on Form 8-K and, in all cases, all exhibits and schedules thereto, the “Company SEC Reports”). As of its effective date (in the case of any Company SEC Report that is a registration statement filed pursuant to the Securities Act), as of its mailing date (in the case of any Company SEC Report that is a proxy statement) and 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), (ia) each Company SEC Report complied as to form in all material respects with all applicable Law, including the applicable requirements of the Securities Act or the Exchange Act, as the Exchange Act and the Xxxxxxxx-Xxxxx Actcase may be, each as in effect on the date such Company SEC Report was filed, mailed or effective, as applicable, and (iib) each Company SEC Report did 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. True and correct copies As of all the date hereof, none of the Company SEC Reports filed prior is, to the date hereof have been furnished to Parent or are publicly available in the Electronic Data Gathering, Analysis and Retrieval (XXXXX) database Knowledge of the SECCompany, the subject of ongoing SEC review. As of the date hereof, there are no outstanding or unresolved comments in any comment letters received by the Company from the SEC with respect to any of the Company SEC Reports. None of the Company’s Subsidiaries is required to file any forms, reports, statements, schedules reports or other documents (including exhibits) with the SEC. No executive officer of the Company has failed to make the certifications required of him or her under (A) Rule 13a-14 and 15d-14 of the Exchange Act or (B) Section 302 or Section 906 of the Xxxxxxxx-Xxxxx Act, Act with respect to any Company SEC Report, except as disclosed in certifications filed with the Company SEC Reports. Neither the Company nor any of its executive officers has received notice from any Government Governmental Authority challenging or questioning the accuracy, completeness, form or manner of filing of such certifications. (b) The Company and each of its officers and directors are in compliance in all material respects with the applicable provisions of the Xxxxxxxx-Xxxxx Act. (c) The Company is in compliance in all material respects with the rules and regulations of FINRA and the OTCBB, in each case, that are applicable to the Company, including the OTCBB’s Eligibility Rule. (d) The Company has designed (and maintains) disclosure controls and procedures (as such term is defined in Rule 13a-15(e) and Rule 15d-15(e) under the Exchange Act) to ensure that all material information relating to the Company required to be disclosed by the Company in its reports that it files or furnishes under the Exchange Act, including its consolidated Subsidiaries, is made known on a timely basis to the Chief Executive Officer and the Chief Financial Officer of the Company by others within those entities as appropriate so that such persons may make the certifications required pursuant to Sections 302 and 906 of the Xxxxxxxx-Xxxxx Act.

Company SEC Reports. (a) Since March 31August 1, 20082013, the Company has filed all forms, reports. schedules, statements, schedules statements and other documents (including exhibits) with the SEC that were have been required to be filed by it under applicable Law Laws prior to the date hereof (all such forms, reports, statementsschedules, schedules statements and other documents, as amended and supplemented, and together with any documents filed during any such periods by the Company with the SEC on a voluntary basis on Current Reports on Form 8-K and, in all cases, all exhibits and schedules thereto, the “Company SEC Reports”). As of its effective date (in the case of any Company SEC Report that is a registration statement filed pursuant to the Securities Act), as of its mailing date (in the case of any Company SEC Report that is a proxy statement) and 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), (ia) each Company SEC Report complied as to form in all material respects with all applicable Law, including the applicable requirements of the Securities Act, the Exchange Act and or the Xxxxxxxx-Xxxxx Act, as the case may be (including, in each case, the rules and regulations promulgated thereunder), each as in effect on the date such Company SEC Report was filed, mailed or effective, as applicable, and (iib) each Company SEC Report did not contain any untrue statement of a Table of Contents 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. True and correct copies of all Company SEC Reports filed prior to the date hereof have been furnished to Parent or are publicly available in the Electronic Data Gathering, Analysis and Retrieval (XXXXX) database of the SEC. None of the Company’s Subsidiaries is required to file any forms, reports, statements, schedules reports or other documents (including exhibits) with the SEC or any foreign Governmental Authority that performs a similar function to that of the SEC. No executive officer of the Company has failed to make the certifications required of him or her under (A) Rule 13a-14 and 15d-14 of the Exchange Act or (B) Section 302 or Section 906 of the Xxxxxxxx-Xxxxx Act, Act with respect to any Company SEC Report, except as disclosed in certifications filed with the Company SEC Reports. Neither the Company nor any of its executive officers has received notice from any Government Governmental Authority challenging or questioning the accuracy, completeness, form or manner of filing of such certifications. (b) The Company and each of its officers and directors are in compliance in all material respects with the applicable provisions . As of the Xxxxxxxx-Xxxxx Act. (c) The date of this Agreement, there are no outstanding or unresolved comments in the comment letters received from the SEC staff with respect to the Company SEC Reports. As of the date hereof, none of the Company SEC Reports is in compliance in all material respects with the rules and regulations of FINRA and the OTCBBsubject to outstanding SEC comment or, in each case, that are applicable to the Company’s Knowledge, including the OTCBB’s Eligibility Ruleinvestigation. (d) The Company has designed (and maintains) disclosure controls and procedures (as such term is defined in Rule 13a-15(e) and Rule 15d-15(e) under the Exchange Act) to ensure that all material information relating to the Company required to be disclosed by the Company in its reports that it files or furnishes under the Exchange Act, including its consolidated Subsidiaries, is made known on a timely basis to the Chief Executive Officer and the Chief Financial Officer of the Company by others within those entities as appropriate so that such persons may make the certifications required pursuant to Sections 302 and 906 of the Xxxxxxxx-Xxxxx Act.

Company SEC Reports. (a) Since March December 31, 2008, the Company has filed all forms, reports, statements, schedules and other documents (including exhibits) with the SEC that were required to be filed by it under applicable Law Legal Requirements prior to the date hereof, and the Company will file prior to the Effective Time all forms, reports, statements, schedules and other documents with the SEC that are required to be filed by it under applicable Legal Requirements prior to such time (all such forms, reports, statements, schedules and other documents, together with any documents filed during any such periods by the Company with the SEC on a voluntary basis on Current Reports on Form 8-K and, in all cases, all exhibits and schedules thereto, the “Company SEC Reports”). As of its effective date (in the case of any Company SEC Report that is a registration statement filed pursuant to the Securities Act), as of its mailing date (in the case of any Company SEC Report that is a proxy statement) and 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), (i) each Company SEC Report complied complied, or will comply, as the case may be, as to form in all material respects with all applicable LawLegal Requirements, including the applicable requirements of the Securities Act, the Exchange Act and the Xxxxxxxx-Xxxxx Act, each as in effect on the date such Company SEC Report was filedwas, mailed or will be, filed or effective, as applicable, and (ii) each Company SEC Report did not not, and will not, as the case may be, 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. True and correct copies of all Company SEC Reports filed prior to the date hereof have been furnished to Parent or are publicly available in the Electronic Data Gathering, Analysis and Retrieval (XXXXX) database of the SEC. None of the Company’s Subsidiaries is required to file any forms, reports, statements, schedules reports or other documents (including exhibits) with the SEC. No executive officer of the Company has failed to make the certifications required of him or her under (A) Rule 13a-14 and 15d-14 or 15d-15 of the Exchange Act or (B) Section 302 or 906 of the Xxxxxxxx-Xxxxx Act, with respect to any Company SEC Report, except as disclosed in certifications filed with the Company SEC Reports. Neither the Company nor any of its executive officers has received notice from any Government Governmental Body challenging or questioning the accuracy, completeness, form or manner of filing of such certifications. (b) The . Since December 31, 2008, the Company and and, to the Knowledge of the Company, each of its officers and directors are and have been in compliance in all material respects with (1) the applicable provisions of the Xxxxxxxx-Xxxxx Act. (c) The Company is in compliance in all material respects with Act and the rules and regulations promulgated thereunder and (2) the applicable listing and corporate governance rules and regulations of FINRA and the OTCBB, in each case, that are applicable to the Company, including the OTCBB’s Eligibility RuleNYSE. (db) The Company has designed (and maintains) Acquired Corporations maintain disclosure controls and procedures (as such term is terms are defined in Rule 13a-15(e) and Rule 15d-15(e) 13a-15 under the Exchange Act) that satisfy the requirements of Rule 13a-15 under the Exchange Act. Such disclosure controls and procedures are effective to ensure that all material information relating to concerning the Company required to be disclosed by the Company in its reports that it files or furnishes under the Exchange Act, including its consolidated Subsidiaries, Acquired Corporations is made known on a timely basis to the Chief Executive Officer and the Chief Financial Officer of the Company by others within those entities Company’s management as appropriate so that such persons may to allow timely decisions regarding required disclosure and to make the certifications required pursuant to Sections Section 302 and 906 of the Xxxxxxxx-Xxxxx Act.

Company SEC Reports. (a) Since March December 31, 2008, the Company has filed or furnished on a timely basis all forms, reports, statementsschedules, schedules statements and other documents (including exhibits) with the SEC that were have been required to be filed by it under applicable Law (Laws prior to the date hereof. References herein to the term “Company SEC Reports” shall mean all such formsinformation filed or incorporated by reference in or furnished under any Form 10-K, reportsForm 10-Q, statements, schedules and other documents, together with any documents filed during any such periods by the Company with the SEC on a voluntary basis on Current Reports on Form 8-K andor Schedule 14A since December 31, in all cases2008, all including any exhibits and schedules or amendments thereto, the “Company SEC Reports”). As of its effective date (in the case of any Company SEC Report that is a registration statement filed pursuant to the Securities Act), as of its mailing date (in the case of any Company SEC Report that is a proxy statement) and 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), (ia) each Company SEC Report complied as to form in all material respects with all applicable Law, including the applicable requirements of the Securities Act, the Exchange Act Act, and the Xxxxxxxx-Xxxxx Act, as the case may be, each as in effect on the date such Company SEC Report was filed, mailed or effective, as applicable, and (iib) each Company SEC Report did 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. True and correct copies of all Company SEC Reports filed prior to the date hereof have been furnished to Parent or are publicly available in the Electronic Data Gathering, Analysis and Retrieval (XXXXX) database of the SEC. None of the Company’s Subsidiaries is required to file any forms, reports, statements, schedules reports or other documents (including exhibits) with the SEC or any foreign Governmental Authority that performs a similar function to that of the SEC or any national securities exchange or national quotation system. Except as set forth in Section 4.9 of the Company Disclosure Letter, 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 or any of the Company Subsidiaries, on the other hand, occurring since December 31, 2008 and prior to the date hereof that is not otherwise available on the SEC’s Electronic Data Gathering and Retrieval Database (XXXXX) 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 Reports. As of the date hereof, to the Knowledge of the Company, none of the Company SEC Reports is the subject of ongoing SEC review, outstanding SEC comment or outstanding SEC investigation. No executive officer of the Company has failed to make the certifications required of him or her under (A) Rule 13a-14 and 15d-14 of the Exchange Act or (B) Section 302 or 906 of the Xxxxxxxx-Xxxxx Act, Act with respect to any Company SEC Report, except as disclosed in certifications filed with the Company SEC Reports, and the statements contained in such certifications are true and accurate in all material respects. Neither the Company nor any of its executive officers has received notice from any Government Governmental Authority challenging or questioning the accuracy, completeness, form or manner of filing of such certifications. (b) . The Company and each of its officers and directors are and, to the Knowledge of the Company, each of its directors, is in compliance in all material respects with (A) the applicable provisions of the Xxxxxxxx-Xxxxx Act. (c) The Company is in compliance in all material respects with Act and the rules and regulations promulgated thereunder and (B) the applicable listing and corporate governance rules and regulations of FINRA and Nasdaq. Except as set forth in Section 4.9 of the OTCBBCompany Disclosure Letter, from December 31, 2008 through the date of this Agreement, the Company has not received any written notification of any (i) “significant deficiency” or (ii) “material weakness” in each case, that are applicable to the Company’s internal controls over financial reporting. To the Knowledge of the Company, including the OTCBB’s Eligibility Rule. (d) The Company there is no outstanding “significant deficiency” or “material weakness” that has designed (not been appropriately and maintains) disclosure controls and procedures (as such term is defined in Rule 13a-15(e) and Rule 15d-15(e) under the Exchange Act) to ensure that all material information relating to the Company required to be disclosed adequately remedied by the Company Company. For purposes of this Agreement, the terms “significant deficiency” and “material weakness” shall have the meanings assigned to them in its reports that it files or furnishes under the Exchange Act, including its consolidated Subsidiaries, is made known on a timely basis to the Chief Executive Officer and the Chief Financial Officer Release 2004-001 of the Public Company by others within those entities Accounting Oversight Board, as appropriate so that such persons may make in effect on the certifications required pursuant to Sections 302 and 906 of the Xxxxxxxx-Xxxxx Actdate hereof.

Company SEC Reports. (a) Since March 31January 2, 20082012, the Company has filed on a timely basis all forms, reports, statementsschedules, schedules statements and other documents (including exhibits) with the SEC that were have been required to be filed by it under applicable Law Laws prior to the date hereof. References herein to the term “Company SEC Reports” shall mean all information filed or incorporated by reference in (all such formsbut not information furnished under) any Form 10-K, reportsForm 10-Q, statements, schedules and other documents, together with any documents filed during any such periods by the Company with the SEC on a voluntary basis on Current Reports on Form 8-K andor Schedule 14A since January 2, in all cases2012, all including any exhibits and schedules amendments thereto. Since January 2, the “Company SEC Reports”). As of its effective date (in the case of any Company SEC Report that is a registration statement filed pursuant to the Securities Act)2012, as of its mailing date (in the case of any Company SEC Report that is a proxy statement) and 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), (ia) each Company SEC Report complied as to form in all material respects with all applicable Law, including the applicable requirements of the Securities Act or the Exchange Act, as the Exchange Act and the Xxxxxxxx-Xxxxx Actcase may be, each as in effect on the date such Company SEC Report was filed, mailed or effective, as applicable, and (iib) each Company SEC Report did 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. True and correct copies of all Company SEC Reports filed prior to the date hereof have been furnished to Parent or are publicly available in the Electronic Data Gathering, Analysis and Retrieval (XXXXX) database of the SEC. None of the Company’s Subsidiaries is required to file any forms, reports, statements, schedules or other documents (including exhibits) with the SEC. No executive officer of the Company has failed to make the certifications required of him or her under (A) Rule 13a-14 and 15d-14 of the Exchange Act or (B) Section 302 or 906 of the XxxxxxxxSxxxxxxx-Xxxxx Act, Act with respect to any Company SEC Report, except as disclosed in certifications filed with the Company SEC Reports. Neither the Company nor any of its executive officers has received notice from any Government Governmental Authority challenging or questioning the accuracy, completeness, form or manner of filing of such certifications. (b) . The Company and each of its officers and directors are in compliance in all material respects with officers, and, to the applicable provisions Knowledge of the Xxxxxxxx-Xxxxx Act. (c) The Company Company, each of its directors, is in compliance in all material respects with (i) the applicable provisions of the Sxxxxxxx-Xxxxx Act and the rules and regulations of FINRA promulgated thereunder and (ii) the OTCBB, in each case, that are applicable to the Company, including the OTCBB’s Eligibility Rule. (d) The Company has designed (listing and maintains) disclosure controls corporate governance rules and procedures (as such term is defined in Rule 13a-15(e) and Rule 15d-15(e) under the Exchange Act) to ensure that all material information relating to the Company required to be disclosed by the Company in its reports that it files or furnishes under the Exchange Act, including its consolidated Subsidiaries, is made known on a timely basis to the Chief Executive Officer and the Chief Financial Officer regulations of the Company by others within those entities as appropriate so that such persons may make the certifications required pursuant to Sections 302 and 906 of the Xxxxxxxx-Xxxxx ActNasdaq.

Company SEC Reports. (a) Since March 31January 1, 20082007, the Company has filed all forms, reports, statements, schedules reports and other documents (including exhibits) with the SEC that were have been required to be filed by it under applicable Law laws (all such forms, reports, statements, schedules reports and other documents, together with any documents filed during any such periods by the Company with the SEC on a voluntary basis on Current Reports on Form 8-K and, in all cases, all exhibits and schedules thereto, the “"Company SEC Reports”"). As of its effective date (in the case of any Each Company SEC Report that is a registration statement filed pursuant to the Securities Act), as of its mailing date (in the case of any Company SEC Report that is a proxy statement) and complied as of its filing date (ordate, if amended or superseded by a filing prior to the as of its last date of this Agreementamendment, on the date of such amended or superseded filing), (i) each Company SEC Report complied in all material respects with all applicable Law, including the applicable requirements of the Securities Act or the Exchange Act, as the Exchange Act and the Xxxxxxxx-Xxxxx Actcase may be, each as in effect on the date such Company SEC Report was filed, mailed or effective, as applicable, and (ii) each Company SEC Report did 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. True and correct copies of all Company SEC Reports filed prior to the date hereof have been furnished to Parent or are publicly available in the Electronic Data Gathering, Analysis and Retrieval (XXXXX) database of the SEC. The Company has made available (including via the XXXXX system, as applicable) to Parent all material correspondence between the SEC on the one hand, and the Company and any of its Subsidiaries, on the other hand. 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 Reports. To the Knowledge of the Company, as of the date hereof, none of the Company SEC Reports is the subject of ongoing SEC review, outstanding SEC comment or outstanding SEC investigation. 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 and will 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. None of the Company’s 's Subsidiaries is required to file any forms, reports, statements, schedules reports or other documents (including exhibits) with the SEC. No executive officer of the Company has failed to make the certifications required of him under (A) Rule 13a-14 and 15d-14 of the Exchange Act or (B) Section 302 or 906 of the Xxxxxxxx-Xxxxx Act, with respect to any Company SEC Report, except as disclosed in certifications filed with the Company SEC Reports. Neither the Company nor any of its executive officers has received notice from any Government challenging or questioning the accuracy, completeness, form or manner of filing of such certifications. (b) The Company and each of its officers and directors are in compliance in all material respects with the applicable provisions of the Xxxxxxxx-Xxxxx Act. (c) The Company is in compliance in all material respects with the rules and regulations of FINRA and the OTCBB, in each case, that are applicable to the Company, including the OTCBB’s Eligibility Rule. (d) The Company has designed (and maintains) disclosure controls and procedures (as such term is defined in Rule 13a-15(e) and Rule 15d-15(e) under the Exchange Act) to ensure that all material information relating to the Company required to be disclosed by the Company in its reports that it files or furnishes under the Exchange Act, including its consolidated Subsidiaries, is made known on a timely basis to the 's Chief Executive Officer and the Chief Financial Officer of the Company by others within those entities as appropriate so that such persons may make the have made all certifications required pursuant to by Rules 13a-14 and 15d-14 under the Exchange Act and Sections 302 and 906 of the Xxxxxxxx-Xxxxx ActSarbanes Oxley Act with respect to the applicable Company SEC Reports filed prior to the date hereof (collectively, the "Certifications") and the statements contained in such Certifications are accurate in all material respects as of the filing thereof.

Company SEC Reports. (a) Since March 31January 1, 20082009, the Company has filed or furnished on a timely basis all forms, reports, statements, schedules reports and other documents (including exhibits) with the SEC that were have been required to be filed or furnished by it under applicable Law (all such forms, reports, statements, schedules reports and other documents, together with any documents filed during any such periods by the Company with the SEC on a voluntary basis on Current Reports on Form 8-K and, in all cases, all exhibits and schedules thereto, filed or furnished since such time, including after the date hereof, the “Company SEC Reports”). As of its effective date (in the case of any Each Company SEC Report that is a registration statement filed pursuant to the Securities Act), as of its mailing date (in the case of any Company SEC Report that is a proxy statement) and complied as of its filing date (oror furnishing date, if amended or superseded by a filing prior to the as of its last date of this Agreementamendment, on the date of such amended or superseded filing), (i) each Company SEC Report complied in all material respects as to form with all applicable Law, including the applicable requirements of the Securities Act, the Exchange Act and the Xxxxxxxx-Xxxxx Act, as the case may be, each as in effect on the date such Company SEC Report was filed, mailed filed or effective, as applicable, and (ii) each Company SEC Report did 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 misleadingfurnished. True and correct copies of all Company SEC Reports filed or furnished prior to the date hereof have been furnished to Parent or are publicly available in the Electronic Data Gathering, Analysis and Retrieval (XXXXX) database of the SEC. As of its filing or furnishing 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 or furnishing), each Company SEC Report did not contain any untrue statement of a material fact or omit to state any material fact necessary to be stated in order to make the statements made therein, in the light of the circumstances under which they were made, not misleading. None of the Company’s Subsidiaries is required to file any forms, reports, statements, schedules reports or other documents (including exhibits) with the SEC. No executive officer As of the Company has failed to make date hereof, there are no material outstanding or unresolved comments received from the certifications required of him under (A) Rule 13a-14 and 15d-14 of the Exchange Act or (B) Section 302 or 906 of the Xxxxxxxx-Xxxxx Act, SEC with respect to any Company SEC Report, except as disclosed in certifications filed with of the Company SEC Reports. Neither Except as set forth on Section 2.9 of the Company nor any of its executive officers Disclosure Schedule, since January 1, 2009 the Company has received notice from any Government challenging or questioning the accuracy, completeness, form or manner of filing of such certifications. (b) The Company been and each of its officers and directors are is in compliance in all material respects with the applicable provisions of the Xxxxxxxx-Xxxxx Act. (c) The Company is in compliance in all material respects with Act and the applicable listing and corporate governance rules and regulations of FINRA and the OTCBB, in each case, that are applicable to the Company, including the OTCBB’s Eligibility RuleNasdaq. (d) The Company has designed (and maintains) disclosure controls and procedures (as such term is defined in Rule 13a-15(e) and Rule 15d-15(e) under the Exchange Act) to ensure that all material information relating to the Company required to be disclosed by the Company in its reports that it files or furnishes under the Exchange Act, including its consolidated Subsidiaries, is made known on a timely basis to the Chief Executive Officer and the Chief Financial Officer of the Company by others within those entities as appropriate so that such persons may make the certifications required pursuant to Sections 302 and 906 of the Xxxxxxxx-Xxxxx Act.

Company SEC Reports. (a) Since March 31, 2008, the The Company has filed made available to Parent (by public filing with the SEC or otherwise) all registration statements, forms, reports, statements, schedules reports and other documents (including exhibits) with the SEC that were required to be filed by it under applicable Law (all such forms, reports, statements, schedules and other documents, together with any documents filed during any such periods or furnished by the Company with or to the SEC on a voluntary basis on Current Reports on Form 8-K andsince January 1, in all cases2006 (the forms, all exhibits reports and schedules theretoother documents filed or furnished by the Company with or to the SEC since January 1, 2006 and those filed with or furnished to the SEC subsequent to the date of this Agreement and until the Expiration Date, if any, including any amendments thereto filed or furnished prior to the date hereof the “Company SEC Reports”), including the Annual Report on Form 10-K for the fiscal year ended December 31, 2004 filed on March 7, 2005, and any amendments to any such documents. As Except as disclosed in Section 3.4(a) of its effective date (the Company Disclosure Letter, the Company SEC Reports, except to the extent that statements in the case of any Company SEC Report that is a registration statement Reports have been modified or superseded by subsequent Company SEC Reports or amendments or supplements thereto filed pursuant or furnished prior to the Securities Act)date hereof, as of its mailing date (in the case of any Company SEC Report that is a proxy statementi) and complied or will comply 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), (i) each Company SEC Report complied in all material respects with all applicable Law, including the applicable requirements of the Securities Act, the Exchange Act and the Xxxxxxxx-Xxxxx Exchange Act, as the case may be, in each case as in effect on at the date such Company SEC Report was filed, mailed or effective, as applicable, time of its filing and (ii) each Company SEC Report did not or 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. True and correct copies of all The Company SEC Reports filed prior to the date hereof have been furnished to Parent or are publicly available in the Electronic Data Gathering, Analysis and Retrieval (XXXXX) database of the SEC. None of the Company’s Subsidiaries is not required to file any forms, reports, statementsschedules, schedules statements or other documents (including exhibits) with any foreign Governmental Entity that performs a similar function to that of the SECSEC or any securities exchange or quotation service. No executive officer Subsidiary of the Company has failed is subject to make the certifications required of him under (A) Rule 13a-14 and 15d-14 periodic reporting requirements of the Exchange Act or (B) Section 302 is otherwise required to file any forms, reports, schedules, statements or 906 other documents with the SEC, any foreign Governmental Entity that performs a similar function to that of the Xxxxxxxx-Xxxxx Act, with respect to SEC or any Company SEC Report, except as disclosed in certifications filed with the Company SEC Reports. Neither the Company nor any of its executive officers has received notice from any Government challenging securities exchange or questioning the accuracy, completeness, form or manner of filing of such certificationsquotation service. (b) The Company and each of its officers and directors are in compliance in all material respects with the applicable provisions of the Xxxxxxxx-Xxxxx Act. (c) The Company is in compliance in all material respects with the rules and regulations of FINRA and the OTCBB, in each case, that are applicable to the Company, including the OTCBB’s Eligibility Rule. (d) The Company has designed (and maintains) disclosure controls and procedures (as such term is defined in Rule 13a-15(e) and Rule 15d-15(e) under the Exchange Act) to ensure that all material information relating to the Company required to be disclosed by the Company in its reports that it files or furnishes under the Exchange Act, including its consolidated Subsidiaries, is made known on a timely basis to the Chief Executive Officer and the Chief Financial Officer of the Company by others within those entities as appropriate so that such persons may make the certifications required pursuant to Sections 302 and 906 of the Xxxxxxxx-Xxxxx Act.