Common use of Exchange Act Filings; Financial Statements Clause in Contracts

Exchange Act Filings; Financial Statements. (a) Parent has timely filed and made available to BFTL all Exchange Act Documents required to be filed by Parent since December 31, 2017 (together with all such Exchange Act Documents filed, whether or not required to be filed, the “Parent Exchange Act Reports”). The Parent Exchange Act Reports (i) at the time filed, complied in all material respects with the applicable requirements of the Securities Laws and other applicable Laws and (ii) did not, at the time they were filed (or, if amended or superseded by a filing prior to the date of this Agreement, then on the date of such amended or subsequent filing or, in the case of registration statements, at the effective date thereof) contain any untrue statement of a material fact or omit to state a material fact required to be stated in such Parent Exchange Act Reports or necessary in order to make the statements in such Parent Exchange Act Reports, in light of the circumstances under which they were made, not misleading. No Parent Subsidiary is required to file any Exchange Act Documents. (b) Each of the Parent Financial Statements (including, in each case, any related notes) contained in the Parent Exchange Act Reports, including any Parent Exchange Act Reports filed after the date of this Agreement until the Effective Time, complied, or will comply, as to form in all material respects with the applicable published rules and regulations of the Exchange Act with respect thereto, was prepared in accordance with GAAP applied on a consistent basis throughout the periods involved (except as may be indicated in the notes to such financial statements or, in the case of unaudited interim statements, as permitted by Quarterly Reports on Form 10-Q of the Exchange Act), and fairly presented in all material respects the consolidated financial position of Parent and its Subsidiaries as at the respective dates and the consolidated results of operations and cash flows for the periods indicated, except that the unaudited interim financial statements were or are subject to normal and recurring year-end adjustments which were not or are not expected to be material in amount or effect. The Parent Financial Statements are certified to the extent required by the Xxxxxxxx-Xxxxx Act. (c) Parent’s independent public accountants, which have expressed their opinion with respect to the Financial Statements of Parent included in Parent’s Exchange Act Reports (including the related notes), are and have been throughout the periods covered by such Financial Statements (x) a registered public accounting firm (as defined in Section 2(a)(12) of the Xxxxxxxx-Xxxxx Act) (to the extent applicable during such period), (y) “independent” with respect to BFTL within the meaning of Regulation S-X and, (z) with respect to Parent, in compliance with subsections (g) through (l) of Section 10A of the Exchange Act and related Securities Laws. (d) Parent maintains disclosure controls and procedures required by Rule 13a-15 or 15d-15 under the Exchange Act; such controls and procedures are effective to ensure that all material information concerning Parent is made known on a timely basis to the individuals responsible for the preparation of Parent’s Exchange Act Documents. Parent maintains internal control over financial reporting required by Rule 13a-15 or 15d-15 under the Exchange Act that is effective to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with GAAP. (e) Since January 1, 2018, neither Parent nor any Parent Subsidiary nor, to Parent’s Knowledge, any director, officer, employee, auditor, accountant, or representative of Parent or any Parent Subsidiary has received, or otherwise had or obtained Knowledge of, any material complaint, allegation, assertion or claim regarding the accounting or auditing practices, procedures, methodologies or methods of Parent or any Parent Subsidiary or their respective internal accounting controls, including any material complain, allegation, assertion or claim that Parent or any Parent Subsidiary has engaged in questionable accounting or auditing practices.

Exchange Act Filings; Financial Statements. (a) Parent FXNC has timely filed or furnished and made available to BFTL Touchstone all Exchange Act Documents required to be filed or furnished by Parent FXNC since December 31, 2017 2020 (together with all such Exchange Act Documents filed, whether or not required to be filed, the “Parent FXNC Exchange Act Reports”). The Parent FXNC Exchange Act Reports (i) at the time filedfiled or furnished, complied in all material respects with the applicable requirements of the Securities Laws and other applicable Laws and (ii) did not, at the time they were filed or furnished (or, if amended or superseded by a filing prior to the date of this Agreement, then on the date of such amended or subsequent filing or, in the case of registration statements, at the effective date thereof) contain any untrue statement of a material fact or omit to state a material fact required to be stated in such Parent FXNC Exchange Act Reports or necessary in order to make the statements in such Parent FXNC Exchange Act Reports, in light of the circumstances under which they were made, not misleading. No Parent FXNC Subsidiary is required to file any Exchange Act Documents. (b) Each of the Parent FXNC Financial Statements (including, in each case, any related notes) contained in the Parent FXNC Exchange Act Reports, including any Parent FXNC Exchange Act Reports filed after the date of this Agreement until the Effective Time, complied, or will comply, as to form in all material respects with the applicable published rules and regulations of the Exchange Act with respect thereto, was was, or will be, prepared in accordance with GAAP applied on a consistent basis throughout the periods involved (except as may be indicated in the notes to such financial statements or, in the case of unaudited interim statements, as permitted by Quarterly Reports on Form 10-Q 10‑Q of the Exchange Act), and fairly presented in all material respects the consolidated financial position of Parent FXNC and its Subsidiaries as at the respective dates and the consolidated results of operations and cash flows for the periods indicated, except that the unaudited interim financial statements were or are subject to normal and recurring year-end adjustments which were not or are not expected to be material in amount or effect. The Parent FXNC Financial Statements are certified to the extent required by the Xxxxxxxx-Xxxxx Act. (c) ParentFXNC’s independent public accountants, which have expressed their opinion with respect to the Financial Statements of Parent FXNC included in ParentFXNC’s Exchange Act Reports (including the related notes), are and have been throughout the periods covered by such Financial Statements (xi) a registered public accounting firm (as defined in Section 2(a)(12) of the Xxxxxxxx-Xxxxx Act) (to the extent applicable during such period), (yii) “independent” with respect to BFTL FXNC within the meaning of Regulation S-X and, (ziii) with respect to ParentFXNC, in compliance with subsections (g) through (l) of Section 10A of the Exchange Act and related Securities Laws. (d) Parent FXNC maintains disclosure controls and procedures required by Rule 13a-15 or 15d-15 under the Exchange Act; such controls and procedures are effective to ensure that all material information concerning Parent FXNC is made known on a timely basis to the individuals responsible for the preparation of ParentFXNC’s Exchange Act Documents. Parent FXNC maintains internal control over financial reporting required by Rule 13a-15 or 15d-15 under the Exchange Act that is effective to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with GAAP. (e) Since January 1, 20182020, neither Parent FXNC nor any Parent FXNC Subsidiary nor, to ParentFXNC’s Knowledge, any director, officer, employee, auditor, accountant, or representative of Parent FXNC or any Parent FXNC Subsidiary has received, or otherwise had or obtained Knowledge actual knowledge of, any material complaint, allegation, assertion or claim regarding the accounting or auditing practices, procedures, methodologies or methods of Parent FXNC or any Parent FXNC Subsidiary or their respective internal accounting controls, including any material complaincomplaint, allegation, assertion or claim that Parent FXNC or any Parent FXNC Subsidiary has engaged in questionable accounting or auditing practices.

Exchange Act Filings; Financial Statements. (a) Parent Except as disclosed in Section 4.4(a) of the Buyer Disclosure Memorandum, Buyer has timely filed and made available to BFTL all Exchange Act Documents required to be filed by Parent Buyer since December 31, 2017 2010 (together with all such Exchange Act Documents filed, whether or not required to be filed, the “Parent Buyer Exchange Act Reports”). The Parent Buyer Exchange Act Reports (i) at the time filedfiled (or, if amended or superseded by a filing prior to the date of this Agreement, then on the date of such amended or subsequent filing or, in the case of registration statements, at the effective date thereof), complied in all material respects with the applicable requirements of the Securities Laws and other applicable Laws and (ii) did not, at the time they were filed (or, if amended or superseded by a filing prior to the date of this Agreement, then on the date of such amended or subsequent filing or, in the case of registration statements, at the effective date thereof) contain any untrue statement of a material fact or omit to state a material fact required to be stated in such Parent Buyer Exchange Act Reports or necessary in order to make the statements in such Parent Buyer Exchange Act Reports, in light of the circumstances under which they were made, not misleading. No Parent Buyer Subsidiary is required to file any Exchange Act Documents. (b) Each of the Parent Buyer Financial Statements (including, in each case, any related notes) contained in the Parent Buyer Exchange Act Reports, including any Parent Buyer Exchange Act Reports filed after the date of this Agreement until the Effective Time, complied, or will comply, as to form in all material respects with the applicable published rules and regulations of the Exchange Act with respect thereto, was or will be prepared in accordance with GAAP applied on a consistent basis throughout the periods involved (except as may be indicated in the notes to such financial statements or, in the case of unaudited interim statements, as permitted by Quarterly Reports on Form 10-Q 10‑Q of the Exchange Act), and fairly presented or will fairly present in all material respects the consolidated financial position of Parent Buyer and its Subsidiaries as at the respective dates and the consolidated results of operations and cash flows for the periods indicated, except that the unaudited interim financial statements were or are subject to normal and recurring year-end adjustments which were not or are not expected to be material in amount or effect. The Parent Financial Statements are certified to the extent required by the Xxxxxxxx-Xxxxx Act. (c) ParentBuyer’s independent public accountants, which have expressed their opinion with respect to the Financial Statements of Parent Buyer included in ParentBuyer’s Exchange Act Reports (including the related notes), are and have been throughout the periods covered by such Financial Statements (x) a registered public accounting firm (as defined in Section 2(a)(12) of the Xxxxxxxx-Xxxxx Act) (to the extent applicable during such period), (y) “independent” with respect to BFTL Buyer within the meaning of Regulation S-X and, (z) with respect to ParentBuyer, in compliance with subsections (g) through (l) of Section 10A of the Exchange Act and related Securities Laws. (d) Parent Buyer maintains disclosure controls and procedures required by Rule 13a-15 or 15d-15 under the Exchange Act; such controls and procedures are effective to ensure that all material information concerning Parent Buyer is made known on a timely basis to the individuals responsible for the preparation of ParentBuyer’s Exchange Act Documents. Parent maintains internal control over financial reporting required by Rule 13a-15 or 15d-15 under the Exchange Act that is effective to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with GAAP. (e) Since January 1, 2018, neither Parent nor any Parent Subsidiary nor, to Parent’s Knowledge, any director, officer, employee, auditor, accountant, or representative of Parent or any Parent Subsidiary has received, or otherwise had or obtained Knowledge of, any material complaint, allegation, assertion or claim regarding the accounting or auditing practices, procedures, methodologies or methods of Parent or any Parent Subsidiary or their respective internal accounting controls, including any material complain, allegation, assertion or claim that Parent or any Parent Subsidiary has engaged in questionable accounting or auditing practices.

Exchange Act Filings; Financial Statements. (a) Parent Buyer has timely filed and made available to BFTL Seller all Exchange Act Documents required to be filed by Parent Buyer since December 31, 2017 2012 (together with all such Exchange Act Documents filed, whether or not required to be filed, the “Parent Buyer Exchange Act Reports”). The Parent Buyer Exchange Act Reports (i) at the time filed, complied in all material respects with the applicable requirements of the Securities Laws and other applicable Laws and (ii) did not, at the time they were filed (or, if amended or superseded by a filing prior to the date of this Agreement, then on the date of such amended or subsequent filing or, in the case of registration statements, at the effective date thereof) contain any untrue statement of a material fact or omit to state a material fact required to be stated in such Parent Buyer Exchange Act Reports or necessary in order to make the statements in such Parent Buyer Exchange Act Reports, in light of the circumstances under which they were made, not misleading. No Parent Buyer Subsidiary is required to file any Exchange Act Documents. (b) Each of the Parent Buyer Financial Statements (including, in each case, any related notes) contained in the Parent Buyer Exchange Act Reports, including any Parent Buyer Exchange Act Reports filed after the date of this Agreement until the Effective Time, complied, or will comply, as to form in all material respects with the applicable published rules and regulations of the Exchange Act with respect thereto, was prepared in accordance with GAAP applied on a consistent basis throughout the periods involved (except as may be indicated in the notes to such financial statements or, in the case of unaudited interim statements, as permitted by Quarterly Reports on Form 10-Q of the Exchange Act), and fairly presented in all material respects the consolidated financial position of Parent Buyer and its Subsidiaries as at the respective dates and the consolidated results of operations and cash flows for the periods indicated, except that the unaudited interim financial statements were or are subject to normal and recurring year-end adjustments which were not or are not expected to be material in amount or effect. The Parent Buyer Financial Statements are certified to the extent required by the Xxxxxxxx-Xxxxx Act. (c) ParentBuyer’s independent public accountants, which have expressed their opinion with respect to the Financial Statements of Parent Buyer included in ParentBuyer’s Exchange Act Reports (including the related notes), are and have been throughout the periods covered by such Financial Statements (x) a registered public accounting firm (as defined in Section 2(a)(12) of the Xxxxxxxx-Xxxxx Act) (to the extent applicable during such period), (y) “independent” with respect to BFTL Seller within the meaning of Regulation S-X and, (z) with respect to ParentBuyer, in compliance with subsections (g) through (l) of Section 10A of the Exchange Act and related Securities Laws. (d) Parent Buyer maintains disclosure controls and procedures required by Rule 13a-15 or 15d-15 under the Exchange Act; such controls and procedures are effective to ensure that all material information concerning Parent Buyer is made known on a timely basis to the individuals responsible for the preparation of ParentBuyer’s Exchange Act Documents. Parent maintains internal control over financial reporting required by Rule 13a-15 or 15d-15 under the Exchange Act that is effective to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with GAAP. (e) Since January 1, 2018, neither Parent nor any Parent Subsidiary nor, to Parent’s Knowledge, any director, officer, employee, auditor, accountant, or representative of Parent or any Parent Subsidiary has received, or otherwise had or obtained Knowledge of, any material complaint, allegation, assertion or claim regarding the accounting or auditing practices, procedures, methodologies or methods of Parent or any Parent Subsidiary or their respective internal accounting controls, including any material complain, allegation, assertion or claim that Parent or any Parent Subsidiary has engaged in questionable accounting or auditing practices.

Exchange Act Filings; Financial Statements. (a) Parent Buyer has timely filed and made available to BFTL all Exchange Act Documents required to be filed by Parent Buyer since December 31January 1, 2017 2013 (together with all such Exchange Act Documents filed, whether or not required to be filed, the “Parent Buyer Exchange Act Reports”). The Parent Buyer Exchange Act Reports (i) at the time filedfiled (or, if amended or superseded by a filing prior to the date of this Agreement, then on the date of such amended or subsequent filing or, in the case of registration statements, at the effective date thereof), complied in all material respects with the applicable requirements of the Securities Laws and other applicable Laws and (ii) did not, at the time they were filed (or, if amended or superseded by a filing prior to the date of this Agreement, then on the date of such amended or subsequent filing or, in the case of registration statements, at the effective date thereof) contain any untrue statement of a material fact or omit to state a material fact required to be stated in such Parent Buyer Exchange Act Reports or necessary in order to make the statements in such Parent Buyer Exchange Act Reports, in light of the circumstances under which they were made, not misleading. No Parent Buyer Subsidiary is required to file any Exchange Act Documents. (b) Each of the Parent Buyer Financial Statements (including, in each case, any related notes) contained in the Parent Buyer Exchange Act Reports, including any Parent Buyer Exchange Act Reports filed after the date of this Agreement until the Effective Time, complied, or will comply, as to form in all material respects with the applicable published rules and regulations of the Exchange Act with respect thereto, was was, or will be prepared in accordance with GAAP applied on a consistent basis throughout the periods involved (except as may be indicated in the notes to such financial statements or, in the case of unaudited interim statements, as permitted by Quarterly Reports on Form 10-Q of the Exchange Act), and fairly presented or will fairly present in all material respects the consolidated financial position of Parent Buyer and its Subsidiaries as at of the respective dates and the consolidated results of operations and cash flows for the periods indicated, except that the unaudited interim financial statements were or are subject to normal and recurring year-end adjustments which were not or are not expected to be material in amount or effect. The Parent Financial Statements are certified to the extent required by the Xxxxxxxx-Xxxxx Act. (c) ParentBuyer’s independent public accountants, which have expressed their opinion with respect to the Financial Statements of Parent Buyer included in ParentBuyer’s Exchange Act Reports (including the related notes), are and have been throughout the periods covered by such Financial Statements (xi) a registered public accounting firm (as defined in Section 2(a)(12) of the XxxxxxxxSxxxxxxx-Xxxxx Act) (to the extent applicable during such period), (yii) “independent” with respect to BFTL Buyer within the meaning of Regulation S-X andX, and (ziii) with respect to ParentBuyer, in compliance with subsections (g) through (l) of Section 10A of the Exchange Act and related Securities Laws. (d) Parent Buyer maintains disclosure controls and procedures required by Rule 13a-15 or 15d-15 under the Exchange Act; such controls and procedures are effective to ensure that all material information concerning Parent Buyer is made known on a timely basis to the individuals responsible for the preparation of ParentBuyer’s Exchange Act Documents. Parent maintains internal control over financial reporting required by Rule 13a-15 or 15d-15 under the Exchange Act that is effective to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with GAAP. (e) Since January 1, 2018, neither Parent nor any Parent Subsidiary nor, to Parent’s Knowledge, any director, officer, employee, auditor, accountant, or representative of Parent or any Parent Subsidiary has received, or otherwise had or obtained Knowledge of, any material complaint, allegation, assertion or claim regarding the accounting or auditing practices, procedures, methodologies or methods of Parent or any Parent Subsidiary or their respective internal accounting controls, including any material complain, allegation, assertion or claim that Parent or any Parent Subsidiary has engaged in questionable accounting or auditing practices.

Exchange Act Filings; Financial Statements. (a) Parent has timely filed and made available to BFTL Cornerstone all Exchange Act Documents required to be filed by Parent since December 31, 2017 2013 (together with all such Exchange Act Documents filed, whether or not required to be filed, the “Parent Exchange Act Reports”). The Parent Exchange Act Reports (i) at the time filed, complied in all material respects with the applicable requirements of the Securities Laws and other applicable Laws and (ii) did not, at the time they were filed (or, if amended or superseded by a filing prior to the date of this Agreement, then on the date of such amended or subsequent filing or, in the case of registration statements, at the effective date thereof) contain any untrue statement of a material fact or omit to state a material fact required to be stated in such Parent Exchange Act Reports or necessary in order to make the statements in such Parent Exchange Act Reports, in light of the circumstances under which they were made, not misleading. No Parent Subsidiary is required to file any Exchange Act Documents. (b) Each of the Parent Financial Statements (including, in each case, any related notes) contained in the Parent Exchange Act Reports, including any Parent Exchange Act Reports filed after the date of this Agreement until the Effective Time, complied, or will comply, as to form in all material respects with the applicable published rules and regulations of the Exchange Act with respect thereto, was prepared in accordance with GAAP applied on a consistent basis throughout the periods involved (except as may be indicated in the notes to such financial statements or, in the case of unaudited interim statements, as permitted by Quarterly Reports on Form 10-Q of the Exchange Act), and fairly presented in all material respects the consolidated financial position of Parent and its Subsidiaries as at the respective dates and the consolidated results of operations and cash flows for the periods indicated, except that the unaudited interim financial statements were or are subject to normal and recurring year-end adjustments which were not or are not expected to be material in amount or effect. The Parent Financial Statements are certified to the extent required by the Xxxxxxxx-Xxxxx Act. (c) Parent’s independent public accountants, which have expressed their opinion with respect to the Financial Statements of Parent included in Parent’s Exchange Act Reports (including the related notes), are and have been throughout the periods covered by such Financial Statements (x) a registered public accounting firm (as defined in Section 2(a)(12) of the Xxxxxxxx-Xxxxx Act) (to the extent applicable during such period), (y) “independent” with respect to BFTL Cornerstone within the meaning of Regulation S-X and, (z) with respect to Parent, in compliance with subsections (g) through (l) of Section 10A of the Exchange Act and related Securities Laws. (d) Parent maintains disclosure controls and procedures required by Rule 13a-15 or 15d-15 under the Exchange Act; such controls and procedures are effective to ensure that all material information concerning Parent is made known on a timely basis to the individuals responsible for the preparation of Parent’s Exchange Act Documents. Parent maintains internal control over financial reporting required by Rule 13a-15 or 15d-15 under the Exchange Act that is effective to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with GAAP. (e) Since January 1, 2018, neither Parent nor any Parent Subsidiary nor, to Parent’s Knowledge, any director, officer, employee, auditor, accountant, or representative of Parent or any Parent Subsidiary has received, or otherwise had or obtained Knowledge of, any material complaint, allegation, assertion or claim regarding the accounting or auditing practices, procedures, methodologies or methods of Parent or any Parent Subsidiary or their respective internal accounting controls, including any material complain, allegation, assertion or claim that Parent or any Parent Subsidiary has engaged in questionable accounting or auditing practices.

Exchange Act Filings; Financial Statements. (a) Parent has timely filed and made available to BFTL all Purchaser's Common Stock is registered under Section 12(g) of the Exchange Act Documents required to be filed by Parent since December 31and it files reports, 2017 proxy statements and other filings with the SEC (together with "Exchange Act Filings"). Purchaser is current in all of its Exchange Act Filings and all such Exchange Act Documents filedFilings, whether or not required to be filedincluding, without limitation, its annual report on Form 10-KSB for the “Parent Exchange Act Reports”year ended December 31, 2004 and its quarterly report on Form 10-QSB for the period ended September 30, 2005, and the related audited annual and unaudited interim financial statements contained therein, respectively (collectively, "Purchaser Financial Statements"). The Parent Exchange Act Reports (i) at the time filed, complied in comply with all material respects with the applicable requirements of the Securities Laws Exchange Act and other applicable Laws and law. None of the Exchange Act Filings contained as of the filing date (ii) did not, at the time they were filed (or, if amended or superseded by a filing prior to the date of this Agreement, then on the date of such amended or subsequent filing or, in the case of registration statementsany Exchange Act Filing that has been amended, at as of the effective date thereofof amendment) or contain as of the date of this Agreement any untrue statement of a material fact or omit omitted to state a material fact required to be stated in such Parent Exchange Act Reports therein or necessary in order to make the statements in such Parent Exchange Act Reportstherein, in light of the circumstances under in which they were made, made not misleading. No Parent Subsidiary is required to file any Exchange Act Documents. (b) Each of the Parent Purchaser Financial Statements (includingStatements, in each caseincluding the notes thereto, any related notes) contained in the Parent an Exchange Act Reports, including any Parent Exchange Act Reports filed after the date of this Agreement until the Effective Time, complied, or will comply, as to form in all material respects with the applicable published rules and regulations of the Exchange Act with respect thereto, was Filing were prepared in accordance with GAAP generally accepted accounting principles except as otherwise disclosed therein (and in the case of financial statements for interim periods, the absence of notes thereto and normal year-end adjustments) applied on a consistent basis throughout the periods involved covered thereby (except as may be indicated in the notes to such financial statements or, in the case of unaudited interim statements, as permitted by Quarterly Reports on Form 10-Q of the Exchange Actdisclosed therein), . The Purchaser Financial Statements (i) are complete and fairly presented correct in all material respects respects, (ii) present fairly, consistently and accurately the consolidated financial position of Parent the Purchaser and its Subsidiaries subsidiaries as at the respective dates thereof, (iii) present fairly, consistently and accurately the consolidated results of Purchaser's and its subsidiaries' operations and cash flows changes in financial position of the for the respective periods indicated, except thereof and (iv) reflect all adjustments (consisting only of normal recurring accruals) that are necessary for a fair presentation of the unaudited interim consolidated financial statements were condition of Purchaser and its subsidiaries and the results of the operations of Purchaser and its subsidiaries as of the respective dates thereof or are subject to normal and recurring year-end adjustments which were not or are not expected to be material in amount or effect. The Parent Financial Statements are certified to for the extent required by the Xxxxxxxx-Xxxxx Act. (c) Parent’s independent public accountants, which have expressed their opinion with respect to the Financial Statements of Parent included in Parent’s Exchange Act Reports (including the related notes), are and have been throughout the respective periods covered by such Financial Statements (x) a registered public accounting firm (as defined in Section 2(a)(12) of the Xxxxxxxx-Xxxxx Act) (to the extent applicable during such period), (y) “independent” with respect to BFTL within the meaning of Regulation S-X and, (z) with respect to Parent, in compliance with subsections (g) through (l) of Section 10A of the Exchange Act and related Securities Lawsthereby. (d) Parent maintains disclosure controls and procedures required by Rule 13a-15 or 15d-15 under the Exchange Act; such controls and procedures are effective to ensure that all material information concerning Parent is made known on a timely basis to the individuals responsible for the preparation of Parent’s Exchange Act Documents. Parent maintains internal control over financial reporting required by Rule 13a-15 or 15d-15 under the Exchange Act that is effective to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with GAAP. (e) Since January 1, 2018, neither Parent nor any Parent Subsidiary nor, to Parent’s Knowledge, any director, officer, employee, auditor, accountant, or representative of Parent or any Parent Subsidiary has received, or otherwise had or obtained Knowledge of, any material complaint, allegation, assertion or claim regarding the accounting or auditing practices, procedures, methodologies or methods of Parent or any Parent Subsidiary or their respective internal accounting controls, including any material complain, allegation, assertion or claim that Parent or any Parent Subsidiary has engaged in questionable accounting or auditing practices.

Exchange Act Filings; Financial Statements. (a) Parent Except as disclosed in Section 4.4(a) of the Buyer Disclosure Memorandum, Buyer has timely filed and made available to BFTL all Exchange Act Documents required to be filed by Parent Buyer since December 31, 2017 2010 (together with all such Exchange Act Documents filed, whether or not required to be filed, the “Parent Buyer Exchange Act Reports”). The Parent Buyer Exchange Act Reports (i) at the time filedfiled (or, if amended or superseded by a filing prior to the date of this Agreement, then on the date of such amended or subsequent filing or, in the case of registration statements, at the effective date thereof), complied in all material respects with the applicable requirements of the Securities Laws and other applicable Laws and (ii) did not, at the time they were filed (or, if amended or superseded by a filing prior to the date of this Agreement, then on the date of such amended or subsequent filing or, in the case of registration statements, at the effective date thereof) contain any untrue statement of a material fact or omit to state a material fact required to be stated in such Parent Buyer Exchange Act Reports or necessary in order to make the statements in such Parent Buyer Exchange Act Reports, in light of the circumstances under which they were made, not misleading. No Parent Buyer Subsidiary is required to file any Exchange Act Documents. (b) Each of the Parent Buyer Financial Statements (including, in each case, any related notes) contained in the Parent Buyer Exchange Act Reports, including any Parent Buyer Exchange Act Reports filed after the date of this Agreement until the Effective Time, complied, or will comply, as to form in all material respects with the applicable published rules and regulations of the Exchange Act with respect thereto, was or will be prepared in accordance with GAAP applied on a consistent basis throughout the periods involved (except as may be indicated in the notes to such financial statements or, in the case of unaudited interim statements, as permitted by Quarterly Reports on Form 10-Q of the Exchange Act), and fairly presented or will fairly present in all material respects the consolidated financial position of Parent Buyer and its Subsidiaries as at the respective dates and the consolidated results of operations and cash flows for the periods indicated, except that the unaudited interim financial statements were or are subject to normal and recurring year-end adjustments which were not or are not expected to be material in amount or effect. The Parent Financial Statements are certified to the extent required by the Xxxxxxxx-Xxxxx Act. (c) ParentBuyer’s independent public accountants, which have expressed their opinion with respect to the Financial Statements of Parent Buyer included in ParentBuyer’s Exchange Act Reports (including the related notes), are and have been throughout the periods covered by such Financial Statements (x) a registered public accounting firm (as defined in Section 2(a)(12) of the Xxxxxxxx-Xxxxx Act) (to the extent applicable during such period), (y) “independent” with respect to BFTL Buyer within the meaning of Regulation S-X and, (z) with respect to ParentBuyer, in compliance with subsections (g) through (l) of Section 10A of the Exchange Act and related Securities Laws. (d) Parent Buyer maintains disclosure controls and procedures required by Rule 13a-15 or 15d-15 under the Exchange Act; such controls and procedures are effective to ensure that all material information concerning Parent Buyer is made known on a timely basis to the individuals responsible for the preparation of ParentBuyer’s Exchange Act Documents. Parent maintains internal control over financial reporting required by Rule 13a-15 or 15d-15 under the Exchange Act that is effective to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with GAAP. (e) Since January 1, 2018, neither Parent nor any Parent Subsidiary nor, to Parent’s Knowledge, any director, officer, employee, auditor, accountant, or representative of Parent or any Parent Subsidiary has received, or otherwise had or obtained Knowledge of, any material complaint, allegation, assertion or claim regarding the accounting or auditing practices, procedures, methodologies or methods of Parent or any Parent Subsidiary or their respective internal accounting controls, including any material complain, allegation, assertion or claim that Parent or any Parent Subsidiary has engaged in questionable accounting or auditing practices.

Exchange Act Filings; Financial Statements. (a) Parent Buyer has timely filed and made available to BFTL Seller all Exchange Act Documents required to be filed by Parent Buyer since December 31, 2017 2000 (together with all such Exchange Act Documents filed, whether or not required to be filed, the “Parent Buyer Exchange Act Reports”). The Parent Buyer Exchange Act Reports (i) at the time filed, complied in all material respects with the applicable requirements of the Securities Laws and other applicable Laws and (ii) did not, at the time they were filed (or, if amended or superseded by a filing prior to the date of this Agreement, then on the date of such amended or subsequent filing or, in the case of registration statements, at the effective date thereof) contain any untrue statement of a material fact or omit to state a material fact required to be stated in such Parent Buyer Exchange Act Reports or necessary in order to make the statements in such Parent Buyer Exchange Act Reports, in light of the circumstances under which they were made, not misleading. No Parent Buyer Subsidiary is required to file any Exchange Act Documents. (b) Each of the Parent Buyer Financial Statements (including, in each case, any related notes) contained in the Parent Buyer Exchange Act Reports, including any Parent Buyer Exchange Act Reports filed after the date of this Agreement until the Effective Time, complied, or will comply, as to form in all material respects with the applicable published rules and regulations of the Exchange Act with respect thereto, was prepared in accordance with GAAP applied on a consistent basis throughout the periods involved (except as may be indicated in the notes to such financial statements or, in the case of unaudited interim statements, as permitted by Quarterly Reports on Form 10-Q of the Exchange Act), and fairly presented in all material respects the consolidated financial position of Parent Buyer and its Subsidiaries as at the respective dates and the consolidated results of operations and cash flows for the periods indicated, except that the unaudited interim financial statements were or are subject to normal and recurring year-end adjustments which were not or are not expected to be material in amount or effect. The Parent Buyer Financial Statements are certified to the extent required by the Xxxxxxxx-Xxxxx Act. (c) ParentBuyer’s independent public accountants, which have expressed their opinion with respect to the Financial Statements of Parent Buyer included in ParentBuyer’s Exchange Act Reports (including the related notes), are and have been throughout the periods covered by such Financial Statements (x) a registered public accounting firm (as defined in Section 2(a)(12) of the Xxxxxxxx-Xxxxx Act) (to the extent applicable during such period), (y) “independent” with respect to BFTL Seller within the meaning of Regulation S-X and, (z) with respect to ParentBuyer, in compliance with subsections (g) through (l) of Section 10A of the Exchange Act and related Securities Laws. (d) Parent Buyer maintains disclosure controls and procedures required by Rule 13a-15 or 15d-15 under the Exchange Act; such controls and procedures are effective to ensure that all material information concerning Parent Buyer is made known on a timely basis to the individuals responsible for the preparation of ParentBuyer’s Exchange Act Documents. Parent maintains internal control over financial reporting required by Rule 13a-15 or 15d-15 under the Exchange Act that is effective to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with GAAP. (e) Since January 1, 2018, neither Parent nor any Parent Subsidiary nor, to Parent’s Knowledge, any director, officer, employee, auditor, accountant, or representative of Parent or any Parent Subsidiary has received, or otherwise had or obtained Knowledge of, any material complaint, allegation, assertion or claim regarding the accounting or auditing practices, procedures, methodologies or methods of Parent or any Parent Subsidiary or their respective internal accounting controls, including any material complain, allegation, assertion or claim that Parent or any Parent Subsidiary has engaged in questionable accounting or auditing practices.

Exchange Act Filings; Financial Statements. (a) Parent CBAC has timely filed and made available to BFTL BOE all Exchange Act Documents required to be filed by Parent CBAC since December 31, 2017 inception (together with all such Exchange Act Documents filed, whether or not required to be filed, the “Parent CBAC Exchange Act Reports”). The Parent CBAC Exchange Act Reports (i) at the time filed, complied in all material respects with the applicable requirements of the Securities Laws and other applicable Laws and (ii) did not, at the time they were filed (or, if amended or superseded by a filing prior to the date of this Agreement, then on the date of such amended or subsequent filing or, in the case of registration statements, at the effective date thereof) contain any untrue statement of a material fact or omit to state a material fact required to be stated in such Parent CBAC Exchange Act Reports or necessary in order to make the statements in such Parent CBAC Exchange Act Reports, in light of the circumstances under which they were made, not misleading. No Parent Subsidiary is Each offering or sale of securities by CBAC (i) was either registered under the Securities Act or made pursuant to a valid exemption from registration, (ii) complied in all material respects with the applicable requirements of the Securities Laws and other applicable Laws, and (iii) was made pursuant to offering documents which did not, at the time of the offering (or, in the case of registration statements, at the effective date thereof) contain any untrue statement of material fact or omit to state a material fact required to file any be stated in the offering or necessary in order to make the statements in such documents not misleading. CBAC has delivered or made available to BOE all comment letters received by CBAC from the staffs of the SEC and all responses to such comment letters by or on behalf of CBAC with respect to all filings under the Securities Laws. CBAC’s principal executive officers and principal financial officers (CBAC’s former principal executive officers and principal financial officers, as applicable) have made the certifications required by Section 302 and 906 of the Sxxxxxxx-Xxxxx Act and the rules and regulations of the Exchange Act Documentsthereunder with respect to CBAC’s Exchange Act Documents to the extent such rules or regulations applied at the time of the filing. Such certifications contain no qualifications or exceptions to the matters certified therein and have not been modified or withdrawn; and neither CBAC nor any of its officers has received notice from any Regulatory Authority questioning or challenging the accuracy, completeness, content, form or manner of filing or submissions of such certification. (b) Each of the Parent CBAC Financial Statements (including, in each case, any related notes) contained in the Parent CBAC Exchange Act Reports, including any Parent CBAC Exchange Act Reports filed after the date of this Agreement until the Effective Time, complied, or will comply, as to form in all material respects with the applicable published rules and regulations of the Exchange Act SEC with respect thereto, was prepared in accordance with GAAP applied on a consistent basis throughout the periods involved (except as may be indicated in the notes to such financial statements or, in the case of unaudited interim statements, as permitted by Quarterly Reports on Form 10-Q of the Exchange Act), and fairly presented in all material respects the consolidated financial position of Parent CBAC and its Subsidiaries as at the respective dates and the consolidated results of operations and cash flows for the periods indicated, including the fair values of the assets and liabilities shown therein, except that the unaudited interim financial statements were or are subject to normal and recurring year-end adjustments which were not or are not expected to be material in amount or effect. The Parent CBAC Financial Statements are certified to the extent required by the XxxxxxxxSxxxxxxx-Xxxxx Act. (c) ParentEach of CBAC’s independent public accountants, which have expressed their opinion with respect to the Financial Statements of Parent CBAC included in ParentCBAC’s Exchange Act Reports (including the related notes), are is and have has been throughout the periods covered by such CBAC Financial Statements (x) a registered public accounting firm firms (as defined in Section 2(a)(12) of the XxxxxxxxSxxxxxxx-Xxxxx Act) (to the extent applicable during such period), (y) “independent” with respect to BFTL CBAC within the meaning of Regulation S-X and, (z) with respect to ParentCBAC, in compliance with subsections (g) through (l) of Section 10A of the Exchange Act and related Securities Laws. Section 6.5(c) of the CBAC Disclosure Memorandum lists all non-audit services performed by CBAC’s independent public accountants for CBAC since inception. (d) Parent CBAC maintains disclosure controls and procedures required by Rule 13a-15 13a-15(b) or 15d-15 15d-15(b) under the Exchange Act; such controls and procedures are effective to ensure that all material information concerning Parent CBAC is made known on a timely basis to the individuals responsible for principal executive officer and the preparation principal financial officer. Section 6.5(d) of Parent’s Exchange Act Documentsthe CBAC Disclosure Memorandum lists, and CBAC has delivered to BOE copies of, all written description of, and all policies, manuals and other documents promulgating such disclosure controls and procedures. Parent maintains internal control over financial reporting required by Rule 13a-15 or 15d-15 under CBAC and its directors and executive officers have complied at all times with Section 16(a) of the Exchange Act that is effective Act, including the filing requirements thereunder to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with GAAPextent applicable. (e) Since January 1, 2018, neither Parent nor any Parent Subsidiary nor, to Parent’s Knowledge, any director, officer, employee, auditor, accountant, or representative CBAC has reported the fair value of Parent or any Parent Subsidiary all warrants it has received, or otherwise had or obtained Knowledge of, any material complaint, allegation, assertion or claim regarding the accounting or auditing practices, procedures, methodologies or methods of Parent or any Parent Subsidiary or their respective internal accounting controlsissued, including any material complainwithout limitation, allegationthe CBAC Warrants, assertion or claim that Parent or any Parent Subsidiary has engaged on its CBAC Financial Statements in questionable accounting or auditing practicesaccordance with Emerging Issues Task Force No. 00-19, Accounting for Derivative Financial Instruments Indexed to, and Potentially Settled in a Company’s Own Stock.

Exchange Act Filings; Financial Statements. (a) Parent Buyer has timely filed and made available to BFTL Seller all Exchange Act Documents required to be filed by Parent Buyer since December 31July 1, 2017 2004 (together with all such Exchange Act Documents filed, whether or not required to be filed, the “Parent Buyer Exchange Act Reports”). The Parent Buyer Exchange Act Reports (i) at the time filed, complied in all material respects with the applicable requirements of the Securities Laws and other applicable Laws and (ii) did not, at the time they were filed (or, if amended or superseded by a filing prior to the date of this Agreement, then on the date of such amended or subsequent filing or, in the case of registration statements, at the effective date thereof) contain any untrue statement of a material fact or omit to state a material fact required to be stated in such Parent Buyer Exchange Act Reports or necessary in order to make the statements in such Parent Buyer Exchange Act Reports, in light of the circumstances under which they were made, not misleading. No Parent Subsidiary is Except as would not be reasonably likely to have a Buyer Material Adverse Effect, each offering or sale of securities by Buyer (i) was either registered under the Securities Act or made pursuant to a valid exemption from registration, (ii) complied in all material respects with the applicable requirements of the Securities Laws and other applicable Laws, except for immaterial late “blue sky” filings, including disclosure and broker/dealer registration requirements, and (iii) was made pursuant to offering documents that did not, at the time of the offering (or in the case of registration statements, at the effective date thereof) contain any untrue statement of a material fact or omit to state a material fact required to file any be stated in the offering documents or necessary in order to make the statements in such documents not misleading. Buyer’s principal executive officer and principal financial officer (and Buyer’s former principal executive officers and principal financial officers, as applicable) have made the certifications required by Sections 302 and 906 of the Xxxxxxxx-Xxxxx Act and the rules and regulations of the Exchange Act Documentsthereunder with respect to the Buyer Exchange Act Reports to the extent such rules or regulations applied at the time of the filing. For purposes of the preceding sentence, “principal executive officer” and “principal financial officer” have the meanings given to such terms in the Sarbanes–Oxley Act. Such certifications are included as exhibits to the applicable Buyer Exchange Act Reports and have not been modified or withdrawn; and neither Buyer nor any of its officers has received notice from any Regulatory Authority questioning or challenging the accuracy, completeness, content, form, or manner of filing or submission of such certifications. (b) Each of the Parent Buyer Financial Statements (including, in each case, any related notes) contained in the Parent Buyer Exchange Act Reports, including any Parent Buyer Exchange Act Reports filed after the date of this Agreement until the Effective Time, complied, or will comply, as to form in all material respects with the applicable published rules and regulations of the Exchange Act with respect thereto, was prepared in accordance with GAAP applied on a consistent basis throughout the periods involved (except as may be indicated in the notes to such financial statements or, in the case of unaudited interim statements, as permitted by Quarterly Reports on Form 10-Q of the Exchange Act), and fairly presented in all material respects the consolidated financial position of Parent Buyer and its Subsidiaries as at the respective dates and the consolidated results of operations and cash flows for the periods indicated, except that the unaudited interim financial statements were or are subject to normal and recurring year-end adjustments which were not or are not expected to be material in amount or effect. The Parent Financial Statements are certified to the extent required by the Xxxxxxxx-Xxxxx Act. (c) ParentBuyer’s independent public accountants, which have expressed their opinion with respect to the audited, annual Buyer Financial Statements of Parent included in Parent’s the Buyer Exchange Act Reports (including the related notes)Reports, to Buyer’s Knowledge, are and have been throughout the periods covered by such Financial Statements Statements, and Buyer’s current independent public accountants are: (x) a registered public accounting firm (as defined in Section 2(a)(12) of the Xxxxxxxx-Xxxxx Act) (to the extent applicable during such period), (y) “independent” with respect to BFTL Buyer within the meaning of Regulation S-X of the SEC and, (z) with respect to ParentBuyer, in compliance with subsections (g) through (l) of Section 10A of the Exchange Act and related Securities Laws. (d) Parent Buyer maintains disclosure controls and procedures required by Rule 13a-15 or 15d-15 under the Exchange Act; , and such controls and procedures are effective to ensure that all material information concerning Parent relating to Buyer is made known on a timely basis to the individuals responsible for the preparation of ParentBuyer’s Exchange Act Documents. Parent maintains internal control over financial reporting required by Rule 13a-15 or 15d-15 under the Exchange Act that is effective to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with GAAP. (e) Since January 1, 2018, neither Parent nor any Parent Subsidiary nor, to Parent’s Knowledge, any director, officer, employee, auditor, accountant, or representative of Parent or any Parent Subsidiary has received, or otherwise had or obtained Knowledge of, any material complaint, allegation, assertion or claim regarding the accounting or auditing practices, procedures, methodologies or methods of Parent or any Parent Subsidiary or their respective Buyer and each Buyer Entity maintains accurate books and records reflecting its Assets and Liabilities in reasonable detail and maintains proper and adequate internal accounting controlscontrols (a) which provide reasonable assurance that receipts and expenditures are executed in accordance with authorization of management; (b) which provide reasonable assurance that transactions are recorded as necessary to permit preparation of the Buyer Financial Statements in accordance with GAAP and (c) regarding prevention or timely detection of unauthorized acquisition, including any use or disposition of its Assets that could have a material complain, allegation, assertion or claim that Parent or any Parent Subsidiary has engaged in questionable accounting or auditing practiceseffect on the Buyer Financial Statements.

Exchange Act Filings; Financial Statements. (a) Parent Buyer has timely filed and made available to BFTL Seller all Exchange Act Documents required to be filed by Parent Buyer since December 31, 2017 1999 (together with all such Exchange Act Documents filed, whether or not required to be filed, the “Parent "Buyer Exchange Act Reports”"). The Parent Buyer Exchange Act Reports (i) at the time filed, complied in all material respects with the applicable requirements of the Securities Laws and other applicable Laws and (ii) did not, at the time they were filed (or, if amended or superseded by a filing prior to the date of this Agreement, then on the date of such amended or subsequent filing or, in the case of registration statements, at the effective date thereof) contain any untrue statement of a material fact or omit to state a material fact required to be stated in such Parent Buyer Exchange Act Reports or necessary in order to make the statements in such Parent Buyer Exchange Act Reports, in light of the circumstances under which they were made, not misleading. No Parent Except for Buyer Subsidiaries that are registered as a securities broker or dealer or investment advisor, no Buyer Subsidiary is required to file any Exchange Act Documents. (b) Each of the Parent Buyer Financial Statements (including, in each case, any related notes) contained in the Parent Buyer Exchange Act Reports, including any Parent Buyer Exchange Act Reports filed after the date of this Agreement until the Effective Time, complied, or will comply, complied as to form in all material respects with the applicable published rules and regulations of the Exchange Act with respect thereto, was prepared in accordance with GAAP applied on a consistent basis throughout the periods involved (except as may be indicated in the notes to such financial statements or, in the case of unaudited interim statements, as permitted by Quarterly Reports on Form 10-Q of the Exchange Act), and fairly presented in all material respects the consolidated financial position of Parent Buyer and its Subsidiaries as at the respective dates and the consolidated results of operations and cash flows for the periods indicated, except that the unaudited interim financial statements were or are subject to normal and recurring year-end adjustments which were not or are not expected to be material in amount or effect. The Parent Financial Statements are certified to the extent required by the Xxxxxxxx-Xxxxx Act. (c) Parent’s independent public accountants, which have expressed their opinion with respect to the Financial Statements of Parent included in Parent’s Exchange Act Reports (including the related notes), are and have been throughout the periods covered by such Financial Statements (x) a registered public accounting firm (as defined in Section 2(a)(12) of the Xxxxxxxx-Xxxxx Act) (to the extent applicable during such period), (y) “independent” with respect to BFTL within the meaning of Regulation S-X and, (z) with respect to Parent, in compliance with subsections (g) through (l) of Section 10A of the Exchange Act and related Securities Laws. (d) Parent maintains disclosure controls and procedures required by Rule 13a-15 or 15d-15 under the Exchange Act; such controls and procedures are effective to ensure that all material information concerning Parent is made known on a timely basis to the individuals responsible for the preparation of Parent’s Exchange Act Documents. Parent maintains internal control over financial reporting required by Rule 13a-15 or 15d-15 under the Exchange Act that is effective to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with GAAP. (e) Since January 1, 2018, neither Parent nor any Parent Subsidiary nor, to Parent’s Knowledge, any director, officer, employee, auditor, accountant, or representative of Parent or any Parent Subsidiary has received, or otherwise had or obtained Knowledge of, any material complaint, allegation, assertion or claim regarding the accounting or auditing practices, procedures, methodologies or methods of Parent or any Parent Subsidiary or their respective internal accounting controls, including any material complain, allegation, assertion or claim that Parent or any Parent Subsidiary has engaged in questionable accounting or auditing practices.

Exchange Act Filings; Financial Statements. (a) Parent Buyer has timely filed and made available to BFTL all Exchange Act Documents required to be filed by Parent Buyer since December 31January 1, 2017 2019 (together with all such Exchange Act Documents filed, whether or not required to be filed, the “Parent Buyer Exchange Act Reports”). The Parent Buyer Exchange Act Reports (i) at the time filedfiled (or, if amended or superseded by a filing prior to the date of this Agreement, then on the date of such amended or subsequent filing or, in the case of registration statements, at the effective date thereof), complied in all material respects with the applicable requirements of the Securities Laws and other applicable Laws and (ii) did not, at the time they were filed (or, if amended or superseded by a filing prior to the date of this Agreement, then on the date of such amended or subsequent filing or, in the case of registration statements, at the effective date thereof) contain any untrue statement of a material fact or omit to state a material fact required to be stated in such Parent Buyer Exchange Act Reports or necessary in order to make the statements in such Parent Buyer Exchange Act Reports, in light of the circumstances under which they were made, not misleading. No Parent Buyer Subsidiary is required to file any Exchange Act Documents. (b) Each of the Parent Buyer Financial Statements (including, in each case, any related notes) contained in the Parent Buyer Exchange Act Reports, including any Parent Buyer Exchange Act Reports filed after the date of this Agreement until the Effective Time, complied, or will comply, as to form in all material respects with the applicable published rules and regulations of the Exchange Act with respect thereto, was was, or will be prepared in accordance with GAAP applied on a consistent basis throughout the periods involved (except as may be indicated in the notes to such financial statements or, in the case of unaudited interim statements, as permitted by Quarterly Reports on Form 10-Q of the Exchange Act), and fairly presented or will fairly present in all material respects the consolidated financial position of Parent Buyer and its Subsidiaries as at of the respective dates and the consolidated results of operations and cash flows for the periods indicated, except that the unaudited interim financial statements were or are subject to normal and recurring year-end adjustments which were not or are not expected to be material in amount or effect. The Parent Financial Statements are certified to the extent required by the Xxxxxxxx-Xxxxx Act. (c) ParentBuyer’s independent public accountants, which have expressed their opinion with respect to the Financial Statements of Parent Buyer included in ParentBuyer’s Exchange Act Reports (including the related notes), are and have been throughout the periods covered by such Financial Statements (xi) a registered public accounting firm (as defined in Section 2(a)(12) of the Xxxxxxxx-Xxxxx Act) (to the extent applicable during such period), (yii) “independent” with respect to BFTL Buyer within the meaning of Regulation S-X andX, and (ziii) with respect to ParentBuyer, in compliance with subsections (g) through (l) of Section 10A of the Exchange Act and related Securities Laws. (d) Parent Buyer maintains disclosure controls and procedures required by Rule 13a-15 or 15d-15 under the Exchange Act; such controls and procedures are effective to ensure that all material information concerning Parent Buyer is made known on a timely basis to the individuals responsible for the preparation of ParentBuyer’s Exchange Act Documents. Parent maintains internal control over financial reporting required by Rule 13a-15 or 15d-15 under the Exchange Act that is effective to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with GAAP. (e) Since January 1, 2018, neither Parent nor any Parent Subsidiary nor, to Parent’s Knowledge, any director, officer, employee, auditor, accountant, or representative of Parent or any Parent Subsidiary has received, or otherwise had or obtained Knowledge of, any material complaint, allegation, assertion or claim regarding the accounting or auditing practices, procedures, methodologies or methods of Parent or any Parent Subsidiary or their respective internal accounting controls, including any material complain, allegation, assertion or claim that Parent or any Parent Subsidiary has engaged in questionable accounting or auditing practices.

Exchange Act Filings; Financial Statements. (a) Parent CBAC has timely filed and made available to BFTL TFC all Exchange Act Documents required to be filed by Parent CBAC since December 31, 2017 inception (together with all such Exchange Act Documents filed, whether or not required to be filed, the “Parent CBAC Exchange Act Reports”). The Parent CBAC Exchange Act Reports (i) at the time filed, complied in all material respects with the applicable requirements of the Securities Laws and other applicable Laws and (ii) did not, at the time they were filed (or, if amended or superseded by a filing prior to the date of this Agreement, then on the date of such amended or subsequent filing or, in the case of registration statements, at the effective date thereof) contain any untrue statement of a material fact or omit to state a material fact required to be stated in such Parent CBAC Exchange Act Reports or necessary in order to make the statements in such Parent CBAC Exchange Act Reports, in light of the circumstances under which they were made, not misleading. No Parent Subsidiary is required to file any Exchange Act Documents. (b) Each of the Parent CBAC Financial Statements (including, in each case, any related notes) contained in the Parent CBAC Exchange Act Reports, including any Parent CBAC Exchange Act Reports filed after the date of this Agreement until the Effective Time, complied, or will comply, as to form in all material respects with the applicable published rules and regulations of the Exchange Act with respect thereto, was prepared in accordance with GAAP applied on a consistent basis throughout the periods involved (except as may be indicated in the notes to such financial statements or, in the case of unaudited interim statements, as permitted by Quarterly Reports on Form 10-Q of the Exchange Act), and fairly presented in all material respects the consolidated financial position of Parent and its Subsidiaries CBAC as at the respective dates and the consolidated results of operations and cash flows for the periods indicated, including the fair values of the assets and liabilities shown therein, except that the unaudited interim financial statements were or are subject to normal and recurring year-end adjustments which were not or are not expected to be material in amount or effect. The Parent Financial Statements are , and were certified to the extent required by the Xxxxxxxx-Xxxxx Act. (c) ParentEach of CBAC’s independent public accountants, which have expressed their opinion with respect to the Financial Statements of Parent CBAC included in ParentCBAC’s Exchange Act Reports (including the related notes), are is and have has been throughout the periods covered by such CBAC Financial Statements (x) a independent registered public accounting firm (as defined accountants with respect to CBAC within the meaning of the Securities Laws and is registered with the Public Company Accounting Oversight Board. With respect to CBAC, each of CBAC’s independent public accountants is not and has not been in Section 2(a)(12) violation of auditor independence requirement of the Xxxxxxxx-Xxxxx Act) (to Act and the extent applicable during such period), (y) “independent” with respect to BFTL within the meaning of Regulation S-X and, (z) with respect to Parent, rules and regulations promulgated in compliance with subsections (g) through (lconnection therewith. Section 6.5(c) of Section 10A the CBAC Disclosure Memorandum lists all non-audit services performed by each of the Exchange Act and related Securities LawsCBAC’s independent public accountants for CBAC since inception. (d) Parent CBAC maintains disclosure controls and procedures required by Rule 13a-15 13a-15(b) or 15d-15 15d-15(b) under the Exchange Act; such controls and procedures are effective to ensure that all material information concerning Parent CBAC is made known on a timely basis to the individuals responsible for principal executive officer and the preparation principal financial officer. Section 6.5(d) of Parent’s Exchange Act Documentsthe CBAC Disclosure Memorandum lists, and CBAC has delivered to TFC copies of, all written description of, and all policies, manuals and other documents promulgating such disclosure controls and procedures. Parent maintains internal control over financial reporting required by Rule 13a-15 or 15d-15 under CBAC and its directors and executive officers have complied at all times with Section 16(a) of the Exchange Act that is effective Act, including the filing requirements thereunder to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with GAAPextent applicable. (e) Since January 1, 2018, neither Parent nor any Parent Subsidiary nor, to Parent’s Knowledge, any director, officer, employee, auditor, accountant, or representative CBAC has reported the fair value of Parent or any Parent Subsidiary all warrants it has received, or otherwise had or obtained Knowledge of, any material complaint, allegation, assertion or claim regarding the accounting or auditing practices, procedures, methodologies or methods of Parent or any Parent Subsidiary or their respective internal accounting controlsissued, including any material complainwithout limitation, allegationthe CBAC Warrants, assertion or claim that Parent or any Parent Subsidiary has engaged on its CBAC Financial Statements in questionable accounting or auditing practicesaccordance with Emerging Issues Task Force No. 00-19, Accounting for Derivative Financial Instruments Indexed to, and Potentially Settled in a Company’s Own Stock.

Exchange Act Filings; Financial Statements. (a) Parent Buyer has timely filed and made available to BFTL Seller all Exchange Act Documents required to be filed by Parent Buyer since December 31July 1, 2017 2004 (together with all such Exchange Act Documents filed, whether or not required to be filed, the “Parent Buyer Exchange Act Reports”). The Parent Buyer Exchange Act Reports (i) at the time filed, complied in all material respects with the applicable requirements of the Securities Laws and other applicable Laws and (ii) did not, at the time they were filed (or, if amended or superseded by a filing prior to the date of this Agreement, then on the date of such amended or subsequent filing or, in the case of registration statements, at the effective date thereof) contain any untrue statement of a material fact or omit to state a material fact required to be stated in such Parent Buyer Exchange Act Reports or necessary in order to make the statements in such Parent Buyer Exchange Act Reports, in light of the circumstances under which they were made, not misleading. No Parent Subsidiary is Except as would not be reasonably likely to have a Buyer Material Adverse Effect, each offering or sale of securities by Buyer (i) was either registered under the Securities Act or made pursuant to a valid exemption from registration, (ii) complied in all material respects with the applicable requirements of the Securities Laws and other applicable Laws, except for immaterial late “blue sky” filings, including disclosure and broker/dealer registration requirements, and (iii) was made pursuant to offering documents that did not, at the time of the offering (or in the case of registration statements, at the effective date thereof) contain any untrue statement of a material fact or omit to state a material fact required to file any be stated in the offering documents or necessary in order to make the statements in such documents not misleading. Buyer’s principal executive officer and principal financial officer (and Buyer’s former principal executive officers and principal financial officers, as applicable) have made the certifications required by Sections 302 and 906 of the Sxxxxxxx-Xxxxx Act and the rules and regulations of the Exchange Act Documentsthereunder with respect to the Buyer Exchange Act Reports to the extent such rules or regulations applied at the time of the filing. For purposes of the preceding sentence, “principal executive officer” and “principal financial officer” have the meanings given to such terms in the Sarbanes—Oxley Act. Such certifications are included as exhibits to the applicable Buyer Exchange Act Reports and have not been modified or withdrawn; and neither Buyer nor any of its officers has received notice from any Regulatory Authority questioning or challenging the accuracy, completeness, content, form, or manner of filing or submission of such certifications. (b) Each of the Parent Buyer Financial Statements (including, in each case, any related notes) contained in the Parent Buyer Exchange Act Reports, including any Parent Buyer Exchange Act Reports filed after the date of this Agreement until the Effective Time, complied, or will comply, as to form in all material respects with the applicable published rules and regulations of the Exchange Act with respect thereto, was prepared in accordance with GAAP applied on a consistent basis throughout the periods involved (except as may be indicated in the notes to such financial statements or, in the case of unaudited interim statements, as permitted by Quarterly Reports on Form 10-Q of the Exchange Act), and fairly presented in all material respects the consolidated financial position of Parent Buyer and its Subsidiaries as at the respective dates and the consolidated results of operations and cash flows for the periods indicated, except that the unaudited interim financial statements were or are subject to normal and recurring year-end adjustments which were not or are not expected to be material in amount or effect. The Parent Financial Statements are certified to the extent required by the Xxxxxxxx-Xxxxx Act. (c) ParentBuyer’s independent public accountants, which have expressed their opinion with respect to the audited, annual Buyer Financial Statements of Parent included in Parent’s the Buyer Exchange Act Reports (including the related notes)Reports, to Buyer’s Knowledge, are and have been throughout the periods covered by such Financial Statements Statements, and Buyer’s current independent public accountants are: (x) a registered public accounting firm (as defined in Section 2(a)(12) of the XxxxxxxxSxxxxxxx-Xxxxx Act) (to the extent applicable during such period), (y) “independent” with respect to BFTL Buyer within the meaning of Regulation S-X of the SEC and, (z) with respect to ParentBuyer, in compliance with subsections (g) through (l) of Section 10A of the Exchange Act and related Securities Laws. (d) Parent Buyer maintains disclosure controls and procedures required by Rule 13a-15 or 15d-15 under the Exchange Act; , and such controls and procedures are effective to ensure that all material information concerning Parent relating to Buyer is made known on a timely basis to the individuals responsible for the preparation of ParentBuyer’s Exchange Act Documents. Parent maintains internal control over financial reporting required by Rule 13a-15 or 15d-15 under the Exchange Act that is effective to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with GAAP. (e) Since January 1, 2018, neither Parent nor any Parent Subsidiary nor, to Parent’s Knowledge, any director, officer, employee, auditor, accountant, or representative of Parent or any Parent Subsidiary has received, or otherwise had or obtained Knowledge of, any material complaint, allegation, assertion or claim regarding the accounting or auditing practices, procedures, methodologies or methods of Parent or any Parent Subsidiary or their respective Buyer and each Buyer Entity maintains accurate books and records reflecting its Assets and Liabilities in reasonable detail and maintains proper and adequate internal accounting controlscontrols (a) which provide reasonable assurance that receipts and expenditures are executed in accordance with authorization of management; (b) which provide reasonable assurance that transactions are recorded as necessary to permit preparation of the Buyer Financial Statements in accordance with GAAP and (c) regarding prevention or timely detection of unauthorized acquisition, including any use or disposition of its Assets that could have a material complain, allegation, assertion or claim that Parent or any Parent Subsidiary has engaged in questionable accounting or auditing practiceseffect on the Buyer Financial Statements.

Exchange Act Filings; Financial Statements. (a) Parent Buyer has timely filed and made available to BFTL Seller all Exchange Act Documents required to be filed by Parent Buyer since December 31, 2017 1999 (together with all such Exchange Act Documents filed, whether or not required to be filed, the “Parent Buyer Exchange Act Reports”). The Parent Buyer Exchange Act Reports (i) at the time filed, complied in all material respects with the applicable requirements of the Securities Laws and other applicable Laws and (ii) did not, at the time they were filed (or, if amended or superseded by a filing prior to the date of this Agreement, then on the date of such amended or subsequent filing or, in the case of registration statements, at the effective date thereof) contain any untrue statement of a material fact or omit to state a material fact required to be stated in such Parent Buyer Exchange Act Reports or necessary in order to make the statements in such Parent Buyer Exchange Act Reports, in light of the circumstances under which they were made, not misleading. No Parent Buyer Subsidiary is required to file any Exchange Act Documents. (b) Each of the Parent Buyer Financial Statements (including, in each case, any related notes) contained in the Parent Buyer Exchange Act Reports, including any Parent Buyer Exchange Act Reports filed after the date of this Agreement until the Effective Time, complied, or will comply, as to form in all material respects with the applicable published rules and regulations of the Exchange Act with respect thereto, was prepared in accordance with GAAP applied on a consistent basis throughout the periods involved (except as may be indicated in the notes to such financial statements or, in the case of unaudited interim statements, as permitted by Quarterly Reports on Form 10-Q of the Exchange Act), and fairly presented in all material respects the consolidated financial position of Parent Buyer and its Subsidiaries as at the respective dates and the consolidated results of operations and cash flows for the periods indicated, except that the unaudited interim financial statements were or are subject to normal and recurring year-end adjustments which were not or are not expected to be material in amount or effect. The Parent Buyer Financial Statements are certified to the extent required by the Xxxxxxxx-Xxxxx Act. (c) ParentBuyer’s independent public accountants, which have expressed their opinion with respect to the Financial Statements of Parent Buyer included in ParentBuyer’s Exchange Act Reports (including the related notes), are and have been throughout the periods covered by such Financial Statements (x) a registered public accounting firm (as defined in Section 2(a)(12) of the Xxxxxxxx-Xxxxx Act) (to the extent applicable during such period), (y) “independent” with respect to BFTL Seller within the meaning of Regulation S-X and, (z) with respect to ParentBuyer, in compliance with subsections (g) through (l) of Section 10A of the Exchange Act and related Securities Laws. (d) Parent Buyer maintains disclosure controls and procedures required by Rule 13a-15 or 15d-15 under the Exchange Act; such controls and procedures are effective to ensure that all material information concerning Parent Buyer is made known on a timely basis to the individuals responsible for the preparation of ParentBuyer’s Exchange Act Documents. Parent maintains internal control over financial reporting required by Rule 13a-15 or 15d-15 under the Exchange Act that is effective to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with GAAP. (e) Since January 1, 2018, neither Parent nor any Parent Subsidiary nor, to Parent’s Knowledge, any director, officer, employee, auditor, accountant, or representative of Parent or any Parent Subsidiary has received, or otherwise had or obtained Knowledge of, any material complaint, allegation, assertion or claim regarding the accounting or auditing practices, procedures, methodologies or methods of Parent or any Parent Subsidiary or their respective internal accounting controls, including any material complain, allegation, assertion or claim that Parent or any Parent Subsidiary has engaged in questionable accounting or auditing practices.

Exchange Act Filings; Financial Statements. (a) Parent Buyer has timely filed and made available to BFTL Seller all Exchange Act Documents required to be filed by Parent Buyer since December 31, 2017 1999 (together with all such Exchange Act Documents filed, whether or not required to be filed, the “Parent "Buyer Exchange Act Reports”"). The Parent Buyer Exchange Act Reports (i) at the time filed, complied in all material respects with the applicable requirements of the Securities Laws and other applicable Laws and (ii) did not, at the time they were filed (or, if amended or superseded by a filing prior to the date of this Agreement, then on the date of such amended or subsequent filing or, in the case of registration statements, at the effective date thereof) contain any untrue statement of a material fact or omit to state a material fact required to be stated in such Parent Buyer Exchange Act Reports or necessary in order to make the statements in such Parent Buyer Exchange Act Reports, in light of the circumstances under which they were made, not misleading. No Parent Except for Buyer Subsidiaries that are registered as a securities broker or dealer or investment advisor, no Buyer Subsidiary is required to file any Exchange Act Documents. (b) Each of the Parent Buyer Financial Statements (including, in each case, any related notes) contained in the Parent Buyer Exchange Act Reports, including any Parent Buyer Exchange Act Reports filed after the date of this Agreement until the Effective Time, complied, or will comply, as to form in all material respects with the applicable published rules and regulations of the Exchange Act with respect thereto, was prepared in accordance with GAAP applied on a consistent basis throughout the periods involved (except as may be indicated in the notes to such financial statements or, in the case of unaudited interim statements, as permitted by Quarterly Reports on Form 10-Q of the Exchange Act), and fairly presented in all material respects the consolidated financial position of Parent Buyer and its Subsidiaries as at the respective dates and the consolidated results of operations and cash flows for the periods indicated, except that the unaudited interim financial statements were or are subject to normal and recurring year-end adjustments which were not or are not expected to be material in amount or effect. The Parent Buyer Financial Statements are certified to the extent required by the XxxxxxxxSarbanes-Xxxxx Oxley Act. (cx) Parent’s Xxxxx'x independent public accountants, which have expressed their opinion with respect to the Financial Statements of Parent Buyer included in Parent’s Buyer's Exchange Act Reports (including the related notes), are and have been throughout the periods covered by such Financial Statements (x) a registered public accounting firm (as defined in Section 2(a)(12) of the XxxxxxxxSarbanes-Xxxxx Oxley Act) (to the extent applicable during such period), (yx) “independent” "xxxxxxxdent" with respect to BFTL Seller within the meaning of Regulation S-X and, (z) with respect to ParentBuyer, in compliance with subsections (g) through (l) of Section 10A of the Exchange Act and related Securities Laws. (d) Parent maintains disclosure controls and procedures required by Rule 13a-15 or 15d-15 under the Exchange Act; such controls and procedures are effective to ensure that all material information concerning Parent is made known on a timely basis to the individuals responsible for the preparation of Parent’s Exchange Act Documents. Parent maintains internal control over financial reporting required by Rule 13a-15 or 15d-15 under the Exchange Act that is effective to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with GAAP. (e) Since January 1, 2018, neither Parent nor any Parent Subsidiary nor, to Parent’s Knowledge, any director, officer, employee, auditor, accountant, or representative of Parent or any Parent Subsidiary has received, or otherwise had or obtained Knowledge of, any material complaint, allegation, assertion or claim regarding the accounting or auditing practices, procedures, methodologies or methods of Parent or any Parent Subsidiary or their respective internal accounting controls, including any material complain, allegation, assertion or claim that Parent or any Parent Subsidiary has engaged in questionable accounting or auditing practices.

Exchange Act Filings; Financial Statements. (a) Parent Buyer has timely filed and made available to BFTL Seller all Exchange Act Documents required to be filed by Parent Buyer since December 31, 2017 1999 (together with all such Exchange Act Documents filed, whether or not required to be filed, the “Parent Buyer Exchange Act Reports”). The Parent Buyer Exchange Act Reports (i) at the time filed, complied in all material respects with the applicable requirements of the Securities Laws and other applicable Laws and (ii) did not, at the time they were filed (or, if amended or superseded by a filing prior to the date of this Agreement, then on the date of such amended or subsequent filing or, in the case of registration statements, at the effective date thereof) contain any untrue statement of a material fact or omit to state a material fact required to be stated in such Parent Buyer Exchange Act Reports or necessary in order to make the statements in such Parent Buyer Exchange Act Reports, in light of the circumstances under which they were made, not misleading. No Parent Except for Buyer Subsidiaries that are registered as a securities broker or dealer or investment advisor, no Buyer Subsidiary is required to file any Exchange Act Documents. (b) Each of the Parent Buyer Financial Statements (including, in each case, any related notes) contained in the Parent Buyer Exchange Act Reports, including any Parent Buyer Exchange Act Reports filed after the date of this Agreement until the Effective Time, complied, or will comply, complied as to form in all material respects with the applicable published rules and regulations of the Exchange Act with respect thereto, was prepared in accordance with GAAP applied on a consistent basis throughout the periods involved (except as may be indicated in the notes to such financial statements or, in the case of unaudited interim statements, as permitted by Quarterly Reports on Form 10-Q of the Exchange Act), and fairly presented in all material respects the consolidated financial position of Parent Buyer and its Subsidiaries as at the respective dates and the consolidated results of operations and cash flows for the periods indicated, except that the unaudited interim financial statements were or are subject to normal and recurring year-end adjustments which were not or are not expected to be material in amount or effect. The Parent Financial Statements are certified to the extent required by the Xxxxxxxx-Xxxxx Act. (c) Parent’s independent public accountants, which have expressed their opinion with respect to the Financial Statements of Parent included in Parent’s Exchange Act Reports (including the related notes), are and have been throughout the periods covered by such Financial Statements (x) a registered public accounting firm (as defined in Section 2(a)(12) of the Xxxxxxxx-Xxxxx Act) (to the extent applicable during such period), (y) “independent” with respect to BFTL within the meaning of Regulation S-X and, (z) with respect to Parent, in compliance with subsections (g) through (l) of Section 10A of the Exchange Act and related Securities Laws. (d) Parent maintains disclosure controls and procedures required by Rule 13a-15 or 15d-15 under the Exchange Act; such controls and procedures are effective to ensure that all material information concerning Parent is made known on a timely basis to the individuals responsible for the preparation of Parent’s Exchange Act Documents. Parent maintains internal control over financial reporting required by Rule 13a-15 or 15d-15 under the Exchange Act that is effective to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with GAAP. (e) Since January 1, 2018, neither Parent nor any Parent Subsidiary nor, to Parent’s Knowledge, any director, officer, employee, auditor, accountant, or representative of Parent or any Parent Subsidiary has received, or otherwise had or obtained Knowledge of, any material complaint, allegation, assertion or claim regarding the accounting or auditing practices, procedures, methodologies or methods of Parent or any Parent Subsidiary or their respective internal accounting controls, including any material complain, allegation, assertion or claim that Parent or any Parent Subsidiary has engaged in questionable accounting or auditing practices.

Exchange Act Filings; Financial Statements. (a) Parent Buyer has timely filed and made available to BFTL Seller all Exchange Act Documents required to be filed by Parent Buyer since December 31, 2017 1999 (together with all such Exchange Act Documents filed, whether or not required to be filed, the “Parent Buyer Exchange Act Reports”). The Parent Buyer Exchange Act Reports (i) at the time filed, complied in all material respects with the applicable requirements of the Securities Laws and other applicable Laws and (ii) did not, at the time they were filed (or, if amended or superseded by a filing prior to the date of this Agreement, then on the date of such amended or subsequent filing or, in the case of registration statements, at the effective date thereof) contain any untrue statement of a material fact or omit to state a material fact required to be stated in such Parent Buyer Exchange Act Reports or necessary in order to make the statements in such Parent Buyer Exchange Act Reports, in light of the circumstances under which they were made, not misleading. No Parent Except for Buyer Subsidiaries that are registered as a securities broker or dealer or investment advisor, no Buyer Subsidiary is required to file any Exchange Act Documents. (b) Each of the Parent Buyer Financial Statements (including, in each case, any related notes) contained in the Parent Buyer Exchange Act Reports, including any Parent Buyer Exchange Act Reports filed after the date of this Agreement until the Effective Time, complied, or will comply, as to form in all material respects with the applicable published rules and regulations of the Exchange Act with respect thereto, was prepared in accordance with GAAP applied on a consistent basis throughout the periods involved (except as may be indicated in the notes to such financial statements or, in the case of unaudited interim statements, as permitted by Quarterly Reports on Form 10-Q of the Exchange Act), and fairly presented in all material respects the consolidated financial position of Parent Buyer and its Subsidiaries as at the respective dates and the consolidated results of operations and cash flows for the periods indicated, except that the unaudited interim financial statements were or are subject to normal and recurring year-end adjustments which were not or are not expected to be material in amount or effect. The Parent Buyer Financial Statements are certified to the extent required by the Xxxxxxxx-Xxxxx Act. (c) ParentBuyer’s independent public accountants, which have expressed their opinion with respect to the Financial Statements of Parent Buyer included in ParentBuyer’s Exchange Act Reports (including the related notes), are and have been throughout the periods covered by such Financial Statements (x) a registered public accounting firm (as defined in Section 2(a)(12) of the Xxxxxxxx-Xxxxx Act) (to the extent applicable during such period), (y) “independent” with respect to BFTL Seller within the meaning of Regulation S-X and, (z) with respect to ParentBuyer, in compliance with subsections (g) through (l) of Section 10A of the Exchange Act and related Securities Laws. (d) Parent Buyer maintains disclosure controls and procedures required by Rule 13a-15 or 15d-15 under the Exchange Act; such controls and procedures are effective to ensure that all material information concerning Parent Buyer is made known on a timely basis to the individuals responsible for the preparation of ParentBuyer’s Exchange Act Documents. Parent maintains internal control over financial reporting required by Rule 13a-15 or 15d-15 under the Exchange Act that is effective to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with GAAP. (e) Since January 1, 2018, neither Parent nor any Parent Subsidiary nor, to Parent’s Knowledge, any director, officer, employee, auditor, accountant, or representative of Parent or any Parent Subsidiary has received, or otherwise had or obtained Knowledge of, any material complaint, allegation, assertion or claim regarding the accounting or auditing practices, procedures, methodologies or methods of Parent or any Parent Subsidiary or their respective internal accounting controls, including any material complain, allegation, assertion or claim that Parent or any Parent Subsidiary has engaged in questionable accounting or auditing practices.

Exchange Act Filings; Financial Statements. (a) Parent Buyer has timely filed and made available to BFTL all Exchange Act Documents reports, forms or other information required to be filed by Parent since December 31it under the Securities Act of 1933, 2017 as amended (together with all such the "Securities Act"), and the Securities Exchange Act Documents filedof 1934, whether as amended (the "Exchange Act"), including pursuant to Section 13(a) or not 15(d) thereof, for the twelve months preceding the date hereof (or such shorter period as Buyer was required by law to be filedfile such reports, forms or other information) (the foregoing materials being collectively referred to herein as the "SEC Reports") on a timely basis or has timely filed a valid extension of such time of filing and has filed any such SEC Reports prior to the expiration of any such extension. As of their respective dates, the “Parent Exchange Act Reports”). The Parent Exchange Act SEC Reports (i) at the time filed, complied in all material respects with the applicable requirements of the Securities Laws Act and other applicable Laws the Exchange Act and (ii) did notthe rules and regulations of the SEC promulgated thereunder, at and none of the time they were filed (orSEC Reports, if amended or superseded by a filing prior to the date of this Agreementwhen filed, then on the date of such amended or subsequent filing or, in the case of registration statements, at the effective date thereof) contain contained any untrue statement of a material fact or omit omitted to state a material fact required to be stated in such Parent Exchange Act Reports therein or necessary in order to make the statements in such Parent Exchange Act Reportstherein, in light of the circumstances under which they were made, not misleading. No Parent Subsidiary is required to file any Exchange Act Documents. (b) Each The financial statements of the Parent Financial Statements (including, in each case, any related notes) contained Buyer included in the Parent Exchange Act Reports, including any Parent Exchange Act SEC Reports filed after the date of this Agreement until the Effective Time, complied, or will comply, as to form in all material respects respects, with applicable accounting requirements and the applicable published rules and regulations of the Exchange Act SEC with respect thereto, was thereto as in effect at the time of filing. Such financial statements have been prepared in accordance with GAAP generally accepted accounting principles applied on a consistent basis throughout during the periods involved (involved, except as may be indicated otherwise specified in the notes to such financial statements or, in or the case of unaudited interim statements, as permitted by Quarterly Reports on Form 10-Q of the Exchange Act)notes thereto, and fairly presented present in all material respects the consolidated financial position of Parent Buyer and its Subsidiaries consolidated subsidiaries as at of and for the respective dates thereof and the consolidated results of operations and cash flows for the periods indicatedthen ended, except that subject, in the case of unaudited interim financial statements were or are subject statements, to normal and recurring normal, immaterial, year-end adjustments which were not audit adjustments. For purposes of this Agreement, any reports, forms or are not expected to be material in amount or effect. The Parent Financial Statements are certified other information provided to the extent required SEC, whether by the Xxxxxxxx-Xxxxx Act. (c) Parent’s independent public accountantsfiling, which have expressed their opinion with respect to the Financial Statements of Parent furnishing or otherwise providing, is included in Parent’s Exchange Act Reports the term "filed" (including the related notes), are and have been throughout the periods covered by such Financial Statements (x) a registered public accounting firm (as defined in Section 2(a)(12) of the Xxxxxxxx-Xxxxx Act) (to the extent applicable during such period), (y) “independent” with respect to BFTL within the meaning of Regulation S-X and, (z) with respect to Parent, in compliance with subsections (g) through (l) of Section 10A of the Exchange Act and related Securities Laws. (d) Parent maintains disclosure controls and procedures required by Rule 13a-15 or 15d-15 under the Exchange Act; such controls and procedures are effective to ensure that all material information concerning Parent is made known on a timely basis to the individuals responsible for the preparation of Parent’s Exchange Act Documents. Parent maintains internal control over financial reporting required by Rule 13a-15 or 15d-15 under the Exchange Act that is effective to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with GAAP. (e) Since January 1, 2018, neither Parent nor any Parent Subsidiary nor, to Parent’s Knowledge, any director, officer, employee, auditor, accountant, or representative of Parent or any Parent Subsidiary has received, or otherwise had or obtained Knowledge of, any material complaint, allegation, assertion or claim regarding the accounting or auditing practices, procedures, methodologies or methods of Parent or any Parent Subsidiary or their respective internal accounting controls, including any material complain, allegation, assertion or claim that Parent or any Parent Subsidiary has engaged in questionable accounting or auditing practicesderivations thereof).

Exchange Act Filings; Financial Statements. (a) Parent Buyer has timely filed and made available to BFTL all Exchange Act Documents required to be filed by Parent Buyer since December 31January 1, 2017 2019 (together with all such Exchange Act Documents filed, whether or not required to be filed, the “Parent Buyer Exchange Act Reports”). The Parent Buyer Exchange Act Reports (i) at the time filedfiled (or, if amended or superseded by a filing prior to the date of this Agreement, then on the date of such amended or subsequent filing or, in the case of registration statements, at the effective date thereof), complied in all material respects with the applicable requirements of the Securities Laws and other applicable Laws and (ii) did not, at the time they were filed (or, if amended or superseded by a filing prior to the date of this Agreement, then on the date of such amended or subsequent filing or, in the case of registration statements, at the effective date thereof) contain any untrue statement of a material fact or omit to state a material fact required to be stated in such Parent Buyer Exchange Act Reports or necessary in order to make the statements in such Parent Buyer Exchange Act Reports, in light of the circumstances under which they were made, not misleading. No Parent Buyer Subsidiary is required to file any Exchange Act Documents. (b) Each of the Parent Buyer Financial Statements (including, in each case, any related notes) contained in the Parent Buyer Exchange Act Reports, including any Parent Buyer Exchange Act Reports filed after the date of this Agreement until the Effective Time, complied, or will comply, as to form in all material respects with the applicable published rules and regulations of the Exchange Act with respect thereto, was was, or will be prepared in accordance with GAAP applied on a consistent basis throughout the periods involved (except as may be indicated in the notes to such financial statements or, in the case of unaudited interim statements, as permitted by Quarterly Reports on Form 10-Q of the Exchange Act), and fairly presented or will fairly present in all material respects the consolidated financial position of Parent Buyer and its Subsidiaries as at of the respective dates and the consolidated results of operations and cash flows for the periods indicated, except that the unaudited interim financial statements were or are subject to normal and recurring year-end adjustments which were not or are not expected to be material in amount or effect. The Parent Financial Statements are certified to the extent required by the Xxxxxxxx-Xxxxx Act. (c) ParentBuyer’s independent public accountants, which have expressed their opinion with respect to the Financial Statements of Parent Buyer included in ParentBuyer’s Exchange Act Reports (including the related notes), are and have been throughout the periods covered by such Financial Statements (xi) a registered public accounting firm (as defined in Section 2(a)(12) of the XxxxxxxxSxxxxxxx-Xxxxx Act) (to the extent applicable during such period), (yii) “independent” with respect to BFTL Buyer within the meaning of Regulation S-X andX, and (ziii) with respect to ParentBuyer, in compliance with subsections (g) through (l) of Section 10A of the Exchange Act and related Securities Laws. (d) Parent Buyer maintains disclosure controls and procedures required by Rule 13a-15 or 15d-15 under the Exchange Act; such controls and procedures are effective to ensure that all material information concerning Parent Buyer is made known on a timely basis to the individuals responsible for the preparation of ParentBuyer’s Exchange Act Documents. Parent maintains internal control over financial reporting required by Rule 13a-15 or 15d-15 under the Exchange Act that is effective to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with GAAP. (e) Since January 1, 2018, neither Parent nor any Parent Subsidiary nor, to Parent’s Knowledge, any director, officer, employee, auditor, accountant, or representative of Parent or any Parent Subsidiary has received, or otherwise had or obtained Knowledge of, any material complaint, allegation, assertion or claim regarding the accounting or auditing practices, procedures, methodologies or methods of Parent or any Parent Subsidiary or their respective internal accounting controls, including any material complain, allegation, assertion or claim that Parent or any Parent Subsidiary has engaged in questionable accounting or auditing practices.

Exchange Act Filings; Financial Statements. (a) Parent Buyer has timely filed and made available to BFTL all Exchange Act Documents required to be filed by Parent Buyer since December 31January 1, 2017 2013 (together with all such Exchange Act Documents filed, whether or not required to be filed, the “Parent Buyer Exchange Act Reports”). The Parent Buyer Exchange Act Reports (i) at the time filedfiled (or, if amended or superseded by a filing prior to the date of this Agreement, then on the date of such amended or subsequent filing or, in the case of registration statements, at the effective date thereof), complied in all material respects with the applicable requirements of the Securities Laws and other applicable Laws and (ii) did not, at the time they were filed (or, if amended or superseded by a filing prior to the date of this Agreement, then on the date of such amended or subsequent filing or, in the case of registration statements, at the effective date thereof) contain any untrue statement of a material fact or omit to state a material fact required to be stated in such Parent Buyer Exchange Act Reports or necessary in order to make the statements in such Parent Buyer Exchange Act Reports, in light of the circumstances under which they were made, not misleading. No Parent Buyer Subsidiary is required to file any Exchange Act Documents. (b) Each of the Parent Buyer Financial Statements (including, in each case, any related notes) contained in the Parent Buyer Exchange Act Reports, including any Parent Buyer Exchange Act Reports filed after the date of this Agreement until the Effective Time, complied, or will comply, as to form in all material respects with the applicable published rules and regulations of the Exchange Act with respect thereto, was was, or will be prepared in accordance with GAAP applied on a consistent basis throughout the periods involved (except as may be indicated in the notes to such financial statements or, in the case of unaudited interim statements, as permitted by Quarterly Reports on Form 10-Q of the Exchange Act), and fairly presented or will fairly present in all material respects the consolidated financial position of Parent Buyer and its Subsidiaries as at of the respective dates and the consolidated results of operations and cash flows for the periods indicated, except that the unaudited interim financial statements were or are subject to normal and recurring year-end adjustments which were not or are not expected to be material in amount or effect. The Parent Buyer Financial Statements are certified to the extent required by the Xxxxxxxx-Xxxxx Act. (c) ParentBuyer’s independent public accountants, which have expressed their opinion with respect to the Buyer Financial Statements of Parent included in Parent’s the Buyer Exchange Act Reports (including the related notes), are and have been throughout the periods covered by such Financial Statements (xi) a registered public accounting firm (as defined in Section 2(a)(12) of the Xxxxxxxx-Xxxxx Act) (to the extent applicable during such period), (yii) “independent” with respect to BFTL Buyer within the meaning of Regulation S-X andX, and (ziii) with respect to ParentBuyer, in compliance with subsections (g) through (l) of Section 10A of the Exchange Act and related Securities Laws. (d) Parent Buyer maintains disclosure controls and procedures required by Rule 13a-15 or 15d-15 under the Exchange Act; such controls and procedures are effective to ensure that all material information concerning Parent Buyer is made known on a timely basis to the individuals responsible for the preparation of ParentBuyer’s Exchange Act Documents. Parent maintains internal control over financial reporting required by Rule 13a-15 or 15d-15 under the Exchange Act that is effective to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with GAAP. (e) Since January 1, 2018, neither Parent nor any Parent Subsidiary nor, to Parent’s Knowledge, any director, officer, employee, auditor, accountant, or representative of Parent or any Parent Subsidiary has received, or otherwise had or obtained Knowledge of, any material complaint, allegation, assertion or claim regarding the accounting or auditing practices, procedures, methodologies or methods of Parent or any Parent Subsidiary or their respective internal accounting controls, including any material complain, allegation, assertion or claim that Parent or any Parent Subsidiary has engaged in questionable accounting or auditing practices.

Exchange Act Filings; Financial Statements. (a) Parent Buyer has timely filed and made available to BFTL all Exchange Act Documents required to be filed by Parent Buyer since December 31January 1, 2017 2018 (together with all such Exchange Act Documents filed, whether or not required to be filed, the “Parent Buyer Exchange Act Reports”). The Parent Buyer Exchange Act Reports (i) at the time filedfiled (or, if amended or superseded by a filing prior to the date of this Agreement, then on the date of such amended or subsequent filing or, in the case of registration statements, at the effective date thereof), complied in all material respects with the applicable requirements of the Securities Laws and other applicable Laws and (ii) did not, at the time they were filed (or, if amended or superseded by a filing prior to the date of this Agreement, then on the date of such amended or subsequent filing or, in the case of registration statements, at the effective date thereof) contain any untrue statement of a material fact or omit to state a material fact required to be stated in such Parent Buyer Exchange Act Reports or necessary in order to make the statements in such Parent Buyer Exchange Act Reports, in light of the circumstances under which they were made, not misleading. No Parent Buyer Subsidiary is required to file any Exchange Act Documents. (b) Each of the Parent Buyer Financial Statements (including, in each case, any related notes) contained in the Parent Buyer Exchange Act Reports, including any Parent Buyer Exchange Act Reports filed after the date of this Agreement until the Effective Time, complied, or will comply, as to form in all material respects with the applicable published rules and regulations of the Exchange Act with respect thereto, was was, or will be prepared in accordance with GAAP applied on a consistent basis throughout the periods involved (except as may be indicated in the notes to such financial statements or, in the case of unaudited interim statements, as permitted by Quarterly Reports on Form 10-Q of the Exchange Act), and fairly presented or will fairly present in all material respects the consolidated financial position of Parent Buyer and its Subsidiaries as at of the respective dates and the consolidated results of operations and cash flows for the periods indicated, except that the unaudited interim financial statements were or are subject to normal and recurring year-end adjustments which were not or are not expected to be material in amount or effect. The Parent Financial Statements are certified to the extent required by the Xxxxxxxx-Xxxxx Act. (c) ParentBuyer’s independent public accountants, which have expressed their opinion with respect to the Financial Statements of Parent Buyer included in ParentBuyer’s Exchange Act Reports (including the related notes), are and have been throughout the periods covered by such Financial Statements (xi) a registered public accounting firm (as defined in Section 2(a)(12) of the XxxxxxxxSxxxxxxx-Xxxxx Act) (to the extent applicable during such period), (yii) “independent” with respect to BFTL Buyer within the meaning of Regulation S-X andX, and (ziii) with respect to ParentBuyer, in compliance with subsections (g) through (l) of Section 10A of the Exchange Act and related Securities Laws. (d) Parent Buyer maintains disclosure controls and procedures required by Rule 13a-15 or 15d-15 under the Exchange Act; such controls and procedures are effective to ensure that all material information concerning Parent Buyer is made known on a timely basis to the individuals responsible for the preparation of ParentBuyer’s Exchange Act Documents. Parent maintains internal control over financial reporting required by Rule 13a-15 or 15d-15 under the Exchange Act that is effective to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with GAAP. (e) Since January 1, 2018, neither Parent nor any Parent Subsidiary nor, to Parent’s Knowledge, any director, officer, employee, auditor, accountant, or representative of Parent or any Parent Subsidiary has received, or otherwise had or obtained Knowledge of, any material complaint, allegation, assertion or claim regarding the accounting or auditing practices, procedures, methodologies or methods of Parent or any Parent Subsidiary or their respective internal accounting controls, including any material complain, allegation, assertion or claim that Parent or any Parent Subsidiary has engaged in questionable accounting or auditing practices.

Exchange Act Filings; Financial Statements. (a) Parent Buyer has timely filed and made available to BFTL all Exchange Act Documents required to be filed by Parent Buyer since December 31January 1, 2017 2018 (together with all such Exchange Act Documents filed, whether or not required to be filed, the “Parent Buyer Exchange Act Reports”). The Parent Buyer Exchange Act Reports (i) at the time filedfiled (or, if amended or superseded by a filing prior to the date of this Agreement, then on the date of such amended or subsequent filing or, in the case of registration statements, at the effective date thereof), complied in all material respects with the applicable requirements of the Securities Laws and other applicable Laws and (ii) did not, at the time they were filed (or, if amended or superseded by a filing prior to the date of this Agreement, then on the date of such amended or subsequent filing or, in the case of registration statements, at the effective date thereof) contain any untrue statement of a material fact or omit to state a material fact required to be stated in such Parent Exchange Act Reports or necessary in order to make the statements in such Parent Exchange Act Reports, in light of the circumstances under which they were made, not misleading. No Parent Subsidiary is required to file any Exchange Act Documents.effective (b) Each of the Parent Buyer Financial Statements (including, in each case, any related notes) contained in the Parent Buyer Exchange Act Reports, including any Parent Buyer Exchange Act Reports filed after the date of this Agreement until the Effective Time, complied, or will comply, as to form in all material respects with the applicable published rules and regulations of the Exchange Act with respect thereto, was was, or will be prepared in accordance with GAAP applied on a consistent basis throughout the periods involved (except as may be indicated in the notes to such financial statements or, in the case of unaudited interim statements, as permitted by Quarterly Reports on Form 10-Q of the Exchange Act), and fairly presented or will fairly present in all material respects the consolidated financial position of Parent Buyer and its Subsidiaries as at of the respective dates and the consolidated results of operations and cash flows for the periods indicated, except that the unaudited interim financial statements were or are subject to normal and recurring year-end adjustments which were not or are not expected to be material in amount or effect. The Parent Financial Statements are certified to the extent required by the Xxxxxxxx-Xxxxx Act. (c) ParentBuyer’s independent public accountants, which have expressed their opinion with respect to the Financial Statements of Parent Buyer included in ParentBuyer’s Exchange Act Reports (including the related notes), are and have been throughout the periods covered by such Financial Statements (xi) a registered public accounting firm (as defined in Section 2(a)(12) of the Xxxxxxxx-Xxxxx Act) (to the extent applicable during such period), (yii) “independent” with respect to BFTL Buyer within the meaning of Regulation S-X andX, and (ziii) with respect to ParentBuyer, in compliance with subsections (g) through (l) of Section 10A of the Exchange Act and related Securities Laws. (d) Parent Buyer maintains disclosure controls and procedures required by Rule 13a-15 or 15d-15 under the Exchange Act; such controls and procedures are effective to ensure that all material information concerning Parent Buyer is made known on a timely basis to the individuals responsible for the preparation of ParentBuyer’s Exchange Act Documents. Parent maintains internal control over financial reporting required by Rule 13a-15 or 15d-15 under the Exchange Act that is effective to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with GAAP. (e) Since January 1, 2018, neither Parent nor any Parent Subsidiary nor, to Parent’s Knowledge, any director, officer, employee, auditor, accountant, or representative of Parent or any Parent Subsidiary has received, or otherwise had or obtained Knowledge of, any material complaint, allegation, assertion or claim regarding the accounting or auditing practices, procedures, methodologies or methods of Parent or any Parent Subsidiary or their respective internal accounting controls, including any material complain, allegation, assertion or claim that Parent or any Parent Subsidiary has engaged in questionable accounting or auditing practices.

Exchange Act Filings; Financial Statements. (a) Parent CBAC has timely filed and made available to BFTL TFC all Exchange Act Documents required to be filed by Parent CBAC since December 31, 2017 inception (together with all such Exchange Act Documents filed, whether or not required to be filed, the “Parent CBAC Exchange Act Reports”). The Parent CBAC Exchange Act Reports (i) at the time filed, complied in all material respects with the applicable requirements of the Securities Laws and other applicable Laws and (ii) did not, at the time they were filed (or, if amended or superseded by a filing prior to the date of this Agreement, then on the date of such amended or subsequent filing or, in the case of registration statements, at the effective date thereof) contain any untrue statement of a material fact or omit to state a material fact required to be stated in such Parent CBAC Exchange Act Reports or necessary in order to make the statements in such Parent CBAC Exchange Act Reports, in light of the circumstances under which they were made, not misleading. No Parent Subsidiary is required to file any Exchange Act Documents. (b) Each of the Parent CBAC Financial Statements (including, in each case, any related notes) contained in the Parent CBAC Exchange Act Reports, including any Parent CBAC Exchange Act Reports filed after the date of this Agreement until the Effective Time, complied, or will comply, as to form in all material respects with the applicable published rules and regulations of the Exchange Act with respect thereto, was prepared in accordance with GAAP applied on a consistent basis throughout the periods involved (except as may be indicated in the notes to such financial statements or, in the case of unaudited interim statements, as permitted by Quarterly Reports on Form 10-Q of the Exchange Act), and fairly presented in all material respects the consolidated financial position of Parent and its Subsidiaries CBAC as at the respective dates and the consolidated results of operations and cash flows for the periods indicated, including the fair values of the assets and liabilities shown therein, except that the unaudited interim financial statements were or are subject to normal and recurring year-end adjustments which were not or are not expected to be material in amount or effect. The Parent Financial Statements are , and were certified to the extent required by the XxxxxxxxSxxxxxxx-Xxxxx Act. (c) ParentEach of CBAC’s independent public accountants, which have expressed their opinion with respect to the Financial Statements of Parent CBAC included in ParentCBAC’s Exchange Act Reports (including the related notes), are is and have has been throughout the periods covered by such CBAC Financial Statements (x) a independent registered public accounting firm (as defined in Section 2(a)(12) of the Xxxxxxxx-Xxxxx Act) (to the extent applicable during such period), (y) “independent” accountants with respect to BFTL CBAC within the meaning of Regulation S-X and, (z) the Securities Laws and is registered with the Public Company Accounting Oversight Board. With respect to ParentCBAC, each of CBAC’s independent public accountants is not and has not been in compliance with subsections (g) through (lviolation of auditor independence requirement of the Sxxxxxxx-Xxxxx Act and the rules and regulations promulgated in connection therewith. Section 6.5(c) of Section 10A the CBAC Disclosure Memorandum lists all non-audit services performed by each of the Exchange Act and related Securities LawsCBAC’s independent public accountants for CBAC since inception. (d) Parent CBAC maintains disclosure controls and procedures required by Rule 13a-15 13a-15(b) or 15d-15 15d-15(b) under the Exchange Act; such controls and procedures are effective to ensure that all material information concerning Parent CBAC is made known on a timely basis to the individuals responsible for principal executive officer and the preparation principal financial officer. Section 6.5(d) of Parent’s Exchange Act Documentsthe CBAC Disclosure Memorandum lists, and CBAC has delivered to TFC copies of, all written description of, and all policies, manuals and other documents promulgating such disclosure controls and procedures. Parent maintains internal control over financial reporting required by Rule 13a-15 or 15d-15 under CBAC and its directors and executive officers have complied at all times with Section 16(a) of the Exchange Act that is effective Act, including the filing requirements thereunder to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with GAAPextent applicable. (e) Since January 1, 2018, neither Parent nor any Parent Subsidiary nor, to Parent’s Knowledge, any director, officer, employee, auditor, accountant, or representative CBAC has reported the fair value of Parent or any Parent Subsidiary all warrants it has received, or otherwise had or obtained Knowledge of, any material complaint, allegation, assertion or claim regarding the accounting or auditing practices, procedures, methodologies or methods of Parent or any Parent Subsidiary or their respective internal accounting controlsissued, including any material complainwithout limitation, allegationthe CBAC Warrants, assertion or claim that Parent or any Parent Subsidiary has engaged on its CBAC Financial Statements in questionable accounting or auditing practicesaccordance with Emerging Issues Task Force No. 00-19, Accounting for Derivative Financial Instruments Indexed to, and Potentially Settled in a Company’s Own Stock.