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

Exchange Act Reports; Financial Statements. The Company has delivered or made available to the Purchaser true and complete copies of the Exchange Act Reports (including, without limitation, proxy information and solicitation materials). As of their respective dates, the Exchange Act Reports complied in all material respects with the requirements of the Exchange Act and rules and regulations of the SEC promulgated thereunder and other Federal, state and local laws, rules and regulations applicable to such Exchange Act Reports, and none of the Exchange Act Reports contained any untrue statement of a material fact or omitted to state a material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading. The financial statements of the Company included in the Exchange Act Reports comply as to form in all material respects with applicable accounting requirements and the published rules and regulations of the SEC or other applicable rules and regulations with respect thereto. Such financial statements have been prepared in accordance with generally accepted accounting principles applied on a consistent basis during the periods involved (except (i) as may be otherwise indicated in such financial statements or the notes thereto or (ii) in the case of unaudited interim statements, to the extent they may not include footnotes or may be condensed or summary statements) and fairly present the financial condition of the Company as of the dates thereof and the results of operations and cash flows for the periods then ended (subject, in the case of unaudited statements, to normal year-end audit adjustments which in the aggregate will not be material).

Exchange Act Reports; Financial Statements. The Company has delivered or made available to the Purchaser Purchasers true and complete copies of the Exchange Act Reports (including, without limitation, proxy information and solicitation materials). As of their respective dates, the Exchange Act Reports complied in all material respects with the requirements of the Exchange Act and rules and regulations of the SEC promulgated thereunder and other Federal, state and local laws, rules and regulations applicable to such Exchange Act Reports, and none of the Exchange Act Reports contained any untrue statement of a material fact or omitted to state a material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading. The financial statements of the Company included in the Exchange Act Reports comply as to form in all material respects with applicable accounting requirements and the published rules and regulations of the SEC or other applicable rules and regulations with respect thereto. Such financial statements have been prepared in accordance with generally accepted accounting principles applied on a consistent basis during the periods involved (except (i) as may be otherwise indicated in such financial statements or the notes thereto or (ii) in the case of unaudited interim statements, to the extent they may not include footnotes or may be condensed or summary statements) and fairly present the financial condition of the Company as of the dates thereof and the results of operations and cash flows for the periods then ended (subject, in the case of unaudited statements, to normal year-end audit adjustments which in the aggregate will not be material).

Exchange Act Reports; Financial Statements. The Since January 1, 2019 (the “Reference Date”), the Company has delivered or made available filed all reports required to be filed by it under the Purchaser true Act and complete copies of the Exchange Act (the “SEC Reports”), or filed a valid extension of such time of filing and has filed the SEC Reports (including, without limitation, proxy information and solicitation materials)prior to the expiration of any such extension. As of their respective dates, the Exchange Act SEC Reports complied in all material respects with the requirements of the Act and the Exchange Act and the rules and regulations of the SEC Commission promulgated thereunder and other Federal, state and local laws, rules and regulations applicable to such Exchange Act Reportsthereunder, and none of the Exchange Act Reports SEC Reports, when filed, contained any untrue statement of a material fact or omitted to state a material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading. The financial statements of the Company included in the Exchange Act SEC Reports (the “Financial Statements”) comply as to form in all material respects with applicable accounting requirements and the published rules and regulations of the SEC or other applicable rules and regulations Commission with respect theretothereto as in effect at the time of filing. Such financial statements The Financial Statements have been prepared in accordance with generally accepted accounting principles applied on a consistent basis during the periods involved (involved, except (i) as may be otherwise indicated specified in such financial statements or the notes thereto or (ii) in the case of unaudited interim statementsfootnotes thereto, to the extent they may not include footnotes or may be condensed or summary statements) and fairly present in all material respects the financial condition position of the Company and its consolidated Subsidiaries as of and for the dates thereof and the results of operations and cash flows for the periods then ended (ended, subject, in the case of unaudited statements, to normal normal, immaterial, year-end audit adjustments which in adjustments. The Company has never been an issuer subject to Rule 144(i) under the aggregate will not be material)Act.