Common use of Filings; Financial Statements Clause in Contracts

Filings; Financial Statements. None of the Company’s SEC Documents contained, at the time they were filed, any untrue statement of a material fact or omitted to state any material fact required to be stated therein or necessary to make the statements made therein, in light of the circumstances under which they were made, not misleading. The Company has filed all reports, schedules, forms, statements and other documents required to be filed by the Company with the SEC under the 1934 Act on a timely basis or has received a valid extension of such time of filing and has filed any such report, schedule, form, statement or other document prior to the expiration of any such extension. As of their respective dates, the financial statements of the Company included in the Company’s SEC Documents complied as to form in all material respects with applicable accounting requirements and the published rules and regulations of the SEC with respect thereto. Such financial statements have been prepared in accordance with generally accepted accounting principles, consistently applied, during the periods involved (except (a) as may be otherwise indicated in such financial statements or the notes thereto, or (b) in the case of unaudited interim statements, to the extent they may exclude footnotes or may be condensed or summary statements) and fairly present in all material respects the financial position of the Company as of the dates thereof and the results of its operations and cash flows for the periods then ended (subject, in the case of unaudited statements, to normal year-end audit adjustments). No other information provided by or on behalf of the Company to the Buyer which is not included in the Company’s SEC Documents, including, without limitation, information referred to in this Agreement, contains any untrue statement of a material fact or omits to state any material fact necessary in order to make the statements therein, in the light of the circumstance under which they are or were made, not misleading.

Filings; Financial Statements. None of the Company’s SEC Documents contained, at the time they were filed, any untrue statement of a material fact or omitted to state any material fact required to be stated therein or necessary to make the statements made therein, in light of the circumstances under which they were made, not misleading. The Company has filed all reports, schedules, forms, statements and other documents required to be filed by the Company with the SEC under the 1934 Act on a timely basis or has received a valid extension of such time of filing and has filed any such report, schedule, form, statement or other document prior to the expiration of any such extension. As of their respective dates, the financial statements of the Company included in the Company’s SEC Documents complied as to form in all material respects with applicable accounting requirements and the published rules and regulations of the SEC with respect thereto. Such financial statements have been prepared in accordance with generally accepted accounting principles, consistently applied, during the periods involved (except (ai) as may be otherwise indicated in such financial statements or the notes thereto, or (bii) in the case of unaudited interim statements, to the extent they may exclude footnotes or may be condensed or summary statements) and fairly present in all material respects the financial position of the Company as of the dates thereof and the results of its operations and cash flows for the periods then ended (subject, in the case of unaudited statements, to normal year-end audit adjustments). No other information provided by or on behalf of the Company to the Buyer which is not included in the Company’s SEC Documents, including, without limitation, information referred to in this Agreement, contains any untrue statement of a material fact or omits to state any material fact necessary in order to make the statements therein, in the light of the circumstance under which they are or were made, not misleading.

Filings; Financial Statements. None of the Company’s SEC Documents contained, at the time they were filed, any untrue statement of a material fact or omitted to state any material fact required to be stated therein or necessary to make the statements made therein, in light of the circumstances under which they were made, not misleading. The Company (a) Parent has filed all reports, schedules, forms, statements and other documents required to be filed by the Company it with the SEC under TSE and the 1934 Act on a timely basis or has received a valid extension of OSC since December 31, 1998 (collectively, including all exhibits thereto and any registration statement filed since such time of filing and has filed any such reportdate, schedule, form, statement or other document prior to the expiration of any such extension"Parent Reports"). As of their the respective datesdates they were filed, (i) the financial statements of the Company included in the Company’s SEC Documents Parent Reports complied as to form in all material respects with applicable accounting the requirements of the TSE and the published rules OSC, as the case may be and regulations (ii) none of the SEC with respect thereto. Such Parent 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 made therein, in the light of the circumstances under which they were made, not misleading. (b) Each of the consolidated financial statements have been (including, in each case, any notes thereto) contained in the Parent Reports was prepared in accordance with Canadian generally accepted accounting principles, consistently applied, during principles ("Canadian GAAP") applied on a consistent basis throughout the periods involved indicated (except (a) as may be otherwise indicated in such financial statements or the notes theretothereto or, or (b) in the case of unaudited interim statements, to the extent they may exclude footnotes or may be condensed or summary statementsas permitted by Canadian GAAP) and fairly each presented or will present fairly, in all material respects respects, the consolidated financial position of the Company as of the dates thereof and the position, results of its operations and cash flows of Parent and its consolidated subsidiaries as at the respective dates thereof and for the respective periods then ended indicated therein, except as otherwise noted therein (subject, in the case of unaudited statements, to normal and recurring year-end audit adjustmentsadjustments which are not expected to be material, individually or in the aggregate). No . (c) Parent has heretofore furnished to the Company a complete and correct copy of any amendments or modifications (which have not yet been filed with the TSE or the OSC but which are required to be filed) to agreements, documents or other information provided instruments which previously had been filed by Parent with the TSE or on behalf the OSC. (d) Both before and after giving effect to the direct and indirect liabilities and obligations of the Company to the Buyer which is not included in the Company’s SEC Documents, including, without limitation, information referred to in Parent arising under this Agreement, contains any untrue statement whether absolute or contingent, the Parent: (i) is solvent (i.e., the aggregate fair value of a material fact or omits its assets exceeds the sum of its liabilities); (ii) has adequate working capital; and (iii) is able to state any material fact necessary in order to make the statements therein, in the light of the circumstance under which pay its debts as they are or were made, not misleadingmature.

Filings; Financial Statements. None of the Company’s SEC Documents contained, at the time they were filed, any untrue statement of a material fact or omitted to state any material fact required to be stated therein or necessary to make the statements made therein, in light of the circumstances under which they were made, not misleading. The Since December 31, 2006, the Company has filed all reports, schedules, forms, statements and other documents required to be filed by the Company with the SEC under the 1934 Act on a timely basis or has received a valid extension of such time of filing and has filed any such report, schedule, form, statement or other document SEC Document prior to the expiration of any such extension. As of their respective dates, the financial statements of the Company included in the Company’s SEC Documents complied as to form in all material respects with applicable accounting requirements and the published rules and regulations of the SEC with respect thereto. Such financial statements have been prepared in accordance with generally accepted accounting principles, consistently applied, during the periods involved (except (ai) as may be otherwise indicated in such financial statements or the notes Note thereto, or (bii) in the case of unaudited interim statements, to the extent they may exclude footnotes footnote or may be condensed or summary statements) and fairly present in all material respects the financial position of the Company as of the dates thereof and the results of its operations and cash flows for the periods then ended (subject, in the case of unaudited statements, to normal year-end audit adjustments). No other information provided by or on behalf of the Company to the Buyer which is not included in the Company’s SEC Documents, including, without limitation, information referred to in this Agreement, contains any untrue statement of a material fact or omits to state any material fact necessary in order to make the statements therein, in the light of the circumstance under which they are or were made, not misleading.

Filings; Financial Statements. None (a) The Company has filed all reports, schedules, forms, registration statements and other documents, together with any amendments and exhibits to the foregoing, required to be filed by it with the FAA, the DOT and the SEC since January 1, 2009 (such documents filed with the SEC, collectively, the “Company SEC Reports”), except for any failures to file any such document that, individually or in the aggregate, are not material. As of their respective dates, (i) the Company SEC Reports complied in all material respects with the applicable requirements of the Company’s Securities Act or the Exchange Act, as the case may be, and the rules and regulations thereunder, and (ii) none of the Company SEC Documents contained, at the time they were filed, Reports contained any untrue statement of a material fact or omitted to state any a material fact required to be stated therein or necessary to make the statements made therein, in light of the circumstances under which they were made, not misleading, except in each case that Company SEC Reports filed on a later date (but before the date hereof) shall be deemed to modify earlier filed Company SEC Reports, as applicable. The No Company has filed all reports, schedules, forms, statements and other documents Subsidiary is currently required to be filed by the Company file any form, report or other document with the SEC under Section 13(a) or 15(d) of the 1934 Act on a timely basis or has received a valid extension of such time of filing and has filed any such report, schedule, form, statement or other document prior to the expiration of any such extension. As of their respective dates, the Exchange Act. (b) The historical financial statements of the Company included in Company, together with the Company’s SEC Documents complied as to form in all material respects with applicable accounting requirements related schedules and the published rules and regulations of the SEC with respect thereto. Such financial statements have been prepared in accordance with generally accepted accounting principles, consistently applied, during the periods involved (except (a) as may be otherwise indicated in such financial statements or the notes thereto, included in or (b) in incorporated by reference into the case of unaudited interim statements, to the extent they may exclude footnotes or may be condensed or summary statements) and Company SEC Reports presented fairly present in all material respects the consolidated financial position of the Company as and its consolidated Company Subsidiaries at the dates indicated, and the consolidated results of operations and consolidated cash flows of the dates thereof Company and the results of its operations and cash flows consolidated Company Subsidiaries for the periods then ended indicated (subject, in the case of unaudited statements, to normal year-end audit adjustmentsadjustments and to any other adjustments described therein, including in the notes thereto); and such historical financial statements have been prepared in conformity with United States generally accepted accounting principles (“GAAP”) applied on a consistent basis throughout the periods involved, except as noted therein and except, in the case of financial statements included with quarterly reports on Form 10-Q, as permitted by the applicable rules and regulations under the Securities Act and the Exchange Act. No other information provided by or on behalf The balance sheet of the Company to the Buyer which is not included contained in the Company’s Quarterly Report on Form 10-Q filed with the SEC Documentson April 30, including, without limitation, information 2010 is hereinafter referred to in this Agreement, contains any untrue statement of a material fact or omits to state any material fact necessary in order to make as the statements therein, in the light of the circumstance under which they are or were made, not misleading“Company Balance Sheet.”

Filings; Financial Statements. None of the Company’s SEC Documents contained, at the time they were filed, any untrue statement of a material fact or omitted to state any material fact required to be stated therein or necessary to make the statements made therein, in light of the circumstances under which they were made, not misleading. The Company has filed all reports, schedules, forms, statements and other documents required to be filed by the Company with the SEC under the 1934 Act on a timely basis or has received a valid extension of such time of filing and has filed any such report, schedule, form, statement or other document SEC Document prior to the expiration of any such extension. As of their respective dates, the financial statements of the Company included in the Company’s SEC Documents complied as to form in all material respects with applicable accounting requirements and the published rules and regulations of the SEC with respect thereto. Such financial statements have been prepared in accordance with generally accepted accounting principles, consistently applied, during the periods involved (except (ai) as may be otherwise indicated in such financial statements or the notes thereto, or (bii) in the case of unaudited interim statements, to the extent they may exclude footnotes or may be condensed or summary statements) and fairly present in all material respects the financial position of the Company as of the dates thereof and the results of its operations and cash flows for the periods then ended (subject, in the case of unaudited statements, to normal year-end audit adjustments). No other information provided by or on behalf of the Company to the Buyer which is not included in the Company’s SEC Documents, including, without limitation, information referred to in this Agreement, contains any untrue statement of a material fact or omits to state any material fact necessary in order to make the statements therein, in the light of the circumstance under which they are or were made, not misleading.

Filings; Financial Statements. None of the Company’s 's SEC Documents contained, at the time they were filed, any untrue statement of a material fact or omitted to state any material fact required to be stated therein or necessary to make the statements made therein, in light of the circumstances under which they were made, not misleading. The Company has filed all reports, schedules, forms, statements and other documents required to be filed by the Company with the SEC under the 1934 Act on a timely basis or has received a valid extension of such time of filing and has filed any such report, schedule, form, statement or other document prior to the expiration of any such extension. As of their respective dates, the financial statements of the Company included in the Company’s 's SEC Documents complied as to form in all material respects with applicable accounting requirements and the published rules and regulations of the SEC with respect thereto. Such financial statements have been prepared in accordance with generally accepted accounting principles, consistently applied, during the periods involved (except (a) as may be otherwise indicated in such financial statements or the notes thereto, or (b) in the case of unaudited interim statements, to the extent they may exclude footnotes or may be condensed or summary statements) and fairly present in all material respects the financial position of the Company as of the dates thereof and the results of its operations and cash flows for the periods then ended (subject, in the case of unaudited statements, to normal year-end audit adjustments). No other information provided by or on behalf of the Company to the Buyer which is not included in the Company’s 's SEC Documents, including, without limitation, information referred to in this Agreement, contains any untrue statement of a material fact or omits to state any material fact necessary in order to make the statements therein, in the light of the circumstance under which they are or were made, not misleading.

Filings; Financial Statements. None (a) The Buyer has made available to the Company all registration statements, prospectuses, reports and documents filed by the Buyer with the SEC since April 22, 1999 (collectively, the "Buyer SEC Reports"). The Buyer SEC Reports (i) at the time filed, complied in all material respects with the applicable requirements of the Company’s SEC Documents containedSecurities Act and the Exchange Act, as the case may be, and (ii) did not at the time they were filedfiled (or if amended or superseded by a filing prior to the date of this Agreement, then on the date of such filing) contain any untrue statement of a material fact or omitted omit to state any a material fact required to be stated therein in such Buyer SEC Reports or necessary in order to make the statements made thereinin such Buyer SEC Reports, in the light of the circumstances under which they were made, not misleading. The Company has filed all reports. (b) Each of the consolidated financial statements (including, schedulesin each case, formsany related notes) contained in the Buyer SEC Reports, statements and other documents required to be filed by the Company with the SEC under the 1934 Act on a timely basis or has received a valid extension of such time of filing and has filed any such reportcomplied, schedule, form, statement or other document prior to the expiration of any such extension. As as of their respective dates, the financial statements of the Company included in the Company’s SEC Documents complied as to form in all material respects with all applicable accounting requirements and the published rules and regulations of the SEC with respect thereto. Such financial statements have been , was prepared in accordance with generally accepted accounting principles, consistently applied, during principles applied on a consistent basis throughout the periods involved (except (a) as may be otherwise indicated in such financial statements or the notes thereto, or (b) in the case of unaudited interim statements, to the extent they may exclude footnotes or may be condensed or summary statements) and fairly present in all material respects presented the consolidated financial position of the Company Buyer and its Subsidiaries as of at the respective dates thereof and the consolidated results of its operations and cash flows for the periods then ended (subjectindicated, in except that the case of unaudited statements, interim financial statements were or are subject to normal and recurring year-end audit adjustments). No other information provided by adjustments which were not or on behalf of the Company are not expected to the Buyer which is not included be material in the Company’s SEC Documents, including, without limitation, information referred to in this Agreement, contains any untrue statement of a material fact or omits to state any material fact necessary in order to make the statements therein, in the light of the circumstance under which they are or were made, not misleadingamount.

Filings; Financial Statements. None Wisepower has timely filed or delivered, as applicable, all required forms, reports and documents (the “Wisepower Reports”) with the Financial Supervisory Services (“FSS”) and/or the Korea Exchange (“KRX”) since Wisepower’s initial public offering, each of which has complied in all material respects with all applicable requirements relating to securities laws, including, but not limited to, the Company’s SEC Documents containedFinancial Investment Services and Capital Markets Act, each as in effect on the dates such forms, reports and documents were filed or delivered. No subsidiary of Wisepower has filed, or is required to file, any form, report or other document with the FSS or KRX. As of their respective dates, the Wisepower Reports did not at the time they were filedfiled (or if amended or superseded by a filing, then on the date of such filing) contain any untrue statement of a material fact or omitted omit to state any a material fact required to be stated therein or necessary to make the statements made therein, in light of the circumstances under which they were made, not misleading. The Company has filed all reports, schedules, forms, statements and other documents required to be filed by the Company with the SEC under the 1934 Act on a timely basis or has received a valid extension of such time of filing and has filed any such report, schedule, form, statement or other document prior to the expiration of any such extension. As of their respective dates, the financial statements of the Company included in the Company’s SEC Documents complied as to form in all material respects with applicable accounting requirements and the published rules and regulations of the SEC with respect thereto. Such financial statements have been prepared in accordance with generally accepted accounting principles, consistently applied, during the periods involved (except (a) as may be otherwise indicated in such financial statements or the notes thereto, or (b) in the case of unaudited interim statements, to the extent they may exclude footnotes or may be condensed or summary statements) and fairly present in all material respects the financial position of the Company as of the dates thereof and the results of its operations and cash flows for the periods then ended (subject, in the case of unaudited statements, to normal year-end audit adjustments). No other information provided by or on behalf of the Company to the Buyer which is not included in the Company’s SEC Documents, including, without limitation, information referred to in this Agreement, contains any untrue statement of a material fact or omits to state any material fact necessary in order to make the statements therein, in the light of the circumstance circumstances under which they are or were made, not misleading, except to the extent corrected by a subsequently filed Wisepower Report that was filed prior to the execution of the Merger Agreement. Each of the financial statements (including, in each case, any related notes thereto) contained in the Wisepower Reports: (i) complied as to form in all material respects with the published rules and regulations of FSS and KRX with respect thereto; (ii) was prepared in accordance with Korean GAAP applied on a consistent basis throughout the periods involved (except as may be indicated in the notes thereto); and (iii) fairly presented in all material respects the financial position of Wisepower and its subsidiaries, taken as a whole, as at the respective dates thereof and the results of Wisepower’s operations and cash flows for the periods indicated, except that the unaudited interim financial statements may not contain footnotes and were or are subject to normal and recurring year end adjustments, none of which will be material in nature or amount.

Filings; Financial Statements. None of the Company’s SEC Documents contained, at the time they were filed, any untrue statement of a material fact or omitted to state any material fact required to be stated therein or necessary to make the statements made therein, in light of the circumstances under which they were made, not misleading. The Company has filed all quarterly and annual reports, schedules, forms, statements and other documents required to be filed by the Company with the SEC under the 1934 Act on a timely basis or has received a valid extension of such time of filing and has filed any such report, schedule, form, statement or other document SEC Document prior to the expiration of any such extension. As of their respective dates, the financial statements of the Company included in the Company’s SEC Documents complied as to form in all material respects with applicable accounting requirements and the published rules and regulations of the SEC with respect thereto. Such financial statements have been prepared in accordance with generally accepted accounting principles, consistently applied, during the periods involved (except (ai) as may be otherwise indicated in such financial statements or the notes thereto, or (bii) in the case of unaudited interim statements, to the extent they may exclude footnotes or may be condensed or summary statements) and fairly present in all material respects the financial position of the Company as of the dates thereof and the results of its operations and cash flows for the periods then ended (subject, in the case of unaudited statements, to normal year-end audit adjustments). No other information provided in writing by or on behalf of the Company to the Buyer which is not included in the Company’s SEC Documents, including, without limitation, information referred to in this Agreement, contains any untrue statement of a material fact or omits to state any material fact necessary in order to make the statements therein, in the light of the circumstance under which they are or were made, not misleading.

Filings; Financial Statements. None of the Company’s SEC Documents contained, at the time they were filed, any untrue statement of a material fact or omitted to state any material fact required to be stated therein or necessary to make the statements made therein, in light of the circumstances under which they were made, not misleading. The Company has filed all reports, schedules, forms, statements and other documents required to be filed by the Company with the SEC under the 1934 Act on a timely basis or has received a valid extension of such time of filing and has filed any such report, schedule, form, statement or other document prior to the expiration of any such extension. As of their respective dates, the financial statements of the Company included in the Company’s SEC Documents complied as to form in all material respects with applicable accounting requirements and the published rules and regulations of the SEC with respect thereto. Such financial statements have been prepared in accordance with generally accepted accounting principles, consistently applied, during the periods involved (except (ai) as may be otherwise indicated in such financial statements or the notes thereto, or (bii) in the case of unaudited interim statements, to the extent they may exclude footnotes or may be condensed or summary statements) and fairly present in all material respects the financial position of the Company as of the dates thereof and the results of its operations and cash flows for the periods then ended (subject, in the case of unaudited statements, to normal year-end audit adjustments). No other information provided by or on behalf of the Company to the Buyer Buyers which is not included in the Company’s SEC Documents, including, without limitation, information referred to in this Agreement, contains any untrue statement of a material fact or omits to state any material fact necessary in order to make the statements therein, in the light of the circumstance under which they are or were made, not misleading.

Filings; Financial Statements. None of the Company’s SEC Documents contained, at the time they were filed, any untrue statement of a material fact or omitted to state any material fact required to be stated therein or necessary to make the statements made therein, in light of the circumstances under which they were made, not misleading. The Company and each Subsidiary has timely filed all reports, registrations, schedules, forms, statements and other documents required to be filed by it under the Securities Act and the Exchange Act, including pursuant to Section 13(a) or 15(d) thereof, or with any Governmental Authority for the two years preceding the date hereof (or such shorter period as the Company with was required by law to file such material) (the SEC under foregoing materials, including the 1934 Act exhibits thereto and documents incorporated by reference therein, being collectively referred to herein as the "Filings") on a timely basis or has received a valid extension of such time of filing and has filed any such report, schedule, form, statement or other document Filings prior to the expiration of any such extension. As of their respective dates, the financial statements of the Company included in the Company’s SEC Documents Filings complied as to form in all material respects with applicable accounting the requirements of the Securities Act and the published Exchange Act and the rules and regulations of the SEC Commission promulgated thereunder, and the rules and regulations of any other Governmental Authority with respect thereto. Such financial statements which the Filings were made or should have been prepared in accordance with generally accepted accounting principlesmade, consistently applied, during the periods involved (except (a) as may be otherwise indicated in such financial statements or the notes thereto, or (b) in the case of unaudited interim statements, to the extent they may exclude footnotes or may be condensed or summary statements) and fairly present in all material respects the financial position none of the Company as of the dates thereof and the results of its operations and cash flows for the periods then ended (subjectFilings, in the case of unaudited statementswhen filed, to normal year-end audit adjustments). No other information provided by or on behalf of the Company to the Buyer which is not included in the Company’s SEC Documents, including, without limitation, information referred to in this Agreement, contains contained any untrue statement of a material fact or omits omitted to state any a material fact required to be stated therein or necessary in order to make the statements therein, in the light of the circumstance circumstances under which they are or were made, not misleading. The financial statements of the Company and/or any Subsidiary included in the Filings comply in all material respects with applicable accounting requirements and the rules and regulations of the Commission with respect thereto as in effect at the time of filing. Such financial statements have been prepared in accordance with United States generally accepted accounting principles applied on a consistent basis during the periods involved ("GAAP"), except as may be otherwise specified in such financial statements or the notes thereto and except that unaudited financial statements may not contain all footnotes required by GAAP, and fairly present in all material respects the financial 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, subject, in the case of unaudited statements, to normal, immaterial, year-end audit adjustments.

Filings; Financial Statements. None of the Company’s SEC Documents contained, at the time they were filed, any untrue statement of a material fact or omitted to state any material fact required to be stated therein or necessary to make the statements made therein, in light of the circumstances under which they were made, not misleading. The Except as set forth on Schedule 4.7, the Company has filed all reports, schedules, forms, statements and other documents required to be filed by the Company with the SEC under the 1934 Act on a timely basis or has received a valid extension of such time of filing and has filed any such report, schedule, form, statement or other document prior to the expiration of any such extension. As of their respective dates, the financial statements of the Company included in the Company’s SEC Documents complied as to form in all material respects with applicable accounting requirements and the published rules and regulations of the SEC with respect thereto. Such financial statements have been prepared in accordance with generally accepted accounting principlesGAAP, consistently applied, during the periods involved (except (a) as may be otherwise indicated in such financial statements or the notes thereto, or (b) in the case of unaudited interim statements, to the extent they may exclude footnotes or may be condensed or summary statements) and fairly present in all material respects the financial position of the Company as of the dates thereof and the results of its operations and cash flows for the periods then ended (subject, in the case of unaudited statements, to normal year-end audit adjustments). No other information provided by or on behalf of the Company to the Buyer which is not included in the Company’s SEC Documents, including, without limitation, information referred to in this Agreement, contains any untrue statement of a material fact or omits to state any material fact necessary in order to make the statements therein, in the light of the circumstance under which they are or were made, not misleading.

Filings; Financial Statements. None of the Company’s SEC Documents contained, at the time they were filed, any untrue statement of a material fact or omitted to state any material fact required to be stated therein or necessary to make the statements made therein, in light of the circumstances under which they were made, not misleading. The Company has filed all reports, schedules, forms, statements and other documents required to be filed by the Company with the SEC under the 1934 Act on a timely basis or has received a valid extension of such time of filing and has filed any such report, schedule, form, statement or other document prior to the expiration of any such extension. As of their respective dates, the financial statements of the Company included in the Company’s SEC Documents complied as to form in all material respects with applicable accounting requirements and the published rules and regulations of the SEC with respect thereto. Such financial statements have been prepared in accordance with generally accepted accounting principles, consistently applied, during the periods involved (except (a) as may be otherwise indicated in such financial statements or the notes thereto, or (b) in the case of unaudited interim statements, to the extent they may exclude footnotes or may be condensed or summary statements) and fairly present in all material respects the financial position of the Company as of the dates thereof and the results of its operations and cash flows for the periods then ended (subject, in the case of unaudited statements, to normal year-end audit adjustments). No other information provided by or on behalf of the Company to the Buyer which is not included in the Company’s SEC Documents, including, without limitation, information referred to in this Agreement, contains any untrue statement of a material fact or omits to state any material fact necessary in order to make the statements therein, in the light of the circumstance under which they are or were made, not misleading.

Filings; Financial Statements. None (a) Parent has delivered or made available to the Company accurate and complete copies of all registration statements, proxy statements, Parent Certifications (as defined below) and other statements, reports, schedules, forms and other documents filed by the Parent with the SEC since January 1, 2011 (the “Parent SEC Documents”), other than such documents that can be obtained on the SEC’s website at xxx.xxx.xxx. All material statements, reports, schedules, forms and other documents required to have been filed by the Parent or its officers with the SEC have been so filed on a timely basis. As of the Company’s time it was filed with the SEC (or, if amended or superseded by a filing prior to the Effective Date, then on the date of such filing), each of the Parent SEC Documents containedcomplied in all material respects with the applicable requirements of the Securities Act or the Exchange Act (as the case may be) and, at as of the time they were filed, none of the Parent SEC Documents contained any untrue statement of a material fact or omitted to state any a material fact required to be stated therein or necessary in order to make the statements made therein, in light of the circumstances under which they were made, not misleading. The Company has filed all reports, schedules, forms, certifications and statements and other documents required to be filed by the Company with the SEC (i) Rule 13a-14 under the 1934 Exchange Act on a timely basis or has received a valid extension and (ii) 18 U.S.C. §1350 (Section 906 of such time of filing and has filed any such report, schedule, form, statement or other document prior the Xxxxxxxx-Xxxxx Act) relating to the expiration of any such extensionParent SEC Documents (collectively, the “Parent Certifications”) are accurate and complete and comply as to form and content with all applicable Laws. As of their respective datesused in this Section 4.23, the term “file” and variations thereof shall be broadly construed to include any manner in which a document or information is furnished, supplied or otherwise made available to the SEC. the Parent has never been and is not currently an issuer as such term is described in Rule 144(i) of the Securities Act. (b) The financial statements of the Company included (including any related notes) contained or incorporated by reference in the Company’s Parent SEC Documents Documents: (i) complied as to form in all material respects with applicable accounting requirements and the published rules and regulations of the SEC with respect applicable thereto. Such financial statements have been ; (ii) were prepared in accordance with generally accepted accounting principles, consistently applied, during the periods involved GAAP (except (a) as may be otherwise indicated in the notes to such financial statements or the notes theretoor, or (b) in the case of unaudited interim financial statements, except as permitted by Form 10-Q of the SEC, and except that the unaudited financial statements may not contain footnotes and are subject to normal and recurring year-end adjustments none of which are material) applied on a consistent basis unless otherwise noted therein throughout the extent they may exclude footnotes or may be condensed or summary statementsperiods indicated; and (iii) and fairly present present, in all material respects respects, the financial position of the Company Parent and the Parent Subsidiaries as of the respective dates thereof and the results of its operations and cash flows of the Parent for the periods then covered thereby. Other than as expressly disclosed in the Parent SEC Documents filed prior to the date hereof, there has been no material change in the Parent’s or the Parent Subsidiaries’ accounting methods or principles that would be required to be disclosed in the Parent’s financial statements in accordance with GAAP. The books of account and other financial records of the Parent and each Parent Subsidiary ​ are true and complete in all material respects. (c) Parent maintains a system of internal control over financial reporting (as defined in Rules 13a-15(f) and 15d-15(f) of the Exchange Act) that is designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with GAAP and to provide reasonable assurance (i) that transactions are recorded as necessary to permit preparation of financial statements in accordance with GAAP, (ii) that receipts and expenditures are made only in accordance with authorizations of management and the Parent Board and (iii) regarding prevention or timely detection of the unauthorized acquisition, use or disposition of the Parent’s assets that could have a material effect on the Parent’s financial statements. The Parent has evaluated the effectiveness of its internal control over financial reporting and, to the extent required by applicable Law, presented its conclusions about the effectiveness of the internal control over financial reporting as of the end of the period covered by Parent’s Quarterly Report on Form 10-Q for the quarter ended December 31, 2020. The Parent has disclosed, based on its most recent evaluation of internal control over financial reporting, to the Parent’s auditors and audit committee (subjectand made available to the Company a summary of the significant aspects of such disclosure) (A) all significant deficiencies, if any, in the case design or operation of unaudited statementsinternal control over financial reporting that are reasonably likely to adversely affect the Parent’s ability to record, to normal year-end audit adjustments). No process, summarize and report financial information, and (B) any known fraud that involves management or other information provided by or on behalf of the Company to the Buyer which is not included employees who have a significant role in the CompanyParent’s internal control over financial reporting. Other than the material weakness related to inadequate segregation of duties over authorization, review and recording of transactions, as well as the financial reporting of such transactions (as more fully described in the Parent’s SEC Documents), includingthe Parent has not identified, without limitationbased on its most recent evaluation of internal control over financial reporting, information referred to in this Agreement, contains any untrue statement of a material fact or omits to state any material fact necessary weaknesses in order the design or operation of the Parent’s internal control over financial reporting. (d) Parent maintains “disclosure controls and procedures” (as defined in Rules 13a-15(e) and 15d-15(e) of the Exchange Act) that are reasonably designed to ensure that information required to be disclosed by the Parent in the periodic reports that it files or submits under the Exchange Act is recorded, processed, summarized and reported within the required time periods, and that all such information is accumulated and communicated to the Parent’s management as appropriate to allow timely decisions regarding required disclosure and to make the statements thereinParent Certifications. (e) Section 4.23(e) of the Parent Disclosure Schedules lists, and the Parent has delivered to the Company, accurate and complete copies of the documentation creating or governing, all securitization transactions and “off-balance sheet arrangements” (as defined in Item 303(c) of Regulation S-K under the Exchange Act) effected by the Parent or any Parent Subsidiary since January 1, 2011. (f) Since January 1, 2021, there have been no formal internal investigations regarding financial reporting or accounting policies and practices discussed with, reviewed by or initiated at the direction of the chief executive officer, chief financial officer or general counsel of the Parent, the Parent Board or any committee thereof. Since January 1, 2011, neither the Parent nor its independent auditors have identified (i) any significant deficiency or material weakness in the light design or operation of the circumstance under which they are system of internal accounting controls utilized by the Parent and the Parent Subsidiaries, (ii) any fraud, whether or were madenot material, not misleading.that involves the Parent, any of the Parent Subsidiaries, the Parent’s management or other employees who have a role in the preparation of financial statements or the internal accounting controls utilized by the Parent and the Parent Subsidiaries or (iii) any claim or allegation regarding any of the foregoing. ​