Common use of Parent SEC Documents; Financial Statements Clause in Contracts

Parent SEC Documents; Financial Statements. (i) Parent and each of its Subsidiaries has filed all reports, schedules, forms, statements and other documents with the SEC required to be filed by Parent and its Subsidiaries since January 1, 2013 (the “Parent SEC Documents”). As of their respective dates of filing, or, in the case of Parent SEC Documents that are registration statements filed pursuant to the requirements of the Securities Act, their respective effective dates, or if amended or superseded prior to the date of this Agreement, then as of the date of such later filing, (A) each Parent SEC Document complied as to form in all material respects with the requirements of the Securities Act or the Exchange Act, as the case may be, and the rules and regulations of the SEC promulgated thereunder applicable thereto, and (B) none of the Parent SEC Documents contained any untrue statement of a material fact or omit 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. Each Parent SEC Document that is a registration statement, as amended, if applicable, filed pursuant to the Securities Act, as of the date such registration statement or amendment became effective, did not contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements made therein not misleading. There are no outstanding comments from, or unresolved issues raised by, the staff of the SEC with respect to the Parent Filed SEC Documents. No enforcement action has been initiated against Parent relating to disclosures contained in or omitted from any Parent Filed SEC Document.

Parent SEC Documents; Financial Statements. (ia) Since the Applicable Date, Parent and each of its Subsidiaries has filed or furnished with the SEC, on a timely basis, all forms, reports, certifications, schedules, forms, statements and other documents with the SEC required to be filed by Parent or furnished under the Securities Act or the Exchange Act, respectively (such forms, reports, certifications, schedules, statements and its Subsidiaries since January 1documents, 2013 (collectively, the “Parent SEC Documents”). As of their respective dates dates, each of filing, or, in the case of Parent SEC Documents that are registration statements filed pursuant to the requirements of the Securities ActDocuments, their respective effective datesas amended, complied, or if amended not yet filed or superseded prior to the date of this Agreementfurnished, then as of the date of such later filing, (A) each Parent SEC Document complied will comply as to form in all material respects with the applicable requirements of the Securities Act or Act, the Exchange Act and the Xxxxxxxx-Xxxxx Act, as the case may be, and the rules and regulations of the SEC promulgated thereunder applicable theretoto such Parent SEC Documents, and (B) none of the Parent SEC Documents contained contained, when filed (or, if amended prior to the date of this Agreement, as of the date of such amendment with respect to those disclosures that are amended), or if filed with or furnished to the SEC subsequent to the date of this Agreement, will contain any untrue statement of a material fact or omit 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. Each Parent SEC Document that is a registration statement, as amended, if applicable, filed pursuant to the Securities Act, as of the date such registration statement or amendment became effective, did not contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements made therein not misleading. There are no outstanding comments from, or unresolved issues raised by, the staff of the SEC with respect to the Parent Filed SEC Documents. No enforcement action has been initiated against Parent relating to disclosures contained in or omitted from any Parent Filed SEC Document.

Parent SEC Documents; Financial Statements. (ia) Since December 31, 2016, Parent and each of its Subsidiaries has timely filed with (or furnished to) the SEC all forms, reports, schedules, formsstatements, statements exhibits and other documents with the SEC (including exhibits, financial statements and schedules thereto and all other information incorporated therein and amendments and supplements thereto) required by it to be filed by Parent and its Subsidiaries since January 1(or furnished) under the Exchange Act or the Securities Act (collectively, 2013 (the “Parent SEC Documents”). As of their respective dates of filing, its filing (or furnishing) date or, in the case of Parent SEC Documents that are registration statements filed pursuant to the requirements of the Securities Act, their respective effective dates, or if amended or superseded prior to the date of this Agreement, then as of the date of the last such later filingamendment, (A) each Parent SEC Document complied as to form in all material respects with the applicable requirements of the Exchange Act and the Securities Act or the Exchange Act, as the case may be. As of its filing date or, and if amended prior to the rules and regulations date of this Agreement, as of the SEC promulgated thereunder applicable thereto, and (B) none date of the last such amendment, each Parent SEC Documents contained Document filed pursuant to the Exchange Act did not contain any untrue statement of a material fact or omit to state a any 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. Each Parent SEC Document that is a registration statement, as amendedamended or supplemented, if applicable, filed pursuant to the Securities Act, as of the date such registration statement or amendment became effectiveeffective prior to the date of this Agreement, did not contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements made therein not misleading. There As of the date of this Agreement, there are no outstanding comments fromamendments or modifications to Parent SEC Documents that were required to be filed with (or furnished to) the SEC prior to the date of this Agreement, but that have not yet been filed with (or unresolved issues raised by, furnished to) the staff SEC. No Subsidiary of Parent is subject to the periodic reporting requirements of the Exchange Act. All of the audited financial statements and unaudited interim financial statements of Parent included in Parent SEC Documents (i) comply in all material respects with the applicable accounting requirements and with the published rules and regulations of the SEC with respect thereto, (ii) have been prepared in accordance with GAAP applied on a consistent basis during the periods involved (except as may be indicated in the notes thereto and except, in the case of the unaudited interim statements, as may be permitted under Form 10-Q of the Exchange Act) and (iii) fairly present in all material respects the financial position, the stockholders’ equity, the results of operations and cash flows of Parent and its consolidated Subsidiaries as of the times and for the periods referred to therein (except as may be indicated in the Parent Filed SEC Documents. No enforcement action has been initiated against Parent relating notes thereto and subject, in the case of unaudited interim financial statements, to disclosures contained in or omitted from any Parent Filed SEC Documentnormal and recurring year-end adjustments).

Parent SEC Documents; Financial Statements. (i) Parent and each of its Subsidiaries has filed all reports, schedules, forms, statements and other documents with the SEC required to be filed by Parent and its Subsidiaries since January 1, 2013 2011 (the “Parent SEC Documents”). As of their respective dates of filing, or, in the case of Parent SEC Documents that are registration statements filed pursuant to the requirements of the Securities Act, their respective effective dates, or if amended or superseded prior to the date of this Agreement, then as of the date of such later filing, (A) each Parent SEC Document Documents complied as to form in all material respects with the requirements of the Securities Act Act, or the Exchange Act, as the case may be, and the rules and regulations of the SEC promulgated thereunder applicable thereto, and (B) except to the extent amended or superseded by a subsequent filing with the SEC prior to the date hereof, none of the Parent SEC Documents contained any untrue statement of a material fact or omit 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. Each Parent SEC Document that is a registration statement, as amended, if applicable, filed pursuant to the Securities Act, as of the date such registration statement or amendment became effective, did not contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements made therein not misleading. There Parent has made available to the Company all material correspondence with the SEC since January 1, 2011 and, as of the date of this Agreement, there are no outstanding comments from, or unresolved issues raised by, the staff of comments received from the SEC with respect to any of the Parent Filed SEC Documents. No enforcement action has been initiated against Parent relating Documents and, to disclosures contained in or omitted from any the Knowledge of Parent, as of the date of this Agreement, none of the Parent Filed SEC DocumentDocuments is the subject of any ongoing review by the SEC.

Parent SEC Documents; Financial Statements. Parent has timely filed each statement, report, registration statement (i) Parent and each of its Subsidiaries has filed all reports, schedules, forms, statements and other documents with the SEC prospectus in the form required to be filed pursuant to Rule 424(b) of the Securities Act), definitive proxy statement, and other filing required to be filed with the SEC by Parent and its Subsidiaries since between January 1, 2013 2007 and the date hereof, and, prior to the Effective Time, Parent will file any additional documents required to be filed with the SEC by Parent prior to the Effective Time (collectively, the “Parent SEC Documents”). In addition, Parent has made available to the Company all exhibits to the Parent SEC Documents filed prior to the date hereof that are (a) requested by the Company; and (b) not available in complete form through XXXXX (“Requested Parent Confidential Exhibits”) and will promptly make available to the Company all Requested Parent Confidential Exhibits to any additional Parent SEC Documents filed prior to the Effective Time. All documents required to be filed as exhibits to the Parent SEC Documents have been so filed. As of their respective dates of filingfiling dates, or, in the case of Parent SEC Documents that are registration statements filed pursuant to the requirements of the Securities Act, their respective effective dates, or if amended or superseded prior to the date of this Agreement, then as of the date of such later filing, (A) each Parent SEC Document complied as to form in all material respects with the requirements of the Exchange Act and the Securities Act or the Exchange Act, as the case may be, and the rules and regulations of the SEC promulgated thereunder applicable thereto, and (B) none of the Parent SEC Documents contained any untrue statement of a material fact or omit 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. Each Parent SEC Document that is a registration statement, as amended, if applicable, filed pursuant to the Securities Act, as of the date such registration statement or amendment became effective, did not contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements made therein therein, in light of the circumstances in which they were made, not misleading, except to the extent corrected by a subsequently filed Parent SEC Document prior to the date hereof. There are no outstanding comments fromThe financial statements of Parent, or unresolved issues raised byincluding the notes thereto, included in the staff Parent SEC Documents (the “Parent Financial Statements”), complied as to form in all material respects with applicable accounting requirements and with the published rules and regulations of the SEC with respect thereto as of their respective dates, and have been prepared in accordance with GAAP applied on a basis consistent throughout the periods indicated and consistent with each other (except as may be indicated in the notes thereto or, in the case of unaudited statements included in Quarterly Reports on Form 10-Q, as permitted by Form 10-Q of the SEC). The Parent Financial Statements fairly present the consolidated financial condition, operating results and cash flow of Parent and its Subsidiaries at the dates and during the periods presented therein (subject, in the case of unaudited statements, to normal, recurring year-end adjustments). There has been no change in Parent accounting policies except as described in the notes to the Parent Filed SEC Documents. No enforcement action has been initiated against Parent relating to disclosures contained in or omitted from any Parent Filed SEC DocumentFinancial Statements.

Parent SEC Documents; Financial Statements. (i) Parent and each of its Subsidiaries has filed all reports, schedules, forms, statements and other documents with the SEC required to be filed by Parent and its Subsidiaries since January 1, 2013 (the “Parent SEC Documents”). As of their respective dates of filing, or, in the case of Parent SEC Documents that are registration statements filed pursuant to the requirements of the Securities Act, their respective effective dates, or and if amended or superseded prior to the date of this Agreement, then as of the date of such later filing, (A) each the Parent SEC Document Documents complied as to form in all material respects with the requirements of the Securities Act Act, or the Exchange Act, as the case may be, and the rules and regulations of the SEC promulgated thereunder applicable thereto, and (B) none of the Parent SEC Documents contained did not contain any untrue statement of a material fact or omit 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. Each Parent SEC Document that is a registration statement, as amended, if applicable, filed pursuant to the Securities Act, as of the date such registration statement or amendment became effective, did not contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements made therein not misleading. There are no outstanding comments from, or unresolved issues raised by, the staff of comments received from the SEC with respect to any of the Parent Filed SEC Documents. No enforcement action has been initiated against Parent relating Documents and, to disclosures contained in or omitted from any the Knowledge of Parent, as of the date of this Agreement, none of the Parent Filed SEC DocumentDocuments is the subject of any ongoing review by the SEC.

Parent SEC Documents; Financial Statements. (ia) Since January 1, 2019, Parent and each of its Subsidiaries has timely filed with (or furnished to) the SEC all forms, reports, schedules, formsstatements, statements exhibits and other documents with the SEC (including exhibits, financial statements and schedules thereto and all other information incorporated therein and amendments and supplements thereto) required by it to be filed by Parent and its Subsidiaries since January 1(or furnished) under the Exchange Act or the Securities Act (collectively, 2013 (the “Parent SEC Documents”). As of their respective dates of filing, its filing (or furnishing) date or, in the case of Parent SEC Documents that are registration statements filed pursuant to the requirements of the Securities Act, their respective effective dates, or if amended or superseded prior to the date of this Agreement, then as of the date of the last such later filingamendment, (A) each Parent SEC Document complied as to form in all material respects with the applicable requirements of the Exchange Act and the Securities Act or the Exchange Act, as the case may be. As of its filing date or, and if amended prior to the rules and regulations date of this Agreement, as of the SEC promulgated thereunder applicable thereto, and (B) none date of the last such amendment, each Parent SEC Documents contained Document filed pursuant to the Exchange Act did not contain any untrue statement of a material fact or omit to state a any 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. Each Parent SEC Document that is a registration statement, as amendedamended or supplemented, if applicable, filed pursuant to the Securities Act, as of the date such registration statement or amendment became effectiveeffective prior to the date of this Agreement, did not contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements made therein therein, in light of the circumstances under which they were made, not misleading. There As of the date of this Agreement, there are no outstanding comments fromamendments or modifications to Parent SEC Documents that were required to be filed with (or furnished to) the SEC prior to the date of this Agreement, but that have not yet been filed with (or unresolved issues raised by, furnished to) the staff SEC. No Subsidiary of Parent is subject to the periodic reporting requirements of the Exchange Act. All of the audited financial statements and unaudited interim financial statements of Parent included in Parent SEC Documents (i) comply in all material respects with the applicable accounting requirements and with the published rules and regulations of the SEC with respect thereto; (ii) have been prepared in accordance with GAAP applied on a consistent basis during the periods involved (except as may be indicated in the notes thereto and except, in the case of the unaudited interim financial statements, as may be permitted under Form 10-Q of the Exchange Act); and (iii) fairly present in all material respects the financial position, the stockholders’ equity, the results of operations and cash flows of Parent and its consolidated Subsidiaries as of the times and for the periods referred to therein (except as may be indicated in the Parent Filed SEC Documents. No enforcement action has been initiated against Parent relating notes thereto and subject, in the case of unaudited interim financial statements, to disclosures contained in or omitted from any Parent Filed SEC Documentnormal and recurring year-end adjustments).

Parent SEC Documents; Financial Statements. (i) Parent and each of its Subsidiaries has filed all reports, schedules, forms, statements and other documents with the SEC required to be filed by Parent and its Subsidiaries since January 1, 2013 2012 (the “Parent SEC Documents”). As of their respective dates of filing, or, in the case of Parent SEC Documents that are registration statements filed pursuant to the requirements of the Securities Act, their respective effective dates, or if amended or superseded prior to the date of this Agreement, then as of the date of such later filing, the Parent SEC Documents (A) each Parent SEC Document complied as to form in all material respects with the requirements of the Securities Act Act, or the Exchange Act, as the case may be, and the rules and regulations of the SEC promulgated thereunder applicable thereto, and (B) none of the Parent SEC Documents documents contained any untrue statement of a material fact or omit 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. Each Parent SEC Document that is a registration statement, as amended, if applicable, filed pursuant to the Securities Act, as of the date such registration statement or amendment became effective, did not contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements made therein not misleading. There Parent has made available to the Company all material correspondence with the SEC since January 1, 2012 and, as of the date of this Agreement, there are no outstanding comments from, or unresolved issues raised by, the staff of comments received from the SEC with respect to any of the Parent Filed SEC Documents. No enforcement action has been initiated against Parent relating Documents and, to disclosures contained in or omitted from any the Knowledge of Parent, as of the date of this Agreement, none of the Parent Filed SEC DocumentDocuments is the subject of any ongoing review by the SEC.

Parent SEC Documents; Financial Statements. (i) Parent and each of its Subsidiaries has filed all reports, schedules, forms, statements and other documents with the SEC required to be filed by Parent and its Subsidiaries since January 1, 2013 (the “Parent SEC Documents”). As of their respective dates dates, (i) each of filingthe Parent's filings with the SEC in the report on Form 10-K dated January 13, or2000 for the year ended October 31, 1999 (including any exhibits thereto) and the Reports on Form 10-Q for the quarters ended January 31, 2000 and April 30, 2000 (including any Exhibits thereto) or the proxy statement dated January 26, 2000, in each case in the case of form filed by the Parent with the SEC (the "Parent SEC Documents that are registration statements Documents") complied, and all similar documents filed pursuant to the requirements of the Securities Act, their respective effective dates, or if amended or superseded prior to from the date of this AgreementAgreement to the Closing Date will comply, then as of the date of such later filing, (A) each Parent SEC Document complied as to form in all material respects with the requirements of the Securities Act or the Exchange Act, as the case may be, and the rules and regulations of the SEC promulgated thereunder applicable thereto, to such Parent SEC Documents and (Bii) none of the Parent SEC Documents contained contained, nor will any similar document filed after the date of this Agreement contain, any untrue statement of a material fact or omit omitted, or will omit, 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. Each of the financial statements of the Parent (including the related notes) included or incorporated by reference in the Parent SEC Document that is a registration statement, as amended, if applicable, Documents (including any similar documents filed pursuant to the Securities Act, as of after the date such registration statement or amendment became effective, did not contain any untrue statement of a this Agreement) comply as to form in all material fact or omit to state any material fact required to be stated therein or necessary to make respects with applicable accounting requirements and the statements made therein not misleading. There are no outstanding comments from, or unresolved issues raised by, the staff published rules and regulations of the SEC with respect to thereto, have been prepared in accordance with generally accepted accounting principles (except, in the case of unaudited statements, as permitted by Form 10-Q of the SEC) applied on a consistent basis during the periods involved (except as may be indicated in the notes thereto) and fairly present the consolidated financial position of the Parent Filed and its consolidated subsidiaries as of the dates thereof and the consolidated results of their operations and cash flows for the periods then ended (subject to normal year-end adjustments in the case of any unaudited interim financial statements). Except for liabilities and obligations incurred in the ordinary course of business consistent with past practice, since the date of the most recent consolidated balance sheet included in the Parent SEC Documents. No enforcement action , neither the Parent nor any of its subsidiaries has been initiated against any liabilities or obligations of any nature (whether accrued, absolute, contingent or otherwise) required by generally accepted accounting principles to be set forth on a consolidated balance sheet of the Parent relating to disclosures contained and its consolidated subsidiaries or in or omitted from any Parent Filed SEC Documentthe notes thereto.

Parent SEC Documents; Financial Statements. (ia) Parent and each of its Subsidiaries has filed all All statements, reports, schedules, forms, statements forms and other documents (including exhibits and all information incorporated by reference) required to have been filed by Parent with the SEC required to be filed by Parent and its Subsidiaries since January 1October 20, 2013 2016 (the “Parent SEC Documents”)) have been so filed on a timely basis. A true and complete copy of each Parent SEC Document is available on the website maintained by the SEC at xxxx://xxx.xxx.xxx. As of their respective filing dates of filing, (or, in the case of Parent SEC Documents that are registration statements filed pursuant to the requirements of the Securities Act, their respective effective dates, or if amended or superseded by a filing prior to the date of this AgreementAgreement Date, then as of on the date of such later filing), (A) each of the Parent SEC Document Documents complied as to form in all material respects with the requirements of the Securities Act or and the Exchange Act, as the case may be, and the rules and regulations of the SEC promulgated thereunder applicable thereto, and (B) none to such SEC Documents. None of the Parent SEC Documents Documents, as of their respective filing dates, contained any untrue statement of a material fact or omit 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. Each Parent SEC Document that is a registration statement, as amended, if applicable, filed pursuant to the Securities Act, as of the date such registration statement or amendment became effective, did not contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements made therein not misleading, except to the extent corrected by a subsequently filed Parent SEC Document. There are no outstanding comments fromDuring the period from October 20, or unresolved issues raised by2016 through the Agreement Date, the staff of Parent has not received from the SEC any written comments with respect to any of the Parent Filed SEC Documents. No enforcement action has Documents (including the financial statements included therein) that have not been initiated against Parent relating to disclosures contained in or omitted from any Parent Filed SEC Documentresolved.

Parent SEC Documents; Financial Statements. (ia) Since January 1, 2022, Parent and each of its Subsidiaries has has, in all material respects, timely filed with or otherwise furnished (as applicable) to the SEC all reportsregistration statements, prospectuses, forms, proxy statements, schedules, formsstatements, statements documents and other documents with the SEC reports required to be filed or furnished prior to the date hereof by it with the SEC under the Securities Act or the Exchange Act, as the case may be (such documents and any other documents filed or furnished by Parent and its Subsidiaries with the SEC, as have been supplemented, modified or amended since January 1the time of filing, 2013 (collectively, the “Parent SEC Documents”). As of their respective dates of filingfiling dates, or, in if supplemented, modified or amended prior to the case date hereof, as of the date of the most recent supplement, modification or amendment, the Parent SEC Documents that are registration statements filed pursuant to complied in all material respects with the applicable requirements of the Securities Act, their respective effective dates, or if amended or superseded prior to the date of this Agreement, then as of the date of such later filing, (A) each Parent SEC Document complied as to form in all material respects with the requirements of the Securities Exchange Act or the Exchange Sxxxxxxx-Xxxxx Act, as the case may be, and the applicable rules and regulations of the SEC promulgated thereunder applicable theretoand the listing and corporate governance rules and regulations of NASDAQ, and (B) none of the Parent SEC Documents at the time it was filed (or, if supplemented, modified or amended, as of the date of the last supplement, modification or amendment) contained any untrue statement of a material fact or omit omitted to state a any 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, or are to be made, not misleading. Each As of the date of this Agreement, there are no outstanding or unresolved comments in any comment letters of the staff of the SEC received by Parent or any of its Subsidiaries relating to the Parent SEC Document that is a registration statement, as amended, if applicable, filed pursuant to Documents. To the Securities ActKnowledge of Parent, as of the date such registration statement or amendment became effectivehereof, did not contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements made therein not misleading. There are no outstanding comments from, or unresolved issues raised by, the staff none of the Parent SEC with respect to Documents are the Parent Filed subject of ongoing SEC Documents. No enforcement action has been initiated against Parent relating to disclosures contained in review or omitted from any Parent Filed outstanding SEC Documentinvestigation.

Parent SEC Documents; Financial Statements. (ia) Since December 31, 2014, Parent and each of its Subsidiaries has timely filed with (or furnished to) the SEC all forms, reports, schedules, formsstatements, statements exhibits and other documents with the SEC (including exhibits, financial statements and schedules thereto and all other information incorporated therein and amendments and supplements thereto) required by it to be filed by Parent and its Subsidiaries since January 1(or furnished) under the Exchange Act or the Securities Act (collectively, 2013 (the “Parent SEC Documents”). As of their respective dates of filing, its filing (or furnishing) date or, in the case of Parent SEC Documents that are registration statements filed pursuant to the requirements of the Securities Act, their respective effective dates, or if amended or superseded prior to the date of this Agreement, then as of the date of the last such later filingamendment, (A) each Parent SEC Document complied as to form in all material respects with the applicable requirements of the Exchange Act and the Securities Act or the Exchange Act, as the case may be. As of its filing date or, and if amended prior to the rules and regulations date of this Agreement, as of the SEC promulgated thereunder applicable thereto, and (B) none date of the last such amendment, each Parent SEC Documents contained Document filed pursuant to the Exchange Act did not contain any untrue statement of a material fact or omit to state a any 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. Each Parent SEC Document that is a registration statement, as amendedamended or supplemented, if applicable, filed pursuant to the Securities Act, as of the date such registration statement or amendment became effectiveeffective prior to the date of this Agreement, did not contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements made therein not misleading. There are no outstanding comments from, or unresolved issues raised by, the staff of the SEC with respect to the Parent Filed SEC Documents. No enforcement action has been initiated against Parent relating to disclosures contained in or omitted from any Parent Filed SEC Document.not

Parent SEC Documents; Financial Statements. (i) The Parent and each of its Subsidiaries has filed all reports, schedules, forms, statements and other documents with the SEC required to be filed by Parent and its Subsidiaries since January 1it with the SEC under the Securities Exchange Act of 1934, 2013 as amended (the “Parent Exchange Act”) since September 15, 2006, (all of the foregoing filed prior to the date hereof or amended after the date hereof and all exhibits included therein and financial statements and schedules thereto and documents incorporated by reference therein, being hereinafter referred to as the “SEC Documents”)) on a timely basis or has received a valid extension of such time of filing and has filed any such SEC Documents prior to the expiration of any such extension. As of their respective dates of filingdates, or, in the case of Parent SEC Documents that are registration statements filed pursuant to the requirements of the Securities Act, their respective effective dates, or if amended or superseded prior to the date of this Agreement, then as of the date of such later filing, (A) each Parent SEC Document complied as to form in all material respects with the requirements of the Securities Exchange Act or the Exchange Act, as the case may be, and the rules and regulations of the SEC promulgated thereunder applicable theretoto the SEC Documents, and (B) none of the Parent SEC Documents Documents, at the time they were filed with the SEC, contained any untrue statement of a material fact or omit omitted to state a material fact required to be stated therein or necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading. Each Parent SEC Document that is a registration statementAs of their respective dates, as amended, if applicable, filed pursuant to the Securities Act, as financial statements of the date such registration statement or amendment became effective, did not contain any untrue statement of a Parent included in the SEC Documents complied as to form in all material fact or omit to state any material fact required to be stated therein or necessary to make respects with applicable accounting requirements and the statements made therein not misleading. There are no outstanding comments from, or unresolved issues raised by, the staff 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 (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 exclude footnotes or may be condensed or summary statements) and fairly present in all material respects the financial position of the Parent Filed SEC Documents. No enforcement action has been initiated against Parent relating 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 disclosures contained in or omitted from any Parent Filed SEC Documentnormal year-end audit adjustments).

Parent SEC Documents; Financial Statements. (ia) Since December 31, 2015, Parent and each of its Subsidiaries has timely filed with (or furnished to) the SEC all forms, reports, schedules, formsstatements, statements exhibits and other documents with the SEC (including exhibits, financial statement and schedules thereto and all other information incorporated therein and amendments and supplements thereto) required by it to be filed by Parent and its Subsidiaries since January 1(or furnished) under the Exchange Act or the Securities Act (collectively, 2013 (the “Parent SEC Documents”). As of their respective dates of filing, its filing (or furnishing) date or, in the case of Parent SEC Documents that are registration statements filed pursuant to the requirements of the Securities Act, their respective effective dates, or if amended or superseded prior to the date of this Agreement, then as of the date of the last such later filingamendment, (A) each Parent SEC Document complied as to form in all material respects with the applicable requirements of the Exchange Act and the Securities Act or the Exchange Act, as the case may be. As of its filing date or, and if amended prior to the rules and regulations date of this Agreement, as of the SEC promulgated thereunder applicable thereto, and (B) none date of the last such amendment, each Parent SEC Documents contained Document filed pursuant to the Exchange Act did not contain any untrue statement of a material fact or omit to state a any 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. Each Parent SEC Document that is a registration statement, as amendedamended or supplemented, if applicable, filed pursuant to the Securities Act, as of the date such registration statement or amendment became effectiveeffective prior to the date of this Agreement, did not contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements made therein not misleading. There As of the date of this Agreement, there are no outstanding comments fromamendments or modifications to Parent SEC Documents that were required to be filed with (or furnished to) the SEC prior to the date of this Agreement, but that have not yet been filed with (or unresolved issues raised by, furnished to) the staff SEC. No Subsidiary of Parent is subject to the periodic reporting requirements of the SEC Exchange Act. No executive officer of Parent has failed to make the certifications required of him or her by Rule 13a-14 or 15d-14 under the Exchange Act and Sections 302 and 906 of the Xxxxxxxx-Xxxxx Act with respect to Parent SEC Documents, except as disclosed in certifications filed with the Parent Filed SEC Documents. No enforcement action has been initiated against Parent relating to disclosures contained in or omitted from any Parent Filed SEC Document.

Parent SEC Documents; Financial Statements. (ia) Since January 1, 2019, Parent and each of its Subsidiaries has has, in all material respects, timely filed all reports, schedules, forms, statements and other documents or furnished with the SEC all forms, documents and reports required to be filed or furnished prior to the date hereof by it with the SEC under the Securities Act or the Exchange Act, as the case may be (such documents and any other documents filed or furnished by Parent and its Subsidiaries with the SEC, as have been supplemented, modified or amended since January 1the time of filing, 2013 (collectively, the “Parent SEC Documents”). As of their respective filing dates of filing, or, in if supplemented, modified or amended, as of the case date of the last such supplement, modification or amendment, the Parent SEC Documents that are registration statements filed pursuant to complied in all material respects with the applicable requirements of the Securities Act, their respective effective dates, or if amended or superseded prior to the date of this Agreement, then as of the date of such later filing, (A) each Parent SEC Document complied as to form in all material respects with the requirements of the Securities Exchange Act or the Exchange Xxxxxxxx-Xxxxx Act, as the case may be, and the applicable rules and regulations of the SEC promulgated thereunder applicable theretoand the listing and corporate governance rules and regulations of Nasdaq, and (B) none of the Parent SEC Documents at the time it was filed (or, if supplemented, modified or amended, as of the date of the last supplement, modification or amendment) contained any untrue statement of a material fact or omit omitted to state a any 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, or are to be made, not misleading; provided, however, in each case, that no representation is made as to the accuracy of any financial projections or forward-looking statements or the completeness of any information filed or furnished by Parent with the SEC solely for the purposes of complying with Regulation FD promulgated under the Exchange Act. Each None of Parent’s Subsidiaries are required to file periodic reports with the SEC. As of the date of this Agreement, there are no outstanding or unresolved comments in any comment letters of the staff of the SEC received by Parent or any of its Subsidiaries relating to the Parent SEC Document that is a registration statement, as amended, if applicable, filed pursuant to Documents. To the Securities ActKnowledge of Parent, as of the date such registration statement or amendment became effectivehereof, did not contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements made therein not misleading. There are no outstanding comments from, or unresolved issues raised by, the staff none of the Parent SEC with respect to Documents is the Parent Filed subject of ongoing SEC Documents. No enforcement action has been initiated against Parent relating to disclosures contained in review or omitted from any Parent Filed outstanding SEC Documentinvestigation.

Parent SEC Documents; Financial Statements. (ia) Since January 1, 2022, Parent and each of its Subsidiaries has has, in all material respects, timely filed with or otherwise furnished (as applicable) to the SEC all reportsregistration statements, prospectuses, forms, proxy statements, schedules, formsstatements, statements documents and other documents with the SEC reports required to be filed or furnished prior to the date hereof by it with the SEC under the Securities Act or the Exchange Act, as the case may be (such documents and any other documents filed or furnished by Parent and its Subsidiaries with the SEC, as have been supplemented, modified or amended since January 1the time of filing, 2013 (collectively, the “Parent SEC Documents”). As of their respective dates of filingfiling dates, or, in if supplemented, modified or amended prior to the case date hereof, as of the date of the most recent supplement, modification or amendment, the Parent SEC Documents that are registration statements filed pursuant to complied in all material respects with the applicable requirements of the Securities Act, their respective effective dates, or if amended or superseded prior to the date of this Agreement, then as of the date of such later filing, (A) each Parent SEC Document complied as to form in all material respects with the requirements of the Securities Exchange Act or the Exchange Xxxxxxxx-Xxxxx Act, as the case may be, and the applicable rules and regulations of the SEC promulgated thereunder applicable theretoand the listing and corporate governance rules and regulations of NASDAQ, and (B) none of the Parent SEC Documents at the time it was filed (or, if supplemented, modified or amended, as of the date of the last supplement, modification or amendment) contained any untrue statement of a material fact or omit omitted to state a any 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, or are to be made, not misleading. Each As of the date of this Agreement, there are no outstanding or unresolved comments in any comment letters of the staff of the SEC received by Parent or any of its Subsidiaries relating to the Parent SEC Document that is a registration statement, as amended, if applicable, filed pursuant to Documents. To the Securities ActKnowledge of Parent, as of the date such registration statement or amendment became effectivehereof, did not contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements made therein not misleading. There are no outstanding comments from, or unresolved issues raised by, the staff none of the Parent SEC with respect to Documents are the Parent Filed subject of ongoing SEC Documents. No enforcement action has been initiated against Parent relating to disclosures contained in review or omitted from any Parent Filed outstanding SEC Documentinvestigation.

Parent SEC Documents; Financial Statements. (ia) Parent and each of its Subsidiaries has filed with the SEC all reports, schedules, forms, statements and other documents with the SEC required to be filed by Parent pursuant to the Securities Act and its Subsidiaries the Exchange Act since January 1, 2013 (the “Parent SEC Documents”)2013. As of their respective dates of filing, orfiling (and, in the case of Parent SEC Documents each document that are is a registration statements statement filed pursuant to the requirements of the Securities Act, their respective effective dates, or if amended or superseded prior to the date of this Agreement, then as of the date of such later filingits effectiveness), each document filed by Parent pursuant to the Securities Act and the Exchange Act since January 1, 2013 (A) each collectively, the “Parent SEC Document Documents”) complied as to form in all material respects with the requirements of the Securities Act or the Exchange Act, as the case may beapplicable, and the rules and regulations of the SEC promulgated thereunder applicable thereto, and (B) none of the Parent SEC Documents contained any untrue statement of a material fact or omit 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. Each Parent , except if validly amended or superseded by a subsequent filing with the SEC Document that is a registration statement, as amended, if applicable, filed pursuant prior to the Securities Actdate hereof. Parent has made available to the Company all correspondence with the SEC since January 1, 2013 and prior to the date hereof, and, as of the date such registration statement or amendment became effectiveof this Agreement, did not contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements made therein not misleading. There there are no outstanding comments from, or unresolved issues raised by, the staff of comments received from the SEC with respect to any of the Parent Filed SEC Documents. No enforcement action has been initiated against Documents and, to the Knowledge of Parent, as of the date of this Agreement, none of the Parent relating to disclosures contained in or omitted from SEC Documents is the subject of any Parent Filed SEC Documentongoing review by the SEC.

Parent SEC Documents; Financial Statements. (i) Parent and each of its Subsidiaries has timely filed with or furnished to the SEC all reports, schedules, forms, statements and other documents with the SEC required to be filed or furnished by Parent and its Subsidiaries since January 1, 2013 2020 (the “Parent SEC Documents”). As of their respective dates of filing, or, in the case of Parent SEC Documents that are registration statements filed pursuant to the requirements of the Securities Act, their respective effective dates, or if amended or superseded prior to the date of this Agreement, then as of the date of such later filing, (A) each Parent SEC Document Documents complied as to form in all material respects with the requirements of the Securities Act Act, or the Exchange Act, as the case may be, and the rules and regulations of the SEC promulgated thereunder applicable thereto, and (B) except to the extent amended or superseded by a subsequent filing with the SEC prior to the date hereof, none of the Parent SEC Documents contained any untrue statement of a material fact or omit 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. Each Parent SEC Document that is a registration statement, as amended, if applicable, filed pursuant to the Securities Act, as of the date such registration statement or amendment became effective, did not contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements made therein not misleading. There Parent has made available to the Company all material correspondence with the SEC since January 1, 2020 and, as of the date of this Agreement, there are no outstanding comments from, or unresolved issues raised by, the staff of comments received from the SEC with respect to any of the Parent Filed SEC Documents. No enforcement action has been initiated against Parent relating Documents and, to disclosures contained in or omitted from any the Knowledge of Parent, as of the date of this Agreement, none of the Parent Filed SEC DocumentDocuments is the subject of any ongoing review by the SEC.

Parent SEC Documents; Financial Statements. (i) Since December 31, 2019, the Parent and each of its Subsidiaries has filed with or otherwise furnished to (as applicable) the Securities and Exchange Commission (the “SEC”) all reportsregistration statements, schedulesprospectuses, forms, statements reports, definitive proxy statements, schedules and other documents with the SEC required to be filed or furnished by it under Securities Act of 1933, as amended (the “Securities Act”) or Securities Exchange Act of 1934, as amended (the “Exchange Act”), as the case may be, together with all certifications required pursuant to the Xxxxxxxx-Xxxxx Act of 2002, as amended (the “Xxxxxxxx-Xxxxx Act”) (such documents and any other documents filed by the Parent and its Subsidiaries with the SEC, as have been supplemented, modified, or amended since January 1the time of filing, 2013 (collectively, the “Parent SEC Documents”). As of their respective filing dates or, if supplemented, modified, or amended since the time of filing, or, in the case of Parent SEC Documents that are registration statements filed pursuant to the requirements of the Securities Act, their respective effective dates, or if amended or superseded prior to the date of this Agreement, then as of the date of such later filingthe most recent supplement, (A) each Parent SEC Document complied as to form in all material respects with the requirements of the Securities Act modification, or the Exchange Actamendment, as the case may be, and the rules and regulations of the SEC promulgated thereunder applicable thereto, and (B) none of the Parent SEC Documents contained (i) did not at the time each such document was filed contain any untrue statement of a material fact or omit to state 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. Each Parent SEC Document that is a registration statement, as amended, if applicable, filed pursuant to misleading and (ii) complied in all material respects with all applicable requirements of the Exchange Act or the Securities Act, as the case may be, and the Xxxxxxxx-Xxxxx Act, and the rules and regulations promulgated thereunder, in each case as in effect on the date each such document was filed. As of the date such registration statement or amendment became effectivehereof, did not contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements made therein not misleading. There there are no material outstanding comments from, or unresolved issues raised bycomments received from the SEC with respect to any of the reports filed by the Parent with the SEC. The audited consolidated financial statements and unaudited consolidated interim financial statements of the Parent (including, in each case, any notes thereto) included in or incorporated by reference into the Parent SEC Documents (collectively, the staff “Parent Financial Statements”) (x) complied as of their respective dates of filing in all material respects with the then applicable accounting requirements and the published rules and regulations of the SEC with respect to thereto, (y) were prepared in conformity with GAAP (as in effect in the United States on the date of such Parent Financial Statement) applied on a consistent basis during the periods involved (except as may be indicated in the notes thereto or, in the case of interim financial statements, for normal and recurring year-end adjustments that were not (or will not be) material in amount or effect) and (z) present fairly, in all material respects, the financial position of the Parent Filed SEC Documents. No enforcement action has been initiated against Parent relating and its consolidated subsidiaries and the results of their operations and their cash flows as of the dates and for the periods referred to disclosures contained therein (except as may be indicated in the notes thereto or, in the case of interim financial statements, for normal and recurring year-end adjustments that were not (or omitted from any Parent Filed SEC Documentwill not be) material in amount or effect).