Common use of Parent SEC Documents; Undisclosed Liabilities; Internal Controls Clause in Contracts

Parent SEC Documents; Undisclosed Liabilities; Internal Controls. (a) Parent has timely filed with the SEC (including following any extensions of time for filing provided by Rule 12b-25 promulgated under the Exchange Act) all reports, schedules, forms, statements and other documents required to be filed by Parent with the SEC pursuant to the Securities Act or the Exchange Act since January 1, 2019 (collectively, the “Parent SEC Documents”). As of their respective effective dates (in the case of Parent SEC Documents that are registration statements filed pursuant to the requirements of the Securities Act) or their respective SEC filing dates (in the case of all other Parent SEC Documents), the Parent SEC Documents complied as to form in all material respects with the requirements of the Securities Act or the Exchange Act, as the case may be, applicable to such Parent SEC Documents, and none of the Parent SEC Documents as of such respective dates (or, if amended prior to the date of this Agreement, the date of the filing of such amendment, with respect to the disclosures that are amended) contained any untrue statement of a material fact or omitted to state a material fact necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading. As of the date of this Agreement, there are no outstanding written comments from the SEC with respect to the Parent SEC Documents. As of the date of this Agreement, Parent is (i) eligible to register the resale of the Parent Shares issuable in the Transactions for resale by the Company Shareholders under Form S-3 promulgated under the Securities Act and (ii) a “well-known seasoned issuer” as defined in Rule 405 promulgated under the Securities Act.

Parent SEC Documents; Undisclosed Liabilities; Internal Controls. (a) Parent has timely filed with the SEC (including following any extensions of time for filing provided by Rule 12b-25 promulgated under the Exchange Act) all reports, schedules, forms, statements and other documents required to be filed by Parent with the SEC pursuant to the Securities Act or the Exchange Act since January 1, 2019 2014 (collectively, the “Parent SEC Documents”). As of their respective effective dates (in the case of Parent SEC Documents that are registration statements filed pursuant to the requirements of the Securities Act) or their respective SEC filing dates (in the case of all other Parent SEC Documents), the Parent SEC Documents complied as to form in all material respects with the requirements of the Securities Act or the Exchange Act, as the case may be, applicable to such Parent SEC Documents, and none of the Parent SEC Documents as of such respective dates (or, if amended prior to the date of this Agreement, the date of the filing of such amendment, with respect to the disclosures that are amended) contained any untrue statement of a material fact or omitted to state a material fact necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading. As of the date of this Agreement, there are no outstanding written comments from the SEC with respect to the Parent SEC Documents. As of the date of this Agreement, Parent is (i) eligible to register the resale of the Parent Shares issuable in the Transactions for resale by the Company Shareholders under Form S-3 promulgated under the Securities Act and (ii) a “well-known seasoned issuer” as defined in Rule 405 promulgated under the Securities Act.

Parent SEC Documents; Undisclosed Liabilities; Internal Controls. (ai) Parent has timely filed with the SEC (including following any extensions of time for filing provided by Rule 12b-25 promulgated under the Exchange Act) filed, or furnished, as applicable, all required reports, schedules, forms, registration statements and other documents required to be filed by Parent with the SEC pursuant to since the Securities Act or the Exchange Act since January 1, 2019 effectiveness of its initial public offering in June 2005 (collectively, the “Parent SEC Documents”). As of their respective effective dates of filing with the SEC (in the case of Parent SEC Documents that are registration statements filed pursuant or, if amended or superseded by a filing prior to the requirements date hereof, as of the Securities Act) or their respective SEC filing dates (in the case date of all other Parent SEC Documentssuch filing), the Parent SEC Documents complied as to form in all material respects 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 thereunder applicable to such Parent SEC Documents, and and, to Parent’s knowledge, none of the Parent SEC Documents as of such respective dates (or, if amended prior to the date of this Agreement, the date of the filing of such amendment, with respect to the disclosures that are amended) when filed contained any untrue statement of a material fact or omitted to state a material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading. As The financial statements of Parent included in the Parent SEC Documents complied as to form, as of their respective dates of filing with the SEC, in all material respects with all applicable accounting requirements and with the published rules and regulations of the date SEC with respect thereto (except, in the case of this Agreementunaudited statements, there as permitted by Form 10-Q of the SEC), have been prepared in accordance with GAAP applied on a consistent basis during the periods involved (except as may be disclosed therein) and fairly present in all material respects the consolidated financial position of Parent and its consolidated Subsidiaries and the consolidated results of operations, changes in stockholders’ equity and cash flows of such companies as of the dates and for the periods shown. There are no outstanding written comments from the Staff of the SEC with respect to any of the Parent SEC Documents. As of the date of this Agreement, Parent is (i) eligible to register the resale of the Parent Shares issuable in the Transactions for resale by the Company Shareholders under Form S-3 promulgated under the Securities Act and (ii) a “well-known seasoned issuer” as defined in Rule 405 promulgated under the Securities Act.