Common use of Parent SEC Documents Clause in Contracts

Parent SEC Documents. (a) Parent has on a timely basis filed with or furnished to the SEC all reports, schedules, forms, statements, prospectuses and other documents required to be filed with or furnished prior to the date hereof to the SEC by Parent since January 1, 2019, together with any exhibits and schedules required to be filed or furnished thereto and other document or information required to be incorporated therein (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) and as of their respective SEC filing dates (in the case of all other Parent SEC Documents) or, if amended prior to the date hereof, as of the filing date of the last such amendment, the Parent SEC Documents complied as to form in all material respects with the requirements of the Securities Act, the Exchange Act and the Xxxxxxxx-Xxxxx Act, as applicable, and the rules and regulations promulgated thereunder applicable to such Parent SEC Documents, and none of the Parent SEC Documents as of such respective dates (and, if amended prior to the date hereof, as of 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 the light of the circumstances under which they were made, not misleading. As of the date hereof, there are no outstanding or unresolved written comments received from the SEC with respect to any of the Parent SEC Documents or, to Parent’s Knowledge, none of the Parent SEC Documents are the subject of ongoing SEC review, and there are no formal internal investigations or, to Parent’s Knowledge, any SEC inquiries or investigations or other inquiries or investigations by Governmental Entities that are pending or, to the Company’s Knowledge, threatened, in each case under this sentence, related to any accounting practices of the Company or any of its Subsidiaries.

Parent SEC Documents. (a) Parent has on a timely basis filed with or furnished to the SEC all reports, schedules, forms, statements, prospectuses reports and other documents required to be filed by it with or furnished prior to the date hereof to the SEC since December 9, 2010 (the “Parent SEC Report Date”). Each of the forms, reports, registration statements, and other documents filed by Parent with the SEC since January 1the Parent SEC Report Date (such forms, 2019reports, together with any exhibits and schedules required to be filed or furnished thereto registration statements, and other document documents, whether or information not available through XXXXX, are collectively referred to herein as the “Parent SEC Reports”) and the certifications and statements required to be incorporated therein by Rules 13a-14 and 15d-14 under the Exchange Act and Sections 302 and 906 of the Xxxxxxxx-Xxxxx Act (collectively, the “Parent SEC DocumentsCertifications”). 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 Acti) and as of their respective SEC filing dates (in the case of all other Parent SEC Documents) or, if amended prior to the date hereof, as of the filing date of the last such amendmentfiling thereof, the Parent SEC Documents complied as to form in all material respects with the requirements of the Securities Act, the Exchange Act, and the Xxxxxxxx-Xxxxx Act, as the case may be, including in each case the rules and regulations thereunder, with each such Parent SEC Report having been filed on a timely basis within the time period it was required to be filed with the SEC pursuant to the reporting requirements of the Securities Act, the Exchange Act and or the Xxxxxxxx-Xxxxx Act, as applicable, and the rules and regulations promulgated thereunder applicable to such Parent SEC Documents, and none of the Parent SEC Documents (ii) as of such respective dates its filing date (andor, if amended or superseded by a subsequent filing prior to the date hereof, as of on the date of the filing of such amendment, with respect to the disclosures that are amendedfiling) contained did not contain any untrue statement of a material fact or omitted omit 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. As of the date hereof, there are no outstanding or unresolved written comments received from the SEC with respect to any of the Parent SEC Documents or, to Parent’s Knowledge, none of the Parent SEC Documents are the subject of ongoing SEC review, and there are no formal internal investigations or, to Parent’s Knowledge, any SEC inquiries or investigations or other inquiries or investigations by Governmental Entities that are pending or, to the Company’s Knowledge, threatened, in each case under this sentence, related to any accounting practices of the Company or any of its Subsidiaries.

Parent SEC Documents. (a) Parent has on a timely basis filed with or furnished to the SEC all reports, schedules, forms, statements, prospectuses statements and other documents (including exhibits and other information incorporated therein) with the SEC required to be filed with or furnished prior to the date hereof to the SEC by Parent since January 1, 20192003 (such documents, together with any exhibits and schedules required to be documents filed or furnished thereto and other document or information required to be incorporated therein (collectivelyduring such period by Parent with the SEC on a voluntary basis on Current Reports on Form 8-K, 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) and as of their respective SEC filing dates (in the case of all other Parent SEC Documents) or, if amended prior to the date hereof, as of the filing date of the last such amendmentdates, the Parent SEC Documents complied as to form in all material respects with with, to the extent in effect at the time of filing, the requirements of the Securities Act, the Exchange Act and the Xxxxxxxx-Xxxxx Act, as applicable, and the rules and regulations promulgated thereunder SOX applicable to such Parent SEC Documents, and none of the Parent SEC Documents as of such respective dates (and, if amended prior to the date hereof, as of 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 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. As of Except to the date hereof, there are no outstanding or unresolved written comments received from the SEC with respect to extent that information contained in any of the Parent SEC Documents orDocument has been revised, to Parent’s Knowledgeamended, supplemented or superseded by a later-filed Parent SEC Document, none of the Parent SEC Documents are contains any untrue statement of a material fact or omits to state any material fact required to be stated therein or necessary in order to make the subject statements therein, in light of ongoing the circumstances under which they were made, not misleading, which individually or in the aggregate would require an amendment, supplement or correction to such Parent SEC reviewDocuments. Each of the financial statements (including the related notes) of Parent included in the Parent SEC Documents complied at the time it was filed as to form in all material respects with the applicable accounting requirements and the published rules and regulations of the SEC with respect thereto in effect at the time of such filing, had been prepared in accordance with GAAP (except, in the case of unaudited statements, as permitted by the rules and there are no formal internal investigations orregulations of the SEC) applied on a consistent basis during the periods involved (except as may be indicated in the notes thereto) and fairly presented in all material respects the consolidated financial position of Parent 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, in the case of unaudited statements, to Parent’s Knowledge, any SEC inquiries or investigations or other inquiries or investigations by Governmental Entities that are pending or, to the Company’s Knowledge, threatened, in each case under this sentence, related to any accounting practices of the Company or normal year-end audit adjustments). Neither Parent nor any of its SubsidiariesSubsidiaries has any liabilities or obligations of any nature (whether accrued, absolute, contingent or otherwise) which individually or in the aggregate have had or would reasonably be expected to have a Parent Material Adverse Effect.

Parent SEC Documents. (a) Parent has on a timely basis filed with or furnished to the SEC SEC, on a timely basis, all registration statements, reports, schedules, forms, statements, prospectuses and other documents proxy statements with the SEC required to be filed with or furnished prior to the date hereof to the SEC by Parent since January 1September 28, 20192013 (collectively, together with any and in each case including all exhibits and schedules required to be filed or furnished thereto and other document or information required to be documents incorporated therein (collectivelyby reference therein, as such statements, reports and prospectuses may have been amended since the date of their filing, 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) and as of their respective SEC filing or furnished dates (in the case of all other Parent SEC Documents) or), if amended prior to or in the date hereofcase of amendments thereto, as of the filing date of the last such amendment, the Parent SEC Documents complied as to form in all material respects with the requirements of the Securities Exchange Act, the Exchange Securities Act and the Xxxxxxxx-Xxxxx ActAct and the respective rules and regulations promulgated thereunder, as applicablethe case may be, and the rules and regulations promulgated thereunder of the SEC thereunder, applicable to such Parent SEC Documents, and and, except to the extent that any information in any Parent SEC Document has been revised or superseded by a Parent SEC Document filed prior to the date hereof, none of the Parent SEC Documents as of such respective dates (andor, if amended prior to the date hereofamended, as of 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 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. Except for Holdings, none of the Company Subsidiaries is required to file any forms, reports or other documents with the SEC. No executive officer of Parent or any Parent Subsidiary has failed to make certifications required of him or her under Section 302 or 906 of the Xxxxxxxx-Xxxxx Act with respect to any Parent SEC Document, except as disclosed in certifications filed with the Parent SEC Documents. As of the date hereof, there neither Parent or any Parent Subsidiary nor any of their executive officers has received written notice from any Governmental Authority challenging or questioning the accuracy, completeness, form or manner of filing of such certifications in the Parent SEC Documents. There are no outstanding or unresolved written comments in comment letters received by Parent or any Parent Subsidiary from the SEC with respect to any of or its staff. There has been no material correspondence between the SEC and Parent SEC Documents or, to Parent’s Knowledge, none of the Parent SEC Documents are the subject of ongoing SEC review, and there are no formal internal investigations or, to Parent’s Knowledge, any SEC inquiries or investigations or other inquiries or investigations by Governmental Entities that are pending or, to the Company’s Knowledge, threatened, in each case under this sentence, related to any accounting practices of the Company or any of its SubsidiariesParent Subsidiary since September 28, 2014, that is not available on the SEC’s Electronic Data Gathering, Analysis and Retrieval database.

Parent SEC Documents. (ai) Parent has on a timely basis filed with or furnished to the SEC all reports, schedules, forms, statements, prospectuses statements and other documents (including exhibits and other information incorporated therein) with the SEC required to be filed with or furnished prior to the date hereof to the SEC by Parent since January 1, 20192003 (such documents, together with any exhibits and schedules required to be documents filed or furnished thereto and other document or information required to be incorporated therein (collectivelyduring such period by Parent with the SEC on a voluntary basis on Current Reports on Form 8-K, 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 Each of the Securities Act) and as of their respective SEC filing dates (in the case of all other Parent SEC Documents) or, if as amended prior to the date hereofof this Agreement, as of the filing date of the last such amendment, the Parent SEC Documents complied as to form in all material respects with with, to the extent in effect at the time of filing, the requirements of the Securities Act, Act and the Exchange Act and the Xxxxxxxx-Xxxxx Act, as applicable, and the rules and regulations promulgated thereunder applicable to such Parent SEC Documents, and none of the Parent SEC Documents as of such respective dates (andwhen filed or, if amended prior to the date hereof, as of 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 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. As Each of the date hereof, there are no outstanding financial statements (including the related notes) of Parent included in the Parent SEC Documents (or unresolved written comments received from incorporated therein by reference) complied at the time it was filed as to form in all material respects with the applicable accounting requirements and the published rules and regulations of the SEC with respect to any thereto in effect at the time of such filing, had been prepared in accordance with GAAP (except, in the case of unaudited statements, as permitted by the rules and regulations of the SEC) applied on a consistent basis during the periods involved (except as may be indicated in the notes thereto) and fairly presented in all material respects the consolidated financial position of Parent 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, in the case of unaudited statements, to normal year-end audit adjustments). Except as disclosed in Parent SEC Documents or, filed prior to Parent’s Knowledge, none the date of this Agreement (the “Filed Parent SEC Documents are the subject Documents”) (excluding, in each case, Cautionary Disclosures), neither Parent nor any of ongoing SEC reviewits Subsidiaries has any liabilities or obligations of any nature (whether absolute, and there are no formal internal investigations oraccrued, to Parent’s Knowledgeknown or unknown, any SEC inquiries contingent or investigations or other inquiries or investigations by Governmental Entities that are pending orotherwise) nor, to the Company’s KnowledgeKnowledge of Parent, threateneddoes any basis exist therefor, other than (A) liabilities or obligations which would not individually or in each case under the aggregate reasonably be expected to have a Parent Material Adverse Effect, (B) liabilities or obligations incurred pursuant to Contracts entered into after the date hereof not in violation of this sentenceAgreement and (C) liabilities or obligations incurred pursuant to this Agreement. Neither Parent nor any of its Subsidiaries is a party to, related or has any commitment to become a party to, any joint venture, off-balance sheet partnership or any similar Contract or arrangement (including any Contract or arrangement relating to any accounting practices transaction or relationship between or among Parent and any of its Subsidiaries, on the one hand, and any unconsolidated Affiliate, including any structured finance, special purpose or limited purpose entity or person, on the other hand, or any “off-balance sheet arrangement” (as defined in Item 303(a) of Regulation S-K of the Company SEC)), where the result, purpose or intended effect of such Contract or arrangement is to avoid disclosure of any material transaction involving, or material liabilities of, Parent or any of its SubsidiariesSubsidiaries in Parent’s or such Subsidiary’s published financial statements or other Parent SEC Documents.

Parent SEC Documents. (a) Parent has on a timely basis filed with or furnished to the SEC all reports, schedules, forms, statements, prospectuses statements and other documents (including exhibits and other information incorporated therein) with the SEC required to be filed with or furnished prior to the date hereof to the SEC by Parent since January 1December 31, 2019, together with any exhibits and schedules required to be filed or furnished thereto and other document or information required to be incorporated therein 2002 (collectivelysuch documents, the “"Parent SEC Documents”"). No Subsidiary of Parent is required to file, or files, any form, report or other document with the SEC. 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) and as of their respective SEC filing dates (in the case of all other Parent SEC Documents) or, if amended prior to the date hereof, as of the filing date of the last such amendmentdates, the Parent SEC Documents complied as to form in all material respects with the requirements of the Securities Act, Act or the Exchange Act and the Xxxxxxxx-Xxxxx Act, as applicablethe case may be, and the rules and regulations promulgated thereunder applicable to such Parent SEC Documents, and none of the Parent SEC Documents as of such respective dates (and, if amended prior to the date hereof, as of 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 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. As of , unless such information contained in any Parent SEC Document has been corrected, revised or superceded by a later filed Parent SEC Document filed prior to the date hereof, there are no outstanding or unresolved written comments received from . The financial statements of Parent included in the Parent SEC Documents comply as to form in all material respects with applicable accounting requirements and the published rules and regulations of the SEC with respect to any thereto, have been prepared in accordance with GAAP (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 in all material respects the financial position of Parent SEC Documents or, to Parent’s Knowledge, none and its consolidated Subsidiaries as of the Parent SEC Documents are dates thereof and the subject consolidated results of ongoing SEC reviewtheir operations and cash flows for the periods then ended (subject, and there are no formal internal investigations or, to Parent’s Knowledge, any SEC inquiries or investigations or other inquiries or investigations by Governmental Entities that are pending orin the case of unaudited statements, to the Company’s Knowledge, threatened, in each case under this sentence, related absence of footnote disclosure and to any accounting practices of the Company or any of its Subsidiariesnormal and recurring year-end audit adjustments).

Parent SEC Documents. (ai) Parent has on a timely basis filed with or furnished to the SEC all reports, schedules, forms, statements, prospectuses prospectuses, registration statements and other documents required to be filed with or furnished prior to the date hereof to the SEC by Parent since January 1, 2019, together with any (including exhibits and schedules thereto and other information incorporated therein) with the SEC required to be filed or furnished thereto and other document by Parent under the Exchange Act since January 1, 2008 (such documents, together with any documents filed or information required to be incorporated therein (collectivelyfurnished during such period by Parent with the SEC on a voluntary basis on Current Reports on Form 8-K, the “Parent SEC Documents”). As Each of their respective effective dates (in the case of Parent SEC Documents that are registration statements filed pursuant Documents, as of the time of its filing or, if applicable, as of the time of its most recent amendment, complied in all material respects with, to the extent in effect at such time, the requirements of the Securities Act) Act and as of their respective SEC filing dates (in the case of all other Parent SEC Documents) or, if amended prior to the date hereof, as of the filing date of the last such amendment, the Parent SEC Documents complied as to form in all material respects with the requirements of the Securities Act, the Exchange Act and the Xxxxxxxx-Xxxxx Act, as applicable, and the rules and regulations promulgated thereunder applicable to such Parent SEC DocumentsDocument, and none of the Parent SEC Documents as of such respective dates (andwhen filed or, if amended prior to the date hereofamended, as of the date of the filing of such most recent amendment, with respect to the disclosures that are amended) 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 the light of the circumstances under which they were made, not misleading. As Each of the consolidated financial statements (including the related notes and schedules thereto) of Parent included in the Parent SEC Documents (or incorporated therein by reference) complied at the time it was filed or, if amended, as of the date hereofof such most recent amendment, there as to form in all material respects with the applicable accounting requirements and the published rules and regulations of the SEC with respect thereto in effect at the time of such filing or amendment, had been prepared in accordance with GAAP (except, in the case of unaudited statements, as permitted by the rules and regulations of the SEC) applied on a consistent basis during the periods involved (except as may be indicated in the notes thereto) and fairly presented in all material respects the consolidated financial position of Parent 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, in the case of unaudited statements, to normal period-end audit adjustments). None of the Subsidiaries of Parent are, or have at any time since January 1, 2008 been, subject to the reporting requirements of Section 13(a) or 15(d) of the Exchange Act. There are no outstanding or unresolved written comments received from the SEC with respect to any of the Parent SEC Documents or, to Parent’s Knowledge, none of the Parent SEC Documents are the subject of ongoing SEC review, and there are no formal internal investigations or, to Parent’s Knowledge, any SEC inquiries or investigations or other inquiries or investigations by Governmental Entities that are pending or, to the Company’s Knowledge, threatened, in each case under this sentence, related to any accounting practices of the Company or any of its SubsidiariesDocuments.

Parent SEC Documents. (ai) Parent has on a timely basis filed with or furnished to the SEC all reports, schedules, forms, statements, prospectuses statements and other documents (including exhibits and other information incorporated therein) with the SEC required to be filed with or furnished prior to the date hereof to the SEC by Parent since January 1, 20192006 (such documents, together with any exhibits and schedules required documents filed during such period by Parent to be filed or furnished thereto and other document or information required to be incorporated therein (collectivelythe SEC on a voluntary basis on Current Reports on Form 8-K, the “Parent SEC Documents”). As Each of their respective effective dates (in the case of Parent SEC Documents that are registration statements filed pursuant Documents, as amended prior to the date of this Agreement, complied in all material respects with, to the extent in effect at the time of filing, the requirements of the Securities Act) Act and as of their respective SEC filing dates (in the case of all other Parent SEC Documents) or, if amended prior to the date hereof, as of the filing date of the last such amendment, the Parent SEC Documents complied as to form in all material respects with the requirements of the Securities Act, the Exchange Act and the Xxxxxxxx-Xxxxx Act, as applicable, and the rules and regulations promulgated thereunder applicable to such Parent SEC Documents, and none of the Parent SEC Documents as of such respective dates (andwhen filed or, if amended prior to the date hereof, as of 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 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. As Each of the date hereof, there are no outstanding financial statements (including the related notes) of Parent included in the Parent SEC Documents (or unresolved written comments received from incorporated therein by reference) complied at the time it was filed as to form in all material respects with the applicable accounting requirements and the published rules and regulations of the SEC with respect to any thereto in effect at the time of such filing, had been prepared in accordance with GAAP (except, in the case of unaudited statements, as permitted by the rules and regulations of the SEC) applied on a consistent basis during the periods involved (except as may be indicated in the notes thereto) and fairly presented in all material respects the consolidated financial position of Parent 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, in the case of unaudited statements, to normal recurring year-end audit adjustments). Except as reflected or reserved against in the balance sheet of Parent, including the notes thereto as of September 30, 2007 included in Parent SEC Documents orfiled prior to the date of this Agreement (the “Filed Parent SEC Documents”), neither Parent nor any of its Subsidiaries has any liabilities or obligations of any nature (whether absolute, accrued, known or unknown, contingent or otherwise), other than (A) liabilities or obligations incurred since September 30, 2007 in the ordinary course of business consistent with past practice, (B) liabilities or obligations incurred pursuant to Parent’s KnowledgeContracts entered into after the date hereof not in violation of this Agreement, none (C) liabilities or obligations incurred pursuant to this Agreement and (D) liabilities or obligations that would not reasonably be expected to have a Parent Material Adverse Effect. Neither Parent nor any of its Subsidiaries is a party to, or has any commitment to become a party to, any joint venture, off-balance sheet partnership or any similar Contract or arrangement (including any Contract or arrangement relating to any transaction or relationship between or among Parent and any of its Subsidiaries, on the one hand, and any unconsolidated Affiliate, including any structured finance, special purpose or limited purpose entity or person, on the other hand, or any “off-balance sheet arrangement” (as defined in Item 303(a) of Regulation S-K of the SEC)), where the result, purpose or intended effect of such Contract or arrangement is to avoid disclosure of any material transaction involving, or material liabilities of, Parent SEC Documents are the subject of ongoing SEC review, and there are no formal internal investigations or, to Parent’s Knowledge, any SEC inquiries or investigations or other inquiries or investigations by Governmental Entities that are pending or, to the Company’s Knowledge, threatened, in each case under this sentence, related to any accounting practices of the Company or any of its SubsidiariesSubsidiaries in Parent’s or such Subsidiary’s published financial statements or other Parent SEC Documents. None of the Subsidiaries of Parent is, or has at any time since January 1, 2006 been, subject to the reporting requirements of Section 13(a) or 15(d) of the Exchange Act.

Parent SEC Documents. (a) The Parent has on a timely basis filed with or furnished to the SEC all reports, schedules, forms, statements, prospectuses statements and other documents required to be filed with by it under the Exchange Act, including pursuant to Section 13(a) or furnished prior to the date hereof to the SEC by Parent 15(d) thereof, since January 1, 20192008 (the foregoing materials, together with any including the exhibits and schedules required to be filed or furnished thereto and other document or information required documents incorporated by reference therein, being collectively referred to be incorporated therein (collectively, herein as the “Parent SEC DocumentsReports”)) on a timely basis or has received a valid extension of such time of filing and has filed any such SEC Reports prior to the expiration of any such extension. As of their respective effective dates (in the case of Parent SEC Documents that are registration statements filed pursuant to the requirements of the Securities Act) and as of their respective SEC filing dates (in the case of all other Parent SEC Documents) or, if amended prior to the date hereof, as of the filing date of the last such amendmentdates, the Parent SEC Documents Reports complied as to form in all material respects with the requirements of the Securities Act, the Exchange Act and the Xxxxxxxx-Xxxxx Act, as applicable, and the rules and regulations of the SEC promulgated thereunder applicable to such Parent SEC Documentsthereunder, and none of the Parent SEC Documents as of such respective dates (andReports, if amended prior to the date hereofwhen filed, as of 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 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. As The financial statements of the date hereof, there are no outstanding or unresolved written comments received from Parent included in the SEC Reports comply in all material respects with applicable accounting requirements and the rules and regulations of the SEC with respect to any thereto as in effect at the time of filing. Such financial statements have been prepared in accordance with United States generally accepted accounting principles (“U.S. GAAP”) applied on a consistent basis during the periods involved, 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 U.S. GAAP, and fairly present in all material respects the financial position of the Parent SEC Documents oras 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 Parent’s Knowledge, none of the Parent SEC Documents are the subject of ongoing SEC review, and there are no formal internal investigations or, to Parent’s Knowledge, any SEC inquiries or investigations or other inquiries or investigations by Governmental Entities that are pending or, to the Company’s Knowledge, threatened, in each case under this sentence, related to any accounting practices of the Company or any of its Subsidiariesnormal year-end audit adjustments.

Parent SEC Documents. (a) Parent has on a timely basis filed with or furnished to the SEC Commission all forms, reports, schedules, forms, statements, prospectuses statements and other documents required to be filed with by it since December 31, 2001 under the Exchange Act or furnished prior to the date hereof to Securities Act (such documents, as supplemented and amended since the SEC by Parent since January 1time of filing, 2019, together with any exhibits and schedules required to be filed or furnished thereto and other document or information required to be incorporated therein (collectively, the “Parent SEC Documents”). As of their respective effective dates The Parent SEC Documents, including, without limitation, any financial statements or schedules included or incorporated by reference therein, at the time filed (and, in the case of Parent SEC Documents that are registration statements filed pursuant and proxy statements, on the dates of effectiveness and the dates of mailing, respectively) (a) 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 requirements of the Securities Act) statements therein (and as of their respective SEC filing dates (in the case of any prospectus, in light of the circumstances under which they were made), not misleading, and (b) complied in all other Parent SEC Documents) or, if amended prior to material respects with the date hereofapplicable requirements of the Exchange Act and the Securities Act, as the case may be. The financial statements of the filing date of the last such amendment, Parent included in the Parent SEC Documents at the time filed (and, in the case of registration statements and proxy statements, on the dates of effectiveness and the dates of mailing, respectively) complied as to form in all material respects with applicable accounting requirements and with the published rules and regulations of the Commission with respect thereto, were prepared in accordance with generally accepted accounting principles applied on a consistent basis during the periods involved (except as may be indicated in the notes thereto or, in the case of unaudited statements, as permitted by Form 10-Q of the Commission), and fairly presented (subject, in the case of the unaudited interim financial statements, to normal, recurring year-end audit adjustments consistent with past practice), in all material respects, the consolidated financial position of Parent and its consolidated subsidiaries as at the dates thereof and the consolidated results of their operations and cash flows for the periods then ended. No subsidiary of Parent is or has been subject to the periodic reporting requirements of the Securities ActExchange Act or required to file any form, report or other document with the Commission, the Exchange Act and the Xxxxxxxx-Xxxxx ActNasdaq Stock Market, as applicable, and the rules and regulations promulgated thereunder applicable to such Parent SEC Documents, and none of the Parent SEC Documents as of such respective dates (and, if amended prior to the date hereof, as of 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 the light of the circumstances under which they were made, not misleading. As of the date hereof, there are no outstanding or unresolved written comments received from the SEC with respect to any of the Parent SEC Documents or, to Parent’s Knowledge, none of the Parent SEC Documents are the subject of ongoing SEC review, and there are no formal internal investigations or, to Parent’s KnowledgeInc., any SEC inquiries or investigations or other inquiries or investigations by Governmental Entities that are pending or, to the Company’s Knowledge, threatened, in each case under this sentence, related to any accounting practices of the Company stock exchange or any of its Subsidiariesother comparable Governmental Authority.

Parent SEC Documents. (a) Parent has on a timely basis filed with or furnished to the SEC Commission all forms, registrations and proxy statements, reports, schedules, forms, statements, prospectuses schedules and other documents statements required to be filed with or furnished prior to by it since December 31, 1996 under the date hereof to the SEC by Parent since January 1Securities Exchange Act of 1934, 2019, as amended (together with any exhibits the rules and schedules required to be regulations thereunder, "Exchange Act") or the Securities Act of 1933, as amended ("Securities Act") (all documents filed or furnished thereto and other document or information required to be incorporated therein (since such date, collectively, the “"Parent SEC Documents”"). As of their respective effective dates The Parent SEC Documents, including, without limitation, any financial statements or schedules included therein, at the time filed (in the case of Parent SEC Documents that are registration statements filed pursuant to and proxy statements, solely on the requirements dates of the Securities Act) and as of their respective SEC filing dates (in the case of all other Parent SEC Documents) or, if amended prior to the date hereof, as of the filing date of the last such amendment, the Parent SEC Documents complied as to form in all material respects with the requirements of the Securities Act, the Exchange Act effectiveness and the Xxxxxxxx-Xxxxx Actdates of mailing, as applicable, and the rules and regulations promulgated thereunder applicable to such Parent SEC Documents, and none of the Parent SEC Documents as of such respective dates respectively) (and, if amended prior to the date hereof, as of the date of the filing of such amendment, with respect to the disclosures that are amendedi) contained did not contain any untrue statement of a material fact or omitted omit 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. As , and (ii) complied in all material respects with the applicable requirements of the date hereofExchange Act and the Securities Act, there are no outstanding or unresolved written comments received from as the SEC with respect to any case may be. The financial statements of Parent included in the Parent SEC Documents at the time filed (and, in the case of registration statements and proxy statements, on the date of effectiveness and the date of mailing, respectively) complied as to form in all material respects with applicable accounting requirements and with the published rules and regulations of the Commission with respect thereto, were prepared in accordance with generally accepted accounting principles applied on a consistent basis during the periods involved (except as may be indicated in the notes thereto or, to Parent’s Knowledgein the case of unaudited statements, none as permitted by Form 10-Q of the Parent SEC Documents are the subject of ongoing SEC reviewCommission), and there are no formal internal investigations orfairly present (subject in the case of unaudited statements to normal, to Parent’s Knowledge, any SEC inquiries or investigations or other inquiries or investigations by Governmental Entities that are pending or, to recurring and year-end audit adjustments) in all material respects the Company’s Knowledge, threatened, in each case under this sentence, related to any accounting practices consolidated financial position of Parent at the Company or any dates thereof and the consolidated results of its Subsidiaries.operations and cash flows for the periods then ended. 3.11

Parent SEC Documents. (a) Parent has on a and its subsidiaries have timely basis filed with or furnished to the SEC Securities and Exchange Commission (the “Commission”) all registration statements, prospectuses, forms, reports, schedules, forms, statements, prospectuses statements and other documents required to be filed with or furnished prior to (as supplemented and amended since the date hereof to the SEC by Parent since January 1time of filing, 2019, together with any exhibits and schedules required to be filed or furnished thereto and other document or information required to be incorporated therein (collectively, the “Parent SEC Documents”). As of their respective effective dates (in the case of Parent SEC Documents that are registration statements ) required to be filed pursuant to the requirements of by them since December 31, 2005 under the Securities Act) and as Exchange Act of their respective SEC filing dates (in the case of all other Parent SEC Documents) or, if amended prior to the date hereof1934, as of the filing date of the last such amendment, the Parent SEC Documents complied as to form in all material respects amended (together with the requirements of the Securities Act, the Exchange Act and the Xxxxxxxx-Xxxxx Act, as applicable, and the rules and regulations promulgated thereunder applicable to such thereunder, the “Exchange Act”), or the Securities Act of 1933, as amended (together with the rules and regulations promulgated thereunder, the “Securities Act”). The Parent SEC Documents, and none of including any financial statements or schedules included in the Parent SEC Documents as of such respective dates Documents, at the time filed (and, if in the case of registration statements and proxy statements, on the dates of effectiveness and the dates of mailing, respectively, and, in the case of any Parent SEC Document amended or superseded by a filing prior to the date hereofof this Agreement, as of then on the date of the filing of such amendment, with respect to the disclosures that are amendedamending or superseding filing) contained (i) did not contain any untrue statement of a material fact or omitted omit 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. As , and (ii) complied in all material respects with the applicable requirements of the date hereofExchange Act and the Securities Act, there are no outstanding or unresolved written comments received from as the SEC with respect to any case may be. The consolidated financial statements of Parent and its subsidiaries included in the Parent SEC Documents orfairly present (subject, in the case of unaudited statements, to normal, recurring audit adjustments) in all material respects the consolidated financial position of Parent and its consolidated subsidiaries as at the dates thereof and the 10 consolidated results of their operations and cash flows (and changes in financial position, if any) for the periods then ended in conformity with United States generally accepted accounting principles (“GAAP”). None of Parent’s Knowledge, none subsidiaries is subject to the periodic reporting requirements of the Parent SEC Documents are Exchange Act or required to file any form, report or other document with the subject of ongoing SEC reviewCommission, and there are no formal internal investigations or, to Parent’s Knowledgethe NYSE, any SEC inquiries or investigations or other inquiries or investigations by Governmental Entities that are pending or, to the Company’s Knowledge, threatened, in each case under this sentence, related to any accounting practices of the Company stock exchange or any of its Subsidiariesother comparable Governmental Authority.

Parent SEC Documents. (a) Parent has on a timely basis filed all required reports, schedules, forms, statements and other documents with the SEC since December 31, 1996. Parent has delivered or furnished made available to the SEC Company all reports, schedules, forms, statements, prospectuses statements and other documents required to be filed with or furnished prior to the date hereof to the SEC by Parent since January 1such date (collectively, 2019, together with any and in each case including all exhibits and schedules required to be filed or furnished thereto and other document or information required to be documents incorporated therein (collectivelyby reference therein, 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) and as of their respective SEC filing dates (in the case of all other Parent SEC Documents) or, if amended prior to the date hereof, as of the filing date of the last such amendmentdates, the Parent SEC Documents complied as to form in all material respects with the requirements of the Securities Act, Act or the Exchange Act and the Xxxxxxxx-Xxxxx Act, as applicablethe case may be, and the rules and regulations of the SEC promulgated thereunder applicable to such Parent SEC Documents. As of their respective dates, and none of the Parent SEC Documents as of such respective dates (and, if amended prior to the date hereof, as of the date of the filing of such amendment, with respect to the disclosures that are amendedincluding any and all financial statements therein) contained any untrue statement of a material fact or omitted failed to state a any 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. As The consolidated financial statements of Parent included in the date hereof, there are no outstanding or unresolved written comments received from Parent SEC Documents comply as to form in all material respects with applicable accounting requirements and the published rules and regulations of the SEC with respect to any thereto, have been prepared in accordance with GAAP (except, in the case of unaudited consolidated quarterly statements, as permitted by Form 10-Q of the SEC) applied on a consistent basis during the period involved (except as may be indicated in the notes thereto) and present fairly, in all material respects, the consolidated financial position of Parent SEC Documents orand its subsidiaries at the respective dates thereof and the consolidated results of operations and cash flows for the periods specified therein (subject, in the case of unaudited quarterly statements, to Parent’s Knowledge, none of the Parent SEC Documents are the subject of ongoing SEC review, and there are no formal internal investigations or, to Parent’s Knowledge, any SEC inquiries or investigations or other inquiries or investigations by Governmental Entities that are pending or, to the Company’s Knowledge, threatened, in each case under this sentence, related to any accounting practices of the Company or any of its Subsidiariesnormal year-end audit adjustments).

Parent SEC Documents. (a) Parent has on a timely basis filed with or furnished to the SEC -------------------- Commission all forms, reports, schedules, forms, statements, prospectuses statements and other documents required to be filed with by it since December 31, 1994 under the Exchange Act or furnished prior to the date hereof to Securities Act (such documents, as supplemented and amended since the SEC by Parent since January 1time of filing, 2019, together with any exhibits and schedules required to be filed or furnished thereto and other document or information required to be incorporated therein (collectively, the “"Parent SEC Documents”"). As of their respective effective dates The Parent SEC Documents, including, without limitation, any financial statements or schedules included therein, at the time filed (and, in the case of Parent SEC Documents that are registration statements filed pursuant to and proxy statements, on the requirements dates of the Securities Act) and as of their respective SEC filing dates (in the case of all other Parent SEC Documents) or, if amended prior to the date hereof, as of the filing date of the last such amendment, the Parent SEC Documents complied as to form in all material respects with the requirements of the Securities Act, the Exchange Act effectiveness and the Xxxxxxxx-Xxxxx Actdates of mailing, as applicable, and the rules and regulations promulgated thereunder applicable to such Parent SEC Documents, and none of the Parent SEC Documents as of such respective dates respectively) (and, if amended prior to the date hereof, as of the date of the filing of such amendment, with respect to the disclosures that are amendeda) contained did not contain any untrue statement of a material fact or omitted omit 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. As , and (b) except as set forth in Section 4.8 to the Parent Disclosure Schedule, complied in all material respects with the applicable requirements of the date hereofExchange Act and the Securities Act, there are no outstanding or unresolved written comments received from as the SEC with respect to any case may be. The financial statements of Parent included in the Parent SEC Documents at the time filed (and, in the case of registration statements and proxy statements, on the dates of effectiveness and the dates of mailing, respectively) complied as to form in all material respects with applicable accounting requirements and with the published rules and regulations of the Commission with respect thereto, were prepared in accordance with generally accepted accounting principles applied on a consistent basis during the periods involved (except as may be indicated in the notes thereto or, to Parent’s Knowledgein the case of unaudited statements, none as permitted by Form 10-Q of the Parent SEC Documents are the subject of ongoing SEC reviewCommission), and there are no formal internal investigations orfairly present (subject, in the case of the unaudited interim financial statements, to Parent’s Knowledgenormal, any SEC inquiries or investigations or other inquiries or investigations by Governmental Entities that are pending or, to the Company’s Knowledge, threatenedrecurring year-end audit adjustments consistent with past practices), in each case under this sentenceall material respects, related to any accounting practices the consolidated financial position of Parent and its consolidated subsidiaries as at the Company or any dates thereof and the consolidated results of its Subsidiariestheir operations and cash flows for the periods then ended.

Parent SEC Documents. (a) Parent has on a timely basis filed with or furnished to the SEC Securities and Exchange Commission (the "Commission") all forms, reports, schedules, forms, statements, prospectuses statements and other documents required to be filed by it since October 2, 2001 under the Securities Exchange Act of 1934, as amended (together with the rules and regulations thereunder, the "Exchange Act"), or furnished the Securities Act (such documents, as supplemented and amended since the time of filing, collectively, the "Parent SEC Documents"). The Parent SEC Documents, including any financial statements or schedules included in the Parent SEC Documents, at the time filed (and, in the case of registration statements and proxy statements, on the dates of effectiveness and the dates of mailing, respectively, and, in the case of any Parent SEC Document amended or superseded by a filing prior to the date hereof to the SEC by Parent since January 1of this Agreement, 2019, together with any exhibits and schedules required to be filed or furnished thereto and other document or information required to be incorporated therein (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) and as of their respective SEC filing dates (in the case of all other Parent SEC Documents) or, if amended prior to the date hereof, as of the filing date of the last such amendment, the Parent SEC Documents complied as to form in all material respects with the requirements of the Securities Act, the Exchange Act and the Xxxxxxxx-Xxxxx Act, as applicable, and the rules and regulations promulgated thereunder applicable to such Parent SEC Documents, and none of the Parent SEC Documents as of such respective dates (and, if amended prior to the date hereof, as of then on the date of the filing of such amendment, with respect to the disclosures that are amendedamending or superseding filing) contained (a) did not contain any untrue statement of a material fact or omitted omit 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. As , and (b) complied in all material respects with the applicable requirements of the date hereofExchange Act and the Securities Act, there are no outstanding or unresolved written comments received from as the SEC with respect to any case may be. The financial statements of Parent included in the Parent SEC Documents at the time filed (and, in the case of registration statements and proxy statements, on the dates of effectiveness and the dates of mailing, respectively, and, in the case of any Parent SEC Document amended or superseded by a filing prior to the date of this Agreement, then on the date of such amending or superseding filing) complied as to form in all material respects with applicable accounting requirements and with the published rules and regulations of the Commission with respect thereto, were prepared in accordance with United States generally accepted accounting principles ("GAAP") applied on a consistent basis during the periods involved (except as may be indicated in the notes thereto or, to Parent’s Knowledgein the case of unaudited statements, none as permitted by Form 10-Q of the Parent SEC Documents are the subject of ongoing SEC reviewCommission), and there are no formal internal investigations orfairly present in all material respects (subject, in the case of unaudited statements, to Parent’s Knowledgenormal, any SEC inquiries or investigations or other inquiries or investigations by Governmental Entities that are pending or, to recurring audit adjustments) the Company’s Knowledge, threatened, in each case under this sentence, related to any accounting practices consolidated financial position of Parent and its consolidated subsidiaries as at the Company or any dates thereof and the consolidated results of its Subsidiariestheir operations and cash flows for the periods then ended.

Parent SEC Documents. (a) Parent has on a timely basis filed with or furnished to the SEC all registration statements, reports, schedules, forms, proxy statements, prospectuses information statements and other documents required to be filed with or furnished prior to the date hereof to the SEC by Parent since January 1, 2019, together with any exhibits and schedules required to be filed or furnished by it with the SEC pursuant to applicable securities statutes, regulations, policies and rules since May 1, 2003 (the registration statements, reports, forms, proxy statements, information statements and documents filed or furnished since May 1, 2003 collectively, and in each case including all exhibits and schedules thereto and other document or information required to be documents incorporated therein (collectivelyby reference therein, 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) and as of their respective dates of being filed or furnished with the SEC filing dates (in the case of all other Parent SEC Documents) or, if amended prior to the date hereof, as of the filing date of the last such amendment), the Parent SEC Documents complied as to form in all material respects with the applicable requirements of each of the Securities Exchange Act of 1934, as amended (the 45 “Exchange Act”), the Exchange Securities Act and the Xxxxxxxx-Xxxxx Act, as applicable, and the rules and regulations promulgated thereunder and complied in all material respects with the then applicable to such Parent SEC Documents, and none accounting standards. As of the Parent SEC Documents as of such their respective dates (and, if amended prior to the date hereofamended, as of the date of the filing of such amendment), with respect to the disclosures that are amended) contained Parent SEC Documents did not contain any untrue statement of a material fact or omitted omit 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 in which they were made, not misleading. As of the date hereof, there are no outstanding or unresolved written comments received from the SEC with respect to any of the The Parent SEC Documents or, include all certificates required to Parent’s Knowledge, none be included therein pursuant to Sections 302 and 906 of the Parent SEC Documents are the subject Xxxxxxxx-Xxxxx Act of ongoing SEC review2002, and there are no formal internal investigations or, to Parent’s Knowledge, any SEC inquiries or investigations or other inquiries or investigations by Governmental Entities that are pending or, to the Company’s Knowledge, threatened, in each case under this sentence, related to any accounting practices of the Company or any of its Subsidiariesas amended.

Parent SEC Documents. (a) Parent has on a timely basis filed with or furnished to the SEC Securities and Exchange Commission (the "COMMISSION") all forms, reports, schedules, forms, statements, prospectuses statements and other documents required to be filed by it since October 2, 2001 under the Securities Exchange Act of 1934, as amended (together with the rules and regulations thereunder, the "EXCHANGE ACT"), or furnished the Securities Act (such documents, as supplemented and amended since the time of filing, collectively, the "PARENT SEC DOCUMENTS"). The Parent SEC Documents, including any financial statements or schedules included in the Parent SEC Documents, at the time filed (and, in the case of registration statements and proxy statements, on the dates of effectiveness and the dates of mailing, respectively, and, in the case of any Parent SEC Document amended or superseded by a filing prior to the date hereof to the SEC by Parent since January 1of this Agreement, 2019, together with any exhibits and schedules required to be filed or furnished thereto and other document or information required to be incorporated therein (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) and as of their respective SEC filing dates (in the case of all other Parent SEC Documents) or, if amended prior to the date hereof, as of the filing date of the last such amendment, the Parent SEC Documents complied as to form in all material respects with the requirements of the Securities Act, the Exchange Act and the Xxxxxxxx-Xxxxx Act, as applicable, and the rules and regulations promulgated thereunder applicable to such Parent SEC Documents, and none of the Parent SEC Documents as of such respective dates (and, if amended prior to the date hereof, as of then on the date of the filing of such amendment, with respect to the disclosures that are amendedamending or superseding filing) contained (a) did not contain any untrue statement of a material fact or omitted omit 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. As , and (b) complied in all material respects with the applicable requirements of the date hereofExchange Act and the Securities Act, there are no outstanding or unresolved written comments received from as the SEC with respect to any case may be. The financial statements of Parent included in the Parent SEC Documents at the time filed (and, in the case of registration statements and proxy statements, on the dates of effectiveness and the dates of mailing, respectively, and, in the case of any Parent SEC Document amended or superseded by a filing prior to the date of this Agreement, then on the date of such amending or superseding filing) complied as to form in all material respects with applicable accounting requirements and with the published rules and regulations of the Commission with respect thereto, were prepared in accordance with United States generally accepted accounting principles ("GAAP") applied on a consistent basis during the periods involved (except as may be indicated in the notes thereto or, to Parent’s Knowledgein the case of unaudited statements, none as permitted by Form 10-Q of the Parent SEC Documents are the subject of ongoing SEC reviewCommission), and there are no formal internal investigations orfairly present in all material respects (subject, in the case of unaudited statements, to Parent’s Knowledgenormal, any SEC inquiries or investigations or other inquiries or investigations by Governmental Entities that are pending or, to recurring audit adjustments) the Company’s Knowledge, threatened, in each case under this sentence, related to any accounting practices consolidated financial position of Parent and its consolidated subsidiaries as at the Company or any dates thereof and the consolidated results of its Subsidiariestheir operations and cash flows for the periods then ended.

Parent SEC Documents. (a) Parent has on a timely basis filed with or and furnished to the SEC all required reports, schedules, forms, statementsprospectuses, prospectuses and registration, proxy and other documents required to be filed statements with or furnished prior to the date hereof to the SEC by Parent since January 1July 14, 20192006 (collectively, together with any and in each case including all exhibits and schedules required to be filed or furnished thereto and other document or information required to be documents incorporated therein (collectivelyby reference therein, 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) and as of their respective SEC filing dates (in the case of all other Parent SEC Documents) or, if amended prior to the date hereof, as of the filing date of the last such amendment), the Parent SEC Documents complied as to form in all material respects with the requirements of the Exchange Act or the Securities Act, as the Exchange Act and the Xxxxxxxx-Xxxxx Actcase may be, as applicable, and the rules and regulations promulgated thereunder applicable to such Parent SEC Documents, and none of the Parent SEC Documents as of such respective dates (and, if amended prior to the date hereof, as of 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 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. As The consolidated financial statements of Parent included in the date hereof, there are no outstanding or unresolved written comments received from Parent SEC Documents comply in all material respects with applicable accounting requirements and the published rules and regulations of the SEC with respect to any thereto, have been prepared in accordance with U.S. GAAP (except, in the case of unaudited statements, as indicated in the notes thereto applied on a consistent basis during the periods involved (except as may be indicated in the notes thereto) and fairly present in all material respects the financial position of Parent and its consolidated Subsidiaries as of the Parent SEC Documents ordates thereof and the consolidated results of their operations and cash flows for the periods then ended (subject, in the case of unaudited statements, to Parent’s Knowledge, none of the Parent SEC Documents are the subject of ongoing SEC review, and there are no formal internal investigations or, to Parent’s Knowledge, any SEC inquiries or investigations or other inquiries or investigations by Governmental Entities that are pending or, to the Company’s Knowledge, threatened, in each case under this sentence, related to any accounting practices of the Company or any of its Subsidiariesnormal year-end audit adjustments).

Parent SEC Documents. (aExcept as listed in Section 3.2(d) of the Parent Disclosure Memorandum, Parent has on a timely basis filed with or furnished to the SEC all reports, schedules, forms, statements, prospectuses statements and other documents (including exhibits and other information incorporated therein) with the SEC required to be filed with or furnished prior to the date hereof to the SEC by Parent since January 1, 2019, together with any exhibits and schedules 1999 (the "PARENT SEC DOCUMENTS"). None of Parent's Subsidiaries is required to be filed file any form, report, registration statement, prospectus or furnished thereto and other document or information required to be incorporated therein (collectively, with the “Parent SEC Documents”)SEC. 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) and as of their respective SEC filing dates (in the case of all other Parent SEC Documents) orand, if amended or superseded by a filing prior to the date hereofof this Agreement or the Closing Date, as of then on the filing date of the last such amendmentfiling), the Parent SEC Documents complied as to form in all material respects with the requirements of the Securities Act, Act or the Exchange Act and the Xxxxxxxx-Xxxxx Act, as applicable, and the rules and regulations promulgated thereunder applicable to such Parent SEC Documentscase may be, and none of the Parent SEC Documents as of such respective dates (and, if amended prior to the date hereof, as of 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 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. As The Parent SEC Documents filed since December 31, 2000, together with any public announcements in a Dow Jones Xxxx Release made by Parent after the date hereof taken as a whole, as of the date hereofEffective Time will not contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein, there are no outstanding or unresolved written comments received from in light of the circumstances existing as of the Effective Time, not misleading. The financial statements (including the related notes) of Parent included in the Parent SEC Documents, as of their respective dates, complied in all material respects with applicable accounting requirements and the published rules and regulations of the SEC with respect thereto, were 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 as amended or superseded by a filing prior to any the date of this Agreement) fairly presented the financial position of Parent 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, in the case of unaudited statements, to normal year-end audit adjustments not material in amount). Except (i) as set forth in the Parent SEC Documents orfiled since December 31, to Parent’s Knowledge2000 and (ii) for liabilities set forth in this Agreement, none of the neither Parent SEC Documents are the subject of ongoing SEC review, and there are no formal internal investigations or, to Parent’s Knowledge, any SEC inquiries or investigations or other inquiries or investigations by Governmental Entities that are pending or, to the Company’s Knowledge, threatened, in each case under this sentence, related to any accounting practices of the Company or nor any of its SubsidiariesSubsidiaries has any liabilities or obligations of any nature (whether accrued, absolute, contingent or otherwise) which, individually or in the aggregate, would reasonably be expected to have a Material Adverse Effect on Parent. For purposes of this Agreement, a "FILED PARENT SEC DOCUMENT" shall mean a Parent SEC Document filed by Parent and publicly available prior to the date of this Agreement.

Parent SEC Documents. (a) Since May 17, 2011 (the “Applicable Date”), except as set forth on the Parent Disclosure Schedule, the Parent has filed or furnished, as applicable, on a timely basis filed with or furnished to the SEC all reports, schedules, forms, statements, prospectuses certifications, reports, and other documents required to be filed with or furnished prior to the date hereof to the SEC by Parent since January 1, 2019, together with any exhibits and schedules required to be filed or furnished thereto by it with the SEC pursuant to the Exchange Act or the Securities Act (such forms, statements, certifications, reports, and other document documents, including any amendments thereto, whether filed or information required to be incorporated therein (collectivelyfurnished before or after the date hereof, the “Parent SEC Documents”). As of their respective effective dates () that, individually or in the case of aggregate, have not had and would not reasonably be expected to have, a Parent SEC Documents that are registration statements filed pursuant to the requirements Material Adverse Effect. Each of the Securities Act) and as of their respective SEC filing dates (in the case of all other Parent SEC Documents) , at the time of its filing or being furnished, complied or, if amended prior to not yet filed or furnished until the date hereofFirst Tranche Closing, as of the filing date of the last such amendment, the Parent SEC Documents complied as to form will comply in all material respects with the applicable requirements of the Securities Act, the Exchange Act Act, and the Xxxxxxxx-Xxxxx Act, as applicable, and the any rules and regulations promulgated thereunder and any other Laws applicable to such the Parent SEC Documents, and none . As of the Parent SEC Documents as of such their respective dates (andor, if amended prior to the date hereof, as of the date of the filing of such amendment), the Parent SEC Documents did not, and any Parent SEC Documents filed or furnished with respect the SEC subsequent to the disclosures that are amended) contained date hereof until the date of the First Tranche Closing will not, contain any untrue statement of a material fact or omitted omit 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 in which they were made, not misleading. As of the date hereof, there are no material outstanding or unresolved written comments received from the SEC with respect to any of the Parent SEC Documents or, to Parent’s Knowledge, none of the Parent SEC Documents are the subject of ongoing SEC review, and there are no formal internal investigations or, to Parent’s Knowledge, any SEC inquiries or investigations or other inquiries or investigations by Governmental Entities that are pending or, to the Company’s Knowledge, threatened, in each case under this sentence, related to any accounting practices of the Company or any of its SubsidiariesDocuments.

Parent SEC Documents. (a) Except as set forth on Section 4.11 of the Parent Disclosure Schedule, since the consummation of the initial public offering of Parent’s securities, Parent has on a timely basis filed with or furnished to with the SEC all reports, schedules, forms, statements, prospectuses and other documents required to be filed with or furnished prior to the date hereof to the SEC by Parent since January 1, 2019, together with any exhibits and schedules periodic reports required to be filed or furnished thereto under the Securities Act or the Exchange Act (excluding Section 16) (such forms, reports, schedules and other document or information required to be incorporated therein (collectivelystatements, 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 dates, each of the Securities Act) and as of their respective SEC filing dates (in the case of all other Parent SEC Documents) or, if amended prior to the date hereof, as of the filing date of the last such amendmentamended (including all financial statements included therein, the Parent SEC Documents exhibits and schedules thereto and documents incorporated by reference therein), was prepared with and complied as to form in all material respects with the applicable requirements of the Securities Act, the Exchange Act and the Xxxxxxxx-Xxxxx Act, as applicablethe case may be, and the rules and regulations promulgated of the SEC thereunder applicable to such Parent SEC Documents, and none of the Parent SEC Documents as of such respective dates (andcontained, when filed or, if amended prior to the date hereofOriginal Agreement Date, as of the date of the filing of such amendment, amendment with respect to the those disclosures that are amended) 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 the light of the circumstances under which they were made, not misleading. As of The Company acknowledges that (i) the date hereofStaff issued the Statement on April 12, there are no outstanding 2021, (ii) Parent continues to review the Statement and its implications, including on the financial statements and other information included in the Parent SEC Documents and (iii) any restatement, revision or unresolved written comments received from the SEC with respect to any other modification of the Parent SEC Documents or, to Parent’s Knowledge, none in connection with such review of the Statement or any subsequent agreements, orders, comments or other guidance from the Staff of the SEC regarding the accounting policies of Parent that are generally applicable to special purpose acquisition companies shall be deemed not material for purposes of this Agreement. No notice of any SEC review or investigation of Parent or such Parent SEC Documents are has been received by Parent. To the subject knowledge of ongoing Parent, each director and executive officer of Parent has filed with the SEC reviewon a timely basis all statements required with respect to Parent by Section 16(a) of the Exchange Act and the rules and regulations thereunder. As used in this Section 4.11, and there are no formal internal investigations orthe term “file” will be broadly construed to include any manner in which a document or information is furnished, to Parent’s Knowledge, any SEC inquiries supplied or investigations or other inquiries or investigations by Governmental Entities that are pending or, otherwise made available to the Company’s Knowledge, threatened, in each case under this sentence, related to any accounting practices of SEC or the Company or any of its SubsidiariesNYSE.

Parent SEC Documents. (a) Parent has on a timely basis filed with or furnished to the SEC all reports, schedules, forms, statements, prospectuses statements and other documents (including exhibits and other information incorporated therein) with the SEC required to be filed with or furnished prior to by the date hereof to the SEC by Parent Company since January 1, 2019, together with any exhibits and schedules required to be filed or furnished thereto and other document or information required to be incorporated therein 1999 (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) and as of their respective SEC filing dates (in the case of all other Parent SEC Documents) or, if amended prior to the date hereof, as of the filing date of the last such amendmentdates, the Parent SEC Documents complied as to form in all material respects with the requirements of the Securities Act, Act or the Exchange Act and the Xxxxxxxx-Xxxxx Act, as applicablethe case may be, and the rules and regulations of the SEC promulgated thereunder applicable to such Parent SEC Documents, and none of the Parent SEC Documents as of such respective dates (and, if amended prior to the date hereof, as of 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 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. As of Except to the extent that information contained in any Parent SEC Document has been revised or superseded by a later-filed SEC Document filed by Parent and publicly available prior to the date hereof, there are no outstanding or unresolved written comments received from the SEC with respect to any of the Parent SEC Documents or, to Parent’s Knowledgethis Agreement, none of the Parent SEC Documents are contains any untrue statement of a material fact or omits to state any material fact required to be stated therein or necessary in order to make the subject statements therein, in light of ongoing the circumstances under which they were made, not misleading. The financial statements of Parent included in the Parent SEC reviewDocuments comply in all material respects with applicable accounting requirements and the published rules and regulations of the SEC with respect thereto, 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 there are no formal internal investigations orfairly present the financial position of Parent 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, in the case of unaudited statements, to Parent’s Knowledgenormal year-end audit adjustments not material in amount). Except (i) as set forth in the most recent financial statements included in the Parent SEC Documents or (ii) for liabilities incurred in connection with this Agreement, any SEC inquiries or investigations or other inquiries or investigations by Governmental Entities that are pending or, to the Company’s Knowledge, threatened, in each case under this sentence, related to any accounting practices of the Company or neither Parent nor any of its Subsidiariessubsidiaries has any liabilities or obligations of any nature (whether accrued, absolute, contingent or otherwise) which, individually or in the aggregate, are reasonably likely to have a Material Adverse Effect.

Parent SEC Documents. (ai) Parent has on a timely basis filed with or furnished to the SEC all reports, schedules, forms, statements, prospectuses statements and other documents required to be filed (including exhibits and other information incorporated therein) with or furnished prior to the date hereof to the SEC by Parent since January 1, 2019, together with any exhibits and schedules required to be filed or furnished thereto and other document by Parent under the Exchange Act since January 1, 2007 (such documents, together with any documents filed or information required to be incorporated therein (collectivelyfurnished during such period by Parent with the SEC on a voluntary basis on Current Reports on Form 8-K, the “Parent SEC Documents”). As Each of their respective effective dates (in the case of Parent SEC Documents that are registration statements filed pursuant Documents, as of the time of its filing or, if applicable, as of the time of its most recent amendment, complied in all material respects with, to the extent in effect at such time, the requirements of the Securities Act) Act and as of their respective SEC filing dates (in the case of all other Parent SEC Documents) or, if amended prior to the date hereof, as of the filing date of the last such amendment, the Parent SEC Documents complied as to form in all material respects with the requirements of the Securities Act, the Exchange Act and the Xxxxxxxx-Xxxxx Act, as applicable, and the rules and regulations promulgated thereunder applicable to such Parent SEC DocumentsDocument, and none of the Parent SEC Documents as of such respective dates (andwhen filed or, if amended prior to the date hereofamended, as of the date of the filing of such most recent amendment, with respect to the disclosures that are amended) 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 the light of the circumstances under which they were made, not misleading. As Each of the consolidated financial statements (including the related notes) of Parent included in the Parent SEC Documents (or incorporated therein by reference) complied at the time it was filed or, if amended, as of the date hereofof such most recent amendment, there are no outstanding or unresolved written comments received from as to form in all material respects with the applicable accounting requirements and the published rules and regulations of the SEC with respect to any thereto in effect at the time of such filing or amendment, had been prepared in accordance with GAAP (except, in the case of unaudited statements, as permitted by the rules and regulations of the SEC) applied on a consistent basis during the periods involved (except as may be indicated in the notes thereto) and fairly presented in all material respects the consolidated financial position of Parent 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, in the case of unaudited statements, to normal recurring year-end audit adjustments). Except as reflected or reserved against in the most recent audited balance sheet of Parent included in Parent SEC Documents orfiled prior to the date of this Agreement, neither Parent nor any of its Subsidiaries has any material liabilities or material obligations of any nature (whether absolute, accrued, known or unknown, contingent or otherwise), other than (A) liabilities or obligations incurred since June 30, 2009 in the ordinary course of business which, individually or in the aggregate, have not had and would not reasonably be expected to Parent’s Knowledgehave a Parent Material Adverse Effect, none (B) liabilities or obligations incurred after the date hereof not in violation of this Agreement, (C) liabilities or obligations incurred pursuant to this Agreement and (D) liabilities or obligations not required to be set forth on the consolidated balance sheet of Parent under GAAP. Neither Parent nor any of its Subsidiaries is a party to, or has any commitment to become a party to, any joint venture, off-balance sheet partnership or any similar Contract or arrangement (including any Contract or arrangement relating to any transaction or relationship between or among Parent and any of its Subsidiaries, on the one hand, and any unconsolidated Affiliate, including any structured finance, special purpose or limited purpose entity or person, on the other hand, or any “off-balance sheet arrangement” (as defined in Item 303(a) of Regulation S-K of the SEC)), where the result, purpose or intended effect of such Contract or arrangement is to avoid disclosure of any material transaction involving, or material liabilities of, Parent SEC Documents are the subject of ongoing SEC review, and there are no formal internal investigations or, to Parent’s Knowledge, any SEC inquiries or investigations or other inquiries or investigations by Governmental Entities that are pending or, to the Company’s Knowledge, threatened, in each case under this sentence, related to any accounting practices of the Company or any of its SubsidiariesSubsidiaries in Parent’s or such Subsidiary’s consolidated financial statements or other Parent SEC Documents. None of the Subsidiaries of Parent are, or have at any time since January 1, 2007 been, subject to the reporting requirements of Section 13(a) or 15(d) of the Exchange Act.

Parent SEC Documents. (aExcept as listed in Section 3.2(c) of the -------------------- Parent Disclosure Memorandum, Parent has on a timely basis filed with or furnished to the SEC all reports, schedules, forms, statements, prospectuses statements and other documents (including exhibits and other information incorporated therein) with the SEC required to be filed with or furnished prior to by the date hereof to the SEC by Parent since January 1, 2019, together with any exhibits and schedules 1999 (the "PARENT SEC DOCUMENTS"). No -------------------- Parent Subsidiary is required to be filed file any form, report, registration statement, prospectus or furnished thereto and other document or information required to be incorporated therein (collectively, with the “Parent SEC Documents”)SEC. 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) and as of their respective SEC filing dates (in the case of all other Parent SEC Documents) orand, if amended or superseded by a filing prior to the date hereofof this Agreement or the Closing Date, as of then on the filing date of the last such amendmentfiling), the Parent SEC Documents complied as to form in all material respects with the requirements of the Securities Act, Act or the Exchange Act and the Xxxxxxxx-Xxxxx Act, as applicable, and the rules and regulations promulgated thereunder applicable to such Parent SEC Documents, case may be and none of the Parent SEC Documents as of such respective dates (and, if amended prior to the date hereof, as of 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 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. As The Parent SEC Documents filed since December 31, 2000, together with any public announcements in a Dow Xxxxx News Release made by Parent after the date hereof taken as a whole, as of the date hereofEffective Time will not contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein, there are no outstanding or unresolved written comments received from in light of the circumstances existing as of the Effective Time, not misleading. The financial statements (including the related notes) of Parent included in the Parent SEC Documents, as of their respective dates, complied in all material respects with applicable accounting requirements and the published rules and regulations of the SEC with respect thereto, were 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 as amended or superseded by a filing prior to any the date of this Agreement) fairly presented the financial position of Parent 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, in the case of unaudited statements, to normal year-end audit adjustments not material in amount). Except (i) as set forth in the Parent SEC Documents orfiled since December 31, to Parent’s Knowledge2000 and (ii) for liabilities set forth in this Agreement, none of the neither Parent SEC Documents are the subject of ongoing SEC review, and there are no formal internal investigations or, to Parent’s Knowledge, any SEC inquiries or investigations or other inquiries or investigations by Governmental Entities that are pending or, to the Company’s Knowledge, threatened, in each case under this sentence, related to any accounting practices of the Company or nor any of its SubsidiariesSubsidiaries has any liabilities or obligations of any nature (whether accrued, absolute, contingent or otherwise) which, individually or in the aggregate, would reasonably be expected to have a Material Adverse Effect on Parent. For purposes of this Agreement, a "FILED PARENT SEC ---------------- DOCUMENT" shall mean a Parent SEC Document filed by Parent and publicly -------- available prior to the date of this Agreement.

Parent SEC Documents. (a) Parent has on a timely basis filed with or furnished to the SEC Securities and Exchange Commission (“SEC”) all forms, reports, schedules, forms, statements, prospectuses certifications and other documents required to be filed by it with or furnished prior to the date hereof to the SEC by Parent since January July 1, 20192008 (collectively, together with any and in each case including all exhibits and schedules required to be filed or furnished thereto and other document or information required to be documents incorporated therein (collectivelyby reference therein, 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 of 1933, as amended (including the rules and regulations promulgated thereunder, the “Securities Act”)) and as of their respective SEC filing dates (in the case of all other Parent SEC Documents) or), if amended prior to the date hereof, as of the filing date of the last such amendment, the Parent SEC Documents complied as to form in all material respects with the requirements of the Securities Act, the Securities Exchange Act of 1934, as amended, (the “Exchange Act”) and the Xxxxxxxx-Xxxxx Act of 2002 (the “Xxxxxxxx-Xxxxx Act”), as applicablethe case may be, and the rules and regulations promulgated of the SEC thereunder applicable to such Parent SEC Documents, and none of the Parent SEC Documents as of such respective dates (andor, if amended prior to the date hereofof this Agreement, as of 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 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. As of the date hereofof this Agreement, there are no outstanding or unresolved written comments received from the SEC with respect to any Subsidiary of the Parent SEC Documents or, to Parent’s Knowledge, none of the Parent SEC Documents are the is subject of ongoing SEC review, and there are no formal internal investigations or, to Parent’s Knowledge, any SEC inquiries or investigations or other inquiries or investigations by Governmental Entities that are pending or, to the Company’s Knowledge, threatened, in each case reporting requirements of Section 13(a) or 15(d) under this sentence, related to any accounting practices of the Company or any of its SubsidiariesExchange Act.

Parent SEC Documents. (a) Parent has on a timely basis filed with or furnished to the SEC all reports, schedules, forms, statements, prospectuses statements and other documents (including exhibits and other information incorporated therein) with the SEC required to be filed with or furnished prior to the date hereof to the SEC by Parent since January 1, 20192003 (such documents, together with any exhibits and schedules required to be documents filed or furnished thereto and other document or information required to be incorporated therein (collectivelyduring such period by Parent with the SEC on a voluntary basis on Current Reports on Form 8-K, 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) and as of their respective SEC filing dates (in the case of all other Parent SEC Documents) or, if amended prior to the date hereof, as of the filing date of the last such amendmentdates, the Parent SEC Documents complied as to form in all material respects with with, to the extent in effect at the time of filing, the requirements of the Securities Act, the Exchange Act and the Xxxxxxxx-Xxxxx Act, as applicable, and the rules and regulations promulgated thereunder SOX applicable to such Parent SEC Documents, and none of the Parent SEC Documents as of such respective dates (and, if amended prior to the date hereof, as of 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 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. As of Except to the date hereof, there are no outstanding or unresolved written comments received from the SEC with respect to extent that information contained in any of the Parent SEC Documents orDocument has been revised, to Parent’s Knowledgeamended, supplemented or superseded by a later-filed Parent SEC Document, none of the Parent SEC Documents are contains any untrue statement of a material fact or omits to state any material fact required to be stated therein or necessary in order to make the subject statements therein, in light of ongoing the circumstances under which they were made, not misleading, which individually or in the aggregate would require an amendment, supplement or corrective filing to such Parent SEC reviewDocuments. Each of the financial statements (including the related notes) of Parent included in the Parent SEC Documents complied at the time it was filed as to form in all material respects with the applicable accounting requirements and the published rules and regulations of the SEC with respect thereto in effect at the time of filing, had been prepared in accordance with GAAP (except, in the case of unaudited statements, as permitted by the rules and there are no formal internal investigations orregulations of the SEC) applied on a consistent basis during the periods involved (except as may be indicated in the notes thereto) and fairly presented in all material respects the consolidated financial position of Parent 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, in the case of unaudited statements, to Parent’s Knowledge, any SEC inquiries or investigations or other inquiries or investigations by Governmental Entities that are pending or, to the Company’s Knowledge, threatened, in each case under this sentence, related to any accounting practices of the Company or normal year-end audit adjustments). Neither Parent nor any of its SubsidiariesSubsidiaries has any liabilities or obligations of any nature (whether accrued, absolute, contingent or otherwise) which individually or in the aggregate have had or would reasonably be expected to have a Parent Material Adverse Effect.

Parent SEC Documents. (ai) Parent has on a timely basis filed with or furnished to the SEC all reports, schedules, forms, statements, prospectuses statements and other documents required to be filed (including exhibits and other information incorporated therein) with or furnished prior to the date hereof to the SEC by Parent since January 1, 2019, together with any exhibits and schedules required to be filed or furnished thereto and other document by Parent under the Exchange Act since January 1, 2007 (such documents, together with any documents filed or information required to be incorporated therein (collectivelyfurnished during such period by Parent with the SEC on a voluntary basis on Current Reports on Form 8-K, the “Parent SEC Documents”). As Each of their respective effective dates (in the case of Parent SEC Documents that are registration statements filed pursuant Documents, as of the time of its filing or, if applicable, as of the time of its most recent amendment, complied in all material respects with, to the extent in effect at such time, the requirements of the Securities Act) Act and as of their respective SEC filing dates (in the case of all other Parent SEC Documents) or, if amended prior to the date hereof, as of the filing date of the last such amendment, the Parent SEC Documents complied as to form in all material respects with the requirements of the Securities Act, the Exchange Act and the Xxxxxxxx-Xxxxx Act, as applicable, and the rules and regulations promulgated thereunder applicable to such Parent SEC DocumentsDocument, and none of the Parent SEC Documents as of such respective dates (andwhen filed or, if amended prior to the date hereofamended, as of the date of the filing of such most recent amendment, with respect to the disclosures that are amended) 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 the light of the circumstances under which they were made, not misleading. As Each of the consolidated financial statements (including the related notes) of Parent included in the Parent SEC Documents (or incorporated therein by reference) complied at the time it was filed or, if amended, as of the date hereofof such most recent amendment, there are no outstanding or unresolved written comments received from as to form in all material respects with the applicable accounting requirements and the published rules and regulations of the SEC with respect to any thereto in effect at the time of such filing or amendment, had been prepared in accordance with GAAP (except, in the case of unaudited statements, as permitted by the rules and regulations of the SEC) applied on a consistent basis during the periods involved (except as may be indicated in the notes thereto) and fairly presented in all material respects the consolidated financial position of Parent 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, in the case of unaudited statements, to normal recurring year-end audit adjustments). Except as reflected or reserved against in the most recent audited balance sheet of Parent included in Parent SEC Documents orfiled prior to the date of this Agreement, neither Parent nor any of its Subsidiaries has any material liabilities or material obligations of any nature (whether absolute, accrued, known or unknown, contingent or otherwise), other than (A) liabilities or obligations incurred since June 30, 2009 in the ordinary course of business which, individually or in the aggregate, have not had and would not reasonably be expected to have a Parent Material Adverse Effect, (B) liabilities or obligations incurred after the date hereof not in violation of this Agreement, (C) liabilities or obligations incurred pursuant to this Agreement and (D) liabilities or obligations not required to be set forth on the consolidated balance sheet of Parent under GAAP. Neither Parent nor any of its Subsidiaries is a party to, or has any commitment to become a party to, any joint venture, off-balance sheet partnership or any similar Contract or arrangement (including any Contract or arrangement relating to any transaction or relationship between or among Parent and any of its Subsidiaries, on the one hand, and any unconsolidated Affiliate, including any structured finance, special purpose or limited purpose entity or person, on the other hand, or any “off-balance sheet arrangement” (as defined in Item 303(a) of Regulation S-K of the SEC)), where the result, purpose or intended effect of such Contract or arrangement is to avoid disclosure of any material transaction involving, or material liabilities of, Parent or any of its Subsidiaries in Parent’s or such Subsidiary’s consolidated financial statements or other Parent SEC Documents. None of the Subsidiaries of Parent are, or have at any time since January 1, 2007 been, subject to the reporting requirements of Section 13(a) or 15(d) of the Exchange Act. Table of Contents (ii) Parent’s disclosure controls and procedures (as defined in Rules 13a-15(e) and 15d-15(e) of the Exchange Act), as required by Rules 13a-15(a) and 15d-15(a) of the Exchange Act, are designed to ensure that material information relating to Parent, including its consolidated Subsidiaries, is made known to the chief executive officer and the chief financial officer of Parent by others within Parent, and to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with GAAP. The chief executive officer and the chief financial officer of Parent have evaluated the effectiveness of Parent’s disclosure controls and procedures and, to the extent required by applicable Law, presented in Parent’s most recent Form 10-K or Form 10-Q, as applicable, or any amendment thereto, their conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by such report or amendment based on such evaluation. The chief executive officer and the chief financial officer of Parent have disclosed, based on their most recent evaluation of Parent’s internal control over financial reporting, to Parent’s Knowledge, none auditors and the audit committee of the Parent SEC Documents are the subject of ongoing SEC review, and there are no formal internal investigations or, to Parent’s KnowledgeBoard of Directors (or persons performing the equivalent functions): (A) all significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect Parent’s ability to record, process, summarize and report financial information; and (B) any SEC inquiries fraud, whether or investigations not material, that involves management or other inquiries or investigations by Governmental Entities that are pending or, to the Companyemployees who have a significant role in Parent’s Knowledge, threatened, in each case under this sentence, related to any accounting practices of the Company or any of its Subsidiariesinternal control over financial reporting.

Parent SEC Documents. (aExcept as listed in Section 3.2(c) of the Parent Disclosure Memorandum, Parent has on a timely basis filed with or furnished to the SEC all reports, schedules, forms, statements, prospectuses statements and other documents (including exhibits and other information incorporated therein) with the SEC required to be filed with or furnished prior to by the date hereof to the SEC by Parent since January 1, 2019, together with any exhibits and schedules 1999 (the "PARENT SEC DOCUMENTS"). No Parent Subsidiary is required to be filed file any form, report, registration statement, prospectus or furnished thereto and other document or information required to be incorporated therein (collectively, with the “Parent SEC Documents”)SEC. 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) and as of their respective SEC filing dates (in the case of all other Parent SEC Documents) orand, if amended or superseded by a filing prior to the date hereofof this Agreement or the Closing Date, as of then on the filing date of the last such amendmentfiling), the Parent SEC Documents complied as to form in all material respects with the requirements of the Securities Act, Act or the Exchange Act and the Xxxxxxxx-Xxxxx Act, as applicable, and the rules and regulations promulgated thereunder applicable to such Parent SEC Documents, case may be and none of the Parent SEC Documents as of such respective dates (and, if amended prior to the date hereof, as of 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 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. As The Parent SEC Documents filed since December 31, 2000, together with any public announcements in a Dow Xxxxx News Release made by Parent after the date hereof taken as a whole, as of the date hereofEffective Time will not contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein, there are no outstanding or unresolved written comments received from in light of the circumstances existing as of the Effective Time, not misleading. The financial statements (including the related notes) of Parent included in the Parent SEC Documents, as of their respective dates, complied in all material respects with applicable accounting requirements and the published rules and regulations of the SEC with respect thereto, were 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 as amended or superseded by a filing prior to any the date of this Agreement) fairly presented the financial position of Parent 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, in the case of unaudited statements, to normal year-end audit adjustments not material in amount). Except (i) as set forth in the Parent SEC Documents orfiled since December 31, to Parent’s Knowledge2000 and (ii) for liabilities set forth in this Agreement, none of the neither Parent SEC Documents are the subject of ongoing SEC review, and there are no formal internal investigations or, to Parent’s Knowledge, any SEC inquiries or investigations or other inquiries or investigations by Governmental Entities that are pending or, to the Company’s Knowledge, threatened, in each case under this sentence, related to any accounting practices of the Company or nor any of its SubsidiariesSubsidiaries has any liabilities or obligations of any nature (whether accrued, absolute, contingent or otherwise) which, individually or in the aggregate, would reasonably be expected to have a Material Adverse Effect on Parent. For purposes of this Agreement, a "FILED PARENT SEC DOCUMENT" shall mean a Parent SEC Document filed by Parent and publicly available prior to the date of this Agreement.

Parent SEC Documents. (a) Parent has on a timely basis filed with or furnished to the SEC Commission all forms, reports, schedules, forms, statements, prospectuses statements and other documents required to be filed with by it since December 31, 2001 under the Exchange Act or furnished prior to the date hereof to Securities Act (such documents, as supplemented and amended since the SEC by Parent since January 1time of filing, 2019, together with any exhibits and schedules required to be filed or furnished thereto and other document or information required to be incorporated therein (collectively, the “"Parent SEC Documents”"). As of their respective effective dates The Parent SEC Documents, including, without limitation, any financial statements or schedules included or incorporated by reference therein, at the time filed (and, in the case of Parent SEC Documents that are registration statements filed pursuant and proxy statements, on the dates of effectiveness and the dates of mailing, respectively) (a) 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 requirements of the Securities Act) statements therein (and as of their respective SEC filing dates (in the case of any prospectus, in light of the circumstances under which they were made), not misleading, and (b) complied in all other Parent SEC Documents) or, if amended prior to material respects with the date hereofapplicable requirements of the Exchange Act and the Securities Act, as the case may be. The financial statements of the filing date of the last such amendment, Parent included in the Parent SEC Documents at the time filed (and, in the case of registration statements and proxy statements, on the dates of effectiveness and the dates of mailing, respectively) complied as to form in all material respects with applicable accounting requirements and with the published rules and regulations of the Commission with respect thereto, were prepared in accordance with generally accepted accounting principles applied on a consistent basis during the periods involved (except as may be indicated in the notes thereto or, in the case of unaudited statements, as permitted by Form 10-Q of the Commission), and fairly presented (subject, in the case of the unaudited interim financial statements, to normal, recurring year-end audit adjustments consistent with past practice), in all material respects, the consolidated financial position of Parent and its consolidated subsidiaries as at the dates thereof and the consolidated results of their operations and cash flows for the periods then ended. No subsidiary of Parent is or has been subject to the periodic reporting requirements of the Securities ActExchange Act or required to file any form, report or other document with the Commission, the Exchange Act and the Xxxxxxxx-Xxxxx ActNasdaq Stock Market, as applicable, and the rules and regulations promulgated thereunder applicable to such Parent SEC Documents, and none of the Parent SEC Documents as of such respective dates (and, if amended prior to the date hereof, as of 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 the light of the circumstances under which they were made, not misleading. As of the date hereof, there are no outstanding or unresolved written comments received from the SEC with respect to any of the Parent SEC Documents or, to Parent’s Knowledge, none of the Parent SEC Documents are the subject of ongoing SEC review, and there are no formal internal investigations or, to Parent’s KnowledgeInc., any SEC inquiries or investigations or other inquiries or investigations by Governmental Entities that are pending or, to the Company’s Knowledge, threatened, in each case under this sentence, related to any accounting practices of the Company stock exchange or any of its Subsidiariesother comparable Governmental Authority.

Parent SEC Documents. (a) Parent has on a timely basis filed with or furnished to the SEC all reports, schedules, forms, statements, prospectuses statements and other documents with the SEC required to be filed with or furnished prior to the date hereof to the SEC by Parent since January February 1, 2019, together with any exhibits and schedules required to be filed or furnished thereto and other document or information required to be incorporated therein 2013 (collectively, the “Parent SEC Documents”). As of their respective effective dates (of filing or, in the case of Parent SEC Documents that are a registration statements filed pursuant to the requirements of statement under the Securities Act) and , as of their respective SEC filing dates (in the case of all other Parent SEC Documents) date such registration statement is declared effective by the SEC, or, if amended amended, as of the date of the last amendment prior to the date hereof, as of the filing date of the last such amendment, the Parent SEC Documents complied as to form in all material respects with the requirements of the Securities Act, the Exchange Act and or the Xxxxxxxx-Xxxxx Act, as applicablethe case may be, and the rules and regulations of the SEC promulgated thereunder applicable to such thereto. None of the Parent SEC Documents, and none of including any financial statements or schedules included or incorporated by reference therein, at the Parent SEC Documents as of such respective dates time filed or transmitted (andor, if amended prior to the date hereofor superseded by a subsequent filing, as of the date of the last such amendment or superseding filing of such amendment, with respect prior to the disclosures that are amendeddate hereof) 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 the light of the circumstances under which they were made, not misleading. Parent has made available to the Company copies of all comment letters received by Parent from the SEC since February 1, 2013 through the date hereof and relating to the Parent SEC Documents, together with all written responses of Parent thereto, to the extent that such comment letters and written responses are not publicly available on XXXXX. As of the date hereofof this Agreement, there are no outstanding or unresolved written comments in such comment letters received by Parent from the SEC with respect to any SEC. As of the Parent SEC Documents ordate of this Agreement, to the knowledge of Parent’s Knowledge, none of the Parent SEC Documents are is the subject of any ongoing review by the SEC. No principal executive officer or principal financial officer of Parent has failed to make the certifications required of him or her under Section 302 or 906 of the Xxxxxxxx-Xxxxx Act with respect to the applicable Parent SEC review, and there are no formal internal investigations or, to Documents. None of Parent’s KnowledgeSubsidiaries is, any or since February 1, 2013 has been, required to file periodic reports with the SEC inquiries or investigations or other inquiries or investigations by Governmental Entities that are pending or, pursuant to the Company’s Knowledge, threatened, in each case under this sentence, related to any accounting practices of the Company or any of its SubsidiariesExchange Act.

Parent SEC Documents. (a) Each of Parent and the Material Parent Subsidiaries has on a timely basis filed with or furnished to the SEC Commission all forms, reports, schedules, forms, statements, prospectuses exhibits and other documents required to be filed by it since June 23, 1997, under the Securities Exchange Act of 1934, as amended (together with the rules and regulations thereunder, the "Exchange Act") or furnished prior to the date hereof to Securities Act (such documents, as supplemented and amended since the SEC by Parent since January 1, 2019time of filing, together with any exhibits and schedules required to be filed or furnished thereto and other document or information required to be incorporated therein Parent's Registration Statement on Form S-1 under the Securities Act, No. 333-24641 (the "Registration Statement"), collectively, the “"Parent SEC Documents”"). As of their respective effective dates The Parent SEC Documents, including, without limitation, any financial statements or schedules included therein, at the time filed (and, in the case of Parent SEC Documents that are registration statements filed pursuant to the requirements of the Securities Act) and as of their respective SEC filing dates (in the case of all other Parent SEC Documents) orRegistration Statement, if amended prior to the date hereof, as of the filing date of the last such amendment, the Parent SEC Documents complied as to form in all material respects with the requirements of the Securities Act, the Exchange Act and the Xxxxxxxx-Xxxxx Act, as applicable, and the rules and regulations promulgated thereunder applicable to such Parent SEC Documents, and none of the Parent SEC Documents as of such respective dates (and, if amended prior to the date hereof, as of on the date of the filing of such amendment, with respect to the disclosures that are amendedeffectiveness thereof) contained (a) did not contain any untrue statement of a material fact or omitted omit 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. As , and (b) complied in all material respects with the applicable requirements of the date hereofExchange Act and the Securities Act, there are no outstanding or unresolved written comments received from as the SEC with respect to any case may be. The financial statements (including the related notes) of Parent included in the Parent SEC Documents orwere prepared in accordance with generally accepted accounting principles consistently applied ("GAAP") during the periods involved (except as may be indicated in the notes thereto), and fairly present (subject in the case of unaudited statements to Parent’s Knowledgethe absence of notes and to normal, none recurring and year-end audit adjustments) the consolidated financial position of Parent as of the Parent SEC Documents are dates thereof and the subject of ongoing SEC review, and there are no formal internal investigations or, to Parent’s Knowledge, any SEC inquiries or investigations or other inquiries or investigations by Governmental Entities that are pending or, to the Company’s Knowledge, threatened, in each case under this sentence, related to any accounting practices of the Company or any consolidated results of its Subsidiariesoperations and cash flows for the periods then ended.

Parent SEC Documents. (a) Parent has on a timely basis filed with or furnished to the SEC Commission -------------------- all forms, reports, schedules, forms, statements, prospectuses statements and other documents required to be filed with by it since November 10, 1999 under the Exchange Act or furnished prior to the date hereof to Securities Act (such documents, as supplemented and amended since the SEC by Parent since January 1time of filing, 2019, together with any exhibits and schedules required to be filed or furnished thereto and other document or information required to be incorporated therein (collectively, the “"Parent SEC Documents”"). As of their respective effective dates The Parent SEC Documents, -------------------- including, without limitation, any financial statements or schedules included or incorporated by reference therein, at the time filed (and, in the case of Parent SEC Documents that are registration statements filed pursuant and proxy statements, on the dates of effectiveness and the dates of mailing, respectively) (a) 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 requirements of the Securities Act) statements therein (and as of their respective SEC filing dates (in the case of any prospectus, in light of the circumstances under which they were made), not misleading, and (b) complied in all other Parent SEC Documents) or, if amended prior to material respects with the date hereofapplicable requirements of the Exchange Act and the Securities Act, as the case may be. The financial statements of the filing date of the last such amendment, Parent included in the Parent SEC Documents at the time filed (and, in the case of registration statements and proxy statements, on the dates of effectiveness and the dates of mailing, respectively) complied as to form in all material respects with applicable accounting requirements and with the published rules and regulations of the Commission with respect thereto, were prepared in accordance with generally accepted accounting principles applied on a consistent basis during the periods involved (except as may be indicated in the notes thereto or, in the case of unaudited statements, as permitted by Form 10-Q of the Commission), and fairly presented (subject, in the case of the unaudited interim financial statements, to normal, recurring year-end audit adjustments consistent with past practice), in all material respects, the consolidated financial position of Parent and its consolidated subsidiaries as at the dates thereof and the consolidated results of their operations and cash flows for the periods then ended. No subsidiary of Parent is or has been subject to the periodic reporting requirements of the Securities ActExchange Act or required to file any form, report or other document with the Commission, the Exchange Act and the Xxxxxxxx-Xxxxx ActNasdaq Stock Market, as applicable, and the rules and regulations promulgated thereunder applicable to such Parent SEC Documents, and none of the Parent SEC Documents as of such respective dates (and, if amended prior to the date hereof, as of 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 the light of the circumstances under which they were made, not misleading. As of the date hereof, there are no outstanding or unresolved written comments received from the SEC with respect to any of the Parent SEC Documents or, to Parent’s Knowledge, none of the Parent SEC Documents are the subject of ongoing SEC review, and there are no formal internal investigations or, to Parent’s KnowledgeInc., any SEC inquiries or investigations or other inquiries or investigations by Governmental Entities that are pending or, to the Company’s Knowledge, threatened, in each case under this sentence, related to any accounting practices of the Company stock exchange or any of its Subsidiariesother comparable Governmental Authority.

Parent SEC Documents. (a) Parent has on a timely basis filed with or and furnished to the SEC all required reports, schedules, forms, statementsprospectuses, prospectuses and registration, proxy and other documents required to be filed statements with or furnished prior to the date hereof to the SEC by Parent since January 1, 20192007 (collectively, together with any and in each case including all exhibits and schedules required to be filed or furnished thereto and other document or information required to be documents incorporated therein (collectivelyby reference therein, 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) and as of their respective SEC filing dates (in the case of all other Parent SEC Documents) or, if amended prior to the date hereof, as of the filing date of the last such amendment), the Parent SEC Documents complied as to form in all material respects with the requirements of the Exchange Act or the Securities Act, as the Exchange Act and the Xxxxxxxx-Xxxxx Actcase may be, as applicable, and the rules and regulations promulgated thereunder applicable to such Parent SEC Documents, and none of the Parent SEC Documents as of such respective dates (and, if amended prior to the date hereof, as of 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 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. As The consolidated financial statements of Parent included in the date hereof, there are no outstanding or unresolved written comments received from Parent SEC Documents comply as to form in all material respects with applicable accounting requirements and the published rules and regulations of the SEC with respect to any thereto, have been prepared in accordance with generally accepted accounting principles applicable in the United States (except, in the case of unaudited statements, as indicated in the notes thereto applied on a consistent basis during the periods involved (except as may be indicated in the notes thereto) and fairly present in all material respects the financial position of Parent and its consolidated Subsidiaries as of the Parent SEC Documents ordates thereof and the consolidated results of their operations and cash flows for the periods then ended (subject, in the case of unaudited statements, to Parent’s Knowledge, none of the Parent SEC Documents are the subject of ongoing SEC review, and there are no formal internal investigations or, to Parent’s Knowledge, any SEC inquiries or investigations or other inquiries or investigations by Governmental Entities that are pending or, to the Company’s Knowledge, threatened, in each case under this sentence, related to any accounting practices of the Company or any of its Subsidiariesnormal year-end audit adjustments).

Parent SEC Documents. (a) Except as set forth on Section 4.12 of the Parent Disclosure Schedule, since the consummation of the initial public offering of Parent’s securities, Parent has on a timely basis filed with or furnished to with the SEC all reports, schedules, forms, statements, prospectuses and other documents required to be filed with or furnished prior to the date hereof to the SEC by Parent since January 1, 2019, together with any exhibits and schedules periodic reports required to be filed or furnished thereto under the Securities Act or the Exchange Act (excluding Section 16) (such forms, reports, schedules and other document or information required to be incorporated therein (collectivelystatements, 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 dates, each of the Securities Act) and as of their respective SEC filing dates (in the case of all other Parent SEC Documents) or, if amended prior to the date hereof, as of the filing date of the last such amendmentamended (including all financial statements included therein, the Parent SEC Documents exhibits and schedules thereto and documents incorporated by reference therein), was prepared with and complied as to form in all material respects with the applicable requirements of the Securities Act, the Exchange Act and the Xxxxxxxx-Xxxxx Act, as applicablethe case may be, and the rules and regulations promulgated of the SEC thereunder applicable to such Parent SEC Documents, and none of the Parent SEC Documents as of such respective dates (andcontained, when filed or, if amended prior to the date hereofof this Agreement, as of the date of the filing of such amendment, amendment with respect to the those disclosures that are amended) 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 the light of the circumstances under which they were made, not misleading. As No notice of any SEC review or investigation of Parent or such Parent SEC Documents has been received by Parent. To the date hereofknowledge of Parent, there are no outstanding or unresolved written comments received from each director and executive officer of Parent has filed with the SEC on a timely basis all statements required with respect to any Parent by Section 16(a) of the Parent SEC Documents orExchange Act and the rules and regulations thereunder. As used in this Section 4.12, the term “file” will be broadly construed to Parent’s Knowledgeinclude any manner in which a document or information is furnished, none of the Parent SEC Documents are the subject of ongoing SEC review, and there are no formal internal investigations or, to Parent’s Knowledge, any SEC inquiries supplied or investigations or other inquiries or investigations by Governmental Entities that are pending or, otherwise made available to the Company’s Knowledge, threatened, in each case under this sentence, related to any accounting practices of SEC or the Company or any of its SubsidiariesNYSE.

Parent SEC Documents. (a) For the two years preceding the Effective Date, Parent has on a timely basis filed with or furnished to the SEC all reports, schedules, forms, statements, prospectuses statements and other documents required to be filed with or furnished prior to the date hereof to the SEC by Parent since January 1with the Securities and Exchange Commission (“SEC”) under the Securities Act and the Exchange Act, 2019including pursuant to Section 13(a) or 15(d) thereof, together with any (the foregoing materials, including the exhibits and schedules required to be filed or furnished thereto and other document or information required documents incorporated by reference therein, being collectively referred to be incorporated therein (collectively, herein as the “Parent SEC Documents”), and Parent has paid all fees and assessments due and payable in connection with the 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 of 1933, as amended (including the rules and regulations promulgated thereunder, the “Securities Act”)) and as of their respective SEC filing dates (in the case of all other Parent SEC Documents) or), if amended prior to the date hereof, as of the filing date of the last such amendment, the Parent SEC Documents complied as to form in all material respects with the requirements of the Securities Act, the Securities Exchange Act of 1934, as amended, (the “Exchange Act”) and the Xxxxxxxx-Xxxxx Act of 2002 (the “Xxxxxxxx-Xxxxx Act”), as applicablethe case may be, and the rules and regulations promulgated of the SEC thereunder applicable to such Parent SEC Documents, and none of the Parent SEC Documents as of such respective dates (andor, if amended prior to the date hereofof this Agreement, as of 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 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. As of the date hereof, there are no outstanding or unresolved written comments received from the SEC with respect to any of the Parent SEC Documents or, to Parent’s Knowledge, none of the Parent SEC Documents are the subject of ongoing SEC review, and there are no formal internal investigations or, to Parent’s Knowledge, any SEC inquiries or investigations or other inquiries or investigations by Governmental Entities that are pending or, to the Company’s Knowledge, threatened, in each case under this sentence, related to any accounting practices of the Company or any of its Subsidiaries.

Parent SEC Documents. (a) Parent has on a timely basis filed with or furnished to the SEC all -------------------- forms, reports, schedules, forms, statements, prospectuses statements and other documents required to be filed with or furnished prior to the date hereof to the SEC by Parent since January 1, 2019, 1998 (together with any exhibits and schedules required to be filed or furnished thereto and other document or all information required to be incorporated therein (collectivelyby reference, 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) and as of their respective SEC filing dates (in the case of all other Parent SEC Documents) or, if amended prior to the date hereof, as of the filing date of the last such amendmentdates, the Parent SEC Documents complied as to form in all material respects with the requirements of the Securities Act, Act or the Exchange Act and the Xxxxxxxx-Xxxxx Act, as applicablethe case may be, and the rules and regulations of the SEC promulgated thereunder applicable to such Parent SEC Documents, and none of the Parent SEC Documents as of such respective dates (and, if amended prior to at the date hereof, as of the date of the filing of such amendment, with respect to the disclosures that are amended) time they were 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 the light of the circumstances under which they were made, not misleading. As The financial statements (including the related notes) of Parent included in the date hereof, there are no outstanding or unresolved written comments received from Parent SEC Documents comply as to form in all material respects with applicable accounting requirements and the published rules and regulations of the SEC with respect to any thereto, have been prepared in accordance with GAAP (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 in all material respects the consolidated financial position of Parent SEC Documents orand its consolidated subsidiaries as of the dates thereof and their consolidated results of operations and cash flows for the periods then ended (subject, in the case of unaudited statements, to Parent’s Knowledge, none of the Parent SEC Documents are the subject of ongoing SEC review, normal and there are no formal internal investigations or, to Parent’s Knowledge, any SEC inquiries or investigations or other inquiries or investigations by Governmental Entities that are pending or, to the Company’s Knowledge, threatened, in each case under this sentence, related to any accounting practices of the Company or any of its Subsidiariesrecurring year-end audit adjustments).

Parent SEC Documents. (a) Parent has on a timely basis filed with or furnished to the SEC Commission all -------------------- forms, reports, schedules, forms, statements, prospectuses statements and other documents required to be filed with or furnished prior to the date hereof to the SEC by Parent it since January 1, 20191996 under the Exchange Act or the Securities Act of 1933, together with any exhibits as amended (the "Securities Act") (such documents, as supplemented and schedules required to be filed or furnished thereto and other document or information required to be incorporated therein (amended since the time of filing, collectively, the “"Parent SEC Documents”"). As of their respective effective dates The Parent SEC Documents, including, without limitation, any financial statements or schedules included therein, at the time filed (and, in the case of Parent SEC Documents that are registration statements filed pursuant to and proxy statements, on the requirements dates of the Securities Act) and as of their respective SEC filing dates (in the case of all other Parent SEC Documents) or, if amended prior to the date hereof, as of the filing date of the last such amendment, the Parent SEC Documents complied as to form in all material respects with the requirements of the Securities Act, the Exchange Act effectiveness and the Xxxxxxxx-Xxxxx Actdates of mailing, as applicable, and the rules and regulations promulgated thereunder applicable to such Parent SEC Documents, and none of the Parent SEC Documents as of such respective dates respectively) (and, if amended prior to the date hereof, as of the date of the filing of such amendment, with respect to the disclosures that are amendeda) contained did not contain any untrue statement of a material fact or omitted omit 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. As , and (b) complied in all material respects with the applicable requirements of the date hereofExchange Act and the Securities Act, there are no outstanding or unresolved written comments received from as the SEC with respect to any case may be. The financial statements of Parent included in the Parent SEC Documents at the time filed (and, in the case of registration statements and proxy statements, on the dates of effectiveness and the dates of mailing, respectively) complied as to form in all material respects with applicable accounting requirements and with the published rules and regulations of the Commission with respect thereto, were prepared in accordance with generally accepted accounting principles applied on a consistent basis during the periods involved (except as may be indicated in the notes thereto or, to Parent’s Knowledgein the case of unaudited statements, none as permitted by Form 10-Q of the Parent SEC Documents are the subject of ongoing SEC reviewCommission), and there are no formal internal investigations orfairly present (subject in the case of unaudited statements to normal, to Parent’s Knowledge, any SEC inquiries or investigations or other inquiries or investigations by Governmental Entities that are pending or, to recurring audit adjustments) the Company’s Knowledge, threatened, in each case under this sentence, related to any accounting practices consolidated financial position of Parent and its consolidated subsidiaries as at the Company or any dates thereof and the consolidated results of its Subsidiariestheir operations and cash flows for the periods then ended.

Parent SEC Documents. (a) Parent has on a timely basis filed with or furnished to to, as applicable, the SEC SEC, all reports, schedules, forms, registration statements, prospectuses prospectuses, statements, certifications and other documents required to be filed with or furnished prior to the date hereof to the SEC by Parent since January 1, 2019documents, together with any exhibits and schedules amendments required to be made with respect thereto, that were required to be filed or furnished thereto by it during the prior twelve months under the Exchange Act and the Securities Act (together with the exhibits and other document or information required to be incorporated therein (collectivelytherein, 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) and as of their respective SEC filing dates (in the case of all other Parent SEC Documents) or, if amended prior to the date hereof, as of the filing date of the last such amendment, the Parent SEC Documents complied as to form in all material respects with the requirements of the Securities Act, the Exchange Act and the Xxxxxxxx-Xxxxx Act, as applicable, and the rules and regulations promulgated thereunder applicable to No such Parent SEC DocumentsDocument, and none of at the Parent SEC Documents as of such respective dates (andtime filed or furnished, or if amended prior to the date hereof, as of the date of the filing amendment (and in the case of such amendmentregistration statements and proxy statements, with respect to on the disclosures that are amended) dates of effectiveness and the dates of relevant meetings, respectively), 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, taken as a whole in the light of the circumstances under which they were made, not misleading, except that information in the Parent SEC Documents as of a later date (but before the date of this Agreement) shall be deemed to modify information in the Parent SEC Documents as of an earlier date. As of their respective filing dates or, if amended or superseded by a subsequent filing prior to the date hereof, as of the date of the last such amendment or superseding filing (and, in the case of registration statements and proxy statements, on the dates of effectiveness and the dates of the relevant meetings, respectively), each of the Parent SEC Documents complied as to form in all material respects with the applicable requirements of the Securities Act, the Exchange Act, and the Xxxxxxxx-Xxxxx Act. As of the date hereofof this Agreement, there are no outstanding or unresolved written Parent has not received any comments received from the SEC with respect to any of the Parent SEC Documents orwhich remain unresolved, to Parent’s Knowledge, none nor has it received any inquiry or information request from the SEC as of the Parent SEC Documents are the subject date of ongoing SEC review, and there are no formal internal investigations or, to Parent’s Knowledge, any SEC inquiries or investigations or other inquiries or investigations by Governmental Entities that are pending or, to the Company’s Knowledge, threatened, in each case under this sentence, related Agreement as to any accounting practices of the Company or any of its Subsidiariesmatters affecting Parent which has not been adequately addressed.

Parent SEC Documents. (aExcept as listed in Section 3.2(d) of the Parent Disclosure Memorandum, Parent has on a timely basis filed with or furnished to the SEC all reports, schedules, forms, statements, prospectuses statements and other documents (including exhibits and other information incorporated therein) with the SEC required to be filed with or furnished prior to the date hereof to the SEC by Parent since January 1, 2019, together with any exhibits and schedules required to be filed or furnished thereto and other document or information required to be incorporated therein 1999 (collectively, the “"Parent SEC Documents”"). None of Parent's Subsidiaries is required to file any form, report, registration statement, prospectus or other document with the SEC. 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) and as of their respective SEC filing dates (in the case of all other Parent SEC Documents) orand, if amended or superseded by a filing prior to the date hereofof this Agreement or the Closing Date, as of then on the filing date of the last such amendmentfiling), the Parent SEC Documents complied as to form in all material respects with the requirements of the Securities Act, Act or the Exchange Act and the Xxxxxxxx-Xxxxx Act, as applicable, and the rules and regulations promulgated thereunder applicable to such Parent SEC Documentscase may be, and none of the Parent SEC Documents as of such respective dates (and, if amended prior to the date hereof, as of 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 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. As The Parent SEC Documents filed since December 31, 2000, together with any public announcements in a Dow Xxxxx News Release made by Parent after the date hereof taken as a whole, as of the date hereofEffective Time will not contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein, there are no outstanding or unresolved written comments received from in light of the circumstances existing as of the Effective Time, not misleading. The financial statements (including the related notes) of Parent included in the Parent SEC Documents, as of their respective dates, complied in all material respects with applicable accounting requirements and the published rules and regulations of the SEC with respect thereto, were 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 as amended or superseded by a filing prior to any the date of this Agreement) fairly presented the financial position of Parent 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, in the case of unaudited statements, to normal year-end audit adjustments not material in amount). Except (i) as set forth in the Parent SEC Documents orfiled since December 31, to Parent’s Knowledge2000 and (ii) for liabilities set forth in this Agreement, none of the neither Parent SEC Documents are the subject of ongoing SEC review, and there are no formal internal investigations or, to Parent’s Knowledge, any SEC inquiries or investigations or other inquiries or investigations by Governmental Entities that are pending or, to the Company’s Knowledge, threatened, in each case under this sentence, related to any accounting practices of the Company or nor any of its Subsidiaries.Subsidiaries has any liabilities or obligations of any nature (whether accrued, absolute, contingent or otherwise) which, individually or in the aggregate, would reasonably be expected to have a Material Adverse Effect on Parent. For purposes of this

Parent SEC Documents. (a) Parent has on a timely basis filed with or furnished to the SEC Securities and Exchange Commission (the "COMMISSION") all forms, reports, schedules, forms, statements, prospectuses statements and other documents required to be filed by it since December 31, 2001 under the Securities Exchange Act of 1934, as amended (together with the rules and regulations thereunder, the "EXCHANGE ACT"), or furnished the Securities Act of 1933, as amended (together with the rules and regulations thereunder, the "SECURITIES ACT") (such documents, as supplemented and amended since the time of filing, collectively, the "PARENT SEC DOCUMENTS"). The Parent SEC Documents, including any financial statements or schedules included in the Parent SEC Documents, at the time filed (and, in the case of registration statements and proxy statements, on the dates of effectiveness and the dates of mailing, respectively, and, in the case of any Parent SEC Document amended or superseded by a filing prior to the date hereof to the SEC by Parent since January 1of this Agreement, 2019, together with any exhibits and schedules required to be filed or furnished thereto and other document or information required to be incorporated therein (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) and as of their respective SEC filing dates (in the case of all other Parent SEC Documents) or, if amended prior to the date hereof, as of the filing date of the last such amendment, the Parent SEC Documents complied as to form in all material respects with the requirements of the Securities Act, the Exchange Act and the Xxxxxxxx-Xxxxx Act, as applicable, and the rules and regulations promulgated thereunder applicable to such Parent SEC Documents, and none of the Parent SEC Documents as of such respective dates (and, if amended prior to the date hereof, as of then on the date of the filing of such amendment, with respect to the disclosures that are amendedamending or superseding filing) contained (a) did not contain any untrue statement of a material fact or omitted omit 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. As , and (b) complied in all material respects with the applicable requirements of the date hereofExchange Act and the Securities Act, there are no outstanding or unresolved written comments received from as the SEC with respect to any case may be. The financial statements of Parent included in the Parent SEC Documents at the time filed (and, in the case of registration statements and proxy statements, on the dates of effectiveness and the dates of mailing, respectively, and, in the case of any Parent SEC Document amended or superseded by a filing prior to the date of this Agreement, then on the date of such amending or superseding filing) complied as to form in all material respects with applicable accounting requirements and with the published rules and regulations of the Commission with respect thereto, were prepared in accordance with United States generally accepted accounting principles ("GAAP") applied on a consistent basis during the periods involved (except as may be indicated in the notes thereto or, to Parent’s Knowledgein the case of unaudited statements, none as permitted by Form 10-Q of the Parent SEC Documents are the subject of ongoing SEC reviewCommission), and there are no formal internal investigations orfairly present in all material respects (subject, in the case of unaudited statements, to Parent’s Knowledgenormal, any SEC inquiries or investigations or other inquiries or investigations by Governmental Entities that are pending or, to recurring audit adjustments) the Company’s Knowledge, threatened, in each case under this sentence, related to any accounting practices consolidated financial position of Parent and its consolidated subsidiaries as at the Company or any dates thereof and the consolidated results of its Subsidiariestheir operations and cash flows for the periods then ended.

Parent SEC Documents. (a) Parent has on a timely basis filed with or furnished to the SEC Commission all forms, reports, schedules, forms, statements, prospectuses statements and other documents required to be filed with by it since November 10, 1999 under the Exchange Act or furnished prior to the date hereof to Securities Act (such documents, as supplemented and amended since the SEC by Parent since January 1time of filing, 2019, together with any exhibits and schedules required to be filed or furnished thereto and other document or information required to be incorporated therein (collectively, the “"Parent SEC Documents”"). As of their respective effective dates The Parent SEC Documents, including, without limitation, any financial statements or schedules included or incorporated by reference therein, at the time filed (and, in the case of Parent SEC Documents that are registration statements filed pursuant and proxy statements, on the dates of effectiveness and the dates of mailing, respectively) (a) 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 requirements of the Securities Act) statements therein (and as of their respective SEC filing dates (in the case of any prospectus, in light of the circumstances under which they were made), not misleading, and (b) complied in all other Parent SEC Documents) or, if amended prior to material respects with the date hereofapplicable requirements of the Exchange Act and the Securities Act, as the case may be. The financial statements of the filing date of the last such amendment, Parent included in the Parent SEC Documents at the time filed (and, in the case of registration statements and proxy statements, on the dates of effectiveness and the dates of mailing, respectively) complied as to form in all material respects with applicable accounting requirements and with the published rules and regulations of the Commission with respect thereto, were prepared in accordance with generally accepted accounting principles applied on a consistent basis during the periods involved (except as may be indicated in the notes thereto or, in the case of unaudited statements, as permitted by Form 10-Q of the Commission), and fairly presented (subject, in the case of the unaudited interim financial statements, to normal, recurring year-end audit adjustments consistent with past practice), in all material respects, the consolidated financial position of Parent and its consolidated subsidiaries as at the dates thereof and the consolidated results of their operations and cash flows for the periods then ended. No subsidiary of Parent is or has been subject to the periodic reporting requirements of the Securities ActExchange Act or required to file any form, report or other document with the Commission, the Exchange Act and the Xxxxxxxx-Xxxxx ActNasdaq Stock Market, as applicable, and the rules and regulations promulgated thereunder applicable to such Parent SEC Documents, and none of the Parent SEC Documents as of such respective dates (and, if amended prior to the date hereof, as of 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 the light of the circumstances under which they were made, not misleading. As of the date hereof, there are no outstanding or unresolved written comments received from the SEC with respect to any of the Parent SEC Documents or, to Parent’s Knowledge, none of the Parent SEC Documents are the subject of ongoing SEC review, and there are no formal internal investigations or, to Parent’s KnowledgeInc., any SEC inquiries or investigations or other inquiries or investigations by Governmental Entities that are pending or, to the Company’s Knowledge, threatened, in each case under this sentence, related to any accounting practices of the Company stock exchange or any of its Subsidiariesother comparable Governmental Authority.

Parent SEC Documents. (a) Parent has made available to the Company and the Holder true and complete copies of: (i) its Annual Report on a timely basis Form 10-K for the year ended December 31, 2000, as filed with or furnished the SEC on April 2, 2001 (the "Form 10-K"); and (ii) its Quarterly Report on Form 10-Q for the quarter ended March 31, 2001, as filed with the SEC on May 15, 2001 (the "Form 10-Q"). Such reports, together with all other statements, reports, and definitive proxy statements filed by Parent pursuant to the SEC all reportsExchange Act with the Securities and Exchange Commission ("SEC") since January 1, schedules, forms, statements, prospectuses 2000 and other documents required to be filed with or furnished prior to the date hereof to the SEC by Parent since January 1, 2019, together with any exhibits and schedules required to be filed or furnished thereto and other document or information required to be incorporated therein (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") and as of their respective SEC filing dates (in the case of all other Parent SEC Documents) or, if amended prior to the date hereof, as of the filing date of the last such amendmentrespective filing dates thereof with the SEC, the Parent SEC Documents complied as to form in all material respects with the requirements provisions of the Securities Act, the Exchange Act and the Xxxxxxxx-Xxxxx Act, as applicable, and the rules and regulations promulgated thereunder applicable to such thereunder, and the Parent SEC Documents, and none of the Parent SEC Documents as of such respective dates (and, if amended prior to the date hereof, as of the date of thereof, and the filing of such amendment, with respect to information about the disclosures that are amended) Parent contained in this Agreement and any Transaction Document did not contain and will not contain on the date delivered any untrue statement of a material fact or omitted omit to state a any material fact necessary in order to make the statements therein, and information contained therein not misleading in the light of the circumstances under which they were made, not misleading. As The financial statements of Parent included in the date hereof, there are no outstanding or unresolved written comments received from Form 10-K and Form 10-Q (the "Parent Financial Statements") comply in all material respects with applicable accounting requirements and with the published rules and regulations of the SEC with respect thereto, have been prepared in accordance with GAAP (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 Parent and its consolidated subsidiaries as of the dates thereof and the consolidated results of operations, stockholders' equity and cash flows for the periods then ended (subject to any normal year-end adjustments in the case of the unaudited financial statements that are not likely to be material to Parent and its Subsidiaries as a whole). Except as disclosed in the Parent SEC Documents orfiled prior to the date of this Agreement and available on EDGXX, xince March 31, 2001, there has been no Material Adverse Effect with respect to Parent’s Knowledge, none of the Parent SEC Documents are the subject of ongoing SEC review, and there are no formal internal investigations or, to Parent’s Knowledge, any SEC inquiries or investigations or other inquiries or investigations by Governmental Entities that are pending or, to the Company’s Knowledge, threatened, in each case under this sentence, related to any accounting practices of the Company or any of its Subsidiaries.

Parent SEC Documents. (a) Parent has on a and its subsidiaries have timely basis filed with or furnished to the SEC Securities and Exchange Commission (the “Commission”) all registration statements, prospectuses, forms, reports, schedules, forms, statements, prospectuses statements and other documents required to be filed with or furnished prior to (as supplemented and amended since the date hereof to the SEC by Parent since January 1time of filing, 2019, together with any exhibits and schedules required to be filed or furnished thereto and other document or information required to be incorporated therein (collectively, the “Parent SEC Documents”). As of their respective effective dates (in the case of Parent SEC Documents that are registration statements ) required to be filed pursuant to the requirements of by them since December 31, 2005 under the Securities Act) and as Exchange Act of their respective SEC filing dates (in the case of all other Parent SEC Documents) or, if amended prior to the date hereof1934, as of the filing date of the last such amendment, the Parent SEC Documents complied as to form in all material respects amended (together with the requirements of the Securities Act, the Exchange Act and the Xxxxxxxx-Xxxxx Act, as applicable, and the rules and regulations promulgated thereunder applicable to such thereunder, the “Exchange Act”), or the Securities Act of 1933, as amended (together with the rules and regulations promulgated thereunder, the “Securities Act”). The Parent SEC Documents, and none of including any financial statements or schedules included in the Parent SEC Documents as of such respective dates Documents, at the time filed (and, if in the case of registration statements and proxy statements, on the dates of effectiveness and the dates of mailing, respectively, and, in the case of any Parent SEC Document amended or superseded by a filing prior to the date hereofof this Agreement, as of then on the date of the filing of such amendment, with respect to the disclosures that are amendedamending or superseding filing) contained (i) did not contain any untrue statement of a material fact or omitted omit 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. As , and (ii) complied in all material respects with the applicable requirements of the date hereofExchange Act and the Securities Act, there are no outstanding or unresolved written comments received from as the SEC with respect to any case may be. The consolidated financial statements of Parent and its subsidiaries included in the Parent SEC Documents orfairly present (subject, in the case of unaudited statements, to normal, recurring audit adjustments) in all material respects the consolidated financial position of Parent and its consolidated subsidiaries as at the dates thereof and the consolidated results of their operations and cash flows (and changes in financial position, if any) for the periods then ended in conformity with United States generally accepted accounting principles (“GAAP”). None of Parent’s Knowledge, none subsidiaries is subject to the periodic reporting requirements of the Parent SEC Documents are Exchange Act or required to file any form, report or other document with the subject of ongoing SEC reviewCommission, and there are no formal internal investigations or, to Parent’s Knowledgethe NYSE, any SEC inquiries or investigations or other inquiries or investigations by Governmental Entities that are pending or, to the Company’s Knowledge, threatened, in each case under this sentence, related to any accounting practices of the Company stock exchange or any of its Subsidiariesother comparable Governmental Authority.

Parent SEC Documents. (a) Parent has on a timely basis filed with or furnished to the SEC all All statements, reports, schedules, forms, statements, prospectuses forms and other documents (including exhibits and all information incorporated by reference) required to be have been filed with or furnished prior to the date hereof to the SEC by Parent since January 1with the United States Securities and Exchange Commission (the “SEC” and all such statements, 2019reports, together with any schedules, forms and other documents (including exhibits and schedules required all information incorporated by reference) are referred to be filed or furnished thereto and other document or information required to be incorporated therein (collectively, as 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 effective dates (in the case of Parent SEC Documents that are registration statements filed pursuant to the requirements of the Securities Act) and as of their respective SEC filing dates (in the case of all other Parent SEC Documents) or, if amended or superseded by a filing prior to the date hereofof this Agreement, as of then on the filing date of the last such amendmentlater filing), each of the Parent SEC Documents complied as to form in all material respects with the requirements of the Securities Act, the Exchange Act and the Xxxxxxxx-Xxxxx Securities Exchange Act of 1934 (the “Exchange Act”) and the rules and regulations promulgated under the Securities Act and the Exchange Act, as applicablethe case may be, and the rules and regulations of the SEC promulgated thereunder applicable to such Parent SEC Documents, and none . None of the Parent SEC Documents as of such respective dates (and, if amended prior to the date hereofDocuments, as of the date of the their respective filing of such amendmentdates, with respect to the disclosures that are amended) 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 the light of the circumstances under which they were made, therein not misleading, except to the extent corrected by a subsequently filed Parent SEC Document. As of Through the date hereofClosing Date, there are no outstanding or unresolved written comments Parent has not received from the SEC any written comments with respect to any of the Parent SEC Documents or, to Parent’s Knowledge, none of (including the financial statements included therein) that have not been resolved. The financial statements included in the Parent SEC Documents are comply in all material respects with applicable accounting requirements and the subject rules and regulations of ongoing the SEC reviewwith 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 (“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 there are no formal internal investigations orfairly present in all material respects the financial position of the Parent and any 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 Parent’s Knowledge, any SEC inquiries or investigations or other inquiries or investigations by Governmental Entities that are pending or, to the Company’s Knowledge, threatened, in each case under this sentence, related to any accounting practices of the Company or any of its Subsidiariesnormal year-end adjustments.