Common use of Parent SEC Documents Clause in Contracts

Parent SEC Documents. (a) Each of the Transferor Parties shall promptly furnish to Parent in writing all information concerning such Transferor Party that may be required by applicable securities laws or reasonably requested by Parent for inclusion in any registration statements, prospectuses, forms, reports, definitive proxy statements, schedules, statements and documents filed or furnished by Parent under the Securities Act or the Exchange Act, as the case may be, together with all certifications required pursuant to the Xxxxxxxx-Xxxxx Act of 2002, such documents and any other documents to be filed by Parent with the SEC (collectively, the “Parent SEC Documents”). Each of the Transferor Parties agrees to promptly correct any information provided by it for use in any Parent SEC Document, if and to the extent that it shall have become false or misleading in any material respect or as otherwise required by Applicable Law. With respect to any Parent SEC Document that references a Transferor Party by name, such Transferor Party and his, her or its counsel, shall be given a reasonable opportunity to review such Parent SEC Document before it is filed with the SEC, and Parent shall give due consideration to the reasonable additions, deletions or changes suggested thereto by such party. In addition, with respect to any Parent SEC Document that references a Transferor Party by name, Parent shall provide such Transferor Party and his, her or its counsel, with copies of any written comments, and shall inform them of any oral comments, that Parent or its counsel may receive from time to time from the SEC or its staff with respect to any Parent SEC Document promptly after receipt of such comments, and any written or oral responses thereto. With respect to any Parent SEC Document that references a Transferor Party by name, such Transferor Party and his, her or its counsel, shall be given a reasonable opportunity to review any such written responses and Parent shall give due consideration to the reasonable additions, deletions or changes suggested thereto by such party. Notwithstanding anything to the contrary set forth herein, all SEC compliance shall be at the Acquiring Parties’ sole cost and expense, which cost and expense shall not negatively impact the calculation of the Earn-Out Payment. (b) From and after the date hereof, each of the Transferor Parties shall (i) provide Parent and its accountants, counsel, agents and employees with such information concerning the Business, (ii) provide Parent and its accountants, counsel, agents and employees with reasonable access, during normal business hours and in a manner as not to interfere with their respective normal business operations, to their respective accounting personnel and independent auditors (and each of the Transferor Parties shall cause such persons to reasonably assist Parent and its accountants, counsel, agents and employees with the preparation of any pro forma financial statements or other financial statements required in connection with a Parent SEC Document) and (iii) as may be required by the independent auditors, deliver representation letters, or cause their legal counsel to deliver audit response letters, to such independent auditors, in each case, as Parent may reasonably require in connection with Parent’s preparation and filing with the SEC of any Parent SEC Documents. In the event that the SEC makes any review or inquiry with respect to information provided by any of the Transferor Parties, including any such inquiry regarding such financial statements, as promptly as practicable after being notified by Parent of such review or inquiry, such Transferor Party will provide such reasonable cooperation and assistance as may be required by Parent in responding to such review or inquiry.

Parent SEC Documents. (a) Each of the Transferor Parties shall promptly furnish to Parent in writing all information concerning such Transferor Party that may be required by applicable securities laws or reasonably requested by Parent for inclusion in any registration statements, prospectuses, forms, reports, definitive proxy statements, schedules, statements and documents filed or furnished by Parent under the Securities Act or the Exchange Act, as the case may be, including the unaudited consolidated balance sheets and the related consolidated statements of income and expenses, shareholders’ equity, and cash flows of the Business for the fiscal year ended as of June 30, 2013, together with all related notes and schedules thereto, and together with all certifications required pursuant to the Xxxxxxxx-Xxxxx Act of 2002, such documents and any other documents to be filed by Parent with the SEC (collectively, the “Parent SEC Documents”). Each of the Transferor Parties agrees to promptly correct any information provided by it for use in any Parent SEC Document, if and to the extent that it shall have become false or misleading in any material respect or as otherwise required by Applicable Law. With respect to any Parent SEC Document that references a Transferor Party by name, such Transferor Party and his, her or its counsel, shall be given a reasonable opportunity to review such Parent SEC Document before it is filed with the SEC, and Parent shall give due consideration to the reasonable additions, deletions or changes suggested thereto by such party. In addition, with respect to any Parent SEC Document that references a Transferor Party by name, Parent shall provide such Transferor Party and his, her or its counsel, with copies of any written comments, and shall inform them of any oral comments, that Parent or its counsel may receive from time to time from the SEC or its staff with respect to any Parent SEC Document promptly after receipt of such comments, and any written or oral responses thereto. With respect to any Parent SEC Document that references a Transferor Party by name, such Transferor Party and his, her or its counsel, shall be given a reasonable opportunity to review any such written responses and Parent shall give due consideration to the reasonable additions, deletions or changes suggested thereto by such party. Notwithstanding anything to the contrary set forth herein, all SEC compliance shall be at the Acquiring Parties’ sole cost and expense, which cost and expense shall not negatively impact the calculation of the Earn-Out Payment. (b) From and after the date hereof, each of the Transferor Parties shall (i) provide Parent and its accountants, counsel, agents and employees with such information concerning the Business, (ii) provide Parent and its accountants, counsel, agents and employees with reasonable access, during normal business hours and in a manner as not to interfere with their respective normal business operations, to their respective accounting personnel and independent auditors (and each of the Transferor Parties shall cause such persons to reasonably assist Parent and its accountants, counsel, agents and employees with the preparation of any pro forma financial statements or other financial statements required in connection with a Parent SEC Document) and (iii) as may be required by the independent auditors, deliver representation letters, or cause their legal counsel to deliver audit response letters, to such independent auditors, in each case, as Parent may reasonably require in connection with Parent’s preparation and filing with the SEC of any Parent SEC Documents. In the event that the SEC makes any review or inquiry with respect to information provided by any of the Transferor Parties, including any such inquiry regarding such financial statements, as promptly as practicable after being notified by Parent of such review or inquiry, such Transferor Party will provide such reasonable cooperation and assistance as may be required by Parent in responding to such review or inquiry. (c) Each of the Transferor Parties agree to use its best efforts to obtain the required consent of the Transferors’ accountant for inclusion of the Transferor Financial Statements in any other Parent SEC Documents or otherwise as reasonably requested by Parent. (d) For a period of five (5) years following the date of creation of the relevant document, the Transferor Parties shall (i) retain the books and records of the Transferors which relate to the Business and its operations for periods prior to the Closing and which shall not otherwise have been delivered to the Acquiring Parties and (ii) upon reasonable notice, afford the officers, employees, agents and representatives of the Acquiring Parties reasonable access (including the right to make photocopies, at the Acquiring Parties’ expense), during normal business hours, to such books and records. (e) Parent shall pay, or reimburse Transferors, for all reasonable and documented costs, fees and expenses incurred by Transferors in connection with the conversion of any financial statements of the Transferors that have been prepared in accordance with Australian GAAP into financial statements prepared in accordance with U.S. GAAP, as contemplated and required by Section 3.14.

Parent SEC Documents. (a) Each of Parent has on a timely basis filed with or furnished to the Transferor Parties shall promptly furnish to Parent in writing SEC all information concerning such Transferor Party that may be required by applicable securities laws or reasonably requested by Parent for inclusion in any registration statementsreports, prospectusesschedules, forms, reports, definitive proxy statements, schedulesprospectuses and other documents required to be filed with or furnished prior to the date hereof to the SEC by Parent since January 1, statements 2019, together with any exhibits and documents schedules required to be filed or furnished by Parent under the Securities Act thereto and other document or the Exchange Act, as the case may be, together with all certifications information required pursuant to the Xxxxxxxx-Xxxxx Act of 2002, such documents and any other documents to be filed by Parent with the SEC incorporated therein (collectively, the “Parent SEC Documents”). Each As of their respective effective dates (in the case of Parent SEC Documents that are registration statements filed pursuant to the requirements of the Transferor Parties agrees to promptly correct any information provided by it for use Securities Act) and as of their respective SEC filing dates (in any the case of all other Parent SEC DocumentDocuments) or, if and amended prior to the extent that it shall have become false or misleading in any material respect or date hereof, as otherwise required by Applicable Law. With respect to any of the filing date of the last such amendment, the Parent SEC Document that references a Transferor Party by nameDocuments complied as to form in all material respects with the requirements of the Securities Act, such Transferor Party the Exchange Act and histhe Xxxxxxxx-Xxxxx Act, her or its counselas applicable, shall be given a reasonable opportunity and the rules and regulations promulgated thereunder applicable to review such Parent SEC Document before it is filed with the SECDocuments, and none of the Parent shall give due consideration SEC Documents as of such respective dates (and, if amended prior to the reasonable additionsdate hereof, deletions or changes suggested thereto by as of the date of the filing of such party. In additionamendment, with respect to the disclosures that are amended) contained any Parent SEC Document that references untrue statement of a Transferor Party by namematerial fact or omitted to state a material fact necessary in order to make the statements therein, Parent shall provide such Transferor Party and hisin the light of the circumstances under which they were made, her not misleading. As of the date hereof, there are no outstanding or its counsel, with copies of any unresolved written comments, and shall inform them of any oral comments, that Parent or its counsel may receive from time to time comments received from the SEC or its staff with respect to any of the Parent SEC Document promptly after receipt Documents or, to Parent’s Knowledge, none of such commentsthe Parent SEC Documents are the subject of ongoing SEC review, and there are no formal internal investigations or, to Parent’s Knowledge, any written SEC inquiries or oral responses thereto. With respect 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 Parent SEC Document that references a Transferor Party by name, such Transferor Party and his, her or its counsel, shall be given a reasonable opportunity to review any such written responses and Parent shall give due consideration to the reasonable additions, deletions or changes suggested thereto by such party. Notwithstanding anything to the contrary set forth herein, all SEC compliance shall be at the Acquiring Parties’ sole cost and expense, which cost and expense shall not negatively impact the calculation accounting practices of the Earn-Out PaymentCompany or any of its Subsidiaries. (b) From The consolidated financial statements of Parent (including the related notes and after schedules) and all related compilations, reviews and other reports issued by the date hereof, each of Company’s accountants with respect thereto included or incorporated by reference in the Transferor Parties shall Parent SEC Documents (i) provide Parent complied as to form, as of their respective dates of filing with the SEC, in all material respects with the published rules and its accountants, counsel, agents and employees regulations of the SEC with such information concerning the Businessrespect thereto, (ii) provide Parent had been prepared in all material respects in accordance with GAAP (except, in the case of unaudited statements, as permitted by the rules and its accountants, counsel, agents and employees with reasonable access, during normal business hours and in a manner as not to interfere with their respective normal business operations, to their respective accounting personnel and independent auditors (and each regulations of the Transferor Parties shall cause such persons to reasonably assist Parent and its accountants, counsel, agents and employees with SEC) applied on a consistent basis during the preparation of any pro forma financial statements periods involved (except (x) as may be indicated in the notes thereto or other financial statements required in connection with a Parent SEC Document(y) as permitted by Regulation S-X) and (iii) fairly presented in all material respects the consolidated financial position of Parent and its consolidated Subsidiaries as may of the dates thereof and the consolidated results of their operations, cash flows and changes in stockholders’ equity for the periods shown (subject, in the case of unaudited statements, to normal year-end adjustments, which have not had and would not reasonably be expected to have a Parent Material Adverse Effect). Except as required by GAAP and disclosed in the Parent SEC Documents, between January 1, 2021, and the date hereof, the Company has not made or adopted any material change in its accounting methods, practices or policies. (c) As of the date of this Agreement, neither Parent nor any of its Subsidiaries is a party to, nor does it have any commitment to become a party to, any material joint venture, off-balance sheet partnership or any similar Contract (including any Contract relating to any transaction or relationship between or among Parent or one 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 material “off-balance sheet arrangements” (as defined in Item 303(a) of Regulation S-K of the SEC). As of the date hereof, there are not, and since January 1, 2020, there have not been, any transactions, agreements, arrangements or understandings between Parent or any of its Subsidiaries, on the one hand, and Parent’s Affiliates (other than wholly owned Subsidiaries of Parent) or other persons, on the other hand, that would be required to be disclosed under Item 404 of Regulation S-K of the SEC that are not so disclosed. (d) Parent has designed and maintains, and at all times since January 1, 2019, has maintained a system of internal controls over financial reporting and accounting sufficient to provide reasonable assurances regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with GAAP. Parent has designed and maintains disclosure controls and procedures (as defined in Rules 13a-15(e) and 15d-15(e) under the Exchange Act) that are sufficient to provide reasonable assurance that material information that is required to be disclosed by Parent in the independent reports that it files or submits under the Exchange Act are recorded, processed, summarized and reported within the time periods specified in the SEC’s rules and forms and is accumulated and made known to its principal executive officer and principal financial officer as appropriate to allow timely decisions regarding required disclosure and to make the certifications required pursuant to Sections 302 and 906 of the Xxxxxxxx-Xxxxx Act. (e) Since January 1, 2019, (i) none of Parent or any of its Subsidiaries or, to the Knowledge of Parent, any of their directors, executive officers, auditors, deliver representation lettersaccountants or Representatives has received any material complaint, allegation, assertion or cause claim, whether written or oral, regarding the accounting or auditing practices, procedures, methodologies or methods of Parent or any of its Subsidiaries or their legal counsel respective internal accounting controls, including any material complaint, allegation, assertion or claim that Parent or any of its Subsidiaries has engaged in questionable accounting or auditing practices, and (ii) no attorney representing Parent or any of its Subsidiaries, whether or not employed by Parent or any of its Subsidiaries, has reported to deliver the Parent Board, any committee thereof or to any executive officer of Parent evidence of a material violation of securities laws, a breach of fiduciary duty or a similar material violation by Parent or any of its Subsidiaries or any of their officers, directors or employees. (f) Based on its most recent evaluation of internal controls over financial reporting prior to the date hereof, management of Parent has disclosed to Parent’s auditors and the audit response letterscommittee of the Parent Board (i) any significant deficiencies and material weaknesses in the design or operation of internal controls over financial reporting that are reasonably likely to adversely affect in any material respect Parent’s ability to report financial information and (ii) any fraud, whether or not material, that involves management or other employees who have a significant role in Parent’s internal control over financial reporting, and each such deficiency, weakness and fraud so disclosed to such independent auditors, if any, has been disclosed to the Company prior to the date hereof. To the Knowledge of Parent, there is no reason to believe that Parent’s outside auditors and its chief executive officer and chief financial officer will not be able to give the certifications and attestations required pursuant to the rules and regulations adopted pursuant to Section 404 of the Xxxxxxxx-Xxxxx Act, without additional qualification, when next due. (g) Parent is in compliance with (i) all applicable listing and corporate governance requirements of NASDAQ and (ii) the applicable provisions of the Xxxxxxxx-Xxxxx Act, in each case, as except for any noncompliance which would not reasonably be expected to have, individually or in the aggregate, a Parent may reasonably require in connection with Parent’s preparation and filing with the SEC of any Parent SEC Documents. In the event that the SEC makes any review or inquiry with respect to information provided by any of the Transferor Parties, including any such inquiry regarding such financial statements, as promptly as practicable after being notified by Parent of such review or inquiry, such Transferor Party will provide such reasonable cooperation and assistance as may be required by Parent in responding to such review or inquiryMaterial Adverse Effect.

Parent SEC Documents. (a) Each of the Transferor Parties shall shall, at no expense to the Transferor Parties, promptly furnish to Parent in writing all information concerning such Transferor Party that may be required by applicable securities laws or reasonably requested by Parent for inclusion in any registration statements, prospectuses, forms, reports, definitive proxy statements, schedules, statements and documents filed or furnished by Parent under the Securities Act or the Exchange Act, as the case may be, together with all certifications required pursuant to the Xxxxxxxx-Xxxxx Act of 2002, such documents and any other documents to be filed by Parent with the SEC (collectively, the “Parent SEC Documents”). Each of the Transferor Parties agrees to promptly correct any information provided by it for use in any Parent SEC Document, if and to the extent that it shall have have, to the Transferor’s Knowledge, become false or misleading in any material respect or as otherwise required by Applicable Law. With respect to any Parent SEC Document that references a Transferor Party by name, such Transferor Party and his, her or its counsel, shall be given a reasonable opportunity to review such Parent SEC Document before it is filed with the SEC, and Parent shall give due consideration to the reasonable additions, deletions or changes suggested thereto by such party. In addition, with respect to any Parent SEC Document that references a Transferor Party by name, Parent shall provide such Transferor Party and his, her or its counsel, with copies of any written comments, and shall inform them of any oral comments, that Parent or its counsel may receive from time to time from the SEC or its staff with respect to any Parent SEC Document promptly after receipt of such comments, and any written or oral responses thereto. With respect to any Parent SEC Document that references a Transferor Party by name, such Transferor Party and his, her or its counsel, shall be given a reasonable opportunity to review any such written responses and Parent shall give due consideration to the reasonable additions, deletions or changes suggested thereto by such party. Notwithstanding anything to the contrary set forth herein, all SEC compliance shall be at the Acquiring Parties’ sole cost and expense, which cost and expense shall not negatively impact the calculation of the Earn-Out Payment. (b) From and after the date hereof, each of the Transferor Parties shall (i) provide Parent and its accountants, counsel, agents and employees with such information concerning the Business, (ii) provide Parent and its accountants, counsel, agents and employees with reasonable access, during normal business hours and in a manner as not to interfere with their respective normal business operations, to their respective accounting personnel and independent auditors (and each of the Transferor Parties shall cause such persons to reasonably assist Parent and its accountants, counsel, agents and employees with the preparation of any pro forma financial statements or other financial statements required in connection with a Parent SEC Document) and (iii) as may be required by the independent auditors, deliver representation letters, or cause their legal counsel to deliver audit response letters, to such independent auditors, in each case, as Parent may reasonably require in connection with Parent’s preparation and filing with the SEC of any Parent SEC Documents. In the event that the SEC makes any review or inquiry with respect to information provided by any of the Transferor Parties, including any such inquiry regarding such financial statements, as promptly as practicable after being notified by Parent of such review or inquiry, such Transferor Party will provide such reasonable cooperation and assistance as may be required by Parent in responding to such review or inquiry.

Parent SEC Documents. (a) Each of the Transferor Parties shall promptly furnish to Parent in writing all information concerning such Transferor Party that may be required by applicable securities laws or reasonably requested by Parent for inclusion in any registration statements, prospectuses, forms, reports, definitive proxy statements, schedules, statements and documents filed or furnished by Parent under the Securities Act or the Exchange Act, as the case may be, together with all certifications required pursuant to the Xxxxxxxx-Xxxxx Act of 2002, such documents and any other documents to be filed by Parent with the SEC (collectively, the “Parent SEC Documents”). Each of the Transferor Parties agrees to promptly correct any information provided by it for use in any Parent SEC Document, if and to the extent that it shall have become false or misleading in any material respect or as otherwise required by Applicable Law. With respect to any Parent SEC Document that references a Transferor Party by name, such Transferor Party and his, her or its counsel, shall be given a reasonable opportunity to review such Parent SEC Document before it is filed with the SEC, and Parent shall give due consideration to the reasonable additions, deletions or changes suggested thereto by such party. In addition, with respect to any Parent SEC Document that references a Transferor Party by name, Parent shall provide such Transferor Party and his, her or its counsel, with copies of any written comments, and shall inform them of any oral comments, that Parent or its counsel may receive from time to time from the SEC or its staff with respect to any Parent SEC Document promptly after receipt of such comments, and any written or oral responses thereto. With respect to any Parent SEC Document that references a Transferor Party by name, such Transferor Party and his, her or its counsel, shall be given a reasonable opportunity to review any such written responses and Parent shall give due consideration to the reasonable additions, deletions or changes suggested thereto by such party. Notwithstanding anything to the contrary set forth herein, all SEC compliance shall be at the Acquiring Parties’ sole cost and expense, which cost and expense shall not negatively impact the calculation of the Earn-Out Payment. (b) From and after the date hereof, each of the Transferor Parties shall shall, if and to the extent required by the SEC or applicable securities laws: (i) provide Parent and its accountants, counsel, agents and employees with such information concerning the Business, (ii) provide Parent and its accountants, counsel, agents and employees with reasonable access, during normal business hours and in a manner as not to interfere with their respective normal business operations, to their respective accounting personnel and independent auditors (and each of the Transferor Parties shall cause such persons to reasonably assist Parent and its accountants, counsel, agents and employees with the preparation of any pro forma financial statements or other financial statements required in connection with a Parent SEC Document) and (iii) as may be required by the independent auditors, deliver representation letters, or or, at the cost of the Acquiring Parties (and at no cost to the Transferor Parties), cause their legal counsel to deliver audit response letters, to such independent auditors, in each case, as Parent may reasonably require in connection with Parent’s preparation and filing with the SEC of any Parent SEC Documents. In the event that the SEC makes any review or inquiry with respect to information provided by any of the Transferor Parties, including any such inquiry regarding such financial statements, as promptly as practicable after being notified by Parent of such review or inquiry, such Transferor Party will will, at no cost to the Transferor Party, provide such reasonable cooperation and assistance as may be required by Parent in responding to such review or inquiry. (c) Each of the Transferor Parties agrees to use its best efforts to obtain the required consent of Transferor’s accountant for inclusion of the Transferor Financial Statements and the Transferor 2013 Audited Financial Statements in any other Parent SEC Documents or otherwise as reasonably requested by Parent. (d) For a period of five (5) years following the Closing, the Transferor Parties shall (i) retain the books and records of Transferor which relate to the Business and its operations for periods prior to the Closing and which shall not otherwise have been delivered to the Acquiring Parties and (ii) upon reasonable prior written notice, afford the officers, employees, agents and representatives of Parent reasonable access (including the right to make photocopies, at Parent’s expense), during normal business hours, to such books and records.

Parent SEC Documents. (a) Each of Since January 1, 2008, Parent has filed with the Transferor Parties shall promptly furnish to Parent in writing Securities and Exchange Commission (the “SEC”) all information concerning such Transferor Party that may be required by applicable securities laws or reasonably requested by Parent for inclusion in any registration statements, prospectuses, forms, reports, definitive proxy statements, schedulescertifications, statements prospectuses and documents filed or furnished by Parent under the Securities Act or the Exchange Act, as the case may be, together with all certifications required pursuant to the Xxxxxxxx-Xxxxx Act of 2002, such documents and any other documents to be filed by Parent it with the SEC (collectively, and together with any exhibits and schedules thereto and any other information incorporated therein, the “Parent SEC Documents”). Each of the Transferor Parties agrees to promptly correct any information provided by it for use in any Parent SEC DocumentDocuments complied as to form, when filed (or, if and amended or superseded by a filing prior to the extent that it shall have become false or misleading date of this Agreement, on the date of such subsequent filing), in any all material respect or as otherwise required by respects with Applicable Law, including the applicable provisions of the Securities Act, the Exchange Act and the Xxxxxxxx-Xxxxx Act of 2002 (the “Xxxxxxxx-Xxxxx Act”) and in each case, any rules and regulations promulgated thereunder, each as in effect on the date so filed (or, if amended or superseded by a filing prior to the date of this Agreement, on the date of such subsequent filing). With respect No Parent Subsidiary is required to file any Parent SEC Document that references a Transferor Party by namestatements, such Transferor Party and hisreports, her schedules, forms or its counsel, shall be given a reasonable opportunity to review such Parent SEC Document before it is filed other documents with the SEC, and Parent shall give due consideration to the reasonable additions, deletions or changes suggested thereto by such party. In addition, with respect to any Parent SEC Document that references a Transferor Party by name, Parent shall provide such Transferor Party and his, her or its counsel, with copies of any written comments, and shall inform them of any oral comments, that Parent or its counsel may receive from time to time from the SEC or its staff with respect to any Parent SEC Document promptly after receipt of such comments, and any written or oral responses thereto. With respect to any Parent SEC Document that references a Transferor Party by name, such Transferor Party and his, her or its counsel, shall be given a reasonable opportunity to review any such written responses and Parent shall give due consideration to the reasonable additions, deletions or changes suggested thereto by such party. Notwithstanding anything to the contrary set forth herein, all SEC compliance shall be at the Acquiring Parties’ sole cost and expense, which cost and expense shall not negatively impact the calculation of the Earn-Out Payment. (b) From Accurate and after complete copies of the Parent SEC Documents have been made available (including via XXXXX) to the Company. As of their respective dates (or, if amended or superseded by a filing prior to the date hereofof this Agreement, each on the date of such subsequent filing, or, if a registration statement, as amended or supplemented, if applicable, by a filing prior to the date of this Agreement pursuant to the Securities Act, on the date such registration statement or amendment became effective), none of the Transferor Parties shall Parent SEC Documents contained any untrue statement of a material fact or omitted to state a material fact required to be stated or incorporated by reference therein or necessary to make the statements therein, in light of the circumstances under which they were made, not misleading. As of the date of this Agreement, there are no outstanding or unresolved comments received from SEC staff with respect to the Parent SEC Documents. To Parent’s knowledge, none of the Parent SEC Documents is the subject of ongoing SEC review or investigation, other than any review or investigation initiated as a result of the transactions contemplated by this Agreement. (c) Parent has established and maintains disclosure controls and procedures (as defined in Rule 13a-15 under the Exchange Act). Such disclosure controls and procedures are designed to ensure that all material information required to be disclosed by Parent in the reports it files or submits under the Exchange Act is recorded, processed, summarized and reported within the time periods specified in the rules and forms of the SEC (and such disclosure controls and procedures are effective) and all such material information is, in all material respects, made known to Parent’s principal executive officer and principal financial officer. (d) Parent has established and maintains a system of internal controls over financial reporting (as defined in Rule 13a-15 under the Exchange Act) that is reasonably designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of consolidated financial statements in accordance with GAAP for external purposes and includes policies and procedures that (i) provide Parent pertain to the maintenance of records that in reasonable detail accurately and its accountants, counsel, agents fairly reflect the transactions and employees with such information concerning dispositions of the Businessassets of Parent, (ii) provide Parent and its accountants, counsel, agents and employees with reasonable access, during normal business hours and in a manner assurance that transactions are recorded as not necessary to interfere with their respective normal business operations, to their respective accounting personnel and independent auditors (and each of the Transferor Parties shall cause such persons to reasonably assist Parent and its accountants, counsel, agents and employees with the permit preparation of any pro forma financial statements or other financial statements required in connection accordance with a GAAP, and that receipts and expenditures of Parent SEC Document) are being made only in accordance with authorizations of management and directors of Parent, and (iii) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use or disposition of Parent’s assets that could have a material effect on its financial statements, and such system of internal controls over financial report is reasonably effective. Parent has disclosed, based on its most recent evaluation prior to the date of this Agreement, to Parent’s outside auditors and the audit committee of Parent’s board of directors: (i) any significant deficiencies and material weaknesses in the design or operation of internal controls over financial reporting (as may be required by defined in Rule 13a-15 under the Exchange Act) which are reasonably likely to adversely affect Parent’s ability to record, process, summarize and report financial information; and (ii) any material fraud, within the knowledge of Parent, that involves management or other employees who have a significant role in Parent’s internal controls over financing reporting. As of the date hereof, there is no reason to believe that Parent’s independent auditors, deliver representation letterschief executive officer and chief financial officer will not be able to give the certifications and attestations required pursuant to the rules and regulations adopted pursuant to Section 404 of the Xxxxxxxx-Xxxxx Act, without qualification, when required. To the knowledge of Parent, neither Parent nor any of the Parent Subsidiaries nor Parent’s independent auditors have identified or cause their legal counsel to deliver audit response lettersbeen made aware of: (x) any significant deficiency or material weakness in the design or operation of Parent’s internal controls; (y) any illegal act or fraud, to such independent auditorswhether or not material, that involves Parent’s management or other employees; or (z) any reasonably credible claim or allegation regarding any of the foregoing. (e) Each of the principal executive officer of Parent and the principal financial officer of Parent (or each former principal executive officer of Parent and each former principal financial officer of Parent, as applicable) has made all certifications required by Rule 13a-14 or 15d-14 under the Exchange Act and Sections 302 and 906 of the Xxxxxxxx-Xxxxx Act, in each case, as Parent may reasonably require in connection with Parent’s preparation and filing with respect to the SEC of any Parent SEC Documents, and the statements contained in such certifications were complete, correct and accurate on the date such certifications were made. In For purposes of this section, “principal executive officer” and “principal financial officer” shall have the event that meanings given to such terms in the SEC makes any review or inquiry Xxxxxxxx-Xxxxx Act. (f) Parent is, and has at all times since January 1, 2008 been, in compliance in all material respects with respect to information provided by any the applicable listing requirements of the Transferor PartiesExchange, including and has not since January 1, 2008 received any such inquiry regarding such financial statements, as promptly as practicable after being notified by Parent notice asserting any non-compliance with the listing requirements of such review or inquiry, such Transferor Party will provide such reasonable cooperation and assistance as may be required by Parent in responding to such review or inquirythe Exchange.

Parent SEC Documents. (a) Each of Parent has filed with or furnished to the Transferor Parties shall promptly furnish to Parent in writing SEC, on a timely basis, all information concerning such Transferor Party that may be required by applicable securities laws or reasonably requested by Parent for inclusion in any registration statements, prospectuses, forms, reports, definitive prospectuses and proxy statements, schedules, statements and documents filed or furnished by Parent under with the Securities Act or the Exchange Act, as the case may be, together with all certifications SEC required pursuant to the Xxxxxxxx-Xxxxx Act of 2002, such documents and any other documents to be filed by Parent with the SEC since September 28, 2013 (collectively, and in each case including all exhibits and schedules thereto and documents incorporated by reference therein, as such statements, reports and prospectuses may have been amended since the date of their filing, the “Parent SEC Documents”). Each As of their respective effective dates (in the case of Parent SEC Documents that are registration statements filed pursuant to the requirements of the Transferor Parties agrees Securities Act) and as of their respective filing or furnished dates (in the case of all other Parent SEC Documents), or in the case of amendments thereto, as of the last such amendment, the Parent SEC Documents complied in all material respects with the requirements of the Exchange Act, the Securities Act and the Xxxxxxxx-Xxxxx Act and the respective rules and regulations promulgated thereunder, as the case may be, and the rules and regulations of the SEC thereunder, applicable to promptly correct such Parent SEC Documents, and, except to the extent that any information provided by it for use in any Parent SEC Document, if and to the extent that it shall have become false Document has been revised or misleading in any material respect or as otherwise required superseded by Applicable Law. With respect to any a Parent SEC Document that references a Transferor Party by namefiled prior to the date hereof, such Transferor Party and his, her or its counsel, shall be given a reasonable opportunity to review such none of the Parent SEC Document before it Documents as of such respective dates (or, if amended, 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 to make the statements therein, in light of the circumstances under which they were made, not misleading. Except for Holdings, none of the Company Subsidiaries is filed required to file any forms, reports or other documents with the SEC, and . No executive officer of Parent shall give due consideration or any Parent Subsidiary has failed to make certifications required of him or her under Section 302 or 906 of the reasonable additions, deletions or changes suggested thereto by such party. In addition, Xxxxxxxx-Xxxxx Act with respect to any Parent SEC Document that references a Transferor Party by nameDocument, except as disclosed in certifications filed with the Parent shall provide such Transferor Party and hisSEC Documents. As of the date hereof, her or its counsel, with copies of any written comments, and shall inform them of any oral comments, that neither Parent or its counsel may receive any Parent Subsidiary nor any of their executive officers has received written notice from time to time 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 comments in comment letters received by Parent or any Parent Subsidiary from the SEC or its staff with respect to staff. There has been no material correspondence between the SEC and Parent or any Parent SEC Document promptly after receipt of such commentsSubsidiary since September 28, 2014, that is not available on the SEC’s Electronic Data Gathering, Analysis and any written or oral responses thereto. With respect to any Parent SEC Document that references a Transferor Party by name, such Transferor Party and his, her or its counsel, shall be given a reasonable opportunity to review any such written responses and Parent shall give due consideration to the reasonable additions, deletions or changes suggested thereto by such party. Notwithstanding anything to the contrary set forth herein, all SEC compliance shall be at the Acquiring Parties’ sole cost and expense, which cost and expense shall not negatively impact the calculation of the Earn-Out PaymentRetrieval database. (b) From and after the date hereof, each of the Transferor Parties shall (i) provide Parent and its accountants, counsel, agents and employees with such information concerning the Business, (ii) provide Parent and its accountants, counsel, agents and employees with reasonable access, during normal business hours and in a manner as not to interfere with their respective normal business operations, to their respective accounting personnel and independent auditors (and each of the Transferor Parties shall cause such persons to reasonably assist Parent and its accountants, counsel, agents and employees with the preparation of any pro forma financial statements or other financial statements required in connection with a Parent SEC Document) and (iii) as may be required by the independent auditors, deliver representation letters, or cause their legal counsel to deliver audit response letters, to such independent auditors, in each case, as Parent may reasonably require in connection with Parent’s preparation and filing with the SEC of any Parent SEC Documents. In the event that the SEC makes any review or inquiry with respect to information provided by any of the Transferor Parties, including any such inquiry regarding such financial statements, as promptly as practicable after being notified by Parent of such review or inquiry, such Transferor Party will provide such reasonable cooperation and assistance as may be required by Parent in responding to such review or inquiry.

Parent SEC Documents. (a) Each of the Transferor Parties shall promptly furnish to Parent in writing all information concerning such Transferor Party that may be required by applicable securities laws or reasonably requested by Parent Parent, including, without limitation, the audited consolidated balance sheets and the related consolidated statements of income and expenses, shareholders’ equity, and cash flows of Transferor for the fiscal year ended as of December 31, 2012, together with all related notes and schedules thereto, accompanied by the reports thereon of the Company’s accountants, and any other financial statements or financial information reasonably requested by Parent, for inclusion in any registration statements, prospectuses, forms, reports, definitive proxy statements, schedules, statements and documents filed or furnished by Parent under the Securities Act or the Exchange Act, as the case may be, together with all certifications required pursuant to the Xxxxxxxx-Xxxxx Act of 2002, such documents and any other documents to be filed by Parent with the SEC (collectively, the “Parent SEC Documents”). Each of the Transferor Parties agrees to promptly correct any information provided by it for use in any Parent SEC Document, if and to the extent that it shall have become false or misleading in any material respect or as otherwise required by Applicable Law. With respect to any Parent SEC Document that references a Transferor Party by name, such Transferor Party and his, her or its counsel, shall be given a reasonable opportunity to review such Parent SEC Document before it is filed with the SEC, and Parent shall give due consideration to the reasonable additions, deletions or changes suggested thereto by such party. In addition, with respect to any Parent SEC Document that references a Transferor Party by name, Parent shall provide such Transferor Party and his, her or its counsel, with copies of any written comments, and shall inform them of any oral comments, that Parent or its counsel may receive from time to time from the SEC or its staff with respect to any Parent SEC Document promptly after receipt of such comments, and any written or oral responses thereto. With respect to any Parent SEC Document that references a Transferor Party by name, such Transferor Party and his, her or its counsel, shall be given a reasonable opportunity to review any such written responses and Parent shall give due consideration to the reasonable additions, deletions or changes suggested thereto by such party. Notwithstanding anything to the contrary set forth herein, all SEC compliance shall be at the Acquiring Parties’ sole cost and expense, which cost and expense shall not negatively impact the calculation of the Earn-Out Payment. (b) From and after the date hereof, each of the Transferor Parties shall (i) provide Parent and its accountants, counsel, agents and employees with such information concerning the Business, (ii) provide Parent and its accountants, counsel, agents and employees with reasonable access, during normal business hours and in a manner as not to interfere with their respective normal business operations, to their respective accounting personnel and independent auditors (and each of the Transferor Parties shall cause such persons to reasonably assist Parent and its accountants, counsel, agents and employees with the preparation of any pro forma financial statements or other financial statements required in connection with a Parent SEC Document) and (iii) as may be required by the independent auditors, deliver representation letters, or cause their legal counsel to deliver audit response letters, to such independent auditors, in each case, as Parent may reasonably require in connection with Parent’s preparation and filing with the SEC of any Parent SEC Documents. In the event that the SEC makes any review or inquiry with respect to information provided by any of the Transferor Parties, including any such inquiry regarding such financial statements, as promptly as practicable after being notified by Parent of such review or inquiry, such Transferor Party will provide such reasonable cooperation and assistance as may be required by Parent in responding to such review or inquiry. (c) Each of the Transferor Parties agrees to use its best efforts to obtain the required consent of the Transferors’ accountant for inclusion of the Transferor Financial Statements in any other Parent SEC Documents or otherwise as reasonably requested by Parent.

Parent SEC Documents. (a) Each From the date of this Agreement until the earlier of (a) the termination of this Agreement in accordance with Section 9.1 or (b) the first anniversary of the Transferor Parties Closing Date, Parent shall timely file with the SEC all Parent SEC Documents required to be filed by it under the Exchange Act or the Securities Act. As of its filing date, or if amended after the date of this Agreement, as of the date of the last such amendment, each such Parent SEC Document shall fully comply with the applicable requirements of the Exchange Act and the Securities Act, as the case may be. (b) From the date of this Agreement until the earlier of (a) the termination of this Agreement in accordance with Section 9.1 or (b) the Effective Time, each of the Company and the Eligible Stockholders shall promptly furnish to Parent in writing all information concerning the Company and such Transferor Party that may be Eligible Stockholder reasonably required by applicable securities laws or laws, in each case that may be reasonably requested by Parent for inclusion in any registration statements, prospectuses, forms, reports, definitive proxy statements, schedules, statements and documents filed or furnished by Parent under the Securities Act or the Exchange Act, as the case may be, together with all certifications required pursuant to the Xxxxxxxx-Xxxxx Act of 2002, such documents and any other documents to be filed by Parent with the SEC (collectively, the “Parent SEC Documents”). Each of the Transferor Parties Company and the Eligible Stockholders agrees to promptly correct any information previously provided by it for use in any Parent SEC Document, if and to the extent that it shall have become false or misleading in any material respect or as otherwise required by Applicable Lawrespect. With respect to any Parent SEC Document that references a Transferor Party an Eligible Stockholder by name, such Transferor Party Eligible Stockholder and his, her or its counsel, shall be given a reasonable opportunity to review such Parent SEC Document before it is filed with the SEC, and Parent shall give due consideration to the reasonable additions, deletions or changes suggested thereto by such party. In addition, with respect to any Parent SEC Document that references a Transferor Party an Eligible Stockholder by name, Parent shall provide such Transferor Party Eligible Stockholder and his, her or its counsel, with copies of any written comments, and shall promptly inform them of any oral comments, that Parent or its counsel may receive from time to time from the SEC or its staff with respect to any Parent SEC Document promptly after receipt of such comments, and any written or oral responses thereto. With respect to any Each Eligible Stockholder represents and warrants that none of the information supplied by or on behalf of such Eligible Stockholder for inclusion in a Parent SEC Document that references will contain any untrue statement of a Transferor Party by namematerial fact or omit to state any material fact required to be stated therein or necessary to make the statements therein, such Transferor Party and his, her or its counsel, shall be given a reasonable opportunity to review any such written responses and Parent shall give due consideration to the reasonable additions, deletions or changes suggested thereto by such party. Notwithstanding anything to the contrary set forth herein, all SEC compliance shall be at the Acquiring Parties’ sole cost and expense, which cost and expense shall not negatively impact the calculation in light of the Earn-Out Paymentcircumstances under which they were made, not misleading. (b) From and after the date hereof, each of the Transferor Parties shall (i) provide Parent and its accountants, counsel, agents and employees with such information concerning the Business, (ii) provide Parent and its accountants, counsel, agents and employees with reasonable access, during normal business hours and in a manner as not to interfere with their respective normal business operations, to their respective accounting personnel and independent auditors (and each of the Transferor Parties shall cause such persons to reasonably assist Parent and its accountants, counsel, agents and employees with the preparation of any pro forma financial statements or other financial statements required in connection with a Parent SEC Document) and (iii) as may be required by the independent auditors, deliver representation letters, or cause their legal counsel to deliver audit response letters, to such independent auditors, in each case, as Parent may reasonably require in connection with Parent’s preparation and filing with the SEC of any Parent SEC Documents. In the event that the SEC makes any review or inquiry with respect to information provided by any of the Transferor Parties, including any such inquiry regarding such financial statements, as promptly as practicable after being notified by Parent of such review or inquiry, such Transferor Party will provide such reasonable cooperation and assistance as may be required by Parent in responding to such review or inquiry.

Parent SEC Documents. (a) Each From the date of this Agreement until the one-year anniversary of the Transferor Parties Effective Time, each of the Company and the Eligible Stockholders shall promptly furnish to Parent in writing all information concerning the Company and such Transferor Party that may be Eligible Stockholder reasonably required by applicable securities laws or laws, in each case that may be reasonably requested by Parent for inclusion in any registration statements, prospectuses, forms, reports, definitive proxy statements, schedules, statements and documents filed or furnished by Parent under the Securities Act or the Exchange Act, as the case may be, together with all certifications required pursuant to the Xxxxxxxx-Xxxxx Act of 2002, such documents and any other documents to be filed by Parent with the SEC (collectively, the “Parent SEC Documents”), and shall instruct the Company’s accountants to cooperate with Parent in the provision of such information. For the avoidance of doubt, such cooperation of the Company and its Accountants and the Eligible Stockholders shall include assisting with (1) Parent’s review and confirmation of the Unaudited Interim Balance Sheet and the related consolidated statements of income and expenses, stockholders’ or members’ equity, as applicable, and cash flows of the Company for the year-to-date period ended on March 31, 2014, and, (2) after the Closing, the preparation of pro forma audited financial statements as though the Company’s fiscal year end were changed to June 30 and such quarterly financial statements as may be required; provided, however, that Parent will be responsible for all costs of such audit. Each of the Transferor Parties Company and the Eligible Stockholders agrees to promptly correct any information previously provided by it for use in any Parent SEC Document, if and to the extent that it shall have become false or misleading in any material respect or as otherwise required by Applicable Lawrespect. With respect to any Parent SEC Document that references a Transferor Party an Eligible Stockholder by name, such Transferor Party Eligible Stockholder and his, her or its counsel, shall be given a reasonable opportunity to review such Parent SEC Document before it is filed with the SEC, and Parent shall give due consideration to the reasonable additions, deletions or changes suggested thereto by such party. In addition, with respect to any Parent SEC Document that references a Transferor Party an Eligible Stockholder by name, Parent shall provide such Transferor Party Eligible Stockholder and his, her or its counsel, with copies of any written comments, and shall promptly inform them of any oral comments, that Parent or its counsel may receive from time to time from the SEC or its staff with respect to any Parent SEC Document promptly after receipt of such comments, and any written or oral responses thereto. With respect to any Each Eligible Stockholder represents and warrants that none of the information supplied by or on behalf of such Eligible Stockholder for inclusion in a Parent SEC Document that references will contain any untrue statement of a Transferor Party by namematerial fact or omit to state any material fact required to be stated therein or necessary to make the statements therein, such Transferor Party and his, her or its counsel, shall be given a reasonable opportunity to review any such written responses and Parent shall give due consideration to the reasonable additions, deletions or changes suggested thereto by such party. Notwithstanding anything to the contrary set forth herein, all SEC compliance shall be at the Acquiring Parties’ sole cost and expense, which cost and expense shall not negatively impact the calculation in light of the Earn-Out Paymentcircumstances under which they were made, not misleading. (b) From and after the date hereof, each of the Transferor Parties shall (i) provide Parent and its accountants, counsel, agents and employees with such information concerning the Business, (ii) provide Parent and its accountants, counsel, agents and employees with reasonable access, during normal business hours and in a manner as not to interfere with their respective normal business operations, to their respective accounting personnel and independent auditors (and each of the Transferor Parties shall cause such persons to reasonably assist Parent and its accountants, counsel, agents and employees with the preparation of any pro forma financial statements or other financial statements required in connection with a Parent SEC Document) and (iii) as may be required by the independent auditors, deliver representation letters, or cause their legal counsel to deliver audit response letters, to such independent auditors, in each case, as Parent may reasonably require in connection with Parent’s preparation and filing with the SEC of any Parent SEC Documents. In the event that the SEC makes any review or inquiry with respect to information provided by any of the Transferor Parties, including any such inquiry regarding such financial statements, as promptly as practicable after being notified by Parent of such review or inquiry, such Transferor Party will provide such reasonable cooperation and assistance as may be required by Parent in responding to such review or inquiry.

Parent SEC Documents. (a) Each of Since May 17, 2011 (the Transferor Parties shall promptly furnish to “Applicable Date”), except as set forth on the Parent in writing Disclosure Schedule, the Parent has filed or furnished, as applicable, on a timely basis all information concerning such Transferor Party that may be required by applicable securities laws or reasonably requested by Parent for inclusion in any registration forms, statements, prospectuses, formscertifications, reports, definitive proxy statements, schedules, statements and documents required to be filed or furnished by Parent under it with the SEC pursuant to the Exchange Act or the Securities Act (such forms, statements, certifications, reports, and documents, including any amendments thereto, whether filed or furnished before or after the date hereof, the “Parent SEC Documents”) that, individually or in the aggregate, have not had and would not reasonably be expected to have, a Parent Material Adverse Effect. Each of the Parent SEC Documents, at the time of its filing or being furnished, complied or, if not yet filed or furnished until the First Tranche Closing, will comply in all material respects with the applicable requirements of the Securities Act, the Exchange Act, and the Xxxxxxxx-Xxxxx Act, and any rules and regulations promulgated thereunder and any other Laws applicable to the Parent SEC Documents. As of their respective dates (or, if amended prior to the date hereof, as of the date of such amendment), the Parent SEC Documents did not, and any Parent SEC Documents filed or furnished with the SEC subsequent to the date hereof until the date of the First Tranche Closing 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 made therein, in light of the circumstances in which they were made, not misleading. As of the date hereof, there are no material outstanding or unresolved comments received from the SEC with respect to any of the Parent SEC Documents. (b) Since the Applicable Date, the Parent has been and is in compliance in all material respects with the applicable provisions of (i) the Xxxxxxxx-Xxxxx Act, (ii) the Exchange Act and the rules and regulations promulgated thereunder, and (iii) the Securities Act and the rules and regulations promulgated thereunder except for non-compliance that, individually or in the aggregate, has not had and would not reasonably be expected to have, a Parent Material Adverse Effect. The Parent represents that it is not a shell company as defined by the Securities Act and the Exchange Act. (c) Since the Applicable Date, each of the consolidated balance sheets included in or incorporated by reference into the Parent SEC Documents (including the related notes and schedules) fairly presents in all material respects, or, in the case of Parent SEC Documents filed after the date hereof, will fairly present in all material respects, the consolidated financial position of the Parent and its consolidated Subsidiaries as of its date and each of the consolidated statements of stockholders’ equity, operations and cash flows included in or incorporated by reference into the Parent SEC Documents (including any related notes and schedules) fairly presents in all material respects, or in the case of Parent SEC Documents filed after the date hereof prior to the date of the First Tranche Closing, will fairly present in all material respects, the financial position, results of operations and cash flows, as the case may be, together of the Parent and its consolidated Subsidiaries for the periods set forth therein (subject, in the case of unaudited statements, to notes and year-end adjustments), in each case in accordance with all certifications generally accepted accounting principles (“GAAP”) as in effect on the date of such balance sheet or statement, except as may be noted therein. (d) The Parent maintains disclosure controls and procedures required pursuant by (and as defined in) Rule 13a-15 or 15d-15, as applicable, under the Exchange Act. Such disclosure controls and procedures are effective to ensure that material information required to be disclosed by the Parent in the reports that it files or submits under the Exchange Act is recorded and reported on a timely basis to the Xxxxxxxx-Xxxxx Act individuals responsible for the preparation of 2002, such documents and any other documents to be filed by Parent the Parent’s filings with the SEC and other public disclosure documents. The Parent maintains internal control over financial reporting (collectivelyas defined in Rule 13a-15 or 15d-15, as applicable, under the Exchange Act). Such internal control over financial reporting is effective in providing reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with GAAP. Except as would not, individually or in the aggregate, be reasonably likely to have a Parent Material Adverse Effect, the “Parent SEC Documents”). Each has disclosed, based on the most recent evaluation of its chief executive officer who is its chief financial officer prior to the date of this Agreement, to the Parent’s auditors of the Transferor Parties agrees to promptly correct any information provided by it for use in any Parent SEC Document, if and to the extent that it shall have become false or misleading in any material respect or as otherwise required by Applicable Law. With respect to any Parent SEC Document that references a Transferor Party by name, such Transferor Party and his, her or its counsel, shall be given a reasonable opportunity to review such Parent SEC Document before it is filed with the SEC, and Parent shall give due consideration to the reasonable additions, deletions or changes suggested thereto by such party. In addition, with respect to any Parent SEC Document that references a Transferor Party by name, Parent shall provide such Transferor Party and his, her or its counsel, with copies of any written comments, and shall inform them of any oral comments, that Parent or its counsel may receive from time to time from the SEC or its staff with respect to any Parent SEC Document promptly after receipt of such comments, and any written or oral responses thereto. With respect to any Parent SEC Document that references a Transferor Party by name, such Transferor Party and his, her or its counsel, shall be given a reasonable opportunity to review any such written responses and Parent shall give due consideration to the reasonable additions, deletions or changes suggested thereto by such party. Notwithstanding anything to the contrary set forth herein, all SEC compliance shall be at the Acquiring Parties’ sole cost and expense, which cost and expense shall not negatively impact the calculation of the Earn-Out Payment. (b) From and after the date hereof, each of the Transferor Parties shall (i) provide Parent any significant deficiencies and its accountantsmaterial weaknesses in the design or operation of internal control over financial reporting (as defined in Rule 13a-15(f) or 15d-15, counselas applicable, agents of the Exchange Act) which are reasonably likely to adversely affect the Parent’s ability to record, process, summarize and employees with such report financial information concerning the Business, and (ii) provide Parent and its accountants, counsel, agents and employees with reasonable access, during normal business hours and in a manner as not to interfere with their respective normal business operationsany fraud or, to their respective accounting personnel and independent auditors (and each the knowledge of the Transferor Parties shall cause such persons to reasonably assist Parent and its accountantsParent, counsel, agents and employees with the preparation any allegation of any pro forma financial statements fraud that involves management or other financial statements required employees who have a significant role in connection with a Parent SEC Document) and (iii) as may be required by the independent auditors, deliver representation letters, or cause their legal counsel to deliver audit response letters, to such independent auditors, in each case, as Parent may reasonably require in connection with Parent’s preparation and filing with the SEC of any Parent SEC Documents. In the event that the SEC makes any review or inquiry with respect to information provided by any of the Transferor Parties, including any such inquiry regarding such internal controls over financial statements, as promptly as practicable after being notified by Parent of such review or inquiry, such Transferor Party will provide such reasonable cooperation and assistance as may be required by Parent in responding to such review or inquiryreporting.

Parent SEC Documents. (a) Each of Parent has timely filed with or furnished to, as applicable, the Transferor Parties shall promptly furnish to Parent in writing SEC, all information concerning such Transferor Party that may be required by applicable securities laws or reasonably requested by Parent for inclusion in any reports, schedules, forms, registration statements, prospectuses, forms, reports, definitive proxy statements, schedulescertifications and other documents, statements and documents together with any amendments required to be made with respect thereto, that were required to be filed or furnished by Parent it during the prior twelve months under the Exchange Act and the Securities Act or the Exchange Act, as the case may be, (together with all certifications required pursuant to the Xxxxxxxx-Xxxxx Act of 2002, such documents exhibits and any other documents to be filed by Parent with the SEC (collectivelyinformation incorporated therein, the “Parent SEC Documents”). Each of the Transferor Parties agrees to promptly correct any information provided by it for use in any No such Parent SEC Document, at the time filed or furnished, or if and amended prior to the extent date hereof, as of the date of the amendment (and in the case of registration statements and proxy statements, on the 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 light of the circumstances under which they were made, not misleading, except that it shall have become false or misleading information in any material respect or as otherwise required by Applicable Law. With respect to any the Parent SEC Document that references Documents as of a Transferor Party by name, such Transferor Party and his, her or its counsel, later date (but before the date of this Agreement) shall be given a reasonable opportunity deemed to review such modify information in the Parent SEC Document before it is filed 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 SECapplicable requirements of the Securities Act, the Exchange Act, and the Xxxxxxxx-Xxxxx Act. As of the date of this Agreement, Parent shall give due consideration to has not received any comments from the reasonable additions, deletions or changes suggested thereto by such party. In addition, SEC with respect to any of the Parent SEC Document that references a Transferor Party by nameDocuments which remain unresolved, Parent shall provide such Transferor Party and his, her nor has it received any inquiry or its counsel, with copies of any written comments, and shall inform them of any oral comments, that Parent or its counsel may receive from time to time information request from the SEC or its staff with respect as of the date of this Agreement as to any matters affecting Parent SEC Document promptly after receipt of such comments, and any written or oral responses thereto. With respect to any Parent SEC Document that references a Transferor Party by name, such Transferor Party and his, her or its counsel, shall be given a reasonable opportunity to review any such written responses and Parent shall give due consideration to the reasonable additions, deletions or changes suggested thereto by such party. Notwithstanding anything to the contrary set forth herein, all SEC compliance shall be at the Acquiring Parties’ sole cost and expense, which cost and expense shall has not negatively impact the calculation of the Earn-Out Paymentbeen adequately addressed. (b) From and after the date hereof, each of the Transferor Parties shall (i) provide Parent and its accountants, counsel, agents and employees with such information concerning the Business, (ii) provide Parent and its accountants, counsel, agents and employees with reasonable access, during normal business hours and in a manner as not to interfere with their respective normal business operations, to their respective accounting personnel and independent auditors (and each of the Transferor Parties shall cause such persons to reasonably assist Parent and its accountants, counsel, agents and employees with the preparation of any pro forma financial statements or other financial statements required in connection with a Parent SEC Document) and (iii) as may be required by the independent auditors, deliver representation letters, or cause their legal counsel to deliver audit response letters, to such independent auditors, in each case, as Parent may reasonably require in connection with Parent’s preparation and filing with the SEC of any Parent SEC Documents. In the event that the SEC makes any review or inquiry with respect to information provided by any of the Transferor Parties, including any such inquiry regarding such financial statements, as promptly as practicable after being notified by Parent of such review or inquiry, such Transferor Party will provide such reasonable cooperation and assistance as may be required by Parent in responding to such review or inquiry.

Parent SEC Documents. (a) Each Except as set forth on Section 4.11 of the Transferor Parties shall promptly furnish to Parent in writing all information concerning such Transferor Party that may be required by applicable securities laws or reasonably requested by Disclosure Schedule, since the consummation of the initial public offering of Parent’s securities, Parent for inclusion in any registration statements, prospectuses, forms, reports, definitive proxy statements, schedules, statements and documents has timely filed or furnished by Parent with the SEC all periodic reports required to be filed or furnished under the Securities Act or the Exchange ActAct (excluding Section 16) (such forms, as the case may bereports, together with all certifications required pursuant to the Xxxxxxxx-Xxxxx Act of 2002, such documents schedules and any other documents to be filed by Parent with the SEC (collectivelystatements, the “Parent SEC Documents”). Each As of the Transferor Parties agrees to promptly correct any information provided by it for use in any Parent SEC Document, if and to the extent that it shall have become false or misleading in any material respect or as otherwise required by Applicable Law. With respect to any Parent SEC Document that references a Transferor Party by name, such Transferor Party and his, her or its counsel, shall be given a reasonable opportunity to review such Parent SEC Document before it is filed with the SEC, and Parent shall give due consideration to the reasonable additions, deletions or changes suggested thereto by such party. In addition, with respect to any Parent SEC Document that references a Transferor Party by name, Parent shall provide such Transferor Party and his, her or its counsel, with copies of any written comments, and shall inform them of any oral comments, that Parent or its counsel may receive from time to time from the SEC or its staff with respect to any Parent SEC Document promptly after receipt of such comments, and any written or oral responses thereto. With respect to any Parent SEC Document that references a Transferor Party by name, such Transferor Party and his, her or its counsel, shall be given a reasonable opportunity to review any such written responses and Parent shall give due consideration to the reasonable additions, deletions or changes suggested thereto by such party. Notwithstanding anything to the contrary set forth herein, all SEC compliance shall be at the Acquiring Parties’ sole cost and expense, which cost and expense shall not negatively impact the calculation of the Earn-Out Payment. (b) From and after the date hereoftheir respective dates, each of the Transferor Parties shall Parent SEC Documents, as amended (including all financial statements included therein, exhibits and schedules thereto and documents incorporated by reference therein), was prepared with and complied in all material respects with the applicable requirements of the Securities Act, the Exchange Act and the Xxxxxxxx-Xxxxx Act, as the case may be, and the rules and regulations of the SEC thereunder applicable to such Parent SEC Documents, and none of the Parent SEC Documents contained, when filed or, if amended prior to the Original Agreement Date, as of the date of such amendment with respect to those disclosures that are amended, any untrue statement of a material fact or omitted to state a material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they were made, not misleading. The Company acknowledges that (i) provide Parent and its accountantsthe Staff issued the Statement on April 12, counsel, agents and employees with such information concerning the Business2021, (ii) provide Parent continues to review the Statement and its accountantsimplications, counsel, agents and employees with reasonable access, during normal business hours and in a manner as not to interfere with their respective normal business operations, to their respective accounting personnel and independent auditors (and each of including on the Transferor Parties shall cause such persons to reasonably assist Parent and its accountants, counsel, agents and employees with the preparation of any pro forma financial statements or and other financial statements required information included in connection with a the Parent SEC Document) Documents and (iii) as may be required by any restatement, revision or other modification of the independent auditors, deliver representation letters, or cause their legal counsel to deliver audit response letters, to such independent auditors, in each case, as Parent may reasonably require SEC Documents 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 has been received by Parent’s preparation . To the knowledge of Parent, each director and filing executive officer of Parent has filed with the SEC of any Parent SEC Documents. In the event that the SEC makes any review or inquiry on a timely basis all statements required with respect to information provided Parent by any Section 16(a) of the Transferor PartiesExchange Act and the rules and regulations thereunder. As used in this Section 4.11, including the term “file” will be broadly construed to include any such inquiry regarding such financial statementsmanner in which a document or information is furnished, as promptly as practicable after being notified by Parent of such review supplied or inquiry, such Transferor Party will provide such reasonable cooperation and assistance as may be required by Parent in responding otherwise made available to such review the SEC or inquirythe NYSE.

Parent SEC Documents. (a) Each of Since January 1, 2013, Parent has timely filed with the Transferor Parties shall promptly furnish to Parent in writing Securities and Exchange Commission (the “SEC”) all information concerning such Transferor Party that may be required by applicable securities laws or reasonably requested by Parent for inclusion in any registration statements, prospectuses, forms, reports, definitive proxy statements, schedulescertifications, statements prospectuses and documents filed or furnished by Parent under the Securities Act or the Exchange Act, as the case may be, together with all certifications required pursuant to the Xxxxxxxx-Xxxxx Act of 2002, such documents and any other documents to be filed by Parent it with the SEC (collectively, and together with any exhibits and schedules thereto and any other information incorporated therein, the “Parent SEC Documents”). Each of the Transferor Parties agrees to promptly correct any information provided by it for use in any Parent SEC DocumentDocuments complied as to form, when filed (or, if and amended or superseded by a filing prior to the extent that it shall have become false or misleading date of this Agreement, on the date of such subsequent filing), in any all material respect or as otherwise required by respects with Applicable Law, including the applicable provisions of the Securities Act, the Exchange Act and the Xxxxxxxx-Xxxxx Act of 2002 (the “Xxxxxxxx-Xxxxx Act”) and in each case, any rules and regulations promulgated thereunder, each as in effect on the date so filed (or, if amended or superseded by a filing prior to the date of this Agreement, on the date of such subsequent filing). With respect No Parent Subsidiary is required to file any Parent SEC Document that references a Transferor Party by namestatements, such Transferor Party and hisreports, her schedules, forms or its counsel, shall be given a reasonable opportunity to review such Parent SEC Document before it is filed other documents with the SEC, and Parent shall give due consideration to the reasonable additions, deletions or changes suggested thereto by such party. In addition, with respect to any Parent SEC Document that references a Transferor Party by name, Parent shall provide such Transferor Party and his, her or its counsel, with copies of any written comments, and shall inform them of any oral comments, that Parent or its counsel may receive from time to time from the SEC or its staff with respect to any Parent SEC Document promptly after receipt of such comments, and any written or oral responses thereto. With respect to any Parent SEC Document that references a Transferor Party by name, such Transferor Party and his, her or its counsel, shall be given a reasonable opportunity to review any such written responses and Parent shall give due consideration to the reasonable additions, deletions or changes suggested thereto by such party. Notwithstanding anything to the contrary set forth herein, all SEC compliance shall be at the Acquiring Parties’ sole cost and expense, which cost and expense shall not negatively impact the calculation of the Earn-Out Payment. (b) From Accurate and after complete copies of the Parent SEC Documents have been made available (including via XXXXX) to the Company. As of their respective dates (or, if amended or superseded by a filing prior to the date hereofof this Agreement, each on the date of such subsequent filing, or, if a registration statement, as amended or supplemented, if applicable, by a filing prior to the date of this Agreement pursuant to the Securities Act, on the date such registration statement or amendment became effective), none of the Transferor Parties shall Parent SEC Documents contained any untrue statement of a material fact or omitted to state a material fact required to be stated or incorporated by reference therein or necessary to make the statements therein, in light of the circumstances under which they were made, not misleading. As of the date of this Agreement, there are no outstanding or unresolved comments received from SEC staff with respect to the Parent SEC Documents. To Parent’s knowledge, none of the Parent SEC Documents is the subject of ongoing SEC review or investigation, other than any review or investigation initiated as a result of the transactions contemplated by this Agreement. (c) Parent has established and maintains disclosure controls and procedures (as defined in Rule 13a-15 under the Exchange Act). Such disclosure controls and procedures are designed to ensure that all material information required to be disclosed by Parent in the reports it files or submits under the Exchange Act is recorded, processed, summarized and reported within the time periods specified in the rules and forms of the SEC (and such disclosure controls and procedures are effective) and all such material information is, in all material respects, made known to Parent’s principal executive officer and principal financial officer. (d) Parent has established and maintains a system of internal controls over financial reporting (as defined in Rule 13a-15 under the Exchange Act) that is reasonably designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of consolidated financial statements in accordance with GAAP for external purposes and includes policies and procedures that (i) provide Parent pertain to the maintenance of records that in reasonable detail accurately and its accountants, counsel, agents fairly reflect the transactions and employees with such information concerning dispositions of the Businessassets of Parent, (ii) provide Parent and its accountants, counsel, agents and employees with reasonable access, during normal business hours and in a manner assurance that transactions are recorded as not necessary to interfere with their respective normal business operations, to their respective accounting personnel and independent auditors (and each of the Transferor Parties shall cause such persons to reasonably assist Parent and its accountants, counsel, agents and employees with the permit preparation of any pro forma financial statements or other financial statements required in connection accordance with a GAAP, and that receipts and expenditures of Parent SEC Document) are being made only in accordance with authorizations of management and directors of Parent, and (iii) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use or disposition of Parent’s assets that could have a material effect on its financial statements, and such system of internal controls over financial report is reasonably effective. Parent has disclosed, based on its most recent evaluation prior to the date of this Agreement, to Parent’s outside auditors and the audit committee of Parent’s board of directors: (i) any significant deficiencies and material weaknesses in the design or operation of internal controls over financial reporting (as may be required by defined in Rule 13a-15 under the Exchange Act) which are reasonably likely to adversely affect Parent’s ability to record, process, summarize and report financial information; and (ii) any material fraud, within the knowledge of Parent, that involves management or other employees who have a significant role in Parent’s internal controls over financing reporting. As of the date hereof, there is no reason to believe that Parent’s independent auditors, deliver representation letterschief executive officer and chief financial officer will not be able to give the certifications and attestations required pursuant to the rules and regulations adopted pursuant to Section 404 of the Xxxxxxxx-Xxxxx Act, without qualification, when required. To the knowledge of Parent, neither Parent nor any of the Parent Subsidiaries nor Parent’s independent auditors have identified or cause their legal counsel to deliver audit response lettersbeen made aware of: (x) any significant deficiency or material weakness in the design or operation of Parent’s internal controls; (y) any illegal act or fraud, to such independent auditorswhether or not material, that involves Parent’s management or other employees; or (z) any reasonably credible claim or allegation regarding any of the foregoing. (e) Each of the principal executive officer of Parent and the principal financial officer of Parent (or each former principal executive officer of Parent and each former principal financial officer of Parent, as applicable) has made all certifications required by Rule 13a-14 or 15d-14 under the Exchange Act and Sections 302 and 906 of the Xxxxxxxx-Xxxxx Act, in each case, as Parent may reasonably require in connection with Parent’s preparation and filing with respect to the SEC of any Parent SEC Documents, and the statements contained in such certifications were complete, correct and accurate on the date such certifications were made. In For purposes of this section, “principal executive officer” and “principal financial officer” shall have the event that meanings given to such terms in the SEC makes any review or inquiry Xxxxxxxx-Xxxxx Act. (f) Parent is, and has at all times since January 1, 2013 been, in compliance in all material respects with respect to information provided by any the applicable listing requirements of the Transferor PartiesExchange, including and has not since January 1, 2008 received any such inquiry regarding such financial statements, as promptly as practicable after being notified by Parent notice asserting any non-compliance with the listing requirements of such review or inquiry, such Transferor Party will provide such reasonable cooperation and assistance as may be required by Parent in responding to such review or inquirythe Exchange.

Parent SEC Documents. (a) Each . From the date of this Agreement until the one-year anniversary of the Transferor Parties Effective Time, each of the Company and the Eligible Stockholders shall promptly furnish to Parent in writing all information concerning the Company and such Transferor Party that may be Eligible Stockholder reasonably required by applicable securities laws or laws, in each case that may be reasonably requested by Parent for inclusion in any registration statements, prospectuses, forms, reports, definitive proxy statements, schedules, statements and documents filed or furnished by Parent under the Securities Act or the Exchange Act, as the case may be, together with all certifications required pursuant to the Xxxxxxxx-Xxxxx Act of 2002, such documents and any other documents to be filed by Parent with the SEC (collectively, the “Parent SEC Documents”), and shall instruct the Company’s accountants to cooperate with Parent in the provision of such information. For the avoidance of doubt, such cooperation of the Company and its Accountants and the Eligible Stockholders shall include assisting with (1) Parent’s review and confirmation of the Unaudited Interim Financial Statements and the related consolidated statements of income and expenses, stockholders’ or members’ equity, as applicable, and cash flows of the Company for the year-to-date period ended on September 30, 2013, and, (2) after the Closing, the preparation of pro forma audited financial statements as though the Company’s fiscal year end were changed to June 30 and such quarterly financial statements as may be required; provided, however, that Parent will be responsible for all costs of such audit. Each of the Transferor Parties Company and the Eligible Stockholders agrees to promptly correct any information previously provided by it for use in any Parent SEC Document, if and to the extent that it shall have become false or misleading in any material respect or as otherwise required by Applicable Lawrespect. With respect to any Parent SEC Document that references a Transferor Party an Eligible Stockholder by name, such Transferor Party Eligible Stockholder and his, her or its counsel, shall be given a reasonable opportunity to review such Parent SEC Document before it is filed with the SEC, and Parent shall give due consideration to the reasonable additions, deletions or changes suggested thereto by such party. In addition, with respect to any Parent SEC Document that references a Transferor Party an Eligible Stockholder by name, Parent shall provide such Transferor Party Eligible Stockholder and his, her or its counsel, with copies of any written comments, and shall promptly inform them of any oral comments, that Parent or its counsel may receive from time to time from the SEC or its staff with respect to any Parent SEC Document promptly after receipt of such comments, and any written or oral responses thereto. With respect to any Each Eligible Stockholder represents and warrants that none of the information supplied by or on behalf of such Eligible Stockholder for inclusion in a Parent SEC Document that references will contain any untrue statement of a Transferor Party by namematerial fact or omit to state any material fact required to be stated therein or necessary to make the statements therein, such Transferor Party and his, her or its counsel, shall be given a reasonable opportunity to review any such written responses and Parent shall give due consideration to the reasonable additions, deletions or changes suggested thereto by such party. Notwithstanding anything to the contrary set forth herein, all SEC compliance shall be at the Acquiring Parties’ sole cost and expense, which cost and expense shall not negatively impact the calculation in light of the Earn-Out Paymentcircumstances under which they were made, not misleading. (b) From and after the date hereof, each of the Transferor Parties shall (i) provide Parent and its accountants, counsel, agents and employees with such information concerning the Business, (ii) provide Parent and its accountants, counsel, agents and employees with reasonable access, during normal business hours and in a manner as not to interfere with their respective normal business operations, to their respective accounting personnel and independent auditors (and each of the Transferor Parties shall cause such persons to reasonably assist Parent and its accountants, counsel, agents and employees with the preparation of any pro forma financial statements or other financial statements required in connection with a Parent SEC Document) and (iii) as may be required by the independent auditors, deliver representation letters, or cause their legal counsel to deliver audit response letters, to such independent auditors, in each case, as Parent may reasonably require in connection with Parent’s preparation and filing with the SEC of any Parent SEC Documents. In the event that the SEC makes any review or inquiry with respect to information provided by any of the Transferor Parties, including any such inquiry regarding such financial statements, as promptly as practicable after being notified by Parent of such review or inquiry, such Transferor Party will provide such reasonable cooperation and assistance as may be required by Parent in responding to such review or inquiry.