Common use of Parent SEC Documents Clause in Contracts

Parent SEC Documents. (a) Parent and each Parent Subsidiary has filed all forms, reports and documents required to be filed with the SEC (collectively, the “Parent SEC Documents”) since January 1, 2006. The Parent SEC Documents, including all Parent SEC Documents filed after the date of this Agreement, (i) were or will be filed on a timely basis, (ii) were or will be prepared in accordance with the requirements of applicable Law, and (iii) did not at the time they were filed, or will not at the time they are filed, contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading. (b) Each of the consolidated financial statements (including, in each case, any related notes thereto) contained in the Parent SEC Documents, including any Parent SEC Documents filed after the date of this Agreement and prior to or on the Effective Time, have been or will be prepared in accordance with GAAP applied on a consistent basis throughout the periods involved (except as may be indicated in the notes thereto) and each fairly presents in all material respects the consolidated financial position of the Parent and the Parent Subsidiaries as of the respective dates thereof and the consolidated results of its operations and cash flows and changes in financial position for the periods indicated, except that any unaudited interim financial statements do not contain the notes required by GAAP and were or are subject to normal and recurring year-end adjustments, which were not or are not expected to be material in amount, either individually or in the aggregate.

Parent SEC Documents. (a) Parent has made available to Company, or the Electronic Data Gathering, Analysis and each Retrieval (XXXXX) database of the SEC contains in a publicly available format, accurate and complete copies of all registration statements, definitive proxy statements and other statements, reports, schedules, forms and other documents (and all amendments or supplements thereto excluding exhibits thereto) filed or furnished by Parent Subsidiary has filed all forms, reports and documents required to be filed with the SEC since December 30, 2007 (collectively, the “Parent SEC Documents”) ). All statements, reports, schedules, forms and other documents required to have been filed or furnished by Parent with the SEC since January 1December 30, 20062007 have been so filed or furnished. The Parent As of the time it was filed with or furnished to the SEC Documents(or, including all Parent SEC Documents filed after if amended, supplemented or superseded by a filing prior to the date of this Agreement, then on the date of such filing): (i) were each of the Parent SEC Documents complied in all material respects with the applicable requirements of the Securities Act or will be filed on a timely basis, the Exchange Act (as the case may be); and (ii) were or will be prepared in accordance with none of the requirements of applicable Law, and (iii) did not at the time they were filed, or will not at the time they are filed, contain Parent SEC Documents contained any untrue statement of a material fact or omit omitted to state a material fact required to be stated therein or necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading. (b) Each of the consolidated The financial statements (including, in each case, including any related notes theretonotes) contained or incorporated by reference in the Parent SEC Documents, including any Parent : (i) complied as to form in all material respects with the published rules and regulations of the SEC Documents filed after the date of this Agreement and prior to or on the Effective Time, have been or will be applicable thereto; (ii) were prepared in accordance with GAAP applied on a consistent basis throughout the periods involved covered (except as may be indicated in the notes thereto) and each fairly presents to such financial statements or, in all material respects the consolidated financial position case of unaudited statements, as permitted by Form 10-Q of the Parent SEC, and the Parent Subsidiaries as of the respective dates thereof and the consolidated results of its operations and cash flows and changes in financial position for the periods indicated, except that any the unaudited interim financial statements do may not contain the notes required by GAAP footnotes and were or are subject to normal and recurring year-end adjustmentsadjustments that will not, which were not or are not expected to be material in amount, either individually or in the aggregate, be material in amount), and (iii) fairly present in all material respects the financial position of Parent as of the respective dates thereof and the results of operations and cash flows of Parent for the periods covered thereby. (c) Parent maintains effective disclosure controls and procedures required by Rule 13a-15 or 15d-15 under the Exchange Act. Parent maintains a system of internal control over financial reporting (as defined in Rules 13a-15(f) and 15d-15(f) under the Exchange Act) sufficient to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with GAAP.

Parent SEC Documents. (a) Parent and each Parent Subsidiary has filed with the SEC all forms, reports reports, schedules, statements and other documents required to be filed with the SEC by it since January 1, 2001 (collectively, the “"Parent SEC Documents”) since January 1, 2006"). The Parent SEC DocumentsDocuments as of their respective dates or, including all Parent SEC Documents filed after if amended, as of the date of this Agreementthe last such amendment, (i) were or will be filed on a timely basis, (ii) were or will be prepared in accordance with the requirements of applicable Law, and (iii) did not at the time they were filed, or will not at the time they are filed, contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading; and (ii) complied in all material respects with the applicable requirements of the Exchange Act and the Securities Act, as the case may be, and the applicable rules and regulations of the SEC thereunder. No Subsidiary of the Parent is required to make any filings with the SEC. (b) Each of the The consolidated financial statements (including, in each case, any related notes thereto) contained of Parent included in the Parent SEC DocumentsDocuments complied in all material respects with applicable accounting requirements and with the published rules and regulations of the SEC with respect thereto, including any Parent SEC Documents filed after the date of this Agreement and prior to or on the Effective Time, have been or will be were prepared in accordance with GAAP applied on a consistent basis throughout during the periods involved (except as may be indicated in the notes thereto) and each fairly presents presented (subject, in all the case of the unaudited statements, to normal, recurring audit adjustments not material respects in amount) the consolidated financial position of the Parent and the Parent its consolidated Subsidiaries as of at the respective dates thereof and the consolidated results of its their operations and cash flows and changes in financial position for the periods indicatedthen ended. Since January 1, 2001, there has been no material change in the Parent's accounting methods or principles that would be required to be disclosed in the Parent's financial statements in accordance with GAAP, except that any unaudited interim financial statements do not contain as described in the notes required by GAAP and were or are subject to normal and recurring year-end adjustments, which were not or are not expected to be material in amount, either individually or in the aggregatesuch Parent financial statements.

Parent SEC Documents. (a) Parent and each Parent Subsidiary has filed all forms, reports and documents required to be timely filed with or furnished to the SEC (collectively, the “all Parent SEC Documents”) since January 1. As of its Filing date (or, 2006. The Parent SEC Documentsif amended or superseded by a Filing prior to the Execution Date, including all Parent SEC Documents filed after on the date of this Agreementsuch subsequent Filing), each Parent SEC Document (i) were or will be filed on a timely basiscomplied as to form in all material respects with the applicable requirements of the Securities Act, the Exchange Act and the Sarbanes‑Oxley Act and the rules and regulations promulgated thereunder, as the case may be, and (ii) were or will be prepared in accordance with the requirements of applicable Law, and (iii) did not at the time they were filed, or will not at the time they are filed, contain any untrue statement of a material fact or omit to state a any material fact required to be stated therein or necessary in order to make the statements made therein, in the light of the circumstances under which they were made, not misleading. (b) Each Parent SEC Document that is a registration statement, as amended or supplemented, if applicable, filed pursuant to the Securities Act, as of the consolidated financial date such registration statement or amendment became effective, did not contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein not misleading. (including, c) Parent has established and maintains disclosure controls and procedures (as defined in each case, any related notes thereto) contained Rule 13a‑15 under the Exchange Act). Such disclosure controls and procedures are reasonably 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 all such material information is made known to Parent’s principal executive officer and principal financial officer. (d) Parent SEC Documentsand its Subsidiaries have established and maintained a system of internal controls, including any policies and procedures that (i) pertain to the maintenance of records that in reasonable detail accurately and fairly reflect the material transactions and dispositions of the Assets of Parent SEC Documents filed after the date and its Subsidiaries, (ii) provide reasonable assurance that transactions are recorded as necessary to permit preparation of this Agreement and prior to or on the Effective Time, have been or will be prepared Financial Statements in accordance with GAAP applied on a consistent basis throughout GAAP, and that receipts and expenditures of Parent and its Subsidiaries are being made only in accordance with 36 appropriate authorizations of management and the periods involved board of directors of Parent and (except as may be indicated in the notes theretoiii) and each fairly presents in all material respects the consolidated financial position provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use or disposition of the Assets of Parent and its Subsidiaries that could have a material effect on Parent’s consolidated Financial Statements. (e) Since January 1, 2013, no attorney representing Parent has reported to the current board of directors of Parent Subsidiaries as or any committee thereof or to any current director or executive officer of the respective dates thereof and the consolidated results Parent evidence of its operations and cash flows and changes in financial position for the periods indicated, except that any unaudited interim financial statements do not contain the notes required a material violation of United States or other securities Legal Requirements by GAAP and were or are subject to normal and recurring year-end adjustments, which were not or are not expected to be material in amount, either individually or in the aggregateParent.

Parent SEC Documents. (ai) Parent and each Parent Subsidiary has timely filed or furnished all reports, schedules, forms, reports statements and other documents (including exhibits and other information incorporated therein) with the SEC required to be filed or furnished by Parent under the Exchange Act since January 1, 2007 (such documents, together with any documents filed or furnished during such period by Parent with the SEC (collectivelyon a voluntary basis on Current Reports on Form 8-K, the “Parent SEC Documents”) since January 1, 2006). The Each of the Parent SEC Documents, including as of the time of its filing or, if applicable, as of the time of its most recent amendment, complied in all material respects with, to the extent in effect at such time, the requirements of the Securities Act and the Exchange Act applicable to such Parent SEC Document, and none of the Parent SEC Documents when filed after or, if amended, as of the date of this Agreementsuch most recent amendment, (i) were or will be filed on a timely basis, (ii) were or will be prepared in accordance with the requirements of applicable Law, and (iii) did not at the time they were filed, or will not at the time they are filed, contain contained any untrue statement of a material fact or omit omitted to state a material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading. (b) . Each of the consolidated financial statements (including, in each case, any including the related notes theretonotes) contained of Parent included in the Parent SEC DocumentsDocuments (or incorporated therein by reference) complied at the time it was filed or, including any Parent SEC Documents filed after if amended, as of the date of this Agreement such most recent amendment, as to form in all material respects with the applicable accounting requirements and prior to the published rules and regulations of the SEC with respect thereto in effect at the time of such filing or on the Effective Timeamendment, have had been or will be prepared in accordance with GAAP (except, in the case of unaudited statements, as permitted by the rules and regulations of the SEC) applied on a consistent basis throughout during the periods involved (except as may be indicated in the notes thereto) and each fairly presents presented in all material respects the consolidated financial position of the Parent and the Parent its consolidated Subsidiaries as of the respective dates thereof and the consolidated results of its their operations and cash flows and changes in financial position for the periods indicatedthen ended (subject, except that any in the case of unaudited interim financial statements do not contain the notes required by GAAP and were or are subject statements, to normal and recurring year-end audit adjustments). Except as reflected or reserved against in the most recent audited balance sheet of Parent included in Parent SEC Documents filed prior to the date of this Agreement, which were not neither Parent nor any of its Subsidiaries has any material liabilities or are not expected to be material obligations of any nature (whether absolute, accrued, known or unknown, contingent or otherwise), other than (A) liabilities or obligations incurred since June 30, 2009 in amountthe ordinary course of business which, either individually or in the aggregate, have not had and would not reasonably be expected to have a Parent Material Adverse Effect, (B) liabilities or obligations incurred after the date hereof not in violation of this Agreement, (C) liabilities or obligations incurred pursuant to this Agreement and (D) liabilities or obligations not required to be set forth on the consolidated balance sheet of Parent under GAAP. Neither Parent nor any of its Subsidiaries is a party to, or has any commitment to become a party to, any joint venture, off-balance sheet partnership or any similar Contract or arrangement (including any Contract or arrangement relating to any transaction or relationship between or among Parent and any of its Subsidiaries, on the one hand, and any unconsolidated Affiliate, including any structured finance, special purpose or limited purpose entity or person, on the other hand, or any “off-balance sheet arrangement” (as defined in Item 303(a) of Regulation S-K of the SEC)), where the result, purpose or intended effect of such Contract or arrangement is to avoid disclosure of any material transaction involving, or material liabilities of, Parent or any of its Subsidiaries in Parent’s or such Subsidiary’s consolidated financial statements or other Parent SEC Documents. None of the Subsidiaries of Parent are, or have at any time since January 1, 2007 been, subject to the reporting requirements of Section 13(a) or 15(d) of the Exchange Act. (ii) Parent’s disclosure controls and procedures (as defined in Rules 13a-15(e) and 15d-15(e) of the Exchange Act), as required by Rules 13a-15(a) and 15d-15(a) of the Exchange Act, are designed to ensure that material information relating to Parent, including its consolidated Subsidiaries, is made known to the chief executive officer and the chief financial officer of Parent by others within Parent, and to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with GAAP. The chief executive officer and the chief financial officer of Parent have evaluated the effectiveness of Parent’s disclosure controls and procedures and, to the extent required by applicable Law, presented in Parent’s most recent Form 10-K or Form 10-Q, as applicable, or any amendment thereto, their conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by such report or amendment based on such evaluation. The chief executive officer and the chief financial officer of Parent have disclosed, based on their most recent evaluation of Parent’s internal control over financial reporting, to Parent’s auditors and the audit committee of Parent’s Board of Directors (or persons performing the equivalent functions): (A) all significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect Parent’s ability to record, process, summarize and report financial information; and (B) any fraud, whether or not material, that involves management or other employees who have a significant role in Parent’s internal control over financial reporting. (iii) Since January 1, 2007, (i) neither Parent nor any of its Subsidiaries, nor, to the Knowledge of Parent, any director, officer or auditor of Parent or any of its Subsidiaries has received or otherwise had or obtained Knowledge of any credible complaint, allegation, assertion or claim, whether written or oral, regarding a deficiency with the accounting or auditing practices, procedures, methodologies or methods of Parent or any of its Subsidiaries or their respective internal accounting controls reasonably likely to lead to material non-compliance by Parent with GAAP or the Exchange Act, including any material complaint, allegation, assertion or claim that Parent or any of its Subsidiaries has engaged in questionable accounting or auditing practices, which such complaint, allegation, assertion or claim was not publicly disclosed in the Parent SEC Documents or satisfactorily addressed or otherwise cured and (ii) no attorney representing Parent or any of its Subsidiaries, whether or not employed by Parent or any of its Subsidiaries, has reported evidence of a material violation of securities laws, breach of fiduciary duty or similar violation by Parent or any of its Subsidiaries or their respective officers, directors, employees or agents to the Board of Directors of Parent or any committee thereof.

Parent SEC Documents. (a) Parent and each Parent Subsidiary has Holding have filed all forms, reports reports, filings, registration statements and other documents required to be filed by it with the SEC since July 20, 2001. (collectivelyb) As of its filing date, the “each Parent SEC Documents”Document complied as to form in all material respects with the applicable requirements of the Securities Act and/or the Exchange Act, as the case may be. (c) since January 1, 2006. The No Parent SEC DocumentsDocument filed since July 20, including all Parent SEC Documents filed after 2001 pursuant to the date Exchange Act contained, as of this Agreementits filing date, (i) were or will be filed on a timely basis, (ii) were or will be prepared in accordance with the requirements of applicable Law, and (iii) did not at the time they were filed, or will not at the time they are filed, contain any untrue statement of a material fact or omit omitted to state a any material fact required to be stated therein or necessary in order to make the statements made therein, in the light of the circumstances under which they were made, not misleading. No Parent SEC Document, as amended or supplemented, if applicable, filed since July 20, 2001 pursuant to the Securities Act contained, as of the date on which the document or amendment became effective, any untrue statement of a material fact or omitted to state any material fact required to be stated therein or necessary to make the statements therein not misleading. (bd) Each of the audited consolidated financial statements (including, in each case, any related notes thereto) contained and unaudited consolidated interim financial statements of Parent and Holding included in the Parent SEC Documents, including any Parent SEC Documents filed after the date of this Agreement and prior to or on the Effective Time, have been or will be were prepared in accordance conformity with GAAP applied on a consistent basis throughout the periods involved (except as may be indicated in the notes thereto) throughout the periods involved, and each fairly presents presents, in all material respects respects, the consolidated financial position of the Holding, Parent and the Parent their consolidated Subsidiaries as of the respective dates thereof and the their consolidated results of its operations and cash flows and changes in financial position for the periods indicated, except that then ended (subject to normal year-end adjustments in the case of any unaudited interim financial statements do not contain statements). (e) Section 5.5 of the notes required by GAAP Holding, Parent and were or are subject to normal Acquiror Disclosure Schedule sets forth the unaudited consolidated balance sheet and recurring yearstatement of operations of Holding and its Subsidiaries as of and for the 3-end adjustmentsmonth period ended December 31, which were not or are not expected to be material in amount, either individually or 2002 (the “Most Recent Holding Financial Statements”). The financial information included in the aggregateMost Recent Holding Financial Statements has been prepared in accordance with GAAP.

Parent SEC Documents. (aExcept as listed in Section 3.2(d) of the Parent and each Disclosure Memorandum, Parent Subsidiary has timely filed all reports, schedules, forms, reports statements and other documents (including exhibits and other information incorporated therein) with the SEC required to be filed with the SEC (collectively, the “by Parent SEC Documents”) since January 1, 20061999 (the "PARENT SEC DOCUMENTS"). The Parent SEC DocumentsNone of Parent's Subsidiaries is required to file any form, including all Parent SEC Documents filed after report, registration statement, prospectus or other document with the SEC. As of their respective dates (and, if amended or superseded by a filing prior to the date of this AgreementAgreement or the Closing Date, (i) were or will be filed then on a timely basisthe date of such filing), (ii) were or will be prepared the Parent SEC Documents complied in accordance all material respects with the requirements of applicable Lawthe Securities Act or the Exchange Act, as the case may be, and (iii) did not at none of the time they were filed, or will not at the time they are filed, contain Parent SEC Documents contained any untrue statement of a material fact or omit omitted to state a material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading. (b) Each . The Parent SEC Documents filed since December 31, 2000, together with any public announcements in a Dow Jones Xxxx Release made by Parent after the date hereof taken as a whole, as of the consolidated Effective Time will not contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances existing as of the Effective Time, not misleading. The financial statements (including, in each case, any including the related notes theretonotes) contained of Parent included in the Parent SEC Documents, including any Parent as of their respective dates, complied in all material respects with applicable accounting requirements and the published rules and regulations of the SEC Documents filed after the date of this Agreement and prior to or on the Effective Timewith respect thereto, have been or will be were prepared in accordance with GAAP applied on a consistent basis throughout during the periods involved (except as may be indicated in the notes thereto) and each (except as amended or superseded by a filing prior to the date of this Agreement) fairly presents in all material respects presented the consolidated financial position of the Parent and the Parent its consolidated Subsidiaries as of the respective dates thereof and the consolidated results of its their operations and cash flows and changes in financial position for the periods indicatedthen ended (subject, except that any in the case of unaudited interim financial statements do not contain the notes required by GAAP and were or are subject statements, to normal and recurring year-end adjustments, which were audit adjustments not or are not expected to be material in amount). Except (i) as set forth in the Parent SEC Documents filed since December 31, either 2000 and (ii) for liabilities set forth in this Agreement, neither Parent nor any of its Subsidiaries has any liabilities or obligations of any nature (whether accrued, absolute, contingent or otherwise) which, individually or in the aggregate, would reasonably be expected to have a Material Adverse Effect on Parent. For purposes of this Agreement, a "FILED PARENT SEC DOCUMENT" shall mean a Parent SEC Document filed by Parent and publicly available prior to the date of this Agreement.

Parent SEC Documents. (aExcept as listed in Section 3.2(c) of the -------------------- Parent and each Disclosure Memorandum, Parent Subsidiary has timely filed all reports, schedules, forms, reports statements and other documents (including exhibits and other information incorporated therein) with the SEC required to be filed with by the SEC (collectively, the “Parent SEC Documents”) since January 1, 20061999 (the "PARENT SEC DOCUMENTS"). The No -------------------- Parent SEC DocumentsSubsidiary is required to file any form, including all Parent SEC Documents filed after report, registration statement, prospectus or other document with the SEC. As of their respective dates (and, if amended or superseded by a filing prior to the date of this AgreementAgreement or the Closing Date, (i) were or will be filed then on a timely basisthe date of such filing), (ii) were or will be prepared the Parent SEC Documents complied in accordance all material respects with the requirements of applicable Lawthe Securities Act or the Exchange Act, as the case may be and (iii) did not at none of the time they were filed, or will not at the time they are filed, contain Parent SEC Documents contained any untrue statement of a material fact or omit omitted to state a material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading. (b) Each . The Parent SEC Documents filed since December 31, 2000, together with any public announcements in a Dow Xxxxx News Release made by Parent after the date hereof taken as a whole, as of the consolidated Effective Time will not contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances existing as of the Effective Time, not misleading. The financial statements (including, in each case, any including the related notes theretonotes) contained of Parent included in the Parent SEC Documents, including any Parent as of their respective dates, complied in all material respects with applicable accounting requirements and the published rules and regulations of the SEC Documents filed after the date of this Agreement and prior to or on the Effective Timewith respect thereto, have been or will be were prepared in accordance with GAAP applied on a consistent basis throughout during the periods involved (except as may be indicated in the notes thereto) and each (except as amended or superseded by a filing prior to the date of this Agreement) fairly presents in all material respects presented the consolidated financial position of the Parent and the Parent its consolidated Subsidiaries as of the respective dates thereof and the consolidated results of its their operations and cash flows and changes in financial position for the periods indicatedthen ended (subject, except that any in the case of unaudited interim financial statements do not contain the notes required by GAAP and were or are subject statements, to normal and recurring year-end adjustments, which were audit adjustments not or are not expected to be material in amount). Except (i) as set forth in the Parent SEC Documents filed since December 31, either 2000 and (ii) for liabilities set forth in this Agreement, neither Parent nor any of its Subsidiaries has any liabilities or obligations of any nature (whether accrued, absolute, contingent or otherwise) which, individually or in the aggregate, would reasonably be expected to have a Material Adverse Effect on Parent. For purposes of this Agreement, a "FILED PARENT SEC ---------------- DOCUMENT" shall mean a Parent SEC Document filed by Parent and publicly -------- available prior to the date of this Agreement.

Parent SEC Documents. (aExcept as listed in Section 3.2(c) of the Parent and each Disclosure Memorandum, Parent Subsidiary has timely filed all reports, schedules, forms, reports statements and other documents (including exhibits and other information incorporated therein) with the SEC required to be filed with by the SEC (collectively, the “Parent SEC Documents”) since January 1, 20061999 (the "PARENT SEC DOCUMENTS"). The No Parent SEC DocumentsSubsidiary is required to file any form, including all Parent SEC Documents filed after report, registration statement, prospectus or other document with the SEC. As of their respective dates (and, if amended or superseded by a filing prior to the date of this AgreementAgreement or the Closing Date, (i) were or will be filed then on a timely basisthe date of such filing), (ii) were or will be prepared the Parent SEC Documents complied in accordance all material respects with the requirements of applicable Lawthe Securities Act or the Exchange Act, as the case may be and (iii) did not at none of the time they were filed, or will not at the time they are filed, contain Parent SEC Documents contained any untrue statement of a material fact or omit omitted to state a material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading. (b) Each . The Parent SEC Documents filed since December 31, 2000, together with any public announcements in a Dow Xxxxx News Release made by Parent after the date hereof taken as a whole, as of the consolidated Effective Time will not contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances existing as of the Effective Time, not misleading. The financial statements (including, in each case, any including the related notes theretonotes) contained of Parent included in the Parent SEC Documents, including any Parent as of their respective dates, complied in all material respects with applicable accounting requirements and the published rules and regulations of the SEC Documents filed after the date of this Agreement and prior to or on the Effective Timewith respect thereto, have been or will be were prepared in accordance with GAAP applied on a consistent basis throughout during the periods involved (except as may be indicated in the notes thereto) and each (except as amended or superseded by a filing prior to the date of this Agreement) fairly presents in all material respects presented the consolidated financial position of the Parent and the Parent its consolidated Subsidiaries as of the respective dates thereof and the consolidated results of its their operations and cash flows and changes in financial position for the periods indicatedthen ended (subject, except that any in the case of unaudited interim financial statements do not contain the notes required by GAAP and were or are subject statements, to normal and recurring year-end adjustments, which were audit adjustments not or are not expected to be material in amount). Except (i) as set forth in the Parent SEC Documents filed since December 31, either 2000 and (ii) for liabilities set forth in this Agreement, neither Parent nor any of its Subsidiaries has any liabilities or obligations of any nature (whether accrued, absolute, contingent or otherwise) which, individually or in the aggregate, would reasonably be expected to have a Material Adverse Effect on Parent. For purposes of this Agreement, a "FILED PARENT SEC DOCUMENT" shall mean a Parent SEC Document filed by Parent and publicly available prior to the date of this Agreement.

Parent SEC Documents. (aExcept as listed in Section 3.2(d) of the Parent and each Disclosure Memorandum, Parent Subsidiary has timely filed all reports, schedules, forms, reports statements and other documents (including exhibits and other information incorporated therein) with the SEC required to be filed with the SEC (collectively, the “by Parent SEC Documents”) since January 1, 2006. The 1999 (the "Parent SEC Documents"). None of Parent's Subsidiaries is required to file any form, including all Parent SEC Documents filed after report, registration statement, prospectus or other document with the SEC. As of their respective dates (and, if amended or superseded by a filing prior to the date of this AgreementAgreement or the Closing Date, (i) were or will be filed then on a timely basisthe date of such filing), (ii) were or will be prepared the Parent SEC Documents complied in accordance all material respects with the requirements of applicable Lawthe Securities Act or the Exchange Act, as the case may be, and (iii) did not at none of the time they were filed, or will not at the time they are filed, contain Parent SEC Documents contained any untrue statement of a material fact or omit omitted to state a material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading. (b) Each . The Parent SEC Documents filed since December 31, 2000, together with any public announcements in a Dow Xxxxx News Release made by Parent after the date hereof taken as a whole, as of the consolidated Effective Time will not contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances existing as of the Effective Time, not misleading. The financial statements (including, in each case, any including the related notes theretonotes) contained of Parent included in the Parent SEC Documents, including any Parent as of their respective dates, complied in all material respects with applicable accounting requirements and the published rules and regulations of the SEC Documents filed after the date of this Agreement and prior to or on the Effective Timewith respect thereto, have been or will be were prepared in accordance with GAAP applied on a consistent basis throughout during the periods involved (except as may be indicated in the notes thereto) and each (except as amended or superseded by a filing prior to the date of this Agreement) fairly presents in all material respects presented the consolidated financial position of the Parent and the Parent its consolidated Subsidiaries as of the respective dates thereof and the consolidated results of its their operations and cash flows and changes in financial position for the periods indicatedthen ended (subject, except that any in the case of unaudited interim financial statements do not contain the notes required by GAAP and were or are subject statements, to normal and recurring year-end adjustments, which were audit adjustments not or are not expected to be material in amount). Except (i) as set forth in the Parent SEC Documents filed since December 31, either 2000 and (ii) for liabilities set forth in this Agreement, neither Parent nor any of its Subsidiaries has any liabilities or obligations of any nature (whether accrued, absolute, contingent or otherwise) which, individually or in the aggregate., would reasonably be expected to have a Material Adverse Effect on Parent. For purposes of this

Parent SEC Documents. (a) Except as set forth on Schedule 3.10, Parent and each has timely filed ------------- with the Commission all Parent Subsidiary has filed all forms, reports and documents SEC Documents which were required to be filed by it with the SEC (collectivelyCommission and AMEX since September 29, the “Parent SEC Documents”) since January 11996. Schedule 3.10 sets ------------- forth a true, 2006. The Parent SEC Documents, including complete and correct list of all Parent SEC Documents filed after by the date of this AgreementCompany since September 29, (i) were or will be filed on a timely basis, (ii) were or will be prepared in accordance with the requirements of applicable Law1996, and (iii) did not at the time respective dates they were filed. (b) Each Parent SEC Document previously filed by Parent complies with all applicable requirements of the Securities Act, the Exchange Act or will the AMEX rules, as the case may be, and, when filed with the SEC, did not at the time they are filed, contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading. (b) Each . The financial statements of Parent and its Subsidiaries included in each Parent SEC Document filed by Parent complied as to form, as of the consolidated financial statements (includingdates of its filing with the Commission, in each casewith applicable accounting requirements and the published rules and regulations of the Commission with respect thereto, any related notes thereto) contained in the Parent SEC Documents, including any Parent SEC Documents filed after the date of this Agreement and prior to or on the Effective Time, have been or will be were prepared in accordance with GAAP applied on a consistent basis throughout the periods involved (except as may be indicated except, in the notes theretocase of unaudited statements, as permitted by the Commission) and each fairly presents in all material respects present the consolidated financial position of the Parent and the Parent Subsidiaries its subsidiaries as of the respective dates thereof and the consolidated results of its their operations and cash flows and changes in financial position for the periods indicatedthen ended (subject, except that any in the case of unaudited interim financial statements do not contain the notes required by GAAP and were or are subject statements, to normal and recurring year-end adjustments, which were not or are not expected to be audit adjustments consistent with past practices and consistently applied). (c) All material in amount, either individually or information regarding the "Year 2000" issue is fully and adequately disclosed in the aggregateParent SEC Documents with respect to Parent and its Subsidiaries.

Parent SEC Documents. (a) Parent and each Parent Subsidiary has timely filed all reports, schedules, forms, reports statements and other documents (including exhibits and other information incorporated therein) with the SEC required to be filed with by the SEC (collectively, the “Parent SEC Documents”) Company since January 1, 20061999 (the "Parent SEC Documents"). The As of their respective dates, the Parent SEC Documents complied in all material respects with the requirements of the Securities Act or the Exchange Act, as the case may be, and the rules and regulations of the SEC promulgated thereunder applicable to such Parent SEC Documents, including all and none of the Parent SEC Documents filed after the date of this Agreement, (i) were or will be filed on a timely basis, (ii) were or will be prepared in accordance with the requirements of applicable Law, and (iii) did not at the time they were filed, or will not at the time they are filed, contain contained any untrue statement of a material fact or omit omitted to state a material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading. (b) Each . Except to the extent that information contained in any Parent SEC Document has been revised or superseded by a later-filed SEC Document filed by Parent and publicly available prior to the date of this Agreement, none of the consolidated Parent SEC Documents contains any untrue statement of a material fact or omits to state any material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading. The financial statements (including, in each case, any related notes thereto) contained of Parent included in the Parent SEC Documents, including any Parent Documents comply in all material respects with applicable accounting requirements and the published rules and regulations of the SEC Documents filed after the date of this Agreement and prior to or on the Effective Timewith respect thereto, have been or will be prepared in accordance with GAAP applied on a consistent basis throughout during the periods involved (except as may be indicated in the notes thereto) and each fairly presents in all material respects present the consolidated financial position of the Parent and the Parent Subsidiaries its consolidated subsidiaries as of the respective dates thereof and the consolidated results of its their operations and cash flows and changes in financial position for the periods indicatedthen ended (subject, except that any in the case of unaudited interim financial statements do not contain the notes required by GAAP and were or are subject statements, to normal and recurring year-end adjustments, which were audit adjustments not or are not expected to be material in amount). Except (i) as set forth in the most recent financial statements included in the Parent SEC Documents or (ii) for liabilities incurred in connection with this Agreement, either neither Parent nor any of its subsidiaries has any liabilities or obligations of any nature (whether accrued, absolute, contingent or otherwise) which, individually or in the aggregate, are reasonably likely to have a Material Adverse Effect.

Parent SEC Documents. (a) Parent and each Parent Subsidiary has Holding have filed all forms, reports reports, filings, registration statements and other documents required to be filed by it with the SEC since July 20, 2001. (collectivelyb) As of its filing date, the “each Parent SEC Documents”Document complied as to form in all material respects with the applicable requirements of the Securities Act and/or the Exchange Act, as the case may be. (c) since January 1, 2006. The No Parent SEC DocumentsDocument filed since July 20, including all Parent SEC Documents filed after 2001 pursuant to the date Exchange Act contained, as of this Agreementits filing date, (i) were or will be filed on a timely basis, (ii) were or will be prepared in accordance with the requirements of applicable Law, and (iii) did not at the time they were filed, or will not at the time they are filed, contain any untrue statement of a material fact or omit omitted to state a any material fact required to be stated therein or necessary in order to make the statements made therein, in the light of the circumstances under which they were made, not misleading. No Parent SEC Document, as amended or supplemented, if applicable, filed since July 20, 2001 pursuant to the Securities Act contained, as of the date on which the document or amendment became effective, any untrue statement of a material fact or omitted to state any material fact required to be stated therein or necessary to make the statements therein not misleading. (bd) Each of the audited consolidated financial statements (including, in each case, any related notes thereto) contained and unaudited consolidated interim financial statements of Parent and Holding included in the Parent SEC Documents, including any Parent SEC Documents filed after the date of this Agreement and prior to or on the Effective Time, have been or will be were prepared in accordance conformity with GAAP applied on a consistent basis throughout the periods involved (except as may be indicated in the notes thereto) throughout the periods involved, and each fairly presents presents, in all material respects respects, the consolidated financial position of the Holding, Parent and the Parent their consolidated Subsidiaries as of the respective dates thereof and the their consolidated results of its operations and cash flows and changes in financial position for the periods indicated, except that then ended (subject to normal year-end adjustments in the case of any unaudited interim financial statements do not contain statements). (e) Section 5.5 of the notes required by GAAP Holding, Parent and were or are subject to normal Acquiror Disclosure Schedule sets forth the unaudited consolidated balance sheet and recurring yearstatement of operations of Holding and its Subsidiaries as of and for the 3-end adjustmentsmonth period ended December 31, which were not or are not expected to be material in amount, either individually or 2002 (the "MOST RECENT HOLDING FINANCIAL STATEMENTS"). The financial information included in the aggregateMost Recent Holding Financial Statements has been prepared in accordance with GAAP.