Common use of Parent SEC Documents Clause in Contracts

Parent SEC Documents. The Parent has filed all reports, schedules, forms, statements and other documents required to be filed by it under the Exchange Act, including pursuant to Section 13(a) or 15(d) thereof, since January 1, 2008 (the foregoing materials, including the exhibits thereto and documents incorporated by reference therein, being collectively referred to herein as the “SEC Reports”) on a timely basis or has received a valid extension of such time of filing and has filed any such SEC Reports prior to the expiration of any such extension. As of their respective dates, the SEC Reports complied in all material respects with the requirements of the Exchange Act and the rules and regulations of the SEC promulgated thereunder, and none of the SEC Reports, when filed, contained any untrue statement of a material fact or omitted to state a material fact required to be stated therein or necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading. The financial statements of the Parent included in the SEC Reports comply in all material respects with applicable accounting requirements and the rules and regulations of the SEC with respect thereto as in effect at the time of filing. Such financial statements have been prepared in accordance with United States generally accepted accounting principles (“U.S. GAAP”) applied on a consistent basis during the periods involved, except as may be otherwise specified in such financial statements or the notes thereto and except that unaudited financial statements may not contain all footnotes required by U.S. GAAP, and fairly present in all material respects the financial position of the Parent as of and for the dates thereof and the results of operations and cash flows for the periods then ended, subject, in the case of unaudited statements, to normal year-end audit adjustments.

Parent SEC Documents. The Parent has timely filed with the Commission all forms, reports, schedules, forms, statements and other documents required to be filed by it since December 31, 2001 under the Exchange ActAct or the Securities Act (such documents, including pursuant to Section 13(a) as supplemented and amended since the time of filing, collectively, the “Parent SEC Documents”). The Parent SEC Documents, including, without limitation, any financial statements or 15(d) thereof, since January 1, 2008 (the foregoing materials, including the exhibits thereto and documents schedules included or incorporated by reference therein, being collectively referred to herein as at the “SEC Reports”) time filed (and, in the case of registration statements and proxy statements, on a timely basis or has received a valid extension the dates of such time of filing and has filed any such SEC Reports prior to the expiration of any such extension. As of their respective dates, the SEC Reports complied in all material respects with the requirements of the Exchange Act effectiveness and the rules and regulations dates of the SEC promulgated thereundermailing, and none of the SEC Reports, when filed, contained respectively) (a) did not contain any untrue statement of a material fact or omitted omit to state a material fact required to be stated therein or necessary in order to make the statements thereintherein (and in the case of any prospectus, in the light of the circumstances under which they were made), not misleading, and (b) complied in all material respects with the applicable requirements of the Exchange Act and the Securities Act, as the case may be. The financial statements of the Parent included in the Parent SEC Reports comply Documents at the time filed (and, in the case of registration statements and proxy statements, on the dates of effectiveness and the dates of mailing, respectively) complied as to form in all material respects with applicable accounting requirements and with the published rules and regulations of the SEC Commission with respect thereto as in effect at the time of filing. Such financial statements have been thereto, were prepared in accordance with United States generally accepted accounting principles (“U.S. GAAP”) applied on a consistent basis during the periods involved, involved (except as may be otherwise specified indicated in such financial statements or the notes thereto and except that or, in the case of unaudited financial statements may not contain all footnotes required statements, as permitted by U.S. GAAPForm 10-Q of the Commission), and fairly present presented (subject, in the case of the unaudited interim financial statements, to normal, recurring year-end audit adjustments consistent with past practice), in all material respects respects, the consolidated financial position of the Parent and its consolidated subsidiaries as of and for at the dates thereof and the consolidated results of their operations and cash flows for the periods then ended. No subsidiary of Parent is or has been subject to the periodic reporting requirements of the Exchange Act or required to file any form, subjectreport or other document with the Commission, in the case of unaudited statementsNasdaq Stock Market, to normal year-end audit adjustmentsInc., any stock exchange or any other comparable Governmental Authority.

Parent SEC Documents. The Parent has timely filed with the Commission all forms, registrations and proxy statements, reports, schedules, forms, schedules and statements and other documents required to be filed by it since December 31, 1996 under the Exchange Act, including pursuant to Section 13(a) or 15(d) thereof, since January 1, 2008 (the foregoing materials, including the exhibits thereto and documents incorporated by reference therein, being collectively referred to herein as the “SEC Reports”) on a timely basis or has received a valid extension of such time of filing and has filed any such SEC Reports prior to the expiration of any such extension. As of their respective dates, the SEC Reports complied in all material respects with the requirements of the Securities Exchange Act and of 1934, as amended (together with the rules and regulations of the SEC promulgated thereunder, "Exchange Act") or the Securities Act of 1933, as amended ("Securities Act") (all documents filed since such date, collectively, "Parent SEC Documents"). The Parent SEC Documents, including, without limitation, any financial statements or schedules included therein, at the time filed (in the case of registration statements and none proxy statements, solely on the dates of effectiveness and the SEC Reportsdates of mailing, when filed, contained respectively) (i) did not contain any untrue statement of a material fact or omitted omit to state a material fact required to be stated therein or necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading, and (ii) complied in all material respects with the applicable requirements of the Exchange Act and the Securities Act, as the case may be. The financial statements of the Parent included in the Parent SEC Reports comply Documents at the time filed (and, in the case of registration statements and proxy statements, on the date of effectiveness and the date of mailing, respectively) complied as to form in all material respects with applicable accounting requirements and with the published rules and regulations of the SEC Commission with respect thereto as in effect at the time of filing. Such financial statements have been thereto, were prepared in accordance with United States generally accepted accounting principles (“U.S. GAAP”) applied on a consistent basis during the periods involved, involved (except as may be otherwise specified indicated in such financial statements or the notes thereto and except that or, in the case of unaudited financial statements may not contain all footnotes required statements, as permitted by U.S. GAAPForm 10-Q of the Commission), and fairly present (subject in the case of unaudited statements to normal, recurring and year-end audit adjustments) in all material respects the consolidated financial position of the Parent as of and for at the dates thereof and the consolidated results of its operations and cash flows for the periods then ended, subject, in the case of unaudited statements, to normal year-end audit adjustments.

Parent SEC Documents. The Each of Parent and the Material Parent Subsidiaries has timely filed with the Commission all forms, reports, schedules, formsstatements, statements exhibits and other documents required to be filed by it since June 23, 1997, under the Exchange Act, including pursuant to Section 13(a) or 15(d) thereof, since January 1, 2008 (the foregoing materials, including the exhibits thereto and documents incorporated by reference therein, being collectively referred to herein as the “SEC Reports”) on a timely basis or has received a valid extension of such time of filing and has filed any such SEC Reports prior to the expiration of any such extension. As of their respective dates, the SEC Reports complied in all material respects with the requirements of the Securities Exchange Act and of 1934, as amended (together with the rules and regulations thereunder, the "Exchange Act") or the Securities Act (such documents, as supplemented and amended since the time of filing, together with Parent's Registration Statement on Form S-1 under the Securities Act, No. 333-24641 (the "Registration Statement"), collectively, the "Parent SEC Documents"). The Parent SEC Documents, including, without limitation, any financial statements or schedules included therein, at the time filed (and, in the case of the SEC promulgated thereunderRegistration Statement, and none on the date of the SEC Reports, when filed, contained effectiveness thereof) (a) did not contain any untrue statement of a material fact or omitted omit to state a material fact required to be stated therein or necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading. The financial statements of the Parent included in the SEC Reports comply , and (b) complied in all material respects with the applicable accounting requirements of the Exchange Act and the rules and regulations of Securities Act, as the SEC with respect thereto as in effect at the time of filingcase may be. Such The financial statements have been (including the related notes) of Parent included in the Parent SEC Documents were prepared in accordance with United States generally accepted accounting principles consistently applied (“U.S. "GAAP”") applied on a consistent basis during the periods involved, involved (except as may be otherwise specified indicated in such financial statements or the notes thereto and except that unaudited financial statements may not contain all footnotes required by U.S. GAAPthereto), and fairly present (subject in all material respects the case of unaudited statements to the absence of notes and to normal, recurring and year-end audit adjustments) the consolidated financial position of the Parent as of and for the dates thereof and the consolidated results of its operations and cash flows for the periods then ended, subject, in the case of unaudited statements, to normal year-end audit adjustments.

Parent SEC Documents. The Parent has filed with the Securities and Exchange Commission (the "COMMISSION") all forms, reports, schedules, forms, statements and other documents required to be filed by it since December 31, 2001 under the Exchange Act, including pursuant to Section 13(a) or 15(d) thereof, since January 1, 2008 (the foregoing materials, including the exhibits thereto and documents incorporated by reference therein, being collectively referred to herein as the “SEC Reports”) on a timely basis or has received a valid extension of such time of filing and has filed any such SEC Reports prior to the expiration of any such extension. As of their respective dates, the SEC Reports complied in all material respects with the requirements of the Securities Exchange Act and of 1934, as amended (together with the rules and regulations of the SEC promulgated thereunder, the "EXCHANGE ACT"), or the Securities Act of 1933, as amended (together with the rules and none regulations thereunder, the "SECURITIES ACT") (such documents, as supplemented and amended since the time of filing, collectively, the "PARENT SEC ReportsDOCUMENTS"). The Parent SEC Documents, when filedincluding any financial statements or schedules included in the Parent SEC Documents, contained at the time filed (and, in the case of registration statements and proxy statements, on the dates of effectiveness and the dates of mailing, respectively, and, in the case of any Parent SEC Document amended or superseded by a filing prior to the date of this Agreement, then on the date of such amending or superseding filing) (a) did not contain any untrue statement of a material fact or omitted omit to state a material fact required to be stated therein or necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading, and (b) complied in all material respects with the applicable requirements of the Exchange Act and the Securities Act, as the case may be. The financial statements of the Parent included in the Parent SEC Reports comply Documents at the time filed (and, in the case of registration statements and proxy statements, on the dates of effectiveness and the dates of mailing, respectively, and, in the case of any Parent SEC Document amended or superseded by a filing prior to the date of this Agreement, then on the date of such amending or superseding filing) complied as to form in all material respects with applicable accounting requirements and with the published rules and regulations of the SEC Commission with respect thereto as in effect at the time of filing. Such financial statements have been thereto, were prepared in accordance with United States generally accepted accounting principles (“U.S. "GAAP”") applied on a consistent basis during the periods involved, involved (except as may be otherwise specified indicated in such financial statements or the notes thereto and except that or, in the case of unaudited financial statements may not contain all footnotes required statements, as permitted by U.S. GAAPForm 10-Q of the Commission), and fairly present in all material respects the financial position of the Parent as of and for the dates thereof and the results of operations and cash flows for the periods then ended, (subject, in the case of unaudited statements, to normal year-end normal, recurring audit adjustments) the consolidated financial position of Parent and its consolidated subsidiaries as at the dates thereof and the consolidated results of their operations and cash flows for the periods then ended.

Parent SEC Documents. The Parent has filed with the Securities and Exchange Commission (the "COMMISSION") all forms, reports, schedules, forms, statements and other documents required to be filed by it since October 2, 2001 under the Exchange Act, including pursuant to Section 13(a) or 15(d) thereof, since January 1, 2008 (the foregoing materials, including the exhibits thereto and documents incorporated by reference therein, being collectively referred to herein as the “SEC Reports”) on a timely basis or has received a valid extension of such time of filing and has filed any such SEC Reports prior to the expiration of any such extension. As of their respective dates, the SEC Reports complied in all material respects with the requirements of the Securities Exchange Act and of 1934, as amended (together with the rules and regulations of the SEC promulgated thereunder, the "EXCHANGE ACT"), or the Securities Act (such documents, as supplemented and none amended since the time of filing, collectively, the "PARENT SEC ReportsDOCUMENTS"). The Parent SEC Documents, when filedincluding any financial statements or schedules included in the Parent SEC Documents, contained at the time filed (and, in the case of registration statements and proxy statements, on the dates of effectiveness and the dates of mailing, respectively, and, in the case of any Parent SEC Document amended or superseded by a filing prior to the date of this Agreement, then on the date of such amending or superseding filing) (a) did not contain any untrue statement of a material fact or omitted omit to state a material fact required to be stated therein or necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading, and (b) complied in all material respects with the applicable requirements of the Exchange Act and the Securities Act, as the case may be. The financial statements of the Parent included in the Parent SEC Reports comply Documents at the time filed (and, in the case of registration statements and proxy statements, on the dates of effectiveness and the dates of mailing, respectively, and, in the case of any Parent SEC Document amended or superseded by a filing prior to the date of this Agreement, then on the date of such amending or superseding filing) complied as to form in all material respects with applicable accounting requirements and with the published rules and regulations of the SEC Commission with respect thereto as in effect at the time of filing. Such financial statements have been thereto, were prepared in accordance with United States generally accepted accounting principles (“U.S. "GAAP”") applied on a consistent basis during the periods involved, involved (except as may be otherwise specified indicated in such financial statements or the notes thereto and except that or, in the case of unaudited financial statements may not contain all footnotes required statements, as permitted by U.S. GAAPForm 10-Q of the Commission), and fairly present in all material respects the financial position of the Parent as of and for the dates thereof and the results of operations and cash flows for the periods then ended, (subject, in the case of unaudited statements, to normal year-end normal, recurring audit adjustments) the consolidated financial position of Parent and its consolidated subsidiaries as at the dates thereof and the consolidated results of their operations and cash flows for the periods then ended.

Parent SEC Documents. The Parent has timely filed with the -------------------- Commission all forms, reports, schedules, forms, statements and other documents required to be filed by it since December 31, 1994 under the Exchange ActAct or the Securities Act (such documents, including pursuant to Section 13(a) as supplemented and amended since the time of filing, collectively, the "Parent SEC Documents"). The Parent SEC Documents, including, without limitation, any financial statements or 15(d) thereof, since January 1, 2008 (the foregoing materials, including the exhibits thereto and documents incorporated by reference schedules included therein, being collectively referred to herein as at the “SEC Reports”) time filed (and, in the case of registration statements and proxy statements, on a timely basis or has received a valid extension the dates of such time of filing and has filed any such SEC Reports prior to the expiration of any such extension. As of their respective dates, the SEC Reports complied in all material respects with the requirements of the Exchange Act effectiveness and the rules and regulations dates of the SEC promulgated thereundermailing, and none of the SEC Reports, when filed, contained respectively) (a) did not contain any untrue statement of a material fact or omitted omit to state a material fact required to be stated therein or necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading, and (b) except as set forth in Section 4.8 to the Parent Disclosure Schedule, complied in all material respects with the applicable requirements of the Exchange Act and the Securities Act, as the case may be. The financial statements of the Parent included in the Parent SEC Reports comply Documents at the time filed (and, in the case of registration statements and proxy statements, on the dates of effectiveness and the dates of mailing, respectively) complied as to form in all material respects with applicable accounting requirements and with the published rules and regulations of the SEC Commission with respect thereto as in effect at the time of filing. Such financial statements have been thereto, were prepared in accordance with United States generally accepted accounting principles (“U.S. GAAP”) applied on a consistent basis during the periods involved, involved (except as may be otherwise specified indicated in such financial statements or the notes thereto and except that or, in the case of unaudited financial statements may not contain all footnotes required statements, as permitted by U.S. GAAPForm 10-Q of the Commission), and fairly present (subject, in the case of the unaudited interim financial statements, to normal, recurring year-end audit adjustments consistent with past practices), in all material respects respects, the consolidated financial position of the Parent and its consolidated subsidiaries as of and for at the dates thereof and the consolidated results of their operations and cash flows for the periods then ended, subject, in the case of unaudited statements, to normal year-end audit adjustments.

Parent SEC Documents. The Parent has timely filed with the Commission all forms, reports, schedules, forms, statements and other documents required to be filed by it since November 10, 1999 under the Exchange ActAct or the Securities Act (such documents, including pursuant to Section 13(a) as supplemented and amended since the time of filing, collectively, the "Parent SEC Documents"). The Parent SEC Documents, including, without limitation, any financial statements or 15(d) thereof, since January 1, 2008 (the foregoing materials, including the exhibits thereto and documents schedules included or incorporated by reference therein, being collectively referred to herein as at the “SEC Reports”) time filed (and, in the case of registration statements and proxy statements, on a timely basis or has received a valid extension the dates of such time of filing and has filed any such SEC Reports prior to the expiration of any such extension. As of their respective dates, the SEC Reports complied in all material respects with the requirements of the Exchange Act effectiveness and the rules and regulations dates of the SEC promulgated thereundermailing, and none of the SEC Reports, when filed, contained respectively) (a) did not contain any untrue statement of a material fact or omitted omit to state a material fact required to be stated therein or necessary in order to make the statements thereintherein (and in the case of any prospectus, in the light of the circumstances under which they were made), not misleading, and (b) complied in all material respects with the applicable requirements of the Exchange Act and the Securities Act, as the case may be. The financial statements of the Parent included in the Parent SEC Reports comply Documents at the time filed (and, in the case of registration statements and proxy statements, on the dates of effectiveness and the dates of mailing, respectively) complied as to form in all material respects with applicable accounting requirements and with the published rules and regulations of the SEC Commission with respect thereto as in effect at the time of filing. Such financial statements have been thereto, were prepared in accordance with United States generally accepted accounting principles (“U.S. GAAP”) applied on a consistent basis during the periods involved, involved (except as may be otherwise specified indicated in such financial statements or the notes thereto and except that or, in the case of unaudited financial statements may not contain all footnotes required statements, as permitted by U.S. GAAPForm 10-Q of the Commission), and fairly present presented (subject, in the case of the unaudited interim financial statements, to normal, recurring year-end audit adjustments consistent with past practice), in all material respects respects, the consolidated financial position of the Parent and its consolidated subsidiaries as of and for at the dates thereof and the consolidated results of their operations and cash flows for the periods then ended. No subsidiary of Parent is or has been subject to the periodic reporting requirements of the Exchange Act or required to file any form, subjectreport or other document with the Commission, in the case of unaudited statementsNasdaq Stock Market, to normal year-end audit adjustmentsInc., any stock exchange or any other comparable Governmental Authority.

Parent SEC Documents. The Parent has filed on a timely basis all required reports, schedules, forms, registration statements and other documents required to be filed by it under definitive proxy statements with the Exchange Act, including pursuant to Section 13(a) or 15(d) thereof, SEC since January 1, 2008 2022 (as such documents have since the foregoing materialstime of their filing been amended, including the exhibits thereto and documents incorporated by reference therein, being collectively referred to herein as the “Parent SEC ReportsDocuments”) on a timely basis or has received a valid extension of such time of filing and has filed any such SEC Reports prior to the expiration of any such extension). As of their respective dates, the Parent SEC Reports Documents (including any financial statements filed, to be filed or required to have been filed as a part thereof) complied in all material respects with the requirements of the Securities Act or the Exchange Act Act, as applicable, and the rules and regulations of the SEC promulgated thereunderthereunder applicable to such Parent SEC Documents, and none of the Parent SEC Reports, when filed, Documents contained any untrue statement of a material fact or omitted to state a material fact required to be stated therein or necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading. The financial statements of the Parent included in the Parent SEC Reports Documents comply as to form in all material respects with applicable accounting requirements and with the published rules and regulations of the SEC with respect thereto as in effect at the time of filing. Such financial statements thereto, have been prepared in accordance with United States generally accepted accounting principles (“U.S. GAAP”) GAAP applied on a consistent basis during the periods involved, involved (except as may be otherwise specified indicated in such financial statements or the notes thereto and except that unaudited financial statements may not contain all footnotes required by U.S. GAAP, thereto) and fairly present (subject, in all material respects the case of the unaudited financial statements, to normal, recurring audit adjustments, which were not individually or in the aggregate material) the consolidated financial position of the Parent and its consolidated Subsidiaries as of and for at the dates thereof and the consolidated results of their operations and cash flows for the periods then ended, subject, in the case of unaudited statements, to normal year-end audit adjustments.

Parent SEC Documents. The Except as set forth in Section 4.08 of the Disclosure Schedule: (a) Parent has timely filed or furnished and will timely file or furnish, as applicable, with the SEC all forms, reports, schedules, forms, statements and other documents required under the Exchange Act or the Securities Act to be filed by it under (such documents, as supplemented and amended since the Exchange Acttime of filing, and including pursuant those to Section 13(a) be filed or 15(d) thereoffurnished, since January 1as applicable, 2008 (after the foregoing materialsdate of this Agreement, including the exhibits thereto and documents incorporated by reference thereincollectively, being collectively referred to herein as the “Parent SEC ReportsDocuments”) ). The Parent SEC Documents, including, without limitation, any financial statements or schedules included in the Parent SEC Documents, at the time filed (and, in the case of registration statements and proxy statements, on the dates of effectiveness and the dates of mailing, respectively, and, in the case of any Parent SEC Document amended or superseded by a timely basis or has received a valid extension of such time of filing and has filed any such SEC Reports prior to the expiration Effective Time, then on the date of any such extension. As of their respective datesamending or superseding filing), the SEC Reports complied in all material respects with the requirements of the Exchange Act (i) did not and the rules and regulations of the SEC promulgated thereunder, and none of the SEC Reports, when filed, contained will not contain any untrue statement of a material fact or omitted omit to state a material fact required to be stated therein or necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading. , and (ii) complied and will comply in all material respects with the applicable requirements of the Exchange Act and the Securities Act, as the case may be. (b) The financial statements of the Parent included in or incorporated by reference into the Parent SEC Reports comply Documents at the time filed (and, in the case of registration statements and proxy statements, on the dates of effectiveness and the dates of mailing, respectively, and, in the case of any Parent SEC Document amended or superseded by a filing prior to the date of this Agreement, then on the date of such amending or superseding filing) complied or will comply, as applicable, as to form in all material respects with applicable accounting requirements and with the published rules and regulations of the SEC with respect thereto to such financial statements, were or will be, as applicable, prepared in effect at the time of filing. Such financial statements have been prepared all material respects in accordance with United States generally accepted accounting principles (“U.S. GAAP”) GAAP applied on a consistent basis during throughout the periods involved, involved (except as may be otherwise specified indicated in such the notes to the financial statements or or, in the notes thereto and except that case of unaudited financial statements may not contain all footnotes required statements, as permitted by U.S. GAAPForm 10-Q of the SEC), and fairly present or will fairly present, as applicable, in all material respects (subject, in the case of unaudited statements, to normal, recurring audit adjustments) the financial position of the Parent as of and for at the dates thereof and the results of operations and cash flows for the periods then ended. (c) There are no outstanding unresolved comments with respect to Parent or the Parent SEC Documents noted in comment letters or other correspondence received by Parent or its attorneys from the SEC, subjectand there are no pending (i) formal or informal investigations of Parent by the SEC or (ii) inspections of an audit of Parent’s financial statements by the Public Company Accounting Oversight Board. There has been no material written complaint, allegation, assertion or claim that Parent has engaged in the case improper or illegal accounting or auditing practices or maintains improper or inadequate internal accounting controls. No current or former attorney representing Parent has reported in writing evidence of unaudited statementsa material violation of securities laws or breach of fiduciary duty or similar violation by Parent or any of its officers, directors, employees or agents to normal year-end audit adjustmentsParent’s Board of Directors or any committee thereof or to any director or executive officer of Parent.

Parent SEC Documents. The Parent has timely filed or furnished all reports, schedules, forms, statements and other documents (including exhibits and other information incorporated therein) with the SEC required to be filed or furnished by it Parent under the Exchange Act, including pursuant to Section 13(a) or 15(d) thereof, Act since January 1, 2008 2007 (such documents, together with any documents filed or furnished during such period by Parent with the foregoing materialsSEC on a voluntary basis on Current Reports on Form 8-K, including the exhibits thereto and documents incorporated by reference therein, being collectively referred to herein as the “Parent SEC ReportsDocuments”) on a timely basis or has received a valid extension ). Each of such the Parent SEC Documents, as of the time of its filing and has filed any such SEC Reports prior to or, if applicable, as of the expiration time of any such extension. As of their respective datesits most recent amendment, the SEC Reports complied in all material respects with with, to the extent in effect at such time, the requirements of the Exchange Securities Act and the rules and regulations of the Exchange Act applicable to such Parent SEC promulgated thereunderDocument, and none of the Parent SEC ReportsDocuments when filed or, when filedif amended, as of the date of such most recent amendment, contained any untrue statement of a material fact or omitted to state a material fact required to be stated therein or necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading. The Each of the consolidated financial statements (including the related notes) of the Parent included in the Parent SEC Reports comply Documents (or incorporated therein by reference) complied at the time it was filed or, if amended, as of the date of such most recent amendment, as to form in all material respects with the applicable accounting requirements and the published rules and regulations of the SEC with respect thereto as in effect at the time of filing. Such financial statements have such filing or amendment, had been prepared in accordance with United States generally accepted accounting principles GAAP (“U.S. GAAP”except, in the case of unaudited statements, as permitted by the rules and regulations of the SEC) applied on a consistent basis during the periods involved, involved (except as may be otherwise specified indicated in such financial statements or the notes thereto and except that unaudited financial statements may not contain all footnotes required by U.S. GAAP, thereto) and fairly present presented in all material respects the consolidated financial position of the Parent and its consolidated Subsidiaries as of and for the dates thereof and the consolidated results of their operations and cash flows for the periods then ended, ended (subject, in the case of unaudited statements, to normal recurring year-end audit adjustments). Except as reflected or reserved against in the most recent audited balance sheet of Parent included in Parent SEC Documents filed prior to the date of this Agreement, neither Parent nor any of its Subsidiaries has any material liabilities or material obligations of any nature (whether absolute, accrued, known or unknown, contingent or otherwise), other than (A) liabilities or obligations incurred since June 30, 2009 in the ordinary course of business which, individually or in the aggregate, have not had and would not reasonably be expected to have a Parent Material Adverse Effect, (B) liabilities or obligations incurred after the date hereof not in violation of this Agreement, (C) liabilities or obligations incurred pursuant to this Agreement and (D) liabilities or obligations not required to be set forth on the consolidated balance sheet of Parent under GAAP. Neither Parent nor any of its Subsidiaries is a party to, or has any commitment to become a party to, any joint venture, off-balance sheet partnership or any similar Contract or arrangement (including any Contract or arrangement relating to any transaction or relationship between or among Parent and any of its Subsidiaries, on the one hand, and any unconsolidated Affiliate, including any structured finance, special purpose or limited purpose entity or person, on the other hand, or any “off-balance sheet arrangement” (as defined in Item 303(a) of Regulation S-K of the SEC)), where the result, purpose or intended effect of such Contract or arrangement is to avoid disclosure of any material transaction involving, or material liabilities of, Parent or any of its Subsidiaries in Parent’s or such Subsidiary’s consolidated financial statements or other Parent SEC Documents. None of the Subsidiaries of Parent are, or have at any time since January 1, 2007 been, subject to the reporting requirements of Section 13(a) or 15(d) of the Exchange Act. Table of Contents (ii) Parent’s disclosure controls and procedures (as defined in Rules 13a-15(e) and 15d-15(e) of the Exchange Act), as required by Rules 13a-15(a) and 15d-15(a) of the Exchange Act, are designed to ensure that material information relating to Parent, including its consolidated Subsidiaries, is made known to the chief executive officer and the chief financial officer of Parent by others within Parent, and to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with GAAP. The chief executive officer and the chief financial officer of Parent have evaluated the effectiveness of Parent’s disclosure controls and procedures and, to the extent required by applicable Law, presented in Parent’s most recent Form 10-K or Form 10-Q, as applicable, or any amendment thereto, their conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by such report or amendment based on such evaluation. The chief executive officer and the chief financial officer of Parent have disclosed, based on their most recent evaluation of Parent’s internal control over financial reporting, to Parent’s 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.

Parent SEC Documents. The Parent has timely filed with the Commission all forms, reports, schedules, forms, statements and other documents required to be filed by it since December 31, 2001 under the Exchange ActAct or the Securities Act (such documents, including pursuant to Section 13(a) as supplemented and amended since the time of filing, collectively, the "Parent SEC Documents"). The Parent SEC Documents, including, without limitation, any financial statements or 15(d) thereof, since January 1, 2008 (the foregoing materials, including the exhibits thereto and documents schedules included or incorporated by reference therein, being collectively referred to herein as at the “SEC Reports”) time filed (and, in the case of registration statements and proxy statements, on a timely basis or has received a valid extension the dates of such time of filing and has filed any such SEC Reports prior to the expiration of any such extension. As of their respective dates, the SEC Reports complied in all material respects with the requirements of the Exchange Act effectiveness and the rules and regulations dates of the SEC promulgated thereundermailing, and none of the SEC Reports, when filed, contained respectively) (a) did not contain any untrue statement of a material fact or omitted omit to state a material fact required to be stated therein or necessary in order to make the statements thereintherein (and in the case of any prospectus, in the light of the circumstances under which they were made), not misleading, and (b) complied in all material respects with the applicable requirements of the Exchange Act and the Securities Act, as the case may be. The financial statements of the Parent included in the Parent SEC Reports comply Documents at the time filed (and, in the case of registration statements and proxy statements, on the dates of effectiveness and the dates of mailing, respectively) complied as to form in all material respects with applicable accounting requirements and with the published rules and regulations of the SEC Commission with respect thereto as in effect at the time of filing. Such financial statements have been thereto, were prepared in accordance with United States generally accepted accounting principles (“U.S. GAAP”) applied on a consistent basis during the periods involved, involved (except as may be otherwise specified indicated in such financial statements or the notes thereto and except that or, in the case of unaudited financial statements may not contain all footnotes required statements, as permitted by U.S. GAAPForm 10-Q of the Commission), and fairly present presented (subject, in the case of the unaudited interim financial statements, to normal, recurring year-end audit adjustments consistent with past practice), in all material respects respects, the consolidated financial position of the Parent and its consolidated subsidiaries as of and for at the dates thereof and the consolidated results of their operations and cash flows for the periods then ended. No subsidiary of Parent is or has been subject to the periodic reporting requirements of the Exchange Act or required to file any form, subjectreport or other document with the Commission, in the case of unaudited statementsNasdaq Stock Market, to normal year-end audit adjustmentsInc., any stock exchange or any other comparable Governmental Authority.

Parent SEC Documents. The Parent has filed with the Securities and Exchange Commission (the "Commission") all forms, reports, schedules, forms, statements and other documents required to be filed by it since October 2, 2001 under the Exchange Act, including pursuant to Section 13(a) or 15(d) thereof, since January 1, 2008 (the foregoing materials, including the exhibits thereto and documents incorporated by reference therein, being collectively referred to herein as the “SEC Reports”) on a timely basis or has received a valid extension of such time of filing and has filed any such SEC Reports prior to the expiration of any such extension. As of their respective dates, the SEC Reports complied in all material respects with the requirements of the Securities Exchange Act and of 1934, as amended (together with the rules and regulations of the SEC promulgated thereunder, the "Exchange Act"), or the Securities Act (such documents, as supplemented and none amended since the time of filing, collectively, the "Parent SEC ReportsDocuments"). The Parent SEC Documents, when filedincluding any financial statements or schedules included in the Parent SEC Documents, contained at the time filed (and, in the case of registration statements and proxy statements, on the dates of effectiveness and the dates of mailing, respectively, and, in the case of any Parent SEC Document amended or superseded by a filing prior to the date of this Agreement, then on the date of such amending or superseding filing) (a) did not contain any untrue statement of a material fact or omitted omit to state a material fact required to be stated therein or necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading, and (b) complied in all material respects with the applicable requirements of the Exchange Act and the Securities Act, as the case may be. The financial statements of the Parent included in the Parent SEC Reports comply Documents at the time filed (and, in the case of registration statements and proxy statements, on the dates of effectiveness and the dates of mailing, respectively, and, in the case of any Parent SEC Document amended or superseded by a filing prior to the date of this Agreement, then on the date of such amending or superseding filing) complied as to form in all material respects with applicable accounting requirements and with the published rules and regulations of the SEC Commission with respect thereto as in effect at the time of filing. Such financial statements have been thereto, were prepared in accordance with United States generally accepted accounting principles (“U.S. "GAAP”") applied on a consistent basis during the periods involved, involved (except as may be otherwise specified indicated in such financial statements or the notes thereto and except that or, in the case of unaudited financial statements may not contain all footnotes required statements, as permitted by U.S. GAAPForm 10-Q of the Commission), and fairly present in all material respects the financial position of the Parent as of and for the dates thereof and the results of operations and cash flows for the periods then ended, (subject, in the case of unaudited statements, to normal year-end normal, recurring audit adjustments) the consolidated financial position of Parent and its consolidated subsidiaries as at the dates thereof and the consolidated results of their operations and cash flows for the periods then ended.