Common use of Parent SEC Filings Clause in Contracts

Parent SEC Filings. (a) Parent has filed all forms, registration statements, reports and documents required to be filed by it with the Securities Exchange Commission (“SEC”) since March 31, 2011 (the “Parent SEC Report Date”). Each of the forms, reports, registration statements, and other documents, filed by Parent with the SEC since the Parent SEC Report Date (such forms, registration statements, reports and other documents (“Parent SEC Documents”)) and the certifications and statements required by Rules 13a-14 and 15d-14 under the Exchange Act and Sections 302 and 906 of the Xxxxxxxx-Xxxxx Act (collectively, the “Parent Certifications”) (i) as of the date of the filing thereof, complied in all material respects with the requirements of the Securities Act, the Exchange Act, and the Xxxxxxxx-Xxxxx Act, as the case may be, including in each case the rules and regulations thereunder, with each such Parent SEC Document having been filed on a timely basis within the time period it was required to be filed with the SEC pursuant to the reporting requirements of the Securities Act, the Exchange Act or the Xxxxxxxx-Xxxxx Act, as applicable, and (ii) as of its filing date (or, if amended or superseded by a subsequent filing prior to the date hereof, on the date of such filing) did not contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary in order to make the statements made therein, in the light of the circumstances under which they were made, not misleading. The representation and warranties set forth in this Section 5.06 shall not apply to the Proxy Statement, which shall be addressed in Section 7.01 below. (b) Parent and its subsidiaries have implemented and maintain disclosure controls and procedures (as defined in Rules 13a-15(e) and 15d-15(e) under the Exchange Act), and such controls and procedures provide reasonable assurance that (i) all information required to be disclosed by Parent in the reports that it files under the Exchange Act is recorded, processed, summarized, and reported within the time periods specified in the SEC’s rules and forms, and (ii) all such information is accumulated and communicated to Parent’s management, including its chief executive officer and chief financial officer, as appropriate to allow timely decisions regarding required disclosure. (c) Parent is, and since the Parent SEC Report Date has been, in compliance in all material respects with (i) the applicable listing and corporate governance rules and regulations of the NASDAQ Global Market, and (ii) the applicable provisions of the Xxxxxxxx-Xxxxx Act. (d) Since the Parent SEC Report Date, neither Parent nor any of its subsidiaries or, to the Parent’s knowledge, any director, officer, employee, auditor, accountant, or representative of Parent or any of its subsidiaries has received or has otherwise had or obtained knowledge of any complaint, allegation, assertion, or Action, whether written or oral, regarding the accounting or auditing practices, procedures, methodologies or methods of Parent or any of its subsidiaries or their internal control over financial reporting that would reasonably be expected to have a Parent Material Adverse Effect, including any complaint, allegation, assertion, or claim that Parent or any of its subsidiaries has engaged in illegal accounting or auditing practices. (e) Parent and its subsidiaries have implemented and maintain 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, including, that: (1) transactions are executed in accordance with management’s general or specific authorizations; (2) transactions are recorded as necessary to permit preparation of financial statements in conformity with GAAP and to maintain asset accountability; (3) access to assets is permitted only in accordance with management’s general or specific authorization; and (4) the recorded accountability for assets is compared with the existing assets at reasonable intervals and appropriate action is taken with respect to any differences.

Parent SEC Filings. (a) Parent has timely filed with or furnished to the SEC all reports, schedules, forms, registration statements, reports prospectuses, registration statements and other documents required to be filed or furnished by it with the Securities Exchange Commission Parent since January 1, 2010 (“SEC”) since March 31all reports, 2011 (the “Parent SEC Report Date”). Each of the schedules, forms, reportsstatements, prospectuses, registration statements, and other documents, filed by Parent with the SEC since the Parent SEC Report Date (such forms, registration statements, reports statements and other documents (filed or furnished by the Company since January 1, 2010, including those filed or furnished subsequent to the Execution Date, collectively, together with any exhibits and schedules thereto and other information incorporated therein, the “Parent SEC Documents”). (b) and the certifications and statements required by Rules 13a-14 and 15d-14 under the Exchange Act and Sections 302 and 906 of the Xxxxxxxx-Xxxxx Act (collectively, the “Parent Certifications”) (i) as of the date of the filing thereof, complied in all material respects with the requirements of the Securities Act, the Exchange Act, and the Xxxxxxxx-Xxxxx Act, as the case may be, including in each case the rules and regulations thereunder, with each such Parent SEC Document having been filed on a timely basis within the time period it was required to be filed with the SEC pursuant to the reporting requirements of the Securities Act, the Exchange Act or the Xxxxxxxx-Xxxxx Act, as applicable, and (ii) as As of its filing date (or, if amended or superseded by a subsequent filing prior to the Execution Date, on the date hereofof such subsequent filing), each Parent SEC Document complied as to form in all material respects with the applicable requirements of the Securities Act, the Securities Exchange Act and the Xxxxxxxx-Xxxxx Act and the rules and regulations promulgated thereunder, as the case may be. (c) As of its respective filing date (or, if amended or superseded by a filing prior to the Execution Date, on the date of such filing) ), each Parent SEC Document filed pursuant to the Securities Exchange Act did not 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. The representation and warranties set forth in this Section 5.06 shall not apply to the Proxy Statement, which shall be addressed in Section 7.01 below. (bd) Each Parent SEC Document that is a registration statement, as amended or supplemented, if applicable, filed pursuant to the Securities Act, as of the 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. (e) Parent has established and its subsidiaries have implemented and maintain maintains disclosure controls and procedures (as defined in Rules 13a-15(e) and 15d-15(e) Rule 13a-15 under the Securities Exchange Act), and such . Such disclosure controls and procedures provide reasonable assurance are reasonably designed to ensure that (i) all material information required to be disclosed by Parent in the reports that it files or submits under the Securities Exchange Act is recorded, processed, summarized, summarized and reported within the time periods specified in the SEC’s rules and forms, forms of the SEC and (ii) all such material information is accumulated and communicated made known to Parent’s management, including its chief ’ principal executive officer and chief principal financial officer, as appropriate to allow timely decisions regarding required disclosure. (c) Parent is, and since the Parent SEC Report Date has been, in compliance in all material respects with (i) the applicable listing and corporate governance rules and regulations of the NASDAQ Global Market, and (ii) the applicable provisions of the Xxxxxxxx-Xxxxx Act. (d) Since the Parent SEC Report Date, neither Parent nor any of its subsidiaries or, to the Parent’s knowledge, any director, officer, employee, auditor, accountant, or representative of Parent or any of its subsidiaries has received or has otherwise had or obtained knowledge of any complaint, allegation, assertion, or Action, whether written or oral, regarding the accounting or auditing practices, procedures, methodologies or methods of Parent or any of its subsidiaries or their internal control over financial reporting that would reasonably be expected to have a Parent Material Adverse Effect, including any complaint, allegation, assertion, or claim that Parent or any of its subsidiaries has engaged in illegal accounting or auditing practices. (ef) Parent and its subsidiaries Subsidiaries have implemented established and maintain maintained a system of internal control over financial reporting controls, including policies and procedures that (as defined i) require the maintenance of records that in Rules 13a-15(freasonable detail accurately and fairly reflect the material transactions and dispositions of the assets of Parent and its Subsidiaries, (ii) 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, including, that: (1) transactions are executed in accordance with management’s general or specific authorizations; (2) that transactions are recorded as necessary to permit preparation of financial statements in conformity accordance with GAAP GAAP, and to maintain asset accountability; (3) access to assets is permitted that receipts and expenditures of Parent and its Subsidiaries are being made only in accordance with appropriate authorizations of management and the board of directors of Parent and (iii) 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 their financial statements. Section 5.4(f) of the Parent Disclosure Schedule sets forth, based on Parent’s most recent evaluation of internal controls prior to the Execution Date, to Parent’s auditors and audit committee (x) any “significant deficiencies” and “material weaknesses” (as such terms are defined by the Public Company Accounting Oversight Board) in the design or operation of internal controls which would be reasonably expected to adversely affect in any material respect Parent’s ability to record, process, summarize and report financial information and (y) any fraud, whether or not material, known to management’s general , that involves management or specific authorization; andother employees who have a significant role in internal controls. (4g) Since January 1, 2010, no attorney representing Parent has reported to the recorded accountability for assets is compared with the existing assets at reasonable intervals and appropriate action is taken with respect current Board or any committee thereof or to any differencescurrent director or executive officer of Parent evidence of a material violation of United States or other securities Laws or breach of fiduciary duty by any Acquired Company.

Parent SEC Filings. (a) Parent has timely filed or furnished all reports, schedules, forms, registration statements, reports statements and other documents required to be filed by it with the Securities Exchange Commission (“SEC”) since March 31, 2011 (the “Parent SEC Report Date”). Each of the forms, reports, registration statements, and other documents, filed or furnished by Parent with the SEC since the Parent SEC Report Lookback Date (together with any documents furnished during such period by Parent to the SEC on a voluntary basis on Current Reports on Form 8-K and any reports, schedules, forms, registration statements, reports statements and other documents (filed with the SEC subsequent to the date hereof, collectively, the “Parent SEC Documents”). Each of the Parent SEC Documents, as amended prior to the date of this Agreement, complied (and each Parent SEC Document filed subsequent to the date hereof will comply) in all respects with, to the extent in effect at the time of filing or furnishing, the requirements of the Securities Act and the certifications and statements required by Rules 13a-14 and 15d-14 under the Exchange Act applicable to such Parent SEC DOC ID - 32901658.22 55 Documents, and Sections 302 and 906 none of the Xxxxxxxx-Xxxxx Act (collectivelyParent SEC Documents when filed or furnished or, if amended prior to the “Parent Certifications”) (i) date of this Agreement, as of the date of the filing thereofsuch amendment, complied in all material respects contained, or with the requirements of the Securities Act, the Exchange Act, and the Xxxxxxxx-Xxxxx Act, as the case may be, including in each case the rules and regulations thereunder, with each such respect to Parent SEC Document having been Documents filed on a timely basis within the time period it was required to be filed with the SEC pursuant to the reporting requirements of the Securities Act, the Exchange Act or the Xxxxxxxx-Xxxxx Act, as applicable, and (ii) as of its filing date (or, if amended or superseded by a subsequent filing prior to the date hereof, on the date of such filing) did not contain will 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 made therein, in the light of the circumstances under which they were made, not misleading. The representation and warranties set forth in this Section 5.06 shall not apply There are no unresolved comments received from the SEC staff with respect to the Proxy Statement, which shall be addressed in Section 7.01 below. (b) Parent and its subsidiaries have implemented and maintain disclosure controls and procedures (as defined in Rules 13a-15(e) and 15d-15(e) under the Exchange Act), and such controls and procedures provide reasonable assurance that (i) all information required to be disclosed by Parent in the reports that it files under the Exchange Act is recorded, processed, summarized, and reported within the time periods specified in the SEC’s rules and forms, and (ii) all such information is accumulated and communicated to Parent’s management, including its chief executive officer and chief financial officer, as appropriate to allow timely decisions regarding required disclosure. (c) Parent is, and since the Parent SEC Report Date has beenDocuments on or prior to the date hereof. To Parent’s Knowledge, in compliance in all material respects with (i) the applicable listing and corporate governance rules and regulations none of the NASDAQ Global Market, and (ii) the applicable provisions of the Xxxxxxxx-Xxxxx Act. (d) Since the Parent SEC Report Date, neither Parent nor any of its subsidiaries or, Documents filed on or prior to the Parent’s knowledge, any director, officer, employee, auditor, accountant, date hereof is subject to ongoing SEC review or representative of Parent or any of its subsidiaries has received or has otherwise had or obtained knowledge of any complaint, allegation, assertion, or Action, whether written or oral, regarding the accounting or auditing practices, procedures, methodologies or methods of Parent or any of its subsidiaries or their internal control over financial reporting that would reasonably be expected to have a Parent Material Adverse Effect, including any complaint, allegation, assertion, or claim that Parent or any of its subsidiaries has engaged in illegal accounting or auditing practicesinvestigation. (e) Parent and its subsidiaries have implemented and maintain 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, including, that: (1) transactions are executed in accordance with management’s general or specific authorizations; (2) transactions are recorded as necessary to permit preparation of financial statements in conformity with GAAP and to maintain asset accountability; (3) access to assets is permitted only in accordance with management’s general or specific authorization; and (4) the recorded accountability for assets is compared with the existing assets at reasonable intervals and appropriate action is taken with respect to any differences.

Parent SEC Filings. (a) Parent has filed with or furnished to the SEC, all reports, schedules, forms, registration statements, reports prospectuses, registration statements and other documents, as such documents may be amended, supplemented or restated, required to be filed with or furnished to the SEC by it Parent since January 1, 2016 (collectively, together with the Securities Exchange Commission (“SEC”) since March 31, 2011 (the “Parent SEC Report Date”). Each of the forms, reports, registration statements, any exhibits and schedules thereto and other documentsinformation incorporated therein, filed by Parent with the SEC since the Parent SEC Report Date (such forms, registration statements, reports and other documents (“"Parent SEC Documents”"). (b) and As of its filing date (or, if amended, by a filing prior to the certifications and statements required by Rules 13a-14 and 15d-14 under the Exchange Act and Sections 302 and 906 of the Xxxxxxxx-Xxxxx Act (collectivelydate hereof, the “Parent Certifications”) (i) as of on the date of such filing), each Parent SEC Document complied, and each Parent SEC Document filed subsequent to the filing thereofdate hereof and prior to the earlier of the Closing Date and the termination of this Agreement will comply on its face, complied as to form in all material respects with the applicable requirements of the Securities Act, the Exchange Act, 1933 Act and the Xxxxxxxx-Xxxxx 1934 Act, as the case may be, including in each case at the rules and regulations thereundertime of such filing. As of the date of this Agreement, there are no outstanding unresolved comments received from the staff of the SEC with each such respect to any of the Parent SEC Document having been filed on a timely basis within Documents. To the time period it was required to be filed with Knowledge of Parent, none of the Parent SEC pursuant Documents is the subject of ongoing SEC review, outstanding SEC comment or outstanding SEC investigation. No Subsidiary of Parent is subject to the periodic reporting requirements of Section 13(a) and Section 15(d) of the Securities 1934 Act, the Exchange Act or the Xxxxxxxx-Xxxxx Act, as applicable, and . (iic) as As of its filing date (or, if amended or superseded by a subsequent filing prior to the date hereof, on the date of such filing) ), each Parent SEC Document filed pursuant to the 1934 Act did not not, and each Parent SEC Document filed subsequent to the date hereof and prior to the earlier of the Closing Date and the date of the termination of this Agreement will not, 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. The representation and warranties set forth in this Section 5.06 shall ; provided, however, that the foregoing does not apply to statements in or omissions from any such document based upon the Proxy Statement, which shall be addressed in Section 7.01 below. (b) Parent and its subsidiaries have implemented and maintain disclosure controls and procedures (as defined in Rules 13a-15(e) and 15d-15(e) under the Exchange Act), and such controls and procedures provide reasonable assurance that (i) all information required to be disclosed by Parent in the reports that it files under the Exchange Act is recorded, processed, summarized, and reported within the time periods specified in the SEC’s rules and forms, and (ii) all such information is accumulated and communicated to Parent’s management, including its chief executive officer and chief financial officer, as appropriate to allow timely decisions regarding required disclosure. (c) Parent is, and since the Parent SEC Report Date has been, in compliance in all material respects with (i) the applicable listing and corporate governance rules and regulations of the NASDAQ Global Market, and (ii) the applicable provisions of the Xxxxxxxx-Xxxxx ActCompany Disclosure Information. (d) Since the Each Parent SEC Report DateDocument that is a registration statement, neither Parent nor any of its subsidiaries oras amended or supplemented, if applicable, filed pursuant to the Parent’s knowledge1933 Act, as of the date such registration statement or amendment became effective, did not contain any director, officer, employee, auditor, accountant, untrue statement of a material fact or representative of Parent omit to state any material fact required to be stated therein or any of its subsidiaries has received or has otherwise had or obtained knowledge of any complaint, allegation, assertion, or Action, whether written or oral, regarding the accounting or auditing practices, procedures, methodologies or methods of Parent or any of its subsidiaries or their internal control over financial reporting that would reasonably be expected to have a Parent Material Adverse Effect, including any complaint, allegation, assertion, or claim that Parent or any of its subsidiaries has engaged in illegal accounting or auditing practices. (e) Parent and its subsidiaries have implemented and maintain 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, including, that: (1) transactions are executed in accordance with management’s general or specific authorizations; (2) transactions are recorded as necessary to permit preparation of financial make the statements therein not misleading; provided, however, that the foregoing does not apply to statements in conformity with GAAP and to maintain asset accountability; (3) access to assets is permitted only in accordance with management’s general or specific authorization; and (4) omissions from any such document based upon the recorded accountability for assets is compared with the existing assets at reasonable intervals and appropriate action is taken with respect to any differencesCompany Disclosure Information.

Parent SEC Filings. (a) Parent has filed with or furnished to the SEC, all reports, schedules, forms, registration statements, reports prospectuses, registration statements and other documents, as such documents may be amended or supplemented, required to be filed with or furnished to the SEC by it Parent since January 1, 2013 (collectively, together with the Securities Exchange Commission (“SEC”) since March 31, 2011 (the “Parent SEC Report Date”). Each of the forms, reports, registration statements, any exhibits and schedules thereto and other documentsinformation incorporated therein, filed by Parent with the SEC since the Parent SEC Report Date (such forms, registration statements, reports and other documents (“Parent SEC Documents”), except where such failure to file with or furnish to the SEC such reports, schedules, forms, statements, prospectuses, registration statements or other documents required to be filed with or furnished to the SEC would not have a Parent Material Adverse Effect. (b) and As of its filing date (or, if amended, by a filing prior to the certifications and statements required by Rules 13a-14 and 15d-14 under the Exchange Act and Sections 302 and 906 of the Xxxxxxxx-Xxxxx Act (collectivelydate hereof, the “Parent Certifications”) (i) as of on the date of such filing), each Parent SEC Document complied, and each Parent SEC Document filed subsequent to the filing thereofdate hereof and prior to the earlier of the Effective Time and the termination of this Agreement will comply, complied as to form in all material respects with the applicable requirements of the Securities Act, the Exchange Act, 1933 Act and the Xxxxxxxx-Xxxxx 1934 Act, as the case may be, including in each case at the rules and regulations thereundertime of such filing. As of the date of this Agreement, there are no outstanding unresolved comments received from the staff of the SEC with each such respect to any of the Parent SEC Document having been filed on a timely basis within Documents. To the time period it was required to be filed with Knowledge of Parent, none of the Parent SEC pursuant Documents is the subject of ongoing SEC review, outstanding SEC comment or outstanding SEC investigation. No Subsidiary of Parent is subject to the periodic reporting requirements of Section 13(a) and Section 15(d) of the Securities 1934 Act, the Exchange Act or the Xxxxxxxx-Xxxxx Act, as applicable, and . (iic) as As of its filing date (or, if amended or superseded by a subsequent filing prior to the date hereof, on the date of such filing) ), each Parent SEC Document filed pursuant to the 1934 Act did not not, and each Parent SEC Document filed subsequent to the date hereof and prior to the earlier of the Effective Time and the date of the termination of this Agreement will not, 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. The representation and warranties set forth in this Section 5.06 shall ; provided, however, that the foregoing does not apply to statements in or omissions from any such document based upon the Proxy Statement, which shall be addressed in Section 7.01 belowSeller Disclosure Information. (bd) Each Parent SEC Document, as amended or supplemented, if applicable, filed pursuant to the 1933 Act, as of the date such Parent SEC Document or amendment became effective, did not, and each Parent SEC Document filed subsequent to the date hereof and prior to the earlier of the Effective Time and the date of the termination of this Agreement will 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; provided, however, that the foregoing does not apply to statements in or omissions from any such document based upon the Seller Disclosure Information. (e) Parent and each of its subsidiaries have implemented and maintain disclosure controls and procedures (as defined in Rules 13a-15(e) and 15d-15(e) under the Exchange Act), and such controls and procedures provide reasonable assurance that (i) all information required to be disclosed by Parent in the reports that it files under the Exchange Act is recorded, processed, summarized, and reported within the time periods specified in the SEC’s rules and forms, and (ii) all such information is accumulated and communicated to Parent’s management, including its chief executive officer and chief financial officer, as appropriate to allow timely decisions regarding required disclosure. (c) Parent is, and since the Parent SEC Report Date has been, officers are in compliance in all material respects with (i) the applicable listing and corporate governance rules and regulations of the NASDAQ Global Market, and (ii) the applicable provisions of the Xxxxxxxx-Xxxxx Act. (d) Since the Parent SEC Report Date, neither Parent nor any of its subsidiaries or, to the Parent’s knowledge, any director, officer, employee, auditor, accountant, or representative . The management of Parent or any established and maintains, and at all times since January 1, 2013 has maintained, a system (“Internal Controls”) of its subsidiaries has received or has otherwise had or obtained knowledge of any complaint, allegation, assertion, or Action, whether written or oral, regarding the accounting or auditing practices, procedures, methodologies or methods of Parent or any of its subsidiaries or their “internal control over financial reporting that would reasonably be expected to have a Parent Material Adverse Effect, including any complaint, allegation, assertion, or claim that Parent or any of its subsidiaries has engaged in illegal accounting or auditing practices. (e) Parent and its subsidiaries have implemented and maintain a system of internal control over financial reporting reporting” (as defined in Rules 13a-15(f) and 15d-15(f) of the 0000 Xxx) as required by Rule 13a-15 or 15d-15 under the Exchange Act) 1934 Act and that is sufficient to provide reasonable assurance (i) regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with GAAP, including, that: (1ii) transactions that receipts and expenditures of Parent and its Subsidiaries are executed being made in accordance with management’s general or specific authorizations; , and (2iii) transactions regarding prevention or timely detection of the unauthorized acquisition, use or disposition of Parent’s and its Subsidiaries’ assets that could have a material effect on Parent’s financial statements. Parent’s “disclosure controls and procedures” (as defined in Rules 13a-15(e) and 15d-15(e) of the 0000 Xxx) are recorded designed to ensure that all material information (both financial and non-financial) required to be disclosed by Parent in the reports that it files or submits under the 1934 Act is recorded, processed, summarized and reported within the time periods specified in the rules and forms of the SEC, and that all such material information is accumulated and communicated to Parent’s management as necessary appropriate to permit preparation of financial statements in conformity with GAAP allow timely decisions regarding required disclosure and to maintain asset accountability; (3) access to assets is permitted only in accordance with management’s general or specific authorization; and (4) make the recorded accountability for assets is compared with certifications of the existing assets at reasonable intervals chief executive officer and appropriate action is taken chief financial officer of Parent required under the 1934 Act with respect to such reports. The management of Parent has disclosed, based on its most recent evaluation prior to the date hereof, to Parent’s auditors and the audit committee of the Parent Board (A) all significant deficiencies and material weaknesses in the design or operation of the Company’s Internal Controls which are reasonably likely to adversely affect Parent’s ability to record, process, summarize and report financial information, and (B) any differencesfraud, whether or not material, that involves management or other employees who have a significant role in Parent’s Internal Controls. (f) Except as set forth in Section 6.8(f) of the Parent Disclosure Letter, since January 1, 2013, Parent has complied in all material respects with the applicable listing and corporate governance rules and regulations of Nasdaq, and has not since January 1, 2013 received any notice asserting any non-compliance with the listing requirements of Nasdaq. (g) Each of the principal executive officer and principal financial officer of Parent (or each former principal executive officer and principal financial officer of Parent, as applicable) have made all certifications required by Rule 13a-14 and 15d-14 under the 1934 Act and Sections 302 and 906 of the Xxxxxxxx-Xxxxx Act and any related rules and regulations promulgated by the SEC and Nasdaq, such certifications comply as to form and content with all applicable Laws, and the statements contained in any such certifications are complete and correct.

Parent SEC Filings. (a) Parent has timely filed all reports, schedules, forms, registration statements, reports statements and other documents required to be filed by it with the Securities Exchange Commission (“SEC”) since March 31, 2011 (the “Parent SEC Report Date”). Each of the forms, reports, registration statements, and other documents, filed by Parent with the SEC since November 1, 2013 (the “Reference Date”) (together with any documents furnished during such period by Parent to the SEC Report Date (such on a voluntary basis on Current Reports on Form 8-K and any reports, schedules, forms, registration statements, reports statements and other documents (filed with the SEC subsequent to the date hereof and prior to the Effective Time, collectively, the “Parent SEC Documents”). Each of the Parent SEC Documents, as amended prior to the date of this Agreement, complied (and each Parent SEC Document filed subsequent to the date hereof will comply) in all material respects with, to the extent in effect at the time of filing or furnishing, the requirements of the Securities Act and the certifications and statements required by Rules 13a-14 and 15d-14 under the Exchange Act applicable to such Parent SEC Documents, and Sections 302 and 906 none of the Xxxxxxxx-Xxxxx Act (collectivelyParent SEC Documents when filed or furnished or, if amended prior to the “Parent Certifications”) (i) date of this Agreement, as of the date of the filing thereofsuch amendment, complied in all material respects contained, or with the requirements of the Securities Act, the Exchange Act, and the Xxxxxxxx-Xxxxx Act, as the case may be, including in each case the rules and regulations thereunder, with each such respect to Parent SEC Document having been Documents filed on a timely basis within the time period it was required to be filed with the SEC pursuant subsequent to the reporting requirements of the Securities Act, the Exchange Act or the Xxxxxxxx-Xxxxx Act, as applicable, date hereof and (ii) as of its filing date (or, if amended or superseded by a subsequent filing prior to the date hereofEffective Time, on the date of such filing) did not contain will 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 made therein, in the light of the circumstances under which they were made, not misleading. The representation and warranties set forth in this Section 5.06 shall not apply There are no unresolved comments received from the SEC staff with respect to the Proxy StatementParent SEC Documents on or prior to the date hereof. To the Knowledge of Parent, which shall be addressed in Section 7.01 belownone of the Parent SEC Documents filed on or prior to the date hereof is subject to ongoing SEC review or investigation. (b) Parent and its subsidiaries have implemented and maintain disclosure controls and procedures (as defined in Rules 13a-15(e) and 15d-15(e) under the Exchange Act), and such controls and procedures provide reasonable assurance that (i) all information required to be disclosed by Parent in the reports that it files under the Exchange Act is recorded, processed, summarized, and reported within the time periods specified in the SEC’s rules and forms, and (ii) all such information is accumulated and communicated to Parent’s management, including its chief executive officer and chief financial officer, as appropriate to allow timely decisions regarding required disclosure. (c) Parent is, and since the Parent SEC Report Date has been, in compliance in all material respects with (i) the applicable listing and corporate governance rules and regulations of the NASDAQ Global Market, and (ii) the applicable provisions of the Xxxxxxxx-Xxxxx Act. (d) Since the Parent SEC Report Date, neither Parent nor any of its subsidiaries or, to the Parent’s knowledge, any director, officer, employee, auditor, accountant, or representative of Parent or any of its subsidiaries has received or has otherwise had or obtained knowledge of any complaint, allegation, assertion, or Action, whether written or oral, regarding the accounting or auditing practices, procedures, methodologies or methods of Parent or any of its subsidiaries or their internal control over financial reporting that would reasonably be expected to have a Parent Material Adverse Effect, including any complaint, allegation, assertion, or claim that Parent or any of its subsidiaries has engaged in illegal accounting or auditing practices. (e) Parent and its subsidiaries have implemented and maintain maintains a system of internal control over financial reporting (as defined in within the meaning of Rules 13a-15(f) and 15d-15(f) under of the Exchange Act) sufficient to provide reasonable assurance assurances regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with GAAP. Parent (i) maintains disclosure controls and procedures (within the meaning of Rules 13a-15(e) and 15d-15(e) of the Exchange Act) designed to ensure that information required to be disclosed by Parent in the reports that it files and submits under the Exchange Act is recorded, includingprocessed, that:summarized and reported within the time periods specified in the SEC’s rules and forms, including that information required to be disclosed by Parent in the reports that it files and submits under the Exchange Act is accumulated and communicated to management of Parent, as appropriate, to allow timely decisions regarding required disclosure, and (ii) has disclosed, based upon the most recent (prior to the date of this Agreement) evaluation by the chief executive officer and chief financial officer of Parent of Parent’s internal control over financial reporting, to its auditors and the audit committee of the Parent Board (A) all significant deficiencies and material weaknesses in the design or operation of Parent’s internal control over financial reporting which are reasonably likely to adversely affect in any material respect its ability to record, process, summarize and report financial data 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 has made available to Diffusion true and complete copies of any such disclosure contemplated by clauses (A) and (B) made by management to Parent’s independent auditors and the audit committee of the Parent Board since the Reference Date. (1c) transactions are executed 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 (including any Contract 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, on the other hand, or any “off-balance sheet arrangement” (as defined in accordance with management’s general Item 303(a) of Regulation S-K promulgated by the SEC under the Securities Act)), where the result, purpose or specific authorizations;intended effect of such Contract is to avoid disclosure of any transaction involving, or liabilities of, Parent or any of its Subsidiaries in the Parent SEC Documents. (2d) transactions are recorded as necessary to permit preparation of financial statements Parent is in conformity with GAAP and to maintain asset accountability; (3) access to assets is permitted only compliance in accordance with management’s general or specific authorization; and (4) the recorded accountability for assets is compared all material respects with the existing assets at reasonable intervals and appropriate action is taken with respect to any differencesprovisions of the Xxxxxxxx-Xxxxx Act of 2002, as amended.

Parent SEC Filings. (a) Parent has filed with or furnished to the SEC, all reports, schedules, forms, registration statements, reports prospectuses, registration statements and other documents, as such documents may be amended, supplemented or restated, required to be filed with or furnished to the SEC by it Parent since January 1, 2016 (collectively, together with the Securities Exchange Commission (“SEC”) since March 31, 2011 (the “Parent SEC Report Date”). Each of the forms, reports, registration statements, any exhibits and schedules thereto and other documentsinformation incorporated therein, filed by Parent with the SEC since the Parent SEC Report Date (such forms, registration statements, reports and other documents (“Parent SEC Documents”). (b) and As of its filing date (or, if amended, by a filing prior to the certifications and statements required by Rules 13a-14 and 15d-14 under the Exchange Act and Sections 302 and 906 of the Xxxxxxxx-Xxxxx Act (collectivelydate hereof, the “Parent Certifications”) (i) as of on the date of such filing), each Parent SEC Document complied, and each Parent SEC Document filed subsequent to the filing thereofdate hereof and prior to the earlier of the Closing Date and the termination of this Agreement will comply on its face, complied as to form in all material respects with the applicable requirements of the Securities Act, the Exchange Act, 1933 Act and the Xxxxxxxx-Xxxxx 1934 Act, as the case may be, including in each case at the rules and regulations thereundertime of such filing. As of the date of this Agreement, there are no outstanding unresolved comments received from the staff of the SEC with each such respect to any of the Parent SEC Document having been filed on a timely basis within Documents. To the time period it was required to be filed with Knowledge of Parent, none of the Parent SEC pursuant Documents is the subject of ongoing SEC review, outstanding SEC comment or outstanding SEC investigation. No Subsidiary of Parent is subject to the periodic reporting requirements of Section 13(a) and Section 15(d) of the Securities 1934 Act, the Exchange Act or the Xxxxxxxx-Xxxxx Act, as applicable, and . (iic) as As of its filing date (or, if amended or superseded by a subsequent filing prior to the date hereof, on the date of such filing) ), each Parent SEC Document filed pursuant to the 1934 Act did not not, and each Parent SEC Document filed subsequent to the date hereof and prior to the earlier of the Closing Date and the date of the termination of this Agreement will not, 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. The representation and warranties set forth in this Section 5.06 shall ; provided, however, that the foregoing does not apply to statements in or omissions from any such document based upon the Proxy Statement, which shall be addressed in Section 7.01 below. (b) Parent and its subsidiaries have implemented and maintain disclosure controls and procedures (as defined in Rules 13a-15(e) and 15d-15(e) under the Exchange Act), and such controls and procedures provide reasonable assurance that (i) all information required to be disclosed by Parent in the reports that it files under the Exchange Act is recorded, processed, summarized, and reported within the time periods specified in the SEC’s rules and forms, and (ii) all such information is accumulated and communicated to Parent’s management, including its chief executive officer and chief financial officer, as appropriate to allow timely decisions regarding required disclosure. (c) Parent is, and since the Parent SEC Report Date has been, in compliance in all material respects with (i) the applicable listing and corporate governance rules and regulations of the NASDAQ Global Market, and (ii) the applicable provisions of the Xxxxxxxx-Xxxxx ActCompany Disclosure Information. (d) Since the Each Parent SEC Report DateDocument that is a registration statement, neither Parent nor any of its subsidiaries oras amended or supplemented, if applicable, filed pursuant to the Parent’s knowledge1933 Act, as of the date such registration statement or amendment became effective, did not contain any director, officer, employee, auditor, accountant, untrue statement of a material fact or representative of Parent omit to state any material fact required to be stated therein or any of its subsidiaries has received or has otherwise had or obtained knowledge of any complaint, allegation, assertion, or Action, whether written or oral, regarding the accounting or auditing practices, procedures, methodologies or methods of Parent or any of its subsidiaries or their internal control over financial reporting that would reasonably be expected to have a Parent Material Adverse Effect, including any complaint, allegation, assertion, or claim that Parent or any of its subsidiaries has engaged in illegal accounting or auditing practices. (e) Parent and its subsidiaries have implemented and maintain 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, including, that: (1) transactions are executed in accordance with management’s general or specific authorizations; (2) transactions are recorded as necessary to permit preparation of financial make the statements therein not misleading; provided, however, that the foregoing does not apply to statements in conformity with GAAP and to maintain asset accountability; (3) access to assets is permitted only in accordance with management’s general or specific authorization; and (4) omissions from any such document based upon the recorded accountability for assets is compared with the existing assets at reasonable intervals and appropriate action is taken with respect to any differencesCompany Disclosure Information.

Parent SEC Filings. (a) Parent has filed timely made all forms, registration statements, reports and documents filings required to be filed made by it with the Securities Exchange Commission (“SEC”) SEC since March December 31, 2011 2014 (such filings, the “Parent SEC Report DateFilings”). Each As of the formstheir respective dates, reports, registration statements, and other documents, filed by Parent with the SEC since the Parent SEC Report Date (such forms, registration statements, reports and other documents (“Parent SEC Documents”)) and the certifications and statements required by Rules 13a-14 and 15d-14 under the Exchange Act and Sections 302 and 906 of the Xxxxxxxx-Xxxxx Act (collectively, the “Parent Certifications”) (i) Filings complied as of the date of the filing thereof, complied to form in all material respects with the requirements of the Securities Act, Act and the Exchange Act, and the Xxxxxxxx-Xxxxx Act, as the case may be, . (b) The consolidated financial statements of Parent (including any related notes and schedules thereto) included in each case the rules and regulations thereunder, with each such Parent SEC Document having been filed on a timely basis within the time period it was required Filings complied as to be filed form, as of their respective dates of filing with the SEC pursuant to the reporting requirements of the Securities Act, the Exchange Act or the Xxxxxxxx-Xxxxx Act, as applicable, and (ii) as of its filing date (or, if amended or superseded by a subsequent filing prior to the date hereof, on as of the date of such subsequent filing) did not contain any untrue statement ), in all material respects, with all applicable accounting requirements and with the published rules and regulations of a material fact or omit to state a material fact required to be stated therein or necessary in order to make the statements made thereinSEC with respect thereto (except, in the light case of unaudited statements, as permitted by the rules of the circumstances under which they were madeSEC), not misleading. The representation have been prepared in accordance with GAAP applied on a consistent basis during the periods involved (except as may be disclosed therein), and warranties set forth fairly present, in this Section 5.06 shall not apply to all material respects, the Proxy Statement, which shall be addressed in Section 7.01 below. (b) consolidated financial position of Parent and its subsidiaries have implemented Subsidiaries and maintain disclosure controls the consolidated results of operations, changes in stockholders’ equity and procedures (cash flows of such companies as defined in Rules 13a-15(e) of the dates and 15d-15(e) under for the Exchange Act), and such controls and procedures provide reasonable assurance that (i) all information required to be disclosed by Parent in the reports that it files under the Exchange Act is recorded, processed, summarized, and reported within the time periods specified in the SEC’s rules and forms, and (ii) all such information is accumulated and communicated to Parent’s management, including its chief executive officer and chief financial officer, as appropriate to allow timely decisions regarding required disclosureshown. (c) Parent is, and since the Parent SEC Report Date has been, in compliance in all material respects with (i) has established and maintained disclosure controls and procedures and internal control over financial reporting (as such terms are defined in paragraphs (e) and (f), respectively, of Rule 13a-15 under the applicable listing and corporate governance rules and regulations of Exchange Act) as required by Rule 13a-15 under the NASDAQ Global MarketExchange Act, and (ii) has disclosed based on its most recent evaluations, to its outside auditors and the applicable provisions audit committee of the Xxxxxxxx-Xxxxx Act. Parent Board (dA) Since all significant deficiencies and material weaknesses in the Parent SEC Report Date, neither Parent nor any of its subsidiaries or, to the Parent’s knowledge, any director, officer, employee, auditor, accountant, design or representative of Parent or any of its subsidiaries has received or has otherwise had or obtained knowledge of any complaint, allegation, assertion, or Action, whether written or oral, regarding the accounting or auditing practices, procedures, methodologies or methods of Parent or any of its subsidiaries or their internal control over financial reporting that would reasonably be expected to have a Parent Material Adverse Effect, including any complaint, allegation, assertion, or claim that Parent or any of its subsidiaries has engaged in illegal accounting or auditing practices. (e) Parent and its subsidiaries have implemented and maintain a system operation of internal control over financial reporting (as defined in Rules Rule 13a-15(f) and 15d-15(f) under of the Exchange Act) sufficient that are reasonably likely to provide reasonable assurance regarding the reliability of adversely affect Parent’s ability to record, process, summarize and report financial reporting data and the preparation of (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 statements for external purposes in accordance with GAAP, including, that: (1) transactions are executed in accordance with management’s general or specific authorizations; (2) transactions are recorded as necessary to permit preparation of financial statements in conformity with GAAP and to maintain asset accountability; (3) access to assets is permitted only in accordance with management’s general or specific authorization; and (4) the recorded accountability for assets is compared with the existing assets at reasonable intervals and appropriate action is taken with respect to any differencesreporting.

Parent SEC Filings. (a) Parent has filed with or furnished to the SEC, all reports, schedules, forms, registration statements, reports prospectuses, registration statements and other documents, as such documents may be amended or supplemented, required to be filed with or furnished to the SEC by it Parent since January 1, 2016 (collectively, together with the Securities Exchange Commission (“SEC”) since March 31, 2011 (the “Parent SEC Report Date”). Each of the forms, reports, registration statements, any exhibits and schedules thereto and other documentsinformation incorporated therein, filed by Parent with the SEC since the Parent SEC Report Date (such forms, registration statements, reports and other documents (“Parent SEC Documents”). (b) and As of its filing date (or, if amended, by a filing prior to the certifications and statements required by Rules 13a-14 and 15d-14 under the Exchange Act and Sections 302 and 906 of the Xxxxxxxx-Xxxxx Act (collectivelydate hereof, the “Parent Certifications”) (i) as of on the date of such filing), each Parent SEC Document complied, and each Parent SEC Document filed subsequent to the filing thereofdate hereof and prior to the earlier of the Effective Time and the termination of this Agreement will comply on its face, complied as to form in all material respects with the applicable requirements of the Securities Act, the Exchange Act, 1933 Act and the Xxxxxxxx-Xxxxx 1934 Act, as the case may be, including in each case at the rules and regulations thereundertime of such filing. As of the date of this Agreement, there are no outstanding unresolved comments received from the staff of the SEC with each such respect to any of the Parent SEC Document having been filed on a timely basis within Documents. To the time period it was required to be filed with Knowledge of Parent, none of the Parent SEC pursuant Documents is the subject of ongoing SEC review, outstanding SEC comment or outstanding SEC investigation. No Subsidiary of Parent is subject to the periodic reporting requirements of Section 13(a) and Section 15(d) of the Securities 1934 Act, the Exchange Act or the Xxxxxxxx-Xxxxx Act, as applicable, and . (iic) as As of its filing date (or, if amended or superseded by a subsequent filing prior to the date hereof, on the date of such filing) ), each Parent SEC Document filed pursuant to the 1934 Act did not not, and each Parent SEC Document filed subsequent to the date hereof and prior to the earlier of the Effective Time and the date of the termination of this Agreement will not, 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. The representation and warranties set forth in this Section 5.06 shall ; provided, however, that the foregoing does not apply to the Proxy Statement, which shall be addressed statements in Section 7.01 below. (b) Parent and its subsidiaries have implemented and maintain disclosure controls and procedures (as defined in Rules 13a-15(e) and 15d-15(e) under the Exchange Act), and such controls and procedures provide reasonable assurance that (i) all information required to be disclosed by Parent or omissions in the reports that it files under the Exchange Act is recorded, processed, summarized, and reported within the time periods specified in the SEC’s rules and forms, and (ii) all such information is accumulated and communicated to Parent’s management, including its chief executive officer and chief financial officer, as appropriate to allow timely decisions regarding required disclosure. (c) Parent is, and since the Parent SEC Report Date has been, in compliance in all material respects with (i) the applicable listing and corporate governance rules and regulations of the NASDAQ Global Market, and (ii) the applicable provisions of the Xxxxxxxx-Xxxxx ActCompany Disclosure Information. (d) Since the Each Parent SEC Report DateDocument that is a registration statement, neither Parent nor any of its subsidiaries oras amended or supplemented, if applicable, filed pursuant to the Parent’s knowledge1933 Act, as of the date such registration statement or amendment became effective, did not contain any director, officer, employee, auditor, accountant, untrue statement of a material fact or representative of Parent omit to state any material fact required to be stated therein or any of its subsidiaries has received or has otherwise had or obtained knowledge of any complaint, allegation, assertion, or Action, whether written or oral, regarding the accounting or auditing practices, procedures, methodologies or methods of Parent or any of its subsidiaries or their internal control over financial reporting that would reasonably be expected to have a Parent Material Adverse Effect, including any complaint, allegation, assertion, or claim that Parent or any of its subsidiaries has engaged in illegal accounting or auditing practices. (e) Parent and its subsidiaries have implemented and maintain 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, including, that: (1) transactions are executed in accordance with management’s general or specific authorizations; (2) transactions are recorded as necessary to permit preparation of financial make the statements therein not misleading; provided, however, that the foregoing does not apply to statements in conformity with GAAP and to maintain asset accountability; (3) access to assets is permitted only or omissions in accordance with management’s general or specific authorization; and (4) the recorded accountability for assets is compared with the existing assets at reasonable intervals and appropriate action is taken with respect to any differencesCompany Disclosure Information.

Parent SEC Filings. (a) Parent has timely filed with the SEC all forms, registration statements, reports reports, schedules and documents statements required to be filed by it with under the Exchange Act or the Securities Exchange Commission Act (“SEC”) all such documents filed since March December 31, 2011 (2006, collectively, the “Parent SEC Report Date”). Each of the forms, reports, registration statements, and other documents, filed by Parent with the SEC since the Parent SEC Report Date (such forms, registration statements, reports and other documents (“Parent SEC Documents”)) . The Parent SEC Documents, including, without limitation, any audited or unaudited financial statements and the certifications any notes thereto and statements required by Rules 13a-14 and 15d-14 under the Exchange Act and Sections 302 and 906 of the Xxxxxxxx-Xxxxx Act schedules included therein (collectively, the “Parent CertificationsFinancial Statements”), at the time filed (in the case of registration statements, solely on the dates of effectiveness) (i) as of except to the date of the filing thereof, complied in all material respects with the requirements of the Securities Act, the Exchange Act, and the Xxxxxxxx-Xxxxx Act, as the case may be, including in each case the rules and regulations thereunder, with each such extent corrected by a subsequently filed Parent SEC Document having been filed on a timely basis within the time period it was required to be filed with the SEC pursuant to the reporting requirements of the Securities Act, the Exchange Act or the Xxxxxxxx-Xxxxx Act, as applicable, and (ii) as of its filing date (or, if amended or superseded by a subsequent filing prior to the date hereof, on the date of such filing) (i) did not contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary in order to make the statements made therein, in the light of the circumstances under which they were made, not misleading. The representation and warranties set forth in this Section 5.06 shall not apply to the Proxy Statement, which shall be addressed in Section 7.01 below. (b) Parent and its subsidiaries have implemented and maintain disclosure controls and procedures (as defined in Rules 13a-15(e) and 15d-15(e) under the Exchange Act), and such controls and procedures provide reasonable assurance that (i) all information required to be disclosed by Parent in the reports that it files under the Exchange Act is recorded, processed, summarized, and reported within the time periods specified in the SEC’s rules and forms, and (ii) all such information is accumulated and communicated to Parent’s management, including its chief executive officer and chief financial officer, as appropriate to allow timely decisions regarding required disclosure. (c) Parent is, and since the Parent SEC Report Date has been, in compliance complied in all material respects with (i) the applicable listing requirements of the Exchange Act and corporate governance the Securities Act, as the case may be, (iii) complied as to form in all material respects with applicable accounting requirements and with the published rules and regulations of the NASDAQ Global MarketSEC with respect thereto, (iv) in the case of the Parent Financial Statements, were prepared in accordance with GAAP applied on a consistent basis during the periods involved (except as may be indicated in the notes thereto or, in the case of unaudited statements, as permitted by Form 10-Q of the SEC), and (iiv) fairly present (subject in the applicable provisions case of unaudited statements to normal, recurring and year-end audit adjustments) in all material respects the consolidated financial position and status of the Xxxxxxxx-Xxxxx Act. (d) Since business of Parent as of the dates thereof and the consolidated results of its operations and cash flows for the periods then ended. Deloitte & Touche LLP is an independent registered public accounting firm with respect to Parent SEC Report Dateand has not resigned or been dismissed as independent registered public accountants of Parent as a result of or in connection with any disagreement with Parent on any matter of accounting principles or practices, financial statement disclosure or auditing scope or procedures. Notwithstanding the foregoing, neither Parent nor Buyer makes any of its subsidiaries or, representation or warranty pursuant to the Parent’s knowledge, any director, officer, employee, auditor, accountant, or representative of Parent or any of its subsidiaries has received or has otherwise had or obtained knowledge of any complaint, allegation, assertion, or Action, whether written or oral, regarding the accounting or auditing practices, procedures, methodologies or methods of Parent or any of its subsidiaries or their internal control over financial reporting that would reasonably be expected to have a Parent Material Adverse Effect, including any complaint, allegation, assertion, or claim that Parent or any of its subsidiaries has engaged in illegal accounting or auditing practices. (e) Parent and its subsidiaries have implemented and maintain 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, including, that: (1) transactions are executed in accordance with management’s general or specific authorizations; (2) transactions are recorded as necessary to permit preparation of financial statements in conformity with GAAP and to maintain asset accountability; (3) access to assets is permitted only in accordance with management’s general or specific authorization; and (4) the recorded accountability for assets is compared with the existing assets at reasonable intervals and appropriate action is taken this Section 4.06 with respect to any differencescurrent report on Form 8-K of Parent that was “furnished” rather than “filed” with the SEC.

Parent SEC Filings. (a) Parent has filed all formsAs of their respective dates, registration statements, reports and documents required to be filed by it with the Securities Exchange Commission (“SEC”) since March 31, 2011 (the “Parent SEC Report Date”). Each of the forms, reports, registration statements, and other documents, filed by Parent with the SEC since the Parent SEC Report Date (such forms, registration statements, reports and other documents (“Parent SEC Documents”)) and the certifications and statements required by Rules 13a-14 and 15d-14 under the Exchange Act and Sections 302 and 906 of the Xxxxxxxx-Xxxxx Act (collectively, the “Parent Certifications”) Reports (i) were prepared in accordance with the requirements of the Federal Securities Law, as applicable, as in effect on the date so filed, and (ii) did not, at the time they were filed (or, if amended, as of the date of the filing thereofsuch amendment), complied in all material respects with the requirements of the Securities Act, the Exchange Act, and the Xxxxxxxx-Xxxxx Act, as the case may be, including in each case the rules and regulations thereunder, with each such Parent SEC Document having been filed on a timely basis within the time period it was required to be filed with the SEC pursuant to the reporting requirements of the Securities Act, the Exchange Act or the Xxxxxxxx-Xxxxx Act, as applicable, and (ii) as of its filing date (or, if amended or superseded by a subsequent filing prior to the date hereof, on the date of such filing) did not contain any untrue statement of a material fact or omit to state a material fact required to be stated or incorporated by reference therein or necessary in order to make the statements made therein, in the light of the circumstances under which they were made, not misleading. The representation and warranties set forth in this Section 5.06 shall not apply to To the Proxy Statement, which shall be addressed in Section 7.01 below. (b) Parent and its subsidiaries have implemented and maintain disclosure controls and procedures (as defined in Rules 13a-15(e) and 15d-15(e) under the Exchange Act), and such controls and procedures provide reasonable assurance that (i) all information required to be disclosed by Parent in the reports that it files under the Exchange Act is recorded, processed, summarized, and reported within the time periods specified in the SEC’s rules and forms, and (ii) all such information is accumulated and communicated to Parent’s management, including its chief executive officer and chief financial officer, as appropriate to allow timely decisions regarding required disclosure. (c) Parent is, and since the Parent SEC Report Date Knowledge it has been, in compliance complied in all material respects with Federal Securities Laws to which it has been subject. The certifications and statements required by (ix) Rule 13a-14 under the applicable listing and corporate governance rules and regulations of the NASDAQ Global Market, Securities Exchange Act and (iiy) the applicable provisions 18 U.S.C. § 1350 (Section 1006 of the Xxxxxxxx-Xxxxx Act. ) relating to the SEC Reports are accurate and complete and comply as to form and content with all applicable Governmental Bodies in all material respects. Each of the consolidated financial statements included in or incorporated by reference into the SEC Reports (dincluding, in each case, any notes and schedules thereto) Since was prepared in accordance with United States generally accepted accounting principles (“U.S. GAAP”) applied on a consistent basis throughout the periods indicated (except as may be indicated in the notes thereto or, in the case of unaudited financial statements, as permitted by Form 10-Q of the SEC) and each fairly presents, in all material respects, the consolidated financial position, results of operations and cash flows of Parent as of the respective dates thereof and for the respective periods indicated therein, except as otherwise noted therein (subject, in the case of unaudited statements, to normal and recurring year-end adjustments). Neither the Parent nor the Purchaser have any liabilities required by US GAAP to be set forth on the consolidated balance sheet of the Parent, except for liabilities that (i) are accrued or reserved against on the face of the most recent consolidated financial statements included in or incorporated by reference into the SEC Report DateReports (including, neither Parent nor in each case, any of its subsidiaries ornotes and schedules thereto), (ii) were incurred subsequent to the Parent’s knowledgedate of the most recent consolidated financial statements included in or incorporated by reference into the SEC Reports (including, in each case, any director, officer, employee, auditor, accountantnotes and schedules thereto) in the ordinary course of business, or representative otherwise disclosed in the SEC Reports (iii) liabilities or obligations incurred in connection with the Transaction or (iv) those which do not, individually or in the aggregate, have a Material Adverse Effect. The financial records, systems, controls, data and information of Parent are recorded, stored, maintained and operated under means that are under the exclusive ownership and direct control of Parent or its accountants. Since the most recent filing of financial statements included in the SEC Reports, there has not been any of its subsidiaries Material Adverse Effect relating to Parent and no event has received occurred, and no fact, condition or has otherwise had or obtained knowledge of any complaintcircumstance exists, allegation, assertion, or Action, whether written or oral, regarding the accounting or auditing practices, procedures, methodologies or methods of Parent or any of its subsidiaries or their internal control over financial reporting that which would reasonably be expected to have result in a Parent Material Adverse Effect, including any complaint, allegation, assertion, or claim that Parent or any of its subsidiaries has engaged in illegal accounting or auditing practices. (e) Parent and its subsidiaries have implemented and maintain 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, including, that: (1) transactions are executed in accordance with management’s general or specific authorizations; (2) transactions are recorded as necessary to permit preparation of financial statements in conformity with GAAP and to maintain asset accountability; (3) access to assets is permitted only in accordance with management’s general or specific authorization; and (4) the recorded accountability for assets is compared with the existing assets at reasonable intervals and appropriate action is taken with respect to any differences.

Parent SEC Filings. (a) Since December 31, 2019, Parent has filed all forms, reports, registration statements, reports statements and other documents required to be filed by it with the Securities Exchange Commission (“SEC”) since March 31, 2011 (the “Parent SEC Report Date”). Each of the forms, reports, registration statements and other documents filed or furnished by Parent with the SEC (such forms, reports, registration statements, and other documents, filed by Parent with whether or not available through XXXXX, are collectively referred to herein as the SEC since the Parent SEC Report Date (such forms, registration statements, reports and other documents (“Parent SEC Documents”)) and the certifications and statements required by Rules 13a-14 and 15d-14 under the Exchange Act and Sections 302 and 906 of the Xxxxxxxx-Xxxxx Act (collectively, the “Parent CertificationsReports”) (i) as of the date of the filing thereofof such Parent SEC Reports, complied in all material respects with the requirements of the Securities Act, the Exchange Act, Act and the Xxxxxxxx-Xxxxx Act, as the case may be, including in each case the rules and regulations thereunder, with each such Parent SEC Document having been filed on a timely basis within the time period it was required to be filed with the SEC pursuant to the reporting requirements of the Securities Act, the Exchange Act or the Xxxxxxxx-Xxxxx Act, as applicable, and (ii) as of its the date of the filing date of such Parent SEC Reports (or, if amended or superseded by a subsequent filing prior to the date hereofof this Agreement, on the date of such filing) ), did not contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary in order to make the statements made therein, in the light of the circumstances under which they were made, not misleading. The representation and warranties set forth As of the date of this Agreement, there are no material outstanding or unresolved comments in this Section 5.06 shall not apply comment letters received by Parent from the SEC or its staff, and, to the Proxy StatementKnowledge of Parent, which shall be addressed in Section 7.01 belownone of the Parent SEC Reports is the subject of ongoing SEC review. (b) Parent and its subsidiaries Subsidiaries have implemented and maintain disclosure controls and procedures (as defined in Rules 13a-15(e) and 15d-15(e) under the Exchange Act), and such as required by Rule 13a-15 under the Exchange Act. Such disclosure controls and procedures provide reasonable assurance are designed to ensure that (i) all material information related to Parent, including its consolidated Subsidiaries, required to be disclosed by Parent in the reports that it files or submits under the Exchange Act is accumulated and communicated to the principal executive officer and principal financial officer of Parent to allow timely decisions regarding required disclosure; and such disclosure controls and procedures are effective to ensure that information required to be disclosed by Parent in the reports that it files or submits under the Exchange Act is recorded, processed, summarized, and reported within the time periods specified in the SEC’s rules and forms, and (ii) all such information is accumulated and communicated to Parent’s management, including its chief executive officer and chief financial officer, as appropriate to allow timely decisions regarding required disclosure. (c) Parent is, and since the Parent SEC Report Date has been, in compliance in all material respects with (i) the applicable listing and corporate governance rules and regulations of the NASDAQ Global Market, and (ii) the applicable provisions of the Xxxxxxxx-Xxxxx Act. (d) Since the Parent SEC Report Date, neither Parent nor any of its subsidiaries or, to the Parent’s knowledge, any director, officer, employee, auditor, accountant, or representative of Parent or any of its subsidiaries has received or has otherwise had or obtained knowledge of any complaint, allegation, assertion, or Action, whether written or oral, regarding the accounting or auditing practices, procedures, methodologies or methods of Parent or any of its subsidiaries or their internal control over financial reporting that would reasonably be expected to have a Parent Material Adverse Effect, including any complaint, allegation, assertion, or claim that Parent or any of its subsidiaries has engaged in illegal accounting or auditing practices. (e) Parent and its subsidiaries have implemented and maintain a system of maintains internal control over financial reporting (as defined in Rules 13a-15(f) and 15d-15(f) Rule 13a-15 or 15d-15, as applicable, under the Exchange Act) sufficient ). Such internal control over financial reporting is designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with GAAP. Parent has disclosed, includingbased on the most recent evaluation of its principal executive officer and its principal financial officer prior to the date of this Agreement, that: to Parent’s auditors and the audit committee of the Parent Board (1i) transactions any significant deficiencies and material weaknesses in the design or operation of its internal controls over financial reporting that are executed reasonably likely to adversely affect Parent’s ability to record, process, summarize and report financial information and (ii) any fraud, whether or not material, that involves management or other employees who have a significant role in accordance with managementParent’s general internal control over financial reporting. Prior to the date of this Agreement, Parent has made available to the Company either materials relating to, or specific authorizations; a summary of, any disclosure of matters described in clauses (2i) transactions are recorded as necessary or (ii) in the preceding sentence made by management of Parent to permit preparation its auditors and audit committee on or after December 31, 2020 and prior to the date of financial statements in conformity with GAAP and to maintain asset accountability; (3) access to assets is permitted only in accordance with management’s general or specific authorization; and (4) the recorded accountability for assets is compared with the existing assets at reasonable intervals and appropriate action is taken with respect to any differencesthis Agreement.

Parent SEC Filings. (a) Parent has since January 1, 2002 timely filed all reports, schedules, forms, registration statementsstatements and other documents (including exhibits and other information incorporated therein) (i) that Parent would be required to file with the SEC if Parent were a reporting person under the Exchange Act (other than requirements arising under Sections 14 and 16 of the Exchange Act) (collectively, reports the "Parent SEC Filings") and documents (ii) required to be filed by it Parent in accordance with the Securities Exchange Commission (“SEC”) since March 31, 2011 (the “Parent SEC Report Date”). Each of the forms, reports, registration statements, and other documents, filed by Parent with the SEC since the Parent SEC Report Date (such forms, registration statements, reports and other documents (“Parent SEC Documents”)) and the certifications and statements required by Rules 13a-14 and 15d-14 under the Exchange Act and Sections 302 and 906 of the Xxxxxxxx-Xxxxx Act Canadian securities laws (collectively, the “Parent Certifications”) (i) as "Canadian Filings"). As of their respective filing dates, and if amended, the date of such amendment, (A) the filing thereof, Parent SEC Filings complied as to form in all material respects with the requirements of the Securities Act, the Exchange Act, Act and the Xxxxxxxx-Xxxxx Act, as the case may be, including in each case the rules and regulations thereunder, with each promulgated thereunder applicable to such Parent SEC Document having been filed on a timely basis within Filings and (B) the time period it was required Canadian Filings complied as to be filed form in all material respects with the SEC pursuant to the reporting requirements of British Columbia corporate and Canadian securities laws applicable to such filings. None of the Securities ActParent SEC Filings, as of their respective filing dates, and, if amended, the Exchange Act or the Xxxxxxxx-Xxxxx Act, as applicable, and (ii) as dates of its filing date (orsuch amendment, if amended or superseded by a subsequent filing any, filed prior to the date hereof, on the date of such filing) did not 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. As of the date hereof, except to the extent that information contained in any Parent SEC Filing has been revised, amended, supplemented or superseded by a later filed Parent SEC Filing with the SEC, to the Knowledge of Parent, none of the Parent SEC Filings 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 made therein, in the light of the circumstances under which they were made, not misleading. The representation and warranties set forth in this Section 5.06 shall not apply to the Proxy Statement, which shall be addressed in Section 7.01 below. (b) The financial statements (including the related notes) of Parent included in the Parent SEC Filings complied at the time they were filed, or if amended, the date of such amendment, as to form in all material respects with applicable accounting requirements and the published rules and regulations of the SEC with respect thereto, were prepared in accordance with GAAP (except, in the case of unaudited statements, as permitted by the rules and regulations of the SEC) applied on a consistent basis during the periods involved (except as may be indicated in the notes thereto) and each fairly presented in all material respects the consolidated financial position of Parent and its subsidiaries have implemented consolidated Subsidiaries as of the respective dates thereof and maintain disclosure controls the consolidated results of their operations and procedures cash flows for the respective periods then ended (as defined in Rules 13a-15(e) and 15d-15(e) under the Exchange Act)subject, and such controls and procedures provide reasonable assurance that (i) all information required to be disclosed by Parent in the reports that it files under the Exchange Act is recordedcase of unaudited statements, processed, summarized, and reported within the time periods specified in the SEC’s rules and forms, and (ii) all such information is accumulated and communicated to Parent’s management, including its chief executive officer and chief financial officer, as appropriate to allow timely decisions regarding required disclosurenormal year-end audit adjustments). (c) Except as and to the extent set forth on the consolidated balance sheet of Parent isand its Subsidiaries as of December 31, and since 2003 included in Parent's Form 10-K for the year ended December 31, 2003, including the notes thereto (the "Parent Form 10-K"), or in the financial statements included in any Parent SEC Filing filed prior to the date hereof with the SEC after filing the Parent SEC Report Date has been, in compliance in all material respects with (i) the applicable listing and corporate governance rules and regulations of the NASDAQ Global Market, and (ii) the applicable provisions of the XxxxxxxxForm 10-Xxxxx Act. (d) Since the Parent SEC Report DateK, neither Parent nor any of its subsidiaries orSubsidiaries has any liabilities or obligations of any nature (whether accrued, to absolute, contingent or otherwise), except for (i) liabilities or obligations incurred in the ordinary course of business consistent with past practice since December 31, 2003, (ii) liabilities and obligations incurred in connection with this Agreement and Parent’s knowledge, any director, officer, employee, auditor, accountant, or representative of Parent or any 's performance of its subsidiaries has received or has otherwise had or obtained knowledge of any complaintobligations hereunder, allegation, assertion, or Action, whether written or oral, regarding the accounting or auditing practices, procedures, methodologies or methods of Parent or any of its subsidiaries or their internal control over financial reporting and (iii) liabilities and obligations that would not reasonably be expected to have a Parent Material Adverse Effect, including any complaint, allegation, assertionEffect on Parent. None of the Subsidiaries of Parent are, or claim that Parent or have at any time since January 1, 2002 been, subject to the reporting requirements of its subsidiaries has engaged in illegal accounting or auditing practicesSections 13(a) and 15(d) of the Exchange Act. (ed) Parent and its subsidiaries have implemented and maintain a system of internal control over financial reporting No "material contract" (as such term is defined in Rules 13a-15(fItem 601(b)(10) and 15d-15(fof Regulation S-K of the SEC) filed as an exhibit to the Parent Form 10-K has been amended or modified, except for such amendments or modifications that have been filed with the SEC as an exhibit to a subsequently dated Parent SEC Filing or would not currently be required to be filed with the SEC if Parent were a reporting Person 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, including, that: (1) transactions are executed in accordance with management’s general or specific authorizations; (2) transactions are recorded as necessary to permit preparation of financial statements in conformity with GAAP and to maintain asset accountability; (3) access to assets is permitted only in accordance with management’s general or specific authorization; and (4) the recorded accountability for assets is compared with the existing assets at reasonable intervals and appropriate action is taken with respect to any differences.

Parent SEC Filings. (a) Parent has timely filed all reports, schedules, forms, registration statements, reports statements and other documents required to be filed by it with the Securities Exchange Commission (“SEC”) since March 31, 2011 (the “Parent SEC Report Date”). Each of the forms, reports, registration statements, and other documents, filed by Parent with the SEC since January 1, 2013 (together with any documents furnished during such period by Parent to the Parent SEC Report Date (such on a voluntary basis on Current Reports on Form 8-K and any reports, schedules, forms, registration statements, reports statements and other documents (filed with the SEC subsequent to the date hereof, collectively, the “Parent SEC Documents”). Each of the Parent SEC Documents, as amended prior to the date of this Agreement, complied (and each Parent SEC Document filed subsequent to the date hereof will comply) in all material respects with, to the extent in effect at the time of filing or furnishing, the requirements of the Securities Act and the certifications and statements required by Rules 13a-14 and 15d-14 under the Exchange Act applicable to such Parent SEC Documents, and Sections 302 and 906 none of the Xxxxxxxx-Xxxxx Act (collectivelyParent SEC Documents when filed or furnished or, if amended prior to the “Parent Certifications”) (i) date of this Agreement, as of the date of such amendment, contained, or with respect to the filing thereof, complied in all material respects with the requirements of the Securities Act, the Exchange Act, and the Xxxxxxxx-Xxxxx Act, as the case may be, including in each case the rules and regulations thereunder, with each such Parent SEC Document having been Documents filed on a timely basis within the time period it was required to be filed with the SEC pursuant to the reporting requirements of the Securities Act, the Exchange Act or the Xxxxxxxx-Xxxxx Act, as applicable, and (ii) as of its filing date (or, if amended or superseded by a subsequent filing prior to the date hereof, on the date of such filing) did not contain will 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 made therein, in the light of the circumstances under which they were made, not misleading. The representation and warranties set forth in this Section 5.06 shall not apply to the Proxy Statement, which shall be addressed in Section 7.01 below. (b) Parent and its subsidiaries have implemented and maintain disclosure controls and procedures (as defined in Rules 13a-15(e) and 15d-15(e) under the Exchange Act), and such controls and procedures provide reasonable assurance that (i) all information required to be disclosed by Parent in the reports that it files under the Exchange Act is recorded, processed, summarized, and reported within the time periods specified in the SEC’s rules and forms, and (ii) all such information is accumulated and communicated to Parent’s management, including its chief executive officer and chief financial officer, as appropriate to allow timely decisions regarding required disclosure. (c) Parent is, and since the Parent SEC Report Date has been, in compliance in all material respects with (i) the applicable listing and corporate governance rules and regulations of the NASDAQ Global Market, and (ii) the applicable provisions of the Xxxxxxxx-Xxxxx Act. (d) Since the Parent SEC Report Date, neither Parent nor any of its subsidiaries or, to the Parent’s knowledge, any director, officer, employee, auditor, accountant, or representative of Parent or any of its subsidiaries has received or has otherwise had or obtained knowledge of any complaint, allegation, assertion, or Action, whether written or oral, regarding the accounting or auditing practices, procedures, methodologies or methods of Parent or any of its subsidiaries or their internal control over financial reporting that would reasonably be expected to have a Parent Material Adverse Effect, including any complaint, allegation, assertion, or claim that Parent or any of its subsidiaries has engaged in illegal accounting or auditing practices. (e) Parent and its subsidiaries have implemented and maintain 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, including, that: (1) transactions are executed in accordance with management’s general or specific authorizations; (2) transactions are recorded as necessary to permit preparation of financial statements in conformity with GAAP and to maintain asset accountability; (3) access to assets is permitted only in accordance with management’s general or specific authorization; and (4) the recorded accountability for assets is compared with the existing assets at reasonable intervals and appropriate action is taken with respect to any differences.

Parent SEC Filings. Parent filed with the Commission (a) Parent has its Annual Report on Form 10-K for the fiscal year ended December 31, 2010, (b) such Quarterly Reports on Form 10-Q since December 31, 2010 as are required to be filed pursuant to the Exchange Act, (c) such Current Reports on Form 8-K since December 31, 2010 as are required to be filed pursuant to the Exchange Act, (d) all formsproxy statements relating to all meetings of Parent’s stockholders (whether annual or special) since December 31, registration statements2010, and (e) all other reports and documents required to be filed by it Parent with the Securities Exchange Commission (“SEC”) since March after December 31, 2011 2010 pursuant to Section 13(a) of the Exchange Act (the each such document, excluding any exhibits thereto, a “Parent SEC Report DateFiling”). Each of the formsExcept as set forth on Schedule 7.6, reports, registration statements, and other documents, filed by Parent with the SEC since the each Parent SEC Report Date (Filing, at the time such forms, registration statements, reports and other documents (“Parent SEC Documents”)) and report was filed with or furnished to the certifications and statements required by Rules 13a-14 and 15d-14 under the Exchange Act and Sections 302 and 906 of the Xxxxxxxx-Xxxxx Act (collectively, the “Parent Certifications”) (i) as of the date of the filing thereof, Commission complied in all material respects with the requirements of the Securities Act, Act and the Exchange Act, and the Xxxxxxxx-Xxxxx Act, as the case may be, including in each case the rules and regulations thereunder, with each such . No Parent SEC Document having been filed on a timely basis within Filing, at the time period it such report was required to be filed with the SEC pursuant or furnished to the reporting requirements of the Securities ActCommission, the Exchange Act or the Xxxxxxxx-Xxxxx Act, as applicable, and (ii) as of its filing date (or, if amended or superseded by a subsequent filing prior to the date hereof, on the date of such filing) did not contain contained 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 contained therein, in the light of the circumstances under which they were made, not misleading. The representation and warranties set forth financial statements of Parent included in this Section 5.06 shall not apply to the Proxy Statement, which shall be addressed in Section 7.01 below. (b) Parent and its subsidiaries have implemented and maintain disclosure controls and procedures (as defined in Rules 13a-15(e) and 15d-15(e) under the Exchange Act), and such controls and procedures provide reasonable assurance that (i) all information required to be disclosed by Parent in the reports that it files under the Exchange Act is recorded, processed, summarized, and reported within the time periods specified in the SEC’s rules and forms, and (ii) all such information is accumulated and communicated to Parent’s management, including its chief executive officer and chief financial officer, as appropriate to allow timely decisions regarding required disclosure. (c) Parent is, and since the Parent SEC Report Date has been, in compliance Filings complied as to form in all material respects with (i) the applicable listing and corporate governance published rules and regulations of the NASDAQ Global MarketCommission with respect thereto, and were prepared in accordance with GAAP applied on a consistent basis throughout the periods indicated (ii) except as may be indicated in the applicable provisions of the Xxxxxxxx-Xxxxx Act. (d) Since the Parent SEC Report Date, neither Parent nor any of its subsidiaries notes thereto or, to in the Parent’s knowledgecase of unaudited financial statements, any director, officer, employee, auditor, accountant, as permitted under Form 10-Q or representative of Parent or any of its subsidiaries has received or has otherwise had or obtained knowledge of any complaint, allegation, assertion, or Action, whether written or oral, regarding the accounting or auditing practices, procedures, methodologies or methods of Parent or any of its subsidiaries or their internal control over financial reporting that would reasonably be expected to have a Parent Material Adverse Effect, including any complaint, allegation, assertion, or claim that Parent or any of its subsidiaries has engaged in illegal accounting or auditing practices. (e) Parent and its subsidiaries have implemented and maintain a system of internal control over financial reporting (as defined in Rules 13a-15(f) and 15d-15(f) Form 8-K under the Exchange Act) sufficient to provide reasonable assurance regarding and fairly presented in all material respects the reliability consolidated financial position of financial reporting Parent and its consolidated subsidiaries as of the respective dates thereof and the preparation consolidated results of financial statements Parent’s operations and cash flows for external purposes the periods indicated (subject, in accordance with GAAPthe case of unaudited statements, including, that: (1) transactions are executed to normal and recurring year end audit adjustments). Parent is not an ineligible issuer as defined in accordance with management’s general or specific authorizations; (2) transactions are recorded as necessary to permit preparation of financial statements in conformity with GAAP and to maintain asset accountability; (3) access to assets is permitted only in accordance with management’s general or specific authorization; and (4) Rule 405 under the recorded accountability for assets is compared with the existing assets at reasonable intervals and appropriate action is taken with respect to any differencesSecurities Act.

Parent SEC Filings. (a) Parent has timely filed all reports, schedules, forms, registration statements, reports statements and other documents required to be filed by it with the Securities Exchange Commission (“SEC”) since March 31, 2011 (the “Parent SEC Report Date”). Each of the forms, reports, registration statements, and other documents, filed by Parent with the SEC since September 27, 2010 (together with any documents furnished during such period by Parent to the Parent SEC Report Date (such on a voluntary basis on Current Reports on Form 8-K and any reports, schedules, forms, registration statements, reports statements and other documents (filed with the SEC subsequent to the date hereof, collectively, the “Parent SEC Documents”). Each of the Parent SEC Documents, as amended prior to the date of this Agreement, complied (and each Parent SEC Document filed subsequent to the date hereof will comply) in all respects with, to the extent in effect at the time of filing or furnishing, the requirements of the Securities Act and the certifications and statements required by Rules 13a-14 and 15d-14 under the Exchange Act applicable to such Parent SEC Documents, and Sections 302 and 906 none of the Xxxxxxxx-Xxxxx Act (collectivelyParent SEC Documents when filed or furnished or, if amended prior to the “Parent Certifications”) (i) date of this Agreement, as of the date of the filing thereofsuch amendment, complied in all material respects contained, or with the requirements of the Securities Act, the Exchange Act, and the Xxxxxxxx-Xxxxx Act, as the case may be, including in each case the rules and regulations thereunder, with each such respect to Parent SEC Document having been Documents filed on a timely basis within the time period it was required to be filed with the SEC pursuant to the reporting requirements of the Securities Act, the Exchange Act or the Xxxxxxxx-Xxxxx Act, as applicable, and (ii) as of its filing date (or, if amended or superseded by a subsequent filing prior to the date hereof, on the date of such filing) did not contain will 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 made therein, in the light of the circumstances under which they were made, not misleading. The representation and warranties set forth in this Section 5.06 shall not apply To the Knowledge of Parent, there are no unresolved comments received from the SEC staff with respect to the Proxy StatementParent SEC Documents on or prior to the date hereof. To the Knowledge of Parent, which shall be addressed in Section 7.01 belownone of the Parent SEC Documents filed on or prior to the date hereof is subject to ongoing SEC review or investigation. (b) Parent and its subsidiaries have implemented and maintain disclosure controls and procedures (as defined in Rules 13a-15(e) and 15d-15(e) under the Exchange Act), and such controls and procedures provide reasonable assurance that (i) all information required to be disclosed by Parent in the reports that it files under the Exchange Act is recorded, processed, summarized, and reported within the time periods specified in the SEC’s rules and forms, and (ii) all such information is accumulated and communicated to Parent’s management, including its chief executive officer and chief financial officer, as appropriate to allow timely decisions regarding required disclosure. (c) Parent is, and since the Parent SEC Report Date has been, in compliance in all material respects with (i) the applicable listing and corporate governance rules and regulations of the NASDAQ Global Market, and (ii) the applicable provisions of the Xxxxxxxx-Xxxxx Act. (d) Since the Parent SEC Report Date, neither Parent nor any of its subsidiaries or, to the Parent’s knowledge, any director, officer, employee, auditor, accountant, or representative of Parent or any of its subsidiaries has received or has otherwise had or obtained knowledge of any complaint, allegation, assertion, or Action, whether written or oral, regarding the accounting or auditing practices, procedures, methodologies or methods of Parent or any of its subsidiaries or their internal control over financial reporting that would reasonably be expected to have a Parent Material Adverse Effect, including any complaint, allegation, assertion, or claim that Parent or any of its subsidiaries has engaged in illegal accounting or auditing practices. (e) Parent and its subsidiaries have implemented and maintain maintains a system of internal control over financial reporting (as defined in within the meaning of Rules 13a-15(f) and 15d-15(f) under of the Exchange Act) sufficient to provide reasonable assurance assurances regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with GAAP. Parent (i) maintains disclosure controls and procedures (within the meaning of Rules 13a-15(e) and 15d-15(e) of the Exchange Act) designed to ensure that information required to be disclosed by Parent in the Parent SEC Documents that it files pursuant to the Exchange Act is recorded, includingprocessed, that:summarized and reported within the time periods specified in the SEC’s rules and forms, including that information required to be disclosed by Parent in the Parent SEC Documents that it files pursuant to the Exchange Act is accumulated and communicated to management of Parent, as appropriate, to allow timely decisions regarding required disclosure, and (ii) has disclosed, based upon the most recent (prior to the date of this Agreement) evaluation by the principal executive officer and principal financial officer of Parent of Parent’s internal control over financial reporting, to its auditors and the audit committee of the Parent Board (A) all significant deficiencies and material weaknesses in the design or operation of Parent’s internal control over financial reporting which are reasonably likely to adversely affect in any material respect its ability to record, process, summarize and report financial data 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 has made available to VTBH true and complete copies of any such disclosure contemplated by clauses (A) and (B) made by management to Parent’s independent auditors and the audit committee of the Parent Board since September 27, 2010. (1c) transactions are executed 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 (including any Contract 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, on the other hand, or any “off-balance sheet arrangement” (as defined in accordance with management’s general Item 303(a) of Regulation S-K promulgated by the SEC)), where the result, purpose or specific authorizations;intended effect of such Contract is to avoid disclosure of any transaction involving, or liabilities of, Parent or any of its Subsidiaries in the Parent SEC Documents. (2d) transactions are recorded as necessary to permit preparation of financial statements Parent is in conformity compliance in all material respects with GAAP and to maintain asset accountability; (3) access to assets is permitted only in accordance with management’s general or specific authorization; and (4i) the recorded accountability for assets is compared with provisions of the existing assets at reasonable intervals Sxxxxxxx-Xxxxx Act of 2002, as amended and appropriate action is taken with respect (ii) the rules and regulations of NASDAQ, in each case, that are applicable to any differencesParent.

Parent SEC Filings. (a) Since April 26, 2017, Parent has filed all forms, reports, registration statements, reports statements and other documents required to be filed by it with the Securities Exchange Commission (“SEC”) since March 31, 2011 (the “Parent SEC Report Date”). Each of the forms, reports, registration statements and other documents filed or furnished by Parent with the SEC (such forms, reports, registration statements, and other documents, filed by Parent with whether or not available through XXXXX, are collectively referred to herein as the SEC since the Parent SEC Report Date (such forms, registration statements, reports and other documents (“Parent SEC Documents”)) and the certifications and statements required by Rules 13a-14 and 15d-14 under the Exchange Act and Sections 302 and 906 of the Xxxxxxxx-Xxxxx Act (collectively, the “Parent CertificationsReports”) (i) as of the date of the filing thereofof such report, complied in all material respects with the requirements of the Securities Act, the Exchange Act, Act and the Xxxxxxxx-Xxxxx Act, as the case may be, including in each case the rules and regulations thereunder, with each such Parent SEC Document having been filed on a timely basis within the time period it was required to be filed with the SEC pursuant to the reporting requirements of the Securities Act, the Exchange Act or the Xxxxxxxx-Xxxxx Act, as applicable, and (ii) as of its filing date (or, if amended or superseded by a subsequent filing prior to the date hereofof this Agreement, on the date of such filing) did not contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary in order to make the statements made therein, in the light of the circumstances under which they were made, not misleading. The representation and warranties set forth As of the date of this Agreement, there are no material outstanding or unresolved comments in this Section 5.06 shall not apply comment letters received by Parent from the SEC or its staff, and, to the Proxy StatementKnowledge of Parent, which shall be addressed in Section 7.01 belownone of the Parent SEC Reports is the subject of ongoing SEC review. (b) Parent is, and since April 26, 2017, has been, in compliance with the applicable NYSE Rules. Parent is, and since April 26, 2017 has been, in compliance with the provisions of SOX applicable to an “emerging growth company” within the meaning of the federal securities laws. (c) Parent and its subsidiaries Subsidiaries have implemented and maintain disclosure controls and procedures (as defined in Rules 13a-15(e) and 15d-15(e) under the Exchange Act), and such as required by Rule 13a-15 under the Exchange Act. Such disclosure controls and procedures provide reasonable assurance are designed to ensure that (i) all material information related to Parent, including its consolidated Subsidiaries, required to be disclosed by Parent in the reports that it files or submits under the Exchange Act is accumulated and communicated to the principal executive officer and principal financial officer of Parent to allow timely decisions regarding required disclosure; and such disclosure controls and procedures are effective to ensure that information required to be disclosed by Parent in the reports that it files or submits under the Exchange Act is recorded, processed, summarized, and reported within the time periods specified in the SEC’s rules and forms, and (ii) all such information is accumulated and communicated to Parent’s management, including its chief executive officer and chief financial officer, as appropriate to allow timely decisions regarding required disclosure. (c) Parent is, and since the Parent SEC Report Date has been, in compliance in all material respects with (i) the applicable listing and corporate governance rules and regulations of the NASDAQ Global Market, and (ii) the applicable provisions of the Xxxxxxxx-Xxxxx Act. (d) Since the Parent SEC Report Date, neither Parent nor any of its subsidiaries or, to the Parent’s knowledge, any director, officer, employee, auditor, accountant, or representative of Parent or any of its subsidiaries has received or has otherwise had or obtained knowledge of any complaint, allegation, assertion, or Action, whether written or oral, regarding the accounting or auditing practices, procedures, methodologies or methods of Parent or any of its subsidiaries or their internal control over financial reporting that would reasonably be expected to have a Parent Material Adverse Effect, including any complaint, allegation, assertion, or claim that Parent or any of its subsidiaries has engaged in illegal accounting or auditing practices. (e) Parent and its subsidiaries Subsidiaries have implemented and maintain a system of internal control over financial reporting (as defined in Rules 13a-15(f) and 15d-15(f) under the Exchange Act) sufficient designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with GAAP, including, that:. (1e) transactions Based on its most recent evaluation of its internal controls prior to the date hereof, Parent has disclosed to its auditors and its audit committee (A) all known significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting (as defined in Rule 13a-15(f) of the Exchange Act) which are executed reasonably likely to adversely affect in accordance with management’s general any material respect its ability to record, process, summarize and report its consolidated financial information and (B) any known fraud, whether or specific authorizations; (2) transactions are recorded as necessary to permit preparation of not material, that involves management or other employees who have a significant role in its internal controls over financial statements in conformity with GAAP and to maintain asset accountability; (3) access to assets is permitted only in accordance with management’s general or specific authorization; and (4) the recorded accountability for assets is compared with the existing assets at reasonable intervals and appropriate action is taken with respect to any differencesreporting.

Parent SEC Filings. (a) Each Seller covenants and agrees that it shall furnish all information as may be reasonably required by applicable securities laws or reasonably requested by Parent has filed all forms, registration statements, reports and documents required to be filed by it in connection with the Securities Exchange Commission (“SEC”) since March 31preparation, 2011 (filing and distribution of any prospectus supplement to the “Parent SEC Report Date”). Each prospectus that is a part of the Registration Statement or to any post-effective amendment to the Registration Statement, forms, reports, registration definitive proxy statements, schedules, statements and other documents, documents filed or furnished by Parent with the SEC since the Parent SEC Report Date (such forms, registration statements, reports and other documents (“Parent SEC Documents”)) and the certifications and statements required by Rules 13a-14 and 15d-14 under the Exchange Securities Act and Sections 302 and 906 of the Xxxxxxxx-Xxxxx Act (collectively, the “Parent Certifications”) (i) as of the date of the filing thereof, complied in all material respects with the requirements of the Securities Act, or the Exchange Act, and the Xxxxxxxx-Xxxxx Act, as the case may be, including in each case together with all certifications required pursuant to the rules Sxxxxxxx-Xxxxx Act of 2002, such documents and regulations thereunder, with each such Parent SEC Document having been filed on a timely basis within the time period it was required any other documents to be filed by Parent with the SEC pursuant (collectively, the “Parent SEC Filings”). If, at any time, any information relating to the reporting requirements of Sellers for use in any Parent SEC Filings should be discovered by Parent or such Sellers which should be but is not set forth in the Securities ActParent SEC Filings, so that the Exchange Act or the Xxxxxxxx-Xxxxx Actapplicable Parent SEC Filings, as applicable, and (ii) as of its filing date (or, if amended or superseded by a subsequent filing prior to the date hereof, on the date of such filing) did would not contain include any untrue statement misstatement 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. The representation , each of such Sellers covenants and warranties set forth in this Section 5.06 agrees that such Seller shall ensure that such information shall promptly be provided to Parent so that an appropriate amendment or supplement describing such information shall be promptly filed with the SEC, and until such correction is made, the Sellers agree not apply to use any prospectus supplement to the Proxy Statement, which shall be addressed in Section 7.01 below. (b) Parent and its subsidiaries have implemented and maintain disclosure controls and procedures (as defined in Rules 13a-15(e) and 15d-15(e) under the Exchange Act), and such controls and procedures provide reasonable assurance prospectus that (i) all information required to be disclosed by Parent in the reports that it files under the Exchange Act is recorded, processed, summarized, and reported within the time periods specified in the SEC’s rules and forms, and (ii) all such information is accumulated and communicated to Parent’s management, including its chief executive officer and chief financial officer, as appropriate to allow timely decisions regarding required disclosure. (c) Parent is, and since the Parent SEC Report Date has been, in compliance in all material respects with (i) the applicable listing and corporate governance rules and regulations a part of the NASDAQ Global Market, and (ii) the applicable provisions of the XxxxxxxxRegistration Statement or to any post-Xxxxx Act. (d) Since the Parent SEC Report Date, neither Parent nor any of its subsidiaries or, effective amendment to the Parent’s knowledge, any director, officer, employee, auditor, accountant, or representative of Parent or any of its subsidiaries has received or has otherwise had or obtained knowledge of any complaint, allegation, assertion, or Action, whether written or oral, regarding the accounting or auditing practices, procedures, methodologies or methods of Parent or any of its subsidiaries or their internal control over financial reporting that would reasonably be expected to have a Parent Material Adverse Effect, including any complaint, allegation, assertion, or claim that Parent or any of its subsidiaries has engaged in illegal accounting or auditing practicesRegistration Statement. (e) Parent and its subsidiaries have implemented and maintain 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, including, that: (1) transactions are executed in accordance with management’s general or specific authorizations; (2) transactions are recorded as necessary to permit preparation of financial statements in conformity with GAAP and to maintain asset accountability; (3) access to assets is permitted only in accordance with management’s general or specific authorization; and (4) the recorded accountability for assets is compared with the existing assets at reasonable intervals and appropriate action is taken with respect to any differences.