Common use of Parent SEC Reports Clause in Contracts

Parent SEC Reports. Since August 1, 2014, Parent has filed or furnished (as applicable) all forms, reports, schedules, statements and other documents with the SEC that have been required to be filed or furnished by it under applicable Laws prior to the date hereof (all such forms, reports, schedules, statements and other documents, as amended and supplemented, and together with all exhibits and schedules thereto, the “Parent SEC Reports”). As of its filing date (or, if amended or superseded by a filing prior to the date of this Agreement, on the date of such amended or superseded filing), (a) each Parent SEC Report complied as to form in all material respects with the applicable requirements of the Securities Act, the Exchange Act or the Xxxxxxxx-Xxxxx Act, as the case may be (including, in each case, the rules and regulations promulgated thereunder), each as in effect on the date such Parent SEC Report was filed, and (b) each Parent SEC Report did not contain any untrue statement of a material fact or omit to state any material fact necessary in order to make the statements made therein, in light of the circumstances under which they were made, not misleading. None of Parent’s Subsidiaries is required to file or furnish (as applicable) any forms, reports or other documents with the SEC or any foreign Governmental Authority that performs a similar function to that of the SEC. No executive officer of Parent has failed to make the certifications required of him or her under Section 302 or Section 906 of the Xxxxxxxx-Xxxxx Act with respect to any Parent SEC Report, except as disclosed in certifications filed with the Parent SEC Reports. Neither Parent nor any of its executive officers has received notice from any Governmental Authority challenging or questioning the accuracy, completeness, form or manner of filing of such certifications. As of the date of this Agreement, there are no outstanding or unresolved comments in the comment letters received from the SEC staff with respect to the Parent SEC Reports. As of the date hereof, none of the Parent SEC Reports is subject to outstanding SEC comment or, to Parent’s Knowledge, investigation.

Parent SEC Reports. (a) Since August January 1, 20142015, Parent has filed or furnished (as applicable) all forms, reports, schedules, statements and other documents with the SEC that have been required to be so filed or furnished (as applicable) by it under applicable Laws Applicable Law at or prior to the date hereof time so required (all such forms, reports, schedules, statements and other documents, as amended and supplemented, and together with all exhibits any other forms, reports, schedules, statements or other documents filed or furnished (as applicable) by Parent with the SEC after January 1, 2015 and schedules theretoat or prior to the Effective Time that are not required to be so filed or furnished, the “Parent SEC Reports”). . (b) Each Parent SEC Report complied, or will comply, as the case may be, as of its filing date (or, if amended or superseded by a filing, on the date of such amended or superseded filing), as to form in all material respects with the applicable requirements of the Securities Act or the Exchange Act, as the case may be, and with all applicable provisions of the Xxxxxxxx-Xxxxx Act, each as in effect on the date such Parent SEC Report was, or will be, filed. (c) As of its filing date (or, if amended or superseded by a filing prior to the date of this Agreementfiling, on the date of such amended or superseded filing), (a) each Parent SEC Report complied as to form in all material respects with the applicable requirements of the Securities Actdid not, the Exchange Act or the Xxxxxxxx-Xxxxx Actwill not, as the case may be (includingbe, in each case, the rules and regulations promulgated thereunder), each as in effect on the date such Parent SEC Report was filed, and (b) each Parent SEC Report did not contain any untrue statement of a material fact or omit to state any material fact necessary in order to make the statements made therein, in the light of the circumstances under which they were made, not misleading. None . (d) As of Parent’s Subsidiaries is required the date of this Agreement, (i) there are no outstanding or unresolved comments in any comment letters of the staff of the SEC received by Parent relating to file the Parent SEC Reports or furnish (as applicable) any forms, reports or other documents registration statement filed by Parent with the SEC or and (ii) no Parent SEC Report nor any foreign Governmental Authority that performs a similar function registration statement filed by Parent with the SEC is, to that the Knowledge of Parent, the SEC. No subject of ongoing SEC review. (e) Since January 1, 2015, no executive officer of Parent has failed to make the certifications required of him or her under Section 302 or Section 906 of the Xxxxxxxx-Xxxxx Act with respect to any Parent SEC Report, except as disclosed in certifications filed with the Parent SEC Reports. Neither Since August 1, 2015, neither Parent nor any of its executive officers has received any written notice from any Governmental Authority Entity challenging or questioning the accuracy, completeness, form or manner of filing of such certifications. As of the date of this Agreement, there are no outstanding or unresolved comments in the comment letters received from the SEC staff with respect to the Parent SEC Reports. As of the date hereof, none of the Parent SEC Reports is subject to outstanding SEC comment or, to Parent’s Knowledge, investigation.

Parent SEC Reports. Since August 1, 2014, (a) The Parent has filed or furnished (as applicable) all forms, reports, schedules, statements and other documents SEC reports with the SEC that have been required to be filed or furnished by it under applicable Laws prior pursuant to the date hereof federal securities Laws and the SEC rules and regulations thereunder (all such forms, reports, schedules, statements and other documents, as amended and supplemented, and together with all exhibits and schedules thereto, the “Parent SEC Reports”). As of its filing date (or, if amended or superseded by a filing prior Parent has made available to the date Company copies of this Agreement, on the date of all such amended or superseded filing), (a) each SEC reports. The Parent SEC Report complied as to form Reports (i) were prepared in all material respects in accordance with the applicable requirements of the Securities Act, the Exchange Act or and the Xxxxxxxx-Xxxxx Act, as the case may be (including, in each case, the published rules and regulations promulgated of the SEC thereunder), each as in effect on the date applicable to such Parent SEC Report was filed, Reports and (bii) each Parent SEC Report did not as of the time they were filed contain any untrue statement of a material fact or omit to state any a material fact required to be stated therein or necessary in order to make the statements made therein, in light of the circumstances under which they were made, not misleading. None of Parent’s Subsidiaries is required , except to file or furnish (as applicable) any forms, reports or other documents with the SEC or any foreign Governmental Authority that performs extent corrected prior to the date hereof by a similar function to that of the SEC. No executive officer of Parent has failed to make the certifications required of him or her under Section 302 or Section 906 of the Xxxxxxxx-Xxxxx Act with respect to any subsequently filed Parent SEC Report, except as disclosed in certifications filed with the Parent SEC Reports. Neither Parent nor any of its executive officers has received notice from any Governmental Authority challenging or questioning the accuracy, completeness, form or manner of filing of such certifications. As of the date of this Agreement, there are no outstanding or unresolved comments in the comment letters received from the SEC staff with respect to the Parent SEC Reports. As of the date hereof, none there are no material unresolved comments issued by the staff of the SEC with respect to any of the Parent SEC Reports. (b) Each of the consolidated financial statements (including, in each case, any notes thereto) included in the Parent SEC Reports is subject to outstanding has been prepared in all material respects in accordance with the published rules and regulations of the SEC comment (including Regulation S-X) and in accordance with United States generally accepted accounting principles as in effect on the date of filing such Parent SEC Reports applied on a consistent basis throughout the periods indicated (except as otherwise stated in such financial statements, including the related notes, or, in the case of unaudited interim financial statements, as may be permitted by the SEC under Forms 10-Q, 8-K or any successor forms under the Exchange Act) and each fairly presents, in all material respects, the consolidated financial position, results of operations and cash flows of the Parent and its consolidated subsidiaries as at the respective dates thereof and for the respective periods indicated therein, except as otherwise set forth in the notes thereto (subject, in the case of unaudited statements, to Parent’s Knowledge, investigationthe absence of footnotes and to normal and recurring year-end adjustments).

Parent SEC Reports. Since August 1, 2014, (a) Parent has timely filed with or otherwise furnished (as applicable) to the SEC all forms, reports, schedules, statements statements, certifications and other documents with the SEC that have been required to be filed or furnished by it under applicable Laws prior to the date hereof Securities Act or the Exchange Act since July 26, 2008 (all such forms, reports, schedules, statements and other documents, as supplemented or amended and supplementedsince the time of filing, and together with all exhibits and schedules theretoinformation incorporated by reference therein, the “Parent SEC Reports”). No Subsidiary of Parent is required to make any filings with the SEC. As of its filing date (ortheir respective dates, if amended or superseded by a filing prior to the date of this Agreement, on the date of such amended or superseded filing), (a) each Parent SEC Report Reports, including any financial statements or schedules included or incorporated by reference therein, at the time filed (i) complied as to form in all material respects with the applicable requirements of the Securities Act and the Exchange Act, the Exchange Act or the Xxxxxxxx-Xxxxx Act, as the case may be (including, in each case, and the rules and regulations of the SEC promulgated thereunder), each as in effect on the date thereunder applicable to such Parent SEC Report was filedReports, and (bii) each Parent SEC Report did not contain any untrue statement of a material fact or omit to state any a material fact required to be stated therein or necessary in order to make the statements made therein, in light of the circumstances under which they were made, not misleading. (b) Parent maintains a system of internal control over financial reporting (as defined in Rule 13a-15 under the Exchange Act) that has been designed to provide reasonable assurance that: (i) transactions are executed in accordance with management’s general or specific authorizations; (ii) transactions are recorded as necessary to permit preparation of financial statements in conformity with GAAP and to maintain asset accountability; (iii) access to assets is permitted only in accordance with management’s general or specific authorization; and (iv) the recorded accountability for assets is compared with the existing assets at reasonable intervals and appropriate action is taken with respect to any differences. (c) Parent maintains a system of “disclosure controls and procedures” (as defined in Rules 13a-15(e) and 15d-15(e) of the Exchange Act) necessary in order for the Chief Executive Officer and Chief Financial Officer of Parent to engage in the review and evaluation process mandated by the Exchange Act and the rules promulgated thereunder. None of Parent’s Subsidiaries is “disclosure controls and procedures” are reasonably designed to ensure that all information (both financial and non-financial) required to file be disclosed by Parent in the reports that it files or furnish (as applicable) any formssubmits under the Exchange Act is recorded, reports or other documents with processed, summarized and reported within the SEC or any foreign Governmental Authority that performs a similar function to that time periods specified in the rules and forms of the SEC. No executive officer of Parent has failed , and that all such information is accumulated and communicated to Parent’s management as appropriate to allow timely decisions regarding required disclosure and to make the certifications required of him or her under Section 302 or Section 906 of the Xxxxxxxx-Xxxxx Chief Executive Officer and Chief Financial Officer of Parent required under the Exchange Act with respect to such reports. (d) Since July 26, 2008, Parent has not received any oral or written notification of a (x) “significant deficiency” or (y) “material weakness” in Parent’s internal controls over financial reporting. The terms “significant deficiency” and “material weakness” shall have the meanings assigned to them in the Statements of Auditing Standards 112, as in effect on the date hereof. (e) Parent has provided or made available to the Company copies of all correspondence sent to or received from the SEC Reportby Parent or its Subsidiaries or their respective counsel or accountants since July 26, except as disclosed in certifications filed with the Parent SEC Reports. Neither Parent nor any of its executive officers has received notice from any Governmental Authority challenging or questioning the accuracy, completeness, form or manner of filing of such certifications2008. As of the date of this Agreementhereof, there are no outstanding or unresolved comments in the comment letters received from the SEC staff with respect to the any Parent SEC Reports. As . (f) The audited consolidated financial statements included in the Parent Form 10-K and the unaudited consolidated interim financial statements included in Parent’s quarterly report on Form 10-Q for the quarter ended April 25, 2009 (including any related notes and schedules) and the other financial statements included in Parent SEC Reports fairly present, in all material respects, the consolidated financial position of Parent and its consolidated Subsidiaries as of the date hereofdates thereof and the consolidated results of their operations and their consolidated cash flows for the periods set forth therein, none and in each case were prepared in accordance with GAAP consistently applied during the periods involved (except as otherwise disclosed in the notes thereto and subject, in the case of financial statements for quarterly periods, to normal year-end adjustments not material in amount). The books of account and other financial records of Parent and each of its Subsidiaries are true and complete in all material respects, reflect only actual transactions and are maintained in accordance with GAAP. (g) Since July 26, 2008, no attorney representing Parent or any of its Subsidiaries, whether or not employed by Parent or any Subsidiary of Parent, has reported to Parent’s chief legal counsel or Chief Executive Officer evidence of a material violation of securities Laws, breach of fiduciary duty or similar violation by Parent or any of its officers, directors, employees or agents pursuant to Section 307 of the Xxxxxxxx-Xxxxx Act. (h) Since July 26, 2008, to the knowledge of Parent, no employee of Parent or any of its Subsidiaries has provided or is providing information to any law enforcement agency or Governmental Entity regarding the commission or possible commission of any crime or the violation or possible violation of any applicable legal requirements of the type described in Section 806 of the Xxxxxxxx-Xxxxx Act by Parent or any of its Subsidiaries. (i) There are no liabilities or obligations of Parent or any of its Subsidiaries (whether accrued, contingent, absolute, determined or determinable) other than: (i) liabilities or obligations disclosed or provided for in the unaudited consolidated balance sheet of the Company as of April 25, 2009 or disclosed in the notes thereto (the “Parent Current Balance Sheet”); (ii) liabilities or obligations incurred after April 25, 2009 in the ordinary course of Parent’s business that are not individually or in the aggregate material to Parent and its Subsidiaries, taken as a whole; (iii) liabilities incurred in connection with the transactions contemplated by this Agreement or disclosed on Section 4.6 of the Parent SEC Reports Disclosure Letter; (iv) liabilities under any agreement, lease, note, mortgage, indenture or other obligation of Parent or any of its Subsidiaries, which is subject not in violation of the terms of this Agreement; and (v) other liabilities that are not, either individually or in the aggregate, material to outstanding SEC comment orParent and its Subsidiaries, taken as a whole. (j) The consolidated financial statements of Parent for all periods commencing after February 4, 2007 are in material compliance with the requirements of the FIN 48 and Parent and its Subsidiaries have provided or made available to Parent’s Knowledge, investigationthe Company any and all of their respective accounting work papers with respect to compliance with the FIN 48 that the Company or its Representatives have reasonably requested.

Parent SEC Reports. Since August 1, 2014, (a) Parent has filed with or otherwise furnished (as applicable) to the SEC all material forms, reports, schedules, statements and other documents with the SEC that have been required to be filed or furnished by it under applicable Laws prior to the date hereof Securities Act or the Exchange Act since December 31, 2003 (all such forms, reports, schedules, statements and other documents, as supplemented or amended and supplementedsince the time of filing, and together with all exhibits and schedules theretoinformation incorporated by reference therein, the “Parent SEC Reports”). No Subsidiary of Parent is required to file with or furnish to the SEC any such forms, reports, schedules, statements or other documents. As of its filing date their respective dates, the Parent SEC Reports, including any financial statements or schedules included or incorporated by reference therein, at the time filed (or, if amended or superseded by a filing prior to the date amended, as of this Agreement, on the date of such amended or superseded filing), amendment) (ai) each Parent SEC Report complied as to form in all material respects with the applicable requirements of the Securities Act and the Exchange Act, the Exchange Act or the Xxxxxxxx-Xxxxx Act, as the case may be (including, in each case, and the rules and regulations of the SEC promulgated thereunder), each as in effect on the date thereunder applicable to such Parent SEC Report was filedReports, and (bii) each Parent SEC Report did not contain any untrue statement of a material fact or omit to state any a material fact required to be stated therein or necessary in order to make the statements made therein, in light of the circumstances under which they were made, not misleading. (b) Parent maintains a system of internal controls over financial reporting (as defined in Rule 13a-15 under the Exchange Act) that has been designed to provide reasonable assurance that: (i) transactions are executed in accordance with management’s general or specific authorizations; (ii) transactions are recorded as necessary to permit preparation of financial statements in conformity with GAAP and to maintain asset accountability; (iii) access to assets is permitted only in accordance with management’s general or specific authorization; and (iv) the recorded accountability for assets is compared with the existing assets at reasonable intervals and appropriate action is taken with respect to any differences. (c) Parent maintains a system of “disclosure controls and procedures” (as defined in Rules 13a-15(e) and 15d-15(e) of the Exchange Act) necessary in order for the Chief Executive Officer and Chief Financial Officer of Parent to engage in the review and evaluation process mandated by the Exchange Act and the rules promulgated thereunder. None of Parent’s Subsidiaries is “disclosure controls and procedures” are reasonably designed to ensure that all information (both financial and non-financial) required to file be disclosed by Parent in the reports that it files or furnish (as applicable) any formssubmits under the Exchange Act are recorded, reports or other documents with processed, summarized and reported within the SEC or any foreign Governmental Authority that performs a similar function to that time periods specified in the rules and forms of the SEC. No executive officer of Parent has failed , and that all such information is accumulated and communicated to Parent’s management as appropriate to allow timely decisions regarding required disclosure and to make the certifications required of him or her under Section 302 or Section 906 of the Xxxxxxxx-Xxxxx Chief Executive Officer and Chief Financial Officer of Parent required under the Exchange Act with respect to such reports. (d) Since December 31, 2003, Parent has not received any oral or written notification of a (x) “reportable condition” or (y) “material weakness” in Parent’s internal controls over financial reporting. The terms “reportable condition” and “material weakness” shall have the meanings assigned to them in the Statements of Auditing Standards 60, as in effect on the date hereof. (e) Parent has provided to the Company copies of all correspondence sent to or received from the SEC Reportby Parent or its Subsidiaries or their respective counsel or accountants since December 31, except as disclosed in certifications filed with the Parent SEC Reports. Neither Parent nor any of its executive officers has received notice from any Governmental Authority challenging or questioning the accuracy, completeness, form or manner of filing of such certifications2003. As of the date of this Agreementhereof, there are no outstanding or unresolved comments in the comment letters received from the SEC staff with respect to the Parent SEC Reports. As of . (f) The audited consolidated financial statements included in the date hereofParent Form 10-K and the unaudited consolidated interim financial statements included in Parent’s quarterly report on Form 10-Q for the quarter ended September 30, none of 2007 (including any related notes and schedules) and the other financial statements included in Parent SEC Reports is subject to outstanding SEC comment orfairly present, in all material respects, the consolidated financial position of Parent and its consolidated Subsidiaries as of the dates thereof and the consolidated results of their operations and their consolidated cash flows for the periods set forth therein, and in each case were prepared in conformity with GAAP consistently applied during the periods involved (except as otherwise disclosed in the notes thereto and subject, in the case of financial statements for quarterly periods, to normal year-end adjustments not material in amount). The books of account and other financial records of Parent and each of its Subsidiaries are true and complete in all material respects and reflect only actual transactions. (g) There are no liabilities or obligations of Parent or any of its Subsidiaries (whether accrued, contingent, absolute, determined or determinable) other than: (i) liabilities or obligations disclosed or provided for in the unaudited consolidated balance sheet of the Company as of September 30, 2007 or disclosed in the notes thereto (the “Parent Current Balance Sheet”); (ii) liabilities or obligations incurred after September 30, 2007 in the ordinary course of Parent’s Knowledgebusiness that are not individually or in the aggregate material to Parent and its Subsidiaries, investigationtaken as a whole; (iii) liabilities incurred in connection with the transactions contemplated by this Agreement; (iv) liabilities under any agreement, lease, note, mortgage, indenture or other obligation of Parent or any of its Subsidiaries, which is not in violation of the terms of this Agreement; and (v) other liabilities or obligations which would not, either individually or in the aggregate, have a Parent Material Adverse Effect.

Parent SEC Reports. Since August 1, 2014, (a) Parent has filed or furnished (as applicable) all forms, reports, schedules, statements and other documents with the SEC that have been each form, registration statement, report, schedule, proxy or information statement and other document (including exhibits and amendments thereto), required to be filed or furnished by it with the SEC since January 1, 2003 under applicable Laws prior to the date hereof Securities Act or the Exchange Act (all such forms, reports, schedules, statements and other documents, as amended and supplemented, and together with all exhibits and schedules theretocollectively, the “Parent SEC Reports”). As Except as set forth in Section 5.5(a) of its filing date (the Parent Disclosure Letter, as of the respective dates the Parent SEC Reports were filed or, if amended or superseded by a filing prior to any Parent SEC Reports were amended, as of the date of this Agreementsuch amendment was filed, on the date of such amended each Parent SEC Report, including any financial statements or superseded filing)schedules included therein, (a) each Parent SEC Report complied as to form in all material respects with the all applicable requirements of the Securities Act, Act and the Exchange Act or the Xxxxxxxx-Xxxxx Act, as the case may be (includingbe, in each case, and the applicable rules and regulations promulgated thereunder), each as in effect on the date such Parent SEC Report was filed, and (b) each Parent SEC Report did not contain any untrue statement of a material fact or omit to state any a material fact required to be stated therein or necessary in order to make the statements made therein, in light of the circumstances under which they were made, not misleading. None No event since the date of Parent’s Subsidiaries is the last Parent SEC Report has occurred that would require Parent to file a Current Report on Form 8-K other than the execution of this Agreement. (b) The appropriate officers of Parent have made all certifications (without qualification or exceptions to the matters certified) required by, and would be able to make such certifications (without qualification or exception to the matters certified) as of the date hereof and as of the Closing Date as if required to file or furnish (be made as applicable) any formsof such dates pursuant to, reports or other documents with the SEC or any foreign Governmental Authority that performs a similar function to that of the SEC. No executive officer of Parent has failed to make the certifications required of him or her under Section 302 or Section 906 of the XxxxxxxxSxxxxxxx-Xxxxx Act with respect to and any Parent SEC Reportrelated rules and regulations promulgated by the SEC, and the statements contained in any such certifications are complete and correct; except as disclosed set forth in certifications filed with Section 5.5(b) of the Parent SEC Reports. Neither Disclosure Letter, neither Parent nor any of its executive officers has received notice from any Governmental Authority questioning or challenging or questioning the accuracy, completeness, form or manner of filing or submission of such certificationscertification. As Parent maintains “disclosure controls and procedures” (as defined in Rule 13a-15(e) under the Exchange Act); such disclosure controls and procedures are effective to ensure that all material information concerning Parent and its subsidiaries is made known on a timely basis to the individuals responsible for preparing Parent’s SEC filings and other public disclosure and Parent is otherwise in substantial compliance with all applicable effective provisions of the date Sxxxxxxx-Xxxxx Act and the applicable listing standards of this Agreement, there are no outstanding or unresolved comments in the comment letters received from the SEC staff with respect to the Parent SEC Reports. As of the date hereof, none of the Parent SEC Reports is subject to outstanding SEC comment or, to Parent’s Knowledge, investigationThe New York Stock Exchange.

Parent SEC Reports. (a) Since August January 1, 20142017, Parent has timely filed with or otherwise furnished to the SEC (as applicable) all forms, reports, schedules, statements, registrations, proxy statements and other documents with the SEC that have been (including exhibits and other information incorporated therein) required to be so filed or furnished (as applicable) by it under applicable Laws prior to the date hereof Applicable Law, including any amendments, modifications or supplements thereto (all such forms, reports, schedules, statements and other documents, as amended and supplemented, and together with all exhibits and schedules thereto, the “Parent SEC Reports”). . (b) As of its filing date (or, if amended amended, modified or superseded by a filing supplemented, as of the date of the most recent amendment, modification or supplement filed prior to the date of this Agreement, on the date of such amended or superseded filinghereof), (a) each Parent SEC Report (i) complied as to form in all material respects with the applicable requirements of the Securities Act, the Exchange Act or the Xxxxxxxx-Xxxxx Act, as the case may be (including, in each case, the rules and regulations promulgated thereunder), each as in effect on the date such Parent SEC Report was filedApplicable Laws, and (bii) each Parent SEC Report did not contain any untrue statement of a material fact or omit 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. (c) As of the date hereof, there are no outstanding or unresolved comments in any comment letters from the staff of the SEC received by Parent relating to any of the Parent SEC Reports, and Parent has not received any written inquiry or information request from the SEC as to any matters affecting Parent that has not been fully resolved. To the knowledge of Parent, none of the Parent SEC Reports are subject to ongoing SEC review and there is no pending or, to the knowledge of Parent, threatened investigation being conducted by the SEC with respect to any of the Parent SEC Reports. (d) None of Parent’s Subsidiaries is required pursuant to any Applicable Law to file or furnish (as applicable) any forms, reports reports, schedules, statements or other documents with the SEC SEC. (e) Since January 1, 2017, no principal executive officer or any foreign Governmental Authority that performs a similar function to that of the SEC. No executive principal financial officer of Parent (or any former principal executive officer or former principal financial officer of Parent, as applicable) has failed to make the certifications required of him or her under Rule 13a-14 or 15d-15 of the Exchange Act or Section 302 or Section 906 of the Xxxxxxxx-Xxxxx Act or any related rules and regulations promulgated by the SEC or Nasdaq with respect to any Parent SEC Report, except as disclosed in certifications filed with the Parent SEC Reports. Neither Since January 1, 2017, neither Parent nor any of its principal executive officers or principal financial officers has received written notice from any Governmental Authority Entity challenging or questioning the accuracy, completeness, form or manner of filing of such certifications. As For purposes of this Section 4.6(e), “principal executive officer” and “principal financial officer” shall have the meanings given to such terms in the Xxxxxxxx-Xxxxx Act. (f) Parent is in compliance in all material respects with the applicable listing and corporate governance rules and regulations of the date of this Agreement, there are no outstanding or unresolved comments in the comment letters received from the SEC staff with respect to the Parent SEC Reports. As of the date hereof, none of the Parent SEC Reports is subject to outstanding SEC comment or, to Parent’s Knowledge, investigationNasdaq.

Parent SEC Reports. Since August 1, 2014, (a) Parent has timely filed or furnished (as applicable) all required reports, forms, reports, schedules, statements registration statements, and other documents with the SEC that have it has been required to be filed file or furnished furnish by it under applicable Laws prior to the date hereof since January 1, 2019 (all such forms, reports, schedules, statements and other documents, as amended and supplemented, and together with all exhibits and schedules thereto, the “Parent SEC Reports”). As of its their respective dates of filing date with the SEC (or, if amended or superseded by a subsequent filing prior to the date Agreement Date, as of this Agreement, on the date of such amended or superseded subsequent filing), (a) each the Parent SEC Report Reports complied as to form in all material respects with the applicable requirements of the Securities Act, the Exchange Act or and the Xxxxxxxx-Xxxxx ActAct of 2002, as the case may be (including, in each case, and the rules and regulations promulgated thereunder)of the SEC thereunder applicable to such Parent Reports, each and none of the Parent Reports when filed with the SEC, or if amended prior to the Agreement Date, as in effect on of the date of such Parent SEC Report was filedamendment, and (b) each Parent SEC Report did not contain contained any untrue statement of a material fact or omit omitted to state any a material fact required to be stated therein or necessary in order to make the statements made therein, in light of the circumstances under which they were made, not misleading. None Parent has made available to the Seller correct and complete copies of Parent’s Subsidiaries is required to file or furnish (as applicable) any forms, reports or other documents all material correspondence with the SEC or any foreign Governmental Authority that performs a similar function to that of the SEC. No executive officer of Parent has failed to make the certifications required of him or her under Section 302 or Section 906 of the Xxxxxxxx-Xxxxx Act with respect to any Parent SEC Reportsince January 1, except as disclosed in certifications filed with the Parent SEC Reports. Neither Parent nor any of its executive officers has received notice from any Governmental Authority challenging or questioning the accuracy, completeness, form or manner of filing of such certifications. As of the date of this Agreement, there are no outstanding or unresolved comments in the comment letters received from the SEC staff with respect to the Parent SEC Reports2019. As of the date hereof, none of the Parent SEC Reports is subject to any ongoing SEC review, outstanding SEC comment or outstanding SEC investigation. (b) None of the Parent’s Subsidiaries is subject to the reporting requirements of Section 13(a) or Section 15(d) of the Exchange Act. (c) The consolidated financial statements of Parent included in the Parent Reports (including the related notes, where applicable) complied, as of their respective dates of filing with the SEC (or, if amended or superseded by a subsequent filing prior to the Agreement Date, as of the date of such subsequent filing), in all material respects, with all applicable accounting requirements and with the published rules and regulations of the SEC with respect thereto (except, in the case of unaudited statements, as permitted by the rules of the SEC), have been prepared in accordance with GAAP applied on a consistent basis during the periods involved (except as may be disclosed therein), and fairly present, in all material respects, the consolidated financial position of Parent and its Subsidiaries and the consolidated results of operations, changes in shareholders’ equity and cash flows of such companies as of the dates and for the periods shown. (d) Since the filing of Parent’s KnowledgeQuarterly Report on Form 10-Q for the quarter ended September 30, investigation2021, except as otherwise disclosed in a subsequent current or periodic report filed or furnished with the SEC, there has been no event, occurrence or development that has had or that would reasonably be expected to result in a Parent Material Adverse Effect.

Parent SEC Reports. Since August 1, 2014, (a) Parent has made available to the Company a correct and complete copy of each report, registration statement and definitive proxy statement filed or furnished (as applicable) all forms, reports, schedules, statements and other documents by Parent with the SEC that have been required to be filed or furnished by it under applicable Laws prior to the date hereof (all such forms, reports, schedules, statements and other documents, as amended and supplemented, and together with all exhibits and schedules thereto, the “Parent SEC Reports”), which are all the forms, reports and documents required to be filed by Parent with the SEC prior to the date of this Agreement and which were filed on a timely basis. As of its filing date their respective dates the Parent SEC Reports: (ori) were prepared in accordance and complied in all material respects with the requirements of the Securities Act or the Exchange Act, as the case may be, and the rules and regulations of the SEC thereunder applicable to such Parent SEC Reports, and (ii) did not at the time they were filed (and if amended or superseded by a filing prior to the date of this Agreement, Agreement then on the date of such filing and as so amended or superseded filing), (asuperseded) each Parent SEC Report complied as to form in all material respects with the applicable requirements of the Securities Act, the Exchange Act or the Xxxxxxxx-Xxxxx Act, as the case may be (including, in each case, the rules and regulations promulgated thereunder), each as in effect on the date such Parent SEC Report was filed, and (b) each Parent SEC Report did not contain any untrue statement of a material fact or omit to state any a material fact required to be stated therein or necessary in order to make the statements made therein, in light of the circumstances under which they were made, not misleading. None . (b) Each set of Parent’s Subsidiaries is required to file or furnish financial statements (as applicableincluding, in each case, any related notes thereto) any forms, reports or other documents with the SEC or any foreign Governmental Authority that performs a similar function to that of the SEC. No executive officer of Parent has failed to make the certifications required of him or her under Section 302 or Section 906 of the Xxxxxxxx-Xxxxx Act with respect to any Parent SEC Report, except as disclosed contained in certifications filed with the Parent SEC Reports. Neither Parent nor any of its executive officers has received notice from any Governmental Authority challenging or questioning the accuracy, completeness, form or manner of filing of such certifications. As of the date of this Agreement, there are no outstanding or unresolved comments in the comment letters received from the SEC staff with respect to the Parent SEC Reports. As of the date hereof, none of the Parent SEC Reports is (the “Parent Financial Statements”), including each Parent SEC Report filed after the date hereof until the Closing, complied or will comply as to form in all material respects with the published rules and regulations of the SEC with respect thereto, was or will be prepared in accordance with GAAP applied on a consistent basis throughout the periods involved (except as may be indicated in the notes thereto or, in the case of unaudited statements, do not contain footnotes) and each fairly presents or will fairly present in all material respects the financial position of Parent at the respective dates thereof and the results of its operations and cash flows for the periods indicated, except that the unaudited interim financial statements were, are or will be subject to outstanding SEC comment or, normal adjustments as would not individually or in the aggregate reasonably be expected to Parent’s Knowledge, investigationhave a Parent Material Adverse Effect. (c) Parent is in compliance in all material respects with the applicable listing and corporate governance rules of the NYSE Alternext U.S. LLC (“NYSEAlternextUS”); provided that Parent makes no representation or warranty as to whether the shares of Parent Common Stock to be issued in the Merger will be approved for listing on NYSEAlternextUS after giving effect to the transactions contemplated by this Agreement.

Parent SEC Reports. Since August 1, 2014, Parent has made available to Company (via EXXXX) a correct and complete copy of the Parent SEC Reports. Parent has filed or furnished (as applicable) all forms, reports, schedulesproxy statements, statements registration statements, forms and other documents with the SEC that have been required to be filed or furnished by it under applicable Laws prior with the SEC pursuant to the date hereof Exchange Act or other applicable securities statutes, regulations or rules since October 1, 2005 (all such formscollectively, reports, schedules, statements and other documents, as amended and supplemented, and together with including all exhibits and schedules theretothereto and documents incorporated by reference therein, the “Parent SEC Reports”). As of its filing date (or, if amended or superseded by a filing prior to the date of this Agreement, on the date of such amended or superseded filing), (a) each The Parent SEC Report complied Reports comply as to form in all material respects with the applicable requirements of the Securities Act, the Exchange Act or the Xxxxxxxx-Xxxxx Act, as the case may be (including, in each case, the rules and regulations promulgated thereunder), each as in effect on the date such of filing. The information provided by Parent in this Agreement, the Parent SEC Report was filedReports (other than the financial statements and notes and schedules thereto contained therein, and as to which representations are made in subsection (b) each Parent SEC Report did below), and in any documents referenced or delivered pursuant hereto or thereto, does not and will not, as of their respective filing and effective dates (or, if amended prior to the date of this Agreement, as of the respective filing and effective dates of such amendment), contain any untrue statement of a material fact or omit to state any a material fact required to be stated herein or therein or necessary in order to make the statements made herein or therein, in light of the circumstances under which they were made, not misleading. None of Parent’s Subsidiaries is required misleading (except to file the extent amended, revised or furnish (as applicable) any forms, reports or other documents superseded by a subsequently filed Parent SEC Reports that has been filed with the SEC or any foreign Governmental Authority that performs a similar function prior to that of the SEC. No executive officer of Parent has failed to make the certifications required of him or her under Section 302 or Section 906 of the Xxxxxxxx-Xxxxx Act with respect to any Parent SEC Report, except as disclosed in certifications filed with the Parent SEC Reports. Neither Parent nor any of its executive officers has received notice from any Governmental Authority challenging or questioning the accuracy, completeness, form or manner of filing of such certifications. As of the date of this Agreement). Copies of all documents heretofore delivered or made available to Company pursuant hereto were complete and accurate copies of such documents. There is no fact known to Parent that materially and adversely affects the businesses, there are no outstanding prospects, conditions, affairs, or unresolved comments operations of Parent or any of its properties or assets that has not been fully described in this Agreement, the comment letters received from the SEC staff with respect to Exhibits hereto, or the Parent SEC Reports. As of the date hereof, none of the Parent SEC Reports is subject to outstanding SEC comment or, to Parent’s Knowledge, investigation.

Parent SEC Reports. Since August 1, 2014, (a) Parent has filed or furnished (as applicable) all forms, reports, schedules, statements and other documents with the SEC that have been each form, registration statement, report, schedule, proxy or information statement and other document (including exhibits and amendments thereto), required to be filed or furnished by it with the SEC since January 1, 2003 under applicable Laws prior to the date hereof Securities Act or the Exchange Act (all such forms, reports, schedules, statements and other documents, as amended and supplemented, and together with all exhibits and schedules theretocollectively, the “Parent SEC Reports”). As of its filing date (the respective dates the Parent SEC Reports were filed or, if amended or superseded by a filing prior to any Parent SEC Reports were amended, as of the date of this Agreementsuch amendment was filed, on the date of such amended each Parent SEC Report, including any financial statements or superseded filing)schedules included therein, (a) each Parent SEC Report complied as to form in all material respects with the all applicable requirements of the Securities Act, Act and the Exchange Act or the Xxxxxxxx-Xxxxx Act, as the case may be (includingbe, in each case, and the applicable rules and regulations promulgated thereunder), each as in effect on the date such Parent SEC Report was filed, and (b) each Parent SEC Report did not contain any untrue statement of a material fact or omit to state any a material fact required to be stated therein or necessary in order to make the statements made therein, in light of the circumstances under which they were made, not misleading. None No event since the date of Parent’s Subsidiaries is required the last Parent SEC Report has occurred that would require Parent to file or furnish a Current Report on Form 8-K other than the execution of this Agreement. (as applicableb) any forms, reports or other documents with the SEC or any foreign Governmental Authority that performs a similar function to that of the SEC. No The chief executive officer and chief financial officer of Parent has failed have made all certifications (without qualification or exceptions to the matters certified) required by, and would be able to make such certifications (without qualification or exception to the certifications matters certified) as of the date hereof and as of the Closing Date as if required to be made as of him or her under Section 302 or Section 906 of such dates pursuant to, the Xxxxxxxx-Xxxxx Act with respect to and any Parent SEC Reportrelated rules and regulations promulgated by the SEC, except as disclosed and the statements contained in any such certifications filed with the Parent SEC Reports. Neither are complete and correct; neither Parent nor any of its executive officers has received notice from any Governmental Authority questioning or challenging or questioning the accuracy, completeness, form or manner of filing or submission of such certificationscertification. As Parent maintains “disclosure controls and procedures” (as defined in Rule 13a-14(c) under the Exchange Act); such disclosure controls and procedures are effective to ensure that all material information concerning Parent and its subsidiaries is made known on a timely basis to the individuals responsible for preparing Parent’s SEC filings and other public disclosure and Parent is otherwise in substantial compliance with all applicable effective provisions of the date Xxxxxxxx-Xxxxx Act and the applicable listing standards of this Agreement, there are no outstanding or unresolved comments in the comment letters received from the SEC staff with respect to the Parent SEC Reports. As of the date hereof, none of the Parent SEC Reports is subject to outstanding SEC comment or, to Parent’s Knowledge, investigationThe New York Stock Exchange.

Parent SEC Reports. Since August 1, 2014, (a) Parent has filed or furnished (as applicable) all forms, reports, schedules, statements and other documents with the SEC that have been each form, registration statement, report, schedule, proxy or information statement and other document (including exhibits and amendments thereto), required to be filed or furnished by it with the SEC since January 1, 2003 under applicable Laws prior to the date hereof Securities Act or the Exchange Act (all such forms, reports, schedules, statements and other documents, as amended and supplemented, and together with all exhibits and schedules theretocollectively, the “Parent SEC Reports”). As of its filing date (the respective dates the Parent SEC Reports were filed or, if amended or superseded by a filing prior to any Parent SEC Reports were amended, as of the date of this Agreementsuch amendment was filed, on the date of such amended each Parent SEC Report, including any financial statements or superseded filing)schedules included therein, (a) each Parent SEC Report complied as to form in all material respects with the all applicable requirements of the Securities Act, Act and the Exchange Act or the Xxxxxxxx-Xxxxx Act, as the case may be (includingbe, in each case, and the applicable rules and regulations promulgated thereunder), each as in effect on the date such Parent SEC Report was filed, and (b) each Parent SEC Report did not contain any untrue statement of a material fact or omit to state any a material fact required to be stated therein or necessary in order to make the statements made therein, in light of the circumstances under which they were made, not misleading. None No event since the date of Parent’s Subsidiaries is required the last Parent SEC Report has occurred that would require Parent to file or furnish a Current Report on Form 8-K other than the execution of this Agreement. (as applicableb) any forms, reports or other documents with the SEC or any foreign Governmental Authority that performs a similar function to that of the SEC. No The chief executive officer and chief financial officer of Parent has failed have made all certifications (without qualification or exceptions to the matters certified) required by, and would be able to make such certifications (without qualification or exception to the certifications required of him or her under Section 302 or Section 906 matters certified) as of the Xxxxxxxxdate hereof and as of the Closing Date as if required to be made as of such dates pursuant to, the Sxxxxxxx-Xxxxx Act with respect to and any Parent SEC Reportrelated rules and regulations promulgated by the SEC, except as disclosed and the statements contained in any such certifications filed with the Parent SEC Reports. Neither are complete and correct; neither Parent nor any of its executive officers has received notice from any Governmental Authority questioning or challenging or questioning the accuracy, completeness, form or manner of filing or submission of such certificationscertification. As Parent maintains “disclosure controls and procedures” (as defined in Rule 13a- (c) under the Exchange Act); such disclosure controls and procedures are effective to ensure that all material information concerning Parent and its subsidiaries is made known on a timely basis to the individuals responsible for preparing Parent’s SEC filings and other public disclosure and Parent is otherwise in substantial compliance with all applicable effective provisions of the date Sxxxxxxx-Xxxxx Act and the applicable listing standards of this Agreement, there are no outstanding or unresolved comments in the comment letters received from the SEC staff with respect to the Parent SEC Reports. As of the date hereof, none of the Parent SEC Reports is subject to outstanding SEC comment or, to Parent’s Knowledge, investigationThe New York Stock Exchange.

Parent SEC Reports. (a) Since August January 1, 20142017, Parent has timely filed with or otherwise furnished to the SEC (as applicable) all forms, reports, schedules, statements, registrations, proxy statements and other documents with the SEC that have been (including exhibits and other information incorporated therein) required to be so filed or furnished (as applicable) by it under applicable Laws prior to the date hereof Applicable Law, including any amendments, modifications or supplements thereto (all such forms, reports, schedules, statements and other documents, as amended and supplemented, and together with all exhibits and schedules thereto, the “Parent SEC Reports”). . (b) As of its filing date (or, if amended amended, modified or superseded by a filing supplemented, as of the date of the most recent amendment, modification or supplement filed prior to the date of this Agreement, on the date of such amended or superseded filinghereof), (a) each Parent SEC Report (i) complied as to form in all material respects with the applicable requirements of the Securities Act, the Exchange Act or the Xxxxxxxx-Xxxxx Act, as the case may be (including, in each case, the rules and regulations promulgated thereunder), each as in effect on the date such Parent SEC Report was filedApplicable Laws, and (bii) each Parent SEC Report did not contain any untrue statement of a material fact or omit 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. (c) As of the date hereof, there are no outstanding or unresolved comments in any comment letters from the staff of the SEC received by Parent relating to any of the Parent SEC Reports, and Parent has not received any written inquiry or information request from the SEC as to any matters affecting Parent that has not been fully resolved. To the knowledge of Parent, none of the Parent SEC Reports are subject to ongoing SEC review and there is no pending or, to the knowledge of Parent, threatened investigation being conducted by the SEC with respect to any of the Parent SEC Reports. (d) None of Parent’s Subsidiaries is required pursuant to any Applicable Law to file or furnish (as applicable) any forms, reports reports, schedules, statements or other documents with the SEC SEC. (e) Since January 1, 2017, no principal executive officer or any foreign Governmental Authority that performs a similar function to that of the SEC. No executive principal financial officer of Parent (or any former principal executive officer or former principal financial officer of Parent, as applicable) has failed to make the certifications required of him or her under Rule 13a-14 or 15d-15 of the Exchange Act or Section 302 or Section 906 of the XxxxxxxxSaxxxxxx-Xxxxx Act Xct or any related rules and regulations promulgated by the SEC or Nasdaq with respect to any Parent SEC Report, except as disclosed in certifications filed with the Parent SEC Reports. Neither Since January 1, 2017, neither Parent nor any of its principal executive officers or principal financial officers has received written notice from any Governmental Authority Entity challenging or questioning the accuracy, completeness, form or manner of filing of such certifications. As For purposes of this Section 4.6(e), “principal executive officer” and “principal financial officer” shall have the meanings given to such terms in the Saxxxxxx-Xxxxx Xct. (f) Parent is in compliance in all material respects with the applicable listing and corporate governance rules and regulations of the date of this Agreement, there are no outstanding or unresolved comments in the comment letters received from the SEC staff with respect to the Parent SEC Reports. As of the date hereof, none of the Parent SEC Reports is subject to outstanding SEC comment or, to Parent’s Knowledge, investigationNasdaq.

Parent SEC Reports. Since August 1, 2014, (a) Parent has filed with the SEC, and has heretofore made available to Target true and complete copies of, each form, registration statement, report, schedule, proxy or furnished information statement and other document (as applicable) all formsincluding exhibits and amendments thereto), including its Annual Reports to Stockholders incorporated by reference in certain of such reports, schedules, statements and other documents with the SEC that have been required to be filed or furnished by it with the SEC since November 8, 2002 under applicable Laws prior to the date hereof Securities Act or the Exchange Act (all such forms, reports, schedules, statements and other documents, as amended and supplemented, and together with all exhibits and schedules theretocollectively, the “Parent SEC Reports”). As of its filing date (the respective dates the Parent SEC Reports were filed or, if amended or superseded by a filing prior to any such Parent SEC Reports were amended, as of the date of this Agreementsuch amendment was filed, on the date of such amended each Parent SEC Report, including any financial statements or superseded filing)schedules included therein, (a) each Parent SEC Report complied as to form in all material respects with the all applicable requirements of the Securities Act, Act and the Exchange Act or the Xxxxxxxx-Xxxxx Act, as the case may be (includingbe, in each case, and the applicable rules and regulations promulgated thereunder), each as in effect on the date such Parent SEC Report was filed, and (b) each Parent SEC Report did not contain any untrue statement of a material fact or omit to state any a material fact required to be stated therein or necessary in order to make the statements made therein, in light of the circumstances under which they were made, not misleading. None No event since the date of Parent’s Subsidiaries is required the last Parent SEC Report has occurred that would require Parent to file or furnish a Current Report on Form 8-K other than the execution of this Agreement. (as applicableb) any forms, reports or other documents with the SEC or any foreign Governmental Authority that performs a similar function to that of the SEC. No The chief executive officer and chief financial officer of Parent has failed have made all certifications (without qualification or exceptions to the matters certified) required by, and would be able to make such certifications (without qualification or exception to the certifications matters certified) as of the date hereof and as of the Closing Date as if required to be made as of him or her under Section 302 or Section 906 of such dates pursuant to, the Xxxxxxxx-Xxxxx Act with respect to and any Parent SEC Reportrelated rules and regulations promulgated by the SEC, except as disclosed and the statements contained in any such certifications filed with the Parent SEC Reports. Neither are complete and correct; neither Parent nor any of its executive officers has received notice from any Governmental Authority Entity questioning or challenging or questioning the accuracy, completeness, form or manner of filing or submission of such certificationscertification. As Parent maintains “disclosure controls and procedures” (as defined in Rule 13a-14(c) under the Exchange Act); such disclosure controls and procedures are effective to ensure that all material information concerning Parent and its subsidiaries is made known on a timely basis to the individuals responsible for preparing Parent’s SEC filings and other public disclosure and Parent is otherwise in substantial compliance with all applicable effective provisions of the date Xxxxxxxx-Xxxxx Act and the applicable listing standards of this Agreement, there are no outstanding or unresolved comments The New York Stock Exchange and has taken all steps necessary to ensure Parent will be in compliance with such provision of the Xxxxxxxx-Xxxxx Act and New York Stock Exchange when such provisions become effective in the comment letters received from the SEC staff with respect to the Parent SEC Reports. As of the date hereof, none of the Parent SEC Reports is subject to outstanding SEC comment or, to Parent’s Knowledge, investigationfuture.

Parent SEC Reports. Since August 1, 2014, Parent has timely filed or furnished (as applicable) all forms, reports, schedules, forms, statements and other documents with the SEC that have been required to be filed or furnished by it under applicable Laws prior to the date hereof Parent since January 1, 2015 (all such forms, reports, schedules, statements and other documents, as amended and supplemented, collectively and together with all documents filed or furnished on a voluntary basis with the SEC and all documents filed with the SEC after the date hereof, and in each case including all exhibits and schedules theretothereto and documents incorporated by reference therein, the “Parent SEC Reports”; provided, that Parent SEC Reports shall not include any registration statement which was not declared effective by the SEC or that did not become effective automatically upon filing (including any prospectus forming a part thereof)). As of its filing date (their respective dates of filing, or, if amended or superseded by a filing prior to the date of this Agreement, on the date of such amended or superseded filing), (a) each or, in the case of a registration statement under the Securities Act, as of the date such registration statement is declared effective by the SEC, or, if amended, as of the date of the last amendment prior to the date hereof, the Parent SEC Report Reports complied as to form in all material respects with the applicable requirements of the Securities Act, the Exchange Act or the Xxxxxxxx-Xxxxx Act of 2002 (the “Xxxxxxxx-Xxxxx Act”), as the case may be (includingbe, in each case, and the rules and regulations of the SEC promulgated thereunder)thereunder applicable thereto. None of Parent’s Subsidiaries is required to file any forms, each reports or other documents with the SEC. None of the Parent SEC Reports, including any financial statements or schedules included or incorporated by reference therein, at the time filed or transmitted (or, if amended or superseded by a subsequent filing, as in effect on of the date of the last such Parent SEC Report was filed, and (bamendment or superseding filing prior to the date hereof) each Parent SEC Report did not contain contained any untrue statement of a material fact or omit omitted to state any a material fact required to be stated therein or necessary in order to make the statements made therein, in light of the circumstances under which they were made, not misleading. None of Parent’s Subsidiaries is required to file or furnish (as applicable) any formsSince January 1, reports or other documents with the SEC or any foreign Governmental Authority that performs a similar function to that of the SEC. No 2015, no executive officer of Parent has failed to make the certifications required of him or her under Section 302 or Section 906 of the Xxxxxxxx-Xxxxx Act with respect to any Parent SEC Report, Report (except as disclosed in certifications filed with the Parent SEC Reports). Neither Since January 1, 2015 through the date hereof, neither Parent nor any of its executive officers has received notice from any Governmental Authority Entity challenging or questioning the accuracy, completeness, form or manner of filing of such certifications. Parent is in compliance in all material respects with all listing and governance requirements of the NASDAQ. As of the date of this Agreement, there are no outstanding or unresolved comments in the comment letters received by Parent from the SEC staff with respect to or its staff. There has been no material correspondence between the SEC and Parent SEC Reports. As of since January 1, 2015 through the date hereof, none of hereof that is not available on the Parent SEC Reports is subject to outstanding SEC comment or, to ParentSEC’s Knowledge, investigationElectronic Data Gathering and Retrieval database.

Parent SEC Reports. Since August 1, 2014, (a) Parent has and its Subsidiaries have filed or furnished each report and definitive proxy statement (as applicabletogether with all amendments thereof and supplements thereto) all forms, reports, schedules, statements and other documents with the SEC that have been required to be filed by Parent or furnished by it under applicable Laws prior any of its Subsidiaries pursuant to the date hereof Exchange Act with the SEC since January 1, 2005 (all as such forms, reports, schedules, statements and other documents, as documents have since the time of their filing been amended and or supplemented, and together with all exhibits and schedules thereto, the “Parent SEC Reports”). As Each of its filing date (or, if amended the Parent SEC Reports filed on or superseded by a filing prior to the date hereof, at the time of this Agreement, on its filing (except as and to the date of extent such amended or superseded filing), (a) each Parent SEC Report has been modified or superseded in any subsequent Parent SEC Report filed and publicly available prior to the date hereof), and each of the Parent SEC Reports filed after the date hereof, (i) complied or will comply as to form in all material respects with the applicable requirements of the Securities Act, the Exchange Act or the Xxxxxxxx-Xxxxx Act, as the case may be (including, in each case, the rules and regulations promulgated thereunder), each as in effect on the date such Parent SEC Report was filed, and (bii) each Parent SEC Report did not and will not contain any untrue statement of a material fact or omit to state any a material fact required to be stated therein or necessary in order to make the statements made therein, in light of the circumstances under which they were made, not misleading. None of Parent’s Subsidiaries is required to file or furnish (as applicable) any forms, reports or other documents with the SEC or any foreign Governmental Authority that performs a similar function to that of the SEC. No executive officer of Parent has failed to make the certifications required of him or her under Section 302 or Section 906 of the Xxxxxxxx-Xxxxx Act with respect to any The Parent SEC Report, except as disclosed in certifications Reports filed with the Parent SEC Reports. Neither Parent nor any of its executive officers has received notice from any Governmental Authority challenging on or questioning the accuracy, completeness, form or manner of filing of such certifications. As of prior to the date of this Agreementhereof included, there are no outstanding or unresolved comments in the comment letters received from the SEC staff with respect to the Parent SEC Reports. As of and if filed after the date hereof, none will include, all certificates required to be included therein pursuant to Sections 302 and 906 of the Sxxxxxxx-Xxxxx Act of 2002 and the related rules and regulations promulgated under such act or the Exchange Act (the “Sxxxxxxx-Xxxxx Act”), and the internal control report and attestation of Parent’s outside auditors required by Section 404 of the Sxxxxxxx-Xxxxx Act. (b) The audited consolidated financial statements and unaudited interim consolidated financial statements (including, in each case, the notes and schedules, if any, thereto) included in the Parent SEC Reports is subject complied as to outstanding form in all material respects with the published rules and regulations of the SEC comment orwith respect thereto, were prepared in accordance with GAAP applied on a consistent basis during the periods involved (except as may be indicated therein or in the notes thereto and except with respect to unaudited statements as permitted by Form 10-Q of the SEC) and fairly present (subject, in the case of the unaudited interim financial statements included therein, to Parent’s Knowledgenormal year-end adjustments and the absence of complete footnotes) in all material respects the consolidated financial position of Parent and its consolidated Subsidiaries as of the respective dates thereof and the consolidated results of their operations and cash flows for the respective periods then ended. (c) As of March 12, investigation2007, Parent and its Subsidiaries had cash and cash equivalents of $1,668,343, and indebtedness for borrowed money (including accrued interest thereon) outstanding of $7,023,202.

Parent SEC Reports. Since August 1, 2014, The Parent has filed or furnished (as applicable) all forms, reports, schedules, forms, statements and other documents with the SEC that have been required to be filed or furnished by it under applicable Laws prior the Exchange Act, including pursuant to Section 13(a) or 15(d) thereof (the date hereof (all such formsforegoing materials, reportsincluding the exhibits thereto and documents incorporated by reference therein, schedules, statements and other documents, being collectively referred to herein as amended and supplemented, and together with all exhibits and schedules thereto, the “Parent SEC Reports”). As ) on a timely basis or has received a valid extension of its such time of filing date (or, if amended or superseded by a filing and has filed any such Parent SEC Reports prior to the date expiration of this Agreement, any such extension. The Parent made publicly available Parent SEC Reports on the date SEC’s EXXXX system, and the Company may rely upon, all certifications and statements required by (i) Rule 13a-14 or Rule 15d-14 under the Exchange Act and (ii) Section 906 of such amended or superseded filing), (a) each the Sarbanes Oxley Act of 2002 with respect to any documents filed with the SEC. The Parent is in compliance in all material respects with all of the provisions of the Sxxxxxxx-Xxxxx Act of 2002 which are applicable to it. The Parent SEC Report Reports complied as to form in all material respects with the applicable requirements of the Securities Act, the Exchange Act or the Xxxxxxxx-Xxxxx Act, as the case may be (including, in each case, and the rules and regulations promulgated thereunder), each as in effect on thereunder when filed. As of the date such hereof, there are no outstanding or unresolved comments in comment letters received from the staff of the SEC with respect to any of the Parent SEC Report was filedReports. As of their respective dates, and (b) each the Parent SEC Report Reports, including any financial statements, schedules or exhibits included or incorporated by reference therein, did not contain any untrue statement of a material fact or omit to state any a material fact required to be stated therein or necessary in order to make the statements made therein, in light of the circumstances under which they were made, not misleading. None of Parent’s Subsidiaries the subsidiaries of Parent is required to file or furnish (as applicable) any forms, reports or other documents with the SEC or any foreign Governmental Authority that performs a similar function to that of the SEC. No executive officer order suspending the effectiveness of any registration statement of Parent under the Securities Act or the Exchange Act has failed to make the certifications required of him or her under Section 302 or Section 906 of the Xxxxxxxx-Xxxxx Act with respect to any Parent SEC Report, except as disclosed in certifications filed with the Parent SEC Reports. Neither Parent nor any of its executive officers has received notice from any Governmental Authority challenging or questioning the accuracy, completeness, form or manner of filing of such certifications. As of the date of this Agreement, there are no outstanding or unresolved comments in the comment letters received from been issued by the SEC staff with respect to the Parent SEC Reports. As of the date hereof, none of the Parent SEC Reports is subject to outstanding SEC comment orand, to Parent’s Knowledgeknowledge, investigationno proceedings for that purpose have been initiated or threatened by the SEC.

Parent SEC Reports. Since August 1, 2014, Parent has filed or furnished (as applicable) all forms, reports, schedules, statements reports and other documents with the SEC that have been required to be filed or furnished by it under applicable Laws Law or Order prior to the date hereof hereof, and Parent will file prior to the Effective Time all forms, reports and documents with the SEC that are required to be filed by it under applicable Law or Order prior to such time (all such forms, reports, schedules, statements reports and other documents, as amended and supplemented, and together with all exhibits and schedules thereto, the “Parent SEC Reports”). Each Parent SEC Report complied, or will comply, as the case may be, as of its filing date, as to form in all material respects with the applicable requirements of the Securities Act, the Exchange Act or the Xxxxxxxx-Xxxxx Act, as the case may be, each as in effect on the date such Parent SEC Report was, or will be, filed. True and correct copies of all Parent SEC Reports filed prior to the date hereof have been furnished to the Company or are publicly available in the Electronic Data Gathering, Analysis and Retrieval (XXXXX) database of the SEC. Parent has resolved with the staff of the SEC any comments it may have received prior to the date of this Agreement in comment letters to Parent from the staff of the SEC. As of its filing date (or, if amended or superseded by a filing prior to the date of this Agreement, on the date of such amended or superseded filing), (a) each Parent SEC Report complied as to form in all material respects with the applicable requirements of the Securities Act, the Exchange Act or the Xxxxxxxx-Xxxxx Act, as the case may be (including, in each case, the rules and regulations promulgated thereunder), each as in effect on the date such Parent SEC Report was filed, and (b) each Parent SEC Report did not and will not contain any untrue statement of a material fact or omit to state any material fact necessary in order to make the statements made therein, in the light of the circumstances under which they were made, not misleading. None of Parent’s Subsidiaries is required to file or furnish (as applicable) any forms, reports or other documents with the SEC or any foreign Governmental Authority that performs a similar function to that SEC. Parent is in compliance in all material respects with the applicable provisions of the SECXxxxxxxx-Xxxxx Act and the rules and regulations of the SEC promulgated thereunder, including the provisions therein relating to recent acquisitions. No executive officer of Parent has failed to make the certifications required of him or her under Section 302 or Section 906 of the Xxxxxxxx-Xxxxx Act with respect to any Parent SEC Report, except as disclosed in . All such certifications filed with the Parent SEC Reports. Neither are accurate and complete and neither Parent nor any of its executive officers has received notice from any Governmental Authority challenging or questioning the accuracy, completeness, form or manner of filing of such certifications. As of used in this Section 4.5, the date of this Agreementterm “file” and variations thereof shall be broadly construed to include any manner in which a document or information is furnished, there are no outstanding supplied or unresolved comments in the comment letters received from the SEC staff with respect otherwise made available to the Parent SEC Reports. As of the date hereof, none of the Parent SEC Reports is subject to outstanding SEC comment or, to Parent’s Knowledge, investigationSEC.

Parent SEC Reports. Since August 1, 2014, (a) The Parent has filed or furnished (as applicable) with the SEC all forms, reports, schedules, statements reports and other documents with the SEC that have been required to be filed or furnished by it under applicable Laws prior to the date hereof Parent (all such forms, reports, schedules, statements and other documents, as amended and supplemented, and together with all exhibits and schedules theretocollectively, the ““ Parent SEC Reports”). As To the Knowledge of its filing date (orthe Parent and the Purchaser, if amended or superseded by a filing prior to as of their respective dates, the date of this Agreement, on the date of such amended or superseded filing), (a) each Parent SEC Report Reports complied as to form in all material respects with the applicable requirements of the Securities Act, Act and the Exchange Act or the Xxxxxxxx-Xxxxx Act, as the case may be (including, in each case, the applicable rules and regulations promulgated thereunder). As of the time of filing with the SEC, each as in effect on to the date such Knowledge of the Parent and the Purchaser, none of the Parent SEC Report was filed, and (b) each Parent SEC Report did not contain Reports contained any untrue statement of a material fact or omit omitted 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. None . (b) The financial statements of Parent’s Subsidiaries is required the Parent included in the most recent Form 10-K filed by the Parent and publicly available prior to file or furnish (the date of this Agreement comply as applicable) any forms, reports or other documents to form in all material respects with applicable accounting requirements and the published rules and regulations of the SEC or any foreign Governmental Authority that performs with respect thereto, have been prepared in accordance with GAAP applied on a similar function consistent basis during the periods involved and, to that the Knowledge of the SEC. No executive officer of Parent has failed to make and the certifications required of him or her under Section 302 or Section 906 Purchaser, fairly present in all material respects the financial position of the XxxxxxxxParent and its consolidated subsidiaries as of the dates thereof and the consolidated results of their operations and cash flows for the periods then ended (subject, in the case of unaudited statements, to the absence of footnote disclosure and to normal and recurring year-Xxxxx Act with respect to any Parent SEC Report, except end audit adjustments). (c) Except (i) as disclosed set forth in certifications the financial statements included in the most recent Form 10-K filed with by the Parent SEC Reports. Neither and publicly available prior to the date of this Agreement and (ii) as incurred in the ordinary course of business, to the knowledge of the Parent and the Purchaser, neither the Parent nor any of its executive officers subsidiaries has received notice from any Governmental Authority challenging liabilities or questioning the accuracyobligations of any nature (whether accrued, completenessabsolute, form contingent or manner of filing of such certifications. As of the date of this Agreement, there are no outstanding otherwise) that individually or unresolved comments in the comment letters received from the SEC staff with respect aggregate have had or would reasonably be expected to the Parent SEC Reports. As of the date hereof, none of the Parent SEC Reports is subject to outstanding SEC comment or, to Parent’s Knowledge, investigationhave a Material Adverse Effect.

Parent SEC Reports. Since August 1, 2014, (a) The Parent has timely filed or otherwise furnished (as applicable) all forms, certifications, reports, schedules, registration statements and other documents with the SEC that have been (including all exhibits and other information incorporated therein, amendments and supplements thereto) required to be filed or furnished by it under applicable Laws prior to with the date hereof SEC since December 31, 2022 (all such forms, reports, schedules, statements and other documents, as amended and supplemented, and together with all exhibits and schedules thereto, the “Parent SEC Reports”). As . (b) Each of the Parent SEC Reports (i) as of the date of the filing thereof, complied in all material respects as to form with the requirements of the Securities Act, the Exchange Act and the Sxxxxxxx-Xxxxx Act, as the case may be, and the rules and regulations of the SEC thereunder applicable to such Parent SEC Reports, and (ii) as of its filing date (or, if amended or superseded by a subsequent filing prior to the date of this Agreement, on the date of such amended or superseded filing), (a) each Parent SEC Report complied as to form in all material respects with the applicable requirements of the Securities Act, the Exchange Act or the Xxxxxxxx-Xxxxx Act, as the case may be (including, in each case, the rules and regulations promulgated thereunder), each as in effect on the date such Parent SEC Report was filed, and (b) each Parent SEC Report did not contain any untrue statement of a material fact or omit to state any 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. None of Parent’s Subsidiaries is required to file or furnish (as applicable) any forms, reports or other documents with the SEC or any foreign Governmental Authority that performs a similar function to that of the SEC. No executive officer of Parent has failed to make the certifications required of him or her under Section 302 or Section 906 of the Xxxxxxxx-Xxxxx Act with respect to any Parent SEC Report, except as disclosed in certifications filed with the Parent SEC Reports. Neither Parent nor any of its executive officers has received notice from any Governmental Authority challenging or questioning the accuracy, completeness, form or manner of filing of such certifications. As of the date of this Agreement, there are no outstanding or unresolved comments in the comment letters received from the SEC staff with respect to any of the Parent SEC Reports. As , and, to the Knowledge of the date hereofParent, none of the Parent SEC Reports is are the subject of ongoing SEC review or investigation. (c) The consolidated financial statements of the Parent and its Subsidiaries included in the Parent SEC Reports, including all notes and schedules thereto, complied as to outstanding form in all material respects, when filed or if amended prior to the Closing Date, as of the date of such amendment, with the rules and regulations of the SEC comment with respect thereto, were prepared in accordance with GAAP as in effect from time to time applied on a consistent basis during the periods involved (except as may be indicated in the notes thereto or, in the case of the unaudited statements, as permitted by Rule 10-01 of Regulation S-X of the SEC) and fairly present in all material respects in accordance with applicable requirements of GAAP (subject, in the case of the unaudited statements, to normal year-end audit adjustments) the consolidated financial position of Parent as of their respective dates and the results of operations of the Parent for the periods presented therein. (d) With respect to each annual report on Form 10-K and each quarterly report on Form 10-Q and each amendment of any such report included in the Parent SEC Reports filed since December 31, 2022, the principal executive officer and the principal financial officer of Parent (or each former principal executive officer and each former principal financial officer of Parent) have made all certifications required by the Sxxxxxxx-Xxxxx Act and any related rules and regulations promulgated by the SEC, and the statements contained in any such certifications are complete and correct as of their respective dates (except for such certifications contained in a Parent SEC Report that was subsequently amended). (e) Since December 31, 2022, there has been no change in Parent’s accounting policies or the methods of making accounting estimates or changes in estimates that are material to Parent’s Knowledgefinancial statements except as described in the Parent SEC Reports or except as may be required by any regulatory authority. The reserves reflected in Parent’s financials statements are in accordance with GAAP and have been calculated in a consistent manner. (f) The Parent has established and maintains disclosure controls and procedures and internal control over financial reporting (as such terms are defined in paragraphs (e) and (f), investigationrespectively, of Rule 13a-15 under the Exchange Act) as required by Rule 13a-15 under the Exchange Act. The disclosure controls and procedures of the Parent are reasonably designed to ensure that all material information required to be disclosed by the Parent in the reports that it files under the Exchange Act are 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 management of the Parent as appropriate to allow timely decisions regarding required disclosures 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. (g) Parent is in compliance in all material respects with the applicable listing and corporate governance rules and regulations of the NYSE. (h) Except (a) as disclosed, reflected or reserved against in the unaudited consolidated balance sheet of Parent and its Subsidiaries as of June 30, 2024 or the notes thereto, (b) for liabilities and obligations incurred under or in accordance with this Agreement or in connection with the transactions contemplated herein, (c) for liabilities and obligations incurred in the ordinary course of business since December 31, 2022, (d) for liabilities or obligations that have been discharged or paid in full and (e) as would not reasonably be expected to have a Parent Material Adverse Effect, neither Parent nor any of its Subsidiaries have any liabilities or obligations of any nature, whether or not accrued, contingent or otherwise, that would be required by GAAP to be reflected on a consolidated balance sheet of Parent and its Subsidiaries.

Parent SEC Reports. Since August 1, 2014, (a) Parent has filed or furnished (as applicable) all forms, reports, schedules, registration statements and other documents with the SEC that have been required to be filed or furnished by it under applicable Laws prior to with the date hereof SEC since the Applicable Date. (all b) Each of Parent’s forms, reports, registration statements and other documents filed by Parent with the SEC since the Applicable Date (such forms, reports, schedulesregistration statements, statements and other documents, whether or not available through XXXXX, are collectively referred to herein as amended and supplemented, and together with all exhibits and schedules thereto, the “Parent SEC Reports”). As ) and the Certifications (i) as of the date of the filing thereof, complied as to form with the requirements of the Securities Act, the Exchange Act and SOX, as applicable, and (ii) as of its filing date (or, if amended or superseded by a subsequent filing prior to the date of this Agreement, on the date of such amended or superseded filing), (a) each Parent SEC Report complied as to form in all material respects with the applicable requirements of the Securities Act, the Exchange Act or the Xxxxxxxx-Xxxxx Act, as the case may be (including, in each case, the rules and regulations promulgated thereunder), each as in effect on the date such Parent SEC Report was filed, and (b) each Parent SEC Report did not contain any untrue statement of a material fact or omit to state any 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. None of Parent’s Subsidiaries is required to file or furnish (as applicable) any forms, reports or other documents with the SEC or any foreign Governmental Authority that performs a similar function to that of the SEC. No executive officer of Parent has failed to make the certifications required of him or her under Section 302 or Section 906 of the Xxxxxxxx-Xxxxx Act with respect to any Parent SEC Report, except as disclosed in certifications filed with the Parent SEC Reports. Neither Parent nor any of its executive officers has received notice from any Governmental Authority challenging or questioning the accuracy, completeness, form or manner of filing of such certifications. As of the date of this Agreement, there are no material outstanding or unresolved comments in the comment letters received from the SEC staff with respect or its staff, and, to the Parent SEC Reports. As Knowledge of the date hereofParent, none of the Parent SEC Reports is the subject of ongoing SEC review. None of Parent’s Subsidiaries is subject to outstanding SEC comment orthe periodic reporting requirements of the Exchange Act or is otherwise required to file any periodic statements, schedules, reports, forms or other documents with the SEC. (c) Parent is, and since the Applicable Date has been, in compliance with (i) the applicable listing and corporate governance rules and regulations of the Nasdaq and (ii) the applicable provisions of SOX. (d) 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 are reasonably designed to ensure 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. (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) reasonably designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with GAAP. (f) Since the Applicable Date, (i) there have not been any changes in Parent’s internal controls over financial reporting that are reasonably likely to materially affect Parent’s and its Subsidiaries’ internal controls over financial reporting; (ii) Parent has disclosed, based on the most recent evaluation of its chief executive officer and its chief financial officer prior to the date of this Agreement, to Parent’s Knowledgeoutside auditors and the audit committee of the Parent Board any “significant deficiency” or “material weakness” in the design or operation of Parent’s internal controls over financial reporting which are reasonably likely to adversely affect in any material respect Parent’s and its Subsidiaries’ ability to record, investigationprocess, summarize, and report financial information; and (iii) none of Parent, Parent’s outside auditors or the audit committee of the Parent Board has received any oral or written notification of any fraud, whether or not material, that involves management or other employees of Parent who have a significant role in Parent’s internal controls over financial reporting. (g) Since the Applicable Date, neither Parent nor any of its Subsidiaries has received or has otherwise had or obtained Knowledge of any complaint, allegation, assertion, or claim, whether written or made to a whistleblower hotline, regarding the accounting or auditing practices, procedures, methodologies, or methods of Parent or any of its Subsidiaries or their internal control over financial reporting, including any complaint, allegation, assertion, or claim that Parent or any of its Subsidiaries has engaged in questionable accounting or auditing practices.

Parent SEC Reports. Since August 1, 2014, (a) Parent has and its Subsidiaries have filed or furnished each report and definitive proxy statement (as applicabletogether with all amendments thereof and supplements thereto) all forms, reports, schedules, statements and other documents with the SEC that have been required to be filed by Parent or furnished by it under applicable Laws prior any of its Subsidiaries pursuant to the date hereof Exchange Act with the SEC since January 1, 2005 (all as such forms, reports, schedules, statements and other documents, as documents have since the time of their filing been amended and or supplemented, and together with all exhibits and schedules thereto, the “Parent SEC Reports”). As Each of its filing date (or, if amended the Parent SEC Reports filed on or superseded by a filing prior to the date hereof, at the time of this Agreement, on its filing (except as and to the date of extent such amended or superseded filing), (a) each Parent SEC Report has been modified or superseded in any subsequent Parent SEC Report filed and publicly available prior to the date hereof), and each of the Parent SEC Reports filed after the date hereof, (i) complied or will comply as to form in all material respects with the applicable requirements of the Securities Act, the Exchange Act or the Xxxxxxxx-Xxxxx Act, as the case may be (including, in each case, the rules and regulations promulgated thereunder), each as in effect on the date such Parent SEC Report was filed, and (bii) each Parent SEC Report did not and will not contain any untrue statement of a material fact or omit to state any a material fact required to be stated therein or necessary in order to make the statements made therein, in light of the circumstances under which they were made, not misleading. None of Parent’s Subsidiaries is The Parent SEC Reports filed on or prior to the date hereof included, and if filed after the date hereof, will include, all certificates required to file or furnish (as applicable) any forms, reports or other documents with the SEC or any foreign Governmental Authority that performs a similar function be included therein pursuant to that of the SEC. No executive officer of Parent has failed to make the certifications required of him or her under Section Sections 302 or Section and 906 of the Xxxxxxxx-Xxxxx Act with respect to any Parent SEC Reportof 2002 and the related rules and regulations promulgated under such act or the Exchange Act (the “Xxxxxxxx-Xxxxx Act”), except as disclosed in certifications filed with and the Parent SEC Reports. Neither Parent nor any internal control report and attestation of its executive officers has received notice from any Governmental Authority challenging or questioning the accuracy, completeness, form or manner of filing of such certifications. As Parent’s outside auditors required by Section 404 of the date of this AgreementXxxxxxxx-Xxxxx Act. (b) The audited consolidated financial statements and unaudited interim consolidated financial statements (including, there are no outstanding or unresolved comments in each case, the comment letters received from the SEC staff with respect to the Parent SEC Reports. As of the date hereofnotes and schedules, none of if any, thereto) included in the Parent SEC Reports is subject complied as to outstanding form in all material respects with the published rules and regulations of the SEC comment orwith respect thereto, were prepared in accordance with GAAP applied on a consistent basis during the periods involved (except as may be indicated therein or in the notes thereto and except with respect to unaudited statements as permitted by Form 10-Q of the SEC) and fairly present (subject, in the case of the unaudited interim financial statements included therein, to Parent’s Knowledgenormal year-end adjustments and the absence of complete footnotes) in all material respects the consolidated financial position of Parent and its consolidated Subsidiaries as of the respective dates thereof and the consolidated results of their operations and cash flows for the respective periods then ended. (c) As of March 12, investigation2007, Parent and its Subsidiaries had cash and cash equivalents of $1,668,343, and indebtedness for borrowed money (including accrued interest thereon) outstanding of $7,023,202.