Common use of Parent SEC Reports Clause in Contracts

Parent SEC Reports. Parent has filed with the SEC, at or prior to the time due, and has heretofore made available to the Company true and complete copies of, all forms, reports, schedules, statements and other documents required to be filed with the SEC by Parent since January 1, 1997 (together with all information incorporated therein by reference, the "Parent SEC Reports"). As of their respective dates, the Parent SEC Reports complied in all material respects with the requirements of the Securities Act or the Exchange Act, as the case may be, and the rules and regulations of the SEC promulgated thereunder applicable to such Parent SEC Reports, and none of the Parent SEC Reports at the time they were filed contained any untrue statement of a material fact or omitted to state a material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading. The financial statements (including the related notes) of Parent included in the Parent SEC Reports comply as to form in all material respects with applicable accounting requirements and the published rules and regulations of the SEC with respect thereto, have been prepared in accordance with GAAP in all material respects and fairly present in all material respects the consolidated financial position of Parent and its consolidated Subsidiaries as of the dates thereof and their consolidated results of operations and cash flows for the periods then ended (subject, in the case of unaudited statements, to normal and recurring year-end audit adjustments). Except as, and to the extent, set forth in the Parent SEC Reports, Parent and its Subsidiaries do not have any liability or obligation of any nature (whether accrued, absolute, contingent or otherwise) other than liabilities and obligations which would not, individually or in the aggregate, reasonably be expected to have a Parent Material Adverse Effect.

Parent SEC Reports. Since September 17, 2021 and through the date of this Agreement, Parent has timely filed with with, or furnished to, the SEC, at or prior to the time due, and has heretofore made available to the Company true and complete copies of, SEC all forms, reports, schedules, statements reports and other documents that have been required to be filed with or furnished by it pursuant to applicable Laws (the SEC by Parent since January 1, 1997 (together with all information incorporated therein by reference, the "“Parent SEC Reports"”) and, to the Knowledge of Parent and except where such failure would not reasonably be expected to be material to Parent and its Subsidiaries taken as a whole, from February 23, 2021 through September 16, 2021, Parent timely filed with, or furnished to, the SEC all forms, reports and documents that have been required to be filed or furnished by it pursuant to applicable Laws (the “Prior Parent SEC Reports”). As of their respective dates, the Each Parent SEC Reports complied Report and, to the Knowledge of Parent and except where such failure would not reasonably be expected to be material to Parent and its Subsidiaries taken as a whole, each Prior Parent SEC Report, complied, 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), in all material respects with the applicable requirements of the Securities Act or the Exchange Act, as the case may be, and each as in effect on the rules and regulations of the SEC promulgated thereunder applicable to date that such Parent SEC Reports, and none of the Report or Prior Parent SEC Reports at Report, as applicable, was filed. As of its filing date (or, if amended or superseded by a filing prior to the time they were filed contained date of this Agreement, on the date of such amended or superseded filing), each Parent SEC Report and, to the Knowledge of Parent and except as would not reasonably be expected to be material to Parent and its Subsidiaries taken as a whole, each Prior Parent SEC Report, did not contain any untrue statement of a material fact or omitted omit to state a any material fact required to be stated therein or necessary in order to make the statements made therein, in the light of the circumstances under which they were made, not misleading. The financial statements (including Since September 17, 2021 and, to the related notes) Knowledge of Parent included and except as would not reasonably be expected to be material to Parent and its Subsidiaries taken as a whole, from February 23, 2021 through September 16, 2021, Parent has been in the Parent SEC Reports comply as to form compliance in all material respects with the applicable accounting requirements listing and the published corporate governance rules and regulations of NYSE. As of the date of this Agreement, to the Knowledge of Parent, there are no outstanding or unresolved comments received from the SEC staff with respect theretoto the Parent SEC Reports or, have been prepared in accordance with GAAP in all except as would not reasonably be expected to be material respects and fairly present in all material respects the consolidated financial position of to Parent and its consolidated Subsidiaries taken as a whole, the Prior Parent SEC Reports. To the Knowledge of Parent, as of the dates thereof date of this Agreement, none of the Parent SEC Reports or, except as would not reasonably be expected to be material to Parent and their consolidated results of operations and cash flows for the periods then ended (subjectits Subsidiaries taken as a whole, in the case of unaudited statements, to normal and recurring year-end audit adjustments). Except as, and to the extent, set forth in the Prior Parent SEC Reports, Parent and its is the subject of ongoing SEC review or investigation. None of Parent’s Subsidiaries do not have any liability or obligation of any nature (whether accrued, absolute, contingent or otherwise) other than liabilities and obligations which would not, individually or in is required to file periodic reports with the aggregate, reasonably be expected SEC pursuant to have a Parent Material Adverse Effectthe Exchange Act.

Parent SEC Reports. Since August 1, 2014, Parent has filed with the SEC, at or prior to the time due, and has heretofore made available to the Company true and complete copies of, furnished (as applicable) all forms, reports, schedules, statements and other documents with the SEC that have been required to be filed with or furnished by it under applicable Laws prior to the SEC by Parent since January 1date hereof (all such forms, 1997 (reports, schedules, statements and other documents, as amended and supplemented, and together with all information incorporated therein by referenceexhibits and schedules thereto, the "“Parent SEC Reports"”). As of their respective datesits 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 Reports Report complied as to form in all material respects with the applicable requirements of the Securities Act, the Exchange Act or the Exchange Xxxxxxxx-Xxxxx Act, as the case may bebe (including, and in each case, the rules and regulations of promulgated thereunder), each as in effect on the SEC promulgated thereunder applicable to date such Parent SEC ReportsReport was filed, and none of the (b) each Parent SEC Reports at the time they were filed contained Report did not contain any untrue statement of a material fact or omitted omit to state a any 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. The financial statements None of Parent’s Subsidiaries is required to file or furnish (including as applicable) any forms, reports or other documents with the related notes) SEC or any foreign Governmental Authority that performs a similar function to that of the SEC. No executive officer of Parent included 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 comply as is subject to form in all material respects with applicable accounting requirements and the published rules and regulations of the outstanding SEC with respect thereto, have been prepared in accordance with GAAP in all material respects and fairly present in all material respects the consolidated financial position of Parent and its consolidated Subsidiaries as of the dates thereof and their consolidated results of operations and cash flows for the periods then ended (subject, in the case of unaudited statementscomment or, to normal and recurring year-end audit adjustments). Except asParent’s Knowledge, and to the extent, set forth in the Parent SEC Reports, Parent and its Subsidiaries do not have any liability or obligation of any nature (whether accrued, absolute, contingent or otherwise) other than liabilities and obligations which would not, individually or in the aggregate, reasonably be expected to have a Parent Material Adverse Effectinvestigation.

Parent SEC Reports. (a) Parent has timely filed with all required registration statements (including the SEC, at or prior to the time due, and has heretofore made available to the Company true and complete copies of, all formsregistration statement on Form S-1 (File No. 333-145759)), reports, schedules, forms, statements and other documents required to be filed by it with the SEC by Parent since January 1, 1997 2008 (together with collectively, as they have been amended since the time of their filing and including all information incorporated therein by referenceexhibits thereto, the "“Parent SEC Reports"”). As of their respective dates, the Parent SEC Reports complied in all material respects with the requirements None of the Securities Act or the Exchange Act, as the case may be, and the rules and regulations of the SEC promulgated thereunder applicable to such Parent SEC Reports, and none as of their respective dates (or if amended or superseded by a filing prior to the Parent SEC Reports at date of this Agreement or the time they were filed Closing Date, then on the date of such filing), contained any untrue statement of a material fact or omitted to state a material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading. The audited financial statements and unaudited interim financial statements, if any, (including including, in each case, the related notesnotes and schedules, if any, thereto) of Parent included in the Parent SEC Reports comply complied as to form in all material respects with applicable accounting requirements and the published rules and regulations of the SEC with respect thereto, have been were prepared in accordance with GAAP applied on a consistent basis during the periods involved (except as may be indicated therein or in all material respects the notes thereto and except with respect to unaudited statements as permitted by Form 10-Q of the SEC) and fairly present in all material respects the consolidated financial position of Parent and its consolidated Subsidiaries as of the dates thereof and their consolidated results of operations and cash flows for the periods then ended (subject, in the case of the unaudited statementsinterim financial statements included therein, to normal and recurring year-end audit adjustments). Except as, adjustments and to the extent, set forth absence of complete footnotes) in all material respects the financial position of Parent SEC Reports, Parent as of the respective dates thereof and its Subsidiaries do not have any liability or obligation the results of any nature (whether accrued, absolute, contingent or otherwise) other than liabilities their operations and obligations which would not, individually or in cash flows for the aggregate, reasonably be expected to have a Parent Material Adverse Effectrespective periods then ended.

Parent SEC Reports. (a) Parent has timely filed with all required registration statements (including the SEC, at or prior to the time due, and has heretofore made available to the Company true and complete copies of, all formsregistration statement on Form S-1 (File No. 333-145759)), reports, schedules, forms, statements and other documents required to be filed by it with the SEC by Parent since January 1, 1997 2008 (together with collectively, as they have been amended since the time of their filing and including all information incorporated therein by referenceexhibits thereto, the "“Parent SEC Reports"”). As of their respective dates, the Parent SEC Reports complied in all material respects with the requirements None of the Securities Act or the Exchange Act, as the case may be, and the rules and regulations of the SEC promulgated thereunder applicable to such Parent SEC Reports, and none as of their respective dates (or if amended or superseded by a filing prior to the Parent SEC Reports at date of this Agreement or the time they were filed Closing Date, then on the date of such filing), contained any untrue statement of a material fact or omitted to state a material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleadingmisleading (provided that Parent shall not be responsible for the accuracy or completeness of any information relating to the Company or any other information furnished by the Company for inclusion in the Proxy Statement, Proxy Supplement or any other Parent SEC Report). The audited financial statements and unaudited interim financial statements, if any, (including including, in each case, the related notesnotes and schedules, if any, thereto) of Parent included in the Parent SEC Reports comply complied as to form in all material respects with applicable accounting requirements and the published rules and regulations of the SEC with respect thereto, have been were prepared in accordance with GAAP applied on a consistent basis during the periods involved (except as may be indicated therein or in all material respects the notes thereto and except with respect to unaudited statements as permitted by Form 10-Q of the SEC) and fairly present in all material respects the consolidated financial position of Parent and its consolidated Subsidiaries as of the dates thereof and their consolidated results of operations and cash flows for the periods then ended (subject, in the case of the unaudited statementsinterim financial statements included therein, to normal and recurring year-end audit adjustments). Except as, adjustments and to the extent, set forth absence of complete footnotes) in all material respects the financial position of Parent SEC Reports, Parent as of the respective dates thereof and its Subsidiaries do not have any liability or obligation the results of any nature (whether accrued, absolute, contingent or otherwise) other than liabilities their operations and obligations which would not, individually or in cash flows for the aggregate, reasonably be expected to have a Parent Material Adverse Effectrespective periods then ended.

Parent SEC Reports. Buyer and Parent, jointly and severally, hereby represent and warrant to Seller as follows: Except as otherwise set forth in Schedule 4.6 hereof, Parent has filed with the SEC, at or prior to the time due, and has heretofore made available to the Company true and complete copies of, all required forms, reports, schedules, statements and other documents required to be filed (including exhibits and other information incorporated therein) with the SEC by Parent since January 1June 9, 1997 2004 through the date hereof (together with all information incorporated therein by referencecollectively, the "Parent Electro Energy SEC Reports"). As of their respective dates, or, if amended, as of the Parent date of the last such amendment, each Electro Energy SEC Reports Report, (a) complied in all material respects with the applicable requirements of the Securities Act or Act, the Exchange Act, as the case may be, and the rules and regulations of the SEC promulgated thereunder applicable to such Parent SEC Reports, and none of the Parent Electro Energy SEC Reports at the time they were filed contained and (b) did not contain any untrue statement of a material fact or omitted omit to state a material fact required to be stated therein or necessary in order to make the statements made therein, in the light of the circumstances under which they were made, not misleading. The financial statements Each of the consolidated balance sheets included in or incorporated by reference into the Electro Energy SEC Reports (including the related notesnotes and schedules) of Parent included in the Parent SEC Reports comply as to form in all material respects with applicable accounting requirements and the published rules and regulations of the SEC with respect thereto, have been prepared in accordance with GAAP in all material respects and fairly present presents in all material respects the consolidated financial position of Parent and its consolidated Subsidiaries as of its date, and each of the dates thereof consolidated statements of operations, stockholders' equity and their consolidated cash flows included in or incorporated by reference into the Electro Energy SEC Reports (including any related notes and schedules) fairly presents in all material respects the financial position, results of operations and cash flows flows, as the case may be, of Parent and its Subsidiaries for the periods then ended set forth therein (subject, in the case of unaudited statements, to normal and recurring year-end audit adjustmentsadjustments and the absence of footnotes), in each case in accordance with GAAP consistently applied during the periods involved, except as may be noted therein. Except asThere is no investigation by the SEC threatened or pending, and or, to the extentknowledge of the Buyer, set forth in the Parent contemplated with respect to any Electro Energy SEC Reports, Parent and its Subsidiaries do not have including, without limitation, revenue recognition thereunder or any liability of Parent's officers, directors or obligation of any nature (whether accrued, absolute, contingent or otherwise) other than liabilities and obligations which would not, individually or in the aggregate, reasonably be expected to have a Parent Material Adverse Effectprincipal stockholders.

Parent SEC Reports. Parent has made available to Company (via EXXXX) a correct and complete copy of the Parent SEC Reports. Parent has filed with the SEC, at or prior to the time due, and has heretofore made available to the Company true and complete copies of, all forms, reports, schedulesproxy statements, statements registration statements, forms and other documents required to be filed by it with the SEC by Parent pursuant to the Exchange Act or other applicable securities statutes, regulations or rules since January October 1, 1997 2005 (together with collectively, including all information exhibits and schedules thereto and documents incorporated therein by referencereference therein, the "“Parent SEC Reports"”). As of their respective dates, the The Parent SEC Reports complied comply as to form in all material respects with the requirements of the Securities Exchange Act or in effect on the Exchange Actdate of filing. The information provided by Parent in this Agreement, as the case may be, and the rules and regulations of the SEC promulgated thereunder applicable to such Parent SEC Reports, and none of the Parent SEC Reports at (other than the time they were filed financial statements and notes and schedules thereto contained therein, as to which representations are made in subsection (b) 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 omitted omit to state a material fact required to be stated herein or therein or necessary in order to make the statements herein or therein, in light of the circumstances under which they were made, not misleading. The financial statements misleading (including except to the related notes) of Parent included in the extent amended, revised or superseded by a subsequently filed Parent SEC Reports comply as to form in all material respects that has been filed with applicable accounting requirements and the published rules and regulations of the SEC with respect theretoprior to 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, have been prepared in accordance with GAAP in all material respects and fairly present in all material respects the consolidated financial position prospects, conditions, affairs, or operations of Parent and or any of its consolidated Subsidiaries as of properties or assets that has not been fully described in this Agreement, the dates thereof and their consolidated results of operations and cash flows for the periods then ended (subjectExhibits hereto, in the case of unaudited statements, to normal and recurring year-end audit adjustments). Except as, and to the extent, set forth in or the Parent SEC Reports, Parent and its Subsidiaries do not have any liability or obligation of any nature (whether accrued, absolute, contingent or otherwise) other than liabilities and obligations which would not, individually or in the aggregate, reasonably be expected to have a Parent Material Adverse Effect.

Parent SEC Reports. Parent has filed with the SEC, at delivered or prior to the time due, and has heretofore made available to the Company true Group for its inspection each registration statement, report, proxy statement or information statement prepared by it since December 31, 1998, including (i) its Annual Report on Form 10-K for the year ended December 31, 1998, (ii) its Quarterly Report on Form 10-Q for the quarter ended Xxxxx 00, 0000, (xxx) its Current Reports on Form 8-K, and complete copies of(iv) its Proxy Statements for its Annual Meetings of Stockholders, all forms, reports, schedules, statements each in the form (including exhibits and other documents required to be amendments thereto) filed with the SEC by Parent since January 1, 1997 Securities and Exchange Commission (together with all information incorporated therein by referencethe "SEC") (collectively, the "Parent SEC Reports"). As of their respective dates, the Parent SEC Reports complied (x) were prepared in all material respects in accordance with the applicable requirements of the Securities Act or Act, the Exchange Act, as the case may be, and the rules and regulations of the SEC promulgated thereunder applicable to such Parent SEC Reports, and none of the Parent SEC Reports at the time they were filed contained (y) did not contain any untrue statement of a material fact or omitted omit to state a material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading. The financial statements Each of the consolidated balance sheets of Parent included in or incorporated by reference into the Parent Reports (including the related notesnotes and schedules) of Parent included in the Parent SEC Reports comply as to form in all material respects with applicable accounting requirements and the published rules and regulations of the SEC with respect thereto, have been prepared in accordance with GAAP in all material respects and fairly present in all material respects presents the consolidated financial position of Parent and its consolidated Subsidiaries as of its date and each of the dates thereof and their consolidated results statements of operations income, retained earnings and cash flows of Parent included in or incorporated by reference into the Parent Reports (including the related notes and schedules) fairly presents the results of operations, retained earnings or cash flows, as the case may be, of Parent for the periods then ended (subjectset forth therein, in each case in accordance with generally accepted accounting principles consistently applied during the case of unaudited statementsperiods involved, to normal and recurring year-end audit adjustments)except as may be noted therein. Except as, and to the extent, set forth There have been no material adverse changes in the condition of Parent SEC Reports, Parent and since the date of its Subsidiaries do not have any liability or obligation of any nature (whether accrued, absolute, contingent or otherwise) other than liabilities and obligations which would not, individually or in the aggregate, reasonably be expected to have a Parent Material Adverse Effect.most recent Quarterly Report on Form 10-Q.

Parent SEC Reports. Parent has timely filed with the SEC, at or prior to the time due, and has heretofore made available to the Company true and complete copies of, all forms, reports, schedules, forms, statements and other documents with the SEC required to be filed with the SEC by Parent since January 1, 1997 2015 (collectively and together with all information 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 thereto and documents incorporated therein by referencereference 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 their respective datesdates 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, 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 Reports complied as to form in all material respects with the requirements of the Securities Act, the Exchange Act or the Exchange Xxxxxxxx-Xxxxx Act of 2002 (the “Xxxxxxxx-Xxxxx Act”), as the case may be, and the rules and regulations of the SEC promulgated thereunder applicable thereto. None of Parent’s Subsidiaries is required to such file any forms, reports or other documents with the SEC. None of the Parent SEC Reports, and none of the Parent SEC Reports including any financial statements or schedules included or incorporated by reference therein, at the time they were filed or transmitted (or, if amended or superseded by a subsequent filing, as of the date of the last such amendment or superseding filing prior to the date hereof) contained any untrue statement of a material fact or omitted to state a material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading. The financial statements (including the related notes) Since January 1, 2015, no executive officer of Parent included has failed to make the certifications required of him or her under Section 302 or 906 of the Xxxxxxxx-Xxxxx Act with respect to any Parent SEC Report (except as disclosed in certifications filed with the Parent SEC Reports comply as to Reports). Since January 1, 2015 through the date hereof, neither Parent nor any of its executive officers has received notice from any Governmental Entity challenging or questioning the accuracy, completeness, form or manner of filing of such certifications. Parent is in compliance in all material respects with applicable accounting all listing and governance requirements and the published rules and regulations of the SEC with respect thereto, have been prepared in accordance with GAAP in all material respects and fairly present in all material respects the consolidated financial position of Parent and its consolidated Subsidiaries as NASDAQ. As of the dates thereof date of this Agreement, there are no outstanding or unresolved comments in comment letters received by Parent from the SEC or its staff. There has been no material correspondence between the SEC and their consolidated results of operations Parent since January 1, 2015 through the date hereof that is not available on the SEC’s Electronic Data Gathering and cash flows for the periods then ended (subject, in the case of unaudited statements, to normal and recurring year-end audit adjustments). Except as, and to the extent, set forth in the Parent SEC Reports, Parent and its Subsidiaries do not have any liability or obligation of any nature (whether accrued, absolute, contingent or otherwise) other than liabilities and obligations which would not, individually or in the aggregate, reasonably be expected to have a Parent Material Adverse EffectRetrieval database.

Parent SEC Reports. (i) Parent has filed with the SEC, at or prior to the time due, and has heretofore made available to the Company true and complete copies of, all required material forms, reports, schedules, statements and other documents required to be filed (including exhibits and other information incorporated therein) with the SEC by Parent since January 1December 31, 1997 2001 (together with all information incorporated therein by referencecollectively, the "Parent PARENT SEC ReportsREPORTS"). As of their respective dates, or, if amended, as of the date of the last such amendment, each Parent SEC Reports Report, (a) complied in all material respects with the applicable requirements of the Securities Act or Act, the Securities Exchange Act, as the case may be, and the rules and regulations of the SEC promulgated thereunder applicable to such Parent SEC ReportsReports and (b) did not, and none in the case of such forms, reports, schedules, statements and other documents filed after the Parent SEC Reports at date hereof will not as of the time they were filed contained are filed, contain any untrue statement of a material fact or omitted omit to state a material fact required to be stated therein or necessary in order to make the statements made therein, in the light of the circumstances under which they were made, not misleading. The Each of the consolidated financial statements included in or incorporated by reference into the Parent SEC Reports (including the related notesnotes and schedules) of Parent included were, and in the Parent SEC Reports comply as to form case of such consolidated financial statements filed after the date hereof will be, prepared materially in all material respects accordance with applicable accounting requirements and the published rules and regulations of the SEC with respect theretoSEC, have been prepared in accordance with GAAP in all material respects and fairly present presents (as to such previously filed items) in all material respects the consolidated financial position of Parent and its consolidated Subsidiaries as of its date, and each of the dates thereof consolidated statements of operations, stockholders' equity and their consolidated cash flows included in or incorporated by reference into the Parent SEC Reports (including any related notes and schedules) fairly presents (as to such previously filed items) in all material respects the financial position, results of operations and cash flows flows, as the case may be, of Parent and its Subsidiaries for the periods then ended set forth therein, in each case in accordance with GAAP consistently applied during the periods involved, except as may be noted therein (and subject, in the case of unaudited statements, to normal and recurring year-end audit adjustmentsadjustments and the absence of footnotes). Except as, and to the extent, set forth in the Parent SEC Reports, Parent and its Subsidiaries do not have any liability or obligation of any nature (whether accrued, absolute, contingent or otherwise) other than liabilities and obligations which would not, individually or in the aggregate, reasonably be expected to have a Parent Material Adverse Effect.

Parent SEC Reports. (a) The Parent has filed with the SEC, at or prior to the time due, and has heretofore made available to the Company true and complete copies of, otherwise furnished all forms, reports, schedules, registration statements and other documents (including all exhibits and other information incorporated therein, amendments and supplements thereto) required to be filed or furnished by it with the SEC by Parent since January 1, 1997 2015. (together b) Each of the Parent’s forms, reports, registration statements and other documents filed or furnished by the Parent with all information incorporated therein by referencethe SEC since January 1, 2015 (such forms, reports, registration statements and other documents, whether or not available through XXXXX, are collectively referred to herein as the "“Parent SEC Reports"). As ”) and the Certifications (i) as of their respective datesthe date of the filing thereof, the Parent SEC Reports complied in all material respects as to form with the requirements of the Securities Act or the Exchange Act, and the Xxxxxxxx-Xxxxx Act of 2002, as the case may be, and (ii) as of its filing date (or, if amended or superseded by a subsequent filing prior to the rules and regulations date of this Agreement, on the SEC promulgated thereunder applicable to date of such Parent SEC Reports, and none of the Parent SEC Reports at the time they were filed contained filing) did not contain any untrue statement of a material fact or omitted omit to state a material fact required to be stated therein or necessary in order to make the statements made therein, in the light of the circumstances under which they were made, not misleading. The financial statements (including Since January 1, 2015 and as of the related notes) Execution Date, no executive officer of Parent included has failed in any respect to make the certifications required of him or her under Section 302 or 906 of the Xxxxxxxx-Xxxxx Act of 2002. As of the Execution Date, there are no material outstanding or unresolved comments in comment letters received from the SEC or its staff, and, to the Knowledge of the Parent, none of the Parent SEC Reports comply as to form is the subject of ongoing SEC review. (c) The Parent has not, in all material respects the three months preceding the date hereof, received written notice from the NYSE that Parent is not in compliance with the listing or maintenance requirements of the NYSE. Since January 1, 2015, the Parent is, and has been, in compliance with the applicable accounting requirements listing and the published corporate governance rules and regulations of the SEC with respect theretoNYSE applicable to it. (d) The Parent has implemented and maintains disclosure controls and procedures (as defined in Rules 13a-15(e) and 15d-15(e) under the Exchange Act), have been prepared and such controls and procedures are reasonably designed to ensure that (i) all information required to be disclosed by the 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 the Parent’s management, including its chief executive officer and chief financial officer, as appropriate, to allow timely decisions regarding required disclosure. (e) The Parent has implemented and maintained 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 in all material respects and fairly present in all material respects the consolidated financial position of Parent and its consolidated Subsidiaries as of the dates thereof and their consolidated results of operations and cash flows for the periods then ended GAAP. (subjectf) Since January 1, 2015, (i) there have not been any changes in the case of unaudited statements, Parent’s internal controls over financial reporting that are reasonably likely to normal and recurring year-end audit adjustments). Except as, and to materially affect the extent, set forth in Parent’s internal controls over financial reporting; (ii) the Parent SEC Reportshas disclosed, Parent and its Subsidiaries do not have any liability or obligation of any nature (whether accrued, absolute, contingent or otherwise) other than liabilities and obligations which would not, individually or in based on the aggregate, reasonably be expected to have a Parent Material Adverse Effect.29 DB1/ 97944280.20

Parent SEC Reports. Parent has filed with the SEC, at or prior to the time due, and has heretofore made available to the Company true Key (i) Parent's Annual Reports on Form 10-KSB, including all exhibits filed thereto and complete copies of, all forms, reports, schedules, statements and other documents required to be filed with the SEC by Parent since January 1, 1997 (together with all information items incorporated therein by reference, (ii) Parent's Quarterly Reports on Form 10-QSB, including all exhibits thereto and items incorporated therein by reference, (iii) proxy statements relating to Parent's meetings of stockholders and (iv) all other reports or registration statements (as amended or supplemented prior to the date hereof), filed by Parent with the Securities and Exchange Commission ("SEC") since January 1, 1996, including all exhibits thereto and items incorporated therein by reference (items (i) through (iv) being referred to as the "Parent SEC Reports"). As of their respective dates, the Parent SEC Reports complied in all material respects with the requirements of the Securities Act or the Exchange Act, as the case may be, and the rules and regulations of the SEC promulgated thereunder applicable to such Parent SEC Reports, and none of the Parent SEC Reports at the time they were filed contained did not contain any untrue statement of a material fact or omitted omit to state a material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading. The financial statements Since January 1, 1997, Parent has filed, on or before the respective due date therefor as such may have been extended by the SEC, all material forms (including and necessary amendments), reports and documents with the related notes) SEC required to be filed by it pursuant to the federal securities laws and the SEC rules and regulations thereunder, each of Parent included in the Parent SEC Reports comply which complied as to form form, at the time such form, report or document was filed, in all material respects with the applicable accounting requirements of the Securities Act and the published Exchange Act and the applicable rules and regulations of the SEC with respect thereto, have been prepared in accordance with GAAP in all material respects and fairly present in all material respects the consolidated financial position of Parent and its consolidated Subsidiaries as of the dates thereof and their consolidated results of operations and cash flows for the periods then ended (subject, in the case of unaudited statements, to normal and recurring year-end audit adjustments). Except as, and to the extent, set forth in the Parent SEC Reports, Parent and its Subsidiaries do not have any liability or obligation of any nature (whether accrued, absolute, contingent or otherwise) other than liabilities and obligations which would not, individually or in the aggregate, reasonably be expected to have a Parent Material Adverse Effectthereunder.

Parent SEC Reports. (i) Parent has filed with the SEC, at or prior to the time due, and has heretofore made available to the Company true and complete copies of, all required material forms, reports, schedules, statements and other documents required to be filed (including exhibits and other information incorporated therein) with the SEC by Parent since January 1December 31, 1997 2002 (together with all information incorporated therein by referencecollectively, the "“Parent SEC Reports"”). As of their respective dates, or, if amended, as of the date of the last such amendment, each Parent SEC Reports Report, (a) complied in all material respects with the applicable requirements of the Securities Act or Act, the Securities Exchange Act, as the case may be, and the rules and regulations of the SEC promulgated thereunder applicable to such Parent SEC ReportsReports and (b) did not, and none in the case of such forms, reports, schedules, statements and other documents filed after the Parent SEC Reports at date hereof will not as of the time they were filed contained are filed, contain any untrue statement of a material fact or omitted omit to state a material fact required to be stated therein or necessary in order to make the statements made therein, in the light of the circumstances under which they were made, not misleading. The Each of the consolidated financial statements included in or incorporated by reference into the Parent SEC Reports (including the related notesnotes and schedules) of Parent included were, and in the Parent SEC Reports comply as to form case of such consolidated financial statements filed after the date hereof will be, prepared materially in all material respects accordance with applicable accounting requirements and the published rules and regulations of the SEC with respect theretoSEC, have been prepared in accordance with GAAP in all material respects and fairly present presents (as to such previously filed items) in all material respects the consolidated financial position of Parent and its consolidated Subsidiaries as of its date, and each of the dates thereof consolidated statements of operations, stockholders’ equity and their consolidated cash flows included in or incorporated by reference into the Parent SEC Reports (including any related notes and schedules) fairly presents (as to such previously filed items) in all material respects the financial position, results of operations and cash flows flows, as the case may be, of Parent and its Subsidiaries for the periods then ended set forth therein, in each case in accordance with GAAP consistently applied during the periods involved, except as may be noted therein (and subject, in the case of unaudited statements, to normal and recurring year-end audit adjustmentsadjustments and the absence of footnotes). Except as, and to the extent, set forth in the Parent SEC Reports, Parent and its Subsidiaries do not have any liability or obligation of any nature (whether accrued, absolute, contingent or otherwise) other than liabilities and obligations which would not, individually or in the aggregate, reasonably be expected to have a Parent Material Adverse Effect.

Parent SEC Reports. Parent has filed with the SEC, at or prior to the time due, and has heretofore made available to the Company true and complete copies of, all forms, reports, schedules, statements reports and other documents with the SEC that have been required to be filed by it under applicable Law or Order prior to the date 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 Parent since January 1it under applicable Law or Order prior to such time (all such forms, 1997 (reports and documents, together with all information incorporated therein by referenceexhibits and schedules thereto, the "“Parent SEC Reports"”). As of their respective dates, the Each Parent SEC Reports complied 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 Exchange 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 rules date hereof have been furnished to the Company or are publicly available in the Electronic Data Gathering, Analysis and regulations Retrieval (XXXXX) database of the SEC. Parent has resolved with the staff of the SEC promulgated thereunder applicable 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), each Parent SEC Reports, Report did not and none of the Parent SEC Reports at the time they were filed contained will not contain any untrue statement of a material fact or omitted omit to state a any material fact required to be stated therein or necessary in order to make the statements made therein, in the light of the circumstances under which they were made, not misleading. The financial statements (including None of Parent’s Subsidiaries is required to file any forms, reports or other documents with the related notes) of SEC. Parent included is in the Parent SEC Reports comply as to form compliance in all material respects with the applicable accounting requirements provisions of the Xxxxxxxx-Xxxxx Act and the published 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 906 of the Xxxxxxxx-Xxxxx Act with respect theretoto any Parent SEC Report. All such certifications 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, have been prepared completeness, form or manner of filing of such certifications. As used in accordance with GAAP this Section 4.5, the term “file” and variations thereof shall be broadly construed to include any manner in all material respects and fairly present in all material respects the consolidated financial position of Parent and its consolidated Subsidiaries as of the dates thereof and their consolidated results of operations and cash flows for the periods then ended (subjectwhich a document or information is furnished, in the case of unaudited statements, to normal and recurring year-end audit adjustments). Except as, and supplied or otherwise made available to the extent, set forth in the Parent SEC Reports, Parent and its Subsidiaries do not have any liability or obligation of any nature (whether accrued, absolute, contingent or otherwise) other than liabilities and obligations which would not, individually or in the aggregate, reasonably be expected to have a Parent Material Adverse EffectSEC.

Parent SEC Reports. Buyer and Parent, jointly and severally, hereby represent and warrant to Seller as follows: Except as otherwise set forth in Schedule 4.6 hereof, Parent has filed with the SEC, at or prior to the time due, and has heretofore made available to the Company true and complete copies of, all required forms, reports, schedules, statements and other documents required to be filed (including exhibits and other information incorporated therein) with the SEC by Parent since January 1June 9, 1997 2004 through the date hereof (together with all information incorporated therein by referencecollectively, the "Parent “Electro Energy SEC Reports"”). As of their respective dates, or, if amended, as of the Parent date of the last such amendment, each Electro Energy SEC Reports Report, (a) complied in all material respects with the applicable requirements of the Securities Act or Act, the Exchange Act, as the case may be, and the rules and regulations of the SEC promulgated thereunder applicable to such Parent SEC Reports, and none of the Parent Electro Energy SEC Reports at the time they were filed contained and (b) did not contain any untrue statement of a material fact or omitted omit to state a material fact required to be stated therein or necessary in order to make the statements made therein, in the light of the circumstances under which they were made, not misleading. The financial statements Each of the consolidated balance sheets included in or incorporated by reference into the Electro Energy SEC Reports (including the related notesnotes and schedules) of Parent included in the Parent SEC Reports comply as to form in all material respects with applicable accounting requirements and the published rules and regulations of the SEC with respect thereto, have been prepared in accordance with GAAP in all material respects and fairly present presents in all material respects the consolidated financial position of Parent and its consolidated Subsidiaries as of its date, and each of the dates thereof consolidated statements of operations, stockholders’ equity and their consolidated cash flows included in or incorporated by reference into the Electro Energy SEC Reports (including any related notes and schedules) fairly presents in all material respects the financial position, results of operations and cash flows flows, as the case may be, of Parent and its Subsidiaries for the periods then ended set forth therein (subject, in the case of unaudited statements, to normal and recurring year-end audit adjustmentsadjustments and the absence of footnotes), in each case in accordance with GAAP consistently applied during the periods involved, except as may be noted therein. Except asThere is no investigation by the SEC threatened or pending, and or, to the extentknowledge of the Buyer, set forth in the Parent contemplated with respect to any Electro Energy SEC Reports, Parent and its Subsidiaries do not have including, without limitation, revenue recognition thereunder or any liability of Parent’s officers, directors or obligation of any nature (whether accrued, absolute, contingent or otherwise) other than liabilities and obligations which would not, individually or in the aggregate, reasonably be expected to have a Parent Material Adverse Effectprincipal stockholders.

Parent SEC Reports. The Parent has filed with the SEC, at or prior to the time due, and has heretofore made available to the Company true and complete copies of, all forms, reports, schedules, forms, statements and other documents required to be filed with by it under the SEC Exchange Act, including pursuant to Section 13(a) or 15(d) thereof (the foregoing materials, including the exhibits thereto and documents incorporated by Parent since January 1reference therein, 1997 (together with all information incorporated therein by reference, being collectively referred to herein as the "“Parent SEC Reports")”) on a timely basis or has received a valid extension of such time of filing and has filed any such Parent SEC Reports prior to the expiration of any such extension. As The Parent made publicly available Parent SEC Reports on the 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 their respective dates, 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 Reports complied in all material respects with the requirements of the Securities Exchange Act or the Exchange Act, as the case may be, and the rules and regulations thereunder when filed. As of the date hereof, there are no outstanding or unresolved comments in comment letters received from the staff of the SEC promulgated thereunder applicable with respect to such any of the Parent SEC Reports. As of their respective dates, the Parent SEC Reports, and none of the Parent SEC Reports at the time they were filed contained including any financial statements, schedules or exhibits included or incorporated by reference therein, did not contain any untrue statement of a material fact or omitted omit to state a material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading. The financial statements (including None of the related notes) subsidiaries of Parent included in is required to file or furnish any forms, reports or other documents with the SEC. No order suspending the effectiveness of any registration statement of Parent SEC Reports comply as to form in all material respects with applicable accounting requirements and under the published rules and regulations of Securities Act or the Exchange Act has been issued by the SEC with respect theretoand, to Parent’s knowledge, no proceedings for that purpose have been prepared in accordance with GAAP in all material respects and fairly present in all material respects initiated or threatened by the consolidated financial position of Parent and its consolidated Subsidiaries as of the dates thereof and their consolidated results of operations and cash flows for the periods then ended (subject, in the case of unaudited statements, to normal and recurring year-end audit adjustments). Except as, and to the extent, set forth in the Parent SEC Reports, Parent and its Subsidiaries do not have any liability or obligation of any nature (whether accrued, absolute, contingent or otherwise) other than liabilities and obligations which would not, individually or in the aggregate, reasonably be expected to have a Parent Material Adverse EffectSEC.

Parent SEC Reports. Parent has timely filed with the SEC, at or prior furnished to the time due, and has heretofore made available to the Company true and complete copies of, SEC all forms, reports, schedules, statements forms, statements, and other documents (including exhibits and other information incorporated therein) required to be filed with the SEC or furnished by Parent it since January 1, 1997 2017 (together with all information incorporated therein by referencesuch documents, collectively, the "“Parent SEC Reports"Documents”). As of their respective dates, the The Parent SEC Reports complied in all material respects with Documents, including any audited or unaudited financial statements and any notes thereto or schedules included therein (the requirements of the Securities Act or the Exchange Act“Parent Financial Statements”), as the case may be, and the rules and regulations of the SEC promulgated thereunder applicable to such Parent SEC Reports, and none of the Parent SEC Reports at the time they were filed contained or furnished (a) did not contain any untrue statement of a material fact or omitted omit to state a material fact required to be stated therein or necessary in order to make the statements therein, therein (in the light of the circumstances under which they were made, ) not misleading. The financial statements , (including b) complied in all material respects with the related notesapplicable requirements of the Exchange Act and the Securities Act, as applicable, (c) of Parent included in the Parent SEC Reports comply complied as to form in all material respects with applicable accounting requirements and with the published rules and regulations of the SEC with respect thereto, have been (d) in the case of the Parent Financial Statements, were prepared in accordance with GAAP applied on a consistent basis during the periods involved (except as may be indicated in all the notes thereto or the omission of notes to the extent permitted by Regulation S-K promulgated under the Securities Act or, in the case of unaudited statements, as permitted by Form 10-Q of the SEC) and subject, in the case of interim financial statements, to normal year-end adjustments which are not material respects in the aggregate, and (e) in the case of the Parent Financial Statements, fairly present in all material respects the consolidated financial position condition, results of operations, and cash flows of Parent and its consolidated Subsidiaries as of the dates thereof and their consolidated results of operations and cash flows for the periods then ended (subjectindicated therein, in the case of except any unaudited statements, Parent Financial Statements are subject to normal and recurring year-end audit adjustments). Except as, and to the extent, set forth in the Parent SEC Reports, Parent and its Subsidiaries do adjustments which are not have any liability or obligation of any nature (whether accrued, absolute, contingent or otherwise) other than liabilities and obligations which would not, individually or material in the aggregate, reasonably be expected to have a Parent Material Adverse Effect.

Parent SEC Reports. Parent has Except for the financial statements required to be filed in connection with the Form 8K filed with the SECSecurities Exchange Commission by USXX on April 12, at or prior to 2000, April 27, 2000 and July 20, 2000, since June 1, 1999, the time dueParent has timely filed all registration statements, and has heretofore made available to the Company true and complete copies ofprospectuses, all forms, reports, schedules, statements reports and other documents required to be filed by it with the SEC by Parent since January 1, 1997 Securities Exchange Commission under the 1933 Act or the 1934 Act (together with all information incorporated therein by referencecollectively, the "Parent SEC Reports"). As The Parent SEC Reports (i) as of their respective dates, the Parent SEC Reports were prepared in accordance with, and complied as to form in all material respects with with, the requirements of the Securities 1933 Act or the Exchange 1934 Act, as the case may be, and the applicable rules and regulations of the SEC promulgated thereunder applicable to such Parent SEC Reportsthereunder, and none of the Parent SEC Reports (ii) did not, at the time they were filed contained filed, contain any untrue statement of a material fact or omitted omit to state a material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading. The financial statements No subsidiary of Parent is subject to the periodic reporting requirements of the 1934 Act. Each of the consolidated balance sheets (including the related notes) of Parent included in the Parent SEC Reports comply as to form presents fairly, in all material respects with applicable accounting requirements and the published rules and regulations of the SEC with respect theretorespects, have been prepared in accordance with GAAP in all material respects and fairly present in all material respects the consolidated financial position of Parent and its consolidated Subsidiaries subsidiaries as of its date, and each of the dates thereof and their consolidated other related statements (including the related notes) included in the Parent SEC Reports presents fairly, in all material respects, the results of operations and operations, cash flows and changes in shareholders' equity of Parent and its subsidiaries as of its date and for the respective periods then ended (set forth therein, all in conformity with GAAP consistently applied during the periods involved, except as otherwise noted therein and subject, in the case of the unaudited interim financial statements, to normal and recurring year-end audit adjustments). Except as, and to To the extent, set forth in the extent any such Parent SEC ReportsReports were not timely filed, Parent and its Subsidiaries do such failure is not have any liability or obligation of any nature (whether accrued, absolute, contingent or otherwise) other than liabilities and obligations which would not, reasonably likely to individually or in the aggregate, reasonably be expected to aggregate have a Parent Material Adverse Effectmaterial adverse effect on such the Parent's business, assets, properties, liabilities or financial condition or its ability timely to perform its respective obligations hereunder or to consummate the transactions contemplated hereby.

Parent SEC Reports. (a) Parent has timely filed with all required registration statements (including the SEC, at or prior to the time due, and has heretofore made available to the Company true and complete copies of, all formsregistration statement on Form S-1 (File No. 333-145759)), reports, schedules, forms, statements and other documents required to be filed by it with the SEC by Parent since January 1, 1997 2008 (together with collectively, as they have been amended since the time of their filing and including all information incorporated therein by referenceexhibits thereto, the "“Parent SEC Reports"”). As of their respective dates, the Parent SEC Reports complied in all material respects with the requirements None of the Securities Act or the Exchange Act, as the case may be, and the rules and regulations of the SEC promulgated thereunder applicable to such Parent SEC Reports, and none as of their respective dates (or if amended or superseded by a filing prior to the Parent SEC Reports at date of this Agreement or the time they were filed Closing Date, then on the date of such filing), contained any untrue statement of a material fact or omitted to state a material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading. The audited financial statements and unaudited interim financial statements, if any, (including including, in each case, the related notesnotes and schedules, if any, thereto) of Parent included in the Parent SEC Reports comply complied as to form in all material respects with applicable accounting requirements and the published rules and regulations of the SEC with respect thereto, have been were prepared in accordance with GAAP applied on a consistent basis during the periods involved (except as may be indicated therein or in all material respects the notes thereto and except with respect to unaudited statements as permitted by Form 10-Q of the SEC) and fairly present in all material respects the consolidated financial position of Parent and its consolidated Subsidiaries as of the dates thereof and their consolidated results of operations and cash flows for the periods then ended (subject, in the case of the unaudited statementsinterim financial statements included therein, to normal and recurring year-end audit adjustments). Except as, adjustments and to the extent, set forth absence of 32 complete footnotes) in all material respects the financial position of Parent SEC Reports, Parent as of the respective dates thereof and its Subsidiaries do not have any liability or obligation the results of any nature (whether accrued, absolute, contingent or otherwise) other than liabilities their operations and obligations which would not, individually or in cash flows for the aggregate, reasonably be expected to have a Parent Material Adverse Effectrespective periods then ended.