Common use of Parent SEC Reports Clause in Contracts

Parent SEC Reports. (a) Parent and its Subsidiaries have filed each report and definitive proxy statement (together with all amendments thereof and supplements thereto) required to be filed by Parent or any of its Subsidiaries pursuant to the Exchange Act with the SEC since January 1, 2014 (as such documents have since the time of their filing been amended or supplemented, the “Parent SEC Reports”). As of their respective dates, after giving effect to any amendments or supplements thereto filed prior to the date hereof, the Parent SEC Reports (i) complied as to form in all material respects with the requirements of the Exchange Act, and (ii) did not contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading. (b) The audited consolidated financial statements and unaudited interim consolidated financial statements (including, in each case, the notes, if any, thereto) included in the Parent SEC Reports complied as to form in all material respects with the published rules and regulations of the SEC with 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 normal 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.

Parent SEC Reports. (a) Parent has filed with the SEC, at or prior to the time due, and its Subsidiaries have has heretofore made available to the Company true and complete copies of, all forms, reports, schedules, statements and other documents required to be filed each report and definitive proxy statement with the SEC by Parent since January 1, 1997 (together with all amendments thereof and supplements thereto) required to be filed information incorporated therein by Parent or any of its Subsidiaries pursuant to the Exchange Act with the SEC since January 1, 2014 (as such documents have since the time of their filing been amended or supplementedreference, the “"Parent SEC Reports”"). As of their respective dates, after giving effect to any amendments or supplements thereto filed prior to the date hereof, the Parent SEC Reports (i) complied as to form in all material respects with the requirements of the Securities Act or the Exchange Act, as the case may be, and (ii) did not contain 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 omit omitted to state a material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading. (b) . The audited consolidated financial statements and unaudited interim consolidated financial statements (including, in each case, including the related notes, if any, thereto) of Parent included in the Parent SEC Reports complied comply as to form in all material respects with applicable accounting requirements and the published rules and regulations of the SEC with respect thereto, were have been 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) all material respects and fairly present (subject, in the case of the unaudited interim financial statements included therein, to normal 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 their consolidated results of their operations and cash flows for the respective periods then endedended (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. (a) Parent and its Subsidiaries have filed each report and definitive proxy statement (together with all amendments thereof and supplements thereto) required to be filed by Parent or any of its Subsidiaries pursuant to the Exchange Act with the SEC since January 1December 31, 2014 2018 (as such documents have since the time of their filing been amended or supplemented, the “Parent SEC Reports”). As of their respective dates, after giving effect to any amendments or supplements thereto filed prior to the date hereof, the Parent SEC Reports (i) complied as to form in all material respects with the requirements of the Exchange Act, and (ii) did not contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading. To the Knowledge of Parent, there are no material unresolved comments received from the SEC staff with respect to the Parent SEC Reports on or prior to the date hereof. To the Knowledge of Parent, none of the Parent SEC Reports filed on or prior to the date hereof is subject to ongoing SEC review or investigation. (b) The audited consolidated financial statements and unaudited interim consolidated financial statements (including, in each case, the notes, if any, thereto) included in the Parent SEC Reports complied as to form in all material respects with the published rules and regulations of the SEC with 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 normal 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 endedended (subject, in the case of the unaudited interim financial statements included therein, to normal year-end adjustments and the absence of complete footnotes). (c) Neither Parent nor any of its Subsidiaries is a party to, or has any commitment to become a party to, any joint venture, off-balance sheet partnership or any similar Contract (including any Contract relating to any transaction or relationship between or among Parent and any of its Subsidiaries, on the one hand, and any unconsolidated Affiliate, including any structured finance, special purpose or limited purpose entity, on the other hand, or any “off-balance sheet arrangement” (as defined in Item 303(a) of Regulation S-K promulgated by the SEC)), where the result, purpose or intended effect of such Contract is to avoid disclosure of any material transaction involving, or material liabilities of, Parent or any of its Subsidiaries in the Parent SEC Reports.

Parent SEC Reports. Parent has timely filed with or furnished to the SEC all reports, schedules, forms, statements, and other documents (a) Parent including exhibits and its Subsidiaries have filed each report and definitive proxy statement (together with all amendments thereof and supplements theretoother information incorporated therein) required to be filed or furnished by Parent or any of its Subsidiaries pursuant to the Exchange Act with the SEC it since January 1, 2014 2017 (as all such documents have since the time of their filing been amended or supplementeddocuments, collectively, the “Parent SEC ReportsDocuments”). As of their respective dates, after giving effect to any amendments or supplements thereto filed prior to the date hereof, the The Parent SEC Reports Documents, including any audited or unaudited financial statements and any notes thereto or schedules included therein (i) complied as to form in all material respects with the requirements of “Parent Financial Statements”), at the Exchange Act, and time filed or furnished (iia) did not contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary in order to make the statements therein, therein (in the light of the circumstances under which they were made, ) not misleading. , (b) The audited consolidated financial statements complied in all material respects with the applicable requirements of the Exchange Act and unaudited interim consolidated financial statements the Securities Act, as applicable, (including, in each case, the notes, if any, theretoc) included in the Parent SEC Reports 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, (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 therein or in the notes thereto and except with respect 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 statements, as permitted by Form 10-Q of the SEC) and fairly present (subject, in the case of the unaudited interim financial statements included thereinstatements, to normal year-end adjustments which are not material in the aggregate, and (e) in the absence case of complete footnotes) 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 respective dates thereof and the consolidated results of their operations and cash flows for the respective periods then endedindicated therein, except any unaudited Parent Financial Statements are subject to normal year-end adjustments which are not material in the aggregate.

Parent SEC Reports. (a) Parent has filed with or otherwise furnished to the SEC, the Israeli Securities Authority and its Subsidiaries have filed each report the Tel-Aviv Stock Exchange, all material forms, reports, schedules, statements and definitive proxy statement (together with all amendments thereof and supplements thereto) other documents required to be filed or furnished by Parent or any of its Subsidiaries pursuant to it under the Securities Act, the Exchange Act with or the SEC Israeli Securities Law since January 1December 31, 2014 2005 (such documents, as such documents have supplemented or amended since the time of their filing been amended or supplementedfiling, and together with all information incorporated by reference therein, the “Parent SEC Reports”). As of their respective dates, after giving effect to any amendments or supplements thereto filed prior to the date hereof, the Parent SEC Reports Reports, including any financial statements or schedules included or incorporated by reference therein, at the time filed (or, if amended, as of the date of such amendment) (i) complied as to form in all material respects with the applicable requirements of the Securities Act, the Exchange ActAct and the Israeli Securities Law, and the rules and regulations promulgated thereunder applicable to such Parent SEC Reports, and (ii) did not contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading. (b) The audited consolidated financial statements and included in the Parent’s annual report on Form 20-F for the year ended December 31, 2007, the unaudited interim consolidated financial statements (includingfor the year ended December 31, in each case, 2008 filed by Parent on Form 6-K and the notes, if any, thereto) other financial statements included in the Parent SEC Reports complied as to form fairly present, in all material respects with the published rules and regulations of the SEC with respect theretorespects, 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 normal 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 their consolidated cash flows for the respective periods then endedset 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). (c) There is no material liabilities or obligations of Parent or any of its Subsidiaries (whether accrued, contingent, absolute, determined or determinable) that would, in accordance with GAAP be required to be disclosed on a balance sheet other than: (i) liabilities or obligations disclosed or provided for in the audited consolidated balance sheet of the Company as of December 31, 2008 or disclosed in the notes thereto (the “Parent Current Balance Sheet”); (ii) liabilities or obligations incurred after December 31, 2008 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; (iv) liabilities under any agreement, lease, note, mortgage, indenture or other obligation of Parent or any of its Subsidiaries; and (v) other liabilities or obligations which would not, either individually or in the aggregate, have a Parent Material Adverse Effect.

Parent SEC Reports. (a) Parent and its Subsidiaries have filed each report and definitive proxy statement (together with all amendments thereof and supplements thereto) required to be filed by Parent or any of its Subsidiaries pursuant to the Exchange Act with the SEC since January 1, 2014 2011 (as such documents have since the time of their filing been amended or supplemented, the “Parent SEC Reports”). As of their respective dates, after giving effect to any amendments or supplements thereto filed prior to the date hereof, the Parent SEC Reports (i) complied as to form in all material respects with the requirements of the Exchange Act, and (ii) did not contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading. (b) The audited consolidated financial statements and unaudited interim consolidated financial statements (including, in each case, the notes, if any, thereto) included in the Parent SEC Reports complied as to form in all material respects with the published rules and regulations of the SEC with 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 normal 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.

Parent SEC Reports. (ai) Parent has filed all required material forms, reports, schedules, statements and its Subsidiaries have filed each report other documents (including exhibits and definitive proxy statement (together with all amendments thereof and supplements theretoother information incorporated therein) required to be filed by Parent or any of its Subsidiaries pursuant to the Exchange Act with the SEC since January 1December 31, 2014 2001 (as such documents have since the time of their filing been amended or supplementedcollectively, the “Parent "PARENT SEC Reports”REPORTS"). As of their respective dates, after giving effect to any amendments or supplements thereto filed prior to or, if amended, as of the date hereofof the last such amendment, the each Parent SEC Reports Report, (ia) complied as to form in all material respects with the applicable requirements of the Securities Act, the Securities Exchange Act, and the rules and regulations thereunder applicable to such Parent SEC Reports and (iib) did not, and in the case of such forms, reports, schedules, statements and other documents filed after the date hereof will not as of the time they are filed, contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary in order to make the statements made therein, in the light of the circumstances under which they were made, not misleading. (b) The audited . Each of the consolidated financial statements and unaudited interim consolidated financial statements (including, in each case, the notes, if any, thereto) included in or incorporated by reference into the Parent SEC Reports complied as to form (including the related notes and schedules) were, and in all material respects the case of such consolidated financial statements filed after the date hereof will be, prepared materially in accordance with the published rules and regulations of the SEC with respect theretoSEC, 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 presents (subject, in the case of the unaudited interim financial statements included therein, as to normal year-end adjustments and the absence of complete footnotessuch previously filed items) in all material respects the consolidated financial position of Parent and its consolidated Subsidiaries as of the respective dates thereof its date, and each of the consolidated statements of operations, stockholders' equity and 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 their operations and cash flows flows, as the case may be, of Parent and its Subsidiaries for the respective periods then endedset 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 year-end audit adjustments and the absence of footnotes). (ii) As of the Closing Date, (x) there is no investigation by the SEC pending or threatened with respect to any Parent SEC Report, (y) none of the Parent SEC Reports are the subject of open, unresolved comments from the SEC, and (z) to the knowledge of Parent, there is no material unresolved violation of the Securities Exchange Act or the published rules and regulations of the SEC asserted by the SEC with respect to the Parent SEC Reports.

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 all required forms, reports, schedules, statements and other documents (aincluding exhibits and other information incorporated therein) Parent and its Subsidiaries have filed each report and definitive proxy statement (together with all amendments thereof and supplements thereto) required to be filed by Parent or any of its Subsidiaries pursuant to the Exchange Act with the SEC since January 1June 9, 2014 2004 through the date hereof (as such documents have since the time of their filing been amended or supplementedcollectively, the “Parent Electro Energy SEC Reports”). As of their respective dates, after giving effect to any amendments or supplements thereto filed prior to or, if amended, as of the date hereofof the last such amendment, the Parent each Electro Energy SEC Reports Report, (ia) complied as to form in all material respects with the applicable requirements of the Securities Act, the Exchange Act, and the rules and regulations thereunder applicable to such Electro Energy SEC Reports and (iib) did not contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary in order to make the statements made therein, in the light of the circumstances under which they were made, not misleading. (b) The audited . Each of the consolidated financial statements and unaudited interim consolidated financial statements (including, in each case, the notes, if any, thereto) balance sheets included in or incorporated by reference into the Parent Electro Energy SEC Reports complied as to form in all material respects with (including the published rules related notes and regulations of the SEC with 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 SECschedules) and fairly present (subject, in the case of the unaudited interim financial statements included therein, to normal year-end adjustments and the absence of complete footnotes) presents in all material respects the consolidated financial position of Parent and its consolidated Subsidiaries as of the respective dates thereof its date, and each of the consolidated statements of operations, stockholders’ equity and 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 their operations and cash flows flows, as the case may be, of Parent and its Subsidiaries for the respective periods then endedset forth therein (subject, in the case of unaudited statements, to normal year-end audit adjustments and the absence of footnotes), in each case in accordance with GAAP consistently applied during the periods involved, except as may be noted therein. There is no investigation by the SEC threatened or pending, or, to the knowledge of the Buyer, contemplated with respect to any Electro Energy SEC Reports, including, without limitation, revenue recognition thereunder or any of Parent’s officers, directors or principal stockholders.

Parent SEC Reports. (a) Parent has filed with the SEC true and its Subsidiaries have filed each report complete copies of all reports, schedules, forms and definitive proxy statement (together with all amendments thereof and supplements thereto) statements required to be filed by Parent or any of its Subsidiaries pursuant to the Exchange Act with the SEC since January 1July 22, 2014 2021 (as such documents have since the time of their filing been amended or supplemented, the “Parent SEC ReportsFilings”). As , each of their respective dates, after giving effect to any amendments or supplements thereto filed prior to the date hereof, the Parent SEC Reports (i) which has complied as to form in all material respects with the requirements Exchange Act and the rules and regulations promulgated thereunder, as in effect on the date so filed, except to the extent updated, amended, restated or corrected by a subsequent SEC Filing filed or furnished to the SEC by Parent and in either case, publicly available as of the Exchange Actdate hereof. None of the SEC Filings (including, and (iiany financial statements or schedules included or incorporated by reference therein) did not contain contained when filed any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading, except to the extent updated, amended, restated or corrected by a subsequent SEC Filing. (b) The audited consolidated Except to the extent updated, amended, restated or corrected by a subsequent SEC Filing filed on or prior to the date hereof, all of Parent’s financial statements and unaudited interim consolidated financial statements (includingincluded in the SEC Filings, in each case, the notesincluding any related notes thereto, if any, thereto) included in the Parent SEC Reports complied as to form in all material respects filed with the published rules and regulations of SEC (those filed with the SEC with respect theretoare collectively referred to as the “Parent Financial Statements”), were have been prepared in accordance with GAAP IFRS applied on a consistent basis during through the periods involved involved. The consolidated statements of financial position included in such Parent Financial Statements (except if applicable, as may be indicated therein updated, amended, restated or corrected in the notes thereto and except with respect to unaudited statements as permitted by Form 10-Q of the SECa subsequent SEC Filing) and fairly present (subjectpresent, in the case of the unaudited interim financial statements included therein, to normal year-end adjustments and the absence of complete footnotes) in all material respects respects, the consolidated financial position of Parent and its consolidated Subsidiaries as of subsidiaries at the respective dates thereof thereof, and the consolidated results statements of their operations comprehensive (loss) and income, changes in equity and cash flows (in each case, including the related notes) included in such Parent Financial Statements (if applicable, as updated, amended, restated or corrected in a subsequent SEC Filing) fairly present, in all material respects, the consolidated statements of operations, stockholders' equity and cash flows of Parent and its consolidated subsidiaries for the respective periods then endedindicated.

Parent SEC Reports. (a) Parent has timely filed all required registration statements (including the registration statement on Form S-1 (File No. 333-145759)), reports, schedules, forms, statements and its Subsidiaries have filed each report and definitive proxy statement (together with all amendments thereof and supplements thereto) other documents required to be filed by Parent or any of its Subsidiaries pursuant to the Exchange Act it with the SEC since January 1, 2014 2008 (collectively, as such documents they have been amended since the time of their filing been amended or supplementedand including all exhibits thereto, the “Parent SEC Reports”). As None of the Parent SEC Reports, as of their respective dates, after giving effect to any amendments dates (or supplements thereto filed if amended or superseded by a filing prior to the date hereofof this Agreement or the Closing Date, then on the Parent SEC Reports (i) complied as to form in all material respects with the requirements date of the Exchange Actsuch filing), and (ii) did not contain contained any untrue statement of a material fact or omit omitted to state a material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading. (b) . The audited consolidated financial statements and unaudited interim consolidated financial statements statements, if any, (including, in each case, the notesnotes and schedules, if any, thereto) included in the Parent SEC Reports complied as to form in all material respects with the published rules and regulations of the SEC with 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 normal year-end adjustments and the absence of 32 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. (b) The information in the Proxy Statement (other than information relating to the Company supplied by the Company for inclusion in the Proxy Statement) will not, as of the date of its distribution to the Parent Stockholders (or any amendment or supplement thereto) or at the time of the Parent Stockholders’ Meeting, contain any statement which, at such time and in light of the circumstances under which it is made, is false or misleading with respect to any material fact, or omits to state any material fact required to be stated therein or necessary in order to make the statement therein not false or misleading.

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 all required forms, reports, schedules, statements and other documents (aincluding exhibits and other information incorporated therein) Parent and its Subsidiaries have filed each report and definitive proxy statement (together with all amendments thereof and supplements thereto) required to be filed by Parent or any of its Subsidiaries pursuant to the Exchange Act with the SEC since January 1June 9, 2014 2004 through the date hereof (as such documents have since the time of their filing been amended or supplementedcollectively, the “Parent "Electro Energy SEC Reports”"). As of their respective dates, after giving effect to any amendments or supplements thereto filed prior to or, if amended, as of the date hereofof the last such amendment, the Parent each Electro Energy SEC Reports Report, (ia) complied as to form in all material respects with the applicable requirements of the Securities Act, the Exchange Act, and the rules and regulations thereunder applicable to such Electro Energy SEC Reports and (iib) did not contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary in order to make the statements made therein, in the light of the circumstances under which they were made, not misleading. (b) The audited . Each of the consolidated financial statements and unaudited interim consolidated financial statements (including, in each case, the notes, if any, thereto) balance sheets included in or incorporated by reference into the Parent Electro Energy SEC Reports complied as to form in all material respects with (including the published rules related notes and regulations of the SEC with 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 SECschedules) and fairly present (subject, in the case of the unaudited interim financial statements included therein, to normal year-end adjustments and the absence of complete footnotes) presents in all material respects the consolidated financial position of Parent and its consolidated Subsidiaries as of the respective dates thereof its date, and each of the consolidated statements of operations, stockholders' equity and 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 their operations and cash flows flows, as the case may be, of Parent and its Subsidiaries for the respective periods then endedset forth therein (subject, in the case of unaudited statements, to normal year-end audit adjustments and the absence of footnotes), in each case in accordance with GAAP consistently applied during the periods involved, except as may be noted therein. There is no investigation by the SEC threatened or pending, or, to the knowledge of the Buyer, contemplated with respect to any Electro Energy SEC Reports, including, without limitation, revenue recognition thereunder or any of Parent's officers, directors or principal stockholders.

Parent SEC Reports. (ai) Parent has filed all required material forms, reports, schedules, statements and its Subsidiaries have filed each report other documents (including exhibits and definitive proxy statement (together with all amendments thereof and supplements theretoother information incorporated therein) required to be filed by Parent or any of its Subsidiaries pursuant to the Exchange Act with the SEC since January 1December 31, 2014 2002 (as such documents have since the time of their filing been amended or supplementedcollectively, the “Parent SEC Reports”). As of their respective dates, after giving effect to any amendments or supplements thereto filed prior to or, if amended, as of the date hereofof the last such amendment, the each Parent SEC Reports Report, (ia) complied as to form in all material respects with the applicable requirements of the Securities Act, the Securities Exchange Act, and the rules and regulations thereunder applicable to such Parent SEC Reports and (iib) did not, and in the case of such forms, reports, schedules, statements and other documents filed after the date hereof will not as of the time they are filed, contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary in order to make the statements made therein, in the light of the circumstances under which they were made, not misleading. (b) The audited . Each of the consolidated financial statements and unaudited interim consolidated financial statements (including, in each case, the notes, if any, thereto) included in or incorporated by reference into the Parent SEC Reports complied as to form (including the related notes and schedules) were, and in all material respects the case of such consolidated financial statements filed after the date hereof will be, prepared materially in accordance with the published rules and regulations of the SEC with respect theretoSEC, 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 presents (subject, in the case of the unaudited interim financial statements included therein, as to normal year-end adjustments and the absence of complete footnotessuch previously filed items) in all material respects the consolidated financial position of Parent and its consolidated Subsidiaries as of the respective dates thereof its date, and each of the consolidated statements of operations, stockholders’ equity and 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 their operations and cash flows flows, as the case may be, of Parent and its Subsidiaries for the respective periods then endedset 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 year-end audit adjustments and the absence of footnotes). (ii) As of the Closing Date, (x) there is no investigation by the SEC pending or threatened with respect to any Parent SEC Report, (y) none of the Parent SEC Reports are the subject of open, unresolved comments from the SEC, and (z) to the knowledge of Parent, there is no material unresolved violation of the Securities Exchange Act or the published rules and regulations of the SEC asserted by the SEC with respect to the Parent SEC Reports.

Parent SEC Reports. (a) Parent has timely filed or furnished all required material reports, forms, schedules, registration statements, and its Subsidiaries have filed each report and definitive proxy statement (together with all amendments thereof and supplements thereto) required to be filed by Parent or any of its Subsidiaries pursuant to the Exchange Act other documents with the SEC since January 1, 2014 that it has been required to file or furnish by applicable Laws during the Lookback Period (as such documents have since the time of their filing been amended or supplemented, the “Parent SEC Reports”). As of their respective datesdates of filing with the SEC (or, after giving effect to any amendments if amended or supplements thereto filed superseded by a subsequent filing prior to the Agreement Date, as of the date hereofof such subsequent filing), the Parent SEC Reports (i) complied as to form in all material respects with the requirements of the Securities Act or the Exchange Act, as the case may be, and (ii) did not contain the rules and regulations of the SEC thereunder applicable to such Parent Reports, and none of the Parent Reports when filed with the SEC, or if amended prior to the Agreement Date, as of the date of such amendment, contained any untrue statement of a material fact or omit omitted to state a material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading. (b) The audited consolidated financial statements and unaudited interim consolidated financial statements (including, in each case, the notes, if any, thereto) of Parent included in the Parent Reports (including the related notes, where applicable) complied, as of their respective dates of filing with the SEC Reports complied (or, if amended or superseded by a subsequent filing prior to the Agreement Date, as to form of the date of such subsequent filing), in all material respects respects, with all applicable accounting requirements and with the published rules and regulations of the SEC with respect theretothereto (except, were 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 indicated therein or in the notes thereto and except with respect to unaudited statements as permitted by Form 10-Q of the SEC) disclosed therein), and fairly present (subjectpresent, in the case of the unaudited interim financial statements included therein, to normal year-end adjustments and the absence of complete footnotes) in all material respects respects, the consolidated financial position of Parent and its consolidated Subsidiaries as of the respective dates thereof and the consolidated results of their operations operations, changes in shareholders’ equity and cash flows of such companies as of the dates and for the respective periods then endedshown. (c) Since the filing of Parent’s Quarterly Report on Form 10-Q for the quarter ended September 30, 2021, 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. (a) Except for the financial statements required to be filed in connection with the Form 8K filed with the Securities Exchange Commission by USXX on April 12, 2000, April 27, 2000 and July 20, 2000, since June 1, 1999, the Parent has timely filed all registration statements, prospectuses, forms, reports and its Subsidiaries have filed each report and definitive proxy statement (together with all amendments thereof and supplements thereto) documents required to be filed by Parent or any of its Subsidiaries pursuant to the Exchange Act it with the SEC since January 1, 2014 Securities Exchange Commission under the 1933 Act or the 1934 Act (as such documents have since the time of their filing been amended or supplementedcollectively, the “"Parent SEC Reports”"). As of their respective dates, after giving effect to any amendments or supplements thereto filed prior to the date hereof, the The Parent SEC Reports (i) as of their respective dates, were prepared in accordance with, and complied as to form in all material respects with with, the requirements of the Exchange 1933 Act or the 1934 Act, as the case may be, and the applicable rules and regulations thereunder, and (ii) did not not, at the time they were filed, contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading. . No subsidiary of Parent is subject to the periodic reporting requirements of the 1934 Act. Each of the consolidated balance sheets (b) The audited consolidated financial statements and unaudited interim consolidated financial statements (including, in each case, including the related notes, if any, thereto) included in the Parent SEC Reports complied as to form presents fairly, in all material respects with respects, the published rules consolidated financial position of Parent and regulations its subsidiaries as of its date, and each of the other related statements (including the related notes) included in the Parent SEC with respect theretoReports presents fairly, were prepared in accordance all material respects, the results of operations, cash flows and changes in shareholders' equity of Parent and its subsidiaries as of its date and for the respective periods set forth therein, all in conformity with GAAP consistently applied on a consistent basis during the periods involved (involved, except as may be indicated otherwise noted 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 thereinstatements, to normal year-end adjustments and adjustments. To the absence of complete footnotes) extent any such Parent SEC Reports were not timely filed, such failure is not reasonably likely to individually or in all the aggregate have a material respects adverse effect on such the consolidated Parent's business, assets, properties, liabilities or financial position of Parent and condition or its consolidated Subsidiaries as of ability timely to perform its respective obligations hereunder or to consummate the respective dates thereof and the consolidated results of their operations and cash flows for the respective periods then endedtransactions contemplated hereby.