Common use of Parent SEC Reports Clause in Contracts

Parent SEC Reports. Parent has filed with the SEC, and has heretofore made available to Target true and complete copies of, each form, registration statement, report, schedule, proxy or information statement and other document (including exhibits and amendments thereto), including its Annual Reports to Stockholders incorporated by reference in certain of such reports, filed with the SEC since January 1, 2000 under the Securities Act or the Exchange Act (collectively, the “Parent SEC Reports”). As of the respective dates such Parent SEC Reports were filed or, if any such Parent SEC Reports were amended, as of the date such amendment was filed, each Parent SEC Report, including any financial statements or schedules included therein, (a) complied in all material respects with all applicable requirements of the Securities Act and the Exchange Act, as the case may be, and the applicable rules and regulations promulgated thereunder, and (b) 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. No event since the date of the last Parent SEC Report has occurred that would require Parent to file a Current Report on Form 8-K other than the execution of this Agreement. All documents required to be filed with the SEC have been filed with the SEC. The Chief Executive Officer and Chief Financial Officer of Parent have each provided all certifications in the manner and at the time required under Sections 302 and 906 of the Xxxxxxxx-Xxxxx Act of 2002, and Parent has not become aware of any information or circumstances that could reasonably have caused the statements in those certifications to have been inaccurate or misleading in any respect at the time made.

Parent SEC Reports. Parent has filed all forms, reports and documents with the SEC, and has heretofore made available to Target true and complete copies of, each form, registration statement, report, schedule, proxy or information statement and other document SEC (including exhibits and amendments thereto)other information incorporated therein) that have been required to be filed by it under applicable laws from December 31, 2005 through and including its Annual Reports the date hereof, and Parent will file prior to Stockholders incorporated by reference in certain of such reportsthe Effective Time all forms, filed reports and documents with the SEC since January 1(including exhibits and other information incorporated therein) that are required to be filed by it under applicable laws prior to such time (all such forms, 2000 under reports and documents, together with any other forms, reports or other documents filed by Parent with the Securities Act SEC on or prior to the Exchange Act (collectivelyEffective Time that are not required to be so filed, the “"Parent SEC Reports”"). As of the respective dates such Each Parent SEC Reports were filed orReport complied, if any such Parent SEC Reports were amendedor will comply, as the case may be, as of the date such amendment was filedits filing date, each Parent SEC Report, including any financial statements or schedules included therein, (a) complied as to form in all material respects with all the applicable requirements of the Securities Act and or the Exchange Act, as the case may be, each as in effect on the date such Parent SEC Report was, or will be, filed. 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 Report did not and the applicable rules and regulations promulgated thereunder, and (b) did will not contain any untrue statement of a material fact or omit to state a any material fact required to be stated therein or necessary in order to make the statements made therein, in the light of the circumstances under which they were made, not misleading. No event since the date None of the last Parent SEC Report has occurred that would require Parent Parent's Subsidiaries is required to file a Current Report on Form 8-K any forms, reports or other than the execution of this Agreement. All documents required to be filed with the SEC have been filed with the SEC. The Chief Executive Officer and Chief Financial Officer No executive officer of Parent have each provided all has failed to make the certifications in required of him or her required by Rule 13a-14 or 15d-14 under the manner Exchange Act and at the time required under Sections Section 302 and 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. Neither Parent nor any of 2002its executive officers has received written notice from any Governmental Entity challenging or questioning the accuracy, and completeness, form or manner of filing of such certifications. Parent has heretofore made available to the Company complete and correct copies of all amendments and modifications that have not become aware been filed by Parent with the SEC to all agreements, documents and other instruments that previously had been filed by Parent with the SEC and are currently in effect. Parent has made available to the Company comment letters received by Parent from the SEC or the staff thereof since December 31, 2005 and all responses to such comment letters filed by or on behalf of any information or circumstances that could reasonably have caused the statements in those certifications to have been inaccurate or misleading in any respect at the time madeParent.

Parent SEC Reports. Parent has filed with the SEC, and has heretofore made available to Target true and complete copies ofSeller via XXXXX all forms, each form, registration statement, report, schedule, proxy or information statement reports and other document (including exhibits and amendments thereto), including its Annual Reports to Stockholders incorporated documents publicly filed by reference in certain of such reports, filed Parent with the SEC under the Securities Exchange Act, since January 1, 2000 under 2009. All such forms, reports and other documents (including those that Parent may file after the Securities Act or date hereof and prior to the Exchange Act (collectively, Closing Date) are referred to herein as the “Parent SEC Reports”). As of the respective dates such .” The Parent SEC Reports (i) were or will be filed or, if any such Parent SEC Reports were amended, as of the date such amendment was filed, each Parent SEC Report, including any financial statements or schedules included thereinon a timely basis, (aii) complied comply or will comply, in all material respects respects, with all the applicable requirements of the Securities Exchange Act and the Exchange Act, as the case may be, and the applicable rules and regulations promulgated of the SEC thereunder, and (biii) did not, or will not at the time they were or 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 therein, in the light of the circumstances under which they were made, not misleading. No event since the date of Since the last date on which a Parent SEC Report was filed, there has occurred that would require been no material adverse change in the assets, liabilities, condition (financial or otherwise), operating results, business or prospects of Parent or in the ability of Parent to file a Current Report on Form 8-K other than perform its obligations under this Agreement or that could materially impair or prohibit the execution consummation of the transactions contemplated by this Agreement. All documents required to be filed with the SEC have been filed with the SEC. The Chief Executive Officer and Chief Financial Officer of Parent have each provided all certifications in the manner and at the time required under Sections 302 and 906 of the Xxxxxxxx-Xxxxx Act of 2002, and Parent has not become aware of any information or circumstances that could reasonably have caused the statements in those certifications to have been inaccurate or misleading in any respect at the time made.

Parent SEC Reports. (a) Parent has filed all forms, reports and documents with the SEC, and has heretofore made available to Target true and complete copies of, each form, registration statement, report, schedule, proxy or information statement and other document SEC (including exhibits and amendments thereto)other information incorporated therein) that have been required to be filed by it under applicable laws from December 31, 2005 through and including its Annual Reports the date hereof, and Parent will file prior to Stockholders incorporated by reference in certain of such reportsthe Effective Time all forms, filed reports and documents with the SEC since January 1(including exhibits and other information incorporated therein) that are required to be filed by it under applicable laws prior to such time (all such forms, 2000 under reports and documents, together with any other forms, reports or other documents filed by Parent with the Securities Act SEC on or prior to the Exchange Act (collectivelyEffective Time that are not required to be so filed, the “Parent SEC Reports”). As of the respective dates such Each Parent SEC Reports were filed orReport complied, if any such Parent SEC Reports were amendedor will comply, as the case may be, as of the date such amendment was filedits filing date, each Parent SEC Report, including any financial statements or schedules included therein, (a) complied as to form in all material respects with all the applicable requirements of the Securities Act and or the Exchange Act, as the case may be, each as in effect on the date such Parent SEC Report was, or will be, filed. 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 Report did not and the applicable rules and regulations promulgated thereunder, and (b) did will not contain any untrue statement of a material fact or omit to state a any material fact required to be stated therein or necessary in order to make the statements made therein, in the light of the circumstances under which they were made, not misleading. No event since the date None of the last Parent SEC Report has occurred that would require Parent Parent’s Subsidiaries is required to file a Current Report on Form 8-K any forms, reports or other than the execution of this Agreement. All documents required to be filed with the SEC have been filed with the SEC. The Chief Executive Officer and Chief Financial Officer No executive officer of Parent have each provided all has failed to make the certifications in required of him or her required by Rule 13a-14 or 15d-14 under the manner Exchange Act and at the time required under Sections Section 302 and 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. Neither Parent nor any of 2002its executive officers has received written notice from any Governmental Entity challenging or questioning the accuracy, and completeness, form or manner of filing of such certifications. (b) Parent has heretofore made available to the Company complete and correct copies of all amendments and modifications that have not become aware been filed by Parent with the SEC to all agreements, documents and other instruments that previously had been filed by Parent with the SEC and are currently in effect. Parent has made available to the Company comment letters received by Parent from the SEC or the staff thereof since December 31, 2005 and all responses to such comment letters filed by or on behalf of any information or circumstances that could reasonably have caused the statements in those certifications to have been inaccurate or misleading in any respect at the time madeParent.

Parent SEC Reports. Parent has timely filed with or furnished to the SEC, and has heretofore made available to Target true and complete copies of, each form, registration statement, report, schedule, proxy or information statement and other document (including exhibits and amendments thereto), including its Annual Reports required to Stockholders incorporated be filed or submitted by reference in certain of such reports, filed it with the SEC since January 1, 2000 under or mailed to its shareholders pursuant to the Securities Act or Act, the Exchange Act or rules promulgated thereunder (collectively, the “Parent SEC Reports”). As of the their respective dates such Parent SEC Reports were filed (or, if any such Parent SEC Reports were amended, as of the date such amendment was filed), each Parent SEC Report, including any financial statements or schedules included therein, (a) complied in all material respects with all applicable requirements of the Securities Act and the Exchange Act, as the case may be, and the applicable rules and regulations promulgated thereunder, thereunder and (b) 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. No event since the date of the last Parent SEC Report has occurred that would require Parent to file a Current Report on Form 86-K other than the execution of this Agreement. All documents required to be filed with the SEC have been filed with the SEC. The Chief Executive Officer and Chief Financial Officer of Parent have each provided all certifications in the manner and at the time required under Sections 302 and 906 of the Xxxxxxxx-Xxxxx Act of 2002, and Parent has not become aware of any information or circumstances that could reasonably have caused the statements in those certifications to have been inaccurate or misleading in any respect at the time made.

Parent SEC Reports. (a) The Parent has filed with the SECor otherwise furnished all forms, and has heretofore made available to Target true and complete copies of, each formreports, registration statement, report, schedule, proxy or information statement statements and other document documents (including all exhibits and other information incorporated therein, amendments and supplements thereto), including its Annual Reports ) required to Stockholders incorporated be filed or furnished by reference in certain of such reports, filed it with the SEC since January 1, 2000 under 2015. (b) Each of the Securities Act Parent’s forms, reports, registration statements and other documents filed or furnished by the Exchange Act Parent with the SEC since January 1, 2015 (collectivelysuch forms, reports, registration statements and other documents, whether or not available through XXXXX, are collectively referred to herein as the “Parent SEC Reports”). As of ) and the respective dates such Parent SEC Reports were filed or, if any such Parent SEC Reports were amended, Certifications (i) as of the date such amendment was filedof the filing thereof, each Parent SEC Report, including any financial statements or schedules included therein, (a) complied in all material respects as to form with all applicable the requirements of the Securities Act and 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 applicable rules and regulations promulgated thereunderdate of this Agreement, and (bon the date of such filing) did not contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary in order to make the statements made therein, in the light of the circumstances under which they were made, not misleading. No event since the date Since January 1, 2015 and as of the last Parent SEC Report has occurred that would require Parent to file a Current Report on Form 8-K other than the execution of this Agreement. All documents required to be filed with the SEC have been filed with the SEC. The Chief Executive Officer and Chief Financial Officer Execution Date, no executive officer of Parent have each provided all has failed in any respect to make the certifications in the manner and at the time required of him or her under Sections Section 302 and 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 is the subject of ongoing SEC review. (c) The Parent has not, in 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 listing and corporate governance rules and regulations of the NYSE applicable to it. (d) The Parent has not become aware of any implemented and maintains disclosure controls and procedures (as defined in Rules 13a-15(e) and 15d-15(e) under the Exchange Act), and such controls and procedures are reasonably designed to ensure that (i) all information or circumstances required to be disclosed by the Parent in the reports that could reasonably have caused it files under the statements in those certifications to have been inaccurate or misleading in any respect at Exchange Act is recorded, processed, summarized, and reported within the time madeperiods 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. (f) Since January 1, 2015, (i) there have not been any changes in the Parent’s internal controls over financial reporting that are reasonably likely to materially affect the Parent’s internal controls over financial reporting; (ii) the Parent has disclosed, based on the 29 DB1/ 97944280.20