Common use of Parent SEC Reports Clause in Contracts

Parent SEC Reports. (a) Parent has filed with the SEC each form, registration statement, report, schedule, proxy or information statement and other document (including exhibits and amendments thereto), required to be filed by it with the SEC since January 1, 2003 under the Securities Act or the Exchange Act (collectively, the “Parent SEC Reports”). Except as set forth in Section 5.5(a) of the Parent Disclosure Letter, as of the respective dates the Parent SEC Reports were filed or, if any 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.

Parent SEC Reports. (a) Parent has filed with the SEC each form, registration statement, report, schedule, proxy or information statement and other document (including exhibits and amendments thereto), required to be filed by it with the SEC since January 1, 2003 under the Securities Act or the Exchange Act (collectively, the “Parent SEC Reports”). Except as set forth in Section 5.5(a) of the Parent Disclosure Letter, as As of the respective dates the Parent SEC Reports were filed or, if any 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.

Parent SEC Reports. (a) Parent has filed with the SEC each formor furnished all forms, registration statement, report, schedule, proxy or information statement documents and other document (including exhibits and amendments thereto), reports required to be filed by it with or furnished to the SEC since January 1, 2003 under by Parent or any of its Subsidiaries pursuant to the Securities Act or the Exchange Act on or after November 2, 2009 (collectively, the “Parent SEC Reports”). Except as set forth in Section 5.5(a) of the Parent Disclosure Letter, as of the respective dates the Parent SEC Reports were filed or, if any Parent SEC Reports were amended, as of the date No such amendment was filed, each Parent SEC Report, including any financial at the time filed or furnished (and, in the case of registration statements or schedules included thereinand proxy statements, (a) complied in all material respects with all applicable requirements on the dates of effectiveness and the dates of the Securities Act and the Exchange Actrelevant meetings, as the case may berespectively), and the applicable rules and regulations promulgated thereunder, and (b) did not contain contained any untrue statement of a material fact or omit omitted to state a any material fact required to be stated therein or necessary in order to make the statements made therein, in light of the circumstances under in which they were made, not materially misleading. No event since , except that information as of a later date (but before the date of the last this Agreement) shall be deemed to modify information as of an earlier date. As of their respective dates, all Parent SEC Report Reports complied as to form in all material respects with the published rules and regulations of the SEC with respect thereto. No executive officer of Parent has occurred that would require Parent failed in any respect to file a Current Report on Form 8make the certifications required of him or her under Section 302 or 906 of the Xxxxxxxx-K other than the execution of this AgreementXxxxx Act.

Parent SEC Reports. (a) Parent has filed with the SEC each formall required registration statements, registration statementprospectuses, reportreports, scheduleschedules, proxy or information statement forms, statements, and other document documents (including exhibits and amendments thereto), all other information incorporated by reference) required to be filed by it with the SEC since January 1, 2003 under 2013. All such required registration statements, prospectuses, reports, schedules, forms, statements, and other documents (including those that Parent may file subsequent to the Securities Act or date of this Agreement until the Exchange Act (collectively, Closing) are referred to herein as the “Parent SEC Reports”). Except as set forth in Section 5.5(a) .” As of the Parent Disclosure Lettertheir respective dates, as of the respective dates the Parent SEC Reports were filed or, if any 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) were prepared in accordance and complied in all material respects with all applicable the requirements of the Securities Act and the Exchange Act, as the case may be, and the Laws applicable rules and regulations promulgated thereunder, to such Parent SEC Reports; and (b) did not at the time they were filed (or if amended or superseded by a filing prior to the date of this Agreement, then on the date of such filing) 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 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 documents with the execution of this AgreementSEC.

Parent SEC Reports. (a) Parent has filed with made available to the SEC Company (i) Parent's Annual Reports on Form 10-K, Quarterly Reports on Form 10-Q and Current Reports on Form 8-K, (ii) proxy statements relating to Parent's meetings of shareholders and (iii) all other reports or registration statements, each formas amended or supplemented prior to the date hereof, registration statement, report, schedule, proxy or information statement and other document (including exhibits and amendments thereto), required to be filed by it Parent with the SEC since January 1, 2003 under 1995 (items (i) through (iii), as amended or supplemented as described above, including all disclosures incorporated therein by reference, being referred to as the Securities Act or the Exchange Act (collectively, the “"Parent SEC Reports”"). Except as set forth in Section 5.5(a) As of the Parent Disclosure Lettertheir respective dates, as of the respective dates the Parent SEC Reports were filed or, if any 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 Since January 1, 1995, Parent has timely filed all forms, reports and documents with the date SEC required to be filed by it pursuant to the federal securities laws and the SEC's rules and regulations thereunder, each of which Parent SEC Reports complied as to form, at the time such form, report or document was filed, in all material respects with the applicable requirements of the last Parent SEC Report has occurred that would require Parent to file a Current Report on Form 8-K other than Securities Act and the execution of this AgreementExchange Act and the applicable rules and regulations thereunder.

Parent SEC Reports. (a) Parent has filed with the SEC, and has heretofore made available (provided that all documents filed by Parent electronically with the SEC and publicly available prior to the date hereof shall be deemed available) to the Company true and complete copies of, each form, registration statement, report, schedule, proxy or information statement and other document (including exhibits and amendments thereto), ) required to be filed by it with the SEC since January 1, 2003 2002 under the Securities Act or the Exchange Act (collectively, the “Parent SEC Reports”). Except as set forth in Section 5.5(a) As of the Parent Disclosure Lettertheir respective dates, as of the respective dates the such Parent SEC Reports were filed or, if any 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.

Parent SEC Reports. (a) Parent has filed with the SEC SEC, and has heretofore made available to the Companies true and complete copies of, each form, registration statement, report, schedule, proxy or information statement and other document (including exhibits and amendments thereto), required including without limitation its annual reports to stockholders, to be filed by it with the SEC since January 1, 2003 1996 under the Securities Act or the Exchange Act (collectively, the “"Parent SEC Reports”"). Except as set forth in Section 5.5(a) of the Parent Disclosure Letter, as As of the respective dates the such Parent SEC Reports were filed or, if any such Parent SEC Reports were amended, as of the date such amendment was filed, each of the Parent SEC ReportReports, including without limitation 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.

Parent SEC Reports. (a) Parent has filed with the SEC each form, registration statement, report, schedule, proxy or information statement and other document (including exhibits and amendments thereto), required to be filed by it with the SEC since January 1November 8, 2003 2002 under the Securities Act or the Exchange Act (collectively, the “"Parent SEC Reports”"). Except as set forth in Section 5.5(a) of the Parent Disclosure Letter, as As of the respective dates the 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.