Common use of Purchaser SEC Documents Clause in Contracts

Purchaser SEC Documents. The Purchaser has filed all reports, schedules, forms, statements and other documents (including exhibits and other information incorporated therein) with the Securities and Exchange Commission (the “SEC”) required to be filed by the Purchaser since January 1, 2002 (the “Purchaser SEC Documents”). As of their respective dates, the Purchaser SEC Documents complied in all material respects with the requirements of the Securities Act of 1933, as amended (the “Securities Act”), or the Securities Exchange Act of 1934, as amended (the “Exchange Act”), as the case may be, and the rules and regulations of the SEC promulgated thereunder applicable to such Purchaser SEC Documents, and none of the Purchaser SEC Documents 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. Except to the extent that information contained in any Purchaser SEC Document has been revised or superseded by a later-filed Purchaser SEC Document, none of the Purchaser SEC Documents contains any untrue statement of a material fact or omits to state any material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 the Purchaser included in the Purchaser SEC Documents complied at the time they were filed 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 generally accepted accounting principles in the United States (“GAAP”) (except, in the case of unaudited statements, as permitted by Form 10-Q and Form 10-QSB of the SEC) applied on a consistent basis during the periods involved (except as may be indicated in the notes thereto) and each fairly presented in all material respects the consolidated financial position of the Purchaser and its consolidated subsidiaries as of the dates thereof and the consolidated results of their operations and cash flows for the periods then ended (subject, in the case of unaudited statements, to normal year-end audit adjustments). Except as disclosed in the Purchaser SEC Documents filed by the Purchaser and publicly available prior to the date of this Agreement (the “Filed Purchaser SEC Documents”), neither the Purchaser nor any of its subsidiaries has any liabilities or obligations of any nature (whether accrued, absolute, contingent or otherwise) which individually or in the aggregate have had or would reasonably be expected to have a material adverse effect on Purchaser. None of the subsidiaries of the Purchaser are, or have at any time since January 1, 2002, been, subject to the reporting requirements of Sections 13(a) and 15(d) of the Exchange Act.

Purchaser SEC Documents. The Purchaser has filed with or furnished to the SEC all forms, reports, schedulesstatements, forms, statements certifications and other documents (including exhibits and other information incorporated therein) with the Securities and Exchange Commission (the “SEC”) required to be filed by it with the Purchaser SEC since January 1, 2002 2020 (collectively, and in each case including all exhibits and schedules thereto and documents incorporated by reference therein, the “Purchaser SEC Documents”). As of their respective dateseffective dates (in the case of Purchaser SEC Documents that are registration statements filed pursuant to the requirements of the Securities Act) and as of their respective SEC filing dates (in the case of all other Purchaser SEC Documents), the Purchaser SEC Documents complied in all material respects with the requirements of the Securities Act of 1933Act, as amended (the “Securities Act”), or the Securities Exchange Act of 1934, as amended amended, (the “Exchange Act”) and the 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 to such Purchaser SEC Documents, and none of the Purchaser SEC Documents as of such respective dates (or, if amended prior to the date of this Agreement, the date of the filing of such amendment, with respect to the disclosures that are amended) 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. Except As of the date of this Agreement, no Subsidiary of Purchaser is subject to the extent that information contained in any Purchaser SEC Document has been revised reporting requirements of Section 13(a) or superseded by a later-filed Purchaser SEC Document, none 15(d) under the Exchange Act. Each of the audited consolidated financial statements and unaudited consolidated financial statements of Purchaser included in Purchaser SEC Documents contains any untrue statement of a material fact or omits to state any 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) notes and schedules), as of the Purchaser included their respective effective dates (in the case of Purchaser SEC Documents that are registration statements filed pursuant to the requirements of the Securities Act) and as of their respective SEC filing dates (in the case of all other Purchaser SEC Documents), complied at the time they were filed as to form in all material respects with all applicable accounting requirements and with the published rules and regulations of the SEC with respect thereto, have been prepared in accordance with generally accepted accounting principles in the United States (“GAAP”) thereto (except, in the case of unaudited statements, as permitted by Quarterly Report Form 10-Q and Form 10-QSB of the SEC) ), were prepared in accordance with GAAP and applicable accounting requirements and published rules and regulations of the SEC consistently applied on a consistent basis during the periods involved (except (i) with respect to financial statements included in Purchaser SEC Documents filed as of the date of this Agreement, as may be indicated in the notes thereto, or (ii) as permitted by the rules and each regulations of the SEC, including Regulation S-X), and fairly presented present in all material respects the consolidated financial position of the Purchaser and its consolidated subsidiaries Subsidiaries as of the dates thereof and the consolidated results statements of their operations operations, changes in stockholders’ equity and cash flows of such companies as of the dates and for the periods then ended (subject, in the case of unaudited statements, to normal year-end audit adjustments). Except as disclosed in the Purchaser SEC Documents filed by the Purchaser and publicly available prior to the date of this Agreement (the “Filed Purchaser SEC Documents”), neither the Purchaser nor any of its subsidiaries has any liabilities or obligations of any nature (whether accrued, absolute, contingent or otherwise) which individually or in the aggregate have had or would reasonably be expected to have a material adverse effect on Purchaser. None of the subsidiaries of the Purchaser are, or have at any time since January 1, 2002, been, subject to the reporting requirements of Sections 13(a) and 15(d) of the Exchange Actshown therein.

Purchaser SEC Documents. The Purchaser has timely filed all reports, schedules, forms, statements and other documents (including exhibits and other information incorporated therein) with the Securities and Exchange Commission (the “SEC”"Commission") all forms, reports, schedules, statements and other documents required to be filed by the Purchaser it since January 1, 2002 1996 under the Exchange Act or the Securities Act (such documents, as supplemented and amended since the “time of filing, collectively, the "Purchaser SEC Documents”"). As of their respective dates, the Purchaser SEC Documents complied in all material respects with the requirements of the Securities Act of 1933, as amended (the “Securities Act”), or the Securities Exchange Act of 1934, as amended (the “Exchange Act”), as the case may be, and the rules and regulations of the SEC promulgated thereunder applicable to such The Purchaser SEC Documents, including, without limitation, any financial statements or schedules included therein, at the time filed (and, in the case of registration statements and none proxy statements, on the dates of effectiveness and the dates of mailing, respectively and, in the case of any Purchaser SEC Documents contained Document amended or superseded by a filing prior to the date of this Agreement, then on the date of such amending or superseding filing) (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, in light of the circumstances under which they were made, not misleading. Except to , and (b) complied in all material respects with the extent that information contained in any Purchaser SEC Document has been revised or superseded by a later-filed Purchaser SEC Document, none applicable requirements of the Purchaser SEC Documents contains any untrue statement Securities Exchange Act of a material fact or omits to state any material fact required to be stated therein or necessary in order to make 1934 (together with the statements thereinrules and regulations thereunder, in light of the circumstances under which they were made"Exchange Act") and the Securities Act, not misleadingas the case may be. The financial statements (including the related notes) of the Purchaser included in the Purchaser SEC Documents complied at the time they were filed (and, in the case of registration statements and proxy statements, on the dates of effectiveness and the dates of mailing, respectively, and, in the case of any Purchaser SEC Document amended or superseded by a filing prior to the date of this Agreement, then on the date of such amending or superseding filing) complied as to form in all material respects with applicable accounting requirements and with the published rules and regulations of the SEC Commission with respect thereto, have been were prepared in accordance with generally accepted accounting principles in the United States (“GAAP”) (except, in the case of unaudited statements, as permitted by Form 10-Q and Form 10-QSB of the SEC) applied on a consistent basis during the periods involved (except as may be indicated in the notes theretothereto or, in the case of unaudited statements, as permitted by Form 10-Q of the Commission), and fairly present (subject, in the case of unaudited statements, to normal, recurring audit adjustments) and each fairly presented in all material respects the consolidated financial position of the Purchaser and its consolidated subsidiaries as of at the dates thereof and the consolidated results of their operations and cash flows for the periods then ended (subject, in the case ended. No subsidiary of unaudited statements, to normal year-end audit adjustments). Except as disclosed in the Purchaser SEC Documents filed by the Purchaser and publicly available prior to the date of this Agreement (the “Filed Purchaser SEC Documents”), neither the Purchaser nor any of its subsidiaries has any liabilities or obligations of any nature (whether accrued, absolute, contingent or otherwise) which individually or in the aggregate have had or would reasonably be expected to have a material adverse effect on Purchaser. None of the subsidiaries of the Purchaser are, or have at any time since January 1, 2002, been, is subject to the periodic reporting requirements of Sections 13(a) and 15(d) of the Exchange ActAct or required to file any form, report or other document with the Commission, the NYSE, any other stock exchange or any other comparable Governmental Authority.

Purchaser SEC Documents. The Purchaser has filed with the SEC all forms, reports, schedules, formsstatements, statements exhibits and other documents (including exhibits and other information incorporated therein) with the Securities and Exchange Commission (the “SEC”) required to be filed by under the Purchaser since January 1Exchange Act or the Securities Act (collectively, 2002 (the “Purchaser SEC Documents”). As of their respective datesits filing date or, if amended, as of the date of the last such amendment, each Purchaser SEC Documents Document fully complied in all material respects with the applicable requirements of the Securities Exchange Act of 1933, as amended (and the “Securities Act”), or the Securities Exchange Act of 1934, as amended (the “Exchange Act”), as the case may be, and the applicable rules and regulations of the SEC promulgated thereunder applicable to thereunder. As of its filing date or, if amended, as of the date of the last such amendment, each Table of Contents Purchaser SEC Documents, and none of Document filed pursuant to the Purchaser SEC Documents contained Exchange Act 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. Except to the extent that information contained in any Each Purchaser SEC Document has been revised that is a registration statement, as amended or superseded by a later-supplemented, if applicable, filed Purchaser SEC Documentpursuant to the Securities Act, none as of the Purchaser SEC Documents contains date such registration statement or amendment became effective, did not contain any untrue statement of a material fact or omits omit to state any 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, therein not misleading. The All of the audited consolidated financial statements (including the related notes) of the Purchaser and unaudited consolidated interim financial statements included in the Purchaser SEC Documents complied at (i) have been prepared from, are in accordance with and accurately reflect the time they were filed as to form books and records of Purchaser, (ii) fully comply in all material respects with the applicable accounting requirements and with the published rules and regulations of the SEC with respect thereto, have been (iii) were prepared in accordance with generally accepted accounting principles in the United States (“GAAP”) (except, in the case of unaudited statements, as permitted by Form 10-Q and Form 10-QSB of the SEC) GAAP applied on a consistent basis during the periods involved (except as may be indicated in the notes theretothereto and except, in the case of the unaudited interim statements, as may be permitted under Form 10-Q of the Exchange Act) and each (iv) fairly presented present, in all material respects respects, the consolidated financial position of the Purchaser and its consolidated subsidiaries as of the dates thereof and the consolidated results of their operations and cash flows for the periods then ended (subject, in the case of unaudited interim financial statements, to normal year-year end audit adjustments)) of Purchaser and its consolidated Subsidiaries as of the dates and for the periods referred to therein. Except Notwithstanding anything in this Section 3.08 to the contrary, Purchaser makes no representation or warranty as disclosed to any information with respect to the Sellers, the Company or its Subsidiaries included in the Purchaser SEC Documents filed by after the Purchaser and publicly available prior date hereof to the date extent such information is provided by or on behalf of this Agreement (the “Filed Purchaser SEC Documents”), neither the Purchaser nor any of its subsidiaries has any liabilities or obligations of any nature (whether accrued, absolute, contingent or otherwise) which individually or in the aggregate have had or would reasonably be expected to have a material adverse effect on Purchaser. None of the subsidiaries of the Purchaser are, or have at any time since January 1, 2002, been, subject to the reporting requirements of Sections 13(a) and 15(d) of the Exchange Actthem.

Purchaser SEC Documents. The Purchaser has filed all reports(a) A true and complete copy of each annual, schedules, forms, statements quarterly and other documents (including exhibits report, registration statement and other information incorporated therein) definitive proxy statement filed by Purchaser with the Securities and Exchange Commission (the “SEC”) required to be filed by the Purchaser SEC since January 131, 2002 2020 and prior to the date hereof (the “Purchaser SEC Documents”)) is available on the website maintained by the SEC at hxxx://xxx.xxx.xxx. As of their respective datesfiling dates or, if amended or superseded by a subsequent filing prior to the date hereof, as of the date of the last such amendment or superseding filing, the Purchaser SEC Documents complied as to form in all material respects with the applicable requirements of the Securities Act of 1933, as amended (and the “Securities Act”), or the Securities Exchange Act of 1934, as amended (the “Exchange Act”), as the case may be, and the rules and regulations of the SEC promulgated thereunder applicable to such Purchaser SEC Documents, and none of the Purchaser SEC Documents contained on their filing dates 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. Except , except to the extent that information contained in any Purchaser SEC Document has been revised or superseded corrected by a later-subsequently filed Purchaser SEC Document, none of the Purchaser SEC Documents contains any untrue statement of a material fact or omits to state any 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 financial statements (including the related notes) of the Purchaser included in the Purchaser SEC Documents (the “Purchaser Financial Statements”) complied at the time they were filed 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 generally accepted accounting principles in the United States (“GAAP”) (except, in the case of unaudited statements, as permitted by Form 10-Q and Form 10-QSB of the SEC) GAAP applied on a consistent basis during throughout the periods involved indicated (except as may be indicated in the notes thereto, except in the case of pro forma statements, or, in the case of unaudited financial statements, except as permitted under Form 10-Q under the Exchange Act) and each fairly presented in all material respects the consolidated financial position of the Purchaser and its consolidated subsidiaries Subsidiaries as of the respective dates thereof and the consolidated results of their Purchaser’s operations and cash flows for the periods then ended indicated (subjectsubject to, in the case of unaudited statements, to normal and recurring year-end audit adjustments). Except as disclosed in the Purchaser SEC Documents filed by the Purchaser and publicly available prior to the date of this Agreement (the “Filed Purchaser SEC Documents”), neither the Purchaser nor any of its subsidiaries has any liabilities or obligations of any nature (whether accrued, absolute, contingent or otherwise) which individually or in the aggregate have had or would reasonably be expected to have a material adverse effect on Purchaser. None of the subsidiaries of the Purchaser are, or have at any time since January 1, 2002, been, subject to the reporting requirements of Sections 13(a) and 15(d) of the Exchange Act.

Purchaser SEC Documents. (a) The Purchaser has filed all reports, schedulesregistration statements, forms, statements reports and other documents (including exhibits and other information incorporated therein) with the Securities and Exchange Commission (the “SEC”) required to be filed by the Purchaser with the SEC since January October 1, 2002 2011 (all such documents, including those that may be filed after the date of this Agreement, together with all information incorporated by reference therein in accordance with applicable SEC regulations, are collectively referred to in this Agreement as the “Purchaser SEC Documents”). ; except where the failure to timely file would not have a Material Adverse Effect on the Purchaser. (b) As of their respective filing dates or effective dates, as appropriate, each of the Purchaser SEC Documents and the certifications provided therewith, complied in all material respects with the applicable requirements of the Securities Act of 1933, as amended (the “Securities Act”), or the Securities Exchange Act of 1934, as amended (the “Exchange Act”), as the case may be, and SOX, and the rules and regulations of the SEC promulgated thereunder applicable to such thereunder. No Purchaser SEC DocumentsDocument or the certifications provided therewith, and none as of the Purchaser SEC Documents its filing date or effective date, as appropriate, contained any untrue statement of a material fact or 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 which they were made, not misleading. Except misleading (except to the extent that information contained in any Purchaser SEC Document has been revised corrected, amended, revised, or superseded by a later-filed Purchaser SEC DocumentDocument filed prior to the date of this Agreement). The Purchaser has furnished to the Seller prior to the date of this Agreement copies of all comment letters received by the Company from the SEC since October 1, 2011 relating to the Purchaser SEC Documents, together with all written responses of the Company thereto. There are no outstanding or unresolved comments in any such comment letters received by the Purchaser from the SEC. As of the date of this Agreement, to the knowledge of the Purchaser, none of the Purchaser SEC Documents contains is the subject of any untrue statement of a material fact or omits to state any 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 the Purchaser included in the Purchaser SEC Documents complied at the time they were filed 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 generally accepted accounting principles in the United States (“GAAP”) (except, in the case of unaudited statements, as permitted ongoing review by Form 10-Q and Form 10-QSB of the SEC) applied on a consistent basis during the periods involved (except as may be indicated in the notes thereto) and each fairly presented in all material respects the consolidated financial position of the Purchaser and its consolidated subsidiaries as of the dates thereof and the consolidated results of their operations and cash flows for the periods then ended (subject, in the case of unaudited statements, to normal year-end audit adjustments). Except as disclosed in the Purchaser SEC Documents filed by the Purchaser and publicly available prior to the date of this Agreement (the “Filed Purchaser SEC Documents”), neither the Purchaser nor any of its subsidiaries has any liabilities or obligations of any nature (whether accrued, absolute, contingent or otherwise) which individually or in the aggregate have had or would reasonably be expected to have a material adverse effect on Purchaser. None of the subsidiaries of the Purchaser areSubsidiaries is required to file or submit any forms, reports, or have at any time since January 1, 2002, been, subject to other documents with the reporting requirements of Sections 13(a) and 15(d) of the Exchange ActSEC.

Purchaser SEC Documents. Except as set forth on Schedule 5.5, The Purchaser has timely filed all reports, schedules, forms, statements and other documents (including exhibits and other information incorporated therein) with the Securities and Exchange Commission (the “SEC”) SEC required to be filed by the Purchaser since January 1, 2002 2005 (such documents, the “Purchaser SEC Documents”). As Each of their respective dates, the Purchaser SEC Documents Documents, as amended or superseded by a subsequent filing made prior to the date of this Agreement, complied in all material respects with with, to the extent in effect at the time of filing, the requirements of the Securities Act of 19331933 Act, as amended (the “Securities Act”), or the Securities Exchange Act of 1934, as amended (the “Exchange Act”), as the case may be, and the rules and regulations of the SEC promulgated thereunder SOX applicable to such Purchaser SEC Documents, and none of the Purchaser SEC Documents when filed or, if so amended or superseded, prior to the date hereof, as of the date of such amendment or superseding 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. Except to the extent that information contained in any Purchaser SEC Document has been revised or superseded by a later-filed Purchaser SEC Document, none Each of the Purchaser SEC Documents contains any untrue statement of a material fact or omits to state any 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 the Purchaser included in the Purchaser SEC Documents (or incorporated therein by reference) complied at the time they were it was filed as to form in all material respects with the applicable accounting requirements and the published rules and regulations of the SEC with respect theretothereto in effect at the time of such filing, have had been prepared in accordance with generally accepted accounting principles in the United States (“GAAP”) GAAP (except, in the case of unaudited statements, as permitted by Form 10-Q the rules and Form 10-QSB regulations of the SEC) applied on a consistent basis during the periods involved (except as may be indicated in the notes thereto) and each fairly presented in all material respects the consolidated financial position of the Purchaser and its consolidated subsidiaries as of the dates thereof and the consolidated results of their operations and cash flows for the periods then ended (subject, in the case of unaudited statements, to normal year-end audit adjustments). Except as disclosed in the Purchaser SEC Documents filed by the Purchaser and publicly available prior to the date of this Agreement (the “Filed Purchaser SEC Documents”)) or Schedule 5.5, neither the Purchaser nor any of its subsidiaries has any liabilities or obligations of any nature (whether absolute, accrued, absoluteknown or unknown, contingent or otherwise) nor, to the knowledge of Purchaser, does any basis exist therefor, other than (i) liabilities or obligations which would not, individually or in the aggregate have had or would aggregate, reasonably be expected to have a material adverse effect on PurchaserPurchaser Material Adverse Effect, (ii) liabilities or obligations incurred pursuant to contracts entered into after the date hereof not in violation of this Agreement and (iii) liabilities or obligations incurred pursuant to this Agreement. None of the subsidiaries of Neither the Purchaser arenor Merger Sub is a party to, or have at has any time since January 1commitment to become a party to, 2002any joint venture, beenoff-balance-sheet partnership or any similar contract or arrangement (including any contract or arrangement relating to any transaction or relationship between or among the Purchaser and any of its subsidiaries, subject to on the reporting requirements of Sections 13(a) one hand, and 15(dany unconsolidated Affiliate, including any structured finance, special purpose or limited purpose entity or person, on the other hand, or any “off-balance sheet arrangement” (as defined in Item 303(a) of Regulation S-K), where the Exchange Actresult, purpose or intended effect of such contract or arrangement is to avoid disclosure of any material transaction involving, or material liabilities of, the Purchaser or any of its subsidiaries in the Purchaser’s published financial statements or other Purchaser SEC Documents.

Purchaser SEC Documents. The Purchaser has filed with or furnished to the SEC all forms, reports, schedulesstatements, forms, statements certifications and other documents (including exhibits and other information incorporated therein) with the Securities and Exchange Commission (the “SEC”) required to be filed by it with the Purchaser SEC since January 1, 2002 2020 (collectively, and in each case including all exhibits and schedules thereto and documents incorporated by reference therein, the “Purchaser SEC Documents”). As of their respective dateseffective dates (in the case of Purchaser SEC Documents that are registration statements filed pursuant to the requirements of the Securities Act) and as of their respective SEC filing dates (in the case of all other Purchaser SEC Documents), the Purchaser SEC Documents complied in all material respects with the requirements of the Securities Act of 1933Act, as amended (the “Securities Act”), or the Securities Exchange Act of 1934, as amended amended, (the “Exchange Act”) and the Sxxxxxxx-Xxxxx Act of 2002 (the “Sxxxxxxx-Xxxxx Act”), as the case may be, and the rules and regulations of the SEC promulgated thereunder applicable to such Purchaser SEC Documents, and none of the Purchaser SEC Documents as of such respective dates (or, if amended prior to the date of this Agreement, the date of the filing of such amendment, with respect to the disclosures that are amended) 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. Except As of the date of this Agreement, no Subsidiary of Purchaser is subject to the extent that information contained in any Purchaser SEC Document has been revised reporting requirements of Section 13(a) or superseded by a later-filed Purchaser SEC Document, none 15(d) under the Exchange Act. Each of the audited consolidated financial statements and unaudited consolidated financial statements of Purchaser included in Purchaser SEC Documents contains any untrue statement of a material fact or omits to state any 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) notes and schedules), as of the Purchaser included their respective effective dates (in the case of Purchaser SEC Documents that are registration statements filed pursuant to the requirements of the Securities Act) and as of their respective SEC filing dates (in the case of all other Purchaser SEC Documents), complied at the time they were filed as to form in all material respects with all applicable accounting requirements and with the published rules and regulations of the SEC with respect thereto, have been prepared in accordance with generally accepted accounting principles in the United States (“GAAP”) thereto (except, in the case of unaudited statements, as permitted by Quarterly Report Form 10-Q and Form 10-QSB of the SEC) ), were prepared in accordance with GAAP and applicable accounting requirements and published rules and regulations of the SEC consistently applied on a consistent basis during the periods involved (except (i) with respect to financial statements included in Purchaser SEC Documents filed as of the date of this Agreement, as may be indicated in the notes thereto, or (ii) as permitted by the rules and each regulations of the SEC, including Regulation S-X), and fairly presented present in all material respects the consolidated financial position of the Purchaser and its consolidated subsidiaries Subsidiaries as of the dates thereof and the consolidated results statements of their operations operations, changes in stockholders’ equity and cash flows of such companies as of the dates and for the periods then ended (subject, in the case of unaudited statements, to normal year-end audit adjustments). Except as disclosed in the Purchaser SEC Documents filed by the Purchaser and publicly available prior to the date of this Agreement (the “Filed Purchaser SEC Documents”), neither the Purchaser nor any of its subsidiaries has any liabilities or obligations of any nature (whether accrued, absolute, contingent or otherwise) which individually or in the aggregate have had or would reasonably be expected to have a material adverse effect on Purchaser. None of the subsidiaries of the Purchaser are, or have at any time since January 1, 2002, been, subject to the reporting requirements of Sections 13(a) and 15(d) of the Exchange Actshown therein.

Purchaser SEC Documents. (a) The Purchaser has filed all reports, schedulesregistration statements, forms, statements reports and other documents (including exhibits and other information incorporated therein) with the Securities and Exchange Commission (the “SEC”) required to be filed by the Purchaser with the SEC since January October 1, 2002 2011 (all such documents, including those that may be filed after the date of this Agreement, together with all information incorporated by reference therein in accordance with applicable SEC regulations, are collectively referred to in this Agreement as the “Purchaser SEC Documents”). Documents”); except where the failure to timely file would not have a Material Adverse Effect on the Purchaser. (b) As of their respective filing dates or effective dates, as appropriate, each of the Purchaser SEC Documents and the certifications provided therewith, complied in all material respects with the applicable requirements of the Securities Act of 1933, as amended (the “Securities Act”), or the Securities Exchange Act of 1934, as amended (the “Exchange Act”), as the case may be, and SOX, and the rules and regulations of the SEC promulgated thereunder applicable to such thereunder. No Purchaser SEC DocumentsDocument or the certifications provided therewith, and none as of the Purchaser SEC Documents its filing date or effective date, as appropriate, contained any untrue statement of a material fact or 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 which they were made, not misleading. Except misleading (except to the extent that information contained in any Purchaser SEC Document has been revised corrected, amended, revised, or superseded by a later-filed Purchaser SEC DocumentDocument filed prior to the date of this Agreement). The Purchaser has furnished to the Seller prior to the date of this Agreement copies of all comment letters received by the Company from the SEC since October 1, 2011 relating to the Purchaser SEC Documents, together with all written responses of the Company thereto. There are no outstanding or unresolved comments in any such comment letters received by the Purchaser from the SEC. As of the date of this Agreement, to the knowledge of the Purchaser, none of the Purchaser SEC Documents contains is the subject of any untrue statement of a material fact or omits to state any 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 the Purchaser included in the Purchaser SEC Documents complied at the time they were filed 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 generally accepted accounting principles in the United States (“GAAP”) (except, in the case of unaudited statements, as permitted ongoing review by Form 10-Q and Form 10-QSB of the SEC) applied on a consistent basis during the periods involved (except as may be indicated in the notes thereto) and each fairly presented in all material respects the consolidated financial position of the Purchaser and its consolidated subsidiaries as of the dates thereof and the consolidated results of their operations and cash flows for the periods then ended (subject, in the case of unaudited statements, to normal year-end audit adjustments). Except as disclosed in the Purchaser SEC Documents filed by the Purchaser and publicly available prior to the date of this Agreement (the “Filed Purchaser SEC Documents”), neither the Purchaser nor any of its subsidiaries has any liabilities or obligations of any nature (whether accrued, absolute, contingent or otherwise) which individually or in the aggregate have had or would reasonably be expected to have a material adverse effect on Purchaser. None of the subsidiaries of the Purchaser areSubsidiaries is required to file or submit any forms, reports, or have at any time since January 1, 2002, been, subject to other documents with the reporting requirements of Sections 13(a) and 15(d) of the Exchange ActSEC.

Purchaser SEC Documents. The Purchaser has timely filed all reports, schedules, forms, statements and other documents (including exhibits and other information incorporated therein) with the Securities and Exchange Commission (the “SEC”) all forms, reports, schedules, statements and other documents required to be filed by the Purchaser it since January 1, 2002 (the “Purchaser SEC Documents”). As of their respective dates, the Purchaser SEC Documents complied in all material respects with the requirements of the Securities Act of 1933, as amended (the “Securities Act”), or 2013 under the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or the Securities Act (such documents, as supplemented and amended since the case may betime of filing, and collectively, the rules and regulations of the “Purchaser SEC promulgated thereunder applicable to such Documents”). The Purchaser SEC Documents, including any financial statements or schedules included therein, at the time filed (and, in the case of registration statements and none proxy statements, on the dates of effectiveness and the Purchaser SEC Documents contained dates of mailing, respectively) (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, in light of the circumstances under which they were made, not misleading. Except to , and (b) complied in all material respects with the extent that information contained in any Purchaser SEC Document has been revised or superseded by a later-filed Purchaser SEC Document, none applicable requirements of the Purchaser SEC Documents contains any untrue statement of a material fact or omits to state any material fact required to be stated therein or necessary in order to make Exchange Act and the statements thereinSecurities Act, in light of as the circumstances under which they were made, not misleadingcase may be. The financial statements (including the related notes) of the Purchaser included in the Purchaser SEC Documents complied at the time they were filed (and, in the case of registration statements and proxy statements on the dates of effectiveness and the dates of mailing, respectively) complied as to form in all material respects with applicable accounting requirements and with the published rules and regulations of the SEC Securities and Exchange Commission with respect thereto, have been were prepared in accordance with generally accepted accounting principles GAAP (except as may be indicated in the United States (“GAAP”) (exceptnotes thereto or, in the case of unaudited statements, as permitted by Form 10-Q and Form 10-QSB of the SEC) applied on a consistent basis during the periods involved Securities and Exchange Commission), and fairly present (except as may be indicated subject in the notes theretocase of unaudited statements to normal, recurring audit adjustments) and each fairly presented in all material respects the consolidated financial position of the Purchaser and its consolidated subsidiaries as of the dates thereof and the consolidated results of their operations and cash flows for the periods then ended (subject, in the case of unaudited statements, to normal year-end audit adjustments). Except as disclosed in the Purchaser SEC Documents filed by the Purchaser and publicly available prior to the date of this Agreement (the “Filed Purchaser SEC Documents”), neither the Purchaser nor any of its subsidiaries has any liabilities or obligations of any nature (whether accrued, absolute, contingent or otherwise) which individually or in the aggregate have had or would reasonably be expected to have a material adverse effect on Purchaser. None of the subsidiaries of the Purchaser are, or have at any time since January 1, 2002, been, subject to the reporting requirements of Sections 13(a) and 15(d) of the Exchange Actended.