Common use of Purchaser SEC Reports Clause in Contracts

Purchaser SEC Reports. (a) The Purchaser has timely filed all reports, schedules, forms, statements and other documents with the SEC required to be filed by the Purchaser since January 1, 2016 (collectively and together with all documents filed or furnished on a voluntary basis with the SEC and all documents filed with the SEC after the date hereof, and in each case including all exhibits and schedules thereto and documents incorporated by reference therein, the “SEC Reports”; provided, that SEC Reports shall not include any registration statement which was not declared effective by the SEC or that did not become effective automatically upon filing (including any prospectus forming a part thereof)). As of their respective dates of filing, or, if amended or superseded by a filing prior to the date of this Agreement, on the date of such amended or superseded filing, or, in the case of a registration statement under the Securities Act, as of the date such registration statement is declared effective by the SEC, or, if amended, as of the date of the last amendment prior to the date hereof, the SEC Reports complied as to form in all material respects with the requirements of the Securities Act, the Exchange Act or 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 thereto. None of the Purchaser’s Subsidiaries is required to file any forms, reports or other documents with the SEC. None of the SEC Reports, including any financial statements or schedules included or incorporated by reference therein, at the time filed or transmitted (or, if amended or superseded by a subsequent filing, as of the date of the last such amendment or superseding filing prior to the date hereof) contained any untrue statement of a material fact or omitted to state a material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading. Since January 1, 2016, no executive officer of the Purchaser has failed to make the certifications required of him or her under Section 302 or 906 of the Xxxxxxxx-Xxxxx Act with respect to any SEC Report (except as disclosed in certifications filed with the SEC Reports). Since January 1, 2016 through the date hereof, neither the Purchaser nor any of its executive officers has received notice from any Governmental Entity challenging or questioning the accuracy, completeness, form or manner of filing of such certifications. The Purchaser is in compliance in all material respects with all listing and governance requirements of the NYSE. As of the date of this Agreement, there are no outstanding or unresolved comments in comment letters received by the Purchaser from the SEC or its staff and, to the Purchaser’s knowledge, none of the SEC Reports is the subject of ongoing SEC review. There has been no material correspondence between the SEC and the Purchaser since January 1, 2016 through the date hereof that is not available on the SEC’s Electronic Data Gathering and Retrieval database. (b) The consolidated financial statements of the Purchaser and its Subsidiaries filed with the SEC Reports comply as to form in all material respects with applicable accounting requirements and the published rules and regulations of the SEC with respect thereto, have been prepared in accordance with GAAP consistently applied during the periods and at the dates involved (except as may be indicated in the notes thereto or as otherwise permitted by Form 10-Q with respect to any financial statements filed on Form 10-Q), and fairly present in all material respects the consolidated financial position of the Purchaser and its Subsidiaries as of the dates thereof and the consolidated results of operations and cash flows for the periods then ended. (c) The Purchaser maintains disclosure controls and procedures and internal control over financial reporting (as such terms are defined in paragraphs (e) and (f), respectively, of Rule 13a-15 under the Exchange Act) as required by, and designed to address the matters contemplated by, Rule 13a-15 or 15d-15 under the Exchange Act. The Purchaser’s management has conducted an assessment of the Purchaser’s internal control over financial reporting in compliance with the requirements of Section 404 of the Xxxxxxxx-Xxxxx Act for the year ended December 31, 2017, and, based on such assessment, the Purchaser’s management (i) determined that the effectiveness of the Purchaser’s internal controls over financial reporting, as of December 31, 2017, was as set forth in the Purchaser’s Annual Report on Form 10-K for the year ended December 31, 2017 and (ii) did not identify any fraud, or alleged fraud that resulted in an internal investigation, that involves management or other employees who have a role in the preparation of the Purchaser’s financial statements or in such controls. The Purchaser has disclosed, based on the most recent evaluation of its chief executive officer and its chief financial officer prior to the date of this Agreement, to the Purchaser’s auditors (1) any significant deficiencies and material weaknesses in the design or operation of its internal controls over financial reporting (as defined in Rule 13a-15(f) under the Exchange Act) that are reasonably likely to adversely affect the Purchaser’s ability to record, process, summarize and report financial information and (2) any fraud, to the knowledge of the Purchaser, whether or not material, that involves management or other employees who have a role in the preparation of the Purchaser’s financial statements or in Purchaser’s internal control over financial reporting. Since the end of the Purchaser’s most recent audited fiscal year, there has been (x) no additional material weakness in the Purchaser’s internal control over financial reporting (whether or not remediated) and (y) no change in the Purchaser’s internal control over financial reporting that has materially affected, or is reasonably likely to materially affect, the Purchaser’s internal control over financial reporting. (d) The Purchaser and its Subsidiaries have no liabilities or obligations (whether matured or unmatured, known or unknown, fixed or contingent or otherwise), that would be required to be set forth on a balance sheet prepared in accordance with GAAP, except liabilities or obligations (i) reflected or reserved against in the consolidated balance sheet (or the notes thereto) of the Purchaser as of December 31, 2017 included in the SEC Reports, (ii) that were incurred after December 31, 2017 in the ordinary course of business consistent with past practice, (iii) incurred in connection with the transactions contemplated by this Agreement or (iv) which would not reasonably be expected to be, individually or in the aggregate, material to the Purchaser and its Subsidiaries, taken as a whole.

Purchaser SEC Reports. (a) The Purchaser has timely delivered to the Company true and complete copies of each Annual Report on Form 10-K, Quarterly Report on Form 10-Q, Current Report on Form 8-K, Proxy Statement, Schedule 13D filed all reportswith respect to Purchaser, schedulesForm S-4, formsand the prospectus included in any other registration statement as presently in effect and as last amended, statements and other documents pursuant to which Purchaser has registered equity securities for sale in underwritten offerings (including any amendments thereto), filed by Purchaser with the SEC required to be filed by the Purchaser since January 1, 2016 (collectively and together with all documents filed or furnished on a voluntary basis with the SEC and all documents filed with the SEC after 1993 through the date hereof, and in each case including all exhibits and schedules thereto and documents incorporated by reference thereinhereof (collectively, the “"Purchaser SEC Reports”; provided, that SEC Reports shall not include any registration statement which was not declared effective by the SEC or that did not become effective automatically upon filing (including any prospectus forming a part thereof)"). As of their the respective dates of filing, such Purchaser SEC Reports were filed or, if amended or superseded by a filing prior to the date of this Agreement, on the date of any such amended or superseded filing, or, in the case of a registration statement under the Securities ActPurchaser SEC Reports were amended, as of the date such registration statement is declared effective by the SECamendment was filed, or, if amended, as each of the date of the last amendment prior to the date hereof, the Purchaser SEC Reports (i) complied as to form in all material respects with the all applicable requirements of the Securities Act, Act and the Exchange Act or 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 thereto. None of the Purchaser’s Subsidiaries is required to file any forms, reports or other documents with the SEC. None of the SEC Reports, including any financial statements or schedules included or incorporated by reference therein, at the time filed or transmitted and (or, if amended or superseded by a subsequent filing, as of the date of the last such amendment or superseding filing prior to the date hereofii) contained did not contain any untrue statement of a material fact or omitted omit to state a material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading. Since January 1, 2016, no executive officer Each of (x) the Purchaser has failed to make the certifications required of him or her under Section 302 or 906 of the Xxxxxxxx-Xxxxx Act with respect to any SEC Report (except as disclosed in certifications filed with the SEC Reports). Since January 1, 2016 through the date hereof, neither the Purchaser nor any of its executive officers has received notice from any Governmental Entity challenging or questioning the accuracy, completeness, form or manner of filing of such certifications. The Purchaser is in compliance in all material respects with all listing audited and governance requirements of the NYSE. As of the date of this Agreement, there are no outstanding or unresolved comments in comment letters received by the Purchaser from the SEC or its staff and, to the Purchaser’s knowledge, none of the SEC Reports is the subject of ongoing SEC review. There has been no material correspondence between the SEC and the Purchaser since January 1, 2016 through the date hereof that is not available on the SEC’s Electronic Data Gathering and Retrieval database. (b) The consolidated financial statements of Purchaser (including any related notes and schedules) included (or incorporated by reference) in its Annual Report on Form 10-K for the fiscal year ended December 31, 1995, and (y) the unaudited consolidated interim financial statements of Purchaser (including any related notes and schedules) included (or incorporated by reference) in its Subsidiaries filed Quarterly Report on Form 10-Q for the quarter ended September 30, 1996, fairly present, in conformity with the SEC Reports comply as to form in all material respects with applicable generally accepted accounting requirements and the published rules and regulations of the SEC with respect thereto, have been prepared in accordance with GAAP consistently principles ("GAAP") applied during the periods and at the dates involved on a consistent basis (except as may be indicated in the notes thereto or as otherwise permitted by Form 10-Q with respect to any financial statements filed on Form 10-Qthereto), and fairly present in all material respects the consolidated financial position of Purchaser and the Purchaser and its Subsidiaries as of the dates thereof and the consolidated results of their operations and cash flows changes in their financial position for the periods then ended. ended (c) The Purchaser maintains disclosure controls and procedures and internal control over financial reporting (as such terms are defined in paragraphs (e) and (f), respectively, of Rule 13a-15 under the Exchange Act) as required by, and designed subject to address the matters contemplated by, Rule 13a-15 or 15d-15 under the Exchange Act. The Purchaser’s management has conducted an assessment of the Purchaser’s internal control over financial reporting in compliance with the requirements of Section 404 of the Xxxxxxxxnormal year-Xxxxx Act for the year ended December 31, 2017, and, based on such assessment, the Purchaser’s management (i) determined that the effectiveness of the Purchaser’s internal controls over financial reporting, as of December 31, 2017, was as set forth end adjustments in the Purchaser’s Annual Report on Form 10-K for the year ended December 31, 2017 and (ii) did not identify case of any fraud, or alleged fraud that resulted in an internal investigation, that involves management or other employees who have a role in the preparation of the Purchaser’s unaudited interim financial statements or in such controls. The Purchaser has disclosed, based on the most recent evaluation of its chief executive officer and its chief financial officer prior to the date of this Agreement, to the Purchaser’s auditors (1) any significant deficiencies and material weaknesses in the design or operation of its internal controls over financial reporting (as defined in Rule 13a-15(f) under the Exchange Act) that are reasonably likely to adversely affect the Purchaser’s ability to record, process, summarize and report financial information and (2) any fraud, to the knowledge of the Purchaser, whether or not material, that involves management or other employees who have a role in the preparation of the Purchaser’s financial statements or in Purchaser’s internal control over financial reporting. Since the end of the Purchaser’s most recent audited fiscal year, there has been (x) no additional material weakness in the Purchaser’s internal control over financial reporting (whether or not remediated) and (y) no change in the Purchaser’s internal control over financial reporting that has materially affected, or is reasonably likely to materially affect, the Purchaser’s internal control over financial reportingstatements). (d) The Purchaser and its Subsidiaries have no liabilities or obligations (whether matured or unmatured, known or unknown, fixed or contingent or otherwise), that would be required to be set forth on a balance sheet prepared in accordance with GAAP, except liabilities or obligations (i) reflected or reserved against in the consolidated balance sheet (or the notes thereto) of the Purchaser as of December 31, 2017 included in the SEC Reports, (ii) that were incurred after December 31, 2017 in the ordinary course of business consistent with past practice, (iii) incurred in connection with the transactions contemplated by this Agreement or (iv) which would not reasonably be expected to be, individually or in the aggregate, material to the Purchaser and its Subsidiaries, taken as a whole.

Purchaser SEC Reports. (a) The Purchaser has timely filed with the SEC true and complete copies of all reports, schedules, forms, statements and other documents with the SEC any definitive proxy or information statements required to be filed by Purchaser pursuant to the Purchaser Exchange Act since January 1, 2016 (collectively and together with all documents filed or furnished on a voluntary basis with the "SEC and all documents filed with the SEC after the date hereofFilings"), and in each case including all exhibits and schedules thereto and documents incorporated by reference therein, the “SEC Reports”; provided, that SEC Reports shall not include any registration statement of which was not declared effective by the SEC or that did not become effective automatically upon filing (including any prospectus forming a part thereof)). As of their respective dates of filing, or, if amended or superseded by a filing prior to the date of this Agreement, on the date of such amended or superseded filing, or, in the case of a registration statement under the Securities Act, as of the date such registration statement is declared effective by the SEC, or, if amended, as of the date of the last amendment prior to the date hereof, the SEC Reports has complied as to form in all material respects with the requirements of the Securities Act, the Exchange Act or the Xxxxxxxx-Xxxxx Act of 2002 (the “Xxxxxxxx-Xxxxx Act”), as the case may be, 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 Purchaser and in either case, publicly available as of the SEC promulgated thereunder applicable thereto. None of the Purchaser’s Subsidiaries is required to file any forms, reports date hereof or other documents with the SECas set forth on Schedule 4.10. None of the SEC ReportsFilings (including, including any financial statements or schedules included or incorporated by reference therein, at the time filed or transmitted (or, if amended or superseded by a subsequent filing, as of the date of the last such amendment or superseding filing prior to the date hereof) contained when filed 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. Since January 1, 2016except to the extent updated, no executive officer amended, restated or corrected by a subsequent SEC Filing.Except to the extent updated, amended, restated or corrected by a subsequent SEC Filing filed on or prior to the date hereof, all of Purchaser's financial statements included in the Purchaser has failed to make the certifications required of him or her under Section 302 or 906 of the Xxxxxxxx-Xxxxx Act with respect to SEC Filings, in each case, including any SEC Report (except related notes thereto, as disclosed in certifications filed with the SEC Reports). Since January 1, 2016 through the date hereof, neither the Purchaser nor any of its executive officers has received notice from any Governmental Entity challenging or questioning the accuracy, completeness, form or manner of filing of such certifications. The Purchaser is in compliance in all material respects with all listing and governance requirements of the NYSE. As of the date of this Agreement, there are no outstanding or unresolved comments in comment letters received by the Purchaser from the SEC or its staff and, to the Purchaser’s knowledge, none of the SEC Reports is the subject of ongoing SEC review. There has been no material correspondence between the SEC and the Purchaser since January 1, 2016 through the date hereof that is not available on the SEC’s Electronic Data Gathering and Retrieval database. (b) The consolidated financial statements of the Purchaser and its Subsidiaries those filed with the SEC Reports comply are collectively referred to as to form in all material respects with applicable accounting requirements and the published rules and regulations of the SEC with respect thereto"Purchaser Financial Statements"), have been prepared in accordance with GAAP consistently applied during on a consistent basis through the periods and at the dates involved (except as may be indicated in the notes thereto or or, in the case of the unaudited statements, as otherwise may be permitted by Form 10-Q with respect to any financial statements filed on Form 10-Q), and fairly present in all material respects the consolidated financial position of the Purchaser SEC and its Subsidiaries as subject, in the case of the dates thereof and the consolidated results of operations and cash flows for the periods then ended. (c) The Purchaser maintains disclosure controls and procedures and internal control over financial reporting (as such terms are defined in paragraphs (e) and (f), respectively, of Rule 13a-15 under the Exchange Act) as required by, and designed to address the matters contemplated by, Rule 13a-15 or 15d-15 under the Exchange Act. The Purchaser’s management has conducted an assessment of the Purchaser’s internal control over financial reporting in compliance with the requirements of Section 404 of the Xxxxxxxx-Xxxxx Act for the year ended December 31, 2017, and, based on such assessment, the Purchaser’s management (i) determined that the effectiveness of the Purchaser’s internal controls over financial reporting, as of December 31, 2017, was as set forth in the Purchaser’s Annual Report on Form 10-K for the year ended December 31, 2017 and (ii) did not identify any fraud, or alleged fraud that resulted in an internal investigation, that involves management or other employees who have a role in the preparation of the Purchaser’s financial statements or in such controls. The Purchaser has disclosed, based on the most recent evaluation of its chief executive officer and its chief financial officer prior to the date of this Agreementunaudited statements, to the Purchaser’s auditors (1) any significant deficiencies and material weaknesses in the design or operation of its internal controls over financial reporting (as defined in Rule 13a-15(f) under the Exchange Act) that are reasonably likely to adversely affect the Purchaser’s ability to recordnormal, process, summarize and report financial information and (2) any fraud, to the knowledge of the Purchaser, whether or not material, that involves management or other employees who have a role in the preparation of the Purchaser’s financial statements or in Purchaser’s internal control over financial reporting. Since the year-end of the Purchaser’s most recent audited fiscal year, there has been (x) no additional material weakness in the Purchaser’s internal control over financial reporting (whether or not remediated) and (y) no change in the Purchaser’s internal control over financial reporting that has materially affected, or is reasonably likely to materially affect, the Purchaser’s internal control over financial reporting. (d) The Purchaser and its Subsidiaries have no liabilities or obligations (whether matured or unmatured, known or unknown, fixed or contingent or otherwise), that would be required to be set forth on a balance sheet prepared in accordance with GAAP, except liabilities or obligations (i) reflected or reserved against in the consolidated balance sheet (or the notes thereto) of the Purchaser as of December 31, 2017 included in the SEC Reports, (ii) that were incurred after December 31, 2017 in the ordinary course of business consistent with past practice, (iii) incurred in connection with the transactions contemplated by this Agreement or (iv) audit adjustments which would not reasonably be expected to bebe material, individually or in the aggregate). The consolidated balance sheets (including the related notes) included in such Purchaser Financial Statements (if applicable, as updated, amended, restated or corrected in a subsequent SEC Filing) fairly present, in all material to respects, the consolidated financial position of Purchaser and its Subsidiariesconsolidated subsidiaries at the respective dates thereof, taken and the consolidated statements of operations, stockholders' equity and cash flows (in each case, including the related notes) included in such Purchaser Financial Statements (if applicable, as updated, amended, restated or corrected in a wholesubsequent SEC Filing) fairly present, in all material respects, the consolidated statements of operations, stockholders' equity and cash flows of Purchaser and its consolidated subsidiaries for the periods indicated, subject, in the case of the unaudited statements, to normal, year-end audit adjustments which could not reasonably be expected to be material, individually or in the aggregate.

Purchaser SEC Reports. (a) The Purchaser has timely filed all reports, schedules, forms, statements and other documents with the SEC reports required to be filed by it with the Securities and Exchange Commission (the "Commission") since December 31, 1998 pursuant to the Exchange Act. The Purchaser has delivered or made available to Sterling and the Selling Stockholders: (i) the Purchaser's annual reports on Form 10-K for its fiscal years ended February 28, 2001, February 29, 2000 and February 28, 1999; (ii) its proxy statements relating to meetings of the stockholders of the Purchaser held since January 1February 28, 2016 1999; and (collectively iii) all of its other reports, statements, schedules and together with all documents filed or furnished on a voluntary basis with the SEC and all documents registration statements filed with the SEC after Commission since February 28, 1999 (the date hereofdocuments referred to in this Section 4.6, and in each case including all exhibits and schedules thereto and documents incorporated by reference thereincollectively, the “"Purchaser SEC Reports”; provided, that SEC Reports shall not include any registration statement which was not declared effective by the SEC or that did not become effective automatically upon filing (including any prospectus forming a part thereof)"). As of their respective dates of filing, or, if amended or superseded by a filing prior to the date of this Agreement, on the date of such amended or superseded filing, or, in the case of a registration statement under the Securities Act, and as of the date such registration statement is declared effective by the SEC, or, if amended, as of the date of the last amendment prior to the date hereof, the Purchaser SEC Reports complied as to form in all material respects with the requirements of the Securities Act, the Exchange Act or the Xxxxxxxx-Xxxxx Act of 2002 (the “Xxxxxxxx-Xxxxx Act”), as the case may be, and the rules and regulations of the SEC promulgated Commission thereunder applicable thereto. None of the Purchaser’s Subsidiaries is required to file any forms, reports or other documents with the SEC. None of the such Purchaser SEC Reports. As of their respective dates, including any financial statements or schedules included or incorporated by reference therein, at the time filed or transmitted (or, if amended or superseded by a subsequent filing, as of the date of the last such amendment or superseding filing prior to the date hereof) contained Purchaser SEC Reports 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. Since January 1, 2016, no executive officer of the Purchaser has failed to make the certifications required of him or her under Section 302 or 906 of the Xxxxxxxx-Xxxxx Act with respect to any SEC Report (except as disclosed in certifications filed with the SEC Reports). Since January 1, 2016 through the date hereof, neither the Purchaser nor any of its executive officers has received notice from any Governmental Entity challenging or questioning the accuracy, completeness, form or manner of filing of such certifications. The Purchaser is in compliance in all material respects with all listing and governance requirements of the NYSE. As of the date of this Agreement, there are no outstanding or unresolved comments in comment letters received by the Purchaser from the SEC or its staff and, to the Purchaser’s knowledge, none of the SEC Reports is the subject of ongoing SEC review. There has been no material correspondence between the SEC and the Purchaser since January 1, 2016 through the date hereof that is not available on the SEC’s Electronic Data Gathering and Retrieval database. (b) The audited consolidated financial statements of the Purchaser as of and its Subsidiaries filed for the years ended February 28, 2001, February 29, 2000 and February 28, 1999 (collectively, the "Purchaser Audited Financial Statements") and the unaudited interim financial statements of the Purchaser as of and for the three months ended May 31, 2001 and May 31, 2000 (collectively, the "Purchaser Interim Financial Statements" and, together with the Purchaser Audited Financial Statements, the "Purchaser Financial Statements"), in each case included in the Purchaser SEC Reports Reports, comply 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 prepared in accordance with GAAP consistently applied during the periods and at the dates involved . (except as may be indicated in the notes thereto or as otherwise permitted by Form 10-Q with respect to any financial statements filed on Form 10-Q), and fairly present c) The Purchaser Financial Statements are in all material respects accurate, complete and in accordance with the consolidated books and records of the Purchaser and its subsidiaries and present fairly in all material respects, the financial position of the Purchaser and its Subsidiaries subsidiaries as of the their respective dates thereof and the consolidated results of their operations and cash flows changes in financial position of the Purchaser and its subsidiaries for the periods then ended. , in conformity with GAAP, consistently applied (c) The Purchaser maintains disclosure controls and procedures and internal control over financial reporting (as such terms are defined subject, in paragraphs (e) and (f), respectively, of Rule 13a-15 under the Exchange Act) as required by, and designed to address the matters contemplated by, Rule 13a-15 or 15d-15 under the Exchange Act. The Purchaser’s management has conducted an assessment case of the Purchaser’s internal control over financial reporting in compliance with the requirements of Section 404 of the Xxxxxxxx-Xxxxx Act for the year ended December 31, 2017, and, based on such assessment, the Purchaser’s management Purchaser Interim Financial Statements to (i) determined that the effectiveness of the Purchaser’s internal controls over financial reporting, as of December 31, 2017, was as set forth in the Purchaser’s Annual Report on Form 10normal year-K for the year ended December 31, 2017 end and (ii) did not identify any fraud, or alleged fraud that resulted in an internal investigation, that involves management or other employees who have a role in the preparation of the Purchaser’s financial statements or in such controls. The Purchaser has disclosed, based on the most recent evaluation of its chief executive officer and its chief financial officer prior to the date of this Agreement, to the Purchaser’s auditors (1) any significant deficiencies and material weaknesses in the design or operation of its internal controls over financial reporting (as defined in Rule 13a-15(f) under the Exchange Act) that are reasonably likely to adversely affect the Purchaser’s ability to record, process, summarize and report financial information and (2) any fraud, to the knowledge of the Purchaser, whether or not material, that involves management or other employees who have a role in the preparation of the Purchaser’s financial statements or in Purchaser’s internal control over financial reporting. Since the end of the Purchaser’s most recent audited fiscal year, there has been (x) no additional material weakness in the Purchaser’s internal control over financial reporting (whether or not remediated) and (y) no change in the Purchaser’s internal control over financial reporting that has materially affected, or is reasonably likely to materially affectaudit adjustments, the Purchaser’s internal control over financial reporting. (d) The Purchaser and its Subsidiaries have no liabilities or obligations (whether matured or unmatured, known or unknown, fixed or contingent or otherwise), that would be required to be set forth on a balance sheet prepared in accordance with GAAP, except liabilities or obligations (i) reflected or reserved against in the consolidated balance sheet (or the notes thereto) effects of the Purchaser as of December 31, 2017 included in the SEC Reports, (ii) that were incurred after December 31, 2017 in the ordinary course of business consistent with past practice, (iii) incurred in connection with the transactions contemplated by this Agreement or (iv) which would not reasonably be expected to bewhich, individually or in the aggregate, material to will not be materially adverse, (ii) the Purchaser fact that they do not contain all of the footnote disclosures required by GAAP and its Subsidiaries, taken as a whole(iii) the fact that certain information and notes have been condensed or omitted in accordance with the Exchange Act and the rules promulgated thereunder).

Purchaser SEC Reports. (a) The Purchaser has timely delivered to the Company true and complete copies of each Annual Report on Form 10-K, Quarterly Report on Form 10-Q, Current Report on Form 8-K, Proxy Statement, Schedule 13D filed all reportswith respect to Purchaser, schedulesForm S-4, formsand the prospectus included in any other registration statement as presently in effect and as last amended, statements and other documents pursuant to which Purchaser has registered equity securities for sale in underwritten offerings (including any amendments thereto), filed by Purchaser with the SEC required to be filed by the Purchaser since January 1, 2016 (collectively and together with all documents filed or furnished on a voluntary basis with the SEC and all documents filed with the SEC after 1992 through the date hereof, and in each case including all exhibits and schedules thereto and documents incorporated by reference thereinhereof (collectively, the “"Purchaser SEC Reports”; provided, that SEC Reports shall not include any registration statement which was not declared effective by the SEC or that did not become effective automatically upon filing (including any prospectus forming a part thereof)"). As of their the respective dates of filing, such Purchaser SEC Reports were filed or, if amended or superseded by a filing prior to the date of this Agreement, on the date of any such amended or superseded filing, or, in the case of a registration statement under the Securities ActPurchaser SEC Reports were amended, as of the date such registration statement is declared effective by the SECamendment was filed, or, if amended, as each of the date of the last amendment prior to the date hereof, the Purchaser SEC Reports (i) complied as to form in all material respects with the all applicable requirements of the Securities Act, Act and the Exchange Act or 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 thereto. None of the Purchaser’s Subsidiaries is required to file any forms, reports or other documents with the SEC. None of the SEC Reports, including any financial statements or schedules included or incorporated by reference therein, at the time filed or transmitted and (or, if amended or superseded by a subsequent filing, as of the date of the last such amendment or superseding filing prior to the date hereofii) contained did not contain any untrue statement of a material fact or omitted omit to state a material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading. Since January 1, 2016, no executive officer Each of (i) the Purchaser has failed to make the certifications required of him or her under Section 302 or 906 of the Xxxxxxxx-Xxxxx Act with respect to any SEC Report (except as disclosed in certifications filed with the SEC Reports). Since January 1, 2016 through the date hereof, neither the Purchaser nor any of its executive officers has received notice from any Governmental Entity challenging or questioning the accuracy, completeness, form or manner of filing of such certifications. The Purchaser is in compliance in all material respects with all listing and governance requirements of the NYSE. As of the date of this Agreement, there are no outstanding or unresolved comments in comment letters received by the Purchaser from the SEC or its staff and, to the Purchaser’s knowledge, none of the SEC Reports is the subject of ongoing SEC review. There has been no material correspondence between the SEC and the Purchaser since January 1, 2016 through the date hereof that is not available on the SEC’s Electronic Data Gathering and Retrieval database. (b) The audited consolidated financial statements of Purchaser (including any related notes and schedules) included (or incorporated by reference) in its Annual Report on Form 10-K for the fiscal year ended December 31, 1994 and (ii) the unaudited consolidated interim financial statements of Purchaser (including any related notes and schedules) included (or incorporated by reference) in its Subsidiaries filed Quarterly Report on Form 10-Q for the quarter ended June 30, 1995, fairly present, in conformity with the SEC Reports comply as to form in all material respects with applicable generally accepted accounting requirements and the published rules and regulations of the SEC with respect thereto, have been prepared in accordance with GAAP consistently principles ("GAAP") applied during the periods and at the dates involved on a consistent basis (except as may be indicated in the notes thereto or as otherwise permitted by Form 10-Q with respect to any financial statements filed on Form 10-Qthereto), and fairly present in all material respects the consolidated financial position of Purchaser and the Purchaser and its Subsidiaries as of the dates thereof and the consolidated results of their operations and cash flows changes in their financial position for the periods then ended. ended (c) The Purchaser maintains disclosure controls and procedures and internal control over financial reporting (as such terms are defined in paragraphs (e) and (f), respectively, of Rule 13a-15 under the Exchange Act) as required by, and designed subject to address the matters contemplated by, Rule 13a-15 or 15d-15 under the Exchange Act. The Purchaser’s management has conducted an assessment of the Purchaser’s internal control over financial reporting in compliance with the requirements of Section 404 of the Xxxxxxxxnormal year-Xxxxx Act for the year ended December 31, 2017, and, based on such assessment, the Purchaser’s management (i) determined that the effectiveness of the Purchaser’s internal controls over financial reporting, as of December 31, 2017, was as set forth end adjustments in the Purchaser’s Annual Report on Form 10-K for the year ended December 31, 2017 and (ii) did not identify case of any fraud, or alleged fraud that resulted in an internal investigation, that involves management or other employees who have a role in the preparation of the Purchaser’s unaudited interim financial statements or in such controls. The Purchaser has disclosed, based on the most recent evaluation of its chief executive officer and its chief financial officer prior to the date of this Agreement, to the Purchaser’s auditors (1) any significant deficiencies and material weaknesses in the design or operation of its internal controls over financial reporting (as defined in Rule 13a-15(f) under the Exchange Act) that are reasonably likely to adversely affect the Purchaser’s ability to record, process, summarize and report financial information and (2) any fraud, to the knowledge of the Purchaser, whether or not material, that involves management or other employees who have a role in the preparation of the Purchaser’s financial statements or in Purchaser’s internal control over financial reporting. Since the end of the Purchaser’s most recent audited fiscal year, there has been (x) no additional material weakness in the Purchaser’s internal control over financial reporting (whether or not remediated) and (y) no change in the Purchaser’s internal control over financial reporting that has materially affected, or is reasonably likely to materially affect, the Purchaser’s internal control over financial reportingstatements). (d) The Purchaser and its Subsidiaries have no liabilities or obligations (whether matured or unmatured, known or unknown, fixed or contingent or otherwise), that would be required to be set forth on a balance sheet prepared in accordance with GAAP, except liabilities or obligations (i) reflected or reserved against in the consolidated balance sheet (or the notes thereto) of the Purchaser as of December 31, 2017 included in the SEC Reports, (ii) that were incurred after December 31, 2017 in the ordinary course of business consistent with past practice, (iii) incurred in connection with the transactions contemplated by this Agreement or (iv) which would not reasonably be expected to be, individually or in the aggregate, material to the Purchaser and its Subsidiaries, taken as a whole.

Purchaser SEC Reports. (a) The Purchaser has timely filed with or furnished to the SEC (including following any extensions of time for filing provided by Rule 12b-25 promulgated under the Exchange Act) all reports, schedules, forms, statements, prospectuses, registration statements and other documents with the SEC required to be filed or furnished, as the case may be, by the Purchaser since January 1December 31, 2016 (collectively and collectively, together with all documents filed or furnished on a voluntary basis with the SEC and all documents filed with the SEC after the date hereof, and in each case including all any exhibits and schedules thereto and documents other information incorporated by reference therein, the “Purchaser SEC ReportsDocuments”; provided, that SEC Reports shall not include any registration statement which was not declared effective by the SEC or that did not become effective automatically upon filing ). (including any prospectus forming a part thereof)). b) As of their respective dates of filing, its filing date (or, if amended or superseded by a filing supplemented, as of the date of the most recent amendment or supplement filed prior to the date of this Agreement), on the date of such amended or superseded filing, or, in the case of a registration statement under the Securities Act, as of the date such registration statement is declared effective by the SEC, or, if amended, as of the date of the last amendment prior to the date hereof, the each Purchaser SEC Reports Document complied as to form in all material respects with the applicable requirements of the Securities Act, the Exchange Act or and the Xxxxxxxx-Xxxxx Act of 2002 2002, as amended (the “Xxxxxxxx-Xxxxx Act”), and any rules and regulations promulgated thereunder, as the case may be, and the rules and regulations of the SEC promulgated thereunder applicable thereto. None of the Purchaser’s Subsidiaries is required to file any forms, reports or other documents with the SEC. None of the SEC Reports, including any financial statements or schedules included or incorporated by reference therein, at the time filed or transmitted (or, if amended or superseded by a subsequent filing, as of the date of the last such amendment or superseding filing prior to the date hereof) contained 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 therein, in light of the circumstances under which they were made, not misleading. Since January 1, 2016, no executive officer of the Purchaser has failed to make the certifications required of him or her under Section 302 or 906 of the Xxxxxxxx-Xxxxx Act with respect to any SEC Report . (except as disclosed in certifications filed with the SEC Reports). Since January 1, 2016 through the date hereof, neither the Purchaser nor any of its executive officers has received notice from any Governmental Entity challenging or questioning the accuracy, completeness, form or manner of filing of such certifications. The Purchaser is in compliance in all material respects with all listing and governance requirements of the NYSE. c) As of the date of this Agreement, Agreement there are no outstanding or unresolved comments in comment letters received by from the SEC with respect to any Purchaser SEC Documents. Since December 31, 2016, the Purchaser has not received written notice from the SEC or any other Governmental Authority that any of its staff andaccounting policies or practices are the subject of any review, inquiry, investigation or challenge by the SEC or other Governmental Authority specifically targeted at the Purchaser. Since December 31, 2016, the Purchaser’s independent public accounting firm has not informed the Purchaser that it has any material questions, challenges or disagreements regarding or pertaining to the Purchaser’s knowledge, none of the SEC Reports is the subject of ongoing SEC review. There has been no material correspondence between the SEC and the Purchaser since January 1, 2016 through the date hereof that is not available on the SEC’s Electronic Data Gathering and Retrieval databaseaccounting policies or practices. (b) The consolidated financial statements of the Purchaser and its Subsidiaries filed with the SEC Reports comply as to form in all material respects with applicable accounting requirements and the published rules and regulations of the SEC with respect thereto, have been prepared in accordance with GAAP consistently applied during the periods and at the dates involved (except as may be indicated in the notes thereto or as otherwise permitted by Form 10-Q with respect to any financial statements filed on Form 10-Q), and fairly present in all material respects the consolidated financial position of the Purchaser and its Subsidiaries as of the dates thereof and the consolidated results of operations and cash flows for the periods then ended. (cd) The Purchaser has established and maintains disclosure controls and procedures (as defined in Rule 13a-15 under the Exchange Act). Such disclosure controls and procedures are reasonably designed to ensure that material information relating to the Purchaser, including its consolidated subsidiaries, is made known to the Purchaser’s principal executive officer and its principal financial officer by others within those entities, particularly during the periods in which the periodic reports required under the Exchange Act are being prepared, and such disclosure controls and procedures are reasonably designed to ensure all such information is communicated in a timely fashion to the Purchaser’s principal executive officer and principal financial officer to allow timely decisions regarding the disclosure of such information in the Purchaser’s periodic and current reports required under the Exchange Act. (e) The Purchaser and its subsidiaries have established and maintained a system of internal control over financial reporting (as such terms are defined in paragraphs (e) and (f), respectively, of Rule 13a-15 under the Exchange Act) as required by, and designed sufficient to address provide reasonable assurance regarding the matters contemplated by, Rule 13a-15 or 15d-15 under the Exchange Act. The Purchaser’s management has conducted an assessment of the Purchaser’s internal control over financial reporting in compliance with the requirements of Section 404 of the Xxxxxxxx-Xxxxx Act for the year ended December 31, 2017, and, based on such assessment, the Purchaser’s management (i) determined that the effectiveness of the Purchaser’s internal controls over financial reporting, as of December 31, 2017, was as set forth in the Purchaser’s Annual Report on Form 10-K for the year ended December 31, 2017 and (ii) did not identify any fraud, or alleged fraud that resulted in an internal investigation, that involves management or other employees who have a role in the preparation reliability of the Purchaser’s financial reporting and the preparation of the Purchaser financial statements or for external purposes in such controlsaccordance with GAAP. The Purchaser has disclosed, based on the its most recent evaluation of its chief executive officer and its chief financial officer internal controls prior to the date of this Agreement, to the Purchaser’s auditors and audit committee (1i) any significant deficiencies and material weaknesses in the design or operation of its internal controls over financial reporting (as defined in Rule 13a-15(f) under the Exchange Act) that which are reasonably likely to adversely affect the Purchaser’s ability to record, process, summarize and report financial information and (2ii) any fraud, to the knowledge of the Purchaser, whether or not material, that involves management or other employees who have a significant role in the preparation of the Purchaser’s financial statements or in Purchaser’s internal control over financial reporting. Since the end of the Purchaser’s most recent audited fiscal year, there has been (x) no additional material weakness in the Purchaser’s internal control over financial reporting (whether or not remediated) and (y) no change in the Purchaser’s internal control over financial reporting that has materially affected, or is reasonably likely to materially affect, the Purchaser’s internal control over financial reportingcontrols. (df) The Purchaser is in compliance, and its Subsidiaries have no liabilities or obligations (whether matured or unmaturedhas complied since December 31, known or unknown2016, fixed or contingent or otherwise)in each case, that would be required to be set forth on a balance sheet prepared in accordance all material respects, with GAAP, except liabilities or obligations (i) reflected or reserved against in the consolidated balance sheet (or the notes thereto) applicable provisions of the Purchaser as of December 31, 2017 included in the SEC Reports, Xxxxxxxx-Xxxxx Act and (ii) that were incurred after December 31, 2017 in the ordinary course applicable listing and corporate governance rules and regulations of business consistent with past practice, (iii) incurred in connection with the transactions contemplated by this Agreement or (iv) which would not reasonably be expected to be, individually or in the aggregate, material to the Purchaser and its Subsidiaries, taken as a wholeNYSE.

Purchaser SEC Reports. (a) The Purchaser has timely filed and made available to the Company all forms, reports, schedulesand documents, forms, statements and other documents with the SEC required to be filed by the Purchaser since January 1, 2016 (collectively and together with all documents filed or furnished on a voluntary basis with the SEC and all documents filed with the SEC after the date hereofany amendments, and in each case including all exhibits and schedules thereto and documents incorporated therein by reference thereinreference, required to be filed by Purchaser with the SEC pursuant to the Exchange Act since January 1, 2002 (collectively, the “"PURCHASER SEC Reports”; provided, that REPORTS"). Each of --------------------- the Purchaser SEC Reports shall not include any registration statement which was not declared effective by the SEC or that did not become effective automatically upon filing (including any prospectus forming a part thereof)). As i) as of their respective dates of filingdates, or, if amended or superseded by a filing prior to the date of this Agreement, on the date of such amended or superseded filing, or, in the case of a registration statement under the Securities Act, as of the date such registration statement is declared effective by the SEC, or, if amended, as of the date of the last amendment prior to the date hereof, the SEC Reports complied as to form in all material respects with the applicable requirements of the Securities Act and Exchange Act, the Exchange Act or the Xxxxxxxx-Xxxxx Act of 2002 (the “Xxxxxxxx-Xxxxx Act”), as the case may be, and the rules and the regulations of the SEC promulgated thereunder applicable thereto. None of to the Purchaser’s Subsidiaries is required to file any forms, reports or other documents with the SEC. None of the Purchaser SEC Reports, including any financial statements or schedules included or incorporated by reference thereinand (ii) did not, at the time it was filed (or transmitted (or, if amended or superseded by a subsequent filingfiling before the Agreement Date, as of then on the date of the last such amendment or superseding filing prior to the date hereoffiling) contained contain any untrue statement of a material fact or omitted omit to state a material fact required to be stated therein in such Purchaser SEC Report or necessary in order to make the statements thereinin such Purchaser SEC Report, in the light of the circumstances under which they were made, not misleading. Since January 1Except as disclosed on Schedule 5.4, 2016, no executive officer the Purchaser's disclosure controls ------------ and procedures (as defined in the rules and the regulations of the Purchaser has failed SEC promulgated under the Exchange Act) provide reasonable assurance that information required to make be disclosed by the certifications required of him or her under Section 302 or 906 of the Xxxxxxxx-Xxxxx Act with respect to any SEC Report (except as disclosed Company in certifications filed reports that it files with the SEC Reports). Since January 1under the Exchange Act is recorded, 2016 through processed, summarized and reported within the date hereof, neither the Purchaser nor any of its executive officers has received notice from any Governmental Entity challenging or questioning the accuracy, completeness, form or manner of filing of such certifications. The Purchaser is time periods specified in compliance in all material respects with all listing and governance requirements of the NYSE. As of the date of this Agreement, there are no outstanding or unresolved comments in comment letters received by the Purchaser from the SEC or its staff and, to the Purchaser’s knowledge, none of the SEC Reports is the subject of ongoing SEC review. There has been no material correspondence between the SEC and the Purchaser since January 1, 2016 through the date hereof that is not available on the SEC’s Electronic Data Gathering 's rules and Retrieval databaseforms. (b) The Each of the consolidated financial statements of (including, in each case, any related notes) contained in the Purchaser and its Subsidiaries filed with the SEC Reports comply Reports, complied as to form in all material respects with the applicable accounting requirements and the published rules and regulations of the SEC with respect thereto, have been was prepared in accordance with GAAP consistently applied during on a consistent basis throughout the periods and at the dates involved (except as may be indicated in the notes thereto or to such financial statements or, in the case of unaudited statements, as otherwise permitted by Form 10-Q with respect to any financial statements filed on Form 10-Q)promulgated by the SEC) and presented fairly, and fairly present in all material respects respects, the consolidated financial position of the Purchaser and its Subsidiaries each Purchaser Subsidiary as of the dates thereof their respective dates, and the consolidated results of its operations and cash flows for the periods then ended. (c) The Purchaser maintains disclosure controls and procedures and internal control over financial reporting (as such terms are defined in paragraphs (e) and (f)indicated, respectively, of Rule 13a-15 under the Exchange Act) as required by, and designed to address the matters contemplated by, Rule 13a-15 or 15d-15 under the Exchange Act. The Purchaser’s management has conducted an assessment of the Purchaser’s internal control over financial reporting in compliance with the requirements of Section 404 of the Xxxxxxxx-Xxxxx Act for the year ended December 31, 2017, and, based on such assessment, the Purchaser’s management (i) determined except that the effectiveness of the Purchaser’s internal controls over financial reporting, as of December 31, 2017, was as set forth in the Purchaser’s Annual Report on Form 10-K for the year ended December 31, 2017 and (ii) did not identify any fraud, or alleged fraud that resulted in an internal investigation, that involves management or other employees who have a role in the preparation of the Purchaser’s unaudited interim financial statements or in such controls. The Purchaser has disclosedwere subject to normal and recurring year-end adjustments, based on the most recent evaluation of its chief executive officer and its chief financial officer prior to the date of this Agreement, to the Purchaser’s auditors (1) any significant deficiencies and material weaknesses in the design or operation of its internal controls over financial reporting (as defined in Rule 13a-15(f) under the Exchange Act) that are reasonably likely to adversely affect the Purchaser’s ability to record, process, summarize and report financial information and (2) any fraud, to the knowledge of the Purchaser, whether or which were not material, that involves management or other employees who have a role in the preparation of the Purchaser’s financial statements or in Purchaser’s internal control over financial reporting. Since the end of the Purchaser’s most recent audited fiscal year, there has been (x) no additional material weakness in the Purchaser’s internal control over financial reporting (whether or not remediated) and (y) no change in the Purchaser’s internal control over financial reporting that has materially affected, or is reasonably likely to materially affect, the Purchaser’s internal control over financial reporting. (d) The Purchaser and its Subsidiaries have no liabilities or obligations (whether matured or unmatured, known or unknown, fixed or contingent or otherwise), that would be required expected to be set forth on a balance sheet prepared material in accordance with GAAP, except liabilities or obligations (i) reflected or reserved against in the consolidated balance sheet (or the notes thereto) of the Purchaser as of December 31, 2017 included in the SEC Reports, (ii) that were incurred after December 31, 2017 in the ordinary course of business consistent with past practice, (iii) incurred in connection with the transactions contemplated by this Agreement or (iv) which would not reasonably be expected to be, individually or in the aggregate, material to the Purchaser and its Subsidiaries, taken as a wholeamount.

Purchaser SEC Reports. (a) The Purchaser has timely filed or furnished all material forms, reports, schedules, forms, statements and other documents with the SEC required to be filed by it with the Purchaser U.S. Securities and Exchange Commission (the “SEC”) since January 1the consummation of the initial public offering of Purchaser’s securities, 2016 (collectively and together with any material amendments, restatements or supplements thereto, and all such forms, reports, schedules, statements and other documents required to be filed or furnished on a voluntary basis with under the SEC Securities Act or the Exchange Act (all such forms, reports, schedules, statements and all other documents filed with the SEC after the date hereof, and in each case including all financial statements included therein, exhibits and schedules thereto and documents incorporated by reference therein, collectively, the “Purchaser SEC Reports”). Except for any changes (including any required revisions to or restatements of the Parent Financial Statements (defined below) or the Parent SEC Reports) to (A) the Parent’s accounting or classification of the outstanding Parent Common Stock as temporary, as opposed to permanent, equity that may be required as a result of statements by the SEC staff or recommendations or requirements of the Parent’s auditors, or (B) the Parents historical or future accounting relating to any other guidance from the SEC staff after the date hereof relating to non-cash accounting matters (clauses (A) and (B) are referred to collectively as the “SEC ReportsSPAC Accounting Changes”; provided), that SEC Reports shall not include any registration statement which was not declared effective by the SEC or that did not become effective automatically upon filing (including any prospectus forming a part thereof)). As i) as of their respective dates dates, each of filingthe Purchaser SEC Reports complied in all material respects with the Securities Act or the Exchange Act (as the case may be) and all other Applicable Laws, and (ii) none of the Purchaser SEC Reports contained, when filed or, if amended or superseded by a filing prior to the date of this Agreement, on the date of such amended or superseded filing, or, in the case of a registration statement under the Securities Act, as of the date such registration statement is declared effective by the SEC, or, if amendedEffective Date, as of the date of the last amendment prior to the date hereofany such amendment, the SEC Reports complied as to form in all material respects with the requirements of the Securities Act, the Exchange Act or 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 thereto. None of the Purchaser’s Subsidiaries is required to file any forms, reports or other documents with the SEC. None of the SEC Reports, including any financial statements or schedules included or incorporated by reference therein, at the time filed or transmitted (or, if amended or superseded by a subsequent filing, as of the date of the last such amendment or superseding filing prior to the date hereof) contained any untrue statement of a material fact or omitted to state a material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading. Since January 1, 2016, no executive officer of the Purchaser has failed to make the certifications required of him or her under Section 302 or 906 of the Xxxxxxxx-Xxxxx Act with respect to any SEC Report (except as disclosed in certifications filed with the SEC Reports). Since January 1, 2016 through the date hereof, neither the Purchaser nor any of its executive officers has received notice from any Governmental Entity challenging or questioning the accuracy, completeness, form or manner of filing of such certifications. The Purchaser is in compliance in all material respects with all listing and governance requirements of the NYSE. As of the date of this Agreement, there are no outstanding or unresolved comments in comment letters received by the Purchaser from the SEC or its staff and, to the Purchaser’s knowledge, none of the SEC Reports is the subject of ongoing SEC review. There has been no material correspondence between the SEC and the Purchaser since January 1, 2016 through the date hereof that is not available on the SEC’s Electronic Data Gathering and Retrieval database. (b) The consolidated Except as a result of any SEC SPAC Accounting Changes, each of the financial statements included in the Purchaser SEC Reports, including all notes and schedules thereto, when filed or if amended prior to the Effective Date, as of the Purchaser and its Subsidiaries filed date of such amendment, modification, restatement, supplement or change, (a) complied with the SEC Reports comply Securities Act and/or Exchange Act (as to form in the case may be) and all material respects with applicable accounting requirements and the published rules and regulations of the SEC with respect theretoother Applicable Laws, have been (b) were prepared in accordance with GAAP generally accepted accounting principles historically and consistently applied in the United States and as in effect from time to time (“GAAP”) applied on a consistent basis during the periods and at the dates involved (except as may be indicated in the notes thereto or or, in the case of the unaudited statements, as otherwise permitted by Form Rule 10-Q with respect to any financial statements filed on Form 1001 of Regulation S-QX of the SEC), and (c) fairly present in all material respects in accordance with applicable requirements of GAAP (subject, in the consolidated case of the unaudited statements, to normal year-end audit adjustments) the financial position of the Purchaser and its Subsidiaries Purchaser, as of the their respective dates thereof and the consolidated results of operations and cash flows of Purchaser, for the periods then endedpresented therein. Each of the financial statements of Purchaser included in the Purchaser SEC Reports were derived from the books and records of Purchaser, which books and records are correct and complete in all material respects, and have been maintained in accordance with commercially reasonable business practices in all material respects. (c) The To Purchaser’s Knowledge, (i) none of the Purchaser maintains disclosure controls and procedures and internal control over financial reporting (as such terms SEC Reports are defined in paragraphs (e) the subject of ongoing SEC review or outstanding SEC comment, and (f)ii) neither the SEC nor any other Governmental Authority is conducting any investigation or review of Purchaser or any Purchaser SEC Report. No notice of any SEC review or investigation of the Purchaser or the Purchaser SEC Reports has been received by the Purchaser. Since the consummation of its initial public offering, respectivelyas of the Effective Date, all comment letters received by the Purchaser from the SEC or the staff thereof and all responses to such comment letters filed by or on behalf of the Purchaser are publicly available on the SEC’s XXXXX website. (d) Since the consummation of its initial public offering, the Purchaser has timely filed or furnished, as applicable, all certifications and statements required by (i) Rule 13a-15 under 13a-14 or Rule 15d-14 of the Exchange ActAct or (ii) as required by, and designed to address the matters contemplated by, Rule 13a-15 or 15d-15 under the Exchange Act. The Purchaser’s management has conducted an assessment of the Purchaser’s internal control over financial reporting in compliance with the requirements of 18 U.S.C. Section 404 1350 (Section 906 of the Xxxxxxxx-Xxxxx Act for the year ended December 31, 2017, and, based on such assessment, the Purchaser’s management (iof 2002) determined that the effectiveness of the Purchaser’s internal controls over financial reporting, as of December 31, 2017, was as set forth in the Purchaser’s Annual Report on Form 10-K for the year ended December 31, 2017 and (ii) did not identify with respect to any fraud, or alleged fraud that resulted in an internal investigation, that involves management or other employees who have a role in the preparation of the Purchaser’s financial statements or in such controls. The Purchaser has disclosed, based on the most recent evaluation of its chief executive officer and its chief financial officer prior to the date of this Agreement, to the Purchaser’s auditors (1) any significant deficiencies and material weaknesses in the design or operation of its internal controls over financial reporting (as defined in Rule 13a-15(f) under the Exchange Act) that are reasonably likely to adversely affect the Purchaser’s ability to record, process, summarize and report financial information and (2) any fraud, to the knowledge of the Purchaser, whether or not material, that involves management or other employees who have a role in the preparation of the Purchaser’s financial statements or in Purchaser’s internal control over financial reporting. Since the end of the Purchaser’s most recent audited fiscal year, there has been (x) no additional material weakness in the Purchaser’s internal control over financial reporting (whether or not remediated) and (y) no change in the Purchaser’s internal control over financial reporting that has materially affected, or is reasonably likely to materially affect, the Purchaser’s internal control over financial reporting. (d) The Purchaser and its Subsidiaries have no liabilities or obligations (whether matured or unmatured, known or unknown, fixed or contingent or otherwise), that would be required to be set forth on a balance sheet prepared in accordance with GAAP, except liabilities or obligations (i) reflected or reserved against in the consolidated balance sheet (or the notes thereto) of the Purchaser as of December 31, 2017 included in the SEC Reports, (ii) that were incurred after December 31and each such certification and statement is correct and complete. As used in this Section 7.3.6, 2017 the term “file” shall be broadly construed to include any manner in the ordinary course of business consistent with past practicewhich a document or information is furnished, (iii) incurred in connection with the transactions contemplated by this Agreement supplied or (iv) which would not reasonably be expected to be, individually or in the aggregate, material otherwise made available to the Purchaser and its Subsidiaries, taken as a wholeSEC.

Purchaser SEC Reports. (a) The Purchaser has timely filed all reports, schedules, forms, statements and other documents with the SEC required to be filed by the Purchaser since January 1, 2016 (collectively and together with all documents filed or furnished on a voluntary basis with the SEC and all documents filed with the SEC after the date hereof, and in each case including all exhibits and schedules thereto and documents incorporated by reference therein) since December 1, 2010 (the “Purchaser SEC ReportsDocuments”; provided, that SEC Reports shall not include any registration statement which was not declared effective by the SEC or that did not become effective automatically upon filing (including any prospectus forming a part thereof)). As of their respective dates of filing, or, if amended or superseded by a filing prior to the date of this Agreement, on the date of such amended or superseded filing, or, in the case of a registration statement under the Securities Act, as of the date such registration statement is declared effective by the SEC, or, if amended, as of the date of the last amendment prior to the date hereof, the Purchaser SEC Reports Documents complied as to form in all material respects with the applicable requirements of the Securities Act, Act and the Exchange Act or 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 thereto. None thereto as in effect on the date so filed, and none of the Purchaser’s Subsidiaries is required to file any forms, reports or other documents with the SEC. None of the Purchaser SEC Reports, including any financial statements or schedules included or incorporated by reference therein, Documents at the time it was filed or transmitted (or, if subsequently amended or superseded by a subsequent filing, as of the date of the last such amendment or superseding filing supplemented prior to the date hereof, at the time of such amendment or supplement) 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. Since January 1, 2016, no executive officer of the Purchaser has failed to make the certifications required of him or her under Section 302 or 906 of the Xxxxxxxx-Xxxxx Act with respect to any SEC Report (except as disclosed in certifications filed with the SEC Reports). Since January 1, 2016 through the date hereof, neither the Purchaser nor any of its executive officers has received notice from any Governmental Entity challenging or questioning the accuracy, completeness, form or manner of filing of such certifications. The Purchaser is in compliance in all material respects with all listing and governance requirements of the NYSE. As of the date of this Agreement, there are no outstanding or unresolved comments in comment letters received by the Purchaser from the SEC or its staff with respect to any of the Purchaser SEC Documents and, to the Knowledge of Purchaser’s knowledge, as of the date of this Agreement, none of the Purchaser SEC Reports Documents is the subject of any ongoing SEC review. There has been no material correspondence between the SEC and the Purchaser since January 1, 2016 through the date hereof that is not available on review by the SEC’s Electronic Data Gathering and Retrieval database. (b) The consolidated financial statements of the Since December 1, 2010, Purchaser has been and its Subsidiaries filed with the SEC Reports comply as to form is in compliance in all material respects with (i) the applicable accounting requirements provisions of the Xxxxxxxx-Xxxxx Act and (ii) the published applicable listing and corporate governance rules and regulations of the SEC with respect thereto, have been prepared in accordance with GAAP consistently applied during the periods and at the dates involved (except as may be indicated in the notes thereto or as otherwise permitted by Form 10-Q with respect to any financial statements filed on Form 10-Q), and fairly present in all material respects the consolidated financial position of the Purchaser and its Subsidiaries as of the dates thereof and the consolidated results of operations and cash flows for the periods then endedNew York Stock Exchange. (c) The Purchaser (i)Purchaser maintains disclosure controls and procedures and internal control over financial reporting (as such terms are defined in paragraphs (e) and (f), respectively, of Rule 13a-15 under the Exchange Act) as required by, and designed to address the matters contemplated by, by Rule 13a-15 or 15d-15 under the Exchange Act. The Purchaser’s management has conducted an assessment of the Purchaser’s internal control over financial reporting in compliance with the requirements of Section 404 of the Xxxxxxxx-Xxxxx Act for the year ended December 31, 2017, and, based on such assessment, the Purchaser’s management (i) determined that the effectiveness of the Purchaser’s internal controls over financial reporting, as of December 31, 2017, was as set forth in the Purchaser’s Annual Report on Form 10-K for the year ended December 31, 2017 and (ii) did not identify any fraud, or alleged fraud that resulted in an internal investigation, that involves management or other employees who have a role in the preparation of the Purchaser’s financial statements or in such controls. The Purchaser has disclosed, based on the most recent evaluation of its chief executive officer and its chief financial officer prior disclosed to the date of this Agreement, to the Purchaser’s auditors and the audit committee of Purchaser’s Board of Directors (1x) any significant deficiencies and material weaknesses in the design or operation of its internal controls over financial reporting (as defined in Rule 13a-15(f) under the Exchange Act) that are reasonably likely to adversely affect the Purchaser’s ability to record, process, summarize and report financial information and (2y) any fraud, to the knowledge Knowledge of the Purchaser, whether or not material, that involves management or other employees who have a significant role in the preparation of the Purchaser’s financial statements or in Purchaser’s internal control over financial reporting. Since Purchaser has not identified any significant deficiencies or material weaknesses in the end design or operation of the Purchaser’s most recent audited fiscal year, there has been (x) no additional material weakness in the Purchaser’s internal control over financial reporting (whether or not remediated) and (y) no change in the Purchaser’s internal control over financial reporting that has materially affected, or is reasonably likely to materially affect, the Purchaser’s internal control controls over financial reporting. Purchaser’s principal executive officer and principal financial officer have made, with respect to the Purchaser SEC Documents, all certifications required by the Xxxxxxxx-Xxxxx Act and any related rules and regulations promulgated by the SEC. (d) The audited consolidated financial statements and the unaudited quarterly financial statements (including, in each case, the notes and schedules thereto) of Purchaser included in the Purchaser SEC Documents (x) when filed complied as to form in all material respects with the published rules and regulations of the SEC with respect thereto, (y) have been prepared from the books and records of Purchaser and its Subsidiaries have no liabilities or obligations (whether matured or unmatured, known or unknown, fixed or contingent or otherwise), that would be required to be set forth on a balance sheet prepared and in all material respects in accordance with GAAPU.S. GAAP consistently applied and (z) on the basis described in clause (y), except liabilities or obligations (i) reflected or reserved against present fairly, in all material respects, the consolidated balance sheet (or the notes thereto) financial position of the Purchaser as of December 31, 2017 included the dates thereof and the consolidated results of operations and cash flows of Purchaser for the periods covered thereby (subject in the SEC Reports, case of unaudited statements to normal year-end audit adjustments (ii) that were incurred after December 31, 2017 in the ordinary course of business consistent with past practice, (iii) incurred in connection with the transactions contemplated by this Agreement or (iv) which would not reasonably be expected to be, individually or in be material) and the aggregate, material to the Purchaser absence of footnote disclosure and its Subsidiaries, taken as a wholeother presentation items that may be required by U.S. GAAP).

Purchaser SEC Reports. (a) The Purchaser has timely filed all reports, schedules, forms, statements and other documents with the SEC required to be filed by the Purchaser since Since January 1, 2016 (collectively and together with all documents 2019, Purchaser has filed or furnished on a voluntary timely basis with the SEC all registration statements, forms, reports, statements, certifications and all other documents filed with the SEC after the date hereof, and in each case (including all exhibits and schedules thereto and documents other information incorporated by reference therein, amendments and supplements thereto) with the SEC that have been required to be filed or furnished by it pursuant to applicable Laws prior to the date of this Agreement (the “Purchaser SEC Reports”; provided, that SEC Reports shall not include any registration statement which was not declared effective by the SEC or that did not become effective automatically upon filing (including any prospectus forming a part thereof)). As Each Purchaser SEC Report complied, as of their respective dates of filingits filing date, or, if amended or superseded by a subsequent filing made prior to the date of this Agreement, on the date of such amended or superseded filing, or, in the case of a registration statement under the Securities Act, as of the date such registration statement is declared effective by the SEC, or, if amended, as of the date of the last amendment prior to the date hereof, the SEC Reports complied as to form in all material respects with the requirements of the Securities Act, the Exchange Act or 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 thereto. None of the Purchaser’s Subsidiaries is required to file any forms, reports or other documents with the SEC. None of the SEC Reports, including any financial statements or schedules included or incorporated by reference therein, at the time filed or transmitted (or, if amended or superseded by a subsequent filing, as of the date of the last such amendment or superseding filing prior to the date hereof) contained of this Agreement, in all material respects with the applicable requirements of the Securities Act, the Exchange Act and the Xxxxxxxx-Xxxxx Act, as the case may be, and the applicable rules and regulations promulgated thereunder, each as in effect on the date that such Purchaser SEC Report was filed. True and complete copies of all Purchaser SEC Reports are publicly available in the Electronic Data Gathering, Analysis and Retrieval database of the SEC. No Subsidiary of Purchaser is required to file any forms, reports or documents with the SEC. As of the time of filing with the SEC (or, if amended or superseded by a subsequent filing made prior to the date of this Agreement, as of the date of the last such amendment or superseding filing prior to the date of this Agreement), none of the Purchaser SEC Reports contained, when filed, any untrue statement of a material fact or omitted to state a any material fact required to be stated or incorporated by reference therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading. Since January 1, 2016, no executive officer of except to the extent that the information in such Purchaser SEC Reports has failed to make the certifications required of him been amended or her under Section 302 or 906 of the Xxxxxxxx-Xxxxx Act with respect to any superseded by a later Purchaser SEC Report (except as disclosed in certifications filed with the SEC Reports). Since January 1, 2016 through the date hereof, neither the Purchaser nor any of its executive officers has received notice from any Governmental Entity challenging or questioning the accuracy, completeness, form or manner of filing of such certifications. The Purchaser is in compliance in all material respects with all listing and governance requirements of the NYSE. As of prior to the date of this Agreement, there . There are no outstanding or unresolved comments in comment letters received by the any Purchaser Entity from the SEC or its staff and, to the Purchaser’s knowledge, none of the SEC Reports is the subject of ongoing SEC reviewstaff. There has been no material correspondence between the SEC and the Purchaser since January 1, 2016 through the date hereof 2019 that is not available on the SEC’s Electronic Data Gathering and Retrieval database. (b) The consolidated financial statements of the Purchaser and its Subsidiaries filed with the SEC Reports comply as to form in all material respects with applicable accounting requirements and the published rules and regulations of the SEC with respect thereto, have been prepared in accordance with GAAP consistently applied during the periods and at the dates involved (except as may be indicated in the notes thereto or as otherwise permitted by Form 10-Q with respect to any financial statements filed on Form 10-Q), and fairly present in all material respects the consolidated financial position of the Purchaser and its Subsidiaries as of the dates thereof and the consolidated results of operations and cash flows for the periods then ended. (c) The Purchaser maintains disclosure controls and procedures and internal control over financial reporting (as such terms are defined in paragraphs (e) and (f), respectively, of Rule 13a-15 under the Exchange Act) as required by, and designed to address the matters contemplated by, Rule 13a-15 or 15d-15 under the Exchange Act. The Purchaser’s management has conducted an assessment of the Purchaser’s internal control over financial reporting in compliance with the requirements of Section 404 of the Xxxxxxxx-Xxxxx Act for the year ended December 31, 2017, and, based on such assessment, the Purchaser’s management (i) determined that the effectiveness of the Purchaser’s internal controls over financial reporting, as of December 31, 2017, was as set forth in the Purchaser’s Annual Report on Form 10-K for the year ended December 31, 2017 and (ii) did not identify any fraud, or alleged fraud that resulted in an internal investigation, that involves management or other employees who have a role in the preparation of the Purchaser’s financial statements or in such controlsPurchaser SEC Reports. The Purchaser has disclosed, based on the most recent evaluation of its chief executive officer and its chief financial officer prior to the date of this Agreement, to the Purchaser’s auditors (1) any significant deficiencies and material weaknesses in the design or operation of its internal controls over financial reporting (as defined in Rule 13a-15(f) under the Exchange Act) that are reasonably likely to adversely affect the Purchaser’s ability to record, process, summarize and report financial information and (2) any fraud, to the knowledge of the Purchaser, whether or not material, that involves management or other employees who have a role in the preparation of the Purchaser’s financial statements or in Purchaser’s internal control over financial reporting. Since the end of the Purchaser’s most recent audited fiscal year, there has been (x) no additional material weakness in the Purchaser’s internal control over financial reporting (whether or not remediated) and (y) no change in the Purchaser’s internal control over financial reporting that has materially affected, or is reasonably likely to materially affect, the Purchaser’s internal control over financial reporting. (d) The Purchaser and its Subsidiaries have no liabilities or obligations (whether matured or unmatured, known or unknown, fixed or contingent or otherwise), that would be required to be set forth on a balance sheet prepared in accordance with GAAP, except liabilities or obligations (i) reflected or reserved against in the consolidated balance sheet (or the notes thereto) None of the Purchaser as SEC Reports is the subject of December 31, 2017 included in ongoing SEC review and there are no inquiries or inspections by the SEC Reportsregarding the accounting practices of Purchaser. No Subsidiary of Purchaser is subject to the periodic reporting requirements of the Exchange Act or is otherwise required to file any periodic forms, (ii) that were incurred after December 31reports, 2017 in the ordinary course of business consistent with past practiceschedules, (iii) incurred in connection statements or other documents with the transactions contemplated by this Agreement or (iv) which would not reasonably be expected to be, individually or in the aggregate, material to the Purchaser and its Subsidiaries, taken as a wholeSEC.

Purchaser SEC Reports. (a) The Purchaser has timely filed and made available to the Company all reports, schedules, forms, statements reports and other documents documents, together with the SEC any amendments, required to be filed by Purchaser with the SEC, including without limitation the Purchaser's Proxy Statement dated April 10, 2001 relating to the Purchaser's annual meeting of stockholders (collectively, the "Purchaser SEC Reports"). Each of the Purchaser since January 1SEC Reports, 2016 (collectively and together with all documents as well as any Purchaser SEC Reports filed or furnished on a voluntary basis with the SEC and all documents filed with the SEC after the date hereofof this Agreement until the Closing, (i) at the time it was filed or will be filed, complied or will comply in all material respects with the applicable requirements of the Securities Act and Exchange Act as the case may be, and in each case including all exhibits and schedules thereto and documents incorporated by reference therein, the “SEC Reports”; provided, that SEC Reports shall not include any registration statement which was not declared effective by the SEC or that (ii) did not become effective automatically upon filing at the time it was filed (including any prospectus forming a part thereof)). As of their respective dates of filing, or, or if amended or superseded by a filing prior to the date of this Agreement, then on the date of such amended filing) or superseded filing, or, in the case of a registration statement under the Securities Act, as of the date such registration statement is declared effective by the SEC, or, if amended, as of the date of the last amendment prior to the date hereof, the SEC Reports complied as to form in all material respects with the requirements of the Securities Act, the Exchange Act or 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 thereto. None of the Purchaser’s Subsidiaries is required to file any forms, reports or other documents with the SEC. None of the SEC Reports, including any financial statements or schedules included or incorporated by reference therein, will not at the time filed or transmitted (or, if amended or superseded by a subsequent filing, as of the date of the last such amendment or superseding filing prior to the date hereof) contained contain any untrue statement of a material fact or omitted omit to state a material fact required to be stated therein in such Purchaser SEC Report or necessary in order to make the statements thereinin such Purchaser SEC Report, in the light of the circumstances under which they were made, not misleading. Since January 1, 2016, no executive officer of the Purchaser has failed to make the certifications required of him or her under Section 302 or 906 of the Xxxxxxxx-Xxxxx Act with respect to any SEC Report (except as disclosed in certifications filed with the SEC Reports). Since January 1, 2016 through the date hereof, neither the Purchaser nor any of its executive officers has received notice from any Governmental Entity challenging or questioning the accuracy, completeness, form or manner of filing of such certifications. The Purchaser is in compliance in all material respects with all listing and governance requirements of the NYSE. As of the date of this Agreement, there are no outstanding or unresolved comments in comment letters received by the Purchaser from the SEC or its staff and, to the Purchaser’s knowledge, none of the SEC Reports is the subject of ongoing SEC review. There has been no material correspondence between the SEC and the Purchaser since January 1, 2016 through the date hereof that is not available on the SEC’s Electronic Data Gathering and Retrieval database. (b) The Each of the consolidated financial statements of (including, in each case, any related notes) contained in the Purchaser and its Subsidiaries filed with the SEC Reports, including any Purchaser SEC Reports filed after the date of this Agreement until the Closing, complied or will comply as to form in all material respects with the applicable accounting requirements and the published rules and regulations of the SEC with respect thereto, have been was or will be prepared in accordance with GAAP consistently applied during on a consistent basis throughout the periods and at the dates involved (except as may be indicated in the notes thereto or to such financial statements or, in the case of unaudited statements, as otherwise permitted by Form 10-Q with respect to any financial statements filed on Form 10-Q)promulgated by the SEC) and presented fairly or will present fairly, and fairly present in all material respects respects, the consolidated financial position of the Purchaser and its Subsidiaries as of the dates thereof their respective dates, and the consolidated results of its operations and cash flows for the periods then ended. (c) The Purchaser maintains disclosure controls and procedures and internal control over financial reporting (as such terms are defined in paragraphs (e) and (f)indicated, respectively, of Rule 13a-15 under the Exchange Act) as required by, and designed to address the matters contemplated by, Rule 13a-15 or 15d-15 under the Exchange Act. The Purchaser’s management has conducted an assessment of the Purchaser’s internal control over financial reporting in compliance with the requirements of Section 404 of the Xxxxxxxx-Xxxxx Act for the year ended December 31, 2017, and, based on such assessment, the Purchaser’s management (i) determined except that the effectiveness of the Purchaser’s internal controls over financial reporting, as of December 31, 2017, was as set forth in the Purchaser’s Annual Report on Form 10-K for the year ended December 31, 2017 and (ii) did not identify any fraud, or alleged fraud that resulted in an internal investigation, that involves management or other employees who have a role in the preparation of the Purchaser’s unaudited interim financial statements were or in such controls. The Purchaser has disclosed, based on the most recent evaluation of its chief executive officer are subject to normal and its chief financial officer prior to the date of this Agreement, to the Purchaser’s auditors (1) any significant deficiencies and material weaknesses in the design recurring year-end adjustments which were not or operation of its internal controls over financial reporting (as defined in Rule 13a-15(f) under the Exchange Act) that are reasonably likely to adversely affect the Purchaser’s ability to record, process, summarize and report financial information and (2) any fraud, to the knowledge of the Purchaser, whether or not material, that involves management or other employees who have a role in the preparation of the Purchaser’s financial statements or in Purchaser’s internal control over financial reporting. Since the end of the Purchaser’s most recent audited fiscal year, there has been (x) no additional material weakness in the Purchaser’s internal control over financial reporting (whether or not remediated) and (y) no change in the Purchaser’s internal control over financial reporting that has materially affected, or is reasonably likely to materially affect, the Purchaser’s internal control over financial reporting. (d) The Purchaser and its Subsidiaries have no liabilities or obligations (whether matured or unmatured, known or unknown, fixed or contingent or otherwise), that would be required expected to be set forth on a balance sheet prepared material in accordance with GAAP, except liabilities or obligations (i) reflected or reserved against in the consolidated balance sheet (or the notes thereto) of the Purchaser as of December 31, 2017 included in the SEC Reports, (ii) that were incurred after December 31, 2017 in the ordinary course of business consistent with past practice, (iii) incurred in connection with the transactions contemplated by this Agreement or (iv) which would not reasonably be expected to be, individually or in the aggregate, material to the Purchaser and its Subsidiaries, taken as a wholeamount.

Purchaser SEC Reports. (a) The Purchaser has timely filed all reports, schedules, forms, statements and other documents with the SEC required to be filed by the Purchaser since January 1, 2016 (collectively and together with all documents filed or furnished on a voluntary basis with the SEC and all documents filed with the SEC after the date hereof, and in each case including all exhibits and schedules thereto and documents incorporated by reference therein) since December 1, 2010 (the “Purchaser SEC ReportsDocuments”; provided, that SEC Reports shall not include any registration statement which was not declared effective by the SEC or that did not become effective automatically upon filing (including any prospectus forming a part thereof)). As of their respective dates of filing, or, if amended or superseded by a filing prior to the date of this Agreement, on the date of such amended or superseded filing, or, in the case of a registration statement under the Securities Act, as of the date such registration statement is declared effective by the SEC, or, if amended, as of the date of the last amendment prior to the date hereof, the Purchaser SEC Reports Documents complied as to form in all material respects with the applicable requirements of the Securities Act, Act and the Exchange Act or 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 thereto. None thereto as in effect on the date so filed, and none of the Purchaser’s Subsidiaries is required to file any forms, reports or other documents with the SEC. None of the Purchaser SEC Reports, including any financial statements or schedules included or incorporated by reference therein, Documents at the time it was filed or transmitted (or, if subsequently amended or superseded by a subsequent filing, as of the date of the last such amendment or superseding filing supplemented prior to the date hereof, at the time of such amendment or supplement) 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. Since January 1, 2016, no executive officer of the Purchaser has failed to make the certifications required of him or her under Section 302 or 906 of the Xxxxxxxx-Xxxxx Act with respect to any SEC Report (except as disclosed in certifications filed with the SEC Reports). Since January 1, 2016 through the date hereof, neither the Purchaser nor any of its executive officers has received notice from any Governmental Entity challenging or questioning the accuracy, completeness, form or manner of filing of such certifications. The Purchaser is in compliance in all material respects with all listing and governance requirements of the NYSE. As of the date of this Agreement, there are no outstanding or unresolved comments in comment letters received by the Purchaser from the SEC or its staff with respect to any of the Purchaser SEC Documents and, to the Knowledge of Purchaser’s knowledge, as of the date of this Agreement, none of the Purchaser SEC Reports Documents is the subject of any ongoing SEC review. There has been no material correspondence between the SEC and the Purchaser since January 1, 2016 through the date hereof that is not available on review by the SEC’s Electronic Data Gathering and Retrieval database. (b) The consolidated financial statements of the Since December 1, 2010, Purchaser has been and its Subsidiaries filed with the SEC Reports comply as to form is in compliance in all material respects with (i) the applicable accounting requirements provisions of the Xxxxxxxx-Xxxxx Act and (ii) the published applicable listing and corporate governance rules and regulations of the SEC with respect thereto, have been prepared in accordance with GAAP consistently applied during the periods and at the dates involved (except as may be indicated in the notes thereto or as otherwise permitted by Form 10-Q with respect to any financial statements filed on Form 10-Q), and fairly present in all material respects the consolidated financial position of the Purchaser and its Subsidiaries as of the dates thereof and the consolidated results of operations and cash flows for the periods then endedNew York Stock Exchange. (ci) The Purchaser maintains disclosure controls and procedures and internal control over financial reporting (as such terms are defined in paragraphs (e) and (f), respectively, of Rule 13a-15 under the Exchange Act) as required by, and designed to address the matters contemplated by, by Rule 13a-15 or 15d-15 under the Exchange Act. The Purchaser’s management has conducted an assessment of the Purchaser’s internal control over financial reporting in compliance with the requirements of Section 404 of the Xxxxxxxx-Xxxxx Act for the year ended December 31, 2017, and, based on such assessment, the Purchaser’s management (i) determined that the effectiveness of the Purchaser’s internal controls over financial reporting, as of December 31, 2017, was as set forth in the Purchaser’s Annual Report on Form 10-K for the year ended December 31, 2017 and (ii) did not identify any fraud, or alleged fraud that resulted in an internal investigation, that involves management or other employees who have a role in the preparation of the Purchaser’s financial statements or in such controls. The Purchaser has disclosed, based on the most recent evaluation of its chief executive officer and its chief financial officer prior disclosed to the date of this Agreement, to the Purchaser’s auditors and the audit committee of Purchaser’s Board of Directors (1x) any significant deficiencies and material weaknesses in the design or operation of its internal controls over financial reporting (as defined in Rule 13a-15(f) under the Exchange Act) that are reasonably likely to adversely affect the Purchaser’s ability to record, process, summarize and report financial information and (2y) any fraud, to the knowledge Knowledge of the Purchaser, whether or not material, that involves management or other employees who have a significant role in the preparation of the Purchaser’s financial statements or in Purchaser’s internal control over financial reporting. Since Purchaser has not identified any significant deficiencies or material weaknesses in the end design or operation of the Purchaser’s most recent audited fiscal year, there has been (x) no additional material weakness in the Purchaser’s internal control over financial reporting (whether or not remediated) and (y) no change in the Purchaser’s internal control over financial reporting that has materially affected, or is reasonably likely to materially affect, the Purchaser’s internal control controls over financial reporting. Purchaser’s principal executive officer and principal financial officer have made, with respect to the Purchaser SEC Documents, all certifications required by the Xxxxxxxx-Xxxxx Act and any related rules and regulations promulgated by the SEC. (d) The audited consolidated financial statements and the unaudited quarterly financial statements (including, in each case, the notes and schedules thereto) of Purchaser included in the Purchaser SEC Documents (x) when filed complied as to form in all material respects with the published rules and regulations of the SEC with respect thereto, (y) have been prepared from the books and records of Purchaser and its Subsidiaries have no liabilities or obligations (whether matured or unmatured, known or unknown, fixed or contingent or otherwise), that would be required to be set forth on a balance sheet prepared and in all material respects in accordance with GAAPU.S. GAAP consistently applied and (z) on the basis described in clause (y), except liabilities or obligations (i) reflected or reserved against present fairly, in all material respects, the consolidated balance sheet (or the notes thereto) financial position of the Purchaser as of December 31, 2017 included the dates thereof and the consolidated results of operations and cash flows of Purchaser for the periods covered thereby (subject in the SEC Reports, case of unaudited statements to normal year-end audit adjustments (ii) that were incurred after December 31, 2017 in the ordinary course of business consistent with past practice, (iii) incurred in connection with the transactions contemplated by this Agreement or (iv) which would not reasonably be expected to be, individually or in be material) and the aggregate, material to the Purchaser absence of footnote disclosure and its Subsidiaries, taken as a wholeother presentation items that may be required by U.S. GAAP).