Common use of Reports and Financial Statements Clause in Contracts

Reports and Financial Statements. (a) Parent has filed or furnished all forms, documents and reports, schedules, certifications, prospectuses, registration and other statements required to be filed or furnished prior to the date hereof by it with the SEC since January 1, 2020 (all such documents and reports filed or furnished by Parent or any of its Subsidiaries, the “Parent SEC Documents”). As of their respective dates or, if amended, as of the date of the last such amendment, the Parent SEC Documents complied in all material respects with the requirements of the Securities Act and the Exchange Act, as the case may be and none of the Parent SEC Documents contained any untrue statement of a material fact or omitted to state any material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they were made, not misleading, except that information set forth in the Parent SEC Documents as of a later date (but before the date of this Agreement) will be deemed to modify information as of an earlier date. (b) The consolidated financial statements (including all related notes and schedules) of Parent included in the Parent SEC Documents fairly present in all material respects the consolidated financial position of Parent and its consolidated Subsidiaries, as at the respective dates thereof (if amended, as of the date of the last such amendment), and the consolidated results of their operations and their consolidated cash flows for the respective periods then ended (subject, in the case of the unaudited statements, to normal year-end audit adjustments and to any other adjustments described therein, including the notes thereto) in conformity with GAAP (except, in the case of the unaudited statements, as permitted by the SEC) applied on a consistent basis during the periods involved (except as may be indicated therein or in the notes thereto).

Reports and Financial Statements. (a) Parent has timely filed or furnished all forms, documents and reports, schedules, certifications, prospectuses, registration and other statements reports required to be filed or furnished prior with the SEC pursuant to the date hereof Exchange Act or the Securities Act, and has previously provided or made available to the Company true and complete copies of all reports filed by it Parent with the SEC since January 1, 2020 2003 (all such documents and reports filed or furnished by Parent or any of its Subsidiaries, the “Parent SEC DocumentsReports”). As Such SEC Reports, as of their respective dates ordates, if amended, as of the date of the last such amendment, the Parent SEC Documents complied in all material respects with the applicable requirements of the Securities Act and the Exchange Act, as the case may be be, and none of the Parent such SEC Documents Reports, as of its date, contained any untrue statement of a material fact or omitted to state any a material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they were made, not misleading, except . Except to the extent that information set forth contained in such SEC Reports has been revised, supplemented, amended or superceded by later-filed SEC Reports, or has otherwise become immaterial, none of the Parent SEC Documents as Reports contains any untrue statement of a later date (but before material fact or omits to state a material fact required to be stated therein or necessary in order to make the date statements made therein, in the light of this Agreement) will be deemed to modify information as of an earlier date. (b) the circumstances under which they were made, not misleading. The consolidated financial statements (of Parent, including all related the notes and schedules) of Parent thereto, included in the Parent SEC Documents Reports have been prepared in accordance with GAAP consistently applied (except as otherwise stated in the footnotes to the financial statements) and fairly present in all material respects the consolidated financial position condition of Parent and its consolidated Subsidiaries, as at the respective dates thereof (if amended, as of the date of the last such amendment), dates thereof and the consolidated results of their operations and their consolidated cash flows for the respective periods then ended (subject, in the case of the unaudited statements, to normal year-end audit adjustments and to any other adjustments described therein, including the notes thereto) in conformity with GAAP (except, in the case of the unaudited statements, as permitted by the SEC) applied on a consistent basis during the periods involved (except as may be indicated therein or in the notes thereto)ended.

Reports and Financial Statements. The filings required to be made by Parent and its subsidiaries since January 1, 1996 under the Securities Act, the Exchange Act, the 1935 Act, the Federal Power Act, as amended (a) Parent has the "Power Act"), and applicable state public utility laws and regulations have been filed with the SEC, the FERC or furnished the appropriate state public utilities commission, as the case may be, including all forms, documents and statements, reports, schedulesagreements and all documents, certificationsexhibits, prospectusesamendments and supplements appertaining thereto, and complied, as of their respective dates, in all material respects with all applicable requirements of the appropriate statute and the rules and regulations thereunder. Parent has made available to the Company a true and complete copy of each report, schedule, registration statement and other statements required to be definitive proxy statement filed by Parent or furnished prior to the date hereof by it its predecessor with the SEC since January 1, 2020 1996 (all as such documents and reports filed or furnished by Parent or any have since the time of its Subsidiariestheir filing been amended, the “"Parent SEC Documents”Reports"). As of their respective dates or, if amended, as of the date of the last such amendmentdates, the Parent SEC Documents complied in all material respects with the requirements of the Securities Act and the Exchange Act, as the case may be and none of the Parent SEC Documents contained Reports did not contain any untrue statement of a material fact or omitted omit to state any a material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they were made, not misleading, except that information set forth in the Parent SEC Documents as of a later date (but before the date of this Agreement) will be deemed to modify information as of an earlier date. (b) . The audited consolidated financial statements (including all related notes and schedules) unaudited interim financial statements of Parent included in the Parent SEC Documents fairly present Reports (collectively, the "Parent Financial Statements") have been prepared in all material respects the consolidated financial position of Parent and its consolidated Subsidiaries, as at the respective dates thereof (if amended, as of the date of the last such amendment), and the consolidated results of their operations and their consolidated cash flows for the respective periods then ended (subject, in the case of the unaudited statements, to normal year-end audit adjustments and to any other adjustments described therein, including the notes thereto) in conformity accordance with GAAP (except, in the case of the unaudited statements, as permitted by the SEC) applied on a consistent basis during the periods involved (except as may be indicated therein or in the notes thereto)thereto and except with respect to unaudited statements as permitted by Form 10-Q of the SEC) and fairly present the consolidated financial position of Parent as of the dates thereof and the consolidated results of its operations and cash flows for the periods then ended. True, accurate and complete copies of the articles of incorporation and by-laws of Parent as in effect on the date hereof, have been made available to the Company.

Reports and Financial Statements. (a) Parent has filed or furnished all forms, documents and reports, schedulesstatements, certifications, prospectuses, registration documents and other statements reports required to be filed or furnished prior to the date hereof by it with the SEC since January 1, 2020 (all such documents as amended and reports filed or furnished by Parent or any of its Subsidiariessupplemented from time to time, the “Parent SEC Documents”). As , each of their respective dates which, in each case as of its date, or, if amended, as of finally amended prior to the date of the last such amendmentthis Agreement, the Parent SEC Documents complied as to form in all material respects with the applicable requirements of the Securities Act, the Exchange Act and the Exchange Xxxxxxxx-Xxxxx Act, as the case may be be, and the applicable rules and regulations promulgated thereunder, as of the date filed with the SEC, and none of the Parent SEC Documents contained any untrue statement of a material fact or omitted to state any material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they were made, not misleading, except that information set forth in the Parent SEC Documents as . As of a later date (but before the date of this Agreement) will be deemed , there are no outstanding or unresolved comments received from the SEC with respect to modify information as any of an earlier datethe Parent SEC Documents, and, to the Knowledge of Parent, none of the Parent SEC Documents is the subject of ongoing SEC review or investigation. (b) The consolidated financial statements (including all related notes and schedules) of Parent and its Significant Subsidiaries included in the Parent SEC Documents (if amended, as of the date of the last such amendment) fairly present presented in all material respects the consolidated financial position of Parent and its consolidated Significant Subsidiaries, as at the respective dates thereof (if amended, as of the date of the last such amendment)thereof, and the consolidated results of their operations and their consolidated cash flows for the respective periods then ended (subject, in the case of the unaudited statements, to normal year-end audit adjustments and to any other adjustments described therein, including the notes thereto) ), and were prepared in all material respects in conformity with GAAP (except, in the case of the unaudited statements, as permitted by the SEC) applied on a consistent basis during the periods involved (except as may be indicated therein or in the notes thereto). None of the Significant Subsidiaries of Parent is required to file periodic reports with the SEC.

Reports and Financial Statements. (a) Since January 1, 2001, Parent has filed or furnished with the SEC all material forms, documents and reports, schedules, certificationsregistration statements, prospectuses, registration reports, schedules and other statements required to be filed or furnished prior to the date hereof by it with the SEC since January 1documents (including all exhibits, 2020 post-effective amendments and supplements thereto) (all such documents and reports filed or furnished by Parent or any of its Subsidiaries, the “Parent SEC Documents”). As of their respective dates or, if amended, as of the date of the last such amendment, the Parent SEC Documents complied in all material respects with the requirements ) required to be filed by it under each of the Securities Act and the Exchange Act, all of which, as amended if applicable, complied in all material respects as to form with all applicable requirements of the case may be appropriate Act, SOX and none the rules and regulations thereunder. As of their respective dates (taking into account any amendments or supplements filed prior to the date hereof), the Parent SEC Documents contained did not contain any untrue statement of a material fact or omitted omit to state any a material fact required to be stated therein or necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading, except that information set forth in the Parent SEC Documents as of a later date (but before the date of this Agreement) will be deemed to modify information as of an earlier date. (b) Each of the principal executive officer of Parent and the principal financial officer of Parent (or each former principal executive officer of Parent and each former principal financial officer of Parent, as applicable) has made all certifications required by Rule 13a-14 or 15d-14 under the Exchange Act or Sections 302 and 906 of SOX and the rules and regulations of the SEC promulgated thereunder with respect to the Parent SEC Documents, and to the Knowledge of Parent, the statements contained in such certifications are true and correct. For purposes of this Section 4.05(b), “principal executive officer” and “principal financial officer” shall have the meanings given to such terms in SOX. Neither Parent nor any of its Subsidiaries has outstanding, or has arranged any outstanding, “extensions of credit” to directors or executive officers within the meaning of Section 402 of SOX. (c) The consolidated financial statements (including all related notes and schedules) of Parent included in the Parent SEC Documents fairly present comply as to form, as of their respective dates of filing with the SEC, in all material respects with applicable accounting requirements and the consolidated financial position of Parent published rules and its consolidated Subsidiaries, as at the respective dates thereof (if amended, as regulations of the date of the last such amendment)SEC with respect thereto, and the consolidated results of their operations and their consolidated cash flows for the respective periods then ended (subject, have been prepared in the case of the unaudited statements, to normal year-end audit adjustments and to any other adjustments described therein, including the notes thereto) in conformity accordance with GAAP (except, in the case of the unaudited statements, as permitted by Form 10-Q or 8-K or the applicable rules of the SEC) applied on a consistent basis during the periods involved (except as may be indicated therein or in the notes thereto) and fairly present the consolidated financial position of Parent and its consolidated Subsidiaries as of the dates thereof and the consolidated results of their operations and cash flows for the periods then ended (subject, in the case of unaudited statements, to normal year-end audit adjustments which are not material). The books and records of Parent and its Subsidiaries are maintained in all material respects in accordance with GAAP and any other applicable legal and accounting requirements. (d) Neither Parent nor any of its Subsidiaries is a party to, or has any commitment to become a party to, any joint venture, off-balance sheet partnership or any similar contract or arrangement (including any contract or arrangement relating to any transaction or relationship between or among Parent and any of its Subsidiaries, on the one hand, and any unconsolidated Affiliate, including any structured finance, special purpose or limited purpose entity or Person, on the other hand or any “off-balance sheet arrangements” (as defined in Item 303(a) of Regulation S-K of the SEC)), where the result, purpose or intended effect of such contract or arrangement is to avoid disclosure of any material transaction involving, or material Liabilities of, Parent or any of its Subsidiaries in Parent’s or such Subsidiary’s published financial statements or other the Parent SEC Documents. (e) Parent maintains a system of internal accounting controls sufficient to provide reasonable assurance that: (i) transactions are executed in accordance with management’s general or specific authorizations; (ii) transactions are recorded as necessary to permit preparation of financial statements in conformity with GAAP and to maintain asset accountability; (iii) access to assets is permitted only in accordance with management’s general or specific authorization; and (iv) the recorded accountability for assets is compared with the existing assets at reasonable intervals and appropriate action is taken with respect to any differences. (f) Parent has in place the “disclosure controls and procedures” (as defined in Rules 13a-15(e) and 15d-15(e) of the Exchange Act) required in order for the Chief Executive Officer and Chief Financial Officer of Parent to engage in the review and evaluation process mandated by the Exchange Act and the rules promulgated thereunder. Parent’s “disclosure controls and procedures” are reasonably designed to ensure that all information (both financial and non-financial) required to be disclosed by Parent in the reports that it files or submits under the Exchange Act is recorded, processed, summarized and reported within the time periods specified in the rules and forms of the SEC, and that all such information is accumulated and communicated to Parent’s management as appropriate to allow timely decisions regarding required disclosure and to make the certifications of the Chief Executive Officer and Chief Financial Officer of Parent required under the Exchange Act with respect to such reports. (g) Except as otherwise disclosed in the Parent SEC Documents, since December 31, 2000, Parent has not received from its independent auditors any oral or written notification of a (x) ”reportable condition” or (y) ”material weakness” in Parent’s internal controls. For purposes of this Agreement, the terms “reportable condition” and “material weakness” shall have the meanings assigned to them in the Statements of Auditing Standards 60, as in effect on the date hereof.

Reports and Financial Statements. (a) Parent Rowan and each of its Subsidiaries has timely filed with or furnished to the SEC all forms, documents and reports, schedules, certificationsforms, prospectuses, registration statements and other statements documents required to be filed or furnished prior to the date hereof by it with the SEC since January 1, 2020 2016 (all such documents and reports filed or furnished by Parent Rowan or any of its Subsidiaries, the “Parent Rowan SEC Documents”)) and Rowan has filed prior to the date hereof all material returns, particulars, resolutions and documents required to be filed or to be delivered on behalf of Rowan with the Registrar of Companies in England and Wales. As of their respective dates of filing or, in the case of Rowan SEC Documents that are registration statements filed pursuant to the requirements of the Securities Act, their respective dates of effectiveness, or, if amendedamended prior to the date hereof, as of the date of the last such amendment, the Parent Rowan SEC Documents complied in all material respects with the requirements of the Securities Act, the Exchange Act and the Exchange Xxxxxxxx-Xxxxx Act of 2002 and the rules and regulations promulgated thereunder (the “Xxxxxxxx-Xxxxx Act”), as the case may be be, and none of the Parent Rowan SEC Documents contained any untrue statement of a material fact or omitted to state any material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they were made, not misleading, except that information set forth in the Parent Rowan SEC Documents as of a later date (but before the date of this Agreementhereof) will be deemed to modify information as of an earlier date. (b) The consolidated financial statements (including all related notes and schedulesschedules thereto) of Parent Rowan included in the Parent Rowan SEC Documents (i) fairly present in all material respects the consolidated financial position of Parent Rowan and its consolidated Subsidiaries, as at the respective dates thereof (if amended, as of the date of the last such amendment)thereof, and the consolidated results of their operations and their consolidated cash flows for the respective periods then ended (subject, in the case of the unaudited statements, to normal year-end audit adjustments and to any other adjustments described therein), including the notes thereto(ii) were prepared in conformity with GAAP U.S. generally accepted accounting principles (“GAAP”) (except, in the case of the unaudited statements, as permitted by applicable rules and regulations of the SEC) applied on a consistent basis during the periods involved (except as may be indicated therein or in the notes thereto), (iii) have been prepared from, and are in accordance with, the books and records of Rowan and its consolidated Subsidiaries and (iv) comply in all material respects with the applicable accounting requirements and with the rules and regulations of the SEC, the Exchange Act and the Securities Act. (c) There are no outstanding or unresolved comments from, or unresolved issues raised by, the staff of the SEC relating to the Rowan SEC Documents. Rowan has heretofore made available to Ensco true, correct and complete copies of all written correspondence between Rowan and the SEC occurring since January 1, 2015. None of the Rowan SEC Documents is, to the knowledge of Rowan, the subject of ongoing SEC review, and no enforcement action has been initiated against Rowan relating to disclosures contained in or omitted from any Rowan SEC Document. (d) Neither Rowan nor any of its Subsidiaries is a party to, nor does it have any commitment to become a party to, any joint venture, off-balance sheet partnership or any similar contract (including any contract relating to any transaction or relationship between or among Rowan or any of its Subsidiaries, on the one hand, and any unconsolidated affiliate, including any structured finance, special purpose or limited purpose entity or person, on the other hand) or any “off-balance sheet arrangements” (as defined in Item 303(a) of Regulation S-K of the SEC), where the result, purpose or effect of such contract is to avoid disclosure of any material transaction involving, or material liabilities of, Rowan or any of its Subsidiaries in Rowan’s financial statements or other Rowan SEC Documents.

Reports and Financial Statements. (ai) Parent From December 31, 2010 through the date of this Agreement, Warner Chilcott has filed or furnished all forms, documents and reports, schedules, certifications, prospectuses, registration reports (including exhibits and other statements information incorporated therein) required to be filed or furnished prior to the date hereof by it with the SEC since January 1, 2020 (all such documents and reports filed or furnished by Parent or any of its Subsidiaries, the “Parent Warner Chilcott SEC Documents”). As of their respective dates dates, or, if amended, as of the date of the last such amendment, the Parent Warner Chilcott SEC Documents complied in all material respects with the requirements of the Securities Act and the Exchange Act, as the case may be be, and the applicable rules and regulations promulgated thereunder, and none of the Parent Warner Chilcott SEC Documents contained any untrue statement of a material fact or omitted to state any material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they were made, made not misleading, except that information set forth in the Parent SEC Documents as of a later date (but before the date of this Agreement) will be deemed to modify information as of an earlier date. (bii) The consolidated financial statements (including all related notes and schedules) of Parent Warner Chilcott included in the Parent Warner Chilcott SEC Documents when filed 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 in effect at the time of such filing and fairly present in all material respects the consolidated financial position of Parent Warner Chilcott and its consolidated Subsidiaries, as at the respective dates thereof (if amended, as of the date of the last such amendment)thereof, and the consolidated results of their operations and their consolidated cash flows for the respective periods then ended (subject, in the case of the unaudited statements, to normal year-end audit adjustments and to any other adjustments described therein, including the notes thereto) in conformity with US GAAP (except, in the case of the unaudited statements, as to the extent permitted by the SEC) applied on a consistent basis during the periods involved (except as may be indicated therein or in the notes thereto).

Reports and Financial Statements. (a) Since January 1, 2017, Parent has filed or furnished (as applicable) on a timely basis with (i) the SEC all forms, documents and reports, schedules, certifications, prospectuses, registration statements and other statements documents (including exhibits and all other information incorporated therein) required to be filed with or furnished to (as applicable) the SEC under applicable Laws prior to the date hereof by it with the SEC since January 1, 2020 Agreement Date (all such documents and reports filed or furnished by Parent or any of its Subsidiariesdocuments in the foregoing clause (i), the “Parent SEC Documents”) and (ii) the Ontario Securities Commission (the “OSC”) all forms, reports, schedules, statements and other documents (including exhibits and all other information incorporated therein) required to be filed with or furnished to (as applicable) the OSC under applicable Laws prior to the Agreement Date (all such filed or furnished documents in the foregoing clause (ii), the “Parent OSC Documents”) and, together with the Parent SEC Documents, the “Parent SEC and OSC Documents”). As of their respective filing dates (and, in the case of registration statements, as of the dates of effectiveness), or, if amendedamended or superseded by a filing prior to the Agreement Date, as of on the date of the last such amendmentamendment or superseding filing prior to the Agreement Date, the Parent SEC and OSC Documents complied in all material respects with the applicable requirements of the Securities Act and the Exchange Act, as the case may be be, including, in each case, the rules and regulations promulgated thereunder, and none of the Parent SEC and OSC Documents at the time they were filed, or, if amended or superseded by a filing prior to the Agreement Date, on the date of the last such amendment or superseding filing prior to the Agreement Date, contained any untrue statement of a material fact or omitted to state any 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. None of Parent’s Subsidiaries is required to file any forms, except that information set forth reports or other documents with the SEC or the OSC. As of the Agreement Date, there are no outstanding or unresolved comments in comment letters received from any of the SEC, OSC, NYSE or TSX with respect to the Parent SEC and OSC Documents. To the Knowledge of Parent, (i) none of the Parent SEC and OSC Documents is the subject of ongoing SEC or OSC review, as applicable and (ii) there are no inquiries or investigations by the SEC or OSC or any internal investigations pending or threatened, in each case regarding any accounting practices of a later date (but before the date Parent or any of this Agreement) will be deemed to modify information as of an earlier dateits Subsidiaries. (b) The Since January 1, 2017, the consolidated financial statements (including all the related notes and schedulesschedules thereto) of Parent included (or incorporated by reference) in the Parent SEC and OSC Documents when filed complied as to form in all material respects with applicable accounting requirements and the published rules and regulations of the SEC and OSC with respect thereto, have been prepared in accordance with GAAP (except as indicated in the notes thereto including, in the case of interim financial statements, for normal and recurring year-end adjustments, and as otherwise may be permitted by the SEC and the OSC and to the absence of notes) applied on a consistent basis during the periods involved (except as indicated in the notes thereto including, in the case of interim financial statements, for normal and recurring year-end adjustments, and as otherwise may be permitted by the SEC and the OSC and to the absence of notes) and fairly present in all material respects the consolidated financial position of Parent and its consolidated Subsidiaries, as at the respective dates thereof (if amended, Subsidiaries as of the date of the last such amendment), dates thereof and the their respective consolidated results of their operations and their consolidated cash flows for the respective periods then ended indicated therein (subject, in the case of the unaudited statements, to normal and recurring year-end audit adjustments that are not, individually or in the aggregate, material). (c) Parent maintains a system of “internal control over financial reporting” (as defined in Rules 13a-15(f) and 15d-15(f) of the Exchange Act) in compliance with the Exchange Act. (d) Parent has implemented and maintains “disclosure controls and procedures” (as defined in Rule 13a-15(e) of the Exchange Act) in compliance with the Exchange Act. (e) Neither Parent nor any of its Subsidiaries is a party to, or has entered into any Contract to become a party to, any joint venture, off-balance sheet partnership or any similar Contract (including any Contract relating to any other adjustments described thereintransaction or relationship between or among Parent or any of its Subsidiaries, on the one hand, and any unconsolidated Affiliate, including any structured finance, special purpose or limited purpose entity or Person, on the notes theretoother hand), or any “off-balance sheet arrangements” (as defined in Item 303(a) in conformity with GAAP (except, in the case of Regulation S-K of the unaudited statementsSEC), where the purpose of such Contract is to avoid disclosure of any material transaction involving, or material liabilities of, Parent in Parent’s audited financial statements or other Parent SEC and OSC Documents. (f) Except as permitted by the SECExchange Act, including Sections 13(k)(2) applied and (3), neither Parent nor any of its Affiliates acting on a consistent basis during behalf of Parent or any of its Subsidiaries has since January 1, 2017 made any personal loans to any executive officer or director of Parent or its Subsidiaries. (g) Since January 1, 2017 to the Agreement Date, none of Parent nor any of its Subsidiaries has received any material, unresolved, written complaint, allegation, assertion or claim regarding the accounting or auditing practices, procedures, methodologies or methods of Parent and its Subsidiaries or their respective internal accounting controls relating to periods involved (except as may be indicated therein or in the notes thereto)after January 1, 2017.

Reports and Financial Statements. Parent has previously furnished to the Company true and complete copies of: (a) Parent's Annual Reports on Form 10-K filed with the SEC for each of the years ended December 31, 1994 through 1996; (b) Parent's Quarterly Reports on Form 10-Q filed with the SEC for the quarters ended March 31, 1997 and June 30, 1997; (c) each definitive proxy statement filed by Parent has filed or furnished all forms, documents and reports, schedules, certifications, prospectuses, registration and other statements required to be filed or furnished prior to the date hereof by it with the SEC since January 1December 31, 2020 1994; (all such documents and reports d) each final prospectus filed or furnished by Parent or with the SEC since December 31, 1994, except any of its Subsidiariesfinal prospectus on Form S-8; and (e) all Current Reports on Form 8-K filed by Parent with the SEC since December 31, the “Parent SEC Documents”)1996. As of their respective dates ordates, if amendedsuch reports, as of the date of the last such amendmentproxy statements and prospectuses (collectively, the "Parent SEC Documents Reports") (i) complied as to form in all material respects respect with the applicable requirements of the Securities Act and Act, the Exchange Act, as and the case may be rules and none of the Parent SEC Documents contained regulations promulgated thereunder and (ii) did not contain any untrue statement of a material fact or omitted omit to state any a material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they were made, not misleading; provided, except that information set forth the foregoing clause (ii) shall not apply to the financial statements included in the Parent SEC Documents as of a later date Reports (but before which are covered by the date of this Agreement) will be deemed to modify information as of an earlier date. (b) following sentence). The audited consolidated financial statements and unaudited consolidated interim financial statements included in the Parent SEC Reports (including all any related notes and schedules) of Parent included in the Parent SEC Documents fairly present in all material respects the consolidated financial position of Parent and its consolidated Subsidiaries, as at the respective dates thereof (if amended, Subsidiaries as of the date of the last such amendment), dates thereof and the consolidated results of their operations and their consolidated cash flows for the respective periods or as of the dates then ended (subject, in the case of the unaudited statementswhere appropriate, to normal year-end audit adjustments and to any other adjustments described therein, including the notes thereto) in conformity with GAAP (exceptadjustments), in the each case of the unaudited statements, as permitted by the SEC) in accordance with past practice and GAAP consistently applied on a consistent basis during the periods involved (except as may be indicated therein or otherwise disclosed in the notes theretothereto and except that the unaudited financial statements therein do not contain all of the footnote disclosures required by GAAP). Since September 30, 1996, Parent has timely filed all material reports, registration statements and other filings required to be filed by it with the SEC under the rules and regulations of the SEC.

Reports and Financial Statements. (a) Parent The Company has filed or furnished all forms, documents and reports, schedules, certifications, prospectuses, registration and other statements reports required to be filed by it under the Securities Exchange Act of 1934, as amended (the “Exchange Act”), including, pursuant to Section 13(a) or furnished 15(d) thereof, for the three years preceding the date hereof (the foregoing materials being collectively referred to herein as the “SEC Reports”), on a timely basis, or has received a valid extension of such time of filing and has filed any such SEC Reports prior to the date hereof by it with expiration of any such extension. At the respective times of filing, the SEC since January 1, 2020 (all such documents and reports filed or furnished by Parent or any of its Subsidiaries, the “Parent SEC Documents”). As of their respective dates or, if amended, Reports complied as of the date of the last such amendment, the Parent SEC Documents complied to form in all material respects with the requirements of the Securities Act and the Exchange Act, as Act and the case may be rules and none regulations of the Parent Securities and Exchange Commission (“SEC”) promulgated thereunder. The SEC Documents contained Reports did not contain and, with respect solely to any SEC Reports filed after the date hereof, to the best of the Company’s knowledge will not contain any untrue statement of a material fact or omitted omit to state any a material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading, except that information set forth in the Parent SEC Documents as of a later date (but before the date of this Agreement) will be deemed to modify information as of an earlier date. (b) The audited consolidated financial statements and unaudited interim consolidated financial statements (including all related notes and schedules) of Parent including, in each case, the notes, if any, thereto), if any, included in the Parent SEC Documents fairly present Reports comply as to form in all material respects the consolidated financial position of Parent and its consolidated Subsidiaries, as at the respective dates thereof (if amended, as of the date of the last such amendment), and the consolidated results of their operations and their consolidated cash flows for the respective periods then ended (subject, in the case of the unaudited statements, to normal year-end audit adjustments and to any other adjustments described therein, including the notes thereto) in conformity with GAAP (except, in the case of the unaudited statements, as permitted by the SEC’s rules and regulations with respect thereto, were prepared in accordance with generally accepted accounting principles (GAAP) applied on a consistent basis during the periods involved (except as may be indicated therein or in the notes thereto) and fairly present (subject, in the case of the unaudited interim financial statements, to normal, recurring year-end audit adjustments that are not material and to the absence of footnotes) the financial position and stockholders’ equity of the Company as of the respective dates thereof and the consolidated earnings and cash flows for the respective periods then ended. (c) The Company has a duly constituted audit committee of its Board of Directors (the “Audit Committee”), and such committee has operated in accordance with the laws and regulations applicable to the Company. The Company’s independent public accountants have reviewed each interim financial statement in accordance with the requirements of applicable federal securities laws, the Audit Committee’s charter and the Commission’s rules and regulations. The Company has received no communications from its independent public accountants that the independent public accountants are considering or are likely to consider issuing any report other than a clean, unqualified opinion as to the Company’s audited financial statements or have raised any unresolved issues with respect to any of the Company’s interim financial statements.

Reports and Financial Statements. (a) Parent Triarc has filed or furnished all forms, documents and reports, schedules, certifications, prospectuses, registration and other statements reports required to be filed or furnished prior to the date hereof since January 2, 2006 by it with the SEC since January 1, 2020 (all such documents and reports filed or furnished by Parent or any of its Subsidiaries, the “Parent Triarc SEC Documents”). As of their respective dates dates, or, if amended, as of the date of the last such amendmentamendment (excluding any amendments made after the date of this Agreement), the Parent Triarc SEC Documents complied in all material respects with the requirements of the Securities Act and the Exchange Act, as the case may be be, and the applicable rules and regulations promulgated thereunder, and none of the Parent Triarc SEC Documents contained any untrue statement of a material fact or omitted to state any material fact required to be stated therein or necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading. To the knowledge of Triarc, except that information set forth in none of the Parent Triarc SEC Documents as is the subject of a later date (but before any outstanding SEC comments or outstanding SEC investigation. No Subsidiary of Triarc is required to file any form or report with the date of this Agreement) will be deemed to modify information as of an earlier dateSEC. (b) The consolidated financial statements (including all related notes and schedules) of Parent Triarc included in the Parent Triarc SEC Documents fairly present in all material respects the consolidated financial position of Parent Triarc and its consolidated Subsidiaries, as at the respective dates thereof (if amended, as of the date of the last such amendment)thereof, and the consolidated results of their operations and their consolidated cash flows for the respective periods then ended (subject, in the case of the unaudited statements, to normal year-end audit adjustments and to any other adjustments described therein, including the notes thereto) in conformity each case in accordance with GAAP (except, in the case of the unaudited statements, as permitted by the SEC) applied on a consistent basis during the periods involved (except as may be indicated therein or in the notes thereto).

Reports and Financial Statements. (a) Parent has filed or furnished all forms, documents and reports, schedulesstatements, certifications, prospectuses, registration certifications and other statements documents (including all exhibits, amendments and supplements thereto) required to be filed or furnished prior to the date hereof by it with the SEC since January 1, 2020 (all such forms, reports, statements, certificates and other documents and reports filed or furnished by Parent or since January 1, 2020, with any of its Subsidiariesamendments thereto, collectively, the “Parent SEC DocumentsReports”), each of which, including any financial statements included therein, as finally amended prior to the date hereof, complied as to form in all material respects with the applicable requirements of Securities Laws as of the date filed with the SEC. As None of their respective dates Parent’s Subsidiaries is required to file periodic reports with the SEC. None of the Parent Reports contained, when filed with the SEC or, if amended, as of the date of the last such amendment, the Parent SEC Documents complied in all material respects with the requirements of the Securities Act and the Exchange Act, as the case may be and none of the Parent SEC Documents contained any untrue statement of a material fact or omitted to state any a material fact required to be stated or incorporated by reference therein or necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading. As of the date hereof, except that information set forth there are no outstanding or unresolved comments in comment letters received from the SEC staff with respect to the Parent Reports. No executive officer of Parent has failed to make the certifications required of him or her under Section 302 or 906 of the Sxxxxxxx-Xxxxx Act with respect to any Parent Report filed or furnished by Parent with the SEC Documents as of a later date (but before the date of this Agreement) will be deemed to modify information as of an earlier datesince January 1, 2020. (b) The consolidated historical financial statements (including all related notes and schedules) of Parent and its Subsidiaries included (or incorporated by reference) in the Parent SEC Documents Reports (including the related notes, where applicable) fairly present present, in all material respects respects, the results of the consolidated operations, comprehensive income (loss), stockholders’ equity and cash flows and consolidated financial position of Parent and its consolidated Subsidiaries, Subsidiaries for the respective fiscal periods or as at of the respective dates thereof (if amended, as of the date of the last such amendment), and the consolidated results of their operations and their consolidated cash flows for the respective periods then ended set forth therein (subject, in the case of the unaudited statements, to normal year-end audit adjustments and to any other adjustments described therein, adjustments). Such consolidated financial statements (including the related notes) complied, as of the date of filing, in all material respects, with applicable accounting requirements and with the published rules and regulations of the SEC with respect thereto and each of such financial statements (including the related notes) was prepared in accordance with U.S. GAAP, consistently applied during the periods involved, except in each case as indicated in such statements or in the notes thereto) in conformity with GAAP (exceptthereto or, in the case of the unaudited statements, as permitted by the SECrules related to Quarterly Reports on Form 10-Q promulgated under the Exchange Act. (c) applied Management of Parent (i) has implemented and maintains disclosure controls and procedures (as defined in Rule 13a-15(e) of the Exchange Act) designed to ensure that material information relating to Parent, including its consolidated Subsidiaries, is made known to the chief executive officer and the chief financial officer of Parent by others within those entities and (ii) has disclosed, based on a consistent basis during the periods involved most recent evaluation of its chief executive officer and its chief financial officer prior to the date of this Agreement, to Parent’s outside auditors and the audit committee of the Board of Directors of Parent (except as may be indicated therein or x) any significant deficiencies and material weaknesses in the notes thereto)design or operation of Parent’s internal control over financial reporting (as defined in Rule 13a-15(f) of the Exchange Act) that are reasonably likely to adversely affect Parent’s ability to record, process, summarize and report financial information and (y) any fraud, known to Parent, whether or not material, that involves management or other employees who have a significant role in Parent’s internal controls over financial reporting. To the Knowledge of Parent, no events, facts or circumstances have arisen or become known since December 31, 2020 of the type referred to in clauses (ii)(x) or (ii)(y) of the immediately preceding sentence. (d) Since January 1, 2020, Parent has not received any material written complaint, allegation, assertion or claim regarding the accounting or auditing practices, procedures, methodologies or methods of Parent or its respective internal accounting controls, including any credible complaint, allegation, assertion or claim that Parent has engaged in questionable accounting or auditing practices. (e) As of the date hereof, there are no outstanding or unresolved comments in any comment letters of the staff of the SEC received by Parent relating to the Parent Reports. As of the date hereof, none of the Parent Reports is, to the Knowledge of Parent, the subject of ongoing SEC review.

Reports and Financial Statements. (ai) Parent has filed As of the date hereof, neither ACCO nor any of its Subsidiaries is required to file any form, report, registration statement, prospectus or furnished all formsother document with the SEC. With respect to ACCO and its Subsidiaries, documents and none of the registration statements, prospectuses, reports, schedules, certificationsforms, prospectuses, registration statements and other statements documents required to be filed or furnished prior to the date hereof by it Fortune and its Subsidiaries with the SEC since January 1, 2020 2002 (collectively, including all such documents and reports filed or furnished by Parent or any of its Subsidiariesexhibits thereto, the “Parent "Fortune SEC Documents”Reports"). As of their respective dates , at the time it was filed (or, if amended, as of amended or superseded by a filing prior to the date of this Agreement, then on the last date of such amendmentfiling), the Parent SEC Documents complied in all material respects with the requirements of the Securities Act and the Exchange Act, as the case may be and none of the Parent SEC Documents contained any untrue statement of a material fact or omitted to state any a material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they were made, not misleading, except that information set forth in the Parent SEC Documents as of a later date (but before the date of this Agreement) will be deemed to modify information as of an earlier date. (bii) Included in Section 5.3(d)(ii) of the ACCO Disclosure Schedule are the consolidated balance sheets of ACCO and Subsidiaries as of December 27, 2004, 2003 and 2002, and the consolidated statements of income, cash flows and stockholders' equity for the years ended December 27, 2004, 2003 and 2002 (such statements, together with the notes thereto, the "ACCO Financial Statements"). The consolidated financial statements ACCO Financial Statements (including all the related notes and schedulesnotes) of Parent included in the Parent SEC Documents fairly present present, in all material respects respects, the consolidated financial position and consolidated results of Parent operations and cash flows of ACCO and its consolidated Subsidiaries, Subsidiaries as at of the respective dates thereof (if amended, as of the date of the last such amendment), and the consolidated results of their operations and their consolidated cash flows or for the respective periods then ended (subject, in the case of the unaudited statements, to normal year-end audit adjustments and to any other adjustments described set forth therein, including the notes thereto) all in conformity with GAAP (except, in the case of the unaudited statements, as permitted by the SEC) consistently applied on a consistent basis during the periods involved (except as may otherwise noted therein. (iii) Except as disclosed in the ACCO Financial Statements, since January 1, 2005, ACCO and its Subsidiaries have not incurred any liabilities that are of a nature that would be indicated therein required to be disclosed on a consolidated balance sheet of ACCO and its Subsidiaries or in the notes thereto)footnotes thereto prepared in conformity with GAAP, other than liabilities incurred in the ordinary course of business or that, individually or in the aggregate, would not reasonably be expected to have a Material Adverse Effect on ACCO. (iv) ACCO and its Subsidiaries have designed and maintain a system of internal controls over financial reporting (as defined in Rules 13a-15(f) and 15d-15(f) of the Exchange Act) sufficient to provide reasonable assurances regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with GAAP. ACCO (A) has designed and maintains disclosure controls and procedures (as defined in Rules 13a-15(e) and 15d-15(e) of the Exchange Act) to ensure that material information required to be disclosed by Fortune (with respect to ACCO and its Subsidiaries) in the reports that Fortune files or submits under the Exchange Act is recorded, processed, summarized and reported within the time periods specified in the SEC's rules and forms and is accumulated and communicated to Fortune's management as appropriate to allow timely decisions regarding required disclosure and to make the certifications of the principal executive officer and principal financial officer of Fortune required under the Exchange Act with respect to such reports and (B) has disclosed, based on its most recent evaluation of such disclosure controls and procedures prior to the date hereof to Fortune's auditors and the audit committee of Fortune's Board of Directors (x) any significant deficiencies and material weaknesses in the design or operation of ACCO's internal controls over financial reporting that are reasonably likely to adversely affect in any material respect Fortune's ability to record, process, summarize and report financial information and (y) any fraud, whether or not material, that involves management or other employees of ACCO who have a significant role in Fortune's internal controls over financial reporting. ACCO has made available to GBC any such disclosure made by management to Fortune's auditors and the audit committee of Fortune's Board of Directors. ACCO has disclosed to its Knowledge, based on its most recent evaluation of ACCO's disclosure controls and procedures prior to the date hereof, to GBC any fraud, whether or not material, that involves management or other employees of ACCO in the United States who have a significant role in ACCO's internal controls over financial reporting.

Reports and Financial Statements. (a) The Parent has filed or furnished all forms, documents and reports, schedules, certifications, prospectuses, registration and other statements reports required to be filed with the SEC pursuant to the Exchange Act or furnished the Securities Act of 1933 (the “Securities Act”) since May 14, 2009 (collectively, the “SEC Reports”), and has previously made available to the Lender true and complete copies of all such SEC Reports. Such SEC Reports, as of their respective dates (or if amended or superseded by a filing prior to the date hereof by it with the SEC since January 1of this Agreement, 2020 (all such documents and reports filed or furnished by Parent or any of its Subsidiaries, the “Parent SEC Documents”). As of their respective dates or, if amended, as of then on the date of the last such amendmentfiling), the Parent SEC Documents complied in all material respects with the applicable requirements of the Securities Act and the Exchange Act, as the case may be be, and none of such SEC Reports (together with all other written information heretofor provided by Parent to the Parent SEC Documents Lender in connection with this Agreement), as of their respective dates (or if amended or superseded by a filing prior to the date of this Agreement, then on the date of such filing), contained any untrue statement of a material fact or omitted to state any a material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they were made, not misleading, except that information set forth in the Parent SEC Documents as of a later date (but before the date of this Agreement) will be deemed to modify information as of an earlier date. (b) . The consolidated financial statements (including all related notes and schedules) of Parent included in the Parent SEC Documents Reports have been prepared in accordance with GAAP consistently applied throughout the periods indicated (except as otherwise noted therein or, in the case of unaudited statements, as permitted by Form 10-Q of the SEC) and fairly present in all material respects the consolidated financial position of Parent and its consolidated Subsidiaries, as at the respective dates thereof (if amended, as of the date of the last such amendment), and the consolidated results of their operations and their consolidated cash flows for the respective periods then ended (subject, in the case of the unaudited statements, to normal normal, recurring year-end audit adjustments and to any other adjustments described therein, including the notes thereto) in conformity with GAAP (except), in all material respects, the case consolidated financial position of Parent as of the unaudited statements, as permitted by dates thereof and the SEC) applied on a consistent basis during consolidated results of operations and cash flows of Parent for the periods involved (except then ended. Except as may be indicated therein or disclosed in the notes thereto)SEC Reports there has been no change in any of the significant accounting policies or procedures of Parent since May 14, 2009.

Reports and Financial Statements. (a) Parent has filed or furnished all forms, documents and reports, schedulesstatements, certifications, prospectuses, registration certifications and other statements documents (including all exhibits, amendments and supplements thereto) required to be filed or furnished prior to the date hereof by it with the SEC since January 1, 2020 2023 (all such forms, reports, statements, certificates and other documents and reports filed or furnished by Parent or since January 1, 2023, with any of its Subsidiariesamendments thereto, collectively, the “Parent SEC DocumentsReports”), each of which, including any financial statements included therein, as finally amended prior to the date hereof, complied as to form in all material respects with the applicable requirements of Securities Laws as of the date filed with the SEC. As None of their respective dates Parent’s Subsidiaries is required to file periodic reports with the SEC. None of the Parent Reports contained, when filed with the SEC or, if amended, as of the date of the last such amendment, the Parent SEC Documents complied in all material respects with the requirements of the Securities Act and the Exchange Act, as the case may be and none of the Parent SEC Documents contained any untrue statement of a material fact or omitted to state any a material fact required to be stated or incorporated by reference therein or necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading. As of the date hereof, except that information set forth there are no outstanding or unresolved comments in comment letters received from the SEC staff with respect to the Parent Reports. No executive officer of Parent 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 Parent Report filed or furnished by Parent with the SEC Documents as of a later date (but before the date of this Agreement) will be deemed to modify information as of an earlier datesince January 1, 2023. (b) The consolidated historical financial statements (including all related notes and schedules) of Parent and its Subsidiaries included (or incorporated by reference) in the Parent SEC Documents Reports (including the related notes, where applicable) fairly present present, in all material respects respects, the results of the consolidated operations, comprehensive income (loss), stockholders’ equity and cash flows and consolidated financial position of Parent and its consolidated Subsidiaries, Subsidiaries for the respective fiscal periods or as at of the respective dates thereof (if amended, as of the date of the last such amendment), and the consolidated results of their operations and their consolidated cash flows for the respective periods then ended set forth therein (subject, in the case of the unaudited statements, to normal year-end audit adjustments and to any other adjustments described therein, adjustments). Such consolidated financial statements (including the related notes) complied, as of the date of filing, in all material respects, with applicable accounting requirements and with the published rules and regulations of the SEC with respect thereto and each of such financial statements (including the related notes) was prepared in accordance with U.S. GAAP, consistently applied during the periods involved, except in each case as indicated in such statements or in the notes thereto) in conformity with GAAP (exceptthereto or, in the case of the unaudited statements, as permitted by the SECrules related to Quarterly Reports on Form 10-Q promulgated under the Exchange Act. (c) applied Management of Parent (i) has implemented and maintains disclosure controls and procedures (as defined in Rule 13a-15(e) of the Exchange Act) designed to ensure that material information relating to Parent, including its consolidated Subsidiaries, is made known to the chief executive officer and the chief financial officer of Parent by others within those entities and (ii) has disclosed, based on a consistent basis during the periods involved most recent evaluation of its chief executive officer and its chief financial officer prior to the date of this Agreement, to Parent’s outside auditors and the audit committee of the Board of Directors of Parent (except as may be indicated therein or x) any significant deficiencies and material weaknesses in the notes thereto)design or operation of Parent’s internal control over financial reporting (as defined in Rule 13a-15(f) of the Exchange Act) that are reasonably likely to adversely affect Parent’s ability to record, process, summarize and report financial information and (y) any fraud, known to Parent, whether or not material, that involves management or other employees who have a significant role in Parent’s internal controls over financial reporting. To the Knowledge of Parent, no events, facts or circumstances have arisen or become known since December 31, 2023 of the type referred to in clauses (ii)(x) or (ii)(y) of the immediately preceding sentence. (d) Since January 1, 2023, Parent has not received any material written complaint, allegation, assertion or claim regarding the accounting or auditing practices, procedures, methodologies or methods of Parent or its respective internal accounting controls, including any credible complaint, allegation, assertion or claim that Parent has engaged in questionable accounting or auditing practices. (e) As of the date hereof, there are no outstanding or unresolved comments in any comment letters of the staff of the SEC received by Parent relating to the Parent Reports. As of the date hereof, none of the Parent Reports is, to the Knowledge of Parent, the subject of ongoing SEC review.

Reports and Financial Statements. (a) Parent The Buyer has filed or furnished all formsmaterial, documents and required registration statements, prospectuses, reports, schedules, certificationsforms, prospectuses, registration statements and other statements documents required to be filed by it under the securities laws of the United Kingdom and Israel (collectively, including all exhibits thereto, the "Buyer Reports"). No subsidiary of the Buyer is required to file any form, report, registration statement, prospectus or furnished other document with The London Stock Exchange Limited (the "London Exchange") not otherwise filed with a Buyer Report. None of the Buyer Reports, as of their respective dates (or, if amended or superseded by a filing prior to the date hereof by it with the SEC since January 1of this Agreement, 2020 (all such documents and reports filed or furnished by Parent or any of its Subsidiaries, the “Parent SEC Documents”). As of their respective dates or, if amended, as of then on the date of the last such amendmentfiling), the Parent SEC Documents complied in all material respects with the requirements of the Securities Act and the Exchange Act, as the case may be and none of the Parent SEC Documents contained any untrue statement of a material fact or omitted to state any a material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they were made, not misleading, except that information set forth . Each of the financial statements (including the related notes) included in the Parent SEC Documents as of Buyer Reports (or, if amended or superseded by a later date (but before filing prior to the date of this Agreement, then on the date of such filing) will be deemed to modify information as of an earlier date. (b) The consolidated financial statements (including all related notes and schedules) of Parent included in the Parent SEC Documents fairly present presents fairly, in all material respects respects, the consolidated financial position and consolidated results of Parent operations and cash flows of the Buyer and its consolidated Subsidiaries, subsidiaries as at of the respective dates thereof (if amended, as of the date of the last such amendment), and the consolidated results of their operations and their consolidated cash flows or for the respective periods then ended (set forth therein all in conformity with GAAP consistently applied during the periods involved except as otherwise noted therein, and subject, in the case of the unaudited interim financial statements, to normal and recurring year-end audit adjustments adjustments. All of such Buyer Reports, as of their respective dates (or as of the date of any amendment to the respective Buyer Report filed prior to the date of this Agreement), complied as to form in all material respects with the applicable requirements of the London Exchange and the rules and regulations promulgated thereunder. (b) Since June 30, 1999, the Buyer and its subsidiaries have not incurred any liabilities that are of a nature that would be required to any other adjustments described therein, including be disclosed on a balance sheet of the notes thereto) Buyer and its subsidiaries or the footnotes thereto prepared in conformity with GAAP GAAP, other than 20 22 (except, i) liabilities incurred in the case Ordinary Course of the unaudited statements, as permitted Business or (ii) liabilities (including liabilities incurred in connection with acquisitions of assets or entities by the SECBuyer) applied that would not have a Material Adverse Effect on a consistent basis during the periods involved (except as may be indicated therein or in the notes thereto)Buyer.

Reports and Financial Statements. (a) Parent has filed or furnished all forms, documents and reports, schedulesstatements, certifications, prospectuses, registration certifications and other statements documents (including all exhibits, amendments and supplements thereto) required to be filed or furnished prior to the date hereof by it with the SEC since January 1, 2020 (all such forms, reports, statements, certificates and other documents and reports filed or furnished by Parent or since January 1, 2020, with any of its Subsidiariesamendments thereto, collectively, the “Parent SEC DocumentsReports”), each of which, including any financial statements included therein, as finally amended prior to the date hereof, complied as to form in all material respects with the applicable requirements of Securities Laws as of the date filed with the SEC. As None of their respective dates Parent’s Subsidiaries is required to file periodic reports with the SEC. None of the Parent Reports contained, when filed with the SEC or, if amended, as of the date of the last such amendment, the Parent SEC Documents complied in all material respects with the requirements of the Securities Act and the Exchange Act, as the case may be and none of the Parent SEC Documents contained any untrue statement of a material fact or omitted to state any a material fact required to be stated or incorporated by reference therein or necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading. As of the date hereof, except that information set forth there are no outstanding or unresolved comments in comment letters received from the SEC staff with respect to the Parent Reports. No executive officer of Parent 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 Parent Report filed or furnished by Parent with the SEC Documents as of a later date (but before the date of this Agreement) will be deemed to modify information as of an earlier datesince January 1, 2020. (b) The consolidated historical financial statements (including all related notes and schedules) of Parent and its Subsidiaries included (or incorporated by reference) in the Parent SEC Documents Reports (including the related notes, where applicable) fairly present present, in all material respects respects, the results of the consolidated operations, comprehensive income (loss), stockholders’ equity and cash flows and consolidated financial position of Parent and its consolidated Subsidiaries, Subsidiaries for the respective fiscal periods or as at of the respective dates thereof (if amended, as of the date of the last such amendment), and the consolidated results of their operations and their consolidated cash flows for the respective periods then ended set forth therein (subject, in the case of the unaudited statements, to normal year-end audit adjustments and to any other adjustments described therein, adjustments). Such consolidated financial statements (including the related notes) complied, as of the date of filing, in all material respects, with applicable accounting requirements and with the published rules and regulations of the SEC with respect thereto and each of such financial statements (including the related notes) was prepared in accordance with U.S. GAAP, consistently applied during the periods involved, except in each case as indicated in such statements or in the notes thereto) in conformity with GAAP (exceptthereto or, in the case of the unaudited statements, as permitted by the SECrules related to Quarterly Reports on Form 10-Q promulgated under the Exchange Act. (c) applied Management of Parent (i) has implemented and maintains disclosure controls and procedures (as defined in Rule 13a-15(e) of the Exchange Act) designed to ensure that material information relating to Parent, including its consolidated Subsidiaries, is made known to the chief executive officer and the chief financial officer of Parent by others within those entities and (ii) has disclosed, based on a consistent basis during the periods involved most recent evaluation of its chief executive officer and its chief financial officer prior to the date of this Agreement, to Parent’s outside auditors and the audit committee of the Board of Directors of Parent (except as may be indicated therein or x) any significant deficiencies and material weaknesses in the notes thereto)design or operation of Parent’s internal control over financial reporting (as defined in Rule 13a- 15(f) of the Exchange Act) that are reasonably likely to adversely affect Parent’s ability to record, process, summarize and report financial information and (y) any fraud, known to Parent, whether or not material, that involves management or other employees who have a significant role in Parent’s internal controls over financial reporting. To the Knowledge of Parent, no events, facts or circumstances have arisen or become known since December 31, 2020 of the type referred to in clauses (ii)(x) or (ii)(y) of the immediately preceding sentence. (d) Since January 1, 2020, Parent has not received any material written complaint, allegation, assertion or claim regarding the accounting or auditing practices, procedures, methodologies or methods of Parent or its respective internal accounting controls, including any credible complaint, allegation, assertion or claim that Parent has engaged in questionable accounting or auditing practices. (e) As of the date hereof, there are no outstanding or unresolved comments in any comment letters of the staff of the SEC received by Parent relating to the Parent Reports. As of the date hereof, none of the Parent Reports is, to the Knowledge of Parent, the subject of ongoing SEC review.

Reports and Financial Statements. (ai) Parent Since December 31, 2011 through the date of this Agreement, Covidien has filed or furnished all forms, documents and reports, schedules, certifications, prospectuses, registration reports (including exhibits and other statements information incorporated therein) required to be filed or furnished prior to the date hereof by it with the SEC since January 1, 2020 (all such documents and reports filed or furnished by Parent or any of its Subsidiaries, the “Parent Covidien SEC Documents”)) and has filed prior to the date hereof all returns, particulars, resolutions and documents required to be filed or to be delivered on behalf of Covidien with the Registrar of Companies in Ireland. As of their respective dates dates, or, if amended, as of the date of the last such amendment, the Parent Covidien SEC Documents complied in all material respects with the requirements of the Securities Act, the Exchange Act and the Exchange Xxxxxxxx- Xxxxx Act of 2002, as amended (the “Xxxxxxxx-Xxxxx Act”), as the case may be be, and the applicable rules and regulations promulgated thereunder, and none of the Parent Covidien SEC Documents contained any untrue statement of a material fact or omitted to state any material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they were made, made not misleading, except that information set forth in the Parent SEC Documents as of a later date (but before the date of this Agreement) will be deemed to modify information as of an earlier date. (bii) The consolidated financial statements (including all related notes and schedules) of Parent Covidien included in the Parent Covidien SEC Documents when filed 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 in effect at the time of such filing and fairly present in all material respects the consolidated financial position of Parent Covidien and its consolidated Subsidiaries, as at the respective dates thereof (if amended, as of the date of the last such amendment)thereof, and the consolidated results of their operations and their consolidated cash flows for the respective periods then ended (subject, in the case of the unaudited statements, to normal year-end audit adjustments and to any other adjustments described therein, including the notes thereto) in conformity with U.S. GAAP (except, in the case of the unaudited statements, as to the extent permitted by the SEC) applied on a consistent basis during the periods involved (except as may be indicated therein or in the notes thereto).

Reports and Financial Statements. (a) Parent and each of its Subsidiaries has filed or furnished all forms, documents and reports, schedules, certifications, prospectuses, registration and other statements reports required to be filed or furnished prior to the date hereof by it with the SEC since January 1July 12, 2020 2012 (all such documents and reports filed or furnished by a Parent Entity or any of its Subsidiaries, the “"Parent SEC Documents”Documents "). As of their respective dates or, if amended, as of the date of the last such amendment, the Parent SEC Documents complied in all material respects with the requirements of the Securities Act, the Exchange Act and the Exchange Xxxxxxxx-Xxxxx Act, as the case may be be, and the applicable rules and regulations promulgated thereunder, and none of the Parent SEC Documents contained any untrue statement of a material fact or omitted to state any material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they were made, not misleading, except that information set forth in the Parent SEC Documents as of a later date (but before the date of this Agreement) will be deemed to modify information as of an earlier date. (b) The consolidated financial statements (including all related notes and schedules) of each Parent Entity included in the applicable Parent SEC Documents (the "Parent Financial Statements") (i) fairly present in all material respects the consolidated financial position of such Parent Entity and its consolidated Subsidiaries, as at the respective dates thereof (if amended, as of the date of the last such amendment)thereof, and the consolidated results of their operations and their consolidated cash flows for the respective periods then ended ended, (subject, in the case of the unaudited statements, to normal year-end audit adjustments and to any other adjustments described therein, including the notes theretoii) were prepared in conformity with GAAP (except, in the case of the unaudited statements, as permitted by subject to normal year-end audit adjustments and the SECabsence of footnote disclosure) applied on a consistent basis during the periods involved (except as may be indicated therein or in the notes thereto), (iii) comply in all material respects with the applicable accounting requirements and with the rules and regulations of the SEC, the Exchange Act and the Securities Act. (c) As of the date hereof, there are no outstanding or unresolved comments in any comment letters of the staff of the SEC received by Parent relating to the Parent SEC Documents.

Reports and Financial Statements. (a) Parent has timely filed or furnished all forms, documents and reports, schedules, certifications, prospectuses, registration and other statements reports required to be filed or furnished prior to the date hereof by it Parent with the SEC since January 1August 8, 2020 2013 (all such documents and reports filed or furnished by Parent or any of its SubsidiariesParent, the “Parent SEC Documents”). As of their respective dates or, if amended, as of the date of the last such amendmentamendment (and, in the case of registration statements and proxy statements, on the dates of effectiveness and the dates of the relevant meetings, respectively), (i) the Parent SEC Documents complied in all material respects with the requirements of the Securities Act, the Exchange Act and the Exchange ActXxxxxxxx-Xxxxx Act of 2002, as amended, in effect as of the time of filing with the SEC, as the case may be be, and the applicable rules and regulations promulgated thereunder, and (ii) none of the Parent SEC Documents contained any untrue statement of a material fact or omitted to state any material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they were made, not misleading, except that information set forth in the Parent SEC Documents as of a later date (but before the date of this Agreement) will be deemed to modify information as of an earlier date. (b) The consolidated financial statements (including all related notes and schedules) of Parent included in or incorporated by reference into the Parent SEC Documents (the “Parent Financial Statements”) (i) fairly present in all material respects the consolidated financial position of Parent and its consolidated Subsidiaries, as at the respective dates thereof (if amended, as of the date of the last such amendment)thereof, and the consolidated results of their operations and their consolidated cash flows for the respective periods then ended (subject, in the case of the unaudited statements, to normal year-end audit adjustments and to any other adjustments described set forth therein, including the notes thereto(ii) were prepared in conformity accordance with GAAP (except, in the case of the unaudited statements, as permitted by subject to normal year-end audit adjustments, none of which individually or in the SECaggregate will be material in amount, and subject to the absence of footnote disclosure) applied on a consistent basis during the periods involved (except as may be indicated therein or in the notes thereto)) and (iii) have been prepared from, and are in accordance with, the books and records of Parent and its consolidated Subsidiaries. (c) The Parent and its Subsidiaries maintain disclosure controls and procedures (as such terms are defined in Rule 13a-15 under the Exchange Act) that satisfy the requirements of Rule 13a-15 under the Exchange Act. Such disclosure controls and procedures are effective to provide reasonable assurance that all material information required to be disclosed in the Parent Reports filed with or submitted to the SEC is recorded, processed, summarized and reported within the time periods specified in the SEC rules and forms. (d) Parent maintains a system of internal control over financial reporting (as such term is defined in Rule 13a-15 under the Exchange Act) sufficient to provide reasonable assurance regarding the reliability of financial reporting and preparation of financial statements for external purposes in accordance with GAAP.

Reports and Financial Statements. (ai) Parent Each of GBC and its Subsidiaries has filed or furnished all formsregistration statements, documents and prospectuses, reports, schedules, certificationsforms, prospectuses, registration statements and other statements documents required to be filed or furnished prior to the date hereof by it with the SEC since January 1, 2020 2002 (collectively, including all such documents and reports filed or furnished by Parent or any of its Subsidiariesexhibits thereto, the “Parent "GBC SEC Documents”Reports"). As No Subsidiary of their respective dates GBC is required to file any form, report, registration statement, prospectus or other document with the SEC. None of the GBC SEC Reports, at the time it was filed (or, if amended, as of amended or superseded by a filing prior to the date of this Agreement, then on the last date of such amendmentfiling), the Parent SEC Documents complied in all material respects with the requirements of the Securities Act and the Exchange Act, as the case may be and none of the Parent SEC Documents contained any untrue statement of a material fact or omitted to state any a material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they were made, not misleading, except that information set forth . Included in Section 5.1(d)(i) of the Parent SEC Documents GBC Disclosure Schedule are the consolidated balance sheet of GBC and its Subsidiaries as of a later date December 31, 2004 and the related consolidated statements of income, cash flows and stockholders' equity for the year ended December 31, 2004 (but before such statements, together with the date notes thereto, the "GBC 2004 Financial Statements"). Each of this Agreement) will be deemed to modify information as the GBC 2004 Financial Statements and each of an earlier date. (b) The consolidated the financial statements (including all the related notes and schedulesnotes) of Parent included in the Parent GBC SEC Documents Reports fairly present presents, in all material respects respects, the consolidated financial position and consolidated results of Parent operations and cash flows of GBC and its consolidated Subsidiaries, Subsidiaries as at of the respective dates thereof (if amended, as of the date of the last such amendment), and the consolidated results of their operations and their consolidated cash flows or for the respective periods then ended set forth therein, all in conformity with generally accepted accounting principles ("GAAP") consistently applied during the periods involved except as otherwise noted therein, and subject, in the case of the unaudited interim financial statements, to normal and recurring year-end audit adjustments adjustments. All GBC SEC Reports, as of their respective filing dates (and as of the date of any amendment to the respective GBC SEC Report), complied as to form in all material respects to the extent in effect at the time of filing, with the applicable requirements of the Securities Act, the Exchange Act and the Xxxxxxxx-Xxxxx Act of 2002 (the "Sarbanes Act") and the rules and regulations promulgated thereunder. (ii) Except as disclosed in the GBC SEC Reports filed and publicly available prior to the date hereof (the "GBC Filed SEC Reports") or in the GBC 2004 Financial Statements, since January 1, 2005, GBC and its Subsidiaries have not incurred any other adjustments described therein, including liabilities that are of a nature that would be required to be disclosed on a consolidated balance sheet of GBC and its Subsidiaries or in the notes thereto) footnotes thereto prepared in conformity with GAAP (exceptGAAP, other than liabilities incurred in the case ordinary course of the unaudited statementsbusiness or that, as permitted by the SEC) applied on a consistent basis during the periods involved (except as may be indicated therein individually or in the notes theretoaggregate, would not reasonably be expected to have a Material Adverse Effect on GBC. (iii) Each of the principal executive officer of GBC and the principal financial officer of GBC (or each former principal executive officer of GBC and each former principal financial officer of GBC, as applicable) has made all certifications required by Rule 13a-14 or 15d-14 under the Exchange Act and Sections 302 and 906 of the Sarbanes Act with respect to the GBC SEC Reports and the statements contained in such certifications are true, complete and correct. For purposes of this Section 5.1(d), "principal executive officer" and "principal financial officer" shall have the meanings given to such terms in the Sarbanes Act. (iv) GBC and its Subsidiaries have designed and maintain a system of internal controls over financial reporting (as defined in Rules 13a-15(f) and 15d-15(f) of the Exchange Act) sufficient to provide reasonable assurances regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with GAAP. GBC (A) has designed and maintains disclosure controls and procedures (as defined in Rules 13a-15(e) and 15d-15(e) of the Exchange Act) to ensure that material information required to be disclosed by GBC in the reports that it files or submits under the Exchange Act is recorded, processed, summarized and reported within the time periods specified in the SEC's rules and forms and is accumulated and communicated to GBC's management as appropriate to allow timely decisions regarding required disclosure and to make the certifications of the principal executive officer and principal financial officer of GBC required under the Exchange Act with respect to such reports and (B) has disclosed, based on its most recent evaluation of such disclosure controls and procedures prior to the date hereof to GBC's auditors and the audit committee of GBC's Board of Directors (x) any significant deficiencies and material weaknesses in the design or operation of internal controls over financial reporting that are reasonably likely to adversely affect in any material respect GBC's ability to record, process, summarize and report financial information and (y) any fraud, whether or not material, that involves management or other employees who have a significant role in GBC's internal controls over financial reporting. GBC has made available to Fortune and ACCO any such disclosure made by management to GBC's auditors and the audit committee of GBC's Board of Directors.

Reports and Financial Statements. The filings required to be made by USR and its subsidiaries since March 1, 1997 under the Securities Act and the Exchange Act have been filed with the Securities and Exchange Commission (a) Parent has filed or furnished the "SEC"), including all forms, documents and statements, reports, schedulesagreements, certificationsdocuments, prospectusesexhibits, amendments and supplements appertaining thereto, and complied, as of their respective dates, in all material respects, with all applicable requirements of the appropriate statutes and the rules and regulations thereunder. USR has made available to URI a true and complete copy of each report, schedule, registration statement and other statements required to be definitive proxy statement filed or furnished prior to the date hereof by it with the SEC by USR and its subsidiaries pursuant to the requirements of the Securities Act or Exchange Act since January March 1, 2020 1997, including all amendments thereto (all as such documents and reports filed or furnished by Parent or any have since the time of its Subsidiariestheir filing been amended, the “Parent "USR SEC Documents”Reports"). As of their respective dates or, if amended, as of the date of the last such amendmentdates, the Parent USR SEC Documents complied in all material respects with the requirements of the Securities Act and the Exchange Act, as the case may be and none of the Parent SEC Documents contained Reports did not contain any untrue statement of a material fact or omitted omit to state any a material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they were made, not misleading, except that information set forth in the Parent SEC Documents as of a later date (but before the date of this Agreement) will be deemed to modify information as of an earlier date. (b) . The audited consolidated financial statements (including all related notes and schedules) unaudited interim financial statements of Parent USR, its predecessors and its subsidiaries included in the Parent USR SEC Documents fairly present Reports have been prepared in all material respects the consolidated financial position of Parent and its consolidated Subsidiaries, as at the respective dates thereof (if amended, as of the date of the last such amendment), and the consolidated results of their operations and their consolidated cash flows for the respective periods then ended (subject, in the case of the unaudited statements, to normal year-end audit adjustments and to any other adjustments described therein, including the notes thereto) in conformity accordance with GAAP (except, in the case of the unaudited statements, as permitted by the SEC) United States generally accepted accounting principles applied on a consistent basis during the periods involved ("GAAP") (except as may be indicated therein or in the notes thereto)thereto and except with respect to unaudited statements as permitted by Form 10-Q of the SEC) and fairly present the financial position of USR and its subsidiaries as of the dates thereof and the results of their respective operations, cash flows and change in financial position for the periods then ended, subject, in the case of the unaudited interim financial statements, to normal, recurring audit adjustments. Since December 31, 1997, except as set forth in the USR SEC Reports, there has not been any change, or any application or request for any change, by USR or any of its subsidiaries in accounting principles, methods or policies for financial accounting or tax purposes. True, accurate and complete copies of the certificate of incorporation and by-laws of USR, as in effect on the date hereof, are included in the USR SEC Reports. USR has heretofore made available to URI a complete and correct copy of any material amendments or modifications, which have not yet been filed with the SEC, to agreements and other documents which had previously been filed by USR with the SEC pursuant to the Securities Act or the Exchange Act.

Reports and Financial Statements. (a) Parent has filed or furnished all forms, documents and reports, schedules, certifications, prospectuses, registration and other statements reports required to be filed or furnished prior to the date hereof by it with the SEC since January 1December 31, 2020 2002 (all such documents and reports filed or furnished by Parent or any of its Subsidiaries, the “Parent SEC Documents”). As of their respective dates dates, or, if amended, as of the date of the last such amendment, the Parent SEC Documents complied in all material respects respects, and all documents required to be filed by Parent with the SEC after the date hereof and prior to the Effective Time (the “Subsequent Parent SEC Documents”) will comply in all material respects, with the requirements of the Securities Act and the Exchange Act, as the case may be be, and the applicable rules and regulations promulgated thereunder, and none of the Parent SEC Documents contained contained, and the Subsequent Parent SEC Documents will not contain, any untrue statement of a material fact or omitted omitted, or will omit, to state any material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they were made, or are to be made, not misleading, except that information set forth in the Parent SEC Documents as of a later date (but before the date of this Agreement) will be deemed to modify information as of an earlier date. (b) The consolidated financial statements (including all related notes and schedules) of Parent included in the Parent SEC Documents fairly present in all material respects respects, and included in the Subsequent Parent SEC Documents will fairly present in all material respects, the consolidated financial position of Parent and its consolidated Subsidiaries, as at the respective dates thereof (if amended, as of the date of the last such amendment), and the consolidated results of their operations and their consolidated cash flows for the respective periods then ended (subject, in the case of the unaudited statements, to normal year-end audit adjustments and to any other adjustments described therein, therein including the notes thereto) in conformity with GAAP (except, in the case of the unaudited statements, as permitted by Form 10-Q of the SEC) applied on a consistent basis during the periods involved (except as may be indicated therein or in the notes thereto). Since December 31, 2002, Parent has not made any change in the accounting practices or policies applied in the preparation of its financial statements, except as required by GAAP, SEC rule or policy or applicable Law.

Reports and Financial Statements. (a) Parent Purchaser has filed or furnished all formsrequired registration statements, documents and reports, schedules, certificationsforms, prospectuses, registration statements and other statements documents required to be filed or furnished prior to the date hereof by it with the SEC since January 1, 2020 2004 (collectively, as they have been amended since the time of their filing and including all such documents and reports filed or furnished by Parent or any of its Subsidiariesexhibits thereto, the “Parent Purchaser SEC DocumentsReports”). As None of the Purchaser SEC Reports, as of their respective dates or(and, if amended, as of amended or superseded by a filing prior to the date of this Agreement or the last Closing Date, then on the date of such amendmentfiling), the Parent SEC Documents complied in all material respects with the requirements of the Securities Act and the Exchange Act, as the case may be and none of the Parent SEC Documents contained any untrue statement of a material fact or omitted to state any a material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they were made, not misleading, except that information set forth in . Each of the Parent SEC Documents as of a later date (but before the date of this Agreement) will be deemed to modify information as of an earlier date. (b) The consolidated financial statements (including all the related notes and schedulesnotes) of Parent included in the Parent Purchaser SEC Documents fairly present Reports presents fairly, in all material respects respects, the consolidated financial position and consolidated results of Parent operations and its consolidated Subsidiaries, cash flows of Purchaser as at of the respective dates thereof (if amended, as of the date of the last such amendment), and the consolidated results of their operations and their consolidated cash flows or for the respective periods then ended (set forth therein, all in conformity with GAAP applied on a consistent basis throughout the periods involved except as otherwise noted therein, and subject, in the case of the unaudited interim financial statements, to normal year-end audit and recurring adjustments that were not or are not expected to be material in amount, and lack footnote disclosure. All of such Purchaser SEC Reports (including any financial statements included or incorporated by reference therein), as of their respective dates (and as of the date of any amendment to any other adjustments described thereinthe respective Purchaser SEC Report), including complied as to form in all material respects with the notes theretoapplicable requirements of the Securities Act and the Exchange Act and the rules and regulations promulgated thereunder. (b) in conformity with GAAP Except (except, A) to the extent reflected in the case balance sheet of Purchaser included in the Purchaser SEC Report last filed prior to the date hereof or (B) incurred in the ordinary course of business since the date of the unaudited statementsbalance sheet referred to in the preceding clause (A), as permitted by the SEC) applied on a consistent basis during the periods involved (except as may Purchaser does not have any liabilities or obligations of any nature, whether known or unknown, absolute, accrued, contingent or otherwise and whether due or to become due, that have or would reasonably be indicated therein expected to have, individually or in the notes thereto)aggregate, a Material Adverse Effect on Purchaser.

Reports and Financial Statements. Buyer has previously furnished or made available to the Company complete and accurate copies, as amended or supplemented, of its (a) Parent has Annual Report on Form 10-K and Proxy Statement for the fiscal year ended December 31, 1999, as filed with the Securities and Exchange Commission (the "SEC") and (b) all other reports filed by Buyer under Section 13 or furnished subsections (a) or (c) of Section 14 of the Exchange Act with the SEC since December 31, 1999 (such reports are collectively referred to herein as the "BUYER REPORTS"). The Buyer Reports constitute all forms, of the documents and reports, schedules, certifications, prospectuses, registration and other statements required to be filed by Buyer under Section 13 or furnished prior to subsections (a) or (c) of Section 14 of the date hereof by it Exchange Act with the SEC since January 1from December 31, 2020 (all such documents and reports filed or furnished by Parent or any of its Subsidiaries, the “Parent SEC Documents”). As of their respective dates or, if amended, as of 1999 through the date of the last such amendment, the Parent SEC Documents this Agreement. The Buyer Reports complied in all material respects with the requirements of the Securities Exchange Act and the Exchange Actrules and regulations thereunder when filed. As of their respective dates, as the case may be and none of the Parent SEC Documents contained Buyer Reports did not contain any untrue statement of a material fact or omitted omit to state any a material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they were made, not misleading, except that information . The audited financial statements set forth in the Parent Registration Statement on Form S-1 filed with the SEC Documents on January 5, 2000 (the "REGISTRATION STATEMENT") (i) complied as of a later date (but before the date of this Agreement) will be deemed to modify information as of an earlier date. (b) The consolidated financial statements (including all related notes and schedules) of Parent included in the Parent SEC Documents fairly present form in all material respects with applicable accounting requirements and the consolidated financial position of Parent published rules and its consolidated Subsidiaries, as at the respective dates thereof (if amended, as regulations of the date of the last such amendment)SEC with respect thereto when filed, and the consolidated results of their operations and their consolidated cash flows for the respective periods then ended (subject, ii) were prepared in the case of the unaudited statements, to normal year-end audit adjustments and to any other adjustments described therein, including the notes thereto) in conformity accordance with GAAP (except, in the case of the unaudited statements, as permitted by the SEC) applied on a consistent basis during throughout the periods involved covered thereby (except as may be indicated therein or in the notes thereto, and in the case of interim financial statements, as permitted by Form 10-Q under the Exchange Act), (iii) fairly present the consolidated financial condition, results of operations and cash flows of Buyer as of the respective dates thereof and for the periods referred to therein, and (iv) are consistent with the books and records of Buyer.

Reports and Financial Statements. (a) Parent has timely filed or furnished all forms, documents and reports, schedules, certifications, prospectuses, registration and other statements reports required to be filed or furnished prior to the date hereof by it with the SEC pursuant to the Exchange Act or the Securities Act since January 1September 30, 2020 1998 (collectively, the "PARENT SEC REPORTS"), and has previously made available to the Company true and complete copies of all such documents and reports filed or furnished by Parent or any of its Subsidiaries, the “Parent SEC Documents”)Reports. As Such Parent SEC Reports, as of their respective dates ordates, if amended, as of the date of the last such amendment, the Parent SEC Documents complied in all material respects with the applicable requirements of the Securities Act and the Exchange Act, as the case may be be, and none of the Parent such SEC Documents Reports contained any untrue statement of a material fact or omitted to state any a material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they were made, not misleading, except that information set forth in the Parent SEC Documents as of a later date (but before the date of this Agreement) will be deemed to modify information as of an earlier date. (b) . The consolidated financial statements (including all related notes and schedules) of Parent included in the Parent SEC Documents Reports have been prepared in accordance with GAAP consistently applied throughout the periods indicated (except as otherwise noted therein or, in the case of unaudited statements, as permitted by Form 10-Q of the SEC) and fairly present (subject, in all material respects the case of unaudited statements, to normal, recurring year-end adjustments and any other adjustments described therein) the consolidated financial position of Parent and its consolidated Subsidiaries, Subsidiaries as at the respective dates thereof (if amended, as of the date of the last such amendment), and the consolidated results of their operations and their consolidated cash flows of Parent and its consolidated Subsidiaries for the respective periods then ended (subject, ended. Except as disclosed in the case Parent SEC Reports, since September 30, 2002, there has been no change in any of the unaudited statements, to normal year-end audit adjustments and to significant accounting (including tax accounting) policies or procedures of Parent or any other adjustments described therein, including the notes thereto) in conformity with GAAP (except, in the case of the unaudited statements, as permitted by the SEC) applied on a consistent basis during the periods involved (except as may be indicated therein or in the notes thereto)its consolidated Subsidiaries.

Reports and Financial Statements. (a) Since January 1, 2001, Parent has filed or furnished with the SEC all material forms, documents and reports, schedules, certificationsregistration statements, prospectuses, registration reports, schedules and other statements documents (including all exhibits, post-effective amendments and supplements thereto) (the "Parent SEC Documents") required to be filed or furnished prior to the date hereof by it with the SEC since January 1, 2020 (all such documents and reports filed or furnished by Parent or any of its Subsidiaries, the “Parent SEC Documents”). As of their respective dates or, if amended, as of the date of the last such amendment, the Parent SEC Documents complied in all material respects with the requirements under each of the Securities Act and the Exchange Act, all of which, as amended if applicable, complied in all material respects as to form with all applicable requirements of the case may be appropriate Act, SOX and none the rules and regulations thereunder. As of their respective dates (taking into account any amendments or supplements filed prior to the date hereof), the Parent SEC Documents contained did not contain any untrue statement of a material fact or omitted omit to state any a material fact required to be stated therein or necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading, except that information set forth in the Parent SEC Documents as of a later date (but before the date of this Agreement) will be deemed to modify information as of an earlier date. (b) The consolidated financial statements (including all related notes and schedules) of Parent included in the Parent SEC Documents fairly present comply as to form, as of their respective dates of filing with the SEC, in all material respects with applicable accounting requirements and the consolidated financial position of Parent published rules and its consolidated Subsidiaries, as at the respective dates thereof (if amended, as regulations of the date of the last such amendment)SEC with respect thereto, and the consolidated results of their operations and their consolidated cash flows for the respective periods then ended (subject, have been prepared in the case of the unaudited statements, to normal year-end audit adjustments and to any other adjustments described therein, including the notes thereto) in conformity accordance with GAAP (except, in the case of the unaudited statements, as permitted by Form 10-Q or 8-K or the applicable rules of the SEC) applied on a consistent basis during the periods involved (except as may be indicated therein or in the notes thereto) and fairly present the consolidated financial position of Parent and its consolidated Subsidiaries as of the dates thereof and the consolidated results of their operations and cash flows for the periods then ended (subject, in the case of unaudited statements, to normal year-end audit adjustments which are not material).

Reports and Financial Statements. (a) From January 1, 2012 through the date of this Agreement, each of Parent has and Actavis, Inc. have filed or furnished all forms, documents and reports with the SEC (such forms, documents and reports, schedules, certifications, prospectuses, registration and other statements the "Parent SEC Documents") required to be filed or furnished prior to the date hereof by it with the SEC since January 1, 2020 (all such documents and reports filed or furnished by Parent or any of its Subsidiaries, the “Parent SEC Documents”)SEC. As of their respective dates dates, or, if amended, as of the date of (and giving effect to) the last such amendmentamendment (and, in the case of registration statements and proxy statements, on the date of effectiveness and the dates of the relevant meetings, respectively), the Parent SEC Documents complied in all material respects with the requirements of the Securities Act and the Exchange Act, as the case may be be, and the applicable rules and regulations promulgated thereunder, and none of the Parent SEC Documents contained any untrue statement of a material fact or omitted to state any material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they were made, not misleading, except that information set forth in the Parent SEC Documents as of a later date (but before the date of this Agreement) will be deemed to modify information as of an earlier date. (b) The consolidated financial statements (including all related notes and schedules) of Parent or Actavis, Inc., as applicable, included in the Parent SEC Documents when filed 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 in effect at the time of such filing and fairly present in all material respects the consolidated financial position of Parent or Actavis, Inc., as applicable, and its consolidated Subsidiaries, as at the respective dates thereof (if amended, as of the date of the last such amendment)thereof, and the consolidated results of their operations and their consolidated cash flows for the respective periods then ended (subject, in the case of the unaudited statements, to normal year-end audit adjustments and to any other adjustments described therein, including the notes thereto) in conformity with GAAP (except, in the case of the unaudited statements, as to the extent permitted by the SEC) applied on a consistent basis during the periods involved (except as may be indicated therein or in the notes thereto). (c) Neither Parent nor any of the Parent Subsidiaries is a party to, nor does it have any commitment to become a party to, any joint venture, off-balance sheet partnership or any similar Contract (including any Contract relating to any transaction or relationship between or among Parent or one of the Parent Subsidiaries, on the one hand, and any unconsolidated affiliate, including any structured finance, special purpose or limited purpose entity or person, on the other hand) or any "off-balance sheet arrangements" (as defined in Item 303(a) of Regulation S-K of the SEC), in each case where the result, purpose or effect of such Contract is to avoid disclosure of any material transaction involving, or material liabilities of, Parent or any of the Parent Subsidiaries in Parent's financial statements or other Parent SEC Documents.

Reports and Financial Statements. (a) Parent has timely filed or furnished all forms, documents and reports, schedules, certifications, prospectuses, registration and other statements reports required to be filed or furnished prior to the date hereof by it with the SEC pursuant to the Exchange Act or the Securities Act since January 1September 30, 2020 1998 (collectively, the "Parent SEC Reports"), and has previously made available to the Company true and complete copies of all such documents and reports filed or furnished by Parent or any of its Subsidiaries, the “Parent SEC Documents”)Reports. As Such Parent SEC Reports, as of their respective dates ordates, if amended, as of the date of the last such amendment, the Parent SEC Documents complied in all material respects with the applicable requirements of the Securities Act and the Exchange Act, as the case may be be, and none of the Parent such SEC Documents Reports contained any untrue statement of a material fact or omitted to state any a material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they were made, not misleading, except that information set forth in the Parent SEC Documents as of a later date (but before the date of this Agreement) will be deemed to modify information as of an earlier date. (b) . The consolidated financial statements (including all related notes and schedules) of Parent included in the Parent SEC Documents Reports have been prepared in accordance with GAAP consistently applied throughout the periods indicated (except as otherwise noted therein or, in the case of unaudited statements, as permitted by Form 10-Q of the SEC) and fairly present (subject, in all material respects the case of unaudited statements, to normal, recurring year-end adjustments and any other adjustments described therein) the consolidated financial position of Parent and its consolidated Subsidiaries, Subsidiaries as at the respective dates thereof (if amended, as of the date of the last such amendment), and the consolidated results of their operations and their consolidated cash flows of Parent and its consolidated Subsidiaries for the respective periods then ended (subject, ended. Except as disclosed in the case Parent SEC Reports, since September 30, 2002, there has been no change in any of the unaudited statements, to normal year-end audit adjustments and to significant accounting (including tax accounting) policies or procedures of Parent or any other adjustments described therein, including the notes thereto) in conformity with GAAP (except, in the case of the unaudited statements, as permitted by the SEC) applied on a consistent basis during the periods involved (except as may be indicated therein or in the notes thereto)its consolidated Subsidiaries.

Reports and Financial Statements. Parent has previously furnished or made available to the Company complete and accurate copies, as amended or supplemented, of its (a) Form 10-Q for the period ended September 30, 2000 as filed with the SEC and (b) all other reports filed by Parent has filed under Section 13 or furnished subsections (a) or (c) of Section 14 of the Exchange Act with the SEC (such reports are collectively referred to herein as the "Parent Reports"). The Parent Reports constitute all forms, of the documents and reports, schedules, certifications, prospectuses, registration and other statements required to be filed by Parent under Section 13 or furnished prior to subsections (a) or (c) of Section 14 of the date hereof by it Exchange Act with the SEC since January 1, 2020 (all such documents and reports filed or furnished by Parent or any of its Subsidiaries, the “Parent SEC Documents”). As of their respective dates or, if amended, as of the date of its initial public offering through the last such amendmentdate of this Agreement. The Parent Reports have been duly filed, the Parent SEC Documents complied were in compliance in all material respects with the requirements of the Securities Exchange Act and the Exchange Actrules and regulations thereunder when filed, and were complete and correct in all material respects as the case may be and none of the dates at which the information therein was furnished. As of their respective dates, the Parent SEC Documents contained Reports did not contain any untrue statement of a material fact or omitted omit to state any a material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they were made, not misleading, except that information set forth in the Parent SEC Documents as of a later date (but before the date of this Agreement) will be deemed to modify information as of an earlier date. (b) . The consolidated unaudited interim financial statements (including all related notes and schedules) of Parent included in the Parent SEC Documents fairly present Reports (i) complied as to form in all material respects with applicable accounting requirements and the consolidated financial position of Parent published rules and its consolidated Subsidiaries, as at the respective dates thereof (if amended, as regulations of the date of the last such amendment)SEC with respect thereto when filed, and the consolidated results of their operations and their consolidated cash flows for the respective periods then ended (subject, ii) were prepared in the case of the unaudited statements, to normal year-end audit adjustments and to any other adjustments described therein, including the notes thereto) in conformity accordance with GAAP (except, in the case of the unaudited statements, as permitted by the SEC) applied on a consistent basis during throughout the periods involved covered thereby (except as may be indicated therein or in the notes thereto, and in the case of quarterly financial statements, as permitted by Form 10-Q under the Exchange Act), (iii) fairly present the consolidated financial condition, results of operations and cash flows of Parent as of the respective dates thereof and for the periods referred to therein, and (iv) are consistent with the books and records of Parent.

Reports and Financial Statements. (a) Parent The Company has timely filed with or otherwise furnished to the SEC all forms, documents and reports, schedules, certifications, prospectuses, registration statements and other statements documents required to be filed or furnished prior to the date hereof by it with under the SEC Securities Act or the Exchange Act since January 1August 4, 2020 2003 (all such documents and reports filed documents, as supplemented or furnished by Parent or any amended since the time of its Subsidiariesfiling, the “Parent "COMPANY SEC Documents”REPORTS"). As of their respective dates or, if amended, as No Subsidiary of the date of the last such amendmentCompany is or at any time since August 4, the Parent SEC Documents 2003 has been required to file with (i) complied as to form in all material respects with the applicable requirements of the Securities Act and the Exchange Act, as the case may be applicable, and none of the Parent SEC Documents contained (ii) did not contain any untrue statement of a material fact or omitted omit to state any a material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they were made, not misleading, except that information set forth in the Parent SEC Documents as of a later date (but before the date of this Agreement) will be deemed to modify information as of an earlier date. (b) The audited consolidated financial statements and unaudited consolidated interim financial statements included or incorporated by reference in the Company SEC Reports (including all any related notes and schedules) of Parent included in the Parent SEC Documents fairly present present, in all material respects respects, the consolidated financial position of Parent the Company and its consolidated Subsidiaries, as at the respective dates thereof (if amended, Subsidiaries as of the date of the last such amendment)dates thereof, and the consolidated results of their operations and their consolidated cash flows for the respective periods then ended (subject, in the case of the unaudited statements, to normal year-end audit adjustments and to any other adjustments described set forth therein, including the notes thereto) and in conformity each case were prepared in accordance with GAAP (except, in the case of the unaudited statements, as permitted by the SEC) consistently applied on a consistent basis during the periods involved (except as may otherwise disclosed in the notes thereto and subject, where appropriate, to normal year-end adjustments that would not be indicated therein material in amount or effect). (c) There are no liabilities or obligations of the Company or any Company Subsidiary (whether accrued, contingent, absolute, determined, determinable or otherwise) which, individually or in the aggregate, would be material to the Company and its Subsidiaries taken as a whole other than (i) liabilities or obligations disclosed or provided for in the Balance Sheet or disclosed in the notes thereto); (ii) liabilities or obligations incurred after the Balance Sheet Date in the ordinary course of business; (iii) liabilities under this Agreement or incurred in connection with the transactions contemplated hereby; and (iv) liabilities disclosed on Section 4.15 of the Disclosure Letter. (d) The Company has heretofore made available or promptly will make available to Parent and Merger Sub a complete and correct copy of any amendments or modifications to any Company SEC Reports filed prior to the date hereof which are required to be filed with the SEC but have not yet been filed with the SEC, and any Company SEC Reports required to be filed by the Company on or after the date hereof and prior to the Effective Time.

Reports and Financial Statements. (a) Parent has timely filed or furnished all forms, documents and reports, schedules, certifications, prospectuses, registration and other statements reports required to be filed or furnished prior to the date hereof by it Parent with the SEC pursuant to the Exchange Act or the Securities Act since January 1December 31, 2020 1997 (collectively, the "Parent SEC Reports"), and has previously made available to the Company true and complete copies of all such documents and reports filed or furnished by Parent or any of its Subsidiaries, the “Parent SEC Documents”)Reports. As Such Parent SEC Reports, as of their respective dates ordates, if amended, as of the date of the last such amendment, the Parent SEC Documents complied in all material respects with the applicable requirements of the Securities Act and the Exchange Act, as the case may be be, and none of the Parent such SEC Documents Reports contained any untrue statement of a material fact or omitted to state any a material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they were made, not misleading, except that information set forth in the Parent SEC Documents as of a later date (but before the date of this Agreement) will be deemed to modify information as of an earlier date. (b) . The consolidated financial statements (including all related notes and schedules) of Parent included in the Parent SEC Documents Reports have been prepared in accordance with GAAP consistently applied throughout the periods indicated (except as otherwise noted therein or, in the case of unaudited statements, as permitted by Form 10-Q of the SEC) and fairly present (subject, in all material respects the case of unaudited statements, to normal, recurring year-end adjustments and any other adjustments described therein) the consolidated financial position of Parent and its consolidated Subsidiaries, Subsidiaries as at the respective dates thereof (if amended, as of the date of the last such amendment), and the consolidated results of their operations and their consolidated cash flows of Parent and its consolidated Subsidiaries for the respective periods then ended (subjectended. Since December 31, 1998, there has been no change in the case any of the unaudited statementssignificant accounting (including tax accounting) policies, to normal year-end audit adjustments and to any other adjustments described therein, including the notes thereto) in conformity with GAAP (except, in the case practices or procedures of the unaudited statements, as permitted by the SEC) applied on a consistent basis during the periods involved (except as may be indicated therein Parent or in the notes thereto)any of its consolidated Subsidiaries.

Reports and Financial Statements. (ai) Parent has filed As of the date hereof, neither ACCO nor any of its Subsidiaries is required to file any form, report, registration statement, prospectus or furnished all formsother document with the SEC. With respect to ACCO and its Subsidiaries, documents and none of the registration statements, prospectuses, reports, schedules, certificationsforms, prospectuses, registration statements and other statements documents required to be filed or furnished prior to the date hereof by it Fortune and its Subsidiaries with the SEC since January 1, 2020 2002 (collectively, including all such documents and reports filed or furnished by Parent or any of its Subsidiariesexhibits thereto, the “Parent Fortune SEC DocumentsReports”). As of their respective dates , at the time it was filed (or, if amended, as of amended or superseded by a filing prior to the date of this Agreement, then on the last date of such amendmentfiling), the Parent SEC Documents complied in all material respects with the requirements of the Securities Act and the Exchange Act, as the case may be and none of the Parent SEC Documents contained any untrue statement of a material fact or omitted to state any a material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they were made, not misleading, except that information set forth in the Parent SEC Documents as of a later date (but before the date of this Agreement) will be deemed to modify information as of an earlier date. (bii) Included in Section 5.3(d)(ii) of the ACCO Disclosure Schedule are the consolidated balance sheets of ACCO and Subsidiaries as of December 27, 2004, 2003 and 2002, and the consolidated statements of income, cash flows and stockholders’ equity for the years ended December 27, 2004, 2003 and 2002 (such statements, together with the notes thereto, the “ACCO Financial Statements”). The consolidated financial statements ACCO Financial Statements (including all the related notes and schedulesnotes) of Parent included in the Parent SEC Documents fairly present present, in all material respects respects, the consolidated financial position and consolidated results of Parent operations and cash flows of ACCO and its consolidated Subsidiaries, Subsidiaries as at of the respective dates thereof (if amended, as of the date of the last such amendment), and the consolidated results of their operations and their consolidated cash flows or for the respective periods then ended (subject, in the case of the unaudited statements, to normal year-end audit adjustments and to any other adjustments described set forth therein, including the notes thereto) all in conformity with GAAP (except, in the case of the unaudited statements, as permitted by the SEC) consistently applied on a consistent basis during the periods involved (except as may otherwise noted therein. (iii) Except as disclosed in the ACCO Financial Statements, since January 1, 2005, ACCO and its Subsidiaries have not incurred any liabilities that are of a nature that would be indicated therein required to be disclosed on a consolidated balance sheet of ACCO and its Subsidiaries or in the notes thereto)footnotes thereto prepared in conformity with GAAP, other than liabilities incurred in the ordinary course of business or that, individually or in the aggregate, would not reasonably be expected to have a Material Adverse Effect on ACCO. (iv) ACCO and its Subsidiaries have designed and maintain a system of internal controls over financial reporting (as defined in Rules 13a-15(f) and 15d-15(f) of the Exchange Act) sufficient to provide reasonable assurances regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with GAAP. ACCO (A) has designed and maintains disclosure controls and procedures (as defined in Rules 13a-15(e) and 15d-15(e) of the Exchange Act) to ensure that material information required to be disclosed by Fortune (with respect to ACCO and its Subsidiaries) in the reports that Fortune files or submits under the Exchange Act is recorded, processed, summarized and reported within the time periods specified in the SEC’s rules and forms and is accumulated and communicated to Fortune’s management as appropriate to allow timely decisions regarding required disclosure and to make the certifications of the principal executive officer and principal financial officer of Fortune required under the Exchange Act with respect to such reports and (B) has disclosed, based on its most recent evaluation of such disclosure controls and procedures prior to the date hereof to Fortune’s auditors and the audit committee of Fortune’s Board of Directors (x) any significant deficiencies and material weaknesses in the design or operation of ACCO’s internal controls over financial reporting that are reasonably likely to adversely affect in any material respect Fortune’s ability to record, process, summarize and report financial information and (y) any fraud, whether or not material, that involves management or other employees of ACCO who have a significant role in Fortune’s internal controls over financial reporting. ACCO has made available to GBC any such disclosure made by management to Fortune’s auditors and the audit committee of Fortune’s Board of Directors. ACCO has disclosed to its Knowledge, based on its most recent evaluation of ACCO’s disclosure controls and procedures prior to the date hereof, to GBC any fraud, whether or not material, that involves management or other employees of ACCO in the United States who have a significant role in ACCO’s internal controls over financial reporting.

Reports and Financial Statements. (a) Parent has filed or furnished all forms, documents and required reports, schedules, certificationsforms, prospectuses, registration statements and other statements documents required to be filed or furnished prior to the date hereof by it with the SEC since January 1, 2020 1997 (collectively, including all such documents and reports filed or furnished by Parent or any of its Subsidiariesexhibits thereto, the “"PARENT SEC REPORTS"). No Subsidiary of Parent is required to file any form, report or other document with the SEC. None of the Parent SEC Documents”). As Reports filed prior to the date of this Agreement (as of their respective dates or, if amendedamended or superseded by a filing prior to the date of this Agreement, then instead, as of the date of the last such amendmentfiling), the Parent SEC Documents complied in all material respects with the requirements of the Securities Act and the Exchange Act, as the case may be and none of the Parent SEC Documents contained any untrue statement of a material fact or omitted to state any a material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading, except that information set forth in . Each of the Parent SEC Documents as of a later date (but before the date of this Agreement) will be deemed to modify information as of an earlier date. (b) The consolidated financial statements (including all the related notes and schedulesnotes) of Parent included in the Parent SEC Documents fairly present Reports presents fairly, in all material respects, the consolidated financial position and consolidated results of operations and cash flows of Parent and its Subsidiaries as of the respective dates or for the respective periods set forth therein, all in conformity with (and prepared in all material respects in accordance with) U.S. GAAP consistently applied during the consolidated financial position of Parent and its consolidated Subsidiaries, periods involved except as at the respective dates thereof (if amended, as of the date of the last such amendment)otherwise noted therein, and the consolidated results of their operations and their consolidated cash flows for the respective periods then ended (subject, in the case of the unaudited interim financial statements, to normal and recurring year-end audit adjustments which are not expected to be material. All of such Parent SEC Reports, as of their respective dates (and to any other adjustments described therein, including the notes thereto) in conformity with GAAP (except, in the case as of the unaudited statementsdate of any amendment to the respective Parent SEC Report), complied as permitted by to form in all material respects with the SEC) applied on a consistent basis during applicable requirements of the periods involved (except as may be indicated therein or in Securities Act and the notes thereto)Exchange Act.

Reports and Financial Statements. (ai) Parent Each of GBC and its Subsidiaries has filed or furnished all formsregistration statements, documents and prospectuses, reports, schedules, certificationsforms, prospectuses, registration statements and other statements documents required to be filed or furnished prior to the date hereof by it with the SEC since January 1, 2020 2002 (collectively, including all such documents and reports filed or furnished by Parent or any of its Subsidiariesexhibits thereto, the “Parent GBC SEC DocumentsReports”). As No Subsidiary of their respective dates GBC is required to file any form, report, registration statement, prospectus or other document with the SEC. None of the GBC SEC Reports, at the time it was filed (or, if amended, as of amended or superseded by a filing prior to the date of this Agreement, then on the last date of such amendmentfiling), the Parent SEC Documents complied in all material respects with the requirements of the Securities Act and the Exchange Act, as the case may be and none of the Parent SEC Documents contained any untrue statement of a material fact or omitted to state any a material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they were made, not misleading, except that information set forth . Included in Section 5.1(d)(i) of the Parent SEC Documents GBC Disclosure Schedule are the consolidated balance sheet of GBC and its Subsidiaries as of a later date December 31, 2004 and the related consolidated statements of income, cash flows and stockholders’ equity for the year ended December 31, 2004 (but before such statements, together with the date notes thereto, the “GBC 2004 Financial Statements”). Each of this Agreement) will be deemed to modify information as the GBC 2004 Financial Statements and each of an earlier date. (b) The consolidated the financial statements (including all the related notes and schedulesnotes) of Parent included in the Parent GBC SEC Documents Reports fairly present presents, in all material respects respects, the consolidated financial position and consolidated results of Parent operations and cash flows of GBC and its consolidated Subsidiaries, Subsidiaries as at of the respective dates thereof (if amended, as of the date of the last such amendment), and the consolidated results of their operations and their consolidated cash flows or for the respective periods then ended set forth therein, all in conformity with generally accepted accounting principles (“GAAP”) consistently applied during the periods involved except as otherwise noted therein, and subject, in the case of the unaudited interim financial statements, to normal and recurring year-end audit adjustments adjustments. All GBC SEC Reports, as of their respective filing dates (and as of the date of any amendment to the respective GBC SEC Report), complied as to form in all material respects to the extent in effect at the time of filing, with the applicable requirements of the Securities Act, the Exchange Act and the Xxxxxxxx-Xxxxx Act of 2002 (the “Sarbanes Act”) and the rules and regulations promulgated thereunder. (ii) Except as disclosed in the GBC SEC Reports filed and publicly available prior to the date hereof (the “GBC Filed SEC Reports”) or in the GBC 2004 Financial Statements, since January 1, 2005, GBC and its Subsidiaries have not incurred any other adjustments described therein, including liabilities that are of a nature that would be required to be disclosed on a consolidated balance sheet of GBC and its Subsidiaries or in the notes thereto) footnotes thereto prepared in conformity with GAAP (exceptGAAP, other than liabilities incurred in the case ordinary course of the unaudited statementsbusiness or that, as permitted by the SEC) applied on a consistent basis during the periods involved (except as may be indicated therein individually or in the notes theretoaggregate, would not reasonably be expected to have a Material Adverse Effect on GBC. (iii) Each of the principal executive officer of GBC and the principal financial officer of GBC (or each former principal executive officer of GBC and each former principal financial officer of GBC, as applicable) has made all certifications required by Rule 13a-14 or 15d-14 under the Exchange Act and Sections 302 and 906 of the Sarbanes Act with respect to the GBC SEC Reports and the statements contained in such certifications are true, complete and correct. For purposes of this Section 5.1(d), “principal executive officer” and “principal financial officer” shall have the meanings given to such terms in the Sarbanes Act. (iv) GBC and its Subsidiaries have designed and maintain a system of internal controls over financial reporting (as defined in Rules 13a-15(f) and 15d-15(f) of the Exchange Act) sufficient to provide reasonable assurances regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with GAAP. GBC (A) has designed and maintains disclosure controls and procedures (as defined in Rules 13a-15(e) and 15d-15(e) of the Exchange Act) to ensure that material information required to be disclosed by GBC in the reports that it files or submits under the Exchange Act is recorded, processed, summarized and reported within the time periods specified in the SEC’s rules and forms and is accumulated and communicated to GBC’s management as appropriate to allow timely decisions regarding required disclosure and to make the certifications of the principal executive officer and principal financial officer of GBC required under the Exchange Act with respect to such reports and (B) has disclosed, based on its most recent evaluation of such disclosure controls and procedures prior to the date hereof to GBC’s auditors and the audit committee of GBC’s Board of Directors (x) any significant deficiencies and material weaknesses in the design or operation of internal controls over financial reporting that are reasonably likely to adversely affect in any material respect GBC’s ability to record, process, summarize and report financial information and (y) any fraud, whether or not material, that involves management or other employees who have a significant role in GBC’s internal controls over financial reporting. GBC has made available to Fortune and ACCO any such disclosure made by management to GBC’s auditors and the audit committee of GBC’s Board of Directors.

Reports and Financial Statements. (a) Parent and each of its Subsidiaries has filed or furnished all forms, documents and reports, schedules, certifications, prospectuses, registration and other statements reports required to be filed or furnished prior to the date hereof by it with the SEC since January 1July 12, 2020 2012 (all such documents and reports filed or furnished by a Parent Entity or any of its Subsidiaries, the “"Parent SEC Documents”Documents "). As of their respective dates or, if amended, as of the date of the last such amendment, the Parent SEC Documents complied in all material respects with the requirements of the Securities Act, the Exchange Act and the Exchange ActSaxxxxxx-Xxxxx Xct, as the case may be be, and the applicable rules and regulations promulgated thereunder, and none of the Parent SEC Documents contained any untrue statement of a material fact or omitted to state any material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they were made, not misleading, except that information set forth in the Parent SEC Documents as of a later date (but before the date of this Agreement) will be deemed to modify information as of an earlier date. (b) The consolidated financial statements (including all related notes and schedules) of each Parent Entity included in the applicable Parent SEC Documents (the "Parent Financial Statements") (i) fairly present in all material respects the consolidated financial position of such Parent Entity and its consolidated Subsidiaries, as at the respective dates thereof (if amended, as of the date of the last such amendment)thereof, and the consolidated results of their operations and their consolidated cash flows for the respective periods then ended ended, (subject, in the case of the unaudited statements, to normal year-end audit adjustments and to any other adjustments described therein, including the notes theretoii) were prepared in conformity with GAAP (except, in the case of the unaudited statements, as permitted by subject to normal year-end audit adjustments and the SECabsence of footnote disclosure) applied on a consistent basis during the periods involved (except as may be indicated therein or in the notes thereto), (iii) comply in all material respects with the applicable accounting requirements and with the rules and regulations of the SEC, the Exchange Act and the Securities Act. (c) As of the date hereof, there are no outstanding or unresolved comments in any comment letters of the staff of the SEC received by Parent relating to the Parent SEC Documents.

Reports and Financial Statements. (a) Parent has and its Subsidiaries have filed or furnished all forms, documents and reports, schedules, certificationsforms, prospectusesstatements, registration declarations, applications and other statements documents required to be filed or furnished prior to the date hereof by it them with the SEC since January 1, 2020 1999 (collectively, including all such documents and reports filed or furnished by Parent or any of its Subsidiariesexhibits thereto, the “"Parent SEC Documents”Reports"). As None of the Parent SEC Reports, as of their respective dates or(and, if amended, as of amended or superseded by a filing prior to the date of this Agreement or the last Closing Date, then on the date of such amendmentfiling), the Parent SEC Documents complied in all material respects with the requirements of the Securities Act and the Exchange Act, as the case may be and none of the Parent SEC Documents contained or will contain any untrue statement of a material fact or omitted or will omit to state any a material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they were made, not misleading, except that information set forth in . Each of the Parent SEC Documents as of a later date (but before the date of this Agreement) will be deemed to modify information as of an earlier date. (b) The consolidated financial statements of Parent (including all the related notes and schedulesnotes) of Parent included in the Parent SEC Documents fairly present Reports presents fairly, in all material respects respects, the consolidated financial position and consolidated results of operations and cash flows of Parent and its consolidated Subsidiaries, Subsidiaries as at of the respective dates thereof (if amended, as of the date of the last such amendment), and the consolidated results of their operations and their consolidated cash flows or for the respective periods then ended (set forth therein, all in conformity with GAAP consistently applied during the periods involved except as otherwise noted therein, and subject, in the case of the unaudited interim financial statements, to the absence of footnotes and to normal year-end audit adjustments that have not been and are not expected to any other adjustments described thereinbe material in amount. All of such Parent SEC Reports, including the notes thereto) in conformity with GAAP as of their respective dates (except, in the case and as of the unaudited statementsdate of any amendment to the respective Parent SEC Report), complied as permitted by to form in all material respects with the SEC) applied on a consistent basis during applicable requirements of the periods involved (except as may be indicated therein or in Securities Act, the notes thereto)Exchange Act and the 1935 Act and the rules and regulations promulgated thereunder.

Reports and Financial Statements. (a) Parent and each of its Subsidiaries has filed with or furnished to the SEC all forms, documents and reports, schedules, certificationsforms, prospectuses, registration statements and other statements documents required to be filed or furnished prior to the date hereof by it with the SEC since January 1, 2020 (all such documents and reports filed or furnished by Parent or any of its Subsidiaries, the “Parent SEC Documents”). As of their respective dates of filing or, in the case of Parent SEC Documents that are registration statements filed pursuant to the requirements of the Securities Act, their respective dates of effectiveness, or, if amendedamended prior to the date hereof, as of the date of the last such amendment, the Parent SEC Documents complied complied, as to form, in all material respects with the requirements of the Securities Act, the Exchange Act and the Exchange Xxxxxxxx-Xxxxx Act, as the case may be be, and none of the Parent SEC Documents contained any untrue statement of a material fact or omitted to state any material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they were made, not misleading, except that information set forth in the Parent SEC Documents as of a later date (but before the date of this Agreementhereof) will be deemed to modify information as of an earlier date. (b) The consolidated financial statements (including all related notes and schedulesschedules thereto) of Parent included in the Parent SEC Documents (i) fairly present in all material respects the consolidated financial position of Parent and its consolidated Subsidiaries, as at the respective dates thereof (if amended, as of the date of the last such amendment)thereof, and the consolidated results of their operations and their consolidated cash flows for the respective periods then ended (subject, in the case of the unaudited statements, to normal year-end audit adjustments and to any other adjustments described therein), including the notes thereto(ii) were prepared in conformity with GAAP (except, in the case of the unaudited statements, as permitted by applicable rules and regulations of the SEC) applied on a consistent basis during the periods involved (except as may be indicated therein or in the notes thereto), (iii) have been prepared from, and are in accordance with, the books and records of Parent and its consolidated Subsidiaries and (iv) comply, as to form, in all material respects with the applicable accounting requirements and with the rules and regulations of the SEC, the Exchange Act and the Securities Act. (c) There are no outstanding or unresolved comments from, or unresolved issues raised by, the staff of the SEC relating to the Parent SEC Documents. Parent has heretofore made available to the Company true, correct and complete copies of all written correspondence between Parent and the SEC occurring since January 1, 2020. None of the Parent SEC Documents is, to the knowledge of Parent, the subject of ongoing SEC review, and no enforcement action has been initiated against Parent relating to disclosures contained in or omitted from any Parent SEC Document. (d) Neither Parent nor any of its Subsidiaries is a party to, nor does it have any commitment to become a party to, any joint venture, off-balance sheet partnership or any similar contract (including any contract relating to any transaction or relationship between or among Parent or any of its Subsidiaries, on the one hand, and any unconsolidated affiliate, including any structured finance, special purpose or limited purpose entity or person, on the other hand) or any “off-balance sheet arrangements” (as defined in Item 303(a) of Regulation S-K of the SEC), where the result, purpose or effect of such contract is to avoid disclosure of any material transaction involving, or material liabilities of, Parent or any of its Subsidiaries in Parent’s financial statements or other Parent SEC Documents.

Reports and Financial Statements. (a) Parent has filed or furnished all forms, documents and reports, schedulesstatements, certifications, prospectuses, registration documents and other statements reports required to be filed or furnished prior to the date hereof by it with the SEC since January 1, 2020 2021 (all such documents as amended and reports filed or furnished by Parent or any of its Subsidiariessupplemented from time to time, the “Parent SEC Documents”). As , each of their respective dates which, in each case as of its date, or, if amended, as of finally amended prior to the date of the last such amendmentthis Agreement, the Parent SEC Documents complied as to form in all material respects with the applicable requirements of the Securities Act, the Exchange Act and the Exchange Xxxxxxxx-Xxxxx Act, as the case may be be, and the applicable rules and regulations promulgated thereunder, as of the date filed with the SEC, and none of the Parent SEC Documents contained any untrue statement of a material fact or omitted to state any material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they were made, not misleading, except that information set forth in the Parent SEC Documents as . As of a later date (but before the date of this Agreement) will be deemed , there are no outstanding or unresolved comments received from the SEC with respect to modify information as any of an earlier datethe Parent SEC Documents, and, to the Knowledge of Parent, none of the Parent SEC Documents is the subject of ongoing SEC review or investigation. (b) The consolidated financial statements (including all related notes and schedules) of Parent and its Subsidiaries included in the Parent SEC Documents (if amended, as of the date of the last such amendment) fairly present presented in all material respects the consolidated financial position of Parent and its consolidated Subsidiaries, as at the respective dates thereof (if amended, as of the date of the last such amendment)thereof, and the consolidated results of their operations and their consolidated cash flows for the respective periods then ended (subject, in the case of the unaudited statements, to normal year-end audit adjustments and to any other adjustments described therein, including the notes thereto) , and except that the unaudited statements may not contain footnotes and are subject to normal year-end adjustments), were prepared in all material respects in conformity with GAAP (except, in the case of the unaudited statements, as permitted by the SEC) applied on a consistent basis during the periods involved (except as may be indicated therein or in the notes thereto). None of the Subsidiaries of Parent is required to file periodic reports with the SEC. (c) With respect to each annual report on Form 10-K and each quarterly report on Form 10-Q and each amendment of any such report included in the Parent SEC Documents filed since January 1, 2021, the principal executive officer and principal financial officer of Parent (or each former principal executive officer and each former principal financial officer of Parent) have made all certifications required by the Xxxxxxxx-Xxxxx Act and any related rules and regulations promulgated by the SEC, and the statements contained in any such certifications are complete and correct as of their respective dates (except for such certifications contained in a Parent SEC Document that was subsequently amended). (d) Since January 1, 2021, there has been no change in Parent’s accounting policies or the methods of making accounting estimates or changes in estimates that are material to Parent’s financial statements except as described in the Parent SEC Documents or except as may be required by any regulatory authority. The reserves reflected in Parent’s financial statements are in accordance with GAAP and have been calculated in a consistent manner. (e) Parent is in compliance in all material respects with the applicable listing and corporate governance rules and regulations of the NYSE. Except as permitted by the Exchange Act, including Sections 13(k)(2) and 13(k)(3) thereunder, or the rules and regulations promulgated by the SEC, since January 1, 2021, neither Parent nor any of its Affiliates has made, arranged or modified (in any material way) any extensions of credit in the form of a personal loan to any executive officer or director of Parent. (f) No bankruptcy, insolvency, winding up, or similar proceedings have occurred or are pending or, to the Knowledge of Parent, threatened against Parent or any of its Subsidiaries or Parent’s or any of its Subsidiaries’ properties or assets, and there is no basis therefor. Each of Parent’s and its Subsidiaries is, and will be as of immediately prior to the Closing, financially solvent in accordance with GAAP.

Reports and Financial Statements. (a) Parent has timely filed or furnished all forms, documents and required reports, schedules, certificationsforms, prospectuses, registration statements and other statements documents required to be filed or furnished prior to the date hereof by it with the SEC since January 1June 30, 2020 1995 (collectively, including all such documents exhibits, financial statements and reports filed or furnished by Parent or any of its Subsidiariesschedules thereto, the “"PARENT SEC REPORTS"). No Subsidiary of Parent is required to file any form, report or other document with the SEC. None of the Parent SEC Documents”). As Reports, as of their respective dates or(and, if amended, as of amended or superseded by a filing prior to the date of the last such amendmentthis Agreement or, the solely with respect to Parent SEC Documents complied in all material respects with Reports filed after the requirements date hereof, prior to the Closing Date, then on the date of the Securities Act and the Exchange Actsuch filing), as the case may be and none of the Parent SEC Documents contained or will contain any untrue statement of a material fact or omitted or will omit to state any a material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they were made, not misleading, except that information set forth in . Each of the Parent SEC Documents as of a later date (but before the date of this Agreement) will be deemed to modify information as of an earlier date. (b) The consolidated financial statements (including all the related notes and schedulesnotes) of Parent included in the Parent SEC Documents fairly present Reports complied as to form in all material respects with applicable accounting requirements and with the published rules and regulations of the SEC with respect thereto and presents fairly the consolidated financial position and consolidated results of operations and cash flows of Parent and its consolidated Subsidiaries, Subsidiaries as at of the respective dates thereof (if amended, as of the date of the last such amendment), and the consolidated results of their operations and their consolidated cash flows or for the respective periods then ended (set forth therein, all in conformity with U.S. GAAP consistently applied during the periods involved except as otherwise noted therein, and subject, in the case of the unaudited interim financial statements, to normal and recurring year-end audit adjustments that have not been and are not expected to any other adjustments described thereinbe material in amount. All of such Parent SEC Reports, including the notes thereto) in conformity with GAAP as of their respective dates (except, in the case and as of the unaudited statementsdate of any amendment to the respective Parent SEC Report), complied as permitted by to form in all material respects with the SEC) applied on a consistent basis during applicable requirements of the periods involved (except as may be indicated therein or in Securities Act and the notes thereto)Exchange Act and the rules and regulations promulgated thereunder.

Reports and Financial Statements. (a) Parent has and each of its Subsidiaries have filed or furnished all forms, documents and reports, schedules, certifications, prospectuses, registration and other statements reports required to be filed or furnished prior to the date hereof Original Agreement Date by it with the SEC since January 1, 2020 2018 (all such forms, documents and reports filed or furnished by Parent or any of its Subsidiariesreports, the “Parent SEC Documents”). As of their respective dates or, if amended, as of the date of the last such amendment, the Parent SEC Documents complied in all material respects with the requirements of the Securities Act, the Exchange Act and the Exchange Xxxxxxxx-Xxxxx Act, as the case may be be, and the applicable rules and regulations promulgated thereunder, and none of the Parent SEC Documents at the time they were filed or furnished contained any untrue statement of a material fact or omitted to state any material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they were made, not materially misleading. None of Parent’s Subsidiaries is, except that information set forth in or at any time since January 1, 2018 has been, required to file any forms, reports or other documents with the Parent SEC Documents as of a later date (but before the date of this Agreement) will be deemed to modify information as of an earlier dateSEC. (b) The consolidated financial statements (including all related notes and schedules) of Parent included in the Parent SEC Documents (the “Parent Financial Statements”) at the time they were filed or furnished (i) fairly present in all material respects the consolidated financial position of Parent and its consolidated Subsidiaries, as at the respective dates thereof (if amended, as of the date of the last such amendment)thereof, and the consolidated results of their operations and their consolidated cash flows for the respective periods then ended (subjectexcept, in the case of the unaudited statements, subject to normal year-end audit adjustments adjustments, the absence of notes and to any other adjustments described therein, including in any notes thereto or with respect to pro forma financial information, subject to the notes theretoqualifications stated therein), (ii) were prepared in conformity with GAAP (except, in the case of the unaudited statements, as permitted by the SEC) applied on a consistent basis during the periods involved (except as may be indicated therein or in the notes thereto) and (iii) comply in all material respects with the applicable accounting requirements and with the rules and regulations of the SEC, the Exchange Act and the Securities Act. (c) As of the Original Agreement Date, there are no outstanding or unresolved comments in any comment letters of the staff of the SEC received by Parent relating to the Parent SEC Documents. As of the Original Agreement Date, none of the Parent SEC Documents is, to the knowledge of Parent, the subject of ongoing SEC review. (d) Neither Parent nor any of its Subsidiaries is a party to, or has a commitment to effect, enter into or create, any joint venture, or “off-balance sheet arrangement” (as defined in Item 303(a) of Regulation S-K under the Exchange Act), where the result, purpose or effect of such Contract is to avoid disclosure of any material transaction involving, or material liabilities of, Parent or any of its Subsidiaries in the Parent Financial Statements or other Parent SEC Documents.

Reports and Financial Statements. (a) Parent has filed or furnished all forms, documents and reports, schedulesstatements, certifications, prospectuses, registration documents and other statements reports required to be filed or furnished prior to the date hereof by it with the SEC since January 1, 2020 2021 (all such documents as amended and reports filed or furnished by Parent or any of its Subsidiariessupplemented from time to time, the “Parent SEC Documents”). As , each of their respective dates which, in each case as of its date, or, if amended, as of finally amended prior to the date of the last such amendmentthis Agreement, the Parent SEC Documents complied as to form in all material respects with the applicable requirements of the Securities Act, the Exchange Act and the Exchange Xxxxxxxx-Xxxxx Act, as the case may be be, and the applicable rules and regulations promulgated thereunder, as of the date filed with the SEC, and none of the Parent SEC Documents contained any untrue statement of a material fact or omitted to state any material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they were made, not misleading, except that information set forth in the Parent SEC Documents as . As of a later date (but before the date of this Agreement) will be deemed , there are no outstanding or unresolved comments received from the SEC with respect to modify information as any of an earlier datethe Parent SEC Documents, and, to the Knowledge of Parent, none of the Parent SEC Documents is the subject of ongoing SEC review or investigation. (b) The consolidated financial statements (including all related notes and schedules) of Parent and its Subsidiaries included in the Parent SEC Documents (if amended, as of the date of the last such amendment prior to the date of this Agreement) fairly present presented in all material respects the consolidated financial position of Parent and its consolidated Subsidiaries, as at the respective dates thereof (if amended, as of the date of the last such amendment)thereof, and the consolidated results of their operations and their consolidated cash flows for the respective periods then ended (subject, in the case of the unaudited statements, to normal year-end audit adjustments and to any other adjustments described therein, including the notes thereto) ), were prepared in all material respects in conformity with GAAP (except, in the case of the unaudited statements, as permitted by the SEC) applied on a consistent basis during the periods involved (except as may be indicated therein or in the notes thereto). None of the Subsidiaries of Parent is required to file periodic reports with the SEC. (c) Since February 22, 2022, no bankruptcy, insolvency, winding up, or similar proceedings have occurred or are pending or, to the Knowledge of Parent, threatened against Parent or any of its Subsidiaries or Parent’s or any of its Subsidiaries’ properties or assets, and there is no basis therefor. Each of Parent and its Subsidiaries is, and will be as of immediately prior to the Closing, financially solvent in accordance with GAAP. (d) Parent is a “foreign private issuer” (as defined in Rule 405 under the Securities Act). (e) Parent is in compliance in all material respects with the applicable listing and corporate governance rules and regulations of the NYSE.

Reports and Financial Statements. (a) Parent has filed or furnished all forms, documents and reports, schedules, certifications, prospectuses, registration and other statements reports required to be filed or furnished prior to the date hereof by it with the SEC since January 1December 28, 2020 2003 (all such documents and reports filed or furnished by Parent or any of its Subsidiaries, the “Parent "PARENT SEC Documents”DOCUMENTS"). As of their respective dates dates, or, if amendedamended prior to the date hereof, as of the date of the last such amendmentamendment prior to the date hereof, the Parent SEC Documents complied in all material respects with the requirements of the Securities Act and the Exchange Act, as the case may be be, and the applicable rules and regulations promulgated thereunder, and, as of their respective dates, none of the Parent SEC Documents contained any untrue statement of a material fact or omitted to state any material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they were made, not misleading, except that information set forth in the Parent SEC Documents as of a later date (but before the date of this Agreement) will be deemed to modify information as of an earlier date. (b) The consolidated financial statements (including all related notes and schedules) of Parent included in the Parent SEC Documents fairly present in all material respects the consolidated financial position of Parent and its consolidated Subsidiaries, as at the respective dates thereof (if amended, as of the date of the last such amendment)thereof, and the consolidated results of their operations and their consolidated cash flows for the respective periods then ended indicated (subject, in the case of the unaudited statements, to normal year-end audit adjustments and to any other adjustments described therein, including the notes thereto) in conformity with GAAP (except, in the case of the unaudited statements, as permitted by the SEC) applied on a consistent basis during the periods involved (except as may be indicated therein or in the notes thereto).

Reports and Financial Statements. (a) Since January 1, 2001, Parent has filed or furnished with the SEC all material forms, documents and reports, schedules, certificationsregistration statements, prospectuses, registration reports, schedules and other statements required to be filed or furnished prior to the date hereof by it with the SEC since January 1documents (including all exhibits, 2020 post-effective amendments and supplements thereto) (all such documents and reports filed or furnished by Parent or any of its Subsidiaries, the “Parent SEC Documents”). As of their respective dates or, if amended, as of the date of the last such amendment, the Parent SEC Documents complied in all material respects with the requirements ) required to be filed by it under each of the Securities Act and the Exchange Act, all of which, as amended if applicable, complied in all material respects as to form with all applicable requirements of the case may be appropriate Act, SOX and none the rules and regulations thereunder. As of their respective dates (taking into account any amendments or supplements filed prior to the date hereof), the Parent SEC Documents contained did not contain any untrue statement of a material fact or omitted omit to state any a material fact required to be stated therein or necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading, except that information set forth in the Parent SEC Documents as of a later date (but before the date of this Agreement) will be deemed to modify information as of an earlier date. (b) Each of the principal executive officer of Parent and the principal financial officer of Parent (or each former principal executive officer of Parent and each former principal financial officer of Parent, as applicable) has made all certifications required by Rule 13a-14 or 15d-14 under the Exchange Act or Sections 302 and 906 of SOX and the rules and regulations of the SEC promulgated thereunder with respect to the Parent SEC Documents, and to the knowledge of Parent, the statements contained in such certifications are true and correct. For purposes of this Section 4.05(b), “principal executive officer” and “principal financial officer” shall have the meanings given to such terms in SOX. Neither Parent nor any of its Subsidiaries has outstanding, or has arranged any outstanding, “extensions of credit” to directors or executive officers within the meaning of Section 402 of SOX. (c) The consolidated financial statements (including all related notes and schedules) of Parent included in the Parent SEC Documents fairly present comply as to form, as of their respective dates of filing with the SEC, in all material respects with applicable accounting requirements and the consolidated financial position of Parent published rules and its consolidated Subsidiaries, as at the respective dates thereof (if amended, as regulations of the date of the last such amendment)SEC with respect thereto, and the consolidated results of their operations and their consolidated cash flows for the respective periods then ended (subject, have been prepared in the case of the unaudited statements, to normal year-end audit adjustments and to any other adjustments described therein, including the notes thereto) in conformity accordance with GAAP (except, in the case of the unaudited statements, as permitted by Form 10-Q or 8-K or the applicable rules of the SEC) applied on a consistent basis during the periods involved (except as may be indicated therein or in the notes thereto) and fairly present the consolidated financial position of Parent and its consolidated Subsidiaries as of the dates thereof and the consolidated results of their operations and cash flows for the periods then ended (subject, in the case of unaudited statements, to normal year-end audit adjustments which are not material). The books and records of Parent and its Subsidiaries are maintained in all material respects in accordance with GAAP and any other applicable legal and accounting requirements. (d) Neither Parent nor any of its Subsidiaries is a party to, or has any commitment to become a party to, any joint venture, off-balance sheet partnership or any similar contract or arrangement (including any contract or arrangement relating to any transaction or relationship between or among Parent and any of its Subsidiaries, on the one hand, and any unconsolidated Affiliate, including any structured finance, special purpose or limited purpose entity or Person, on the other hand or any “off-balance sheet arrangements” (as defined in Item 303(a) of Regulation S-K of the SEC)), where the result, purpose or intended effect of such contract or arrangement is to avoid disclosure of any material transaction involving, or material Liabilities of, Parent or any of its Subsidiaries in Parent’s or such Subsidiary’s published financial statements or other the Parent SEC Documents. (e) Parent maintains a system of internal accounting controls sufficient to provide reasonable assurance that: (i) transactions are executed in accordance with management’s general or specific authorizations; (ii) transactions are recorded as necessary to permit preparation of financial statements in conformity with GAAP and to maintain asset accountability; (iii) access to assets is permitted only in accordance with management’s general or specific authorization; and (iv) the recorded accountability for assets is compared with the existing assets at reasonable intervals and appropriate action is taken with respect to any differences. (f) Parent has in place the “disclosure controls and procedures” (as defined in Rules 13a-15(e) and 15d-15(e) of the Exchange Act) required in order for the Chief Executive Officer and Chief Financial Officer of Parent to engage in the review and evaluation process mandated by the Exchange Act and the rules promulgated thereunder. Parent’s “disclosure controls and procedures” are reasonably designed to ensure that all information (both financial and non-financial) required to be disclosed by Parent in the reports that it files or submits under the Exchange Act is recorded, processed, summarized and reported within the time periods specified in the rules and forms of the SEC, and that all such information is accumulated and communicated to Parent’s management as appropriate to allow timely decisions regarding required disclosure and to make the certifications of the Chief Executive Officer and Chief Financial Officer of Parent required under the Exchange Act with respect to such reports. (g) Since December 31, 2000, Parent has not received from its independent auditors any oral or written notification of a (x) “reportable condition” or (y) “material weakness” in Parent’s internal controls. For purposes of this Agreement, the terms “reportable condition” and “material weakness” shall have the meanings assigned to them in the Statements of Auditing Standards 60, as in effect on the date hereof.

Reports and Financial Statements. (a) Parent has filed or furnished all forms, documents and reports, schedules, certifications, prospectuses, registration and other statements reports required to be filed or furnished prior to the date hereof by it with the SEC since January 1December 28, 2020 2003 (all such documents and reports filed or furnished by Parent or any of its Subsidiaries, the “Parent SEC Documents”). As of their respective dates dates, or, if amendedamended prior to the date hereof, as of the date of the last such amendmentamendment prior to the date hereof, the Parent SEC Documents complied in all material respects with the requirements of the Securities Act and the Exchange Act, as the case may be be, and the applicable rules and regulations promulgated thereunder, and, as of their respective dates, none of the Parent SEC Documents contained any untrue statement of a material fact or omitted to state any material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they were made, not misleading, except that information set forth in the Parent SEC Documents as of a later date (but before the date of this Agreement) will be deemed to modify information as of an earlier date. (b) The consolidated financial statements (including all related notes and schedules) of Parent included in the Parent SEC Documents fairly present in all material respects the consolidated financial position of Parent and its consolidated Subsidiaries, as at the respective dates thereof (if amended, as of the date of the last such amendment)thereof, and the consolidated results of their operations and their consolidated cash flows for the respective periods then ended indicated (subject, in the case of the unaudited statements, to normal year-end audit adjustments and to any other adjustments described therein, including the notes thereto) in conformity with GAAP (except, in the case of the unaudited statements, as permitted by the SEC) applied on a consistent basis during the periods involved (except as may be indicated therein or in the notes thereto).