Common use of SEC Compliance Clause in Contracts

SEC Compliance. (a) Any documents filed with the SEC by any Note Party pursuant to Section 13(a), 13(c), 14 or 15(d) of the Exchange Act when they were or are filed with the SEC, conformed or will conform in all material respects to the applicable requirements of the Exchange Act and the applicable rules and regulations of the SEC thereunder, and did not and will not, as of their respective dates, contain an untrue statement of a material fact or omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading. (b) Parent is subject to and in compliance in all material respects with the requirements of Section 13 or 15(d) of the Exchange Act; and Parent has made all filings required by the SEC in a timely manner to ensure the availability of Form S-3. (c) Except as set forth on Schedule 4.37 annexed hereto, Parent and each of its Subsidiaries maintain (i) effective “internal control over financial reporting” (as defined in Rule 13a-15 under the Exchange Act) and (ii) a system of internal accounting controls sufficient to provide reasonable assurance that (A) transactions are executed in accordance with management’s general or specific authorizations; (B) transactions are recorded as necessary to permit preparation of financial statements in conformity with generally accepted accounting principles and to maintain asset accountability; (C) access to assets is permitted only in accordance with management’s general or specific authorization; and (D) the recorded accountability for assets is compared with the existing assets at reasonable intervals and appropriate action is taken with respect to any differences. (d) Except as set forth on Schedule 4.37 annexed hereto, since the end of Parent’s most recent audited fiscal year, there has been (i) no material weakness in Parent’s internal control over financial reporting (whether or not remediated) and (ii) no change in Parent’s internal control over financial reporting that has materially affected, or is reasonably likely to materially affect, Parent’s internal control over financial reporting. (e) Parent and its Subsidiaries maintain an effective system of “disclosure controls and procedures” (as defined in Rule 13a-15 under the Exchange Act) that is designed to ensure that information required to be disclosed by Parent in 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, including controls and procedures designed to ensure that such information is accumulated and communicated to Parent’s management as appropriate to allow timely decisions regarding required disclosure. Parent and its Subsidiaries have carried out evaluations of the effectiveness of their disclosure controls and procedures as required by the Exchange Act. (f) There is and has been no failure on the part of Parent and any of Parent’s directors or officers, in their capacities as such, to comply with any provision of the Xxxxxxxx-Xxxxx Act of 2002 and the rules and regulations promulgated in connection therewith.

SEC Compliance. (a) Any documents filed with the SEC by any Note Party pursuant to Section 13(a), 13(c), 14 or 15(d) of the Exchange Act when they were or are filed with the SEC, conformed or will conform in all material respects to the applicable requirements of the Exchange Act and the applicable rules and regulations of the SEC thereunder, and did not and will not, as of their respective dates, contain an untrue statement of a material fact or omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading. (b) Parent is subject to and in compliance in all material respects with the requirements of Section 13 or 15(d) of the Exchange Act; and Parent has made all filings required by the SEC in a timely manner to ensure the availability of Form S-3. (c) Except as set forth on Schedule 4.37 annexed hereto4.37, Parent and each of its Subsidiaries maintain (i) effective “internal control over financial reporting” (as defined in Rule 13a-15 under the Exchange Act) and (ii) a system of internal accounting controls sufficient to provide reasonable assurance that (A) transactions are executed in accordance with management’s general or specific authorizations; (B) transactions are recorded as necessary to permit preparation of financial statements in conformity with generally accepted accounting principles and to maintain asset accountability; (C) access to assets is permitted only in accordance with management’s general or specific authorization; and (D) the recorded accountability for assets is compared with the existing assets at reasonable intervals and appropriate action is taken with respect to any differences. (d) Except as set forth on Schedule 4.37 annexed hereto4.37, since the end of Parent’s most recent audited fiscal year, there has been (i) no material weakness in Parent’s internal control over financial reporting (whether or not remediated) and (ii) no change in Parent’s internal control over financial reporting that has materially affected, or is reasonably likely to materially affect, Parent’s internal control over financial reporting. (e) Parent and its Subsidiaries maintain an effective system of “disclosure controls and procedures” (as defined in Rule 13a-15 under the Exchange Act) that is designed to ensure that information required to be disclosed by Parent in 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, including controls and procedures designed to ensure that such information is accumulated and communicated to Parent’s management as appropriate to allow timely decisions regarding required disclosure. Parent and its Subsidiaries have carried out evaluations of the effectiveness of their disclosure controls and procedures as required by the Exchange Act. (f) There is and has been no failure on the part of Parent and any of Parent’s directors or officers, in their capacities as such, to comply with any provision of the Xxxxxxxx-Xxxxx Act of 2002 and the rules and regulations promulgated in connection therewith.

SEC Compliance. (a) Any documents filed with the SEC by any Note Party pursuant to Section 13(a), 13(c), 14 or 15(d) of the Exchange Act when they were or are filed with the SEC, conformed or will conform in all material respects to the applicable requirements of the Exchange Act and the applicable rules and regulations of the SEC thereunder, and did not and will not, as of their respective dates, contain an untrue statement of a material fact or omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading. (b) Parent Issuer is subject to and in compliance in all material respects with the requirements of Section 13 or 15(d) of the Exchange Act; and Parent Issuer has made all filings required by the SEC in a timely manner to ensure the availability of Form S-3. (c) Except as set forth on Schedule 4.37 annexed hereto4.37, Parent Issuer and each of its Subsidiaries maintain (i) effective “internal control over financial reporting” (as defined in Rule 13a-15 under the Exchange Act00x-00 xxxxx xxx Xxxxxxxx Xxx) and (ii) a system of internal accounting controls sufficient to provide reasonable assurance that (A) transactions are executed in accordance with management’s general or specific authorizations; (B) transactions are recorded as necessary to permit preparation of financial statements in conformity with generally accepted accounting principles and to maintain asset accountability; (C) access to assets is permitted only in accordance with management’s general or specific authorization; and (D) the recorded accountability for assets is compared with the existing assets at reasonable intervals and appropriate action is taken with respect to any differences. (d) Except as set forth on Schedule 4.37 annexed hereto4.37, since the end of ParentParent Issuer’s most recent audited fiscal year, there has been (i) no material weakness in ParentParent Issuer’s internal control over financial reporting (whether or not remediated) and (ii) no change in ParentParent Issuer’s internal control over financial reporting that has materially affected, or is reasonably likely to materially affect, ParentParent Issuer’s internal control over financial reporting. (e) Parent Issuer and its Subsidiaries maintain an effective system of “disclosure controls and procedures” (as defined in Rule 13a-15 under the Exchange Act) that is designed to ensure that information required to be disclosed by Parent Issuer in 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, including controls and procedures designed to ensure that such information is accumulated and communicated to ParentParent Issuer’s management as appropriate to allow timely decisions regarding required disclosure. Parent Issuer and its Subsidiaries have carried out evaluations of the effectiveness of their disclosure controls and procedures as required by the Exchange Act. (f) There is and has been no failure on the part of Parent Issuer and any of ParentParent Issuer’s directors or officers, in their capacities as such, to comply with any provision of the Xxxxxxxx-Xxxxx Act of 2002 and the rules and regulations promulgated in connection therewith.

SEC Compliance. (a) Any documents filed with the SEC by any Note Party pursuant to Section 13(a), 13(c), 14 or 15(d) of the Exchange Act when they were or are filed with the SEC, conformed or will conform in all material respects to the applicable requirements of the Exchange Act and the applicable rules and regulations of the SEC thereunder, and did not and will not, as of their respective dates, contain an untrue statement of a material fact or omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading. (b) Parent is subject to and in compliance in all material respects with the requirements of Section 13 or 15(d) of the Exchange Act; and Parent has made all filings required by the SEC in a timely manner to ensure the availability of Form S-3. (c) Except as set forth on Schedule 4.37 annexed hereto4.37, Parent and each of its Subsidiaries maintain (i) effective “internal control over financial reporting” reporting (as defined in Rule 13a-15 under the Exchange Act) and (ii) a system of internal accounting controls sufficient to provide reasonable assurance that (A) transactions are executed in accordance with management’s managements general or specific authorizations; (B) transactions are recorded as necessary to permit preparation of financial statements in conformity with generally accepted accounting principles and to maintain asset accountability; (C) access to assets is permitted only in accordance with management’s managements general or specific authorization; and (D) the recorded accountability for assets is compared with the existing assets at reasonable intervals and appropriate action is taken with respect to any differences. (d) Except as set forth on Schedule 4.37 annexed hereto4.37, since the end of Parent’s Parents most recent audited fiscal year, there has been (i) no material weakness in Parent’s Parents internal control over financial reporting (whether or not remediated) and (ii) no change in Parent’s Parents internal control over financial reporting that has materially affected, or is reasonably likely to materially affect, Parent’s Parents internal control over financial reporting. (e) Parent and its Subsidiaries maintain an effective system of “disclosure controls and procedures” procedures (as defined in Rule 13a-15 under the Exchange Act) that is designed to ensure that information required to be disclosed by Parent in 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 SECs rules and forms, including controls and procedures designed to ensure that such information is accumulated and communicated to Parent’s Parents management as appropriate to allow timely decisions regarding required disclosure. Parent and its Subsidiaries have carried out evaluations of the effectiveness of their disclosure controls and procedures as required by the Exchange Act. (f) There is and has been no failure on the part of Parent and any of Parent’s Parents directors or officers, in their capacities as such, to comply with any provision of the Xxxxxxxx-Xxxxx Act of 2002 and the rules and regulations promulgated in connection therewith.

SEC Compliance. (a) Any documents filed with the SEC by any Note Party pursuant to Section 13(a), 13(c), 14 or 15(d) of the Exchange Act when they were or are filed with the SEC, conformed or will conform in all material respects to the applicable requirements of the Exchange Act and the applicable rules and regulations of the SEC thereunder, and did not and will not, as of their respective dates, contain an untrue statement of a material fact or omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading. (b) Parent Issuer is subject to and in compliance in all material respects with the requirements of Section 13 or 15(d) of the Exchange Act; and Parent Issuer has made all filings required by the SEC in a timely manner to ensure the availability of Form S-3. (c) Except as set forth on Schedule 4.37 annexed hereto4.37, Parent Issuer and each of its Subsidiaries maintain (i) effective “"internal control over financial reporting” " (as defined in Rule 13a-15 under the Exchange Act00x-00 xxxxx xxx Xxxxxxxx Xxx) and (ii) a system of internal accounting controls sufficient to provide reasonable assurance that (A) transactions are executed in accordance with management’s general or specific authorizations; (B) transactions are recorded as necessary to permit preparation of financial statements in conformity with generally accepted accounting principles and to maintain asset accountability; (C) access to assets is permitted only in accordance with management’s general or specific authorization; and (D) the recorded accountability for assets is compared with the existing assets at reasonable intervals and appropriate action is taken with respect to any differences. (d) Except as set forth on Schedule 4.37 annexed hereto4.37, since the end of ParentParent Issuer’s most recent audited fiscal year, there has been (i) no material weakness in ParentParent Issuer’s internal control over financial reporting (whether or not remediated) and (ii) no change in ParentParent Issuer’s internal control over financial reporting that has materially affected, or is reasonably likely to materially affect, ParentParent Issuer’s internal control over financial reporting. (e) Parent Issuer and its Subsidiaries maintain an effective system of “"disclosure controls and procedures” " (as defined in Rule 13a-15 under the Exchange Act) that is designed to ensure that information required to be disclosed by Parent Issuer in 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, including controls and procedures designed to ensure that such information is accumulated and communicated to ParentParent Issuer’s management as appropriate to allow timely decisions regarding required disclosure. Parent Issuer and its Subsidiaries have carried out evaluations of the effectiveness of their disclosure controls and procedures as required by the Exchange Act. (f) There is and has been no failure on the part of Parent Issuer and any of ParentParent Issuer’s directors or officers, in their capacities as such, to comply with any provision of the Xxxxxxxx-Xxxxx Act of 2002 and the rules and regulations promulgated in connection therewith.

SEC Compliance. (a) Any documents filed with the SEC by any Note Party pursuant to Section 13(a), 13(c), 14 or 15(d) of the Exchange Act when they were or are filed with the SEC, conformed or will conform in all material respects to the applicable requirements of the Exchange Act and the applicable rules and regulations of the SEC thereunder, and did not and will not, as of their respective dates, contain an untrue statement of a material fact or omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading. (b) Parent Issuer is subject to and in compliance in all material respects with the requirements of Section 13 or 15(d) of the Exchange Act; and Parent Issuer has made all filings required by the SEC in a timely manner to ensure the availability of Form S-3. (c) Except as set forth on Schedule 4.37 annexed hereto4.37, Parent Issuer and each of its Subsidiaries maintain (i) effective “internal control over financial reporting” reporting (as defined in Rule 13a-15 under the Exchange Act00x-00 xxxxx xxx Xxxxxxxx Xxx) and (ii) a system of internal accounting controls sufficient to provide reasonable assurance that (A) transactions are executed in accordance with management’s managements general or specific authorizations; (B) transactions are recorded as necessary to permit preparation of financial statements in conformity with generally accepted accounting principles and to maintain asset accountability; (C) access to assets is permitted only in accordance with management’s managements general or specific authorization; and (D) the recorded accountability for assets is compared with the existing assets at reasonable intervals and appropriate action is taken with respect to any differences. (d) Except as set forth on Schedule 4.37 annexed hereto4.37, since the end of Parent’s Parent Issuers most recent audited fiscal year, there has been (i) no material weakness in Parent’s Parent Issuers internal control over financial reporting (whether or not remediated) and (ii) no change in Parent’s Parent Issuers internal control over financial reporting that has materially affected, or is reasonably likely to materially affect, Parent’s Parent Issuers internal control over financial reporting. (e) Parent Issuer and its Subsidiaries maintain an effective system of “disclosure controls and procedures” procedures (as defined in Rule 13a-15 under the Exchange Act) that is designed to ensure that information required to be disclosed by Parent Issuer in 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 SECs rules and forms, including controls and procedures designed to ensure that such information is accumulated and communicated to Parent’s Parent Issuers management as appropriate to allow timely decisions regarding required disclosure. Parent Issuer and its Subsidiaries have carried out evaluations of the effectiveness of their disclosure controls and procedures as required by the Exchange Act. (f) There is and has been no failure on the part of Parent Issuer and any of Parent’s Parent Issuers directors or officers, in their capacities as such, to comply with any provision of the Xxxxxxxx-Xxxxx Act of 2002 and the rules and regulations promulgated in connection therewith.

SEC Compliance. (a) Any documents filed with the SEC by any Note Party the Company pursuant to Section 13(a), 13(c), 14 or 15(d) of the Exchange Act Act, when they were or are filed with the SEC, conformed or will conform in all material respects to the applicable requirements of the Exchange Act and the applicable rules and regulations of the SEC thereunder, and did not and will not, as of their respective dates, contain an untrue statement of a material fact or omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading. (b) Parent The Company is subject to and is in compliance in all material respects with the requirements of Section 13 or 15(d) of the Exchange Act; and Parent has made all filings required by the SEC in a timely manner to ensure the availability of Form S-3. (c) Except as set forth on Schedule 4.37 annexed hereto, Parent and each of its Subsidiaries maintain Each Note Party maintains (i) effective “internal control over financial reporting” (as defined in Rule 13a-15 under the Exchange Act) and (ii) a system of internal accounting controls sufficient to provide reasonable assurance that (A) transactions are executed in accordance with management’s general or specific authorizations; (B) transactions are recorded as necessary to permit preparation of financial statements in conformity with generally accepted accounting principles and to maintain asset accountability; (C) access to assets is permitted only in accordance with management’s general or specific authorization; and (D) the recorded accountability for assets is compared with the existing assets at reasonable intervals and appropriate action is taken with respect to any differences. (d) Except as set forth on Schedule 4.37 annexed hereto, since Since the end of Parentthe Company’s most recent audited fiscal yearFiscal Year, there has been (i) no material weakness or significant deficiency in Parentany Note Party’s internal control over financial reporting (whether or not remediated) and (ii) since such date there has been no change in Parentany Note Party’s internal control over financial reporting that has materially affected, or is reasonably likely to materially affect, Parentthe Company’s internal control over financial reporting. (e) Parent and its Subsidiaries maintain Each Note Party maintains an effective system of “disclosure controls and procedures” (as defined in Rule 13a-15 under the Exchange Act) that is designed to ensure that information required to be disclosed by Parent the Company in 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, including controls and procedures designed to ensure that such information is accumulated and communicated to Parentthe Company’s management as appropriate to allow timely decisions regarding required disclosure. Parent and its Subsidiaries have The Company has carried out evaluations of the effectiveness of their its disclosure controls and procedures as required by the Exchange Act. (f) There is and has been no failure on the part of Parent the Company and any of Parentthe Company’s directors or officers, in their capacities as such, to comply with any provision of the Xxxxxxxx-Xxxxx Act of 2002 and the rules and regulations promulgated in connection therewith.