Common use of SEC Documents and Financial Statements Clause in Contracts

SEC Documents and Financial Statements. (a) The Company has filed all forms, reports and documents required to be filed with the SEC pursuant to the Exchange Act since December 31, 1998 (collectively, the "Company SEC Reports"). The Company SEC Reports, as of their respective filing dates, (i) did not contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading, and (ii) complied in all material respects with the then applicable requirements of the Exchange Act, the Securities Act of 1933, as amended (the "Securities Act") and the applicable rules and regulations thereunder. No Subsidiary of the Company is required to file any forms, reports or other documents with the SEC. (b) The consolidated financial statements (including all related notes) included in the Company SEC Reports fairly present the consolidated financial position of the Company and its consolidated Subsidiaries as of the respective dates thereof, and the results of operations and the changes in cash flows of the Company and its consolidated Subsidiaries for the respective periods set forth therein. Each of the consolidated financial statements (including all related notes) included in the Company SEC Reports has been prepared in accordance with generally accepted accounting principles consistently applied ("GAAP"), except as otherwise noted therein, and subject, in the case of interim financial statements, to normal and recurring year-end audit adjustments.

SEC Documents and Financial Statements. (a) The Company has filed all forms, reports and documents required to be filed with the SEC pursuant to the Exchange Act since December 31, 1998 (collectively, the "Company SEC Reports"). The Company SEC Reports, as of their respective filing dates, (i) did not contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading, and (ii) complied in all material respects with the then applicable requirements of the Exchange Act, the Securities Act of 1933, as amended (the "Securities Act") and the applicable rules and regulations thereunder. No Subsidiary of the Company is required to file any forms, reports or other documents with the SEC. (b) The consolidated financial statements (including all related notes) included in the Company SEC Reports fairly present the consolidated financial xxxxx cial position of the Company and its consolidated Subsidiaries as of the respective dates thereof, and the results of operations and the changes in cash flows of the Company and its consolidated Subsidiaries for the respective periods set forth therein. Each of the consolidated financial statements (including all related notes) included in the Company SEC Reports has been prepared in accordance with generally accepted accounting principles consistently applied ("GAAP"), except as otherwise noted therein, and subject, in the case of interim financial statements, to normal and recurring year-end audit adjustments.

SEC Documents and Financial Statements. Parent has furnished the Companies with a true and complete copy of each of the Parent SEC Documents, which are all the documents (aother than preliminary material) The Company has filed all forms, reports and documents that Parent was required to be filed file with the SEC pursuant to the Exchange Act since December 31, 1998 (collectively, the "Company SEC Reports")such date. The Company SEC Reports, as As of their respective filing dates, (i) did not contain the Parent SEC Documents complied in all material respects with the requirements of the Exchange Act or the Securities Act, as the case may be, and the rules and regulations of the SEC thereunder applicable to such Parent SEC Documents, and none of the Parent SEC Documents contained any untrue statement of a material fact or omit omitted to state a material fact required to be stated therein or necessary in order to make the statements made therein, in light of the circumstances under which they were made, not misleading, and (ii) complied . The Parent Financial Statements comply as to form in all material respects with all applicable accounting requirements and with the then applicable requirements of the Exchange Act, the Securities Act of 1933, as amended (the "Securities Act") and the applicable published rules and regulations thereunder. No Subsidiary of the Company is required to file any forms, reports or other documents SEC with the SEC. (b) The consolidated financial statements (including all related notes) included in the Company SEC Reports fairly present the consolidated financial position of the Company respect thereto and its consolidated Subsidiaries as of the respective dates thereof, and the results of operations and the changes in cash flows of the Company and its consolidated Subsidiaries for the respective periods set forth therein. Each of the consolidated financial statements (including all related notes) included in the Company SEC Reports has have been prepared in accordance with generally accepted accounting principles consistently applied ("GAAP"), except as otherwise noted therein, may be indicated in the notes thereto) and fairly present the consolidated financial position of Parent as at the dates thereof and the results of their operations and cash flows for the periods then ended (subject, in the case of interim financial unaudited statements, to normal and normal, recurring year-end audit adjustmentsadjustments not material in scope or amount). 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 Financial Statements or estimates except as described in the notes thereto.

SEC Documents and Financial Statements. (a) The Company has filed all forms, reports and documents required heretofore delivered to be Purchaser each of the following: (i) Annual Report of the Company on Form 10-K as filed with the SEC pursuant to for the Exchange Act since December Company's fiscal year ended March 31, 1998 1998; and (collectivelyii) Quarterly Report of the Company on Form 10-Q as filed with the SEC for the fiscal quarter of the Company ended June 30, 1998. Each of the foregoing documents (the "Company SEC Reports"). The Company SEC Reports, as of their respective filing dates, (i) did not at the time it was filed with the SEC, and except as set forth on Schedule 5E of the Disclosure Schedule or a subsequent SEC Report, do not as of the date hereof, contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, or are now made, respectively, not misleading. All of the financial statements contained in the SEC Reports have been prepared in accordance with GAAP applied on a consistent basis throughout the periods covered thereby, and (ii) complied fairly present in all material respects with the then applicable requirements of the Exchange Act, the Securities Act of 1933, as amended (the "Securities Act") and the applicable rules and regulations thereunder. No Subsidiary of the Company is required to file any forms, reports or other documents with the SEC. (b) The consolidated financial statements (including all related notes) included in the Company SEC Reports fairly present the consolidated financial position of the Company and its consolidated the Subsidiaries as of the respective such dates thereof, and the results of operations and the changes in cash flows of the Company and its consolidated the Subsidiaries for such periods, and are consistent with the respective periods set forth therein. Each books and records of the consolidated financial statements (including all related notes) included in Company and the Company SEC Reports has been prepared in accordance with generally accepted accounting principles consistently applied ("GAAP")Subsidiaries; provided, except as otherwise noted thereinhowever, and subject, in that the case of interim financial statements, Most Recent Financial Statements are subject to normal and recurring year-end audit adjustmentsadjustments (none of which could, alone or in the aggregate, reasonably be expected to have a Material Adverse Effect) and lack footnotes and other presentation items.

SEC Documents and Financial Statements. (a) The Company Except as indicated on Schedule 5.6, TFA has filed on a timely basis all forms, reports and documents required to be filed by it with the SEC pursuant since January 1, 2003 (all such documents filed since January 1, 2003 and prior to the Exchange Act since December 31, 1998 (collectively, date hereof are referred to as the "Company TFA SEC ReportsDocuments"). The Company Complete and correct copies of TFA SEC ReportsDocuments have been made available to the Shareholders, as including by referring Shareholders to the SEC's website www.sec.gov, where copies of all TFA SEC Documents are available for xxxxxxxxxx and printing. As of their respective filing dates, (i) did not contain or if amended as of the date of the last such amendment, the TFA 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 TFA SEC Documents as of the date thereof contained any untrue statement of a material fact or omit omitted to state a any material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading. Complete and accurate copies of the audited consolidated balance sheet, consolidated statements of operations, consolidated statements of stockholders' equity and consolidated statements of cash flows (iitogether with any supplementary information thereto) complied of TFA, all as of and for the fiscal period ended December 31, 2003 (the "TFA FINANCIAL STATEMENTS") have been made available to the Shareholders, including the Principal Holder. The TFA Financial Statements fairly present, in all material respects with the then applicable requirements of the Exchange Actrespects, the Securities Act of 1933, as amended (the "Securities Act") and the applicable rules and regulations thereunder. No Subsidiary of the Company is required to file any forms, reports or other documents with the SEC. (b) The consolidated financial statements (including all related notes) included in the Company SEC Reports fairly present the consolidated financial position of the Company and its consolidated Subsidiaries TFA, as of and for the respective dates thereof, and the consolidated results of its operations and the changes in cash flows of the Company and its consolidated Subsidiaries cash flows for the respective periods set forth therein. Each of the consolidated financial statements (including all related notes) included in the Company SEC Reports has been prepared in accordance with generally accepted accounting principles consistently applied ("GAAP"), except as otherwise noted therein, and subject, in the case of interim financial statements, to normal and recurring year-end audit adjustmentsthen ended.

SEC Documents and Financial Statements. (a) The Company has filed all forms, reports is eligible to use Form S-3 under the Securities Act and documents required to be filed with it meets the SEC pursuant to the Exchange Act since December 31, 1998 (collectively, the "Company SEC Reports")transaction requirements as set forth in General Instruction I.B.1 and I.B.3 of Form S-3. The Company SEC Reports, as As of their respective filing dates, all SEC Documents filed by the Company with the Commission complied in all material respects with the requirements of the U.S. Securities Exchange Act of 1934, as amended, and the rules and regulations promulgated thereunder (i) did not contain the “Exchange Act”)), and none of the SEC Documents, when filed, contained any untrue statement of a material fact or omit omitted to state a material fact required to be stated therein or necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading. As of their respective dates, the financial statements (including the related notes thereto) of the Company and (ii) complied its consolidated subsidiaries included in the Company’s Quarterly Report on Form 10-Q for the quarter ended September 30, 2019, as filed with the SEC on November 12, 2019 comply in all material respects with the then applicable requirements of the Exchange Act, the Securities Act of 1933, as amended (and present fairly the "Securities Act") and the applicable rules and regulations thereunder. No Subsidiary of the Company is required to file any forms, reports or other documents with the SEC. (b) The consolidated financial statements (including all related notes) included in the Company SEC Reports fairly present the consolidated financial position of the Company and its consolidated Subsidiaries subsidiaries as of the respective dates thereof, indicated and the results of their operations and the changes in their cash flows for the periods specified; such financial statements have been prepared in all material aspects in conformity with generally accepted accounting principles (“GAAP”) in the United States applied on a consistent basis throughout the periods covered thereby, and any supporting schedules included in the SEC Documents present fairly in all material aspects the information required to be stated therein; and the other financial information included in the SEC Documents has been derived from the accounting records of the Company and its consolidated Subsidiaries for subsidiaries and presents fairly in all material aspects the respective periods set forth therein. Each of the consolidated financial statements (including all related notes) included in the Company SEC Reports has been prepared in accordance with generally accepted accounting principles consistently applied ("GAAP"), except as otherwise noted therein, and subject, in the case of interim financial statements, to normal and recurring year-end audit adjustmentsinformation shown thereby.

SEC Documents and Financial Statements. (a) The Company has timely filed with the Commission all forms, reports reports, schedules, statements and other documents required to be filed with the SEC pursuant to by it since January 1, 2000 under the Exchange or the Securities Act (such documents, as supplemented and amended since December 31the time of filing, 1998 (collectively, the "Company SEC ReportsDOCUMENTS"). The Company SEC ReportsDocuments, as including, without limitation, any financial statements or schedules included therein, at the time filed (and, in the case of their respective filing datesregistration statements, on the dates of effectiveness) (i) did not contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading, and (ii) complied in all material respects with the then applicable requirements of the Exchange Act and the Securities Act, as the Securities Act of 1933, as amended (the "Securities Act") and the applicable rules and regulations thereundercase may be. No Subsidiary The financial statements of the Company is required to file any forms, reports or other documents with the SEC. (b) The consolidated financial statements (including all related notes) included in the Company SEC Reports fairly present Documents at the consolidated financial position of the Company and its consolidated Subsidiaries as of the respective dates thereof, and the results of operations and the changes in cash flows of the Company and its consolidated Subsidiaries for the respective periods set forth therein. Each of the consolidated financial statements time filed (including all related notes) included in the Company SEC Reports has been prepared in accordance with generally accepted accounting principles consistently applied ("GAAP"), except as otherwise noted therein, and subjectand, in the case of interim financial registration statements, on the dates of effectiveness) complied as to normal form in all material respects with applicable accounting requirements and with the published rules and regulations of the Commission with respect thereto, were prepared in accordance with GAAP applied on a consistent basis during the periods involved (except as may be indicated in the notes thereto or, in the case of unaudited statements, as permitted by Form 10-Q of the Commission), and fairly present (subject in the case of unaudited statements to normal, recurring year-end audit adjustments) the combined financial position of the Company, as of the dates thereof and the combined results of operations and cash flows for the periods then ended. The condensed balance sheet for the Company included in its quarterly report on Form 10-Q for the fiscal quarter ended September 30, 2001 is referred to herein as the "INTERIM BALANCE SHEET".

SEC Documents and Financial Statements. (a) The Company has filed all forms, reports and documents required to be filed with the SEC pursuant to the Exchange Act since December 31, 1998 (collectively, the "“Company SEC Reports"”). The Company SEC Reports, as of their respective filing dates, (i) did not contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading, and (ii) complied in all material respects with the then applicable requirements of the Exchange Act, the Securities Act of 1933, as amended (the "“Securities Act"”) and the applicable rules and regulations thereunder. No Subsidiary of the Company is required to file any forms, reports or other documents with the SEC. (b) The consolidated financial statements (including all related notes) included in the Company SEC Reports fairly present the consolidated financial position of the Company and its consolidated Subsidiaries as of the respective dates thereof, and the results of operations and the changes in cash flows of the Company and its consolidated Subsidiaries for the respective periods set forth therein. Each of the consolidated financial statements (including all related notes) included in the Company SEC Reports has been prepared in accordance with generally accepted accounting principles consistently applied ("“GAAP"”), except as otherwise noted therein, and subject, in the case of interim financial statements, to normal and recurring year-end audit adjustments.