Common use of SEC Documents and Financial Statements Clause in Contracts

SEC Documents and Financial Statements. (a) The Company has timely filed with or furnished to the SEC all required forms, reports, schedules, statements and other documents (including exhibits and other information incorporated therein) required to be filed or furnished by it with the SEC since January 1, 2009 (collectively, the “Company SEC Documents”). As of its respective date, and, if amended, as of the date of the last such amendment, each Company SEC Document, including any financial statements or schedules included therein, (i) did not contain any untrue statement of a material fact or omit to state a material fact required to be stated in such Company SEC Document or necessary in order to make the statements in such Company SEC Document, in light of the circumstances under which they were made, not misleading and (ii) complied in all material respects with the applicable requirements of the Exchange Act, the Securities Act and the Xxxxxxxx-Xxxxx Act of 2002 (“SOX”), as the case may be, and the applicable rules and regulations of the SEC under the Exchange Act, the Securities Act of 1933, as amended (the “Securities Act”) and SOX, as the case may be. None of the Company Subsidiaries is, or at any time since January 1, 2009, has been, subject to the reporting requirements of Section 13(a) or 15(d) of the Exchange Act or required to file any forms, reports or other documents with the SEC. The Company has made available to Parent and Merger Sub copies of all comment letters received by the Company from the SEC since January 1, 2009 and relating to the Company SEC Documents, together with all written responses of the Company thereto. As of the date of this Agreement, to the Knowledge of the Company, there are no outstanding or unresolved comments in such comment letters received by the Company from the SEC. As of the date of this Agreement, to the Knowledge of the Company, none of the Company SEC Documents is the subject of any ongoing review by the SEC. Each of the consolidated financial statements included in the Company SEC Documents, including the notes and schedules thereto (the “Financial Statements”), (A) has been prepared from, and is in accordance with, the books and records of the Company and the Company Subsidiaries, (B) complies in all material respects with the applicable accounting requirements and with the published rules and regulations of the SEC with respect to such requirements in effect at the time of such filing, (C) has been prepared in accordance with the United States generally accepted accounting principles (“GAAP”), in all material respects, applied on a consistent basis during the periods involved (except as may be indicated in the Financial Statements or in the notes to the Financial Statements and subject, in the case of unaudited statements, to normal recurring year-end audit adjustments and the absence of footnote disclosure, none of which adjustments are expected to be material in nature), and (D) fairly presents, in all material respects, the consolidated financial position and the consolidated results of operations and cash flows (and changes in financial position, if any) of the Company and the Company Subsidiaries as of the date and for the periods referred to in the Financial Statements. The Company and the Company Subsidiaries have no liabilities or obligations (whether direct, absolute, accrued, contingent, fixed or otherwise), that are of a nature that would be required to be disclosed on a balance sheet of the Company and the Company Subsidiaries or the footnotes thereto prepared in conformity with GAAP, other than (i) liabilities or obligations incurred in the ordinary course of business consistent with past practice since December 31, 2010, (ii) liabilities and obligations incurred in connection with the transactions contemplated by this Agreement, and (iii) liabilities or obligations that have not resulted and would not reasonably be expected to result, individually or in the aggregate, in a Material Adverse Effect on the Company. (b) The Company’s disclosure controls and procedures (as defined in Rules 13a-15(e) and 15d-15(e) of the Exchange Act), as required by Rules 13a-15(a) and 15d-15(a) of the Exchange Act, are designed to ensure that all information required to be disclosed by the Company in the reports it files or submits under the Exchange Act is made known to the chief executive officer and the chief financial officer of the Company by others within the Company to allow timely decisions regarding required disclosure as required under the Exchange Act and is recorded, processed, summarized and reported within the time periods specified by the SEC’s rules and forms. The Company has evaluated the effectiveness of the Company’s disclosure controls and procedures and, to the extent required by applicable Law, presented in any applicable Company SEC Document that is a report on Form 10-K or Form 10-Q, or any amendment thereto, its conclusions about the effectiveness of the disclosure controls and procedures as of the end of the period covered by such report or amendment based on such evaluation. Based on its most recently completed evaluation of its system of internal control over financial reporting prior to the date of this Agreement, (i) to the Knowledge of the Company, the Company had no significant deficiencies or material weaknesses in the design or operation of its internal control over financial reporting that would reasonably be expected to adversely affect the Company’s ability to record, process, summarize and report financial information and (ii) the Company does not have Knowledge of any fraud, whether or not material, that involves management or other employees who have a significant role in the Company’s internal control over financial reporting. (c) Since December 31, 2010, (i) neither the Company nor any of the Company Subsidiaries, nor, to the Knowledge of the Company, any representative of the Company or any of the Company Subsidiaries has received or otherwise had or obtained Knowledge of any material complaint, allegation, assertion or claim, whether written or oral, regarding the accounting or auditing practices, procedures, methodologies or methods of the Company or any of the Company Subsidiaries or their respective internal accounting controls, including any material complaint, allegation, assertion or claim that the Company or any of the Company Subsidiaries has engaged in questionable accounting or auditing practices and (ii) no attorney representing the Company or any of the Company Subsidiaries, whether or not employed by the Company or any of the Company Subsidiaries, has reported evidence of a material violation of securities laws, breach of fiduciary duty or similar violation by the Company or any of the Company Subsidiaries or their respective officers, directors, employees or agents to the Board of Directors of the Company or any committee thereof or to any director or officer of the Company. (d) Each of the principal executive officer of the Company and the principal financial officer of the Company has made all certifications required by Rule 13a-14 or 15d-14 under the Exchange Act and Sections 302 and 906 of SOX with respect to the Company SEC Documents, and the statements contained in such certifications are accurate in all material respects as of the date of this Agreement. For purposes of this Agreement, “principal executive officer” and “principal financial officer” shall have the meanings given to such terms in SOX.

SEC Documents and Financial Statements. (a) The Since December 31, 2008, the Company has timely filed with or furnished to the SEC all required registration statements, prospectuses, forms, reports, schedules, statements statements, certifications, exhibits and other documents (including exhibits and other information incorporated therein) required to be filed by it with the SEC. Except to the extent available in full without redaction on the SEC’s web site through the Electronic Data Gathering, Analysis and Retrieval System (“XXXXX”) two (2) days prior to the date of this Agreement, the Company has delivered or furnished made available to Parent copies in the form filed with the SEC of all registration statements, prospectuses, forms, reports, schedules, statements, certifications, exhibits and other documents required to be filed by it with the SEC since January 1December 31, 2009 2008 (collectivelythe “Company SEC Documents” and, to the extent available in full without redaction on the SEC’s web site through XXXXX two (2) days prior to the date of this Agreement, the “Filed Company SEC Documents”). The Company has delivered or made available to Parent complete and correct copies of all comment letters received by the Company from the staff of the SEC since December 31, 2008 and all responses to such comment letters by or on behalf of the Company. As of its respective datethe date of this Agreement, andthere are no outstanding or unresolved comments in comment letters received from the staff of the SEC with respect to any of the Company SEC Documents. The Company SEC Documents (i) were prepared in accordance with, and complied in all material respects with the requirements of, the Securities Act, the Exchange Act and SOX, as applicable, and (ii) did not at the time they were filed with the SEC, or if amended, as of at the date of the last such amendment, each Company SEC Document, including any financial statements or schedules included therein, (i) did not contain any untrue statement of a material fact or omit to state a material fact required to be stated in such Company SEC Document therein or necessary in order to make the statements in such Company SEC Documentmade therein, in the light of the circumstances under which they were made, not misleading and (ii) complied in all material respects with the applicable requirements of the Exchange Act, the Securities Act and the Xxxxxxxx-Xxxxx Act of 2002 (“SOX”), as the case may be, and the applicable rules and regulations of the misleading. Each Company SEC under the Exchange Act, the Securities Act of 1933Document that is a registration statement, as amended (or supplemented, if applicable, filed pursuant to the “Securities Act”) and SOX, as of the case may bedate such registration statement or amendment became effective, did not contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein not misleading. None of the Company Subsidiaries is, or at any time since January 1, 2009, has been, subject to the reporting requirements of Section 13(a) or 15(d) of the Exchange Act or is required to file any forms, reports or other documents with the SEC. The Company has As used in this Section 3.07, the term “filed” shall be broadly construed to include any manner in which a document or information is furnished, supplied or otherwise made available to Parent and Merger Sub copies the SEC. (b) Each of all comment letters received by the principal executive officer of the Company from and the SEC since January 1principal financial officer of the Company (or each former principal executive officer of the Company and each former principal financial officer of the Company, 2009 as applicable) has made all certifications required by Rule 13a-14 or 15d-14 under the Exchange Act and relating Sections 302 and 906 of SOX with respect to the Company SEC Documents. For purposes of this Section 3.07, together with all written responses “principal executive officer” and “principal financial officer” shall have the meanings given to such terms in SOX. Neither the Company nor any of the Company thereto. As Subsidiaries has outstanding, or has arranged any outstanding, “extensions of credit” to directors or executive officers within the date meaning of this Agreement, to the Knowledge Section 402 of the Company, there are no outstanding or unresolved comments in such comment letters received by the Company from the SEC. As of the date of this Agreement, to the Knowledge of the Company, none of the Company SEC Documents is the subject of any ongoing review by the SEC. Each of the SOX. (c) The consolidated financial statements included in the Company SEC Documents, including the notes and schedules thereto (the “Financial Statements”), (A) has been prepared from, and is in accordance with, the books and records of the Company and the Company SubsidiariesSubsidiaries included or incorporated by reference in any Company SEC Documents (including the related notes): (i) complied as to form, (B) complies as of the respective dates of filing of such Company SEC Documents with the SEC, in all material respects with the applicable accounting requirements and with the published rules and regulations of the SEC with respect to such requirements in effect at the time of such filingthereto (including Regulation S-X), (Cii) has have been prepared in accordance with the United States generally accepted accounting principles GAAP (“GAAP”)except, in all material respectsthe case of unaudited financial statements, to the extent permitted by Regulation S-X for Quarterly Reports on Form 10-Q) applied on a consistent basis during throughout the periods involved (except as may be indicated in the Financial Statements or notes thereto), and (iii) fairly present in all material respects the notes to consolidated financial condition of the Financial Statements Company and the Company Subsidiaries at the dates thereof and the consolidated results of operations and cash flows for the periods then ended (subject, in the case of unaudited statements, to normal recurring year-end audit adjustments and the absence of footnote disclosure, none of which adjustments are expected to be material in natureadjustments), and . (Dd) fairly presents, in all material respects, the consolidated financial position and the consolidated results of operations and cash flows (and changes in financial position, if any) of the Company and the Company Subsidiaries as of the date and for the periods referred to in the Financial Statements. The Company and the Company Subsidiaries have no liabilities Liabilities other than (i) Liabilities reflected or obligations (whether direct, absolute, accrued, contingent, fixed or otherwise), that are of a nature that would be required to be disclosed on a balance sheet otherwise reserved against in the consolidated financial statements of the Company and the Company Subsidiaries included in the Filed Company SEC Documents, (ii) Liabilities arising under this Agreement or incurred in connection with the footnotes thereto prepared in conformity with GAAPTransactions, other than (iiii) liabilities or obligations Liabilities incurred in the ordinary course of business consistent with past practice since December 31, 2010, (ii) liabilities and obligations incurred in connection with the transactions contemplated by this Agreement, and (iiiiv) liabilities or obligations Liabilities that have not resulted had and would not reasonably be expected to resulthave, individually or in the aggregate, in a Company Material Adverse Effect on the CompanyEffect. (be) The Company’s disclosure controls Company is in compliance in all material respects with the applicable provisions of SOX and procedures the applicable listing and governance rules and regulations of the NASDAQ Stock Market. (f) The Company maintains “internal control over financial reporting” (as defined in Rules 13a-15(e13a-15(f) and 15d-15(e15d-15(f) of the Exchange Act)) sufficient to provide reasonable assurance (i) that the Company maintains records that in reasonable detail accurately and fairly reflect its transactions and dispositions of assets, (ii) that transactions are recorded as required by Rules 13a-15(anecessary to permit preparation of financial statements in conformity with GAAP, (iii) that receipts and 15d-15(aexpenditures are executed only in accordance with authorizations of management and the Company Board and (iv) regarding prevention or timely detection of the Exchange Actunauthorized acquisition, are designed to ensure that all information required to be disclosed by the Company in the reports it files use or submits under the Exchange Act is made known to the chief executive officer and the chief financial officer disposition of the Company by others within Company’s assets that could have a material effect on the Company to allow timely decisions regarding required disclosure as required under the Exchange Act and is recorded, processed, summarized and reported within the time periods specified by the SECCompany’s rules and formsconsolidated financial statements. The Company has evaluated the effectiveness of the Company’s disclosure controls and procedures anddisclosed, to the extent required by applicable Law, presented in any applicable Company SEC Document that is a report on Form 10-K or Form 10-Q, or any amendment thereto, its conclusions about the effectiveness of the disclosure controls and procedures as of the end of the period covered by such report or amendment based on such evaluation. Based on its the most recently completed recent evaluation of its system of internal control over financial reporting prior reporting, to the date of this Agreement, (i) to Company’s auditors and the Knowledge audit committee of the Company, Company Board (and made available to Parent a summary of the Company had no significant aspects of such disclosure) (A) all significant deficiencies or and material weaknesses in the design or operation of its internal control over financial reporting that would are reasonably be expected likely to adversely affect the Company’s ability to record, process, summarize and report financial information and (iiB) the Company does not have Knowledge of any fraud, whether or not material, that involves management or other employees who have a significant role in the Company’s internal control over financial reporting. The Company has not identified any material weaknesses in the design or operation of the Company’s internal control over financial reporting. (cg) Since December 31The Company’s “disclosure controls and procedures” (as defined in Rule 13a-15(e) and 15d-15(e) under the Exchange Act) are reasonably designed to ensure that all information required to be disclosed by the Company in the reports that it files or submits under the Exchange Act is recorded, 2010processed, 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 the Company’s management as appropriate to allow timely decisions regarding required disclosure. (ih) neither Neither the Company nor any Company Subsidiary is a party to, nor does it have any commitment to become a party to, any “off-balance sheet arrangements” (as defined in Item 303(a)(4) of Regulation S-K of the Company Subsidiaries, nor, to SEC). (i) To the Knowledge of the Company, there are no SEC inquiries or investigations, other inquiries or investigations by Governmental Authorities or internal investigations pending or threatened in each case regarding any representative accounting practices of the Company or any of the Company Subsidiaries has received or otherwise had or obtained Knowledge of any material complaint, allegation, assertion or claim, whether written or oral, regarding the accounting or auditing practices, procedures, methodologies or methods of the Company or any of the Company Subsidiaries or their respective internal accounting controls, including any material complaint, allegation, assertion or claim that the Company or any of the Company Subsidiaries has engaged in questionable accounting or auditing practices and (ii) no attorney representing the Company or any of the Company Subsidiaries, whether or not employed malfeasance by the Company or any of the Company Subsidiaries, has reported evidence of a material violation of securities laws, breach of fiduciary duty or similar violation by the Company or any of the Company Subsidiaries or their respective officers, directors, employees or agents to the Board of Directors of the Company or any committee thereof or to any director or executive officer of the Company. (d) Each . Since December 31, 2008, there have been no internal investigations regarding accounting or revenue recognition discussed with, reviewed by or initiated at the direction of the principal Company’s chief executive officer of officer, the Company’s chief financial officer, the Company and the principal financial officer of the Company has made all certifications required by Rule 13a-14 Board or 15d-14 under the Exchange Act and Sections 302 and 906 of SOX with respect to the Company SEC Documents, and the statements contained in such certifications are accurate in all material respects as of the date of this Agreement. For purposes of this Agreement, “principal executive officer” and “principal financial officer” shall have the meanings given to such terms in SOXany committee thereof.

SEC Documents and Financial Statements. (a) The Company has timely filed with or furnished to (as applicable), on a timely basis, with the SEC all required forms, reports, certifications, schedules, statements and other documents (including exhibits and other information incorporated therein) required by it to be filed or furnished by it with the SEC (as applicable) since and including January 1, 2009 2015 under the Exchange Act or the Securities Act (together with all certifications required pursuant to the Xxxxxxxx-Xxxxx Act of 2002 (the “Xxxxxxxx-Xxxxx Act”)) (such documents and any other documents filed or furnished by the Company with the SEC, as have been amended since the time of their filing, collectively, the “Company SEC Documents”). As of its their respective datefiling dates, and, if amended, as of the date of the last such amendment, each Company SEC Document, Documents (including any financial statements or schedules included contained therein, ) (i) did not contain any untrue statement of a material fact or omit to state a material fact required to be stated in such Company SEC Document therein or necessary in order to make the statements in such Company SEC Documentmade therein, in light of the circumstances under which they were made, not misleading misleading, except to the extent such statements have been modified or superseded by Company SEC Documents later filed by the Company, and (ii) complied in all material respects with the applicable requirements of the Exchange Act, Act or the Securities Act and the Xxxxxxxx-Xxxxx Act of 2002 (“SOX”)Act, as the case may be, the Xxxxxxxx-Xxxxx Act and the applicable rules and regulations of the SEC under the Exchange Act, the Securities Act of 1933, as amended (the “Securities Act”) and SOX, as the case may be. None of the Company Subsidiaries is, or at any time since January 1, 2009, has been, subject to the reporting requirements of Section 13(a) or 15(d) of the Exchange Act or required to file any forms, reports or other documents with the SEC. The Company has made available to Parent and Merger Sub copies of all comment letters received by the Company from the SEC since January 1, 2009 and relating to the Company SEC Documents, together with all written responses of the Company thereto. As of the date of this Agreement, to the Knowledge of the Company, there are no outstanding or unresolved comments in such comment letters received by the Company from the SEC. As of the date of this Agreement, to the Knowledge of the Company, none of the Company SEC Documents is the subject of any ongoing review by the SEC. Each of the consolidated financial statements included in the Company SEC Documents, including the notes and schedules thereto (the “Financial Statements”), (A) has been prepared from, and is in accordance with, the books and records of the Company and the Company Subsidiaries, (B) complies in all material respects with the applicable accounting requirements and with the published rules and regulations of the SEC with respect to such requirements in effect at the time of such filing, (C) has been prepared in accordance with the United States generally accepted accounting principles (“GAAP”), in all material respects, applied on a consistent basis during the periods involved (except as may be indicated in the Financial Statements or in the notes to the Financial Statements and subject, in the case of unaudited statements, to normal recurring year-end audit adjustments and the absence of footnote disclosure, none of which adjustments are expected to be material in nature), and (D) fairly presents, in all material respects, the consolidated financial position and the consolidated results of operations and cash flows (and changes in financial position, if any) of the Company and the Company Subsidiaries as of the date and for the periods referred to in the Financial Statements. The Company and the Company Subsidiaries have no liabilities or obligations (whether direct, absolute, accrued, contingent, fixed or otherwise), that are of a nature that would be required to be disclosed on a balance sheet of the Company and the Company Subsidiaries or the footnotes thereto prepared in conformity with GAAP, other than (i) liabilities or obligations incurred in the ordinary course of business consistent with past practice since December 31, 2010, (ii) liabilities and obligations incurred in connection with the transactions contemplated by this Agreement, and (iii) liabilities or obligations that have not resulted and would not reasonably be expected to result, individually or in the aggregate, in a Material Adverse Effect on the Company. (b) The Company’s disclosure controls and procedures (as defined in Rules 13a-15(e) and 15d-15(e) of the Exchange Act), as required by Rules 13a-15(a) and 15d-15(a) of the Exchange Act, are designed to ensure that all information required to be disclosed by the Company in the reports it files or submits under the Exchange Act is made known to the chief executive officer and the chief financial officer of the Company by others within the Company to allow timely decisions regarding required disclosure as required under the Exchange Act and is recorded, processed, summarized and reported within the time periods specified by the SEC’s rules and forms. The Company has evaluated the effectiveness of the Company’s disclosure controls and procedures and, to the extent required by applicable Law, presented in any applicable Company SEC Document that is a report on Form 10-K or Form 10-Q, or any amendment thereto, its conclusions about the effectiveness of the disclosure controls and procedures as of the end of the period covered by such report or amendment based on such evaluation. Based on its most recently completed evaluation of its system of internal control over financial reporting prior to the date of this Agreement, (i) to the Knowledge of the Company, the Company had no significant deficiencies or material weaknesses in the design or operation of its internal control over financial reporting that would reasonably be expected to adversely affect the Company’s ability to record, process, summarize and report financial information and (ii) the Company does not have Knowledge of any fraud, whether or not material, that involves management or other employees who have a significant role in the Company’s internal control over financial reporting. (c) Since December 31, 2010, (i) neither the Company nor any of the Company Subsidiaries, nor, to the Knowledge of the Company, any representative of the Company or any of the Company Subsidiaries has received or otherwise had or obtained Knowledge of any material complaint, allegation, assertion or claim, whether written or oral, regarding the accounting or auditing practices, procedures, methodologies or methods of the Company or any of the Company Subsidiaries or their respective internal accounting controls, including any material complaint, allegation, assertion or claim that the Company or any of the Company Subsidiaries has engaged in questionable accounting or auditing practices and (ii) no attorney representing the Company or any of the Company Subsidiaries, whether or not employed by the Company or any of the Company Subsidiaries, has reported evidence of a material violation of securities laws, breach of fiduciary duty or similar violation by the Company or any of the Company Subsidiaries or their respective officers, directors, employees or agents to the Board of Directors of the Company or any committee thereof or to any director or officer of the Company. (d) Each of the principal executive officer of the Company and the principal financial officer of the Company has made all certifications required by Rule 13a-14 or 15d-14 under the Exchange Act and Sections 302 and 906 of SOX with respect to the Company SEC Documents, and the statements contained in such certifications are accurate in all material respects as of the date of this Agreement. For purposes of this Agreement, “principal executive officer” and “principal financial officer” shall have the meanings given to such terms in SOX.

SEC Documents and Financial Statements. The Company has previously made available to Purchaser true and complete copies of (a) The all annual reports filed with the SEC pursuant to the Exchange Act since December 31, 1998, (b) all other reports, filed with the SEC since December 31, 1998, and (c) any registration statements declared effective by the SEC since December 31, 1998. Since December 31, 1998, the Company has timely filed with or furnished to the SEC all required forms, reports, schedules, statements reports and other documents (including exhibits and other information incorporated therein) filings required to be filed or furnished by it under the Exchange Act (the “Company Reports”). The consolidated financial statements of the Company and its subsidiaries included in the Company’s most recent report on Forms 20-F and any other reports filed with the SEC since January 1by the Company subsequent thereto were, 2009 or (collectivelyif filed after the date hereof but prior to Closing) will be, prepared in accordance with U.S. generally accepted accounting principles (“GAAP”) applied on a consistent basis during the periods involved and fairly present, or will present, the “consolidated financial position for the Company SEC Documents”and its subsidiaries as of the dates thereof and the consolidated results of their operations and changes in financial position for the periods then ended (except with respect to interim period financial statements, for normal year-end adjustments which are, individually or in the aggregate, not material in amount). As ; the Company Reports were, or (if filed after the date hereof) will be, prepared in all material respects in accordance with the requirements of its respective datethe Securities Act, the Exchange Act and the rules of any stock exchange or trading system on which the shares of the Company were traded or quoted at such time, as the case may be; and, if amended, as of the time of filing or on the date of that an amendment or supplement thereto was filed, the last such amendmentCompany Reports, each Company SEC Documentas amended or supplemented, including any financial statements or schedules included therein, (i) did not and will not contain any untrue statement of a material fact or omit to state a material fact required to be stated in such Company SEC Document therein or necessary in order to make the statements in such Company SEC Documenttherein, in light of the circumstances under which they were made, not misleading and (ii) complied in all material respects with the applicable requirements of the Exchange Act, the Securities Act and the Xxxxxxxx-Xxxxx Act of 2002 (“SOX”), as the case may be, and the applicable rules and regulations of the SEC under the Exchange Act, the Securities Act of 1933, as amended (the “Securities Act”) and SOX, as the case may be. None of the Company Subsidiaries is, or at any time since January 1, 2009, has been, subject to the reporting requirements of Section 13(a) or 15(d) of the Exchange Act or required to file any forms, reports or other documents with the SECmisleading. The Company has made available to Parent and Merger Sub copies of all comment letters received by the Company from the SEC since January 1, 2009 and relating delivered to the Company SEC DocumentsPurchaser draft consolidated, together with all written responses non audited and non reviewed balance sheet and statement of profit and loss of the Company thereto. As of the date of this Agreement, to the Knowledge of the Company, there are no outstanding or unresolved comments in such comment letters received by the Company from the SEC. As of the date of this Agreement, to the Knowledge of the Company, none of the Company SEC Documents is the subject of any ongoing review by the SEC. Each of the consolidated financial statements included in the Company SEC Documents, including the notes and schedules thereto (the “Financial Statements”), (A) has been prepared from, and is in accordance with, the books and records of the Company and the Company Subsidiaries, (B) complies in all material respects with the applicable accounting requirements and with the published rules and regulations of the SEC with respect to such requirements in effect at the time of such filing, (C) has been prepared in accordance with the United States generally accepted accounting principles (“GAAP”), in all material respects, applied on a consistent basis during the periods involved (except as may be indicated in the Financial Statements or in the notes to the Financial Statements and subject, in the case of unaudited statements, to normal recurring year-end audit adjustments and the absence of footnote disclosure, none of which adjustments are expected to be material in nature), and (D) fairly presents, in all material respects, the consolidated financial position and the consolidated results of operations and cash flows (and changes in financial position, if any) of the Company and the Company Subsidiaries as of the date and for the periods referred to in the Financial Statements. The Company and the Company Subsidiaries have no liabilities or obligations (whether directsix months ended June 30, absolute, accrued, contingent, fixed or otherwise), that are of a nature that would be required to be disclosed on a balance sheet of the Company and the Company Subsidiaries or the footnotes thereto prepared in conformity with GAAP, other than (i) liabilities or obligations incurred in the ordinary course of business consistent with past practice since December 31, 2010, (ii) liabilities and obligations incurred in connection with the transactions contemplated by this Agreement, and (iii) liabilities or obligations that have not resulted and would not reasonably be expected to result, individually or in the aggregate, in a Material Adverse Effect on the Company2003. (b) The Company’s disclosure controls and procedures (as defined in Rules 13a-15(e) and 15d-15(e) of the Exchange Act), as required by Rules 13a-15(a) and 15d-15(a) of the Exchange Act, are designed to ensure that all information required to be disclosed by the Company in the reports it files or submits under the Exchange Act is made known to the chief executive officer and the chief financial officer of the Company by others within the Company to allow timely decisions regarding required disclosure as required under the Exchange Act and is recorded, processed, summarized and reported within the time periods specified by the SEC’s rules and forms. The Company has evaluated the effectiveness of the Company’s disclosure controls and procedures and, to the extent required by applicable Law, presented in any applicable Company SEC Document that is a report on Form 10-K or Form 10-Q, or any amendment thereto, its conclusions about the effectiveness of the disclosure controls and procedures as of the end of the period covered by such report or amendment based on such evaluation. Based on its most recently completed evaluation of its system of internal control over financial reporting prior to the date of this Agreement, (i) to the Knowledge of the Company, the Company had no significant deficiencies or material weaknesses in the design or operation of its internal control over financial reporting that would reasonably be expected to adversely affect the Company’s ability to record, process, summarize and report financial information and (ii) the Company does not have Knowledge of any fraud, whether or not material, that involves management or other employees who have a significant role in the Company’s internal control over financial reporting. (c) Since December 31, 2010, (i) neither the Company nor any of the Company Subsidiaries, nor, to the Knowledge of the Company, any representative of the Company or any of the Company Subsidiaries has received or otherwise had or obtained Knowledge of any material complaint, allegation, assertion or claim, whether written or oral, regarding the accounting or auditing practices, procedures, methodologies or methods of the Company or any of the Company Subsidiaries or their respective internal accounting controls, including any material complaint, allegation, assertion or claim that the Company or any of the Company Subsidiaries has engaged in questionable accounting or auditing practices and (ii) no attorney representing the Company or any of the Company Subsidiaries, whether or not employed by the Company or any of the Company Subsidiaries, has reported evidence of a material violation of securities laws, breach of fiduciary duty or similar violation by the Company or any of the Company Subsidiaries or their respective officers, directors, employees or agents to the Board of Directors of the Company or any committee thereof or to any director or officer of the Company. (d) Each of the principal executive officer of the Company and the principal financial officer of the Company has made all certifications required by Rule 13a-14 or 15d-14 under the Exchange Act and Sections 302 and 906 of SOX with respect to the Company SEC Documents, and the statements contained in such certifications are accurate in all material respects as of the date of this Agreement. For purposes of this Agreement, “principal executive officer” and “principal financial officer” shall have the meanings given to such terms in SOX.

SEC Documents and Financial Statements. (a) The Company has timely (including following any extensions of time for filing provided by Rule 12b-25 promulgated under the Exchange Act) filed with or furnished (as applicable) to the SEC all required forms, reports, schedules, statements and other documents (including exhibits and other information incorporated therein) required by it to be filed or furnished (as applicable) since and including April 3, 2019 under the Exchange Act or the Securities Act of 1933, as amended, and the rules and regulations promulgated thereunder (the “Securities Act”) (together with all certifications required pursuant to the Xxxxxxxx-Xxxxx Act of 2002 (the “Xxxxxxxx-Xxxxx Act”)) (such forms, reports, schedules, statements and documents and any other forms, reports, schedules, statements and documents filed by it the Company with the SEC SEC, as have been amended since January 1the time of their filing, 2009 (collectively, the “Company SEC Documents”). As of its their respective date, filing dates and, if amended, as of the date of respective amendments, and except to the last such amendment, each Company extent corrected by a subsequent SEC Document, including any financial statements or schedules included therein, the SEC Documents (i) did not contain contain, when filed, furnished or amended, any untrue statement of a material fact or omit to state a material fact required to be stated in such Company SEC Document therein or necessary in order to make the statements in such Company SEC Documentmade therein, in light of the circumstances under which they were made, not misleading in any material respect; and (ii) complied in all material respects with the applicable requirements of the Exchange Act, Act or the Securities Act and the Xxxxxxxx-Xxxxx Act of 2002 (“SOX”)Act, as the case may be, the Xxxxxxxx-Xxxxx Act and the applicable rules and regulations of the SEC under thereunder. (b) All of the Exchange Act, the Securities Act of 1933, as amended (the “Securities Act”) audited and SOX, as the case may be. None unaudited financial statements of the Company Subsidiaries is, included (or at any time since January 1, 2009, has been, subject to the reporting requirements of Section 13(aincorporated by reference) or 15(d) of the Exchange Act or required to file any forms, reports or other documents with the SEC. The Company has made available to Parent and Merger Sub copies of all comment letters received by the Company from in the SEC since January 1, 2009 and relating to the Company SEC Documents, together with all written responses of the Company thereto. As of the date of this Agreement, to the Knowledge of the Company, there are no outstanding or unresolved comments in such comment letters received by the Company from the SEC. As of the date of this Agreement, to the Knowledge of the Company, none of the Company SEC Documents is the subject of any ongoing review by the SEC. Each of the consolidated financial statements included in the Company SEC Documents, (including the related notes and schedules thereto (the “Financial Statements”thereto), (Ai) has been prepared from, and is in accordance with, the books and records of the Company and the Company Subsidiaries, (B) complies in all material respects with the applicable accounting requirements and with the published rules and regulations of the SEC with respect to such requirements in effect at the time of such filing, (C) has been were prepared in accordance with the United States generally accepted accounting principles in the United States (“GAAP”), in all material respects, ) applied on a consistent basis during the periods involved (except as may be indicated in the Financial Statements or notes thereto), and (ii) fairly presented (except as may be indicated in the notes to thereto), in all material respects, the Financial Statements financial position and the results of operations, shareholders’ equity and cash flows of the Company and its consolidated Subsidiaries as of the times and for the periods then ended (subject, in the case of unaudited quarterly financial statements, to the absence of notes and normal recurring year-end audit adjustments that are not material in the aggregate and the absence exclusion of footnote disclosure, none of which adjustments are expected to be material certain notes in nature), and (D) fairly presents, in all material respects, accordance with the consolidated financial position and the consolidated results of operations and cash flows (and changes in financial position, if any) rules of the Company and the Company Subsidiaries as SEC relating to unaudited financial statements). (c) As of the date and for the periods referred to in the Financial Statements. The Company and the Company Subsidiaries have no liabilities or obligations (whether directhereof, absolute, accrued, contingent, fixed or otherwise), that are of a nature that would be required to be disclosed on a balance sheet of the Company and the Company Subsidiaries or the footnotes thereto prepared in conformity with GAAP, other than (i) liabilities or obligations incurred in the ordinary course of business consistent with past practice since December 31, 2010, (ii) liabilities and obligations incurred in connection with the transactions contemplated by this Agreement, and (iii) liabilities or obligations that have not resulted and would not reasonably be expected to result, individually or in the aggregate, in a Material Adverse Effect on the Company. (b) The Company’s disclosure controls and procedures (as defined in Rules 13a-15(e) and 15d-15(e) of the Exchange Act), as required by Rules 13a-15(a) and 15d-15(a) of the Exchange Act, are designed to ensure that all information required to be disclosed by the Company in the reports it files or submits under the Exchange Act is made known to the chief executive officer and the chief financial officer of the Company by others within the Company to allow timely decisions regarding required disclosure as required under the Exchange Act and is recorded, processed, summarized and reported within the time periods specified by the SEC’s rules and forms. The Company has evaluated the effectiveness of the Company’s disclosure controls and procedures and, to the extent required by applicable Law, presented in any applicable Company SEC Document that is a report on Form 10-K or Form 10-Q, or any amendment thereto, its conclusions about the effectiveness of the disclosure controls and procedures as of the end of the period covered by such report or amendment based on such evaluation. Based on its most recently completed evaluation of its system of internal control over financial reporting prior to the date of this Agreement, (i) to the Knowledge of the Company, the Company had no significant deficiencies or material weaknesses in has not received any written comments from the design or operation staff of its internal control over financial reporting that would reasonably be expected SEC with respect to adversely affect the Company’s ability to record, process, summarize and report financial information and (ii) the Company does not have Knowledge of any fraud, whether or not material, that involves management or other employees who have a significant role in the Company’s internal control over financial reporting. (c) Since December 31, 2010, (i) neither the Company nor any of the Company SubsidiariesSEC Documents that remain unresolved, nor, to nor has it received any written inquiry or information request from the Knowledge staff of the Company, SEC as to any representative of matters materially affecting the Company or any of the Company Subsidiaries that has received or otherwise had or obtained Knowledge of any material complaint, allegation, assertion or claim, whether written or oral, regarding the accounting or auditing practices, procedures, methodologies or methods of the Company or any of the Company Subsidiaries or their respective internal accounting controls, including any material complaint, allegation, assertion or claim that the Company or any of the Company Subsidiaries has engaged in questionable accounting or auditing practices and (ii) no attorney representing the Company or any of the Company Subsidiaries, whether or not employed by the Company or any of the Company Subsidiaries, has reported evidence of a material violation of securities laws, breach of fiduciary duty or similar violation by the Company or any of the Company Subsidiaries or their respective officers, directors, employees or agents to the Board of Directors of the Company or any committee thereof or to any director or officer of the Companybeen adequately addressed. (d) Each of the principal executive officer of the Company and the principal financial officer of the Company has made all certifications required by Rule 13a-14 or 15d-14 under the Exchange Act and Sections 302 and 906 of SOX with respect to the Company SEC Documents, and the statements contained in such certifications are accurate in all material respects as of the date of this Agreement. For purposes of this Agreement, “principal executive officer” and “principal financial officer” shall have the meanings given to such terms in SOX.