Common use of SEC Documents; Financial Statements; No Undisclosed Liabilities Clause in Contracts

SEC Documents; Financial Statements; No Undisclosed Liabilities. (a) The Company has filed or furnished, as applicable, on a timely basis all reports, schedules, forms, statements and other documents with the SEC required to be filed or furnished, as applicable, by the Company pursuant to the Securities Act or the Exchange Act since December 13, 2013 (the “SEC Documents”). As of their respective effective dates (in the case of SEC Documents that are registration statements filed pursuant to the requirements of the Securities Act) and as of their respective dates of filing (in the case of all other SEC Documents), the SEC Documents complied in all material respects with the requirements of the Securities Act or the Exchange Act, as the case may be, and the rules and regulations of the SEC promulgated thereunder applicable thereto, and, as of such respective dates, none of the SEC Documents contained any untrue statement of a material fact or omitted to state a material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading. None of the Company’s Subsidiaries is subject to the periodic reporting requirements of the Exchange Act. As of the date hereof, there are no outstanding or unresolved comments in comment letters from the SEC staff with respect to any of the SEC Documents. To the Knowledge of the Company, as of the date hereof, none of the SEC Documents is the subject of ongoing SEC review or outstanding SEC investigation. No executive officer of the Company has failed to make the certifications required by him or her under Section 302 or 906 of the Xxxxxxxx-Xxxxx Act of 2002, as amended (the “Xxxxxxxx-Xxxxx Act”), with respect to any SEC Document, except as disclosed in certifications filed with the SEC Documents.

SEC Documents; Financial Statements; No Undisclosed Liabilities. (ai) The Company has timely (including following any extensions of time for filing provided by Rule 12b-25 promulgated under the Exchange Act) filed or furnished, as applicable, on a timely basis furnished to the SEC all reports, schedules, forms, statements and other documents with the SEC required to be filed or furnished, as applicable, furnished by the Company pursuant to it under the Securities Act or the Exchange Act since December 13and including July 31, 2013 2015, together with all certifications required pursuant to the Xxxxxxxx-Xxxxx Act of 2002, as amended (the “Xxxxxxxx-Xxxxx Act”) (such documents, as supplemented or amended since the time of filing, and together with all information incorporated by reference therein and schedules and exhibits thereto, the “Company SEC Documents”). As of their respective effective dates (in dates, the case of Company SEC Documents that are registration statements at the time filed pursuant (or, if amended or superseded by a filing prior to the requirements date of this Agreement, as of the Securities Actdate of such filing) and as of their respective dates of filing (in the case of all other SEC Documents), the SEC Documents complied in all material respects with the applicable requirements of the Securities Act or Act, the Exchange Act and the Xxxxxxxx-Xxxxx Act, as the case may be, and the rules and regulations of the SEC promulgated thereunder applicable theretoto such Company SEC Documents, and, as except to the extent information contained in such Company SEC Document has been revised, amended, modified or superseded (prior to the date of such respective datesthis Agreement) by a later filed or furnished Company SEC Document, none of the Company SEC Documents when filed contained any untrue statement of a material fact or omitted to state a material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading. None To the knowledge of the Company’s Subsidiaries : none of the Company SEC Documents is as of the date of this Agreement the subject of ongoing SEC review and as of the date hereof, the Company has not received any comments from the SEC with respect to any of the Company SEC Documents which remain unresolved. As of the date of this Agreement, no Subsidiary of the Company is separately subject to the periodic reporting requirements of the Exchange Act. As of the date hereof, there are no outstanding or unresolved comments in comment letters from the SEC staff with respect to any of the SEC Documents. To the Knowledge of the Company, as of the date hereof, none of the SEC Documents is the subject of ongoing SEC review or outstanding SEC investigation. No executive officer of the Company has failed to make the certifications required by him or her under Section 302 or 906 of the Xxxxxxxx-Xxxxx Act of 2002, as amended (the “Xxxxxxxx-Xxxxx Act”), with respect to any SEC Document, except as disclosed in certifications filed with the SEC Documents.

SEC Documents; Financial Statements; No Undisclosed Liabilities. (ai) The Company has timely filed or furnished, as applicable, on a timely basis furnished to the SEC all reports, schedules, forms, statements and other documents with the SEC required to be filed or furnished, as applicable, furnished by the Company pursuant to it under the Securities Act or the Exchange Act since December 1331, 2013 2018, together with all certifications required pursuant to the Xxxxxxxx-Xxxxx Act of 2002, as amended (the “Xxxxxxxx-Xxxxx Act”) (such documents, as supplemented or amended since the time of filing, and together with all information incorporated by reference therein and schedules and exhibits thereto, the “Company SEC Documents”). As of their respective effective dates (in and after giving effect to any amendments or supplements thereto, the case of Company SEC Documents that are registration statements at the time filed pursuant to the requirements of the Securities Act) and as of their respective dates of filing (in the case of all other SEC Documents), the SEC Documents complied in all material respects with the applicable requirements of the Securities Act or and the Exchange Act, as applicable, and the case may beXxxxxxxx-Xxxxx Act, and the rules and regulations of the SEC promulgated thereunder applicable theretoto such Company SEC Documents, andeach as in effect on the date such Company SEC Document was filed, as of such respective dates, none of the SEC Documents contained and did not contain any untrue statement of a material fact or omitted omit to state a material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading. None To the knowledge of the Company’s Subsidiaries is subject to the periodic reporting requirements , none of the Exchange ActCompany SEC Documents is as of the date of this Agreement the subject of ongoing SEC review. As of the date hereof, there are no outstanding or unresolved the Company has not received any comments in comment letters from the SEC staff with respect to any of the Company SEC Documents. To Documents which remain unresolved, nor has it received any inquiry or information request from the Knowledge of the Company, SEC as of the date hereof, none of this Agreement as to any matters affecting the Company that have not been adequately addressed. None of the SEC Documents is Company’s Subsidiaries is, or at any time since December 31, 2018 has been, subject to the subject reporting requirements of ongoing SEC review Section 13(a) or outstanding SEC investigation. No executive officer Section 15(d) of the Company has failed to make the certifications required by him or her under Section 302 or 906 of the Xxxxxxxx-Xxxxx Act of 2002, as amended (the “Xxxxxxxx-Xxxxx Exchange Act”), with respect to any SEC Document, except as disclosed in certifications filed with the SEC Documents.

SEC Documents; Financial Statements; No Undisclosed Liabilities. (ai) The Company has timely filed with or furnished, as applicable, on a timely basis furnished to the SEC all reports, schedules, forms, prospectuses, registration statements and other documents with the SEC required to be filed or furnished, as applicable, furnished by the Company pursuant to it under the Securities Act or the Exchange Act since December 1331, 2013 2018, together with all certifications required pursuant to the Xxxxxxxx-Xxxxx Act of 2002, as amended (the “Xxxxxxxx-Xxxxx Act”) (such documents, as supplemented or amended since the time of filing, and together with all information incorporated by reference therein and schedules and exhibits thereto, the “Company SEC Documents”). As of their respective effective dates dates, the Company SEC Documents at the time filed (or, if amended or superseded by a filing prior to the date of this Agreement, as of the date of such filing) complied, and each Company SEC Document filed or furnished subsequent to the date of this Agreement (assuming, in the case of SEC Documents the Proxy Statement/Prospectus, that the representations and warranties set forth in Section 3.2(e) are registration statements filed pursuant to true and correct) will comply, in all material respects, with the applicable requirements of the Securities Act) and as of their respective dates of filing (in the case of all other SEC Documents), the SEC Documents complied in all material respects with Exchange Act and the requirements of the Securities Act or the Exchange Xxxxxxxx-Xxxxx Act, as the case may be, and the rules and regulations of the SEC promulgated thereunder applicable theretoto such Company SEC Documents, andand none of the Company SEC Documents when filed (or, if amended or superseded by a filing prior to the date of this Agreement, as of the date of such respective dates, none of the SEC Documents filing) contained any untrue statement of a material fact or omitted to state a material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading. None To the knowledge of the Company’s Subsidiaries is subject to the periodic reporting requirements , none of the Exchange Act. As Company SEC Documents is as of the date of this Agreement the subject of ongoing SEC review and as of the date hereof, there are no outstanding or unresolved the Company has not received any comments in comment letters from the SEC staff with respect to any of the Company SEC Documents. To Documents which remain unresolved, nor has it received any inquiry or information request from the Knowledge of the Company, SEC as of the date hereof, none of the SEC Documents is the subject of ongoing SEC review or outstanding SEC investigation. No executive officer of this Agreement as to any matters affecting the Company has failed to make that have not been addressed. The Company is in compliance in all material respects with the certifications required by him or her under Section 302 or 906 applicable provisions of the Xxxxxxxx-Xxxxx Act of 2002Act, the Xxxx-Xxxxx Xxxx Street Reform and Consumer Protection Act, as amended (amended, and the “Xxxxxxxx-Xxxxx Act”), with respect to any SEC Document, except as disclosed in certifications filed with the SEC Documentsapplicable listing and corporate governance rules and regulations of NYSE.

SEC Documents; Financial Statements; No Undisclosed Liabilities. (ai) The Company Parent has timely (including following any extensions of time for filing provided by Rule 12b-25 promulgated under the Exchange Act) filed or furnished, as applicable, on a timely basis furnished to the SEC all reports, schedules, forms, statements and other documents with the SEC required to be filed or furnished, as applicable, furnished by the Company pursuant to it under the Securities Act or the Exchange Act since December 1331, 2013 2014, together with all certifications required pursuant to the Xxxxxxxx-Xxxxx Act (such documents, as supplemented or amended since the time of filing, and together with all information incorporated by reference therein and schedules and exhibits thereto, the “Parent SEC Documents”). As of their respective effective dates (in dates, the case of Parent SEC Documents that are registration statements at the time filed pursuant (or, if amended or superseded by a filing prior to the requirements date of this Agreement, as of the Securities Actdate of such filing) and as of their respective dates of filing (in the case of all other SEC Documents), the SEC Documents complied in all material respects with the applicable requirements of the Securities Act or Act, the Exchange Act and the Xxxxxxxx-Xxxxx Act, as the case may be, and the rules and regulations of the SEC promulgated thereunder applicable theretoto such Parent SEC Documents, and, as except to the extent information contained in such Parent SEC Document has been revised, amended, modified or superseded (prior to the date of such respective datesthis Agreement) by a later filed or furnished Parent SEC Document, none of the Parent SEC Documents when filed contained any untrue statement of a material fact or omitted to state a material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading. None To the knowledge of Parent, none of the Company’s Subsidiaries Parent SEC Documents is as of the date of this Agreement the subject of ongoing SEC review and as of the date hereof, Parent has not received any comments from the SEC with respect to any of the Parent SEC Documents which remain unresolved. As of the date of this Agreement, no Subsidiary of Parent is separately subject to the periodic reporting requirements of the Exchange Act. As of the date hereof, there are no outstanding or unresolved comments in comment letters from the SEC staff with respect to any of the SEC Documents. To the Knowledge of the Company, as of the date hereof, none of the SEC Documents is the subject of ongoing SEC review or outstanding SEC investigation. No executive officer of the Company has failed to make the certifications required by him or her under Section 302 or 906 of the Xxxxxxxx-Xxxxx Act of 2002, as amended (the “Xxxxxxxx-Xxxxx Act”), with respect to any SEC Document, except as disclosed in certifications filed with the SEC Documents.

SEC Documents; Financial Statements; No Undisclosed Liabilities. (a) The Company has timely filed or furnished, as applicable, on a timely basis all reports, schedules, forms, statements statements, exhibits and other documents with the SEC required to be filed or furnished, as applicable, by the Company with the SEC under or pursuant to the Securities Exchange Act or the Exchange Act Securities Act, since December 13, 2013 the Company's initial public offering in October 1996 (the “"Company SEC Documents”"). True and correct copies of each of the Company SEC Documents have been or will be provided or made available to Parent prior to the end of the Disclosure Period. As of their respective effective dates (in the case of SEC Documents that are registration statements filed pursuant dates, or as subsequently amended prior to the requirements delivery of the Securities Act) and as of their respective dates of filing (in the case of all other SEC Documents)Disclosure Schedule, the Company SEC Documents complied in all material respects with the requirements of the Securities Act or the Exchange Act, as the case may be, applicable to such Company SEC Documents, and the rules and regulations of the SEC promulgated thereunder applicable thereto, and, as of such respective dates, none of the Company SEC Documents contained any untrue statement of a material fact or omitted to state a material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading. None The Company SEC Documents include all contracts and other documents which are required by the Securities Act or the Exchange Act to be filed as exhibits thereto. The financial statements of the Company’s Subsidiaries is subject to Company included in the periodic reporting Company SEC Documents comply in all material respects with applicable accounting requirements of and the Exchange Act. As of the date hereof, there are no outstanding or unresolved comments in comment letters from the SEC staff with respect to any published rules and regulations of the SEC Documents. To with respect thereto, have been prepared in accordance with United States generally accepted accounting principles (except, in the Knowledge case of unaudited statements, as permitted by Form 10-Q of the Company, SEC) applied on a consistent basis throughout the periods involved ("GAAP") (except as may be indicated in the notes thereto) and fairly present the consolidated financial position of the Company and its consolidated subsidiaries as of the date hereofdates thereof and the consolidated results of their operations and cash flows for the periods then ended (subject, none in the case of the SEC Documents is the subject of ongoing SEC review or outstanding SEC investigationunaudited statements, to normal year-end audit adjustments). No executive officer of Except as set forth in the Company SEC Documents, neither the Company nor any of its subsidiaries has failed to make the certifications required by him any liabilities or her under Section 302 obligations of any nature (whether accrued, absolute, contingent or 906 of the Xxxxxxxx-Xxxxx Act of 2002, as amended (the “Xxxxxxxx-Xxxxx Act”otherwise), with respect except for liabilities and obligations which, individually or in the aggregate, could not reasonably be expected to any SEC Document, except as disclosed in certifications filed with the SEC Documentshave a Material Adverse Effect.

SEC Documents; Financial Statements; No Undisclosed Liabilities. (a) The Parent has provided or made available to the Company has filed or furnished, as applicable, on a timely basis true and correct copies of all reports, schedules, forms, statements statements, exhibits and other documents filed with the SEC required to be filed by Parent under or furnished, as applicable, by the Company pursuant to the Securities Act or the Exchange Act since December 13January 1, 2013 1996 (the “"Parent SEC Documents”"), all of which were timely filed with the SEC. As of their respective effective dates (in the case of SEC Documents that are registration statements filed pursuant dates, or as subsequently amended prior to the requirements date of the Securities Act) and as of their respective dates of filing (in the case of all other SEC Documents)this Agreement, the Parent SEC Documents complied in all material respects with the requirements of the Securities Exchange Act or the Exchange Act, as the case may beapplicable to such Parent SEC Documents, and the rules and regulations of the SEC promulgated thereunder applicable thereto, and, as of such respective dates, none of the Parent SEC Documents contained any untrue statement of a material fact or omitted to state a material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading. None The Parent SEC Documents include all contracts and other documents which are required by the Securities Act or the Exchange Act to be filed as exhibits thereto. The financial statements of the Company’s Subsidiaries is subject to Company included in the periodic reporting Parent SEC Documents comply in all material respects with applicable accounting requirements of and the Exchange Act. As of the date hereof, there are no outstanding or unresolved comments in comment letters from the SEC staff with respect to any published rules and regulations of the SEC Documents. To with respect thereto, have been prepared in accordance with GAAP (except as may be indicated in the Knowledge notes thereto) and fairly present the consolidated financial position of the Company, Parent and its consolidated subsidiaries as of the date hereofdates thereof and the consolidated results of their operations and cash flows for the periods then ended (subject, none in the case of unaudited statements, to normal year-end audit adjustments). Except as set forth in the Parent SEC Documents is Documents, neither the subject Parent nor any of ongoing SEC review its subsidiaries has any liabilities or outstanding SEC investigation. No executive officer obligations of the Company has failed to make the certifications required by him any nature (whether accrued, absolute, contingent or her under Section 302 or 906 of the Xxxxxxxx-Xxxxx Act of 2002, as amended (the “Xxxxxxxx-Xxxxx Act”otherwise), with respect except for liabilities and obligations which, individually or in the aggregate, could not reasonably be expected to any SEC Document, except as disclosed in certifications filed with the SEC Documentshave a Parent Material Adverse Effect.

SEC Documents; Financial Statements; No Undisclosed Liabilities. (ai) The Company has filed or furnished, as applicable, on a timely basis all required reports, schedules, forms, statements and other documents with the SEC required to be filed or furnishedsince January 1, as applicable, by the Company pursuant to the Securities Act or the Exchange Act since December 13, 2013 1996 (the “"SEC Documents”"). As of their respective effective dates (in the case of SEC Documents that are registration statements filed pursuant to the requirements of the Securities Act) and as of their respective dates of filing (in the case of all other SEC Documents)dates, the SEC Documents complied in all material respects with the requirements of the Securities Act of 1933, as amended, and the rules and regulations thereunder (the "Securities Act"), or the Exchange Act, as the case may be, applicable to such SEC Documents, and the rules and regulations of the SEC promulgated thereunder applicable thereto, and, as of such respective dates, none of the SEC Documents contained any untrue statement of a material fact or omitted to state a material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading. None The financial statements of the Company’s Subsidiaries is Company included in the SEC Documents (the "Financial Statements") comply as to form in all material respects with applicable accounting requirements and the published rules and regulations of the SEC with respect thereto, have been prepared in accordance with generally accepted accounting principles (except, in the case of 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 in the notes thereto) and fairly present in all material respects the consolidated financial position of the Company 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 to the periodic reporting requirements items set forth in Section 4.1(e) of the Exchange ActDisclosure Schedule, and in the case of unaudited statements, to normal, recurring year-end audit adjustments). As Except as set forth in the Company Filed SEC Documents (defined below) or on Section 4.1(e) of the date hereofDisclosure Schedule, there are no outstanding or unresolved comments in comment letters from neither the SEC staff with respect to Company nor any of the SEC Documents. To the Knowledge its subsidiaries has any liabilities or obligations of the Companyany nature (whether accrued, as absolute, contingent or otherwise) and there is no existing condition, situation or set of the date hereof, none of the SEC Documents is the subject of ongoing SEC review or outstanding SEC investigation. No executive officer of the Company has failed to make the certifications circumstances which are required by him or her under Section 302 or 906 of the Xxxxxxxx-Xxxxx Act of 2002, as amended (the “Xxxxxxxx-Xxxxx Act”), with respect to any SEC Document, except as disclosed in certifications filed with the SEC Documents.generally accepted accounting

SEC Documents; Financial Statements; No Undisclosed Liabilities. The Common Stock is registered pursuant to Section 12(b) or 12(g) of the Securities Exchange Act of 1934, as amended (a) The the "Exchange Act"), and since September 30, 2009, the Company has filed or furnished, as applicable, on a timely basis all reports, schedules, forms, statements and other documents with the SEC required to be filed or furnished, as applicable, by it with the Company SEC pursuant to the Securities Act or reporting requirements of the Exchange Act since December 13, 2013 (all of the foregoing including filings incorporated by reference therein being referred to herein as the “SEC Documents”). As At the times of their respective effective dates (in the case of SEC Documents that are registration statements filed pursuant to the requirements of the Securities Act) and as of their respective dates of filing (in the case of all other SEC Documents)filings, the SEC Documents complied in all material respects with the requirements of the Securities Exchange Act or the Exchange Act, as the case may be, and the rules and regulations of the SEC promulgated thereunder and other federal, state and local laws, rules and regulations applicable theretoto such documents, and, as of such their respective dates, none of the SEC Documents contained any untrue statement of a material fact or omitted to state a material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading. None The financial statements of the Company’s Subsidiaries is subject Company included in the SEC Documents (the “Financial Statements”) comply as to form in all material respects with applicable accounting requirements and the published rules and regulations of the SEC or other applicable rules and regulations with respect thereto. Such financial statements have been prepared in accordance with United States generally accepted accounting principles (“GAAP”) applied on a consistent basis during the periods involved (except (i) as may be otherwise indicated in such financial statements or the notes thereto or (ii) in the case of unaudited interim statements, to the periodic reporting requirements extent they may not include footnotes or may be condensed or summary statements, but only to the extent permitted by GAAP and the SEC), and fairly present in all material respects the financial position of the Exchange Act. As Company and its subsidiaries as of the date hereofdates thereof and the results of operations and cash flows for the periods then ended (subject, there are in the case of unaudited statements, to normal year-end audit adjustments). Except as set forth in the Financial Statements, (i) the Company has no outstanding liabilities or unresolved comments obligations which, individually or in comment letters from the SEC staff aggregate, would reasonably be expected to have a Material Adverse Effect and (ii) no event or circumstance has occurred or exists with respect to any of the SEC Documents. To the Knowledge of the CompanyCompany or its businesses, as of properties, operations or financial condition, that, under applicable law, rule or regulation, requires public disclosure or announcement prior to the date hereof, none of the SEC Documents is the subject of ongoing SEC review or outstanding SEC investigation. No executive officer of hereof by the Company but which has failed to make the certifications required by him not been so publicly announced or her under Section 302 or 906 of the Xxxxxxxx-Xxxxx Act of 2002, as amended (the “Xxxxxxxx-Xxxxx Act”), with respect to any SEC Document, except as disclosed in certifications filed with the SEC Documents.

SEC Documents; Financial Statements; No Undisclosed Liabilities. (ai) The Company has timely filed with or furnished, as applicable, on a timely basis furnished to the SEC all reports, schedules, forms, prospectuses, registration statements and other documents with the SEC required to be filed or furnished, as applicable, furnished by the Company pursuant to it under the Securities Act or the Exchange Act since December 1331, 2013 2018, together with all certifications required pursuant to the Sxxxxxxx-Xxxxx Act of 2002, as amended (the “Sxxxxxxx-Xxxxx Act”) (such documents, as supplemented or amended since the time of filing, and together with all information incorporated by reference therein and schedules and exhibits thereto, the “Company SEC Documents”). As of their respective effective dates dates, the Company SEC Documents at the time filed (or, if amended or superseded by a filing prior to the date of this Agreement, as of the date of such filing) complied, and each Company SEC Document filed or furnished subsequent to the date of this Agreement (assuming, in the case of SEC Documents the Proxy Statement/Prospectus, that the representations and warranties set forth in Section 3.2(e) are registration statements filed pursuant to true and correct) will comply, in all material respects, with the applicable requirements of the Securities Act) and as of their respective dates of filing (in the case of all other SEC Documents), the SEC Documents complied in all material respects with Exchange Act and the requirements of the Securities Act or the Exchange Sxxxxxxx-Xxxxx Act, as the case may be, and the rules and regulations of the SEC promulgated thereunder applicable theretoto such Company SEC Documents, andand none of the Company SEC Documents when filed (or, if amended or superseded by a filing prior to the date of this Agreement, as of the date of such respective dates, none of the SEC Documents filing) contained any untrue statement of a material fact or omitted to state a material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading. None To the knowledge of the Company’s Subsidiaries is subject to the periodic reporting requirements , none of the Exchange Act. As Company SEC Documents is as of the date of this Agreement the subject of ongoing SEC review and as of the date hereof, there are no outstanding or unresolved the Company has not received any comments in comment letters from the SEC staff with respect to any of the Company SEC Documents. To Documents which remain unresolved, nor has it received any inquiry or information request from the Knowledge of the Company, SEC as of the date hereof, none of this Agreement as to any matters affecting the Company that have not been addressed. The Company is in compliance in all material respects with the applicable provisions of the SEC Documents is the subject of ongoing SEC review or outstanding SEC investigation. No executive officer of the Company has failed to make the certifications required by him or her under Section 302 or 906 of the Xxxxxxxx-Xxxxx Act of 2002, as amended (the “XxxxxxxxSxxxxxxx-Xxxxx Act”), with respect to any SEC Documentthe Dxxx-Fxxxx Xxxx Street Reform and Consumer Protection Act, except as disclosed in certifications filed with amended, and the SEC Documentsapplicable listing and corporate governance rules and regulations of NYSE.

SEC Documents; Financial Statements; No Undisclosed Liabilities. (a) The Company has filed or furnished, as applicable, all SEC Documents on a timely basis all reports, schedules, forms, statements or has received a valid extension of such time of filing and other documents with the has filed any such SEC required to be filed or furnished, as applicable, by the Company pursuant Documents prior to the Securities Act or the Exchange Act since December 13, 2013 (the “SEC Documents”)expiration of any such extension. As of their respective effective dates (in the case of SEC Documents that are registration statements filed pursuant to the requirements of the Securities Act) and as of their respective dates of filing (in the case of all other SEC Documents)dates, the SEC Documents complied in all material respects with the requirements of the Securities Exchange Act or of 1934, as amended (the “Exchange Act”) and the Xxxxxxxx-Xxxxx Act of 2002, as the case may beamended (and in both cases, and the rules and regulations of the SEC promulgated thereunder thereunder), in each case, applicable theretoto the SEC Documents, and, as of such respective dates, and none of the SEC Documents Documents, at the time they were filed with the SEC (or, if amended prior to the date hereof, the date of the filing of such amendment, with respect to the disclosures that are amended), contained any untrue statement of a material fact or omitted to state a material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading. None As of their respective filing dates, the financial statements of the Company’s Subsidiaries is subject Company included in the SEC Documents complied as to form in all material respects with applicable accounting requirements and the published rules and regulations of the SEC with respect thereto as in effect as of the time of filing. Such financial statements have been prepared in accordance with United States generally accepted accounting principles, consistently applied, during the periods involved (“GAAP”) (except (i) as may be otherwise indicated in such financial statements or the notes thereto, (ii) in the case of unaudited interim statements, to the periodic reporting requirements extent they may exclude footnotes or may be condensed or summary statements or (iii) as otherwise permitted by Regulation S-X and the other rules and regulations of the Exchange ActSEC) and fairly present in all material respects the financial position of the Company and its Subsidiaries as of the dates thereof and the results of its operations and cash flows for the periods then ended (subject, in the case of unaudited statements, to normal year-end audit adjustments). As Except as would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect, neither the Company nor any of its Subsidiaries has any liabilities of any nature (whether accrued, absolute, contingent or otherwise) that would be required under GAAP, as in effect on the date hereof, there are no outstanding to be reflected on a consolidated balance sheet of the Company (including the notes thereto) except liabilities (i) reflected or unresolved comments reserved against in comment letters from the SEC staff with respect to any balance sheet (or the notes thereto) of the Company and its Subsidiaries as of May 26, 2024 (the “Balance Sheet Date”) included in the SEC Documents. To , (ii) incurred after the Knowledge Balance Sheet Date in the ordinary course of business, (iii) as expressly contemplated by this Agreement or otherwise incurred in connection with the Companytransactions contemplated hereby, as of or (iv) that have been discharged or paid prior to the date hereof, none of the SEC Documents is the subject of ongoing SEC review or outstanding SEC investigation. No executive officer of the Company has failed to make the certifications required by him or her under Section 302 or 906 of the Xxxxxxxx-Xxxxx Act of 2002, as amended (the “Xxxxxxxx-Xxxxx Act”), with respect to any SEC Document, except as disclosed in certifications filed with the SEC Documentsthis Agreement.

SEC Documents; Financial Statements; No Undisclosed Liabilities. (a) The Since December 31, 2021, the Company has timely filed or furnished, as applicable, on a timely basis furnished all reports, schedules, forms, statements and other documents with the SEC Documents required to be filed or furnished, as applicable, furnished by it with the Company SEC pursuant to the Securities Act or the Exchange Act since December 13, 2013 (the “SEC Documents”)1934 Act. As of their respective effective dates (in the case of SEC Documents that are registration statements filed pursuant to the requirements of the Securities Act) and as of their respective dates of filing (in the case of all other SEC Documents)or furnishing dates, the SEC Documents complied in all material respects with the requirements of the Securities 1934 Act or and the Exchange ActSxxxxxxx-Xxxxx Act of 2002, as the case may beamended (and in both cases, and the rules and regulations of the SEC promulgated thereunder thereunder), in each case, applicable theretoto the SEC Documents, and, as of such respective dates, and none of the SEC Documents Documents, at the time they were filed or furnished with the SEC (or, if amended prior to the date hereof, the date of the filing or furnishing of such amendment, with respect to the disclosures that are amended), contained any untrue statement of a material fact or omitted to state a material fact required to be stated therein or necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading. None As of their respective filing dates, the financial statements of the Company’s Subsidiaries is subject Company included in the SEC Documents complied as to form in all material respects with applicable accounting requirements and the published rules and regulations of the SEC with respect thereto as in effect as of the time of filing. Such financial statements have been prepared in accordance with United States generally accepted accounting principles, consistently applied, during the periods involved ("GAAP") (except (i) as may be otherwise indicated in such financial statements or the notes thereto, (ii) in the case of unaudited interim statements, to the periodic reporting requirements extent they may exclude footnotes or may be condensed or summary statements or (iii) as otherwise permitted by Regulation S-X and the other rules and regulations of the Exchange ActSEC) and fairly present in all material respects the financial position of the Company and its Subsidiaries as of the dates thereof and the results of its operations and cash flows for the periods then ended (subject, in the case of unaudited statements, to normal year-end audit adjustments). As Except as would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect, neither the Company nor any of its Subsidiaries has any liabilities of any nature (whether accrued, absolute, contingent or otherwise) that would be required under GAAP, as in effect on the date hereof, there are no outstanding to be reflected on a consolidated balance sheet of the Company (including the notes thereto) except liabilities (i) reflected or unresolved comments reserved against in comment letters from the SEC staff with respect to any balance sheet (or the notes thereto) of the Company and its Subsidiaries as of September 30, 2022 (the "Balance Sheet Date") included in the SEC Documents. To , (ii) incurred after the Knowledge Balance Sheet Date in the ordinary course of business, (iii) as expressly contemplated by the Transaction Documents or otherwise incurred in connection with the transactions contemplated hereby and thereby, (iv) that have been discharged or paid prior to the date of this Agreement, or (v) that have been incurred in the ordinary course, consistent in nature with the Company, as of 's past practice prior to the date hereof, none of the SEC Documents is the subject of ongoing SEC review or outstanding SEC investigation. No executive officer of the Company has failed to make the certifications required by him or her under Section 302 or 906 of the Xxxxxxxx-Xxxxx Act of 2002, as amended (the “Xxxxxxxx-Xxxxx Act”), with respect to any SEC Document, except as disclosed in certifications filed with the SEC Documents.

SEC Documents; Financial Statements; No Undisclosed Liabilities. During the two (a2) The years prior to the date hereof, the Company has timely filed or furnished, as applicable, on a timely basis all reports, schedules, forms, statements and other documents with the SEC Documents required to be filed or furnished, as applicable, by it with the Company SEC pursuant to the Securities Act or the Exchange Act since December 13, 2013 (the “SEC Documents”)1934 Act. As of their respective effective dates (in the case of SEC Documents that are registration statements filed pursuant to the requirements of the Securities Act) and as of their respective dates of filing (in the case of all other SEC Documents)dates, the SEC Documents complied in all material respects with the requirements of the Securities 1934 Act or and the Exchange ActXxxxxxxx-Xxxxx Act of 2002, as the case may beamended (and in both cases, and the rules and regulations of the SEC promulgated thereunder thereunder), in each case, applicable theretoto the SEC Documents, and, as of such respective dates, and none of the SEC Documents Documents, at the time they were filed with the SEC (or, if amended prior to the date hereof, the date of the filing of such amendment, with respect to the disclosures that are amended), contained any untrue statement of a material fact or omitted to state a material fact required to be stated therein or necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading. None As of their respective filing dates, the financial statements of the Company’s Subsidiaries is subject Company included in the SEC Documents complied as to form in all material respects with applicable accounting requirements and the published rules and regulations of the SEC with respect thereto as in effect as of the time of filing. Such financial statements have been prepared in accordance with United States generally accepted accounting principles, consistently applied, during the periods involved (“GAAP”) (except (i) as may be otherwise indicated in such financial statements or the notes thereto, (ii) in the case of unaudited interim statements, to the periodic reporting requirements extent they may exclude footnotes or may be condensed or summary statements or (iii) as otherwise permitted by Regulation S-X and the other rules and regulations of the Exchange ActSEC) and fairly present in all material respects the financial position of the Company and its Subsidiaries as of the dates thereof and the results of its operations and cash flows for the periods then ended (subject, in the case of unaudited statements, to normal year-end audit adjustments). As Except (i) liabilities related to the Current Proceedings and (ii) as would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect, neither the Company nor any of its Subsidiaries has any liabilities of any nature (whether accrued, absolute, contingent or otherwise) that would be required under GAAP, as in effect on the date hereof, there are no outstanding to be reflected on a consolidated balance sheet of the Company (including the notes thereto) except liabilities (i) reflected or unresolved comments reserved against in comment letters from the SEC staff with respect to any balance sheet (or the notes thereto) of the Company and its Subsidiaries as of December 31, 2017 (the “Balance Sheet Date”) included in the SEC Documents. To , (ii) incurred after the Knowledge Balance Sheet Date in the ordinary course of business, (iii) as expressly contemplated by the Transaction Documents or otherwise incurred in connection with the transactions contemplated hereby and thereby, (iv) that have been discharged or paid prior to the date of this Agreement, or (v) that have been incurred in the ordinary course, consistent in nature with the Company, as of ’s past practice prior to the date hereof, none of the SEC Documents is the subject of ongoing SEC review or outstanding SEC investigation. No executive officer of the Company has failed to make the certifications required by him or her under Section 302 or 906 of the Xxxxxxxx-Xxxxx Act of 2002, as amended (the “Xxxxxxxx-Xxxxx Act”), with respect to any SEC Document, except as disclosed in certifications filed with the SEC Documents.

SEC Documents; Financial Statements; No Undisclosed Liabilities. (ai) The Company Parent has timely filed with or furnished, as applicable, on a timely basis furnished to the SEC all reports, schedules, forms, statements and other documents with the SEC required to be filed or furnished, as applicable, furnished by the Company pursuant to it under the Securities Act or the Exchange Act since December 1331, 2013 2018, together with all certifications required pursuant to the Xxxxxxxx-Xxxxx Act (such documents, as supplemented or amended since the time of filing, and together with all information incorporated by reference therein and schedules and exhibits thereto, the “Parent SEC Documents”). As of their respective effective dates dates, the Parent SEC Documents at the time filed (or, if amended or superseded by a filing prior to the date of this Agreement, as of the date of such filing) complied, and each Parent SEC Document filed or furnished subsequent to the date of this Agreement (assuming, in the case of SEC Documents the Proxy Statement/Prospectus, that the representations and warranties set forth in Section 3.1(e) are registration statements filed pursuant to the requirements of the Securities Acttrue and correct) and as of their respective dates of filing (in the case of all other SEC Documents)will comply, the SEC Documents complied in all material respects with the applicable requirements of the Securities Act or Act, the Exchange Act and the Xxxxxxxx-Xxxxx Act, as the case may be, and the rules and regulations of the SEC promulgated thereunder applicable theretoto such Parent SEC Documents, andand none of the Parent SEC Documents when filed (or, if amended or superseded by a filing prior to the date of this Agreement, as of the date of such respective dates, none of the SEC Documents filing) contained any untrue statement of a material fact or omitted to state a material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading. None To the knowledge of Parent, none of the Company’s Subsidiaries Parent SEC Documents is subject to the periodic reporting requirements as of the Exchange Act. As date of this Agreement the subject of ongoing SEC review and as of the date hereof, there are no outstanding or unresolved Parent has not received any comments in comment letters from the SEC staff with respect to any of the Parent SEC Documents. To Documents which remain unresolved, nor has it received any inquiry or information request from the Knowledge of the Company, SEC as of the date hereof, none of this Agreement as to any matters affecting Parent that have not been addressed. Parent is in compliance in all material respects with the SEC Documents is the subject of ongoing SEC review or outstanding SEC investigation. No executive officer of the Company has failed to make the certifications required by him or her under Section 302 or 906 applicable provisions of the Xxxxxxxx-Xxxxx Act of 2002Act, the Xxxx-Xxxxx Xxxx Street Reform and Consumer Protection Act, as amended (amended, and the “Xxxxxxxx-Xxxxx Act”), with respect to any SEC Document, except as disclosed in certifications filed with applicable listing and corporate governance rules and regulations of the SEC DocumentsNYSE.

SEC Documents; Financial Statements; No Undisclosed Liabilities. (ai) The Company Parent has timely filed with or furnished, as applicable, on a timely basis furnished to the SEC all reports, schedules, forms, statements and other documents with the SEC required to be filed or furnished, as applicable, furnished by the Company pursuant to it under the Securities Act or the Exchange Act since December 1331, 2013 2018, together with all certifications required pursuant to the Sxxxxxxx-Xxxxx Act (such documents, as supplemented or amended since the time of filing, and together with all information incorporated by reference therein and schedules and exhibits thereto, the “Parent SEC Documents”). As of their respective effective dates dates, the Parent SEC Documents at the time filed (or, if amended or superseded by a filing prior to the date of this Agreement, as of the date of such filing) complied, and each Parent SEC Document filed or furnished subsequent to the date of this Agreement (assuming, in the case of SEC Documents the Proxy Statement/Prospectus, that the representations and warranties set forth in Section 3.1(e) are registration statements filed pursuant to the requirements of the Securities Acttrue and correct) and as of their respective dates of filing (in the case of all other SEC Documents)will comply, the SEC Documents complied in all material respects with the applicable requirements of the Securities Act or Act, the Exchange Act and the Sxxxxxxx-Xxxxx Act, as the case may be, and the rules and regulations of the SEC promulgated thereunder applicable theretoto such Parent SEC Documents, andand none of the Parent SEC Documents when filed (or, if amended or superseded by a filing prior to the date of this Agreement, as of the date of such respective dates, none of the SEC Documents filing) contained any untrue statement of a material fact or omitted to state a material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading. None To the knowledge of Parent, none of the Company’s Subsidiaries Parent SEC Documents is subject to the periodic reporting requirements as of the Exchange Act. As date of this Agreement the subject of ongoing SEC review and as of the date hereof, there are no outstanding or unresolved Parent has not received any comments in comment letters from the SEC staff with respect to any of the Parent SEC Documents. To Documents which remain unresolved, nor has it received any inquiry or information request from the Knowledge of the Company, SEC as of the date hereof, none of this Agreement as to any matters affecting Parent that have not been addressed. Parent is in compliance in all material respects with the applicable provisions of the SEC Documents is the subject of ongoing SEC review or outstanding SEC investigation. No executive officer of the Company has failed to make the certifications required by him or her under Section 302 or 906 of the Xxxxxxxx-Xxxxx Act of 2002, as amended (the “XxxxxxxxSxxxxxxx-Xxxxx Act”), with respect to any SEC Documentthe Dxxx-Fxxxx Xxxx Street Reform and Consumer Protection Act, except as disclosed in certifications filed with amended, and the SEC Documentsapplicable listing and corporate governance rules and regulations of the NYSE.

SEC Documents; Financial Statements; No Undisclosed Liabilities. (a) The Parent has provided or made available to the Company has filed or furnished, as applicable, on a timely basis and the Principal Shareholders true and correct copies of all reports, schedules, forms, statements statements, exhibits and other documents filed with the SEC required to be filed by Parent under or furnished, as applicable, by the Company pursuant to the Securities Act or the Exchange Act since December 13of 1934, 2013 as amended (the “"Exchange Act") since January 1, 1997 (the "Parent SEC Documents”"), all of which were timely filed with the SEC. As of their respective effective dates (in the case of SEC Documents that are registration statements filed pursuant dates, or as subsequently amended prior to the requirements date of the Securities Act) and as of their respective dates of filing (in the case of all other SEC Documents)this Agreement, the Parent SEC Documents complied in all material respects with the requirements of the Securities Exchange Act or the Exchange Act, as the case may beapplicable to such Parent SEC Documents, and the rules and regulations of the SEC promulgated thereunder applicable thereto, and, as of such respective dates, none of the Parent SEC Documents contained any untrue statement of a material fact or omitted to state a material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading. None The financial statements of the Company’s Subsidiaries is subject to Parent included in the periodic reporting Parent SEC Documents comply in all material respects with applicable accounting requirements of and the Exchange Act. As of the date hereof, there are no outstanding or unresolved comments in comment letters from the SEC staff with respect to any published rules and regulations of the SEC Documents. To with respect thereto, have been prepared in accordance with GAAP (except as may be indicated in the Knowledge notes thereto), fairly present the consolidated financial position of the Company, Parent and its consolidated subsidiaries as of the date hereofdates thereof and the consolidated results of their operations and cash flows for the periods then ended (subject, none in the case of unaudited statements, to normal year-end audit adjustments), are correct and complete in all material respects, and are consistent with the books and records of Parent and its consolidated subsidiaries (which books and records are correct and complete in all material respects). Except as set forth in Section 4.2(d) of the SEC Documents is the subject of ongoing SEC review or outstanding SEC investigation. No executive officer of the Company has failed to make the certifications required by him or her under Section 302 or 906 of the Xxxxxxxx-Xxxxx Act of 2002, as amended (the “Xxxxxxxx-Xxxxx Act”), with respect to any SEC Document, Parent Disclosure Schedule and except as disclosed in certifications filed with the financial statements of the Parent included in the Parent SEC Documents, the Parent has not incurred any liability (accrued, absolute, contingent or otherwise) that would be required by GAAP to be reflected on a balance sheet or described in the notes thereto or which, individually or in the aggregate, could be expected to have a Parent Material Adverse Effect.

SEC Documents; Financial Statements; No Undisclosed Liabilities. (a) The Company Parent has timely filed or furnished, as applicable, on a timely basis furnished (giving effect to permissible extensions in accordance with Rule 12b-25 under the Exchange Act) with the SEC all reports, schedules, forms, statements statements, and other documents with the SEC (including exhibits and other information incorporated therein) required to be filed or furnishedfurnished by it since January 1, as applicable, by the Company pursuant to 2023 under the Securities Act or the Exchange Act since December 13(all such documents, 2013 (together with all exhibits and schedules to the foregoing materials and all documents and information incorporated therein by reference, the “SEC Documents”). As of their respective effective dates (in the case of The SEC Documents that are registration Documents, including any audited or unaudited financial statements filed pursuant therewith and any notes thereto or schedules included therein (the “Parent Financial Statements”), at the time filed or furnished (except to the requirements of extent corrected by a subsequently filed or furnished SEC Document filed or furnished prior to the Securities ActExecution Date) and as of their respective dates of filing (in the case of all other SEC Documents), the SEC Documents complied in all material respects with the requirements of the Securities Act or the Exchange Act, as the case may be, and the rules and regulations of the SEC promulgated thereunder applicable thereto, and, as of such respective dates, none of the SEC Documents contained i) did not contain any untrue statement of a material fact or omitted omit to state a material fact required to be stated therein or necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading. None of , (ii) complied in all material respects with the Company’s Subsidiaries is subject to the periodic reporting applicable requirements of the Exchange Act and the Securities Act. As , as applicable, (iii) in the case of the date hereofParent Financial Statements, there are no outstanding or unresolved comments complied as to form in comment letters from all material respects with applicable accounting requirements and with the SEC staff with respect to any published rules and regulations of the SEC Documents. To with respect thereto, (iv) in the Knowledge case of the CompanyParent Financial Statements, were prepared in accordance with GAAP consistently applied throughout the periods covered thereby (except as may be indicated in the notes thereto or, in the case of unaudited statements, as permitted by Rule 10-01 of Regulation S-X of the SEC) and subject, in the case of interim financial statements, to normal and recurring year-end audit adjustments and (v) in the case of the Parent Financial Statements, fairly present in all material respects the consolidated financial position of Parent and its Subsidiaries as of the date hereofdates thereof and their respective consolidated results of operations and cash flows for the periods then ended (subject, none in the case of unaudited statements, to normal and recurring year-end audit adjustments). Since January 1, 2023, Parent has not made any material change in the SEC Documents is accounting practices or policies applied in the subject preparation of ongoing SEC review or outstanding SEC investigation. No executive officer of the Company has failed to make the certifications required by him or her under Section 302 or 906 of the Xxxxxxxx-Xxxxx Act of 2002, as amended (the “Xxxxxxxx-Xxxxx Act”), with respect to any SEC Documentits financial statements, except as disclosed in certifications filed with the required by GAAP, SEC Documentsrule or policy or applicable Law.