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

SEC Documents; Financial Statements; No Undisclosed Liabilities. (i) Parent has timely filed or furnished to the SEC all reports, schedules, statements and other documents required to be filed or furnished by it under the Securities Act or the Exchange Act since December 31, 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 dates and after giving effect to any amendments or supplements thereto, the Parent SEC Documents at the time filed complied in all material respects with the applicable requirements of the Securities Act and the Exchange Act, as applicable, and the Xxxxxxxx-Xxxxx Act, and the rules and regulations of the SEC promulgated thereunder applicable to such Parent SEC Documents, each as in effect on the date such Parent SEC Document was filed, and did not contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they were made, not misleading. To the knowledge of Parent, none of the Parent SEC Documents is as of the date of this Agreement the subject of ongoing SEC review. 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, nor has it received any inquiry or information request from the SEC as of the date of this Agreement as to any matters affecting Parent that have not been adequately addressed. None of the Company’s Subsidiaries is, or at any time since December 31, 2018 has been, subject to the reporting requirements of Section 13(a) or Section 15(d) of the Exchange Act. (ii) The consolidated financial statements of Parent and its Subsidiaries included or incorporated by reference into the Parent SEC Documents, including notes and related schedules, complied as to form, as of their respective dates of filing with the SEC, in all material respects with all applicable accounting requirements and with the published rules and regulations of the SEC with respect thereto, have been prepared in accordance with GAAP applied on a consistent basis during the periods involved (except as may be disclosed in the notes thereto) and fairly present, or, in the case of consolidated balance sheets included in or incorporated by reference into the Parent SEC Documents filed after the date of this Agreement, will fairly present, in each case in all material respects, the consolidated financial position of Parent and its consolidated Subsidiaries as of the respective dates thereof and each of the consolidated statements of operations, comprehensive income (loss), equity, and cash flows included in or incorporated by reference into the Parent SEC Documents (including any related notes and schedules) fairly presents, in each case in all material respects, the results of operations, retained earnings (loss), and changes in financial position for the periods set forth therein (subject, in the case of unaudited statements, to the absence of notes and to normal year-end audit adjustments), in each case in accordance with GAAP (except, in the case of the unaudited statements, to the extent permitted by the SEC) consistently applied during the periods involved, except as may be noted therein or in the notes thereto. (iii) Parent maintains “disclosure controls and procedures” (as defined in Rules 13a-15(e) and 15d-15(e) of the Exchange Act) that are effective to ensure that all information (both financial and non-financial) required to be disclosed by the Company in the reports that it files or furnishes under the Exchange Act is recorded, processed, summarized and reported within the time periods specified in the rules and forms of the SEC, and that all such information is accumulated and communicated to Parent’s management as appropriate to allow timely decisions regarding required disclosure and to make the certifications of the Chief Executive Officer and Chief Financial Officer of Parent required under the Exchange Act with respect to such reports. Parent’s management has completed an assessment of the effectiveness of Parent’s disclosure controls and procedures and, to the extent required by applicable Law, presented in any applicable Parent 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. Parent maintains a system of internal control over financial reporting (as defined in Rule 13a-15(f) or 15d-15(f), as applicable, under the Exchange Act) that is effective in providing reasonable assurance regarding the reliability of Parent’s financial reporting and the preparation of financial statements for external purposes in accordance with GAAP. Parent has disclosed as of the date hereof, based on the most recent evaluation of its Chief Executive Officer and its Chief Financial Officer prior to the date of this Agreement, to Parent’s auditors and the audit committee of the Board of Directors of Parent (1) any significant deficiencies or material weaknesses in the design or operation of its internal controls over financial reporting that are reasonably likely to materially affect Parent’s ability to record, process, summarize, and report financial information and (2) any fraud, whether or not material, that involves management or other employees of Parent or any Subsidiary who have a significant role in Parent’s internal control over financial reporting, and each such deficiency, weakness and fraud so disclosed to auditors, if any, has been disclosed to the Company prior to the date of this Agreement. (iv) There are no liabilities or obligations of Parent or any of its Subsidiaries, whether accrued, contingent, absolute, determined, determinable or otherwise, of the type that would be required to be disclosed in a consolidated balance sheet of the Company and its consolidated Subsidiaries (including the notes thereto) prepared in accordance with GAAP, other than: (A) liabilities for obligations reflected or reserved against in Parent’s most recent balance sheet or disclosed in the notes thereto contained in the Parent SEC Documents filed with the SEC prior to the date of this Agreement; (B) liabilities or obligations incurred in the ordinary course of business consistent with past practice since the date of such balance sheet; (C) liabilities or obligations arising out of this Agreement or the transactions contemplated hereby; or (D) liabilities or obligations that would not reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect on Parent. (v) Neither Parent nor any Subsidiary of Parent is a party to, nor does it have any legally binding commitment to become a party to, any “off balance sheet arrangements” (as defined in Item 303(a) of Regulation S-K of the SEC), where the result, purpose or effect of such arrangement is to avoid disclosure of any material transaction involving, or material liabilities of, Parent or any Subsidiary of Parent in Parent’s or such Subsidiary’s audited financial statements or other Company SEC Documents.

SEC Documents; Financial Statements; No Undisclosed Liabilities. (i) Parent has timely (including following any extensions of time for filing provided by Rule 12b-25 promulgated under the Exchange Act) filed or furnished to the SEC all reports, schedules, statements and other documents required to be filed or furnished by it under the Securities Act or the Exchange Act since December 31, 20182014, 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 dates and after giving effect to any amendments or supplements theretodates, 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 in all material respects with the applicable requirements of the Securities Act and Act, the Exchange Act, as applicable, Act and the Xxxxxxxx-Xxxxx Act, and the rules and regulations of the SEC promulgated thereunder applicable to such Parent SEC Documents, each as and, except to the extent information contained in effect on the date such Parent SEC Document was filedhas been revised, and did not contain amended, modified or superseded (prior to the date of this 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 omit omitted to state a material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they were made, not misleading. To the knowledge of Parent, none of the Parent SEC Documents is as of the date of this Agreement the subject of ongoing SEC review. As 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, nor has it received any inquiry or information request from the SEC as . As of the date of this Agreement as to any matters affecting Agreement, no Subsidiary of Parent that have not been adequately addressed. None of the Company’s Subsidiaries is, or at any time since December 31, 2018 has been, is separately subject to the periodic reporting requirements of Section 13(a) or Section 15(d) of the Exchange Act. (ii) The consolidated financial statements of Parent and its Subsidiaries included or incorporated by reference into in the Parent SEC Documents, including notes and related schedules, Documents complied as to form, as of their respective dates of filing with the SEC, in all material respects with all applicable accounting requirements and with the published rules and regulations of the SEC with respect theretothereto (except, in the case of unaudited statements, as permitted by Form 10-Q of the SEC), have been prepared in accordance with GAAP applied on a consistent basis during the periods involved (except as may be disclosed in the notes thereto) and fairly present, or, in the case of consolidated balance sheets included in or incorporated unaudited statements, as permitted by reference into Rule 10-01 of Regulation S-X under the Parent SEC Documents filed after the date of this Agreement, will Exchange Act) and fairly present, in each case present in all material respects, respects the consolidated financial position of Parent and its consolidated Subsidiaries and the combined consolidated statements of income and comprehensive income and combined consolidated statements of equity of such companies as of the respective dates thereof and each of the consolidated statements of operations, comprehensive income (loss), equity, and cash flows included in or incorporated by reference into the Parent SEC Documents (including any related notes and schedules) fairly presents, in each case in all material respects, the results of operations, retained earnings (loss), and changes in financial position for the periods set forth therein shown (subject, in the case of unaudited statements, to the absence of notes and to normal year-end audit adjustments), in each case in accordance with GAAP (except, in the case of the unaudited statements, to the extent permitted by the SEC) consistently applied during the periods involvednormal and recurring year-end adjustments that are not, except as may be noted therein individually or in the notes theretoaggregate, material). (iii) Parent has established and maintains “disclosure controls and procedures” a system of internal control over financial reporting (as defined in Rules 13a-15(e13a–15(f) and 15d-15(e15d–15(f) of the Exchange Act) that are effective which is designed to ensure provide reasonable assurances regarding the reliability of financial reporting. Parent (x) has designed and maintains disclosure controls and procedures (as defined in Rules 13a–15(e) and 15d–15(e) of the Exchange Act) to provide reasonable assurance that all information (both financial and non-financial) required to be disclosed by the Company Parent in the reports that it files or furnishes submits under the Exchange Act is recorded, processed, summarized and reported within the time periods specified in the SEC’s rules and forms of the SEC, and that all such information is accumulated and communicated to Parent’s management as appropriate to allow timely decisions regarding required disclosure and to make the certifications of the Chief Executive Officer and Chief Financial Officer of Parent required under the Exchange Act with respect to such reports. Parent’s management (y) has completed an assessment of the effectiveness of Parent’s disclosure controls and procedures anddisclosed, to the extent required by applicable Law, presented in any applicable Parent 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. Parent maintains a system its most recent evaluation of internal control over financial reporting (as defined in Rule 13a-15(f) or 15d-15(f)reporting, as applicableto the Company, under the Exchange Act) that is effective in providing reasonable assurance regarding the reliability of Parent’s financial reporting and the preparation of financial statements for external purposes in accordance with GAAP. Parent has disclosed as of the date hereof, based on the most recent evaluation of its Chief Executive Officer and its Chief Financial Officer prior to the date of this Agreement, to Parent’s outside auditors and the audit committee of the Board of Directors of Parent (1) any all significant deficiencies or and material weaknesses in the design or operation of its internal controls control over financial reporting that which are reasonably likely to materially adversely affect Parent’s ability to record, process, summarize, summarize and report financial information and (2) any fraud, whether or not material, that involves management or other employees of Parent or any Subsidiary who have a significant role in Parent’s internal control over financial reporting. Since December 31, and each such deficiency2014, weakness and fraud so any material change in internal control over financial reporting required to be disclosed to auditors, if any, in any Parent SEC Document has been disclosed to the Company prior to the date of this Agreementso disclosed. (iv) Since December 31, 2014, neither Parent nor any of its Subsidiaries nor, to the knowledge of Parent, any Representative of Parent or any of its Subsidiaries has received or otherwise 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 Parent or any of its Subsidiaries or their respective internal accounting controls relating to periods after December 31, 2014, including any material complaint, allegation, assertion or claim that Parent or any of its Subsidiaries has engaged in questionable accounting or auditing practices. (v) There are no liabilities or obligations of Parent or any of its SubsidiariesSubsidiaries of any kind whatsoever, whether accrued, contingent, absolute, determined, determinable or otherwise, of the type that would be required to be disclosed in a consolidated balance sheet of the Company and its consolidated Subsidiaries (including the notes thereto) prepared in accordance with GAAP, other than: than (A) liabilities for or obligations reflected or reserved against in Parent’s most recent balance sheet or disclosed in the notes thereto contained in the Parent SEC Documents filed with the SEC prior to the date of this Agreement; (B) liabilities or obligations incurred in the ordinary course of business consistent with past practice practices since the date of such balance sheet; (C) liabilities or obligations arising out of this Agreement or the transactions contemplated hereby; or (D) for future performance under any Contracts to which Parent or any of its Subsidiaries is a party or bound; and (E) liabilities or obligations that would not reasonably be expected to have, individually or in the aggregate, a Parent Material Adverse Effect on ParentEffect. (vvi) Neither Parent nor any Subsidiary of Parent is a party to, nor does it have or has any legally binding commitment to become a party to, any “off balance sheet arrangements” (as defined in Item 303(a) of Regulation S-K of the SEC), where the result, purpose or effect of such arrangement contract is to avoid disclosure of any material transaction involving, or material liabilities of, Parent or any Subsidiary of Parent in Parent’s or such Subsidiary’s audited any of their financial statements or other Company SEC Documentsstatements.

SEC Documents; Financial Statements; No Undisclosed Liabilities. (i) Parent 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 to the SEC all reports, schedules, statements and other documents required to be filed or furnished by it under the Securities Act or the Exchange Act since December and including July 31, 20182015, 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 “Parent Company SEC Documents”). As of their respective dates and after giving effect to any amendments or supplements theretodates, the Parent 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 in all material respects with the applicable requirements of the Securities Act and Act, the Exchange Act, as applicable, Act and the Xxxxxxxx-Xxxxx Act, and the rules and regulations of the SEC promulgated thereunder applicable to such Parent Company SEC Documents, each as and, except to the extent information contained in effect on such Company SEC Document has been revised, amended, modified or superseded (prior to the date such Parent of this Agreement) by a later filed or furnished Company SEC Document was filedDocument, and did not contain none of the Company SEC Documents when filed contained any untrue statement of a material fact or omit omitted to state a material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they were made, not misleading. To the knowledge of Parent, the Company: none of the Parent Company SEC Documents is as of the date of this Agreement the subject of ongoing SEC review. As review and as of the date hereof, Parent the Company has not received any comments from the SEC with respect to any of the Parent Company SEC Documents which remain unresolved, nor has it received any inquiry or information request from the SEC as . As of the date of this Agreement as to any matters affecting Parent that have not been adequately addressed. None Agreement, no Subsidiary of the Company’s Subsidiaries is, or at any time since December 31, 2018 has been, Company is separately subject to the periodic reporting requirements of Section 13(a) or Section 15(d) of the Exchange Act. (ii) The consolidated financial statements of Parent and its Subsidiaries the Company included or incorporated by reference into in the Parent Company SEC Documents, including notes and related schedules, Documents complied as to form, as of their respective dates of filing with the SEC, in all material respects with all applicable accounting requirements and with the published rules and regulations of the SEC with respect theretothereto (except, in the case of unaudited statements, as permitted by Form 10-Q of the SEC), have been prepared in accordance with GAAP applied on a consistent basis during the periods involved (except as may be disclosed in the notes thereto) and fairly present, or, in the case of consolidated balance sheets included in or incorporated by reference into the Parent SEC Documents filed after the date of this Agreement, will fairly present, in each case in all material respects, the consolidated financial position of Parent and its consolidated Subsidiaries as of the respective dates thereof and each of the consolidated statements of operations, comprehensive income (loss), equity, and cash flows included in or incorporated by reference into the Parent SEC Documents (including any related notes and schedules) fairly presents, in each case in all material respects, the results of operations, retained earnings (loss), and changes in financial position for the periods set forth therein (subject, in the case of unaudited statements, to as permitted by Rule 10-01 of Regulation S-X under the absence Exchange Act) and fairly present in all material respects the consolidated financial position of notes the Company and to normal year-end audit adjustments), in each case in accordance with GAAP its consolidated Subsidiaries and the combined consolidated statements of income and comprehensive income and combined consolidated statements of equity of such companies as of the dates and for the periods shown (exceptsubject, in the case of the unaudited statements, to the extent permitted by the SEC) consistently applied during the periods involvednormal and recurring year-end adjustments that are not, except as may be noted therein individually or in the notes theretoaggregate, material). (iii) Parent The Company has established and maintains “disclosure controls and procedures” a system of internal control over financial reporting (as defined in Rules 13a-15(e13a–15(f) and 15d-15(e15d–15(f) of the Exchange Act) that are effective which is designed to ensure provide reasonable assurances regarding the reliability of financial reporting. The Company (x) has designed and maintains disclosure controls and procedures (as defined in Rules 13a–15(e) and 15d–15(e) of the Exchange Act) to provide reasonable assurance that all information (both financial and non-financial) required to be disclosed by the Company in the reports that it files or furnishes submits under the Exchange Act is recorded, processed, summarized and reported within the time periods specified in the SEC’s rules and forms of the SEC, and that all such information is accumulated and communicated to Parentthe Company’s management as appropriate to allow timely decisions regarding required disclosure disclosure, and to make the certifications of the Chief Executive Officer and Chief Financial Officer of Parent required under the Exchange Act with respect to such reports. Parent’s management (y) has completed an assessment of the effectiveness of Parent’s disclosure controls and procedures anddisclosed, to the extent required by applicable Law, presented in any applicable Parent 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. Parent maintains a system its most recent evaluation of internal control over financial reporting (as defined in Rule 13a-15(f) or 15d-15(f), as applicable, under the Exchange Act) that is effective in providing reasonable assurance regarding the reliability of Parent’s financial reporting and the preparation of financial statements for external purposes in accordance with GAAP. Parent has disclosed as of the date hereof, based on the most recent evaluation of its Chief Executive Officer and its Chief Financial Officer prior to the date of this Agreementreporting, to Parent, the Company’s outside auditors and the audit committee of the Board of Directors of Parent the Company (1) any all significant deficiencies or and material weaknesses in the design or operation of its internal controls control over financial reporting that which are reasonably likely to materially adversely affect Parentthe Company’s ability to record, process, summarize, summarize and report financial information and (2) any fraud, whether or not material, that involves management or other employees of Parent or any Subsidiary who have a significant role in Parentthe Company’s internal control over financial reporting. Since July 31, and each such deficiency2015, weakness and fraud so any material change in internal control over financial reporting required to be disclosed to auditors, if any, in any Company SEC Document has been disclosed to the Company prior to the date of this Agreementso disclosed. (iv) Since December 31, 2014, neither the Company nor any of its Subsidiaries nor, to the knowledge of the Company, any Representative of the Company or any of its Subsidiaries has received or otherwise 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 its Subsidiaries or their respective internal accounting controls relating to periods after December 31, 2014, including any material complaint, allegation, assertion or claim that the Company or any of its Subsidiaries has engaged in questionable accounting or auditing practices. (v) There are no liabilities or obligations of Parent the Company or any of its SubsidiariesSubsidiaries of any kind whatsoever, whether accrued, contingent, absolute, determined, determinable or otherwise, of the type that would be required to be disclosed in a consolidated balance sheet of the Company and its consolidated Subsidiaries (including the notes thereto) prepared in accordance with GAAP, otherwise other than: (A) liabilities for or obligations reflected or reserved against in Parentthe Company’s most recent balance sheet or disclosed in the notes thereto contained in the Parent Company SEC Documents filed with the SEC prior to the date of this Agreement; (B) liabilities or obligations incurred in the ordinary course of business consistent with past practice practices since the date of such balance sheet; (C) liabilities or obligations arising out of this Agreement or the transactions contemplated hereby; or (D) for future performance under any Contracts to which the Company or any of its Subsidiaries is a party or bound; and (E) liabilities or obligations that would not reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effect on ParentEffect. (vvi) Neither Parent the Company nor any Subsidiary of Parent the Company is a party to, nor does it have or has any legally binding commitment to become a party to, any “off balance sheet arrangements” (as defined in Item 303(a) of Regulation S-K of the SEC), where the result, purpose or effect of such arrangement contract is to avoid disclosure of any material transaction involving, or material liabilities of, Parent the Company or any Subsidiary of Parent in Parent’s the Company or such Subsidiary’s audited any of their financial statements or other Company SEC Documentsstatements.

SEC Documents; Financial Statements; No Undisclosed Liabilities. (i) Parent has timely filed or furnished to the SEC all required reports, schedules, statements forms and other documents required to be filed or furnished by it under with the Securities Act or the Exchange Act since December 31, 2018, together with all certifications required pursuant to the Xxxxxxxx-Xxxxx Act (such documents, as supplemented or amended SEC since the time filing of filingParent's Registration Statement on Form S-1 for the initial public offering of Parent Common Stock on December 21, and together with all information incorporated by reference therein and schedules and exhibits thereto, 1995 (the “"Parent SEC Documents”"). As of their respective dates and after giving effect to any amendments or supplements theretodates, the Parent SEC Documents at the time filed complied in all material respects with the applicable requirements of the Securities Act and of 1933, as amended (the "Securities Act"), or the Exchange Act, as applicable, and the Xxxxxxxx-Xxxxx Actcase may be, and the rules and regulations of the SEC promulgated thereunder applicable to such Parent SEC Documents, each as in effect on and none of the date such Parent SEC Document was filed, and did not contain Documents contained any untrue statement of a material fact or omit omitted to state a material fact required to be stated state therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading. To the knowledge The financial statements of Parent, none of Parent included in the Parent SEC Documents is as of the date of this Agreement the subject of ongoing SEC review. 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, nor has it received any inquiry or information request from the SEC as of the date of this Agreement comply as to any matters affecting Parent that have not been adequately addressed. None of the Company’s Subsidiaries is, or at any time since December 31, 2018 has been, subject to the reporting requirements of Section 13(a) or Section 15(d) of the Exchange Act. (ii) The consolidated financial statements of Parent and its Subsidiaries included or incorporated by reference into the Parent SEC Documents, including notes and related schedules, complied as to form, as of their respective dates of filing with the SEC, form in all material respects with all applicable accounting requirements and with the published rules and regulations of the SEC with respect thereto, have been prepared in accordance with GAAP 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 disclosed in the notes thereto) and fairly present, or, in the case of consolidated balance sheets included in or incorporated by reference into the Parent SEC Documents filed after the date of this Agreement, will fairly present, in each case in all material respects, present the consolidated financial position of Parent and its consolidated Subsidiaries subsidiaries as of the respective dates thereof and each of the consolidated statements results of operations, comprehensive income (loss), equity, their operations and cash flows included in or incorporated by reference into the Parent SEC Documents (including any related notes and schedules) fairly presents, in each case in all material respects, the results of operations, retained earnings (loss), and changes in financial position for the periods set forth therein then ended (subject, in the case of unaudited statements, to the absence of notes normal and to normal recurring year-end audit adjustmentsadjustments not material in scope or amount). Except as set forth in the Parent Filed SEC Documents (defined in Section 3.2(f)), in each case in accordance with GAAP (except, in the case of the unaudited statements, to the extent permitted by the SEC) consistently applied during the periods involved, except as may be noted therein or in the notes thereto. (iii) neither Parent maintains “disclosure controls and procedures” (as defined in Rules 13a-15(e) and 15d-15(e) of the Exchange Act) that are effective to ensure that all information (both financial and non-financial) required to be disclosed by the Company in the reports that it files or furnishes under the Exchange Act is recorded, processed, summarized and reported within the time periods specified in the rules and forms of the SEC, and that all such information is accumulated and communicated to Parent’s management as appropriate to allow timely decisions regarding required disclosure and to make the certifications of the Chief Executive Officer and Chief Financial Officer of Parent required under the Exchange Act with respect to such reports. Parent’s management has completed an assessment of the effectiveness of Parent’s disclosure controls and procedures and, to the extent required by applicable Law, presented in nor any applicable Parent 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. Parent maintains a system of internal control over financial reporting (as defined in Rule 13a-15(f) or 15d-15(f), as applicable, under the Exchange Act) that is effective in providing reasonable assurance regarding the reliability of Parent’s financial reporting and the preparation of financial statements for external purposes in accordance with GAAP. Parent has disclosed as of the date hereof, based on the most recent evaluation of its Chief Executive Officer and its Chief Financial Officer prior to the date of this Agreement, to Parent’s auditors and the audit committee of the Board of Directors of Parent (1) subsidiaries has any significant deficiencies or material weaknesses in the design or operation of its internal controls over financial reporting that are reasonably likely to materially affect Parent’s ability to record, process, summarize, and report financial information and (2) any fraud, whether or not material, that involves management or other employees of Parent or any Subsidiary who have a significant role in Parent’s internal control over financial reporting, and each such deficiency, weakness and fraud so disclosed to auditors, if any, has been disclosed to the Company prior to the date of this Agreement. (iv) There are no liabilities or obligations of Parent or any of its Subsidiaries, whether accrued, contingent, absolute, determined, determinable or otherwise, of the type that would be required by generally accepted accounting principles to be recognized or disclosed in on a consolidated balance sheet of the Company Parent and its consolidated Subsidiaries (including the notes thereto) prepared in accordance with GAAP, other than: (A) liabilities for obligations reflected subsidiaries or reserved against in Parent’s most recent balance sheet or disclosed in the notes thereto contained in the Parent SEC Documents filed with the SEC prior to the date of this Agreement; (B) liabilities or obligations incurred in the ordinary course of business consistent with past practice since the date of such balance sheet; (C) liabilities or obligations arising out of this Agreement or the transactions contemplated hereby; or (D) liabilities or obligations that would not reasonably be expected to haveand which, individually or in the aggregate, could reasonably be expected to have a Material Adverse Effect material adverse effect on ParentParent and its subsidiaries taken as a whole. (v) Neither Parent nor any Subsidiary of Parent is a party to, nor does it have any legally binding commitment to become a party to, any “off balance sheet arrangements” (as defined in Item 303(a) of Regulation S-K of the SEC), where the result, purpose or effect of such arrangement is to avoid disclosure of any material transaction involving, or material liabilities of, Parent or any Subsidiary of Parent in Parent’s or such Subsidiary’s audited financial statements or other Company SEC Documents.

SEC Documents; Financial Statements; No Undisclosed Liabilities. (i) Parent The Company has timely filed with or furnished to the SEC all reports, schedules, forms, prospectuses, registration statements and other documents required to be filed or furnished by it under the Securities Act or the Exchange Act since December 31, 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 “Parent Company SEC Documents”). As of their respective dates and after giving effect to any amendments or supplements theretodates, the Parent Company SEC Documents at the time filed complied in all material respects with (or, if amended or superseded by a filing prior to the applicable requirements date of this Agreement, as of the Securities Act date of such filing) complied, and each Company SEC Document filed or furnished subsequent to the Exchange Actdate of this Agreement (assuming, in the case of the Proxy Statement/Prospectus, that the representations and warranties set forth in this Agreement, as applicable, and the Xxxxxxxx-Xxxxx Act, and the rules and regulations of the SEC promulgated thereunder applicable to date of such Parent SEC Documents, each as in effect on the date such Parent SEC Document was filed, and did not contain filing) contained any untrue statement of a material fact or omit omitted to state a material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they were made, not misleading. To the knowledge of Parentthe Company, none of the Parent Company SEC Documents is as of the date of this Agreement the subject of ongoing SEC review. As review and as of the date hereof, Parent the Company has not received any comments from the SEC with respect to any of the Parent Company SEC Documents which remain unresolved, nor has it received any inquiry or information request from the SEC as of the date of this Agreement as to any matters affecting Parent the Company that have not been adequately addressed. None The Company is in compliance in all material respects with the applicable provisions of the Company’s Subsidiaries isXxxxxxxx-Xxxxx Act, or at any time since December 31the Xxxx-Xxxxx Xxxx Street Reform and Consumer Protection Act, 2018 has beenas amended, subject to and the reporting requirements applicable listing and corporate governance rules and regulations of Section 13(a) or Section 15(d) of the Exchange ActNYSE. (ii) The audited consolidated and unaudited consolidated financial statements of Parent and its Subsidiaries the Company included or incorporated by reference into in the Parent Company SEC Documents, including notes and related schedules, Documents complied as to form, as of their respective dates of filing with the SECSEC (or, if amended or superseded by a filing prior to the date of this Agreement, as of the date of such filing), in all material respects with all applicable accounting requirements and with the published rules and regulations of the SEC with respect theretothereto (except, in the case of unaudited statements, as permitted by Form 10-Q of the SEC), have been prepared in accordance with GAAP applied on a consistent basis during the periods involved (except as may be disclosed in the notes thereto) and fairly present, or, in the case of consolidated balance sheets included in or incorporated by reference into the Parent SEC Documents filed after the date of this Agreement, will fairly present, in each case in all material respects, the consolidated financial position of Parent and its consolidated Subsidiaries as of the respective dates thereof and each of the consolidated statements of operations, comprehensive income (loss), equity, and cash flows included in or incorporated by reference into the Parent SEC Documents (including any related notes and schedules) fairly presents, in each case in all material respects, the results of operations, retained earnings (loss), and changes in financial position for the periods set forth therein (subject, in the case of unaudited statements, to as permitted by Rule 10-01 of Regulation S-X under the absence Exchange Act) and fairly present in all material respects the consolidated financial position of notes the Company and its consolidated Subsidiaries and the consolidated results of operations, changes in stockholders’ equity and cash flows of such companies as of the dates and for the periods shown (subject, in each case, to normal and recurring year-end audit adjustments), in each case in accordance with GAAP (except, adjustments in the case of the any unaudited interim financial statements, to the extent permitted by the SEC) consistently applied during the periods involved, except as may be noted therein or in the notes thereto). (iii) Parent The Company has established and maintains “disclosure controls and procedures” a system of internal control over financial reporting (as defined in Rules 13a-15(e) 13a-15 and 15d-15(e) 15d-15 of the Exchange Act) that are effective is designed to ensure provide reasonable assurance regarding the reliability of financial reporting. The Company (A) has designed and maintains disclosure controls and procedures (as defined in Rules 13a-15 and 15d-15 of the Exchange Act) to provide reasonable assurance that all information (both financial and non-financial) required to be disclosed by the Company in the reports that it files or furnishes submits under the Exchange Act is recorded, processed, summarized and reported within the time periods specified in the SEC’s rules and forms of the SEC, and that all such information is accumulated and communicated to Parentthe Company’s management as appropriate to allow timely decisions regarding required disclosure disclosure, and to make the certifications of the Chief Executive Officer and Chief Financial Officer of Parent required under the Exchange Act with respect to such reports. Parent’s management (B) has completed an assessment of the effectiveness of Parent’s disclosure controls and procedures anddisclosed, to the extent required by applicable Law, presented in any applicable Parent 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. Parent maintains a system its most recent evaluation of internal control over financial reporting (as defined in Rule 13a-15(f) or 15d-15(f), as applicable, under the Exchange Act) that is effective in providing reasonable assurance regarding the reliability of Parent’s financial reporting and the preparation of financial statements for external purposes in accordance with GAAP. Parent has disclosed as of the date hereof, based on the most recent evaluation of its Chief Executive Officer and its Chief Financial Officer prior to the date of this Agreementreporting, to Parent, the Company’s outside auditors and the audit committee of the Company Board of Directors of Parent (1) any all significant deficiencies or and material weaknesses in the design or operation of its internal controls control over financial reporting that which are reasonably likely to materially adversely affect Parentthe Company’s ability to record, process, summarize, summarize and report financial information and (2) any fraud, whether or not material, that involves management or other employees of Parent or any Subsidiary who have a significant role in Parentthe Company’s internal control over financial reporting. Since December 31, and each such deficiency2018, weakness and fraud so any material change in internal control over financial reporting required to be disclosed to auditors, if any, in any Company SEC Document has been disclosed to the Company prior so disclosed. Since December 31, 2018 to the date of this Agreement, each of the principal executive officer and principal financial officer of the Company (or each former principal executive officer and principal financial officer of the Company, as applicable) has made all certifications required by Rules 13a-14 and 15d-14 under the Exchange Act and Sections 302 and 906 of the Xxxxxxxx-Xxxxx Act and any related rules and regulations promulgated by the SEC and NYSE, and neither the Company nor any of its executive officers has received written notice from any Governmental Entity challenging or questioning the accuracy, completeness, form or manner of filing of such certifications. For purposes of this Agreement, “principal executive officer” and “principal financial officer” shall have the meanings given to such terms in the Xxxxxxxx-Xxxxx Act. (iv) Since December 31, 2018 to the date of this Agreement, neither the Company nor any of its Subsidiaries nor, to the knowledge of the Company, any Representative of the Company or any of its Subsidiaries has received any written (or to the knowledge of the Company, oral) complaint, allegation, assertion or claim regarding the accounting or auditing practices, procedures, methodologies or methods of the Company or any of its Subsidiaries or their respective internal accounting controls relating to periods after December 31, 2018, including any complaint, allegation, assertion or claim that the Company or any of its Subsidiaries has engaged in questionable accounting or auditing practices. (v) There are no liabilities or obligations of Parent the Company or any of its SubsidiariesSubsidiaries of any kind whatsoever, whether accrued, contingent, absolute, determined, determinable or otherwise, of the type that would be required to be disclosed in a consolidated balance sheet of the Company and its consolidated Subsidiaries (including the notes thereto) prepared in accordance with GAAP, other than: : (A) liabilities for or obligations reflected or reserved against in Parentthe Company’s most recent balance sheet or disclosed in the notes thereto contained in the Parent Company SEC Documents filed with the SEC prior to the date of this Agreement; (B) liabilities or obligations incurred in the ordinary course of business consistent with past practice since the date of such balance sheet; (C) liabilities or obligations arising out of this Agreement or the transactions contemplated hereby; or and (D) liabilities or obligations that have not had and would not reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effect on ParentEffect. (vvi) Neither Parent the Company nor any Subsidiary of Parent the Company is a party to, nor does it have or has any legally binding commitment to become a party to, any “joint venture, off-balance sheet partnership or any similar contract or arrangement, including any contract relating to any transaction or relationship between the Company or any Subsidiary of the Company, on the one hand, and any unconsolidated Affiliate of the Company or any Subsidiary of the Company, including any structured finance, special purpose or limited purpose entity or Person, on the other hand, or any off balance sheet arrangements” (as defined in Item 303(a) of Regulation S-K of the SEC), where the result, purpose or effect of such arrangement contract is to avoid public disclosure of any material transaction involving, or material liabilities of, Parent the Company or any Subsidiary of Parent in Parent’s the Company or such Subsidiary’s audited any of their financial statements or other Company SEC Documentsstatements.

SEC Documents; Financial Statements; No Undisclosed Liabilities. (ia) Parent Safe has timely filed or furnished to the SEC all reports, schedules, statements and other documents required to be filed or furnished by it under the Securities Act or the Exchange Act since December 31, 20182019, 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 “Parent Safe SEC Documents”). As of their respective dates and after giving effect to any amendments or supplements theretodates, the Parent Safe 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 in all material respects with the applicable requirements of the Securities Act and Act, the Exchange Act, as applicable, Act and the Xxxxxxxx-Xxxxx Act, and the rules and regulations of the SEC promulgated thereunder applicable to such Parent Safe SEC Documents, each as in effect on and none of the date such Parent Safe SEC Document was filed, and did not contain Documents when filed contained any untrue statement of a material fact or omit omitted to state a material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they were made, not misleading. To the knowledge of ParentSafe, none of the Parent Safe SEC Documents is are as of the date of this Agreement the subject of ongoing SEC review. As review and as of the date hereof, Parent Safe has not received any comments from the SEC with respect to any of the Parent Safe SEC Documents which remain unresolved, nor has it received any inquiry or information request from the SEC as of the date of this Agreement as to any matters affecting Parent Safe that have not been adequately addressed. None of the Company’s Subsidiaries is, or at any time since December 31, 2018 has been, subject to the reporting requirements of Section 13(a) or Section 15(d) of the Exchange Act. (iib) The consolidated financial statements of Parent and its Subsidiaries Safe included or incorporated by reference into in the Parent Safe SEC Documents, including notes and related schedules, Documents complied as to form, as of their respective dates of filing with the SEC, in all material respects with all applicable accounting requirements and with the published rules and regulations of the SEC with respect theretothereto (except, in the case of unaudited statements, as permitted by Form 10-Q of the SEC), have been prepared in accordance with GAAP applied on a consistent basis during the periods involved (except as may be disclosed in the notes thereto) and fairly present, or, in the case of consolidated balance sheets included in or incorporated by reference into the Parent SEC Documents filed after the date of this Agreement, will fairly present, in each case in all material respects, the consolidated financial position of Parent and its consolidated Subsidiaries as of the respective dates thereof and each of the consolidated statements of operations, comprehensive income (loss), equity, and cash flows included in or incorporated by reference into the Parent SEC Documents (including any related notes and schedules) fairly presents, in each case in all material respects, the results of operations, retained earnings (loss), and changes in financial position for the periods set forth therein (subject, in the case of unaudited statements, to as permitted by Rule 10-01 of Regulation S-X under the absence Exchange Act) and fairly present in all material respects the consolidated financial position of notes Safe and to normal year-end audit adjustments)its consolidated Subsidiaries and the consolidated results of operations, changes in each case in accordance with GAAP (except, in the case stockholders’ equity and cash flows of such companies as of the unaudited statements, to the extent permitted by the SEC) consistently applied during dates and for the periods involved, except as may be noted therein or in the notes theretoshown. (iiic) Parent Safe has established and maintains “disclosure controls and procedures” a system of internal control over financial reporting (as defined in Rules 13a-15(e13a–15(f) and 15d-15(e15d–15(f) of the Exchange Act) that are effective sufficient to ensure provide reasonable assurances regarding the reliability of financial reporting. Safe (i) has designed and maintains disclosure controls and procedures (as defined in Rules 13a–15(e) and 15d–15(e) of the Exchange Act) to provide reasonable assurance that all information (both financial and non-financial) required to be disclosed by the Company Safe in the reports that it files or furnishes submits under the Exchange Act is recorded, processed, summarized and reported within the time periods specified in the SEC’s rules and forms of the SEC, and that all such information is accumulated and communicated to ParentSafe’s management as appropriate to allow timely decisions regarding required disclosure disclosure, and to make the certifications of the Chief Executive Officer and Chief Financial Officer of Parent required under the Exchange Act with respect to such reports. Parent’s management (ii) has completed an assessment of the effectiveness of Parent’s disclosure controls and procedures anddisclosed, to the extent required by applicable Law, presented in any applicable Parent 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. Parent maintains a system its most recent evaluation of internal control over financial reporting (as defined in Rule 13a-15(f) or 15d-15(f), as applicable, under the Exchange Act) that is effective in providing reasonable assurance regarding the reliability of Parent’s financial reporting and the preparation of financial statements for external purposes in accordance with GAAP. Parent has disclosed as of the date hereof, based on the most recent evaluation of its Chief Executive Officer and its Chief Financial Officer prior to the date of this Agreementreporting, to ParentStar, Safe’s outside auditors and the audit committee of the Board of Directors of Parent Safe (1A) any all significant deficiencies or and material weaknesses in the design or operation of its internal controls control over financial reporting that which are reasonably likely to materially adversely affect ParentSafe’s ability to record, process, summarize, summarize and report financial information and (2B) any fraud, whether or not material, that involves management or other employees of Parent or any Subsidiary who have a significant role in ParentSafe’s internal control over financial reporting. Since December 31, and each such deficiency2019, weakness and fraud so any material change in internal control over financial reporting required to be disclosed to auditors, if any, in any Safe SEC Document has been disclosed to the Company prior to the date of this Agreementso disclosed. (ivd) Since December 31, 2019, neither Safe nor any of its Subsidiaries has received any written complaint, allegation, assertion or claim, regarding the accounting or auditing practices, procedures, methodologies or methods of Safe or any of its Subsidiaries or their respective internal accounting controls relating to periods after December 31, 2019, including any such complaint, allegation, assertion or claim that Safe or any of its Subsidiaries has engaged in questionable accounting or auditing practices. (e) There are no liabilities or obligations of Parent Safe or any of its SubsidiariesSubsidiaries of any kind whatsoever, whether accrued, contingent, absolute, determined, determinable or otherwise, of the type that would be required to be disclosed in a consolidated balance sheet of the Company and its consolidated Subsidiaries (including the notes thereto) prepared in accordance with GAAP, other than: (Ai) liabilities for or obligations reflected or reserved against in ParentSafe’s most recent balance sheet or disclosed in the notes thereto contained in the Parent Safe SEC Documents filed with the SEC prior to the date of this Agreement; (Bii) liabilities or obligations incurred in the ordinary course of business consistent with past practice since the date of such balance sheet; (Ciii) liabilities or obligations arising out of this Agreement or the transactions contemplated hereby; or and (Div) liabilities or obligations that have not and would not reasonably be expected to have, individually or in the aggregate, a Safe Material Adverse Effect on ParentEffect. (vf) Neither Parent Safe nor any Subsidiary of Parent Safe is a party to, nor does it have or has any legally binding commitment to become a party to, any joint venture, off-balance sheet partnership or any similar contract or arrangement, including any contract relating to any transaction or relationship between Safe or any Subsidiary of Safe, on the one hand, and any unconsolidated Affiliate of Safe or any Subsidiary of Safe, including any structured finance, special purpose or limited purpose entity or Person, on the other hand, or any “off balance sheet arrangements” (as defined in Item 303(a) of Regulation S-K of the SEC), where the result, purpose or effect of such arrangement contract is to avoid disclosure of any material transaction involving, or material liabilities of, Parent Safe or any Subsidiary of Parent in Parent’s Safe or such Subsidiary’s audited any of their financial statements or other Company SEC Documentsstatements.

SEC Documents; Financial Statements; No Undisclosed Liabilities. (i) Parent has timely filed or furnished to the SEC all reports, schedules, statements and other documents required to be filed or furnished by it under the Securities Act or the Exchange Act since December 31, 20182016, 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 dates and after giving effect to any amendments or supplements theretodates, 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 in all material respects with the applicable requirements of the Securities Act and Act, the Exchange Act, as applicable, Act and the Xxxxxxxx-Xxxxx Act, and the rules and regulations of the SEC promulgated thereunder applicable to such Parent SEC Documents, each as in effect on and none of the date such Parent SEC Document was filed, and did not contain Documents when filed contained any untrue statement of a material fact or omit omitted to state a material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they were made, not misleading. To the knowledge of Parent, none of the Parent SEC Documents is as of the date of this Agreement the subject of ongoing SEC review. 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, nor has it received any inquiry or information request from the SEC as of the date of this Agreement as to any matters affecting Parent that have not been adequately addressed. None of the CompanyParent’s Subsidiaries is, or at any time since December 31, 2018 2016 has been, subject required to file any forms, reports or other documents with the reporting requirements of Section 13(a) or Section 15(d) of the Exchange ActSEC. (ii) The consolidated financial statements of Parent (including all related notes and its Subsidiaries schedules thereto) included or incorporated by reference into in the Parent SEC Documents, including notes and related schedules, Documents complied as to form, as of their respective dates of filing with the SEC, in all material respects with all applicable accounting requirements and with the published rules and regulations of the SEC with respect theretothereto (except, in the case of unaudited statements, as permitted by Form 10-Q of the SEC), have been prepared in accordance with GAAP applied on a consistent basis during the periods involved (except as may be disclosed in the notes thereto) and fairly present, or, in the case of consolidated balance sheets included in or incorporated unaudited statements, as permitted by reference into Rule 10-01 of Regulation S-X under the Parent SEC Documents filed after the date of this Agreement, will Exchange Act) and fairly present, in each case present in all material respects, respects the consolidated financial position of Parent and its consolidated Subsidiaries as of the respective dates thereof and each of the consolidated statements of operations, comprehensive income (loss), equity, and cash flows included in or incorporated by reference into the Parent SEC Documents (including any related notes and schedules) fairly presents, in each case in all material respects, the results of operations, retained earnings (loss), and changes in financial position stockholders’ equity and cash flows of such companies as of the dates and for the periods set forth therein (subject, in the case of unaudited statements, to the absence of notes and to normal year-end audit adjustments), in each case in accordance with GAAP (except, in the case of the unaudited statements, to the extent permitted by the SEC) consistently applied during the periods involved, except as may be noted therein or in the notes theretoshown. (iii) Parent has established and maintains “disclosure controls and procedures” a system of internal control over financial reporting (as defined in Rules 13a-15(e13a—15(f) and 15d-15(e15d—15(f) of the Exchange Act) that are effective sufficient to ensure provide reasonable assurances regarding the reliability of financial reporting. Parent (A) has designed and maintains disclosure controls and procedures (as defined in Rules 13a—15(e) and 15d—15(e) of the Exchange Act) to provide reasonable assurance that all information (both financial and non-financial) required to be disclosed by the Company Parent in the reports that it files or furnishes submits under the Exchange Act is recorded, processed, summarized and reported within the time periods specified in the SEC’s rules and forms of the SEC, and that all such information is accumulated and communicated to Parentthe Company’s management as appropriate to allow timely decisions regarding required disclosure and to make the certifications of the Chief Executive Officer and Chief Financial Officer of Parent required under the Exchange Act with respect to such reports. Parent’s management (B) has completed an assessment of the effectiveness of Parent’s disclosure controls and procedures anddisclosed, to the extent required by applicable Law, presented in any applicable Parent 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. Parent maintains a system its most recent evaluation of internal control over financial reporting (as defined in Rule 13a-15(f) or 15d-15(f)reporting, as applicableto the Company, under the Exchange Act) that is effective in providing reasonable assurance regarding the reliability of Parent’s financial reporting and the preparation of financial statements for external purposes in accordance with GAAP. Parent has disclosed as of the date hereof, based on the most recent evaluation of its Chief Executive Officer and its Chief Financial Officer prior to the date of this Agreement, to Parent’s outside auditors and the audit committee of the Board of Directors of Parent (1) any all significant deficiencies or and material weaknesses in the design or operation of its internal controls control over financial reporting that which are reasonably likely to materially adversely affect Parent’s ability to record, process, summarize, summarize and report financial information and (2) any fraud, whether or not material, that involves management or other employees of Parent or any Subsidiary who have a significant role in Parent’s internal control over financial reporting. Since December 31, and each such deficiency2016, weakness and fraud so any material change in internal control over financial reporting required to be disclosed to auditors, if any, in any Parent SEC Document has been disclosed to the Company prior to the date of this Agreementso disclosed. (iv) Since December 31, 2016, neither Parent nor any of its Subsidiaries nor, to the knowledge of Parent, any Representative of Parent or any of its Subsidiaries has received any material complaint, allegation, assertion or claim in writing regarding the accounting or auditing practices, procedures, methodologies or methods of Parent or any of its Subsidiaries or their respective internal accounting controls relating to periods after December 31, 2016, including any material complaint, allegation, assertion or claim that Parent or any of its Subsidiaries has engaged in questionable accounting or auditing practices. (v) There are no liabilities or obligations of Parent or any of its SubsidiariesSubsidiaries of any kind whatsoever, whether accrued, contingent, absolute, determined, determinable or otherwise, of the type that would be required to be disclosed in a consolidated balance sheet of the Company and its consolidated Subsidiaries (including the notes thereto) prepared in accordance with GAAP, other than: (A) liabilities for obligations reflected or reserved against in Parent’s most recent balance sheet or disclosed in the notes thereto contained in the Parent SEC Documents filed with the SEC prior to the date of this Agreement; (B) liabilities or obligations incurred in the ordinary course of business consistent with past practice since the date of such balance sheet; (C) liabilities or obligations arising out of this Agreement or the transactions contemplated hereby; or and (D) liabilities or obligations that have not and would not reasonably be expected to have, individually or in the aggregate, a Parent Material Adverse Effect on ParentEffect. (vvi) Neither Parent nor any Subsidiary of Parent is a party to, nor does it have or has any legally binding commitment to become a party to, any joint venture, off-balance sheet partnership or any similar contract or arrangement, including any contract relating to any transaction or relationship between Parent or any Subsidiary of Parent, on the one hand, and any unconsolidated Affiliate of Parent or any Subsidiary of Parent, including any structured finance, special purpose or limited purpose entity or Person, on the other hand, or any “off balance sheet arrangements” (as defined in Item 303(a) of Regulation S-K of the SEC), where the result, purpose or effect of such arrangement contract is to avoid disclosure of any material transaction involving, or material liabilities of, Parent or any Subsidiary of Parent in Parent’s or such Subsidiary’s audited any of their financial statements or other Company SEC Documentsstatements.

SEC Documents; Financial Statements; No Undisclosed Liabilities. (i) Parent Eagle has timely filed or furnished to the SEC all reports, schedules, statements and other documents required to be filed or furnished by it under the Securities Act or the Exchange Act since December 31, 20182014, 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 “Parent Eagle SEC Documents”). As of their respective dates and after giving effect to any amendments or supplements theretodates, the Parent Eagle 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 in all material respects with the applicable requirements of the Securities Act and Act, the Exchange Act, as applicable, Act and the Xxxxxxxx-Xxxxx Act, and the rules and regulations of the SEC promulgated thereunder applicable to such Parent Eagle SEC Documents, each as in effect on and none of the date such Parent Eagle SEC Document was filed, and did not contain Documents when filed contained any untrue statement of a material fact or omit omitted to state a material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they were made, not misleading. To the knowledge of ParentEagle, none of the Parent Eagle SEC Documents is as of the date of this Agreement the subject of ongoing SEC review. As review and as of the date hereof, Parent Eagle has not received any comments from the SEC with respect to any of the Parent Eagle SEC Documents which remain unresolved, nor has it received any inquiry or information request from the SEC as of the date of this Agreement as to any matters affecting Parent Eagle that have not been adequately addressed. None of the Company’s Subsidiaries is, or at any time since December 31, 2018 has been, subject to the reporting requirements of Section 13(a) or Section 15(d) of the Exchange Act. (ii) The consolidated financial statements of Parent and its Subsidiaries Eagle included or incorporated by reference into in the Parent Eagle SEC Documents, including notes and related schedules, Documents complied as to form, as of their respective dates of filing with the SEC, in all material respects with all applicable accounting requirements and with the published rules and regulations of the SEC with respect theretothereto (except, in the case of unaudited statements, as permitted by Form 10-Q of the SEC), have been prepared in accordance with GAAP applied on a consistent basis during the periods involved (except as may be disclosed in the notes thereto) and fairly present, or, in the case of consolidated balance sheets included in or incorporated by reference into the Parent SEC Documents filed after the date of this Agreement, will fairly present, in each case in all material respects, the consolidated financial position of Parent and its consolidated Subsidiaries as of the respective dates thereof and each of the consolidated statements of operations, comprehensive income (loss), equity, and cash flows included in or incorporated by reference into the Parent SEC Documents (including any related notes and schedules) fairly presents, in each case in all material respects, the results of operations, retained earnings (loss), and changes in financial position for the periods set forth therein (subject, in the case of unaudited statements, to as permitted by Rule 10-01 of Regulation S-X under the absence Exchange Act) and fairly present in all material respects the consolidated financial position of notes Eagle and to normal year-end audit adjustments)its consolidated Subsidiaries and the consolidated results of operations, changes in each case in accordance with GAAP (except, in the case stockholders’ equity and cash flows of such companies as of the unaudited statements, to the extent permitted by the SEC) consistently applied during dates and for the periods involved, except as may be noted therein or in the notes theretoshown. (iii) Parent maintains “disclosure controls Eagle has established and procedures” (as defined in Rules 13a-15(e) and 15d-15(e) of the Exchange Act) that are effective to ensure that all information (both financial and non-financial) required to be disclosed by the Company in the reports that it files or furnishes under the Exchange Act is recorded, processed, summarized and reported within the time periods specified in the rules and forms of the SEC, and that all such information is accumulated and communicated to Parent’s management as appropriate to allow timely decisions regarding required disclosure and to make the certifications of the Chief Executive Officer and Chief Financial Officer of Parent required under the Exchange Act with respect to such reports. Parent’s management has completed an assessment of the effectiveness of Parent’s disclosure controls and procedures and, to the extent required by applicable Law, presented in any applicable Parent 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. Parent maintains a system of internal control over financial reporting (as defined in Rule 13a-15(fRules 13a–15(f) or 15d-15(f), as applicable, under and 15d–15(f) of the Exchange Act) that is effective in providing sufficient to provide reasonable assurance assurances regarding the reliability of Parent’s financial reporting reporting. Eagle (A) has designed and the preparation of financial statements for external purposes maintains disclosure controls and procedures (as defined in accordance with GAAP. Parent has disclosed as Rules 13a–15(e) and 15d–15(e) of the date hereof, based on Exchange Act) to provide reasonable assurance that all information required to be disclosed by Eagle in the most recent evaluation of its Chief Executive Officer and its Chief Financial Officer prior to the date of this Agreement, to Parent’s auditors and the audit committee of the Board of Directors of Parent reports that it files (1) any all significant deficiencies or and material weaknesses in the design or operation of its internal controls control over financial reporting that which are reasonably likely to materially adversely affect ParentEagle’s ability to record, process, summarize, summarize and report financial information and (2) any fraud, whether or not material, that involves management or other employees of Parent or any Subsidiary who have a significant role in ParentEagle’s internal control over financial reporting. Since December 31, and each such deficiency2014, weakness and fraud so any material change in internal control over financial reporting required to be disclosed to auditors, if any, in any Eagle SEC Document has been disclosed to the Company prior to the date of this Agreementso disclosed. (iv) Since December 31, 2014, neither Eagle nor any of its Subsidiaries nor, to the knowledge of Eagle, any Representative of Eagle or any of its Subsidiaries has received or otherwise 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 Eagle or any of its Subsidiaries or their respective internal accounting controls relating to periods after December 31, 2014, including any material complaint, allegation, assertion or claim that Eagle or any of its Subsidiaries has engaged in questionable accounting or auditing practices. (v) There are no liabilities or obligations of Parent Eagle or any of its SubsidiariesSubsidiaries of any kind whatsoever, whether accrued, contingent, absolute, determined, determinable or otherwise, of the type that would be required to be disclosed in a consolidated balance sheet of the Company and its consolidated Subsidiaries (including the notes thereto) prepared in accordance with GAAP, other than: (A) liabilities for or obligations reflected or reserved against in ParentEagle’s most recent balance sheet or disclosed in the notes thereto contained in the Parent Eagle SEC Documents filed with the SEC prior to the date of this Agreement; (B) liabilities or obligations incurred in the ordinary course of business consistent with past practice practices since the date of such balance sheet; (C) liabilities or obligations arising out of this Agreement or the transactions contemplated hereby; or and (D) liabilities or obligations that have not and would not reasonably be expected to have, individually or in the aggregate, a an Eagle Material Adverse Effect on ParentEffect. (vvi) Neither Parent Eagle nor any Subsidiary of Parent Eagle is a party to, nor does it have or has any legally binding commitment to become a party to, any joint venture, off-balance sheet partnership or any similar contract or arrangement, including any contract relating to any transaction or relationship between Eagle or any Subsidiary of Eagle, on the one hand, and any unconsolidated Affiliate of Eagle or any Subsidiary of Eagle, including any structured finance, special purpose or limited purpose entity or Person, on the other hand, or any “off balance sheet arrangements” (as defined in Item 303(a) of Regulation S-K of the SEC), where the result, purpose or effect of such arrangement contract is to avoid disclosure of any material transaction involving, or material liabilities of, Parent Eagle or any Subsidiary of Parent in Parent’s Eagle or such Subsidiary’s audited any of their financial statements or other Company SEC Documentsstatements.

SEC Documents; Financial Statements; No Undisclosed Liabilities. (i) Parent The Company has timely filed or furnished to the SEC all reports, schedules, statements and other documents required to be filed or furnished by it under the Securities Act or the Exchange Act since December 31, 20182016, 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 “Parent Company SEC Documents”). As of their respective dates and after giving effect to any amendments or supplements theretodates, the Parent 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 in all material respects with the applicable requirements of the Securities Act and Act, the Exchange Act, as applicable, Act and the Xxxxxxxx-Xxxxx Act, and the rules and regulations of the SEC promulgated thereunder applicable to such Parent Company SEC Documents, each as in effect on and none of the date such Parent Company SEC Document was filed, and did not contain Documents when filed contained any untrue statement of a material fact or omit omitted to state a material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they were made, not misleading. To the knowledge of Parentthe Company, none of the Parent Company SEC Documents is as of the date of this Agreement the subject of ongoing SEC review. As of the date hereof, Parent the Company has not received any comments from the SEC with respect to any of the Parent Company SEC Documents which remain unresolved, nor has it received any inquiry or information request from the SEC as of the date of this Agreement as to any matters affecting Parent the Company that have not been adequately addressed. None of the Company’s Subsidiaries is, or at any time since December 31, 2018 2016 has been, subject required to file any forms, reports or other documents with the reporting requirements of Section 13(a) or Section 15(d) of the Exchange ActSEC. (ii) The consolidated financial statements of Parent and its Subsidiaries included or incorporated by reference into the Parent SEC Documents, Company (including all related notes and related schedules, schedules thereto) included in the Company SEC Documents complied as to form, as of their respective dates of filing with the SEC, in all material respects with all applicable accounting requirements and with the published rules and regulations of the SEC with respect theretothereto (except, in the case of unaudited statements, as permitted by Form 10-Q of the SEC), have been prepared in accordance with GAAP applied on a consistent basis during the periods involved (except as may be disclosed in the notes thereto) and fairly present, or, in the case of consolidated balance sheets included in or incorporated by reference into the Parent SEC Documents filed after the date of this Agreement, will fairly present, in each case in all material respects, the consolidated financial position of Parent and its consolidated Subsidiaries as of the respective dates thereof and each of the consolidated statements of operations, comprehensive income (loss), equity, and cash flows included in or incorporated by reference into the Parent SEC Documents (including any related notes and schedules) fairly presents, in each case in all material respects, the results of operations, retained earnings (loss), and changes in financial position for the periods set forth therein (subject, in the case of unaudited statements, to as permitted by Rule 10-01 of Regulation S-X under the absence of notes Exchange Act) and to normal year-end audit adjustments), fairly present in each case in accordance with GAAP (except, in all material respects the case consolidated financial position of the unaudited statementsCompany and its consolidated Subsidiaries and the consolidated results of operations, to changes in stockholders’ equity and cash flows of such companies as of the extent permitted by the SEC) consistently applied during dates and for the periods involved, except as may be noted therein or in the notes theretoshown. (iii) Parent The Company has established and maintains “disclosure controls and procedures” a system of internal control over financial reporting (as defined in Rules 13a-15(e13a—15(f) and 15d-15(e15d—15(f) of the Exchange Act) that are effective sufficient to ensure provide reasonable assurances regarding the reliability of financial reporting. The Company (A) has designed and maintains disclosure controls and procedures (as defined in Rules 13a—15(e) and 15d—15(e) of the Exchange Act) to provide reasonable assurance that all information (both financial and non-financial) required to be disclosed by the Company in the reports that it files or furnishes submits under the Exchange Act is recorded, processed, summarized and reported within the time periods specified in the SEC’s rules and forms of the SEC, and that all such information is accumulated and communicated to Parentthe Company’s management as appropriate to allow timely decisions regarding required disclosure disclosure, and to make the certifications of the Chief Executive Officer and Chief Financial Officer of Parent required under the Exchange Act with respect to such reports. Parent’s management (B) has completed an assessment of the effectiveness of Parent’s disclosure controls and procedures anddisclosed, to the extent required by applicable Law, presented in any applicable Parent 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. Parent maintains a system its most recent evaluation of internal control over financial reporting (as defined in Rule 13a-15(f) or 15d-15(f), as applicable, under the Exchange Act) that is effective in providing reasonable assurance regarding the reliability of Parent’s financial reporting and the preparation of financial statements for external purposes in accordance with GAAP. Parent has disclosed as of the date hereof, based on the most recent evaluation of its Chief Executive Officer and its Chief Financial Officer prior to the date of this Agreementreporting, to Parent, the Company’s outside auditors and the audit committee of the Board of Directors of Parent the Company (1) any all significant deficiencies or and material weaknesses in the design or operation of its internal controls control over financial reporting that which are reasonably likely to materially adversely affect Parentthe Company’s ability to record, process, summarize, summarize and report financial information and (2) any fraud, whether or not material, that involves management or other employees of Parent or any Subsidiary who have a significant role in Parentthe Company’s internal control over financial reporting. Since December 31, and each such deficiency2016, weakness and fraud so any material change in internal control over financial reporting required to be disclosed to auditors, if any, in any Company SEC Document has been disclosed to the Company prior to the date of this Agreementso disclosed. (iv) Since December 31, 2016, neither the Company nor any of its Subsidiaries nor, to the knowledge of the Company, any Representative of the Company or any of its Subsidiaries has received any material complaint, allegation, assertion or claim in writing regarding the accounting or auditing practices, procedures, methodologies or methods of the Company or any of its Subsidiaries or their respective internal accounting controls relating to periods after December 31, 2016, including any material complaint, allegation, assertion or claim that the Company or any of its Subsidiaries has engaged in questionable accounting or auditing practices. (v) There are no liabilities or obligations of Parent the Company or any of its SubsidiariesSubsidiaries of any kind whatsoever, whether accrued, contingent, absolute, determined, determinable or otherwise, of the type that would be required to be disclosed in a consolidated balance sheet of the Company and its consolidated Subsidiaries (including the notes thereto) prepared in accordance with GAAP, other than: (A) liabilities for obligations reflected or reserved against in Parentthe Company’s most recent balance sheet or disclosed in the notes thereto contained in the Parent Company SEC Documents filed with the SEC prior to the date of this Agreement; (B) liabilities or obligations incurred in the ordinary course of business consistent with past practice since the date of such balance sheet; (C) liabilities or obligations arising out of this Agreement or the transactions contemplated hereby; or and (D) liabilities or obligations that have not and would not reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effect on ParentEffect. (vvi) Neither Parent the Company nor any Subsidiary of Parent the Company is a party to, nor does it have or has any legally binding commitment to become a party to, any joint venture, off-balance sheet partnership or any similar contract or arrangement, including any contract relating to any transaction or relationship between the Company or any Subsidiary of the Company, on the one hand, and any unconsolidated Affiliate of the Company or any Subsidiary of the Company, including any structured finance, special purpose or limited purpose entity or Person, on the other hand, or any “off balance sheet arrangements” (as defined in Item 303(a) of Regulation S-K of the SEC), where the result, purpose or effect of such arrangement contract is to avoid disclosure of any material transaction involving, or material liabilities of, Parent the Company or any Subsidiary of Parent in Parent’s the Company or such Subsidiary’s audited any of their financial statements or other Company SEC Documentsstatements.

SEC Documents; Financial Statements; No Undisclosed Liabilities. (i) Parent has timely filed or furnished to the SEC all required reports, schedules, statements forms and other documents required to be filed or furnished by it under with the Securities Act or the Exchange Act since December 31, 2018, together with all certifications required pursuant to the Xxxxxxxx-Xxxxx Act (such documents, as supplemented or amended SEC upon and since the time effectiveness of filingParent's Registration Statement on Form S-1 for the initial public offering of Parent Common Stock on February 12, and together with all information incorporated by reference therein and schedules and exhibits thereto, 1996 (the “"Parent SEC Documents”"). As of their respective dates and after giving effect to any amendments or supplements theretodates, the Parent SEC Documents at the time filed complied in all material respects with the applicable requirements of the Securities Act and of 1933, as amended (the "Securities Act"), or the Exchange Act, as applicable, and the Xxxxxxxx-Xxxxx Actcase may be, and the rules and regulations of the SEC promulgated thereunder applicable to such Parent SEC Documents, each as in effect on and none of the date such Parent SEC Document was filed, and did not contain Documents contained any untrue statement of a material fact or omit omitted to state a material fact required to be stated state therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading. To the knowledge The financial statements of Parent, none of Parent included in the Parent SEC Documents is as of the date of this Agreement the subject of ongoing SEC review. 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, nor has it received any inquiry or information request from the SEC as of the date of this Agreement comply as to any matters affecting Parent that have not been adequately addressed. None of the Company’s Subsidiaries is, or at any time since December 31, 2018 has been, subject to the reporting requirements of Section 13(a) or Section 15(d) of the Exchange Act. (ii) The consolidated financial statements of Parent and its Subsidiaries included or incorporated by reference into the Parent SEC Documents, including notes and related schedules, complied as to form, as of their respective dates of filing with the SEC, form in all material respects with all applicable accounting requirements and with the published rules and regulations of the SEC with respect thereto, have been prepared in accordance with GAAP 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 disclosed in the notes thereto) and fairly present, or, in the case of consolidated balance sheets included in or incorporated by reference into the Parent SEC Documents filed after the date of this Agreement, will fairly present, in each case in all material respects, present the consolidated financial position of Parent and its consolidated Subsidiaries subsidiaries as of the respective dates thereof and each of the consolidated statements results of operations, comprehensive income (loss), equity, their operations and cash flows included in or incorporated by reference into the Parent SEC Documents (including any related notes and schedules) fairly presents, in each case in all material respects, the results of operations, retained earnings (loss), and changes in financial position for the periods set forth therein then ended (subject, in the case of unaudited statements, to the absence of notes normal and to normal recurring year-end audit adjustmentsadjustments not material in scope or amount). Except as set forth in the Parent Filed SEC Documents (defined in Section 3.2(f)), in each case in accordance with GAAP (except, in the case of the unaudited statements, to the extent permitted by the SEC) consistently applied during the periods involved, except as may be noted therein or in the notes thereto. (iii) neither Parent maintains “disclosure controls and procedures” (as defined in Rules 13a-15(e) and 15d-15(e) of the Exchange Act) that are effective to ensure that all information (both financial and non-financial) required to be disclosed by the Company in the reports that it files or furnishes under the Exchange Act is recorded, processed, summarized and reported within the time periods specified in the rules and forms of the SEC, and that all such information is accumulated and communicated to Parent’s management as appropriate to allow timely decisions regarding required disclosure and to make the certifications of the Chief Executive Officer and Chief Financial Officer of Parent required under the Exchange Act with respect to such reports. Parent’s management has completed an assessment of the effectiveness of Parent’s disclosure controls and procedures and, to the extent required by applicable Law, presented in nor any applicable Parent 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. Parent maintains a system of internal control over financial reporting (as defined in Rule 13a-15(f) or 15d-15(f), as applicable, under the Exchange Act) that is effective in providing reasonable assurance regarding the reliability of Parent’s financial reporting and the preparation of financial statements for external purposes in accordance with GAAP. Parent has disclosed as of the date hereof, based on the most recent evaluation of its Chief Executive Officer and its Chief Financial Officer prior to the date of this Agreement, to Parent’s auditors and the audit committee of the Board of Directors of Parent (1) subsidiaries has any significant deficiencies or material weaknesses in the design or operation of its internal controls over financial reporting that are reasonably likely to materially affect Parent’s ability to record, process, summarize, and report financial information and (2) any fraud, whether or not material, that involves management or other employees of Parent or any Subsidiary who have a significant role in Parent’s internal control over financial reporting, and each such deficiency, weakness and fraud so disclosed to auditors, if any, has been disclosed to the Company prior to the date of this Agreement. (iv) There are no liabilities or obligations of Parent or any of its Subsidiaries, whether accrued, contingent, absolute, determined, determinable or otherwise, of the type that would be required by generally accepted accounting principles to be recognized or disclosed in on a consolidated balance sheet of the Company Parent and its consolidated Subsidiaries (including the notes thereto) prepared in accordance with GAAP, other than: (A) liabilities for obligations reflected subsidiaries or reserved against in Parent’s most recent balance sheet or disclosed in the notes thereto contained in the Parent SEC Documents filed with the SEC prior to the date of this Agreement; (B) liabilities or obligations incurred in the ordinary course of business consistent with past practice since the date of such balance sheet; (C) liabilities or obligations arising out of this Agreement or the transactions contemplated hereby; or (D) liabilities or obligations that would not reasonably be expected to haveand which, individually or in the aggregate, could reasonably be expected to have a Material Adverse Effect material adverse effect on ParentParent and its subsidiaries taken as a whole. (v) Neither Parent nor any Subsidiary of Parent is a party to, nor does it have any legally binding commitment to become a party to, any “off balance sheet arrangements” (as defined in Item 303(a) of Regulation S-K of the SEC), where the result, purpose or effect of such arrangement is to avoid disclosure of any material transaction involving, or material liabilities of, Parent or any Subsidiary of Parent in Parent’s or such Subsidiary’s audited financial statements or other Company SEC Documents.

SEC Documents; Financial Statements; No Undisclosed Liabilities. (i) Parent has timely filed with or furnished to the SEC all reports, schedules, statements and other documents required to be filed or furnished by it under the Securities Act or the Exchange Act since December 31, 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 dates and after giving effect to any amendments or supplements theretodates, the Parent SEC Documents at the time filed complied (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 the Proxy Statement/Prospectus, that the representations and warranties set forth in Section 3.1(e) are true and correct) will comply, in all material respects with the applicable requirements of the Securities Act and Act, the Exchange Act, as applicable, Act and the Xxxxxxxx-Xxxxx Act, and the rules and regulations of the SEC promulgated thereunder applicable to such Parent SEC Documents, each as in effect on and 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 Parent SEC Document was filed, and did not contain filing) contained any untrue statement of a material fact or omit omitted to state a material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they were made, not misleading. To the knowledge of Parent, none of the Parent SEC Documents is as of the date of this Agreement the subject of ongoing SEC review. As 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, nor has it received any inquiry or information request from the SEC as of the date of this Agreement as to any matters affecting Parent that have not been adequately addressed. None Parent is in compliance in all material respects with the applicable provisions of the Company’s Subsidiaries isXxxxxxxx-Xxxxx Act, or at any time since December 31the Xxxx-Xxxxx Xxxx Street Reform and Consumer Protection Act, 2018 has beenas amended, subject to and the reporting requirements of Section 13(a) or Section 15(d) applicable listing and corporate governance rules and regulations of the Exchange ActNYSE. (ii) The audited consolidated and unaudited consolidated financial statements of Parent and its Subsidiaries included or incorporated by reference into in the Parent SEC Documents, including notes and related schedules, Documents complied as to form, as of their respective dates of filing with the SECSEC (or, if amended or superseded by a filing prior to the date of this Agreement, as of the date of such filing), in all material respects with all applicable accounting requirements and with the published rules and regulations of the SEC with respect theretothereto (except, in the case of unaudited statements, as permitted by Form 10-Q of the SEC), have been prepared in accordance with GAAP applied on a consistent basis during the periods involved (except as may be disclosed in the notes thereto) and fairly present, or, in the case of consolidated balance sheets included in or incorporated unaudited statements, as permitted by reference into Rule 10-01 of Regulation S-X under the Parent SEC Documents filed after the date of this Agreement, will Exchange Act) and fairly present, in each case present in all material respects, respects the consolidated financial position of Parent and its consolidated Subsidiaries as of the respective dates thereof and each of the consolidated statements of operations, comprehensive income (loss), equity, and cash flows included in or incorporated by reference into the Parent SEC Documents (including any related notes and schedules) fairly presents, in each case in all material respects, the results of operations, retained earnings (loss), and changes in financial position stockholders’ equity and cash flows of such companies as of the dates and for the periods set forth therein shown (subject, in the case of unaudited statementseach case, to the absence of notes normal and to normal recurring year-end audit adjustments), in each case in accordance with GAAP (except, adjustments in the case of the any unaudited interim financial statements, to the extent permitted by the SEC) consistently applied during the periods involved, except as may be noted therein or in the notes thereto). (iii) Parent has established and maintains “disclosure controls and procedures” a system of internal control over financial reporting (as defined in Rules 13a-15(e) 13a-15 and 15d-15(e) 15d-15 of the Exchange Act) that are effective is designed to ensure provide reasonable assurance regarding the reliability of financial reporting. Parent (A) has designed and maintains disclosure controls and procedures (as defined in Rules 13a-15 and 15d-15 of the Exchange Act) to provide reasonable assurance that all information (both financial and non-financial) required to be disclosed by the Company Parent in the reports that it files or furnishes submits under the Exchange Act is recorded, processed, summarized and reported within the time periods specified in the SEC’s rules and forms of the SEC, and that all such information is accumulated and communicated to Parent’s Parent management as appropriate to allow timely decisions regarding required disclosure and to make the certifications of the Chief Executive Officer and Chief Financial Officer of Parent required under the Exchange Act with respect to such reports. Parent’s management (B) has completed an assessment of the effectiveness of Parent’s disclosure controls and procedures anddisclosed, to the extent required by applicable Law, presented in any applicable Parent 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. Parent maintains a system its most recent evaluation of internal control over financial reporting (as defined in Rule 13a-15(f) or 15d-15(f)reporting, as applicableto the Company, under the Exchange Act) that is effective in providing reasonable assurance regarding the reliability of Parent’s financial reporting and the preparation of financial statements for external purposes in accordance with GAAP. Parent has disclosed as of the date hereof, based on the most recent evaluation of its Chief Executive Officer and its Chief Financial Officer prior to the date of this Agreement, to Parent’s outside auditors and the audit committee of the Board of Directors of Parent Parent (1) any all significant deficiencies or and material weaknesses in the design or operation of its internal controls control over financial reporting that which are reasonably likely to materially adversely affect Parent’s ability to record, process, summarize, summarize and report financial information and (2) any fraud, whether or not material, that involves management or other employees of Parent or any Subsidiary who have a significant role in Parent’s Parent internal control over financial reporting. Since December 31, and each such deficiency2018, weakness and fraud so any material change in internal control over financial reporting required to be disclosed to auditors, if any, in any Parent SEC Document has been disclosed to the Company prior so disclosed. Since December 31, 2018 to the date of this Agreement, each of the principal executive officer and principal financial officer of Parent (or each former principal executive officer and principal financial officer of Parent, as applicable) has made all certifications required by Rules 13a-14 and 15d-14 under the Exchange Act and Sections 302 and 906 of the Xxxxxxxx-Xxxxx Act and any related rules and regulations promulgated by the SEC and NYSE and neither Parent nor any of its executive officers has received written notice from any Governmental Entity challenging or questioning the accuracy, completeness, form or manner of filing of such certifications. (iv) Since December 31, 2018 to the date of this Agreement, neither Parent nor any of its Subsidiaries nor, to the knowledge of Parent, any Representative of Parent or any of its Subsidiaries has received any written (or to the knowledge of the Parent, oral) complaint, allegation, assertion or claim regarding the accounting or auditing practices, procedures, methodologies or methods of Parent or any of its Subsidiaries or their respective internal accounting controls relating to periods after December 31, 2018, including any complaint, allegation, assertion or claim that Parent or any of its Subsidiaries has engaged in questionable accounting or auditing practices. (v) There are no liabilities or obligations of Parent or any of its SubsidiariesSubsidiaries of any kind whatsoever, whether accrued, contingent, absolute, determined, determinable or otherwise, of the type that would be required to be disclosed in a consolidated balance sheet of the Company and its consolidated Subsidiaries (including the notes thereto) prepared in accordance with GAAP, other than: : (A) liabilities for or obligations reflected or reserved against in Parent’s most recent balance sheet or disclosed in the notes thereto contained in the Parent SEC Documents filed with the SEC prior to the date of this Agreement; (B) liabilities or obligations incurred in the ordinary course of business consistent with past practice since the date of such balance sheet; (C) liabilities or obligations arising out of this Agreement or the transactions contemplated hereby; or and (D) liabilities or obligations that have not had and would not reasonably be expected to have, individually or in the aggregate, a Parent Material Adverse Effect on ParentEffect. (vvi) Neither Parent nor any Subsidiary of Parent is a party to, nor does it have or has any legally binding commitment to become a party to, any “joint venture, off-balance sheet partnership or any similar contract or arrangement, including any contract relating to any transaction or relationship between Parent or any Subsidiary of Parent, on the one hand, and any unconsolidated Affiliate of Parent or any Subsidiary of Parent, including any structured finance, special purpose or limited purpose entity or Person, on the other hand, or any off balance sheet arrangements” (as defined in Item 303(a) of Regulation S-K of the SEC), where the result, purpose or effect of such arrangement contract is to avoid public disclosure of any material transaction involving, or material liabilities of, Parent or any Subsidiary of Parent in Parent’s or such Subsidiary’s audited any of their financial statements or other Company SEC Documentsstatements.

SEC Documents; Financial Statements; No Undisclosed Liabilities. (i) Parent has timely filed with or furnished to the SEC all reports, schedules, statements and other documents required to be filed or furnished by it under the Securities Act or the Exchange Act since December 31, 2018, together with all certifications required pursuant to the XxxxxxxxSxxxxxxx-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 dates and after giving effect to any amendments or supplements theretodates, the Parent SEC Documents at the time filed complied (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 the Proxy Statement/Prospectus, that the representations and warranties set forth in Section 3.1(e) are true and correct) will comply, in all material respects with the applicable requirements of the Securities Act, the Exchange Act and the Exchange Act, as applicable, and the XxxxxxxxSxxxxxxx-Xxxxx Act, and the rules and regulations of the SEC promulgated thereunder applicable to such Parent SEC Documents, each as in effect on and 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 Parent SEC Document was filed, and did not contain filing) contained any untrue statement of a material fact or omit omitted to state a material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they were made, not misleading. To the knowledge of Parent, none of the Parent SEC Documents is as of the date of this Agreement the subject of ongoing SEC review. As 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, nor has it received any inquiry or information request from the SEC as of the date of this Agreement as to any matters affecting Parent that have not been adequately addressed. None Parent is in compliance in all material respects with the applicable provisions of the Company’s Subsidiaries isSxxxxxxx-Xxxxx Act, or at any time since December 31the Dxxx-Fxxxx Xxxx Street Reform and Consumer Protection Act, 2018 has beenas amended, subject to and the reporting requirements of Section 13(a) or Section 15(d) applicable listing and corporate governance rules and regulations of the Exchange ActNYSE. (ii) The audited consolidated and unaudited consolidated financial statements of Parent and its Subsidiaries included or incorporated by reference into in the Parent SEC Documents, including notes and related schedules, Documents complied as to form, as of their respective dates of filing with the SECSEC (or, if amended or superseded by a filing prior to the date of this Agreement, as of the date of such filing), in all material respects with all applicable accounting requirements and with the published rules and regulations of the SEC with respect theretothereto (except, in the case of unaudited statements, as permitted by Form 10-Q of the SEC), have been prepared in accordance with GAAP applied on a consistent basis during the periods involved (except as may be disclosed in the notes thereto) and fairly present, or, in the case of consolidated balance sheets included in or incorporated unaudited statements, as permitted by reference into Rule 10-01 of Regulation S-X under the Parent SEC Documents filed after the date of this Agreement, will Exchange Act) and fairly present, in each case present in all material respects, respects the consolidated financial position of Parent and its consolidated Subsidiaries as of the respective dates thereof and each of the consolidated statements of operations, comprehensive income (loss), equity, and cash flows included in or incorporated by reference into the Parent SEC Documents (including any related notes and schedules) fairly presents, in each case in all material respects, the results of operations, retained earnings (loss), and changes in financial position stockholders’ equity and cash flows of such companies as of the dates and for the periods set forth therein shown (subject, in the case of unaudited statementseach case, to the absence of notes normal and to normal recurring year-end audit adjustments), in each case in accordance with GAAP (except, adjustments in the case of the any unaudited interim financial statements, to the extent permitted by the SEC) consistently applied during the periods involved, except as may be noted therein or in the notes thereto). (iii) Parent has established and maintains “disclosure controls and procedures” a system of internal control over financial reporting (as defined in Rules 13a-15(e) 13a–15 and 15d-15(e) 15d–15 of the Exchange Act) that are effective is designed to ensure provide reasonable assurance regarding the reliability of financial reporting. Parent (A) has designed and maintains disclosure controls and procedures (as defined in Rules 13a–15 and 15d–15 of the Exchange Act) to provide reasonable assurance that all information (both financial and non-financial) required to be disclosed by the Company Parent in the reports that it files or furnishes submits under the Exchange Act is recorded, processed, summarized and reported within the time periods specified in the SEC’s rules and forms of the SEC, and that all such information is accumulated and communicated to Parent’s Parent management as appropriate to allow timely decisions regarding required disclosure and to make the certifications of the Chief Executive Officer and Chief Financial Officer of Parent required under the Exchange Act with respect to such reports. Parent’s management (B) has completed an assessment of the effectiveness of Parent’s disclosure controls and procedures anddisclosed, to the extent required by applicable Law, presented in any applicable Parent 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. Parent maintains a system its most recent evaluation of internal control over financial reporting (as defined in Rule 13a-15(f) or 15d-15(f)reporting, as applicableto the Company, under the Exchange Act) that is effective in providing reasonable assurance regarding the reliability of Parent’s financial reporting and the preparation of financial statements for external purposes in accordance with GAAP. Parent has disclosed as of the date hereof, based on the most recent evaluation of its Chief Executive Officer and its Chief Financial Officer prior to the date of this Agreement, to Parent’s outside auditors and the audit committee of the Board of Directors of Parent (1) any all significant deficiencies or and material weaknesses in the design or operation of its internal controls control over financial reporting that which are reasonably likely to materially adversely affect Parent’s ability to record, process, summarize, summarize and report financial information and (2) any fraud, whether or not material, that involves management or other employees of Parent or any Subsidiary who have a significant role in Parent’s Parent internal control over financial reporting. Since December 31, and each such deficiency2018, weakness and fraud so any material change in internal control over financial reporting required to be disclosed to auditors, if any, in any Parent SEC Document has been disclosed to the Company prior so disclosed. Since December 31, 2018 to the date of this Agreement, each of the principal executive officer and principal financial officer of Parent (or each former principal executive officer and principal financial officer of Parent, as applicable) has made all certifications required by Rules 13a-14 and 15d-14 under the Exchange Act and Sections 302 and 906 of the Sxxxxxxx-Xxxxx Act and any related rules and regulations promulgated by the SEC and NYSE and neither Parent nor any of its executive officers has received written notice from any Governmental Entity challenging or questioning the accuracy, completeness, form or manner of filing of such certifications. (iv) Since December 31, 2018 to the date of this Agreement, neither Parent nor any of its Subsidiaries nor, to the knowledge of Parent, any Representative of Parent or any of its Subsidiaries has received any written (or to the knowledge of the Parent, oral) complaint, allegation, assertion or claim regarding the accounting or auditing practices, procedures, methodologies or methods of Parent or any of its Subsidiaries or their respective internal accounting controls relating to periods after December 31, 2018, including any complaint, allegation, assertion or claim that Parent or any of its Subsidiaries has engaged in questionable accounting or auditing practices. (v) There are no liabilities or obligations of Parent or any of its SubsidiariesSubsidiaries of any kind whatsoever, whether accrued, contingent, absolute, determined, determinable or otherwise, of the type that would be required to be disclosed in a consolidated balance sheet of the Company and its consolidated Subsidiaries (including the notes thereto) prepared in accordance with GAAP, other than: (A) liabilities for or obligations reflected or reserved against in Parent’s most recent balance sheet or disclosed in the notes thereto contained in the Parent SEC Documents filed with the SEC prior to the date of this Agreement; (B) liabilities or obligations incurred in the ordinary course of business consistent with past practice since the date of such balance sheet; (C) liabilities or obligations arising out of this Agreement or the transactions contemplated hereby; or and (D) liabilities or obligations that have not had and would not reasonably be expected to have, individually or in the aggregate, a Parent Material Adverse Effect on ParentEffect. (vvi) Neither Parent nor any Subsidiary of Parent is a party to, nor does it have or has any legally binding commitment to become a party to, any “joint venture, off-balance sheet partnership or any similar contract or arrangement, including any contract relating to any transaction or relationship between Parent or any Subsidiary of Parent, on the one hand, and any unconsolidated Affiliate of Parent or any Subsidiary of Parent, including any structured finance, special purpose or limited purpose entity or Person, on the other hand, or any off balance sheet arrangements” (as defined in Item 303(a) of Regulation S-K of the SEC), where the result, purpose or effect of such arrangement contract is to avoid public disclosure of any material transaction involving, or material liabilities of, Parent or any Subsidiary of Parent in Parent’s or such Subsidiary’s audited any of their financial statements or other Company SEC Documentsstatements.