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

SEC Documents; Financial Statements; No Undisclosed Liabilities. Parent has filed all required reports, forms and other documents with the SEC upon and since the effectiveness of Parent's Registration Statement on Form S-1 for the initial public offering of Parent Common Stock on February 12, 1996 (the "Parent SEC Documents"). As of their respective dates, the Parent SEC Documents complied in all material respects with the requirements of the Securities Act of 1933, as amended (the "Securities Act"), or the Exchange Act, as the case may be, and the rules and regulations of the SEC promulgated thereunder applicable to such Parent SEC Documents, and none of the Parent SEC Documents contained any untrue statement of a material fact or omitted to state a material fact required to be state therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading. The financial statements of Parent included in the Parent SEC Documents comply as to form in all material respects with applicable accounting requirements and the published rules and regulations of the SEC with respect thereto, have been prepared in accordance with generally accepted accounting principles (except, in the case of unaudited statements, as permitted by Form 10-Q of the SEC) applied on a consistent basis during the periods involved and fairly present the consolidated financial position of Parent and its consolidated subsidiaries as of the dates thereof and the consolidated results of their operations and cash flows for the periods then ended (subject, in the case of unaudited statements, to normal and recurring year-end audit adjustments not material in scope or amount). Except as set forth in the Parent Filed SEC Documents (defined in Section 3.2(f)), neither Parent nor any of its subsidiaries has any material liabilities or obligations required by generally accepted accounting principles to be recognized or disclosed on a consolidated balance sheet of Parent and its consolidated subsidiaries or in the notes thereto and which, individually or in the aggregate, could reasonably be expected to have a material adverse effect on Parent and its subsidiaries taken as a whole.

SEC Documents; Financial Statements; No Undisclosed Liabilities. Parent Since January 1, 2023, the Company has timely filed (giving effect to permissible extensions in accordance with Rule 12b-25 under the Exchange Act) all the SEC Documents required reports, forms and other documents to be filed by it with the SEC upon and since pursuant to the effectiveness Securities Exchange Act of Parent's Registration Statement on Form S-1 for the initial public offering of Parent Common Stock on February 121934, 1996 as amended (the "Parent SEC Documents"“Exchange Act”). As of their respective datesfiling dates (or, if amended prior to the date hereof, the Parent date of the filing of such amendment, with respect to the disclosures that are amended), the SEC Documents complied in all material respects with the requirements of the Securities Exchange Act of 1933, as amended (the "Securities Act"), or the Exchange Act, as the case may be, and the rules and regulations of the SEC promulgated thereunder thereunder) applicable to such Parent the SEC Documents. As of their respective filing dates, and none of the Parent SEC Documents contained any untrue statement of a material fact or omitted to state a material fact required to be state therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading. The financial statements of Parent the Company included in the Parent SEC Documents comply complied as to form in all material respects with applicable accounting requirements and the published rules and regulations of the SEC with respect thereto, thereto as in effect as of the time of filing. Such financial statements have been prepared in accordance with United States generally accepted accounting principles principles, consistently applied, during the periods involved (except“GAAP”) (except (i) as may be otherwise indicated in such financial statements or the notes thereto, (ii) in the case of unaudited interim statements, to the extent they may exclude footnotes or may be condensed or summary statements or (iii) as otherwise permitted by Form 10Regulation S-Q X and the other rules and regulations of the SEC) applied on a consistent basis during the periods involved and fairly present in all material respects the consolidated financial position of Parent the Company and its consolidated subsidiaries Subsidiaries as of the dates thereof and the consolidated results of their its operations and cash flows for the periods then ended (subject, in the case of unaudited statements, to normal and recurring year-end audit adjustments not material in scope or amountadjustments). Except as set forth in the Parent Filed SEC Documents (defined in Section 3.2(f)), neither Parent nor any of its subsidiaries has any material liabilities or obligations required by generally accepted accounting principles to be recognized or disclosed on a consolidated balance sheet of Parent and its consolidated subsidiaries or in the notes thereto and which, individually or in the aggregate, could reasonably be expected to have a material adverse effect on Parent and its subsidiaries taken as a whole.

SEC Documents; Financial Statements; No Undisclosed Liabilities. Parent During the two (2) years prior to the date hereof, the Company has timely filed all the SEC Documents required reports, forms and other documents to be filed by it with the SEC upon and since pursuant to the effectiveness of Parent's Registration Statement on Form S-1 for the initial public offering of Parent Common Stock on February 12, 1996 (the "Parent SEC Documents")1934 Act. As of their respective filing dates, the Parent SEC Documents complied in all material respects with the requirements of the Securities 1934 Act and the Xxxxxxxx-Xxxxx Act of 19332002, as amended (the "Securities Act")and in both cases, or the Exchange Act, as the case may be, and the rules and regulations of the SEC promulgated thereunder thereunder), in each case, applicable to such Parent the SEC Documents, and none of the Parent SEC Documents Documents, at the time they were filed with the SEC (or, if amended prior to the date hereof, the date of the filing of such amendment, with respect to the disclosures that are amended), contained any untrue statement of a material fact or omitted to state a material fact required to be state stated therein or necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading. The As of their respective filing dates, the financial statements of Parent the Company included in the Parent SEC Documents comply complied as to form in all material respects with applicable accounting requirements and the published rules and regulations of the SEC with respect thereto, thereto as in effect as of the time of filing. Such financial statements have been prepared in accordance with United States generally accepted accounting principles principles, consistently applied, during the periods involved (except“GAAP”) (except (i) as may be otherwise indicated in such financial statements or the notes thereto, (ii) in the case of unaudited interim statements, to the extent they may exclude footnotes or may be condensed or summary statements or (iii) as otherwise permitted by Form 10Regulation S-Q X and the other rules and regulations of the SEC) applied on a consistent basis during the periods involved and fairly present in all material respects the consolidated financial position of Parent the Company and its consolidated subsidiaries Subsidiaries as of the dates thereof and the consolidated results of their its operations and cash flows for the periods then ended (subject, in the case of unaudited statements, to normal and recurring year-end audit adjustments not material in scope or amountadjustments). Except (i) liabilities related to the Current Proceedings and (ii) as set forth in the Parent Filed SEC Documents (defined in Section 3.2(f)), neither Parent nor any of its subsidiaries has any material liabilities or obligations required by generally accepted accounting principles to be recognized or disclosed on a consolidated balance sheet of Parent and its consolidated subsidiaries or in the notes thereto and whichwould not, individually or in the aggregate, could reasonably be expected to have a material adverse Material Adverse Effect, neither the Company nor any of its Subsidiaries has any liabilities of any nature (whether accrued, absolute, contingent or otherwise) that would be required under GAAP, as in effect on Parent the date hereof, to be reflected on a consolidated balance sheet of the Company (including the notes thereto) except liabilities (i) reflected or reserved against in the balance sheet (or the notes thereto) of the Company and its subsidiaries taken Subsidiaries as a wholeof December 31, 2017 (the “Balance Sheet Date”) included in the SEC Documents, (ii) incurred after the Balance Sheet Date in the ordinary course of business, (iii) as expressly contemplated by the Transaction Documents or otherwise incurred in connection with the transactions contemplated hereby and thereby, (iv) that have been discharged or paid prior to the date of this Agreement, or (v) that have been incurred in the ordinary course, consistent in nature with the Company’s past practice prior to the date hereof.

SEC Documents; Financial Statements; No Undisclosed Liabilities. Parent PSS has filed all required reports, forms and other documents with the SEC upon and since the effectiveness filing of ParentPSS's Registration Statement on Form S-1 for the initial public offering of Parent Common Stock on February 12December 21, 1996 1995 (the "Parent PSS SEC Documents"). As of their respective dates, the Parent PSS SEC Documents complied in all material respects with the requirements of the Securities Act of 1933, as amended 1933 (the "Securities Act"), or the Exchange Act, as the case may be, and the rules and regulations of the SEC promulgated thereunder applicable to such Parent PSS SEC Documents, and none of the Parent PSS SEC Documents contained any untrue statement of a material fact or omitted to state a material fact required to be state therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading. The consolidated financial statements of Parent PSS included in the Parent PSS SEC Documents comply as to form in all material respects with applicable accounting requirements and the published rules and regulations of the SEC with respect thereto, have been prepared in accordance with generally accepted accounting principles (except, in the case of unaudited statements, as permitted by Form 10-Q of the SEC) applied on a consistent basis during the periods involved and fairly present the consolidated financial position of Parent PSS and its consolidated subsidiaries as of the dates thereof and the consolidated results of their operations and cash flows for the periods then ended (subject, in the case of unaudited statements, to normal and recurring year-end audit adjustments not material in scope or amount). Except as set forth in the Parent PSS Filed SEC Documents (defined in Section 3.2(f2.2(f)), neither Parent PSS nor any of its subsidiaries has any material liabilities or obligations required by generally accepted accounting principles to be recognized or disclosed on a consolidated balance sheet of Parent PSS and its consolidated subsidiaries or in the notes thereto and which, individually singly or in the aggregate, could reasonably be expected to have a material adverse effect on Parent and its subsidiaries taken as a wholePSS Adverse Effect.

SEC Documents; Financial Statements; No Undisclosed Liabilities. Parent Since December 31, 2021, the Company has timely filed or furnished all the SEC Documents required reports, forms and other documents to be filed or furnished by it with the SEC upon and since pursuant to the effectiveness of Parent's Registration Statement on Form S-1 for the initial public offering of Parent Common Stock on February 12, 1996 (the "Parent SEC Documents")1934 Act. As of their respective filing or furnishing dates, the Parent SEC Documents complied in all material respects with the requirements of the Securities 1934 Act and the Sxxxxxxx-Xxxxx Act of 19332002, as amended (the "Securities Act")and in both cases, or the Exchange Act, as the case may be, and the rules and regulations of the SEC promulgated thereunder thereunder), in each case, applicable to such Parent the SEC Documents, and none of the Parent SEC Documents Documents, at the time they were filed or furnished with the SEC (or, if amended prior to the date hereof, the date of the filing or furnishing of such amendment, with respect to the disclosures that are amended), contained any untrue statement of a material fact or omitted to state a material fact required to be state stated therein or necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading. The As of their respective filing dates, the financial statements of Parent the Company included in the Parent SEC Documents comply complied as to form in all material respects with applicable accounting requirements and the published rules and regulations of the SEC with respect thereto, thereto as in effect as of the time of filing. Such financial statements have been prepared in accordance with United States generally accepted accounting principles principles, consistently applied, during the periods involved (except"GAAP") (except (i) as may be otherwise indicated in such financial statements or the notes thereto, (ii) in the case of unaudited interim statements, to the extent they may exclude footnotes or may be condensed or summary statements or (iii) as otherwise permitted by Form 10Regulation S-Q X and the other rules and regulations of the SEC) applied on a consistent basis during the periods involved and fairly present in all material respects the consolidated financial position of Parent the Company and its consolidated subsidiaries Subsidiaries as of the dates thereof and the consolidated results of their its operations and cash flows for the periods then ended (subject, in the case of unaudited statements, to normal and recurring year-end audit adjustments not material in scope or amountadjustments). Except as set forth in the Parent Filed SEC Documents (defined in Section 3.2(f)), neither Parent nor any of its subsidiaries has any material liabilities or obligations required by generally accepted accounting principles to be recognized or disclosed on a consolidated balance sheet of Parent and its consolidated subsidiaries or in the notes thereto and whichwould not, individually or in the aggregate, could reasonably be expected to have a material adverse Material Adverse Effect, neither the Company nor any of its Subsidiaries has any liabilities of any nature (whether accrued, absolute, contingent or otherwise) that would be required under GAAP, as in effect on Parent the date hereof, to be reflected on a consolidated balance sheet of the Company (including the notes thereto) except liabilities (i) reflected or reserved against in the balance sheet (or the notes thereto) of the Company and its subsidiaries taken Subsidiaries as a wholeof September 30, 2022 (the "Balance Sheet Date") included in the SEC Documents, (ii) incurred after the Balance Sheet Date in the ordinary course of business, (iii) as expressly contemplated by the Transaction Documents or otherwise incurred in connection with the transactions contemplated hereby and thereby, (iv) that have been discharged or paid prior to the date of this Agreement, or (v) that have been incurred in the ordinary course, consistent in nature with the Company's past practice prior to the date hereof.

SEC Documents; Financial Statements; No Undisclosed Liabilities. Parent has filed all required reports, forms and other documents with the SEC upon and since the effectiveness filing of Parent's Registration Statement on Form S-1 for the initial public offering of Parent Common Stock on February 12December 21, 1996 1995 (the "Parent SEC Documents"). As of their respective dates, the Parent SEC Documents complied in all material respects with the requirements of the Securities Act of 1933, as amended (the "Securities Act"), or the Exchange Act, as the case may be, and the rules and regulations of the SEC promulgated thereunder applicable to such Parent SEC Documents, and none of the Parent SEC Documents contained any untrue statement of a material fact or omitted to state a material fact required to be state therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading. The financial statements of Parent included in the Parent SEC Documents comply as to form in all material respects with applicable accounting requirements and the published rules and regulations of the SEC with respect thereto, have been prepared in accordance with generally accepted accounting principles (except, in the case of unaudited statements, as permitted by Form 10-Q of the SEC) applied on a consistent basis during the periods involved and fairly present the consolidated financial position of Parent and its consolidated subsidiaries as of the dates thereof and the consolidated results of their operations and cash flows for the periods then ended (subject, in the case of unaudited statements, to normal and recurring year-end audit adjustments not material in scope or amount). Except as set forth in the Parent Filed SEC Documents (defined in Section 3.2(f)), neither Parent nor any of its subsidiaries has any material liabilities or obligations required by generally accepted accounting principles to be recognized or disclosed on a consolidated balance sheet of Parent and its consolidated subsidiaries or in the notes thereto and which, individually or in the aggregate, could reasonably be expected to have a material adverse effect on Parent and its subsidiaries taken as a whole.