Common use of SEC Documents; Undisclosed Liabilities Clause in Contracts

SEC Documents; Undisclosed Liabilities. (a) Parent has filed or furnished all reports, schedules, forms, statements and other documents required to be filed or furnished by Parent with the SEC under the Securities Act or the Exchange Act since December 31, 2009 (the “Parent SEC Documents”). (b) As of its respective filing date, or, if amended, as of the date of the last amendment prior to the date of this Agreement, each Parent SEC Document complied in all material respects with the requirements of the Exchange Act or the Securities Act, as the case may be, and the rules and regulations of the SEC promulgated thereunder applicable to such Parent SEC Document, 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 in order to make the statements therein, in light of the circumstances under which they were made, not misleading. (c) The consolidated financial statements of Parent included in the Parent SEC Documents (including, in each case, any notes or schedules thereto) and all related compilations, reviews and other reports issued by Parent’s accountants with respect thereto (the “Parent Financial Statements”), comply as to form in all material respects with applicable accounting requirements and the published rules and regulations of the SEC with respect thereto. The Parent Financial Statements fairly present in all material respects the financial condition and the results of operations, cash flows and changes in stockholders’ equity of Parent (on a consolidated basis) as of the respective dates of and for the periods referred to in the Parent Financial Statements, all in accordance with GAAP (except as otherwise noted therein), subject, in the case of interim Parent Financial Statements, to normal year-end adjustments and the absence of notes. No financial statements of any Person other than Parent and the Parent Subsidiaries are required by GAAP to be included in the consolidated financial statements of Parent. Except as required by GAAP, Parent has not, between December 31, 2009 and the date of this Agreement, made or adopted any material change in its accounting methods, practices or policies in effect on December 31, 2009. (d) Parent is in compliance in all material respects with (i) the applicable provisions of the Xxxxxxxx-Xxxxx Act of 2002 and (ii) the applicable listing and corporate governance rules and regulations of the NYSE. (e) Parent has made available to the Company true and complete copies of all written comment letters from the staff of the SEC received since January 1, 2008 relating to the Parent SEC Documents and all written responses of Parent thereto other than with respect to requests for confidential treatment. There are no outstanding or unresolved comments in comment letters received from the SEC staff with respect to any Parent SEC Documents and, to the Knowledge of Parent, none of the Parent SEC Documents (other than confidential treatment requests) is the subject of ongoing SEC review. There are no internal investigations, or to the Knowledge of Parent, any SEC inquiries or investigations or other governmental inquiries or investigations pending or threatened, in each case regarding any accounting practices of Parent. (f) Parent has established and maintains disclosure controls and procedures and internal control over financial reporting (as such terms are defined in paragraphs (e) and (f), respectively, of Rule 13a-15 and paragraph (e) of Rule 15d-15 under the Exchange Act) as required by Rules 13a-15 and 15d-15 under the Exchange Act. Parent’s disclosure controls and procedures are designed to ensure that all information (both financial and non-financial) required to be disclosed by Parent 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 required pursuant to Sections 302 and 906 of the Xxxxxxxx-Xxxxx Act. 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. Based on Parent’s management’s most recently completed evaluation of Parent’s internal control over financial reporting prior to the date of this Agreement, (i) Parent had no significant deficiencies or material weaknesses in the design or operation of its internal control over financial reporting that would reasonably be expected to adversely affect Parent’s ability to record, process, summarize and report financial information and (ii) Parent does not have knowledge of any fraud, whether or not material, that involves management or other employees who have a significant role in Parent’s internal control over financial reporting. (g) Parent and the Parent Subsidiaries do not have any material liabilities or obligations of a nature required by GAAP to be reflected on a consolidated balance sheet of Parent or in the notes thereto that would reasonably be expected to have, individually or in the aggregate, a Parent Material Adverse Effect, except (i) as disclosed, reflected or reserved against in the most recent audited balance sheet included in the Parent Financial Statements or the notes thereto, (ii) for liabilities and obligations incurred in the Ordinary Course of Business and (iii) for liabilities and obligations arising out of or in connection with this Agreement or the Transactions.

SEC Documents; Undisclosed Liabilities. (a) Parent has furnished or filed or furnished all reports, schedules, forms, statements and other documents (including exhibits and other information incorporated therein) required to be furnished or filed or furnished by Parent with the SEC under since January 1, 2015 (such documents, together with any documents filed with or furnished to the Securities Act or SEC during such period by Parent on a voluntary basis on a Current Report on Form 8-K, but excluding the Exchange Act since December 31Form S-4, 2009 (being collectively referred to as the “Parent SEC Documents”). (b) As of its respective filing date, or, if amended, as of the date of the last amendment prior to the date of this Agreement, each Each Parent SEC Document (i) at the time filed, complied in all material respects with the requirements of the Xxxxxxxx-Xxxxx Act of 2002 (“SOX”) and the Exchange Act or the Securities Act, as the case may be, and the rules and regulations of the SEC promulgated thereunder applicable to such Parent SEC Document, Document and (ii) did not at the time it was filed (or if amended or superseded by a filing or amendment prior to the date of this Agreement, then at the time of such filing or amendment) contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading. (c) The . Each of the consolidated financial statements of Parent included in the Parent SEC Documents (including, in each case, any notes or schedules thereto) and all related compilations, reviews and other reports issued by Parent’s accountants with respect thereto (complied at the “Parent Financial Statements”), comply time it was filed as to form in all material respects with applicable accounting requirements and the published rules and regulations of the SEC with respect thereto. The Parent Financial Statements , was prepared in accordance with United States generally accepted accounting principles (“GAAP”) (except, in the case of unaudited statements, as permitted by Form 10-Q of the SEC or other rules and regulations of the SEC) applied on a consistent basis during the periods involved (except as may be indicated in the notes thereto) and fairly present presented in all material respects the consolidated financial condition and the results of operations, cash flows and changes in stockholders’ equity position of Parent (on a and its consolidated basis) Subsidiaries as of the respective dates thereof and the consolidated results of their operations and cash flows for the periods referred to in the Parent Financial Statements, all in accordance with GAAP shown (except as otherwise noted therein), subject, in the case of interim Parent Financial Statementsunaudited statements, to normal year-end adjustments and the absence of notes. No financial statements audit adjustments). (c) Neither Parent nor any Parent Subsidiary has any liabilities or obligations of any Person other than Parent and the Parent Subsidiaries are required by GAAP to be included nature (whether accrued, absolute, contingent or otherwise) that, individually or in the consolidated financial statements of Parent. Except as required by GAAPaggregate, have had or would reasonably be expected to have a Parent has not, between December 31, 2009 and the date of this Agreement, made or adopted any material change in its accounting methods, practices or policies in effect on December 31, 2009Material Adverse Effect. (d) Parent is maintains a system of “internal control over financial reporting” (as defined in compliance in all material respects with Rules 13a-15(f) and 15d-15(f) of the Exchange Act) sufficient to provide reasonable assurance (i) the applicable provisions that transactions are recorded as necessary to permit preparation of the Xxxxxxxx-Xxxxx Act of 2002 and financial statements in conformity with GAAP, consistently applied, (ii) that transactions are executed only in accordance with the applicable listing authorization of management and corporate governance rules and regulations (iii) regarding prevention or timely detection of the NYSEunauthorized acquisition, use or disposition of Parent’s properties or assets. (e) Parent has made available to the Company true and complete copies of all written comment letters from the staff of the SEC received since January 1, 2008 relating to the Parent SEC Documents and all written responses of Parent thereto other than with respect to requests for confidential treatment. There are no outstanding or unresolved comments in comment letters received from the SEC staff with respect to any Parent SEC Documents and, to the Knowledge of Parent, none of the Parent SEC Documents (other than confidential treatment requests) is the subject of ongoing SEC review. There are no internal investigations, or to the Knowledge of Parent, any SEC inquiries or investigations or other governmental inquiries or investigations pending or threatened, in each case regarding any accounting practices of Parent. (f) Parent has established and maintains The “disclosure controls and procedures and internal control over financial reporting procedures” (as such terms are defined in paragraphs (eRules 13a-15(e) and (f), respectively, of Rule 13a-15 and paragraph (e15d-15(e) of Rule 15d-15 under the Exchange Act) as required utilized by Rules 13a-15 and 15d-15 under the Exchange Act. Parent’s disclosure controls and procedures Parent are reasonably designed to ensure that all information (both financial and non-financial) required to be disclosed by 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 rules and forms of the SEC, SEC and that all such information required to be disclosed is accumulated and communicated to the management of Parent’s management , as appropriate appropriate, to allow timely decisions regarding required disclosure and to enable the chief executive officer and chief financial officer of Parent to make the certifications required pursuant under the Exchange Act with respect to Sections 302 and 906 such reports. (f) Neither Parent nor any of the XxxxxxxxParent Subsidiaries is a party to, or has any commitment to become a party to, any joint venture, off-Xxxxx Act. Parent’s management has completed an assessment balance sheet partnership or any similar Contract (including any Contract or arrangement relating to any transaction or relationship between or among Parent and any of the effectiveness of Parent’s disclosure controls Parent Subsidiaries, on the one hand, and procedures andany unconsolidated Affiliate, to including any structured finance, special purpose or limited purpose entity or Person, on the extent required by applicable Law, presented in any applicable Parent SEC Document that is a report on Form 10-K or Form 10-Qother hand, or any amendment thereto“off‑balance‑sheet arrangements” (as defined in Item 303(a) of Regulation S-K under the Exchange Act)), its conclusions about where the effectiveness result, purpose or intended effect of such Contract is to avoid disclosure of any material transaction involving, or material liabilities of, Parent or any of the disclosure controls and procedures as Parent Subsidiaries in Parent’s or such Parent Subsidiary’s published financial statements or other Parent SEC Documents. (g) As of the end date hereof, since January 1, 2017, none of Parent, Parent’s independent accountants, the Parent Board or the audit committee of the period covered by such report Parent Board has received any oral or amendment based on such evaluation. Based on Parent’s management’s most recently completed evaluation written notification of Parent’s any (i) “significant deficiency” in the internal control controls over financial reporting prior to the date of this AgreementParent, (iii) Parent had no significant deficiencies or “material weaknesses weakness” in the design or operation of its internal control controls over financial reporting that would reasonably be expected to adversely affect Parent’s ability to record, process, summarize and report financial information and of Parent or (iiiii) Parent does not have knowledge of any fraud, whether or not material, that involves management or other employees of Parent who have a significant role in Parent’s the internal control controls over financial reportingreporting of Parent. For purposes of this Agreement, the terms “significant deficiency” and “material weakness” shall have the meanings assigned to them in Auditing Standard No. 5 of the Public Company Accounting Oversight Board, as in effect on the date of this Agreement. (gh) Parent and None of the Parent Subsidiaries do not have is, or has at any material liabilities time since January 1, 2017 been, subject to the reporting requirements of Section 13(a) or obligations 15(d) of a nature required by GAAP to be reflected on a consolidated balance sheet of Parent or in the notes thereto that would reasonably be expected to have, individually or in the aggregate, a Parent Material Adverse Effect, except (i) as disclosed, reflected or reserved against in the most recent audited balance sheet included in the Parent Financial Statements or the notes thereto, (ii) for liabilities and obligations incurred in the Ordinary Course of Business and (iii) for liabilities and obligations arising out of or in connection with this Agreement or the TransactionsExchange Act.

SEC Documents; Undisclosed Liabilities. (a) Parent Since December 31, 2017, the Company has filed or furnished with the SEC all forms, registration statements, reports, schedules, forms, schedules and statements and other documents required to be filed or furnished by Parent with the SEC under the Securities Act or the Exchange Act since December 31, 2009 and the Securities Act. At the time filed (the “Parent SEC Documents”). (b) As of its respective filing date, or, if amendedin the case of registration statements, as solely on the dates of effectiveness) (except to the date of the last amendment extent amended by a subsequently Filed Company SEC Document prior to the date of this Agreement, in which case as of the date of such amendment), each Parent Filed Company SEC Document complied in all material respects with the applicable requirements of the Exchange Act or and the Securities Act, as the case may be, and the rules and regulations of the SEC promulgated thereunder applicable to such Parent SEC Document, be and did not contain any untrue statement of a material fact fact, or omit to state a material fact required to be stated therein or necessary in order to make the statements thereinmade, in light of the circumstances under which they were made, not misleading. (cb) The audited consolidated financial statements of Parent included in and the Parent SEC Documents unaudited quarterly financial statements (including, in each case, any the notes or schedules thereto) and all related compilations, reviews and other reports issued by Parent’s accountants with respect thereto of the Company included in the Filed Company SEC Documents (the “Parent Financial Statements”), comply i) complied as to form in all material respects with applicable accounting requirements and the published rules and regulations of the SEC with respect thereto. The Parent Financial Statements , (ii) have been prepared in all material respects in accordance with generally accepted accounting principles in the United States (“GAAP”) (except, in the case of unaudited quarterly statements, as permitted by Form 10-Q of the SEC or other rules and regulations of the SEC) applied in all material respects on a consistent basis during the periods involved (except as may be indicated in the notes thereto) and (iii) fairly present in all material respects the consolidated financial condition position of the Company and the results of operations, cash flows and changes in stockholders’ equity of Parent (on a its consolidated basis) Subsidiaries as of the respective dates thereof and the consolidated results of their operations and cash flows for the periods referred to in the Parent Financial Statements, all in accordance with GAAP covered thereby (except as otherwise noted therein), subject, in the case of interim Parent Financial Statementsunaudited quarterly statements, to normal year-end adjustments and adjustments). (c) Except as reflected or reserved against in the absence consolidated balance sheet of notes. No financial statements the Company, as of any Person other than Parent and December 31, 2018, or the Parent Subsidiaries are required by GAAP to be notes thereto, included in the consolidated financial statements Filed Company SEC Documents (such balance sheet and the notes thereto, the “Company Balance Sheet”), the Company and the Company Subsidiaries do not have any liability or obligation of Parent. Except as required by GAAPany nature (whether accrued, Parent has notabsolute, between December 31, 2009 and contingent or otherwise) other than (i) liabilities or obligations incurred in the ordinary course of business since the date of this Agreementthe Company Balance Sheet (other than any liability for breaches of Contract or relating to any Proceeding), made (ii) liabilities or adopted any material change obligations not required to be disclosed in its accounting methodsa consolidated balance sheet of the Company or in the notes thereto prepared in accordance with GAAP and the rules and regulations of the SEC applicable thereto, practices (iii) liabilities or policies obligations incurred in effect on December 31connection with the transactions contemplated hereby and (iv) liabilities or obligations that would not reasonably be expected, 2009individually or in the aggregate, to have a Company Material Adverse Effect. (d) Parent is in compliance in all material respects with (i) the applicable provisions of the Xxxxxxxx-Xxxxx Act of 2002 and (ii) the applicable listing and corporate governance rules and regulations of the NYSE. (e) Parent has made available to the The Company true and complete copies of all written comment letters from the staff of the SEC received since January 1, 2008 relating to the Parent SEC Documents and all written responses of Parent thereto other than with respect to requests for confidential treatment. There are no outstanding or unresolved comments in comment letters received from the SEC staff with respect to any Parent SEC Documents and, to the Knowledge of Parent, none of the Parent SEC Documents (other than confidential treatment requests) is the subject of ongoing SEC review. There are no internal investigations, or to the Knowledge of Parent, any SEC inquiries or investigations or other governmental inquiries or investigations pending or threatened, in each case regarding any accounting practices of Parent. (f) Parent has established and maintains disclosure controls and procedures and a system of internal control over financial reporting (as such terms are defined in paragraphs (e) and (f), respectively, of Rule 13a-15 and paragraph (e) of Rule 15d-15 under the Exchange Act) as required by Rules 13a-15 and 15d-15 under the Exchange Act. Parent’s disclosure controls and procedures are designed to ensure that all information (both financial and non-financial) required to be disclosed by Parent in From 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 date 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 required pursuant to Sections 302 and 906 filing of the Xxxxxxxx-Xxxxx Act. ParentCompany’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 Annual Report on Form 10-K or Form 10-Qfor the fiscal year ended December 31, or any amendment thereto, its conclusions about the effectiveness of the disclosure controls and procedures as of the end of the period covered by such report or amendment based on such evaluation. Based on Parent’s management’s most recently completed evaluation of Parent’s internal control over financial reporting prior 2018 to the date of this Agreement, the Company’s auditors and the Company Board have not been advised of (i) Parent had no any significant deficiencies or material weaknesses in the design or operation of its internal control over financial reporting that would which are reasonably be expected likely to adversely affect Parentthe Company’s ability to record, process, summarize and report financial information and or (ii) Parent does not have knowledge of any fraud, whether or not material, that involves management or other employees who have a significant role in Parentthe Company’s internal control over financial reporting. (ge) Parent The Filed Company SEC Documents accurately summarize, in all material respects, the outstanding Derivative Transaction positions of the Company and the Parent Subsidiaries do not have any material liabilities or obligations Company Subsidiaries, including Hydrocarbon and financial Derivative Transaction positions attributable to the production and marketing activities of a nature required by GAAP to be the Company and the Company Subsidiaries, as of the dates reflected on a consolidated balance sheet of Parent or in the notes thereto that would reasonably be expected to have, individually or in the aggregate, a Parent Material Adverse Effect, except (i) as disclosed, reflected or reserved against in the most recent audited balance sheet included in the Parent Financial Statements or the notes thereto, (ii) for liabilities and obligations incurred in the Ordinary Course of Business and (iii) for liabilities and obligations arising out of or in connection with this Agreement or the Transactionstherein.

SEC Documents; Undisclosed Liabilities. (a) Parent has SXE and its Subsidiaries have filed or and furnished all reports, schedules, forms, statements certifications, prospectuses, and registration, proxy and other documents statements required to be filed or furnished by Parent them with the SEC under the Securities Act or the Exchange Act since December 31, 2009 2014 (collectively and together with all documents filed on a voluntary basis on Form 8-K, and in each case including all exhibits and schedules thereto and documents incorporated by reference therein, the “Parent SXE SEC Documents”). . The SXE SEC Documents, as of their respective effective dates (bin the case of the SXE SEC Documents that are registration statements filed pursuant to the requirements of the Securities Act) As and as of its their respective SEC filing datedates (in the case of all other SXE SEC Documents), or, if amended, as of the date of the last amendment finally amended prior to the date of this Agreement, each Parent SEC Document complied in all material respects with the requirements of the Exchange Act or Act, the Securities Act and the Xxxxxxxx-Xxxxx Act of 2002, as amended, and the rules and regulations promulgated thereunder (the “Xxxxxxxx-Xxxxx Act”), as the case may be, and the rules and regulations of the SEC promulgated thereunder applicable to such Parent SXE SEC DocumentDocuments, and did not contain none of the SXE SEC Documents as of such respective dates contained any untrue statement of a material fact or omit omitted to state a material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading. As of the date of this Agreement, there are no outstanding or unresolved comments received from the SEC staff with respect to the SXE SEC Documents. To the Knowledge of SXE, none of the SXE SEC Documents is the subject of ongoing SEC review or investigation. (cb) The consolidated financial statements of Parent SXE included in the Parent SXE SEC Documents as of their respective dates (includingif amended, in each case, any notes or schedules theretoas of the date of the last such amendment) and all related compilations, reviews and other reports issued by Parent’s accountants with respect thereto (the “Parent Financial Statements”), comply as to form in all material respects with applicable accounting requirements and the published rules and regulations of the SEC with respect thereto. The Parent Financial Statements , have been prepared in accordance with GAAP (except, in the case of unaudited quarterly statements, as indicated in the notes thereto) applied on a consistent basis during the periods involved (except as may be indicated in the notes thereto) and fairly present in all material respects the consolidated financial condition position of SXE and its consolidated Subsidiaries as of the dates thereof and the consolidated results of their operations, cash flows and changes in stockholderspartners’ equity of Parent (on a consolidated basis) as of the respective dates of and for the periods referred to in the Parent Financial Statements, all in accordance with GAAP then ended (except as otherwise noted therein), subject, in the case of interim Parent Financial Statementsunaudited quarterly statements, to normal year-end adjustments and the absence audit adjustments, none of notes. No financial statements of any Person other than Parent and the Parent Subsidiaries are required by GAAP to be included which has been or will be, individually or in the aggregate, material to SXE and its consolidated financial statements of Parent. Except Subsidiaries, taken as required by GAAP, Parent has not, between December 31, 2009 and the date of this Agreement, made or adopted any material change in its accounting methods, practices or policies in effect on December 31, 2009a whole). (dc) Parent is in compliance in all material respects with (i) the applicable provisions of the Xxxxxxxx-Xxxxx Act of 2002 and (ii) the applicable listing and corporate governance rules and regulations of the NYSE. (e) Parent has made available to the Company true and complete copies of all written comment letters from the staff of the SEC received since January 1, 2008 relating to the Parent SEC Documents and all written responses of Parent thereto other than with respect to requests for confidential treatment. There are no outstanding or unresolved comments in comment letters received from the SEC staff with respect to any Parent SEC Documents and, to the Knowledge of Parent, none of the Parent SEC Documents (other than confidential treatment requests) is the subject of ongoing SEC review. There are no internal investigations, or to the Knowledge of Parent, any SEC inquiries or investigations or other governmental inquiries or investigations pending or threatened, in each case regarding any accounting practices of Parent. (f) Parent SXE has established and maintains disclosure controls and procedures and internal control over financial reporting and disclosure controls and procedures (as such terms are defined in paragraphs (e) and (f), respectively, of Rule 13a-15 and paragraph (e) of Rule 15d-15 under the Exchange Act) as required by Rules 13a-15 and 15d-15 under the Exchange Act. Parent’s ); such disclosure controls and procedures are designed to ensure that all material information (both financial and non-financial) relating to SXE, including its consolidated Subsidiaries, required to be disclosed by Parent SXE in the reports that it files or furnishes submits under the Exchange Act is accumulated and communicated to SXE’s principal executive officer and its principal financial officer to allow timely decisions regarding required disclosure; and such disclosure controls and procedures are effective to ensure that information required to be disclosed by SXE in the reports that it files or submits under the Exchange Act is recorded, processed, summarized and reported within the time periods specified in the SEC rules and forms forms. SXE’s principal executive officer and its principal financial officer have disclosed, based on their most recent evaluation, to SXE’s auditors and the audit committee of the SEC, and that SXE GP Board (x) 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 required pursuant to Sections 302 and 906 of the Xxxxxxxx-Xxxxx Act. 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. Based on Parent’s management’s most recently completed evaluation of Parent’s internal control over financial reporting prior to the date of this Agreement, (i) Parent had no significant deficiencies or material weaknesses in the design or operation of its internal control over financial reporting that would reasonably be expected to controls which could adversely affect ParentSXE’s ability to record, process, summarize and report financial information data and have identified for SXE’s auditors any material weaknesses in internal controls and (iiy) Parent does not have knowledge of any fraud, whether or not material, that involves management or other employees who have a significant role in ParentSXE’s internal controls. The principal executive officer and the principal financial officer of SXE have made all certifications required by the Xxxxxxxx-Xxxxx Act, the Exchange Act and any related rules and regulations promulgated by the SEC with respect to the SXE SEC Documents, and the statements contained in such certifications were complete and correct when made. The management of SXE has completed its assessment of the effectiveness of SXE’s internal control over financial reportingreporting in compliance with the requirements of Section 404 of the Xxxxxxxx-Xxxxx Act for the year ended December 31, 2016, and such assessment concluded that such controls were effective. To the Knowledge of SXE, as of the date of this Agreement there are no facts or circumstances that would prevent its principal executive officer and principal financial officer from giving the certifications and attestations required pursuant to the rules and regulations adopted pursuant to Section 404 of the Xxxxxxxx-Xxxxx Act, without qualification, when next due. (gd) Parent Except (i) as reflected or otherwise reserved against on the balance sheet of SXE and its Subsidiaries as of June 30, 2017 (the Parent “Balance Sheet Date”) (including the notes thereto) included in the SXE SEC Documents filed by SXE and publicly available prior to the date of this Agreement, (ii) for liabilities and obligations incurred since the Balance Sheet Date in the ordinary course of business and (iii) for liabilities and obligations incurred under or in accordance with this Agreement or in connection with the transactions contemplated hereby, neither SXE nor any of its Subsidiaries do not have has any material liabilities or obligations of a any nature (whether or not accrued or contingent), that would be required by GAAP to be reflected or reserved against on a consolidated balance sheet of Parent SXE prepared in accordance with GAAP or in the notes thereto that thereto, other than as have not and would not reasonably be expected to have, individually or in the aggregate, a Parent SXE Material Adverse Effect. (e) Neither SXE nor any of its Subsidiaries is a party to, except (i) as disclosedor has any commitment to become a party to, reflected or reserved against in the most recent audited any joint venture, off-balance sheet included partnership or any similar Contract (including any Contract or arrangement relating to any transaction or relationship between or among SXE and any of its Subsidiaries, on the one hand, and any unconsolidated Affiliate, 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 Parent Financial Statements SEC)), where the purpose of such Contract is to avoid disclosure of any material transaction involving, or the notes theretomaterial liabilities of, (ii) for liabilities and obligations incurred SXE in the Ordinary Course of Business and (iii) for liabilities and obligations arising out of SXE’s published financial statements or in connection with this Agreement or the Transactionsany SXE SEC Documents.

SEC Documents; Undisclosed Liabilities. (a) Since January 1, 1995, Parent has filed or furnished all required reports, schedules, forms, statements and other documents required to be filed or furnished by Parent (including exhibits and all other information incorporated therein) with the SEC under the Securities Act or the Exchange Act since December 31, 2009 (the “"Parent SEC Documents”"). (b) . As of its their respective filing datedates, or, if amended, as of the date of the last amendment prior to the date of this Agreement, each Parent SEC Document Documents complied in all material respects with the requirements of the Exchange Securities Act or the Securities Exchange Act, as the case may be, and the rules and regulations of the SEC promulgated thereunder applicable to such Parent SEC DocumentDocuments, and did not contain none of the Parent SEC Documents when filed (as amended and restated and as supplemented by subsequently filed Parent SEC Documents) contained any untrue statement of a material fact or omit omitted to state a material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading. (c) . The consolidated financial statements of Parent included in the Parent SEC Documents (including, in each case, any notes or schedules thereto) and all related compilations, reviews and other reports issued by Parent’s accountants with respect thereto (the “Parent Financial Statements”), comply complied as to form form, as of their respective dates of filing with the SEC, in all material respects with applicable accounting requirements and the published rules and regulations of the SEC with respect thereto. The Parent Financial Statements fairly present in all material respects the financial condition and the results of operations, cash flows and changes in stockholders’ equity of Parent (on a consolidated basis) as of the respective dates of and for the periods referred to in the Parent Financial Statements, all have been prepared in accordance with GAAP (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 otherwise noted therein), may be indicated in the notes thereto) 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 interim Parent Financial Statementsunaudited statements, to normal year-end adjustments and the absence of notes. No financial statements of any Person other than Parent and the Parent Subsidiaries are required by GAAP to be included in the consolidated financial statements of Parentaudit adjustments). Except as required by GAAP, Parent has not, between December 31, 2009 and the date of this Agreement, made or adopted any material change in its accounting methods, practices or policies in effect on December 31, 2009. (d) Parent is in compliance in all material respects with (i) the applicable provisions of the Xxxxxxxx-Xxxxx Act of 2002 and (ii) the applicable listing and corporate governance rules and regulations of the NYSE. (e) Parent has made available to the Company true and complete copies of all written comment letters from the staff of the SEC received since January 1, 2008 relating to the Parent SEC Documents and all written responses of Parent thereto other than with respect to requests for confidential treatment. There are no outstanding or unresolved comments as reflected in comment letters received from the SEC staff with respect to any Parent SEC Documents and, to the Knowledge of Parent, none of the Parent SEC Documents (other than confidential treatment requests) is the subject of ongoing SEC review. There are no internal investigations, or to the Knowledge of Parent, any SEC inquiries or investigations or other governmental inquiries or investigations pending or threatened, in each case regarding any accounting practices of Parent. (f) Parent has established and maintains disclosure controls and procedures and internal control over such financial reporting (as such terms are defined in paragraphs (e) and (f), respectively, of Rule 13a-15 and paragraph (e) of Rule 15d-15 under the Exchange Act) as required by Rules 13a-15 and 15d-15 under the Exchange Act. Parent’s disclosure controls and procedures are designed to ensure that all information (both financial and non-financial) required to be disclosed by Parent 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 required pursuant to Sections 302 and 906 of the Xxxxxxxx-Xxxxx Act. 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. Based on Parent’s management’s most recently completed evaluation of Parent’s internal control over financial reporting prior to the date of this Agreement, (i) Parent had no significant deficiencies or material weaknesses in the design or operation of its internal control over financial reporting that would reasonably be expected to adversely affect Parent’s ability to record, process, summarize and report financial information and (ii) Parent does not have knowledge of any fraud, whether or not material, that involves management or other employees who have a significant role in Parent’s internal control over financial reporting. (g) Parent and the Parent Subsidiaries do not have any material liabilities or obligations of a nature required by GAAP to be reflected on a consolidated balance sheet of Parent statements or in the notes thereto that would reasonably be expected to haveor (ii) for liabilities incurred in connection with this Agreement or the transactions contemplated hereby, neither Parent nor any of its subsidiaries has any liabilities or obligations of any nature which, individually or in the aggregate, would have a Parent Material Adverse Effect, except (i) as disclosed, reflected or reserved against in the most recent audited balance sheet included in the Parent Financial Statements or the notes thereto, (ii) for liabilities and obligations incurred in the Ordinary Course of Business and (iii) for liabilities and obligations arising out of or in connection with this Agreement or the Transactionsmaterial adverse effect on Parent.

SEC Documents; Undisclosed Liabilities. (a) Parent has BellRing and its Subsidiaries have filed or and furnished all reportsBellRing SEC Documents. The BellRing SEC Documents, schedules, forms, as of their respective effective dates (in the case of the BellRing SEC Documents that are registration statements and other documents required filed pursuant to be filed or furnished by Parent with the SEC under requirements of the Securities Act or Act) and as of their respective SEC filing dates (in the Exchange Act since December 31, 2009 (case of all other of the “Parent BellRing SEC Documents”). (b) As of its respective filing date, or, if amended, as of the date of the last amendment finally amended prior to the date of this Agreement, each Parent SEC Document complied in all material respects with the requirements of the Exchange Act or Act, the Securities Act and the Xxxxxxxx-Xxxxx Act, as the case may be, applicable to the BellRing SEC Documents, and the rules and regulations none of the BellRing SEC promulgated thereunder applicable to Documents as of such Parent SEC Document, and did not contain respective dates contained any untrue statement of a material fact or omit omitted to state a material fact required to be stated therein or necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading. (cb) The Except (i) as reflected or otherwise reserved against on the balance sheet of BellRing and its consolidated financial statements Subsidiaries as of Parent June 30, 2021 (including the notes thereto) included in the Parent BellRing SEC Documents (including, in each case, any notes or schedules thereto) filed by BellRing and all related compilations, reviews and other reports issued by Parent’s accountants with respect thereto (the “Parent Financial Statements”), comply as to form in all material respects with applicable accounting requirements and the published rules and regulations of the SEC with respect thereto. The Parent Financial Statements fairly present in all material respects the financial condition and the results of operations, cash flows and changes in stockholders’ equity of Parent (on a consolidated basis) as of the respective dates of and for the periods referred to in the Parent Financial Statements, all in accordance with GAAP (except as otherwise noted therein), subject, in the case of interim Parent Financial Statements, to normal year-end adjustments and the absence of notes. No financial statements of any Person other than Parent and the Parent Subsidiaries are required by GAAP to be included in the consolidated financial statements of Parent. Except as required by GAAP, Parent has not, between December 31, 2009 and the date of this Agreement, made or adopted any material change in its accounting methods, practices or policies in effect on December 31, 2009. (d) Parent is in compliance in all material respects with (i) the applicable provisions of the Xxxxxxxx-Xxxxx Act of 2002 and (ii) the applicable listing and corporate governance rules and regulations of the NYSE. (e) Parent has made publicly available to the Company true and complete copies of all written comment letters from the staff of the SEC received since January 1, 2008 relating to the Parent SEC Documents and all written responses of Parent thereto other than with respect to requests for confidential treatment. There are no outstanding or unresolved comments in comment letters received from the SEC staff with respect to any Parent SEC Documents and, to the Knowledge of Parent, none of the Parent SEC Documents (other than confidential treatment requests) is the subject of ongoing SEC review. There are no internal investigations, or to the Knowledge of Parent, any SEC inquiries or investigations or other governmental inquiries or investigations pending or threatened, in each case regarding any accounting practices of Parent. (f) Parent has established and maintains disclosure controls and procedures and internal control over financial reporting (as such terms are defined in paragraphs (e) and (f), respectively, of Rule 13a-15 and paragraph (e) of Rule 15d-15 under the Exchange Act) as required by Rules 13a-15 and 15d-15 under the Exchange Act. Parent’s disclosure controls and procedures are designed to ensure that all information (both financial and non-financial) required to be disclosed by Parent 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 required pursuant to Sections 302 and 906 of the Xxxxxxxx-Xxxxx Act. 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. Based on Parent’s management’s most recently completed evaluation of Parent’s internal control over financial reporting prior to the date of this Agreement, (iii) Parent had no significant deficiencies or material weaknesses for Liabilities incurred since June 30, 2021 in the design ordinary course of business consistent with past practice; (iii) for Liabilities set forth on Section 7.5(b) of the BellRing Disclosure Schedule; and (iv) for Liabilities incurred under or operation of its internal control over financial reporting in accordance with this Agreement and the other Transaction Agreements to which BellRing is a party or in connection with the transactions contemplated hereby or thereby, BellRing has no Liabilities that would reasonably be expected to adversely affect Parent’s ability to record, process, summarize and report financial information and (ii) Parent does not have knowledge of any fraud, whether or not material, that involves management or other employees who have a significant role in Parent’s internal control over financial reporting. (g) Parent and the Parent Subsidiaries do not have any material liabilities or obligations of a nature required by GAAP to be reflected or reserved against on a consolidated balance sheet of Parent BellRing prepared in accordance with GAAP or in the notes thereto that thereto, other than as have not and would not reasonably be expected to have, individually or in the aggregate, a Parent BellRing Material Adverse Effect, except (i) as disclosed, reflected or reserved against in the most recent audited balance sheet included in the Parent Financial Statements or the notes thereto, (ii) for liabilities and obligations incurred in the Ordinary Course of Business and (iii) for liabilities and obligations arising out of or in connection with this Agreement or the Transactions.

SEC Documents; Undisclosed Liabilities. (a) Parent Marathon has filed or furnished all reports, schedules, forms, statements and other documents (including exhibits and amendments thereto) required to be filed or furnished by Parent Marathon with the SEC under the Securities Act or since January 1, 2004 pursuant to Sections 13(a), 14(a) and 15(d) of the Exchange Act since December 31, 2009 (the “Parent Marathon SEC Documents”). (b) As of its respective filing date, or, if amended, as of the date of the last amendment prior to the date of this Agreement, each Parent Marathon SEC Document complied in all material respects with the requirements of the Exchange Act or the Securities Act, as the case may be, and the rules and regulations of the SEC promulgated thereunder applicable to such Parent Marathon SEC Document, 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 in order to make the statements therein, in the light of the circumstances under which they were made, not misleading. (c) . Except to the extent that information contained in any Marathon SEC Document has been revised or superseded by a later filed Marathon SEC Document, none of the Marathon SEC Documents contains any untrue statement of a material fact or omits to state any material fact required to be stated therein or necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading. The consolidated financial statements of Parent Marathon included in the Parent Marathon SEC Documents (including, in each case, any notes or schedules thereto) and all related compilations, reviews and other reports issued by Parent’s accountants with respect thereto (the “Parent Financial Statements”), comply as to form in all material respects with applicable accounting requirements requirements, and the published rules and regulations of the SEC SEC, with respect thereto. The Parent Financial Statements , have been prepared in accordance with GAAP (except, in the case of unaudited statements, as permitted by Form 10-Q of the SEC) applied on a consistent basis during the periods involved (except as may be indicated in the notes thereto) and on that basis fairly present in all material respects the consolidated financial condition position of Marathon and the results of operations, cash flows and changes in stockholders’ equity of Parent (on a its consolidated basis) subsidiaries as of the respective dates thereof and the consolidated results of their operations and cash flows for the periods referred to in the Parent Financial Statements, all in accordance with GAAP shown (except as otherwise noted therein), subject, in the case of unaudited interim Parent Financial Statementsfinancial statements, to normal year-end adjustments and audit adjustments). (c) Except as disclosed in the absence Marathon SEC Documents, as of notes. No financial statements the date of this Agreement neither Marathon nor any Marathon Subsidiary has any liabilities or obligations of any Person other than Parent and the Parent Subsidiaries are nature (whether accrued, absolute, liquidated, unliquidated, fixed, contingent, disputed, undisputed, legal or equitable) required by GAAP to be included in the consolidated financial statements of Parent. Except as required by GAAP, Parent has not, between December 31, 2009 and the date of this Agreement, made or adopted any material change in its accounting methods, practices or policies in effect on December 31, 2009. (d) Parent is in compliance in all material respects with (i) the applicable provisions of the Xxxxxxxx-Xxxxx Act of 2002 and (ii) the applicable listing and corporate governance rules and regulations of the NYSE. (e) Parent has made available to the Company true and complete copies of all written comment letters from the staff of the SEC received since January 1, 2008 relating to the Parent SEC Documents and all written responses of Parent thereto other than with respect to requests for confidential treatment. There are no outstanding or unresolved comments in comment letters received from the SEC staff with respect to any Parent SEC Documents and, to the Knowledge of Parent, none of the Parent SEC Documents (other than confidential treatment requests) is the subject of ongoing SEC review. There are no internal investigations, or to the Knowledge of Parent, any SEC inquiries or investigations or other governmental inquiries or investigations pending or threatened, in each case regarding any accounting practices of Parent. (f) Parent has established and maintains disclosure controls and procedures and internal control over financial reporting (as such terms are defined in paragraphs (e) and (f), respectively, of Rule 13a-15 and paragraph (e) of Rule 15d-15 under the Exchange Act) as required by Rules 13a-15 and 15d-15 under the Exchange Act. Parent’s disclosure controls and procedures are designed to ensure that all information (both financial and non-financial) required to be disclosed by Parent 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 required pursuant to Sections 302 and 906 of the Xxxxxxxx-Xxxxx Act. 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. Based on Parent’s management’s most recently completed evaluation of Parent’s internal control over financial reporting prior to the date of this Agreement, (i) Parent had no significant deficiencies or material weaknesses in the design or operation of its internal control over financial reporting that would reasonably be expected to adversely affect Parent’s ability to record, process, summarize and report financial information and (ii) Parent does not have knowledge of any fraud, whether or not material, that involves management or other employees who have a significant role in Parent’s internal control over financial reporting. (g) Parent and the Parent Subsidiaries do not have any material liabilities or obligations of a nature required by GAAP to be reflected set forth on a consolidated balance sheet of Parent Marathon and its consolidated subsidiaries or disclosed in the notes thereto that would reasonably be expected to haveand that, individually or in the aggregate, would reasonably be expected to have a Parent Marathon Material Adverse Effect. (d) Notwithstanding anything to the contrary contained in this Section 7.06, except (i) the Marathon Parties do not make any representation or warranty as disclosedto the financial statements, reflected financial position, results of operations or reserved against cash flows of MAP, as to any other statement, omission or information relating to MAP included or incorporated by reference in the most recent audited balance sheet included in Marathon SEC Documents, or as to the Parent Financial Statements business, assets, liabilities, condition (financial or the notes theretootherwise), (ii) for liabilities and obligations incurred in the Ordinary Course operations or prospects of Business and (iii) for liabilities and obligations arising out of or in connection with this Agreement or the TransactionsMAP.

SEC Documents; Undisclosed Liabilities. (a) Parent has furnished or filed or furnished all reports, schedules, forms, statements and other documents (including exhibits and other information incorporated therein) required to be furnished or filed or furnished by Parent with the SEC under since January 1, 2012 (such documents, together with any documents filed with the Securities Act or SEC during such period by Parent on a voluntary basis on a Current Report on Form 8-K, but excluding the Exchange Act since December 31Joint Proxy Statement and the Form S-4, 2009 (being collectively referred to as the “Parent SEC Documents”). (b) As of its respective filing date, or, if amended, as of the date of the last amendment prior to the date of this Agreement, each Each Parent SEC Document (i) at the time filed, complied in all material respects with the requirements of the Xxxxxxxx-Xxxxx Act of 2002 (“SOX”) and the Exchange Act or the Securities Act, as the case may be, and the rules and regulations of the SEC promulgated thereunder applicable to such Parent SEC Document, Document and (ii) did not at the time it was filed (or if amended or superseded by a filing or amendment prior to the date of this Agreement, then at the time of such filing or amendment) contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading. (c) The . Each of the consolidated financial statements of Parent included in the Parent SEC Documents (including, in each case, any notes or schedules thereto) and all related compilations, reviews and other reports issued by Parent’s accountants with respect thereto (complied at the “Parent Financial Statements”), comply time it was filed as to form in all material respects with applicable accounting requirements and the published rules and regulations of the SEC with respect thereto. The Parent Financial Statements , was prepared in accordance with United States generally accepted accounting principles (“GAAP”) (except, in the case of unaudited statements, as permitted by Form 10-Q of the SEC) applied on a consistent basis during the periods involved (except as may be indicated in the notes thereto) and fairly present presented in all material respects the consolidated financial condition and the results of operations, cash flows and changes in stockholders’ equity position of Parent (on a and its consolidated basis) Subsidiaries as of the respective dates thereof and the consolidated results of their operations and cash flows for the periods referred to in the Parent Financial Statements, all in accordance with GAAP shown (except as otherwise noted therein), subject, in the case of interim Parent Financial Statementsunaudited statements, to normal year-end adjustments and the absence of notes. No financial statements of any Person other than Parent and the Parent Subsidiaries are required by GAAP to be included in the consolidated financial statements of Parent. Except as required by GAAP, Parent has not, between December 31, 2009 and the date of this Agreement, made or adopted any material change in its accounting methods, practices or policies in effect on December 31, 2009audit adjustments). (dc) Parent is in compliance in all material respects with (i) the applicable provisions of the Xxxxxxxx-Xxxxx Act of 2002 and (ii) the applicable listing and corporate governance rules and regulations of the NYSE. (e) Parent has made available to the Company true and complete copies of all written comment letters from the staff of the SEC received since January 1, 2008 relating to the Parent SEC Documents and all written responses of Parent thereto other than with respect to requests for confidential treatment. There are no outstanding or unresolved comments in comment letters received from the SEC staff with respect to any Parent SEC Documents and, to the Knowledge of Parent, none of the Parent SEC Documents (other than confidential treatment requests) is the subject of ongoing SEC review. There are no internal investigations, or to the Knowledge of Parent, any SEC inquiries or investigations or other governmental inquiries or investigations pending or threatened, in each case regarding any accounting practices of Parent. (f) Parent has established and maintains disclosure controls and procedures and internal control over financial reporting (as such terms are defined in paragraphs (e) and (f), respectively, of Rule 13a-15 and paragraph (e) of Rule 15d-15 under the Exchange Act) as required by Rules 13a-15 and 15d-15 under the Exchange Act. Parent’s disclosure controls and procedures are designed to ensure that all information (both financial and non-financial) required to be disclosed by Parent 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 required pursuant to Sections 302 and 906 of the Xxxxxxxx-Xxxxx Act. 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. Based on Parent’s management’s most recently completed evaluation of Parent’s internal control over financial reporting prior to the date of this Agreement, (i) Parent had no significant deficiencies or material weaknesses in the design or operation of its internal control over financial reporting that would reasonably be expected to adversely affect Parent’s ability to record, process, summarize and report financial information and (ii) Parent does not have knowledge of any fraud, whether or not material, that involves management or other employees who have a significant role in Parent’s internal control over financial reporting. (g) Parent and the Parent Subsidiaries do not have any material liabilities or obligations of a nature required by GAAP to be reflected on a consolidated balance sheet of Parent or in the notes thereto that would reasonably be expected to have, individually or in the aggregate, a Parent Material Adverse Effect, except Except (i) as disclosed, reflected or reserved against in the most recent Parent’s consolidated audited balance sheet included in the Parent Financial Statements as of December 31, 2012 (or the notes thereto) as included in the Filed Parent SEC Documents, (ii) for liabilities and obligations incurred since December 31, 2012 in the Ordinary Course ordinary course of Business business and (iii) for liabilities and obligations arising out incurred as permitted by this Agreement, neither Parent nor any Parent Subsidiary has any liabilities or obligations of any nature (whether accrued, absolute, contingent or otherwise) that, individually or in connection the aggregate, have had or would reasonably be expected to have a Parent Material Adverse Effect. (d) Each of the chief executive officer of Parent and the chief financial officer of Parent (or each former chief executive officer of Parent and each former chief financial officer of Parent, as applicable) has made all applicable certifications required by Rule 13a-14 or 15d-14 under the Exchange Act and Sections 302 and 906 of SOX with respect to the Parent SEC Documents, and the statements contained in such certifications are true and accurate. For purposes of this Agreement or the Transactions.Agreement, “chief executive

SEC Documents; Undisclosed Liabilities. (a) Parent Opco has filed or furnished all reports, schedules, forms, statements and other documents required to be filed or furnished by Parent Opco with the SEC under the Securities Act or the Exchange Act since December 31, 2009 2002 pursuant to Sections 13(a) and 15(d) of the Securities Exchange Act of 1934, as amended (the “Parent Exchange Act”) (the “Aqua SEC Documents”). (b) As of its respective filing date, or, if amended, as of the date of the last amendment prior to the date of this Agreement, each Parent Aqua SEC Document complied in all material respects with the requirements of the Exchange Act or the Securities Act, as the case may be, and the rules and regulations of the SEC promulgated thereunder applicable to such Parent Aqua SEC Document, 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 in order to make the statements therein, in light of the circumstances under which they were made, not misleading. (c) . Except to the extent that information contained in any Aqua SEC Document has been revised or superseded by a later filed Aqua SEC Document, none of the Aqua SEC Documents contains any untrue statement of a material fact or omits to state any material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading. The consolidated financial statements of Parent Aqua included in the Parent Aqua SEC Documents (including, in each case, any notes or schedules thereto) and all related compilations, reviews and other reports issued by Parent’s accountants with respect thereto (the “Parent Financial Statements”), comply as to form in all material respects with applicable accounting requirements and the published rules and regulations of the SEC with respect thereto. The Parent Financial Statements , have been prepared in accordance with generally accepted accounting principles (“GAAP”) (except, in the case of unaudited statements, as permitted by Form 10-Q of the SEC) applied on a consistent basis during the periods involved (except as may be indicated in the notes thereto) and fairly present in all material respects the consolidated financial condition position of Opco and the results of operations, cash flows and changes in stockholders’ equity of Parent (on a its consolidated basis) subsidiaries as of the respective dates thereof and the consolidated results of their operations and cash flows for the periods referred to in the Parent Financial Statements, all in accordance with GAAP shown (except as otherwise noted therein), subject, in the case of interim Parent Financial Statementsunaudited statements, to normal year-end adjustments and audit adjustments). (c) Except as set forth in the absence of notes. No financial statements of any Person other than Parent and filed with the Parent Subsidiaries are required by GAAP to be included 2004 10-K or incurred in the consolidated financial statements of Parent. Except as required by GAAP, Parent has not, between ordinary course since December 31, 2009 and 2004, as of the date of this Agreement, made or adopted Agreement neither Aqua nor any material change in its accounting methods, practices or policies in effect on December 31, 2009. (d) Parent is in compliance in all material respects with (i) the applicable provisions of the Xxxxxxxx-Xxxxx Act of 2002 and (ii) the applicable listing and corporate governance rules and regulations of the NYSE. (e) Parent Aqua Subsidiary has made available to the Company true and complete copies of all written comment letters from the staff of the SEC received since January 1, 2008 relating to the Parent SEC Documents and all written responses of Parent thereto other than with respect to requests for confidential treatment. There are no outstanding or unresolved comments in comment letters received from the SEC staff with respect to any Parent SEC Documents and, to the Knowledge of Parent, none of the Parent SEC Documents (other than confidential treatment requests) is the subject of ongoing SEC review. There are no internal investigations, or to the Knowledge of Parent, any SEC inquiries or investigations or other governmental inquiries or investigations pending or threatened, in each case regarding any accounting practices of Parent. (f) Parent has established and maintains disclosure controls and procedures and internal control over financial reporting (as such terms are defined in paragraphs (e) and (f), respectively, of Rule 13a-15 and paragraph (e) of Rule 15d-15 under the Exchange Act) as required by Rules 13a-15 and 15d-15 under the Exchange Act. Parent’s disclosure controls and procedures are designed to ensure that all information (both financial and non-financial) required to be disclosed by Parent 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 required pursuant to Sections 302 and 906 of the Xxxxxxxx-Xxxxx Act. 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. Based on Parent’s management’s most recently completed evaluation of Parent’s internal control over financial reporting prior to the date of this Agreement, (i) Parent had no significant deficiencies or material weaknesses in the design or operation of its internal control over financial reporting that would reasonably be expected to adversely affect Parent’s ability to record, process, summarize and report financial information and (ii) Parent does not have knowledge of any fraud, whether or not material, that involves management or other employees who have a significant role in Parent’s internal control over financial reporting. (g) Parent and the Parent Subsidiaries do not have any material liabilities or obligations of a any nature required by GAAP to be reflected on a consolidated balance sheet of Parent (whether accrued, absolute, contingent or in the notes thereto that would reasonably be expected to haveotherwise) that, individually or in the aggregate, a Parent could reasonably be expected to have an Aqua Material Adverse Effect. (d) None of the Aqua Subsidiaries (other than Opco) is, except (ior has at any time been, subject to the reporting requirements of Sections 13(a) as disclosed, reflected or reserved against in and 15(d) of the most recent audited balance sheet included in the Parent Financial Statements or the notes thereto, (ii) for liabilities and obligations incurred in the Ordinary Course of Business and (iii) for liabilities and obligations arising out of or in connection with this Agreement or the TransactionsExchange Act.

SEC Documents; Undisclosed Liabilities. (a) Parent Seller has filed or furnished with the SEC the Seller's registration statement on Form SB-2 (the "Company SB-2), which became effective on August 9, 1995 (the "Seller's SB-2 Effective Date"), and all required reports, schedules, forms, statements and other documents required to be filed or furnished by Parent since the Seller's SB-2 Effective Date (together with such Form SB-2 registration statement, the SEC under the Securities Act or the Exchange Act since December 31, 2009 (the “Parent "Seller SEC Documents”"). (b) . As of its their respective filing datedates, or, if amended, the Seller SEC Documents complied as of the date of the last amendment prior to the date of this Agreement, each Parent SEC Document complied form in all material respects with the requirements of the Exchange Act Securities Act, or the Securities Exchange Act, as the case may be, and the rules and regulations none of the Seller SEC promulgated thereunder applicable to such Parent SEC Document, 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 in order to make the statements therein, in light of the circumstances under which they were made, not misleading. (cb) The consolidated As of their respective dates, the financial statements of Parent the Seller included in the Parent Seller SEC Documents (including, in each case, any notes or schedules thereto) and all related compilations, reviews and other reports issued by Parent’s accountants with respect thereto (the “Parent Financial Statements”), 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. The Parent Financial Statements , were prepared in accordance with generally accepted accounting principles (except, in the case of unaudited statements, as permitted by the rules and regulations of the SEC) applied on a consistent basis during the periods involved (except as may be indicated in the notes thereto) and fairly present present, in all material respects respects, the financial condition position of the Seller as of the dates thereof and the results of operations, its operations and cash flows and changes in stockholders’ equity of Parent (on a consolidated basis) as of the respective dates of and for the periods referred to in the Parent Financial Statements, all in accordance with GAAP then ended (except as otherwise noted therein), subject, in the case of interim Parent Financial Statementsunaudited statements, to normal year-end adjustments and audit adjustments). (c) Attached hereto as Schedule 6.5 are the absence of notes. No audited financial statements of any Person other than Parent and Seller for the Parent Subsidiaries are required by GAAP to be included in the consolidated financial statements of Parent. Except as required by GAAP, Parent has not, between year ended December 31, 2009 1996 ("Seller 1996 Financial Statements"). Seller 1996 Financial Statements have been prepared in accordance with generally accepted accounting principles applied on a consistent basis and fairly present, in all material respects, the financial position of Seller as of such date and the results of its operations and cash flows for the period then ended. (d) Except as set forth in the filed Seller SEC Documents, or in Schedule 6.5, as of the date of this Agreement, made or adopted any material change in its accounting methods, practices or policies in effect on December 31, 2009. (d) Parent is in compliance in all material respects with (i) the applicable provisions of the Xxxxxxxx-Xxxxx Act of 2002 and (ii) the applicable listing and corporate governance rules and regulations of the NYSE. (e) Parent has made available to the Company true and complete copies of all written comment letters from the staff of the SEC received since January 1, 2008 relating to the Parent SEC Documents and all written responses of Parent thereto other than with respect to requests for confidential treatment. There are no outstanding or unresolved comments in comment letters received from the SEC staff with respect to any Parent SEC Documents and, to the Knowledge of Parent, none of the Parent SEC Documents (other than confidential treatment requests) is the subject of ongoing SEC review. There are no internal investigations, or to the Knowledge of Parent, any SEC inquiries or investigations or other governmental inquiries or investigations pending or threatened, in each case regarding any accounting practices of Parent. (f) Parent has established and maintains disclosure controls and procedures and internal control over financial reporting (as such terms are defined in paragraphs (e) and (f), respectively, of Rule 13a-15 and paragraph (e) of Rule 15d-15 under the Exchange Act) as required by Rules 13a-15 and 15d-15 under the Exchange Act. Parent’s disclosure controls and procedures are designed to ensure that all information (both financial and non-financial) required to be disclosed by Parent 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 required pursuant to Sections 302 and 906 of the Xxxxxxxx-Xxxxx Act. 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. Based on Parent’s management’s most recently completed evaluation of Parent’s internal control over financial reporting prior to the date of this Agreement, (i) Parent had no significant deficiencies or material weaknesses in the design or operation of its internal control over financial reporting that would reasonably be expected to adversely affect Parent’s ability to record, process, summarize and report financial information and (ii) Parent Seller does not have knowledge of any fraud, whether or not material, that involves management or other employees who have a significant role in Parent’s internal control over financial reporting. (g) Parent and the Parent Subsidiaries do not have any material liabilities or obligations of a any nature (whether accrued, absolute, contingent or otherwise) required by GAAP generally accepted accounting principles to be reflected recognized or disclosed on a consolidated balance sheet of Parent the Seller or in the notes thereto that would reasonably be expected to haveand which, individually or in the aggregate, would have a Parent Material Adverse Effect, except material adverse effect on the Seller. (ie) as disclosed, reflected or reserved against None of the information contained in the most recent audited balance sheet included in Proxy Statement or any Other Filing shall, on the Parent Financial Statements date the Proxy Statement is first mailed to stockholders or the notes theretoOther Filing is made, (ii) as the case may be, at the time of the Seller Stockholders Meeting or on the Closing Date, contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they will be made, not misleading. Notwithstanding the foregoing, the Seller makes no representations or warranties with respect to any information supplied by Purchaser specifically for liabilities use in any of the foregoing documents. The Proxy Statement shall comply as to form in all material respects with the applicable provisions of the Exchange Act and obligations incurred the rules and regulations promulgated thereunder and any Other Filings filed by the Seller shall comply as to form in the Ordinary Course all material respects with all applicable requirements of Business and (iii) for liabilities and obligations arising out of or in connection with this Agreement or the Transactionslaw.

SEC Documents; Undisclosed Liabilities. (a) Parent has furnished or filed or furnished all reports, schedules, forms, statements and other documents (including exhibits and other information incorporated therein) required to be furnished or filed or furnished by Parent with the SEC under the Securities Act or the Exchange Act since December 31January 1, 2009 (such documents, together with any documents filed with the SEC during such period by Parent on a voluntary basis on a Current Report on Form 8-K, but excluding the Form S-4, being collectively referred to as the “Parent SEC Documents”). (b) As of its respective filing date, or, if amended, as of the date of the last amendment prior to the date of this Agreement, each Each Parent SEC Document (i) at the time filed, complied in all material respects with the requirements of the Xxxxxxxx-Xxxxx Act of 2002 (“SOX”) and the Exchange Act or the Securities Act, as the case may be, and the rules and regulations of the SEC promulgated thereunder applicable to such Parent SEC Document, Document and (ii) did not at the time it was filed (or if amended or superseded by a filing or amendment prior to the date of this Agreement, then at the time of such filing or amendment) contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading. (c) The . Each of the consolidated financial statements of Parent included in the Parent SEC Documents (including, in each case, any notes or schedules thereto) and all related compilations, reviews and other reports issued by Parent’s accountants with respect thereto (complied at the “Parent Financial Statements”), comply time it was filed as to form in all material respects with applicable accounting requirements and the published rules and regulations of the SEC with respect thereto. The Parent Financial Statements , was prepared in accordance with United States generally accepted accounting principles (“GAAP”) (except, in the case of unaudited statements, as permitted by Form 10-Q of the SEC) applied on a consistent basis during the periods involved (except as may be indicated in the notes thereto) and fairly present presented in all material respects the consolidated financial condition and the results of operations, cash flows and changes in stockholders’ equity position of Parent (on a and its consolidated basis) Subsidiaries as of the respective dates thereof and the consolidated results of their operations and cash flows for the periods referred to in the Parent Financial Statements, all in accordance with GAAP shown (except as otherwise noted therein), subject, in the case of interim Parent Financial Statementsunaudited statements, to normal year-end adjustments and audit adjustments). (c) Except (i) as reflected or reserved against in Parent’s consolidated audited balance sheet as of December 31, 2010 (or the absence of notes. No financial statements of any Person other than Parent and the Parent Subsidiaries are required by GAAP to be notes thereto) as included in the consolidated financial statements of Parent. Except as required Filed Parent SEC Documents and (ii) for liabilities and obligations incurred in connection with or contemplated by GAAP, Parent has not, between December 31, 2009 and the date of this Agreement, made neither Parent nor any Parent Subsidiary has any liabilities or adopted obligations of any material change nature (whether accrued, absolute, contingent or otherwise) that, individually or in its accounting methodsthe aggregate, practices have had or policies in effect on December 31, 2009would reasonably be expected to have a Parent Material Adverse Effect. (d) Parent is in compliance in all material respects with (i) the applicable provisions Each of the Xxxxxxxx-Xxxxx chief executive officer of Parent and the chief financial officer of Parent (or each former chief executive officer of Parent and each former chief financial officer of Parent, as applicable) has made all applicable certifications required by Rule 13a-14 or 15d-14 under the Exchange Act and Sections 302 and 906 of 2002 SOX with respect to the Parent SEC Documents, and (ii) the applicable listing statements contained in such certifications are true and corporate governance rules accurate. For purposes of this Agreement, “chief executive officer” and regulations “chief financial officer” shall have the meanings given to such terms in SOX. None of Parent or any of the NYSEParent Subsidiaries has outstanding, or has arranged any outstanding, “extensions of credit” to directors or executive officers within the meaning of Section 402 of SOX. (e) Parent has made available to the Company true maintains a system of “internal control over financial reporting” (as defined in Rules 13a-15(f) and complete copies of all written comment letters from the staff 15d-15(f) of the SEC received since January 1Exchange Act) sufficient to provide reasonable assurance (A) that transactions are recorded as necessary to permit preparation of financial statements in conformity with GAAP, 2008 relating to consistently applied, (B) that transactions are executed only in accordance with the Parent SEC Documents authorization of management and all written responses (C) regarding prevention or timely detection of Parent thereto other than with respect to requests for confidential treatment. There are no outstanding the unauthorized acquisition, use or unresolved comments in comment letters received from the SEC staff with respect to any Parent SEC Documents and, to the Knowledge disposition of Parent, none of the Parent SEC Documents (other than confidential treatment requests) is the subject of ongoing SEC review. There are no internal investigations, ’s properties or to the Knowledge of Parent, any SEC inquiries or investigations or other governmental inquiries or investigations pending or threatened, in each case regarding any accounting practices of Parentassets. (f) Parent has established and maintains The “disclosure controls and procedures and internal control over financial reporting procedures” (as such terms are defined in paragraphs (eRules 13a-15(e) and (f), respectively, of Rule 13a-15 and paragraph (e15d-15(e) of Rule 15d-15 under the Exchange Act) as required utilized by Rules 13a-15 and 15d-15 under the Exchange Act. Parent’s disclosure controls and procedures Parent are reasonably designed to ensure that all information (both financial and non-financial) required to be disclosed by 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 rules and forms of the SEC, SEC and that all such information required to be disclosed is accumulated and communicated to the management of Parent’s management , as appropriate appropriate, to allow timely decisions regarding required disclosure and to enable the chief executive officer and chief financial officer of Parent to make the certifications required pursuant under the Exchange Act with respect to Sections 302 and 906 such reports. (g) Neither Parent nor any of the XxxxxxxxParent Subsidiaries is a party to, or has any commitment to become a party to, any joint venture, off-Xxxxx Act. Parent’s management has completed an assessment balance sheet partnership or any similar Contract (including any Contract or arrangement relating to any transaction or relationship between or among Parent and any of the effectiveness of Parent’s disclosure controls Parent Subsidiaries, on the one hand, and procedures andany unconsolidated Affiliate, to including any structured finance, special purpose or limited purpose entity or Person, on the extent required by applicable Law, presented in any applicable Parent SEC Document that is a report on Form 10-K or Form 10-Qother hand, or any amendment thereto“off-balance-sheet arrangements” (as defined in Item 303(a) of Regulation S-K under the Exchange Act)), its conclusions about where the effectiveness result, purpose or intended effect of such Contract is to avoid disclosure of any material transaction involving, or material liabilities of, Parent or any of the disclosure controls and procedures as Parent Subsidiaries in Parent’s or such Parent Subsidiary’s published financial statements or other Parent SEC Documents. (h) Since January 1, 2009, none of Parent, Parent’s independent accountants, the Parent Board or the audit committee of the end Parent Board has received any oral or written notification of any (x) “significant deficiency” in the period covered by such report or amendment based on such evaluation. Based on Parent’s management’s most recently completed evaluation of Parent’s internal control controls over financial reporting prior to the date of this AgreementParent, (iy) Parent had no significant deficiencies or “material weaknesses weakness” in the design or operation of its internal control controls over financial reporting that would reasonably be expected to adversely affect Parent’s ability to record, process, summarize and report financial information and of Parent or (iiz) Parent does not have knowledge of any fraud, whether or not material, that involves management or other employees of Parent who have a significant role in Parent’s the internal control controls over financial reportingreporting of Parent. For purposes of this Agreement, the terms “significant deficiency” and “material weakness” shall have the meanings assigned to them in Auditing Standard No. 5 of the Public Company Accounting Oversight Board, as in effect on the date of this Agreement. (gi) Parent and None of the Parent Subsidiaries do not have is, or has at any material liabilities time since January 1, 2009 been, subject to the reporting requirements of Section 13(a) or obligations 15(d) of a nature required by GAAP to be reflected on a consolidated balance sheet of Parent or in the notes thereto that would reasonably be expected to haveExchange Act, individually or in the aggregateother than Qwest Corporation and, a Parent Material Adverse Effectuntil April 14, except (i) as disclosed2011, reflected or reserved against in the most recent audited balance sheet included in the Parent Financial Statements or the notes thereto, (ii) for liabilities and obligations incurred in the Ordinary Course of Business and (iii) for liabilities and obligations arising out of or in connection with this Agreement or the Transactions.Qwest Communications International Inc.

SEC Documents; Undisclosed Liabilities. (a) Parent The Company has filed or furnished all required reports, schedules, forms, statements and other documents required to be filed or furnished by Parent with the SEC under the Securities Act or the Exchange Act since December 31January 26, 2009 2002 (the “Parent "Company SEC Documents”"). (b) . As of its respective filing date, or, if amended, as of the date of the last amendment prior to the date of this Agreement, each Parent Company SEC Document complied in all material respects with the requirements of the Exchange Securities Act of 1933, as amended (the "Securities Act") or the Securities Exchange Act, as the case may be, and the rules and regulations of the SEC promulgated thereunder applicable to such Parent Company SEC DocumentDocuments, 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 in order to make the statements thereintherein (other than in the case of registration statements of the Company filed under the Securities Act, in light of the circumstances under which they were made, ) not misleading. (c) , except to the extent that such Company SEC Document has been modified or superseded by a later filed Company SEC Document. The consolidated financial statements of Parent the Company included in the Parent SEC Documents Company's (includingi) annual report on Form 10-K for the fiscal year ended January 25, in each case2003 and (ii) quarterly report on Form 10-Q for the quarterly period ended April 26, any notes or schedules thereto) and all related compilations2003, reviews and other reports issued by Parent’s accountants with respect thereto (complied at the “Parent Financial Statements”), comply time they were filed as to form in all material respects with applicable accounting requirements and the published rules and regulations of the SEC with respect thereto. The Parent Financial Statements , have been prepared in accordance with generally accepted accounting principles in the United States ("GAAP") (except, in the case of unaudited statements, as permitted by Form 10-Q of the SEC) applied on a consistent basis during the periods involved (except as may be indicated in the notes thereto) and each fairly present presented in all material respects the consolidated financial condition and position of the results of operations, cash flows and changes in stockholders’ equity of Parent (on a consolidated basis) Company as of the respective dates thereof and the consolidated results of its operations and cash flows for the periods referred to in the Parent Financial Statements, all in accordance with GAAP then ended (except as otherwise noted therein), subject, in the case of interim Parent Financial Statementsunaudited statements, to normal year-end adjustments and audit adjustments). Except for liabilities incurred in connection with the absence transactions contemplated by this Agreement or in the ordinary course of notes. No financial statements business since the date of the most recent balance sheet included in the Company SEC Documents, neither the Company nor any Company Subsidiary has any liabilities or obligations of any Person other than Parent and the Parent Subsidiaries are nature (whether accrued, absolute, contingent or otherwise) required by GAAP to be included in the consolidated financial statements of Parent. Except as required by GAAP, Parent has not, between December 31, 2009 and the date of this Agreement, made or adopted any material change in its accounting methods, practices or policies in effect on December 31, 2009. (d) Parent is in compliance in all material respects with (i) the applicable provisions of the Xxxxxxxx-Xxxxx Act of 2002 and (ii) the applicable listing and corporate governance rules and regulations of the NYSE. (e) Parent has made available to the Company true and complete copies of all written comment letters from the staff of the SEC received since January 1, 2008 relating to the Parent SEC Documents and all written responses of Parent thereto other than with respect to requests for confidential treatment. There are no outstanding or unresolved comments in comment letters received from the SEC staff with respect to any Parent SEC Documents and, to the Knowledge of Parent, none of the Parent SEC Documents (other than confidential treatment requests) is the subject of ongoing SEC review. There are no internal investigations, or to the Knowledge of Parent, any SEC inquiries or investigations or other governmental inquiries or investigations pending or threatened, in each case regarding any accounting practices of Parent. (f) Parent has established and maintains disclosure controls and procedures and internal control over financial reporting (as such terms are defined in paragraphs (e) and (f), respectively, of Rule 13a-15 and paragraph (e) of Rule 15d-15 under the Exchange Act) as required by Rules 13a-15 and 15d-15 under the Exchange Act. Parent’s disclosure controls and procedures are designed to ensure that all information (both financial and non-financial) required to be disclosed by Parent 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 required pursuant to Sections 302 and 906 of the Xxxxxxxx-Xxxxx Act. 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. Based on Parent’s management’s most recently completed evaluation of Parent’s internal control over financial reporting prior to the date of this Agreement, (i) Parent had no significant deficiencies or material weaknesses in the design or operation of its internal control over financial reporting that would reasonably be expected to adversely affect Parent’s ability to record, process, summarize and report financial information and (ii) Parent does not have knowledge of any fraud, whether or not material, that involves management or other employees who have a significant role in Parent’s internal control over financial reporting. (g) Parent and the Parent Subsidiaries do not have any material liabilities or obligations of a nature required by GAAP to be reflected set forth on a consolidated balance sheet of Parent the Company or in the notes thereto that would reasonably be expected to havewhich, individually or in the aggregate, would have a Parent Company Material Adverse Effect, except (i) as disclosed, reflected or reserved against in . None of the most recent audited balance sheet included in Company Subsidiaries is subject to the Parent Financial Statements or informational reporting requirements of Section 13 of the notes thereto, (ii) for liabilities and obligations incurred in the Ordinary Course of Business and (iii) for liabilities and obligations arising out of or in connection with this Agreement or the TransactionsExchange Act.

SEC Documents; Undisclosed Liabilities. (a) Parent Since January 1, 1995, the Company has filed or furnished all required reports, schedules, forms, statements and other documents required to be filed or furnished by Parent (including exhibits and all other information incorporated therein) with the SEC under the Securities Act or the Exchange Act since December 31, 2009 (the “Parent "Company SEC Documents”"). (b) . As of its their respective filing datedates, or, if amended, as of the date of the last amendment prior to the date of this Agreement, each Parent Company SEC Document Documents complied in all material respects with the requirements of the Exchange Securities Act of 1933, as amended (the "Securities Act"), or the Securities Exchange Act, as the case may be, and the rules and regulations of the SEC promulgated thereunder applicable to such Parent Company SEC DocumentDocuments, and did not contain no Company SEC Document when filed (as amended and restated and as supplemented by subsequently filed Company SEC Documents) contained any untrue statement of a material fact or omit omitted to state a material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading. (c) . The consolidated financial statements of Parent the Company included in the Parent Company SEC Documents (including, in each case, any notes or schedules thereto) and all related compilations, reviews and other reports issued by Parent’s accountants with respect thereto (the “Parent Financial Statements”), comply complied as to form form, as of their respective dates of filing with the SEC, in all material respects with applicable accounting requirements and the published rules and regulations of the SEC with respect thereto. The Parent Financial Statements fairly present in all material respects the financial condition and the results of operations, cash flows and changes in stockholders’ equity of Parent (on a consolidated basis) as of the respective dates of and for the periods referred to in the Parent Financial Statements, all have been prepared in accordance with GAAP (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 otherwise noted therein), may be indicated in the notes thereto) and fairly present the consolidated financial position of the Company and its consolidated subsidiaries as of the dates thereof and the consolidated results of their operations and cash flows for the periods then ended (subject, in the case of interim Parent Financial Statementsunaudited statements, to normal year-end adjustments and the absence of notes. No financial statements of any Person other than Parent and the Parent Subsidiaries are required by GAAP to be included in the consolidated financial statements of Parentaudit adjustments). Except as required by GAAP, Parent has not, between December 31, 2009 and the date of this Agreement, made or adopted any material change in its accounting methods, practices or policies in effect on December 31, 2009. (d) Parent is in compliance in all material respects with (i) the applicable provisions of the Xxxxxxxx-Xxxxx Act of 2002 and (ii) the applicable listing and corporate governance rules and regulations of the NYSE. (e) Parent has made available to the Company true and complete copies of all written comment letters from the staff of the SEC received since January 1, 2008 relating to the Parent SEC Documents and all written responses of Parent thereto other than with respect to requests for confidential treatment. There are no outstanding or unresolved comments as reflected in comment letters received from the SEC staff with respect to any Parent SEC Documents and, to the Knowledge of Parent, none of the Parent SEC Documents (other than confidential treatment requests) is the subject of ongoing SEC review. There are no internal investigations, or to the Knowledge of Parent, any SEC inquiries or investigations or other governmental inquiries or investigations pending or threatened, in each case regarding any accounting practices of Parent. (f) Parent has established and maintains disclosure controls and procedures and internal control over such financial reporting (as such terms are defined in paragraphs (e) and (f), respectively, of Rule 13a-15 and paragraph (e) of Rule 15d-15 under the Exchange Act) as required by Rules 13a-15 and 15d-15 under the Exchange Act. Parent’s disclosure controls and procedures are designed to ensure that all information (both financial and non-financial) required to be disclosed by Parent 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 required pursuant to Sections 302 and 906 of the Xxxxxxxx-Xxxxx Act. 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. Based on Parent’s management’s most recently completed evaluation of Parent’s internal control over financial reporting prior to the date of this Agreement, (i) Parent had no significant deficiencies or material weaknesses in the design or operation of its internal control over financial reporting that would reasonably be expected to adversely affect Parent’s ability to record, process, summarize and report financial information and (ii) Parent does not have knowledge of any fraud, whether or not material, that involves management or other employees who have a significant role in Parent’s internal control over financial reporting. (g) Parent and the Parent Subsidiaries do not have any material liabilities or obligations of a nature required by GAAP to be reflected on a consolidated balance sheet of Parent statements or in the notes thereto that would reasonably be expected to haveor (ii) for liabilities incurred in connection with this Agreement or the transactions contemplated hereby, neither the Company nor any of its subsidiaries has any liabilities or obligations of any nature which, individually or in the aggregate, would have a Parent Material Adverse Effect, except (i) as disclosed, reflected or reserved against in material adverse effect on the most recent audited balance sheet included in the Parent Financial Statements or the notes thereto, (ii) for liabilities and obligations incurred in the Ordinary Course of Business and (iii) for liabilities and obligations arising out of or in connection with this Agreement or the TransactionsCompany.

SEC Documents; Undisclosed Liabilities. (a) The Parent has filed or furnished all required reports, schedules, forms, statements and other documents required to be filed or furnished by Parent (including exhibits and all other information incorporated therein) with the SEC under the Securities Act or the Exchange Act since December 31, 2009 2002 (the “"Parent SEC Documents”"). (b) . As of its their respective filing datedates, or, if amended, as of the date of the last amendment prior to the date of this Agreement, each Parent SEC Document Documents complied in all material respects with the requirements of the Exchange Securities Act or the Securities Exchange Act, as the case may be, and the rules and regulations none of the Parent SEC promulgated thereunder applicable to such Documents when filed (and if amended or superseded in a Parent SEC Document, and did not contain then on the date of such filing) contained any untrue statement of a material fact or omit omitted to state a material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading. Except to the extent that information contained in a Parent SEC Document has been revised or superseded in a Parent SEC Document, none of the Parent SEC Documents contains any untrue statement of a material fact or omits to state any material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading. (cb) The consolidated financial statements of the Parent included in the Parent SEC Documents (including, in each case, any notes or schedules thereto) and all related compilations, reviews and other reports issued by Parent’s accountants with respect thereto (the “Parent Financial Statements”), comply as to form form, as of their respective dates of filing with the SEC, in all material respects with applicable accounting requirements and the published rules and regulations Accounting Rules, have been prepared in accordance with GAAP (except, in the case of unaudited statements, as permitted by Form 10-Q of the SEC with respect SEC) applied on a consistent basis during the periods involved (except as may be indicated in the notes thereto. The Parent Financial Statements ) and fairly present in all material respects the consolidated financial condition position of the Parent and the results of operations, cash flows and changes in stockholders’ equity of Parent (on a its consolidated basis) Subsidiaries as of the respective dates thereof and the consolidated results of their operations and cash flows for the periods referred to in the Parent Financial Statements, all in accordance with GAAP then ended (except as otherwise noted therein), subject, in the case of interim Parent Financial Statementsunaudited statements, to normal non-material recurring year-end adjustments and the absence of notes. No financial statements of any Person other than Parent and the Parent Subsidiaries are required by GAAP to be included in the consolidated financial statements of Parent. Except as required by GAAP, Parent has not, between December 31, 2009 and the date of this Agreement, made or adopted any material change in its accounting methods, practices or policies in effect on December 31, 2009audit adjustments). (dc) Parent is in compliance in all material respects with Except (i) as reflected in the applicable provisions of the Xxxxxxxx-Xxxxx Act of 2002 and (ii) the applicable listing and corporate governance rules and regulations of the NYSE. (e) Parent has made available to the Company true and complete copies of all written comment letters from the staff of the SEC received since January 1, 2008 relating to financial statements included in the Parent SEC Documents and all written responses of Parent thereto other than with respect to requests for confidential treatment. There are no outstanding or unresolved comments in comment letters received from the SEC staff with respect to any Parent SEC Documents and, to the Knowledge of Parent, none of the Parent SEC Documents (other than confidential treatment requests) is the subject of ongoing SEC review. There are no internal investigations, or to the Knowledge of Parent, any SEC inquiries or investigations or other governmental inquiries or investigations pending or threatened, in each case regarding any accounting practices of Parent. (f) Parent has established and maintains disclosure controls and procedures and internal control over financial reporting (as such terms are defined in paragraphs (e) and (f), respectively, of Rule 13a-15 and paragraph (e) of Rule 15d-15 under the Exchange Act) as required by Rules 13a-15 and 15d-15 under the Exchange Act. Parent’s disclosure controls and procedures are designed to ensure that all information (both financial and non-financial) required to be disclosed by Parent 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 required pursuant to Sections 302 and 906 of the Xxxxxxxx-Xxxxx Act. 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. Based on Parent’s management’s most recently completed evaluation of Parent’s internal control over financial reporting prior to the date of this Agreement, (i) Parent had no significant deficiencies or material weaknesses in the design or operation of its internal control over financial reporting that would reasonably be expected to adversely affect Parent’s ability to record, process, summarize and report financial information and (ii) Parent does not have knowledge of any fraud, whether or not material, that involves management or other employees who have a significant role in Parent’s internal control over financial reporting. (g) Parent and the Parent Subsidiaries do not have any material liabilities or obligations of a nature required by GAAP to be reflected on a consolidated balance sheet of Parent or in the notes thereto that would reasonably be expected to haveor (ii) for liabilities incurred in connection with this Agreement, the Merger or the performance of duties and transactions provided herein, neither the Parent nor any of its Subsidiaries has any liabilities or obligations of any nature (whether accrued, absolute, contingent or otherwise) which, individually or in the aggregate, would reasonably be expected to have a Parent Material Adverse Effect, except (i) as disclosed, reflected or reserved against in Effect on the most recent audited balance sheet included in the Parent Financial Statements or the notes thereto, (ii) for liabilities and obligations incurred in the Ordinary Course of Business and (iii) for liabilities and obligations arising out of or in connection with this Agreement or the TransactionsParent.

SEC Documents; Undisclosed Liabilities. (a) Since December 31, 2017, Parent has filed or furnished with the SEC all forms, registration statements, reports, schedules, forms, schedules and statements and other documents required to be filed or furnished by Parent with the SEC under the Securities Act or the Exchange Act since December 31and the Securities Act. At the time filed (or, 2009 in the case of registration statements, solely on the dates of effectiveness) (except to the “extent amended by a subsequently Filed Parent SEC Documents”). (b) As of its respective filing date, or, if amended, as of the date of the last amendment Document prior to the date of this Agreement, in which case as of the date of such amendment), each Filed Parent SEC Document complied in all material respects with the applicable requirements of the Exchange Act or and the Securities Act, as the case may be, and the rules and regulations of the SEC promulgated thereunder applicable to such Parent SEC Document, be and did not contain any untrue statement of a material fact fact, or omit to state a material fact required to be stated therein or necessary in order to make the statements thereinmade, in light of the circumstances under which they were made, not misleading. (cb) The audited consolidated financial statements of Parent included in and the Parent SEC Documents unaudited quarterly financial statements (including, in each case, any the notes or schedules thereto) and all related compilations, reviews and other reports issued by Parent’s accountants with respect thereto of Parent included in the Filed Parent SEC Documents (the “Parent Financial Statements”), comply i) complied as to form in all material respects with applicable accounting requirements and the published rules and regulations of the SEC with respect thereto. The Parent Financial Statements , (ii) have been prepared in all material respects in accordance with GAAP (except, in the case of unaudited quarterly statements, as permitted by Form 10-Q of the SEC or other rules and regulations of the SEC) applied in all material respects on a consistent basis during the periods involved (except as may be indicated in the notes thereto) and (iii) fairly present in all material respects the consolidated financial condition and the results of operations, cash flows and changes in stockholders’ equity position of Parent (on a and its consolidated basis) Subsidiaries as of the respective dates thereof and the consolidated results of their operations and cash flows for the periods referred to in the Parent Financial Statements, all in accordance with GAAP covered thereby (except as otherwise noted therein), subject, in the case of interim Parent Financial Statementsunaudited quarterly statements, to normal year-end adjustments adjustments). (c) Except as reflected or reserved against in the consolidated balance sheet of Parent, as of December 31, 2018, or the notes thereto, included in the Filed Parent SEC Documents (such balance sheet and the absence of notes. No financial statements of any Person other than notes thereto, the “Parent Balance Sheet”), Parent and the Parent Subsidiaries are required by GAAP to be included do not have any liability or obligation of any nature (whether accrued, absolute, contingent or otherwise) other than (i) liabilities or obligations incurred in the consolidated financial statements ordinary course of Parent. Except as required by GAAP, Parent has not, between December 31, 2009 and business since the date of this Agreementthe Parent Balance Sheet (other than any liability for breaches of Contract or relating to any Proceeding), made or adopted any material change in its accounting methods, practices or policies in effect on December 31, 2009. (d) Parent is in compliance in all material respects with (i) the applicable provisions of the Xxxxxxxx-Xxxxx Act of 2002 and (ii) liabilities or obligations not required to be disclosed in a consolidated balance sheet of Parent or in the applicable listing notes thereto prepared in accordance with GAAP and corporate governance the rules and regulations of the NYSESEC applicable thereto, (iii) liabilities or obligations incurred in connection with the transactions contemplated hereby and (iv) liabilities or obligations that would not reasonably be expected, individually or in the aggregate, to have a Parent Material Adverse Effect. (e) Parent has made available to the Company true and complete copies of all written comment letters from the staff of the SEC received since January 1, 2008 relating to the Parent SEC Documents and all written responses of Parent thereto other than with respect to requests for confidential treatment. There are no outstanding or unresolved comments in comment letters received from the SEC staff with respect to any Parent SEC Documents and, to the Knowledge of Parent, none of the Parent SEC Documents (other than confidential treatment requests) is the subject of ongoing SEC review. There are no internal investigations, or to the Knowledge of Parent, any SEC inquiries or investigations or other governmental inquiries or investigations pending or threatened, in each case regarding any accounting practices of Parent. (fd) Parent has established and maintains disclosure controls and procedures and a system of internal control over financial reporting (as such terms are defined in paragraphs (e) and (f), respectively, of Rule 13a-15 and paragraph (e) of Rule 15d-15 under the Exchange Act) as required by Rules 13a-15 and 15d-15 under the Exchange Act. Parent’s disclosure controls and procedures are designed to ensure that all information (both financial and non-financial) required to be disclosed by Parent in From 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 date 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 required pursuant to Sections 302 and 906 of the Xxxxxxxx-Xxxxx Act. Parent’s management has completed an assessment of the effectiveness filing 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 Annual Report on Form 10-K or Form 10-Qfor the fiscal year ended December 31, or any amendment thereto, its conclusions about the effectiveness of the disclosure controls and procedures as of the end of the period covered by such report or amendment based on such evaluation. Based on Parent’s management’s most recently completed evaluation of Parent’s internal control over financial reporting prior 2018 to the date of this Agreement, Parent’s auditors and the Parent Board have not been advised of (i) Parent had no any significant deficiencies or material weaknesses in the design or operation of its internal control over financial reporting that would which are reasonably be expected likely to adversely affect Parent’s ability to record, process, summarize and report financial information and or (ii) Parent does not have knowledge of any fraud, whether or not material, that involves management or other employees who have a significant role in Parent’s internal control over financial reporting. (ge) The Filed Parent SEC Documents accurately summarize, in all material respects, the outstanding Derivative Transaction positions of Parent and the Parent Subsidiaries do not have any material liabilities or obligations of a nature required by GAAP Subsidiaries, including Hydrocarbon and financial Derivative Transaction positions attributable to be reflected on a consolidated balance sheet the production and marketing activities of Parent or in the notes thereto that would reasonably be expected to have, individually or in the aggregate, a Parent Material Adverse Effect, except (i) as disclosed, reflected or reserved against in the most recent audited balance sheet included in and the Parent Financial Statements or Subsidiaries, as of the notes thereto, (ii) for liabilities and obligations incurred in the Ordinary Course of Business and (iii) for liabilities and obligations arising out of or in connection with this Agreement or the Transactionsdates reflected therein.

SEC Documents; Undisclosed Liabilities. (a) Parent The Company has filed or furnished all required reports, schedules, forms, forms and registration statements and other documents required to be filed or furnished by Parent with the SEC under the Securities Act or the Exchange Act since December 31January 1, 2009 2001 (collectively, and in each case including all exhibits, schedules, and amendments thereto and documents incorporated by reference therein, the “Parent SEC Documents”). (b. Except as set forth in Section 3.5(a) As of its respective filing date, or, if amendedthe Company Disclosure Schedule, as of their respective dates, the date of the last amendment prior to the date of this Agreement, each Parent SEC Document Documents complied in all material respects with the requirements of the Exchange Securities Act of 1933, as amended (the “Securities Act”), or the Securities Exchange Act, as the case may be, and the rules and regulations of the SEC promulgated thereunder applicable to such Parent SEC DocumentDocuments, and did not contain none of the SEC Documents (including any and all financial statements included therein) as of such dates contained any untrue statement of a material fact or omit omitted to state a material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading. The Company has previously delivered (except to the extent such filings are publicly available on the XXXXX system) to Parent each registration statement, report, proxy statement or information statement (other than preliminary materials) filed by Company with the SEC since January 1, 2001, each in the form (including exhibits and any amendments thereto) filed with the SEC prior to the date hereof. (cb) The consolidated financial statements of Parent the Company included in the Parent SEC Documents (including, in each case, any notes or schedules thereto) and all related compilations, reviews and other reports issued by Parent’s accountants with respect thereto (the “Parent Financial Statements”), comply as to form in all material respects with applicable accounting requirements and the published rules and regulations of the SEC with respect thereto. The Parent Financial Statements , have been prepared in accordance with generally accepted accounting principles (“GAAP”) (except, in the case of unaudited consolidated quarterly statements, as permitted by Form 10-Q of the SEC) applied on a consistent basis during the periods involved (except as may be indicated otherwise in the notes thereto) and fairly present in all material respects the consolidated financial condition position of the Company and the results of operations, cash flows and changes in stockholders’ equity of Parent (on a its consolidated basis) Subsidiaries as of the respective dates thereof and the consolidated results of their operations and cash flows for the periods referred to in the Parent Financial Statements, all in accordance with GAAP then ended (except as otherwise noted therein), subject, in the case of interim Parent Financial Statementsunaudited quarterly statements, to normal year-end adjustments and audit adjustments). Since January 1, 2001, the absence Company has not received notice from the SEC or any other Governmental Entity that any of notes. No financial statements its accounting policies or practices are the subject of any Person review, inquiry, investigation or challenge other than Parent comments from the SEC on Company filings which comments have either been satisfied or withdrawn by the SEC. (c) Since July 25, 2003, neither the Company nor any of its consolidated Subsidiaries has incurred any liabilities or obligations of any nature (whether accrued, absolute, contingent or otherwise and whether due or to become due) except (i) as and to the Parent extent set forth on the audited balance sheet of the Company and its consolidated Subsidiaries are required by GAAP to be as of July 25, 2003 (including the notes thereto) included in the consolidated financial statements of Parent. Except as required by GAAPSEC Documents, Parent has not, between December 31, 2009 and the date of this Agreement, made or adopted any material change in its accounting methods, practices or policies in effect on December 31, 2009. (d) Parent is in compliance in all material respects with (i) the applicable provisions of the Xxxxxxxx-Xxxxx Act of 2002 and (ii) as incurred after July 25, 2003 in the applicable listing ordinary course of business and corporate governance rules and regulations of the NYSE. consistent with past practice, (e) Parent has made available to the Company true and complete copies of all written comment letters from the staff of the SEC received since January 1, 2008 relating to the Parent SEC Documents and all written responses of Parent thereto other than with respect to requests for confidential treatment. There are no outstanding or unresolved comments in comment letters received from the SEC staff with respect to any Parent SEC Documents and, to the Knowledge of Parent, none of the Parent SEC Documents (other than confidential treatment requests) is the subject of ongoing SEC review. There are no internal investigations, or to the Knowledge of Parent, any SEC inquiries or investigations or other governmental inquiries or investigations pending or threatened, in each case regarding any accounting practices of Parent. (f) Parent has established and maintains disclosure controls and procedures and internal control over financial reporting (as such terms are defined in paragraphs (e) and (f), respectively, of Rule 13a-15 and paragraph (e) of Rule 15d-15 under the Exchange Actiii) as required by Rules 13a-15 and 15d-15 under the Exchange Act. Parent’s disclosure controls and procedures are designed to ensure that all information (both financial and non-financial) required to be disclosed by Parent described 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 ParentCompany’s management as appropriate to allow timely decisions regarding required disclosure and to make the certifications required pursuant to Sections 302 and 906 of the Xxxxxxxx-Xxxxx Act. 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 quarterly report on Form 10-K or Form 10-QQ filed on March 5, 2004 (the “Recent SEC Documents”), or any amendment thereto, its conclusions about the effectiveness of the disclosure controls and procedures (iv) as of the end of the period covered by such report or amendment based on such evaluation. Based on Parent’s management’s most recently completed evaluation of Parent’s internal control over financial reporting prior to the date of this Agreement, (i) Parent had no significant deficiencies or material weaknesses in the design or operation of its internal control over financial reporting that would reasonably be expected to adversely affect Parent’s ability to record, process, summarize and report financial information and (ii) Parent does not have knowledge of any fraud, whether or not material, that involves management or other employees who have a significant role in Parent’s internal control over financial reporting. (g) Parent and the Parent Subsidiaries do not have any material liabilities or obligations of a nature required by GAAP to be reflected on a consolidated balance sheet of Parent or in the notes thereto that would reasonably be expected to have, individually or in the aggregate, a Parent Company Material Adverse Effect. The Company has not been a party to any securitization transactions or “off-balance sheet arrangements” (as defined in Item 303 of Regulation S-K of the Exchange Act) at any time since January 1, except 2001. (id) The Company has not filed any report with the SEC, Nasdaq, or any other securities regulatory authority or any securities exchange or other self regulatory authority that, as disclosedof the date of this Agreement, reflected remains confidential. (e) The principal executive officer of Company and the principal financial officer of Company (and each former principal executive officer or reserved against principal financial officer of Company) have made the certifications required by Sections 302 and 906 of the Xxxxxxxx-Xxxxx Act of 2002 (the “Xxxxxxxx-Xxxxx Act”), and the rules and regulations of the SEC promulgated thereunder with respect to the SEC Documents filed since such certifications have been required. For purposes of the preceding sentence, “principal executive officer” and “principal financial officer” shall have the meanings given to such terms in the most recent audited balance sheet included in Xxxxxxxx-Xxxxx Act. (f) The Company maintains disclosure controls and procedures required by Rule 13a-15 or 15d-15 under the Parent Financial Statements or Exchange Act; such controls and procedures are effective to ensure that all material information concerning the notes thereto, (ii) Company and its Subsidiaries is made known on a timely basis to the individuals responsible for liabilities the preparation of Company’s filings with the SEC and obligations incurred in the Ordinary Course of Business and (iii) for liabilities and obligations arising out of or in connection with this Agreement or the Transactionsother public disclosure documents.

SEC Documents; Undisclosed Liabilities. (a) Since January 1, 2016, Parent has filed or furnished with the SEC all forms, registration statements, reports, schedules, forms, schedules and statements and other documents required to be filed or furnished by Parent with the SEC under the Securities Exchange Act or the Exchange Act since December 31Securities Act. At the time filed (or, 2009 in the case of registration statements, solely on the dates of effectiveness) (except to the “extent amended by a subsequently Filed Parent SEC Documents”). (b) As of its respective filing date, or, if amended, as of the date of the last amendment Document prior to the date of this Agreement, in which case as of the date of such amendment), each Filed Parent SEC Document complied in all material respects with the applicable requirements of the Exchange Act or and the Securities Act, as the case may be, and the rules and regulations of the SEC promulgated thereunder applicable to such Parent SEC Document, be and did not contain any untrue statement of a material fact fact, or omit to state a material fact required to be stated therein or necessary in order to make the statements thereinmade, in light of the circumstances under which they were made, not misleading. (cb) The audited consolidated financial statements of Parent included in and the Parent SEC Documents unaudited quarterly financial statements (including, in each case, any the notes or schedules thereto) and all related compilations, reviews and other reports issued by Parent’s accountants with respect thereto of Parent included in the Filed Parent SEC Documents (the “Parent Financial Statements”), comply i) complied as to form in all material respects with applicable accounting requirements and the published rules and regulations of the SEC with respect thereto. The Parent Financial Statements , (ii) have been prepared in all material respects in accordance with GAAP (except, in the case of unaudited quarterly statements, as permitted by Form 10-Q of the SEC or other rules and regulations of the SEC) applied in all material respects on a consistent basis during the periods involved (except as may be indicated in the notes thereto) and (iii) fairly present in all material respects the consolidated financial condition and the results of operations, cash flows and changes in stockholders’ equity position of Parent (on a and its consolidated basis) subsidiaries as of the respective dates thereof and the consolidated results of their operations and cash flows for the periods referred to in the Parent Financial Statements, all in accordance with GAAP covered thereby (except as otherwise noted therein), subject, in the case of interim Parent Financial Statementsunaudited quarterly statements, to normal year-end adjustments adjustments). (c) Except as reflected or reserved against in the consolidated balance sheet of Parent, as of September 30, 2017, or the notes thereto, included in the Filed Parent SEC Documents (such balance sheet and the absence of notes. No financial statements of any Person other than notes thereto, the “Parent Balance Sheet”), Parent and the Parent Subsidiaries are required by GAAP to be included do not have any liability or obligation of any nature (whether accrued, absolute, contingent or otherwise) other than (i) liabilities or obligations incurred in the consolidated financial statements ordinary course of Parent. Except as required by GAAP, Parent has not, between December 31, 2009 and business since the date of this Agreementthe Parent Balance Sheet, made or adopted any material change in its accounting methods, practices or policies in effect on December 31, 2009. (d) Parent is in compliance in all material respects with (i) the applicable provisions of the Xxxxxxxx-Xxxxx Act of 2002 and (ii) liabilities or obligations not required to be disclosed in a consolidated balance sheet of Parent or in the applicable listing notes thereto prepared in accordance with GAAP and corporate governance the rules and regulations of the NYSESEC applicable thereto, (iii) liabilities or obligations incurred in connection with the transactions contemplated hereby, (iv) incurrence of Indebtedness under existing credit facilities or extensions, renewals or refinancings of existing Indebtedness, (v) obligations of Parent or any Parent Subsidiary to Parent or any Parent Subsidiary, and (vi) liabilities or obligations that would not reasonably be expected to, individually or in the aggregate, have a Parent Material Adverse Effect. (e) Parent has made available to the Company true and complete copies of all written comment letters from the staff of the SEC received since January 1, 2008 relating to the Parent SEC Documents and all written responses of Parent thereto other than with respect to requests for confidential treatment. There are no outstanding or unresolved comments in comment letters received from the SEC staff with respect to any Parent SEC Documents and, to the Knowledge of Parent, none of the Parent SEC Documents (other than confidential treatment requests) is the subject of ongoing SEC review. There are no internal investigations, or to the Knowledge of Parent, any SEC inquiries or investigations or other governmental inquiries or investigations pending or threatened, in each case regarding any accounting practices of Parent. (fd) Parent has established and maintains disclosure controls and procedures and a system of internal control over financial reporting (as such terms are defined in paragraphs (e) and (f), respectively, of Rule 13a-15 and paragraph (e) of Rule 15d-15 under the Exchange Act) as required by Rules 13a-15 and 15d-15 under the Exchange Act. Parent’s disclosure controls and procedures are designed to ensure that all information (both financial and non-financial) required to be disclosed by Parent in From 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 date 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 required pursuant to Sections 302 and 906 of the Xxxxxxxx-Xxxxx Act. Parent’s management has completed an assessment of the effectiveness filing 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 Annual Report on Form 10-K or Form 10-Qfor the fiscal year ended December 31, or any amendment thereto, its conclusions about the effectiveness of the disclosure controls and procedures as of the end of the period covered by such report or amendment based on such evaluation. Based on Parent’s management’s most recently completed evaluation of Parent’s internal control over financial reporting prior 2016 to the date of this Agreement, Parent’s auditors and the Parent Board have not been advised of (i) Parent had no any significant deficiencies or material weaknesses in the design or operation of its internal control over financial reporting that would which are reasonably be expected likely to adversely affect Parent’s ability to record, process, summarize and report financial information and or (ii) Parent does not have knowledge of any fraud, whether or not material, that involves management or other employees who have a significant role in Parent’s internal control over financial reporting. (g) Parent and the Parent Subsidiaries do not have any material liabilities or obligations of a nature required by GAAP to be reflected on a consolidated balance sheet of Parent or in the notes thereto that would reasonably be expected to have, individually or in the aggregate, a Parent Material Adverse Effect, except (i) as disclosed, reflected or reserved against in the most recent audited balance sheet included in the Parent Financial Statements or the notes thereto, (ii) for liabilities and obligations incurred in the Ordinary Course of Business and (iii) for liabilities and obligations arising out of or in connection with this Agreement or the Transactions.

SEC Documents; Undisclosed Liabilities. (ai) Parent has filed filed, or furnished furnished, as applicable, all required reports, schedules, forms, registration statements and other documents required to be filed or furnished by Parent with the SEC under the Securities Act or the Exchange Act since December 31February 12, 2009 2007 (the “Parent SEC Documents”). (b) . As of its their respective dates of filing date, with the SEC (or, if amendedamended or superseded by a filing prior to the date hereof, as of the date of such filing), the last amendment prior to the date of this Agreement, each Parent SEC Document Documents complied in all material respects with the requirements of the Exchange Securities Act or the Securities Exchange Act, as the case may be, and the rules and regulations of the SEC promulgated thereunder applicable to such Parent SEC DocumentDocuments, and did not contain 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 in order to make the statements therein, in light of the circumstances under which they were made, not misleading. (c) . The consolidated financial statements of Parent included in the Parent SEC Documents (including, in each case, any notes or schedules thereto) and all related compilations, reviews and other reports issued by Parent’s accountants with respect thereto (the “Parent Financial Statements”), comply complied as to form 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. The Parent Financial Statements thereto and, (except, in the case of unaudited statements, as permitted by Form 10-QSB of the SEC), have been prepared in accordance with generally accepted accounting principles applied on a consistent basis during the periods involved (except as may be disclosed therein) and fairly present in all material respects the consolidated financial condition position of Parent and its consolidated Subsidiaries and the consolidated results of operations, cash flows and changes in stockholders’ equity and cash flows of Parent (on a consolidated basis) such companies as of the respective dates of and for the periods referred shown. Except for any comments issued on the Parent’s Registration Statement on Form SB-2 filed with the SEC on May 16, 2007, there are no outstanding comments from the Staff of the SEC with respect to any of the Parent SEC Documents. (ii) Except for (A) those liabilities that are fully reflected or reserved for in the consolidated balance sheet of Parent as of June 30, 2007 included in the financial statements of Parent included in its Quarterly Report on Form 10-QSB for the fiscal quarter ended June 30, 2007, as filed with the SEC prior to the date of this Agreement (the “Parent Financial Statements”), (B) liabilities incurred since June 30, 2007 in the ordinary course of business consistent with past practice, (C) liabilities which were not required to be set forth in the last consolidated balance sheet of Parent included in the Parent Financial Statements, all in accordance with GAAP (except as otherwise noted therein), subject, in D) liabilities incurred pursuant to the case of interim Parent Financial Statements, to normal year-end adjustments and the absence of notes. No financial statements of any Person other than Parent and the Parent Subsidiaries are required transactions contemplated by GAAP to be included in the consolidated financial statements of Parent. Except as required by GAAP, Parent has not, between December 31, 2009 and the date of this Agreement, made (E) liabilities or adopted any material change obligations discharged or paid in its accounting methods, practices or policies in effect on December 31, 2009. (d) Parent is in compliance in all material respects with (i) the applicable provisions of the Xxxxxxxx-Xxxxx Act of 2002 and (ii) the applicable listing and corporate governance rules and regulations of the NYSE. (e) Parent has made available to the Company true and complete copies of all written comment letters from the staff of the SEC received since January 1, 2008 relating to the Parent SEC Documents and all written responses of Parent thereto other than with respect to requests for confidential treatment. There are no outstanding or unresolved comments in comment letters received from the SEC staff with respect to any Parent SEC Documents and, to the Knowledge of Parent, none of the Parent SEC Documents (other than confidential treatment requests) is the subject of ongoing SEC review. There are no internal investigations, or to the Knowledge of Parent, any SEC inquiries or investigations or other governmental inquiries or investigations pending or threatened, in each case regarding any accounting practices of Parent. (f) Parent has established and maintains disclosure controls and procedures and internal control over financial reporting (as such terms are defined in paragraphs (e) and (f), respectively, of Rule 13a-15 and paragraph (e) of Rule 15d-15 under the Exchange Act) as required by Rules 13a-15 and 15d-15 under the Exchange Act. Parent’s disclosure controls and procedures are designed to ensure that all information (both financial and non-financial) required to be disclosed by Parent 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 required pursuant to Sections 302 and 906 of the Xxxxxxxx-Xxxxx Act. 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. Based on Parent’s management’s most recently completed evaluation of Parent’s internal control over financial reporting full prior to the date of this Agreement, (i) Parent had no significant deficiencies or material weaknesses Agreement in the design or operation ordinary course of its internal control over financial reporting that would reasonably be expected to adversely affect Parent’s ability to recordbusiness consistent with past practice, process, summarize and report financial information and (iiF) potential liabilities disclosed on Schedule 3.1(d)(ii) of the Parent does not have knowledge of any fraudDisclosure Schedule, whether or not material, that involves management or other employees who have a significant role in Parent’s internal control over financial reporting. (g) Parent and the Parent its Subsidiaries do not have, and since December 31, 2006, Parent and its Subsidiaries have not incurred (except as permitted by Section 4.1), any material liabilities or obligations of a any nature whatsoever (whether accrued, absolute, matured, determined, contingent or otherwise and whether or not required by GAAP to be reflected on a consolidated balance sheet of Parent or in the notes thereto that would reasonably be expected to have, individually or Parent’s financial statements in the aggregate, a Parent Material Adverse Effect, except (i) as disclosed, reflected or reserved against in the most recent audited balance sheet included in the Parent Financial Statements or the notes thereto, (ii) for liabilities and obligations incurred in the Ordinary Course of Business and (iii) for liabilities and obligations arising out of or in connection accordance with this Agreement or the Transactionsgenerally accepted accounting principles).

SEC Documents; Undisclosed Liabilities. (a) Parent EVI has filed or furnished a Registration Statement on Form S-4 which was declared effective by the Securities and Exchange Commission ("SEC") on September 30, 1997, and since such date has filed all required reports, schedules, forms, statements and other documents required to be filed or furnished by Parent with the SEC under the Securities Act or the Exchange Act since December 31, 2009 (the “Parent "EVI SEC Documents”"). (b) . As of its their respective filing datedates, or, if amended, as of the date of the last amendment prior to the date of this Agreement, each Parent EVI SEC Document Documents complied in all material respects with the requirements of the Exchange Securities Act of 1933, as amended or the Securities ActExchange Act of 1934, as amended, as the case may be, and the rules and regulations of the SEC promulgated thereunder applicable to such Parent EVI SEC DocumentDocuments, and did not contain none of the EVI SEC Documents when filed contained any untrue statement of a material fact or omit omitted to state a material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading. (c) . The consolidated financial statements of Parent EVI included in the Parent EVI SEC Documents (including, in each case, any notes or schedules thereto) and all related compilations, reviews and other reports issued by Parent’s accountants with respect thereto (the “Parent Financial Statements”), comply as to form in all material respects with applicable accounting requirements and the published rules and regulations of the SEC with respect thereto. The Parent Financial Statements , have been prepared in accordance with generally accepted accounting principles (except, in the case of unaudited statements, as permitted by Form 10-Q of the SEC) applied on a consistent basis during the periods involved (except as may be indicated in the notes thereto) and fairly present in all material respects the consolidated financial condition position of EVI and the results of operations, cash flows and changes in stockholders’ equity of Parent (on a its consolidated basis) subsidiaries as of the respective dates thereof and the consolidated results of their operations and cash flows for the periods referred to in the Parent Financial Statements, all in accordance with GAAP then ended (except as otherwise noted therein), subject, in the case of interim Parent Financial Statementsunaudited statements, to normal year-end adjustments and audit adjustments). EVI Holdings' sole asset consists of the absence capital stock of notes. No financial statements of any Person other than Parent and the Parent Subsidiaries are required by GAAP to be included in the consolidated financial statements of ParentEVI. Except as required by GAAP, Parent has not, between December 31, 2009 and the date of this Agreement, made or adopted any material change in its accounting methods, practices or policies in effect on December 31, 2009. (d) Parent is in compliance in all material respects with (i) the applicable provisions of the Xxxxxxxx-Xxxxx Act of 2002 and (ii) the applicable listing and corporate governance rules and regulations of the NYSE. (e) Parent has made available to the Company true and complete copies of all written comment letters from the staff of the SEC received since January 1, 2008 relating to the Parent SEC Documents and all written responses of Parent thereto other than with respect to requests for confidential treatment. There are no outstanding or unresolved comments in comment letters received from the SEC staff with respect to any Parent SEC Documents and, to the Knowledge of Parent, none of the Parent SEC Documents (other than confidential treatment requests) is the subject of ongoing SEC review. There are no internal investigations, or to the Knowledge of Parent, any SEC inquiries or investigations or other governmental inquiries or investigations pending or threatened, in each case regarding any accounting practices of Parent. (f) Parent has established and maintains disclosure controls and procedures and internal control over financial reporting (as such terms are defined in paragraphs (e) and (f), respectively, of Rule 13a-15 and paragraph (e) of Rule 15d-15 under the Exchange Act) as required by Rules 13a-15 and 15d-15 under the Exchange Act. Parent’s disclosure controls and procedures are designed to ensure that all information (both financial and non-financial) required to be disclosed by Parent 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 required pursuant to Sections 302 and 906 of the Xxxxxxxx-Xxxxx Act. 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. Based on Parent’s management’s most recently completed evaluation of Parent’s internal control over financial reporting prior to the date of this Agreement, (i) Parent had no significant deficiencies or material weaknesses in the design or operation of its internal control over financial reporting that would reasonably be expected to adversely affect Parent’s ability to record, process, summarize and report financial information and (ii) Parent does not have knowledge of any fraud, whether or not material, that involves management or other employees who have a significant role in Parent’s internal control over financial reporting. (g) Parent and the Parent Subsidiaries do not have any material liabilities or obligations of a nature required by GAAP to be reflected on a consolidated balance sheet of Parent or in the notes thereto that would reasonably be expected to have, individually or in the aggregate, a Parent Material Adverse Effect, except (i) as disclosed, reflected or reserved against set forth in the most recent audited balance sheet included in the Parent Financial Statements or the notes thereto, EVI SEC Documents and (ii) for liabilities and obligations incurred in the Ordinary Course ordinary course of Business business consistent with past practice since the date of the most recent consolidated balance sheet included in the EVI SEC Documents, neither EVI Holdings nor any of its subsidiaries has any liabilities or obligations of any nature (whether accrued, absolute, contingent or otherwise) required by generally accepted accounting to be recognized or disclosed on a consolidated balance sheet of EVI Holdings and (iii) for liabilities and obligations arising out of its consolidated subsidiaries or in connection with this Agreement the notes thereto which, individually or in the Transactionsaggregate, is material to EVI Holdings and its subsidiaries, taken as a whole.

SEC Documents; Undisclosed Liabilities. (a) Parent Except as set forth in Section 3.5(a) of the Company Disclosure Schedule, the Company has filed or furnished all required reports, schedules, formsforms and registration, statements proxy and other documents required to be filed or furnished by Parent statements with the SEC under since February 23, 2001 (collectively, and in each case including all exhibits and schedules thereto and documents incorporated by reference therein, the "SEC DOCUMENTS"). As of their respective effective dates (in the case of SEC Documents that are registration statements filed pursuant to the Securities Act or Act) and as of their respective SEC filing dates (in the Exchange Act since December 31, 2009 (the “Parent case of all other SEC Documents”). (b) As of its respective filing date, or, if amended, as of the date of the last amendment prior to the date of this Agreement, each Parent SEC Document Documents complied in all material respects with the requirements of the Exchange Act or and the Securities Act, as the case may be, and the rules and regulations of the SEC promulgated thereunder thereunder, applicable to such Parent SEC DocumentDocuments, and did not contain none of the SEC Documents as of such respective dates contained any untrue statement of a material fact or omit omitted to state a material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading. (cb) The consolidated financial statements of Parent the Company included in the Parent SEC Documents have been prepared in accordance with GAAP and applicable SEC accounting rules (includingexcept, in each casethe case of unaudited quarterly statements, any as indicated in the notes or schedules thereto) applied on a consistent basis during the periods involved (except as may be indicated in the notes thereto) and all related compilations, reviews and other reports issued by Parent’s accountants with respect thereto (the “Parent Financial Statements”), comply as to form in all material respects with applicable accounting requirements and the published rules and regulations of the SEC with respect thereto. The Parent Financial Statements fairly present in all material respects the consolidated financial condition position of the Company and the results of operations, cash flows and changes in stockholders’ equity of Parent (on a its consolidated basis) subsidiaries as of the respective dates thereof and the consolidated results of their operations and cash flows for the periods referred to in the Parent Financial Statements, all in accordance with GAAP then ended (except as otherwise noted therein), subject, in the case of interim Parent Financial Statementsunaudited quarterly statements, to normal year-end adjustments and the absence of notes. No financial statements of any Person other than Parent and the Parent Subsidiaries are required by GAAP to be included in the consolidated financial statements of Parent. Except as required by GAAP, Parent has not, between December 31, 2009 and the date of this Agreement, made or adopted any material change in its accounting methods, practices or policies in effect on December 31, 2009audit adjustments). (dc) Parent is in compliance in all material respects with (i) the applicable provisions of the Xxxxxxxx-Xxxxx Act of 2002 and (ii) the applicable listing and corporate governance rules and regulations of the NYSE. (e) Parent has made available to Neither the Company true and complete copies nor any of all written comment letters from the staff its subsidiaries has any material liabilities of the SEC received since January 1any nature, 2008 relating to the Parent SEC Documents and all written responses of Parent thereto other than with respect to requests for confidential treatment. There are no outstanding whether accrued, absolute, contingent or unresolved comments in comment letters received from the SEC staff with respect to any Parent SEC Documents andotherwise, to the Knowledge of Parentwhich, none of the Parent SEC Documents (other than confidential treatment requests) is the subject of ongoing SEC review. There are no internal investigationsif known, or to the Knowledge of Parent, any SEC inquiries or investigations or other governmental inquiries or investigations pending or threatened, in each case regarding any accounting practices of Parent. (f) Parent has established and maintains disclosure controls and procedures and internal control over financial reporting (as such terms are defined in paragraphs (e) and (f), respectively, of Rule 13a-15 and paragraph (e) of Rule 15d-15 under the Exchange Act) as required by Rules 13a-15 and 15d-15 under the Exchange Act. Parent’s disclosure controls and procedures are designed to ensure that all information (both financial and non-financial) would be required to be disclosed by Parent in the reports that it files reflected 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 required pursuant to Sections 302 and 906 of the Xxxxxxxx-Xxxxx Act. 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. Based on Parent’s management’s most recently completed evaluation of Parent’s internal control over financial reporting prior to the date of this Agreement, (i) Parent had no significant deficiencies or material weaknesses in the design or operation of its internal control over financial reporting that would reasonably be expected to adversely affect Parent’s ability to record, process, summarize and report financial information and (ii) Parent does not have knowledge of any fraud, whether or not material, that involves management or other employees who have a significant role in Parent’s internal control over financial reporting. (g) Parent and the Parent Subsidiaries do not have any material liabilities or obligations of a nature required by GAAP to be reflected reserved against on a consolidated balance sheet of Parent or the Company prepared in the notes thereto that would reasonably be expected to have, individually or in the aggregate, a Parent Material Adverse Effect, except (i) as disclosed, reflected or reserved against in the most recent audited balance sheet included in the Parent Financial Statements accordance with GAAP or the notes thereto, except liabilities (i) reflected or reserved against on the balance sheet of the Company and its subsidiaries as of September 28, 2003 (the "BALANCE SHEET DATE") (including the notes thereto) included in the Company's Annual Report on Form 10-K for the fiscal year then ended, (ii) for liabilities and obligations incurred after the Balance Sheet Date in the Ordinary Course ordinary course of Business and business, or (iii) for liabilities and obligations arising out of under or as contemplated by or disclosed in connection with this Agreement or the TransactionsAgreement.

SEC Documents; Undisclosed Liabilities. (a) Parent The Purchaser has filed or furnished all reports, schedules, forms, statements statements, registration statements, prospectuses and other documents required to be filed or furnished by Parent the Purchaser with the SEC under the Securities Act or and the Exchange Act since December 31October 6, 2009 2015 (the “Parent Purchaser SEC Documents”). (b) As of its respective filing date, orand, if amended, as of the date of the last amendment prior to the date of this Agreement, each Parent Purchaser SEC Document complied in all material respects with the requirements of the Exchange Act or the Securities Act, as the case may be, and the rules and regulations of the SEC promulgated thereunder applicable to such Parent Purchaser SEC Document, Document 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 in order to make the statements therein, in light of the circumstances under which they were made, not misleading. (c) The consolidated financial statements of Parent included in To the Parent SEC Documents (includingextent applicable to the Purchaser, in each case, any notes or schedules thereto) and all related compilations, reviews and other reports issued by Parent’s accountants with respect thereto (the “Parent Financial Statements”), comply as to form in all material respects with applicable accounting requirements and the published rules and regulations of the SEC with respect thereto. The Parent Financial Statements fairly present in all material respects the financial condition and the results of operations, cash flows and changes in stockholders’ equity of Parent (on a consolidated basis) as of the respective dates of and for the periods referred to in the Parent Financial Statements, all in accordance with GAAP (except as otherwise noted therein), subject, in the case of interim Parent Financial Statements, to normal year-end adjustments and the absence of notes. No financial statements of any Person other than Parent and the Parent Subsidiaries are required by GAAP to be included in the consolidated financial statements of Parent. Except as required by GAAP, Parent has not, between December 31, 2009 and the date of this Agreement, made or adopted any material change in its accounting methods, practices or policies in effect on December 31, 2009. (d) Parent Purchaser is in compliance in all material respects with (i) the applicable provisions of the Xxxxxxxx-Xxxxx Act of 2002 and (ii) the applicable listing and corporate governance rules and regulations of the NYSENASDAQ Global Select Market. (ed) Parent has made available to the Company true The Purchaser and complete copies of all written comment letters from the staff of the SEC received since January 1, 2008 relating to the Parent SEC Documents and all written responses of Parent thereto other than with respect to requests for confidential treatment. There are no outstanding or unresolved comments in comment letters received from the SEC staff with respect to any Parent SEC Documents and, to the Knowledge of Parent, none of the Parent SEC Documents (other than confidential treatment requests) is the subject of ongoing SEC review. There are no internal investigations, or to the Knowledge of Parent, any SEC inquiries or investigations or other governmental inquiries or investigations pending or threatened, in each case regarding any accounting practices of Parent. (f) Parent has established and maintains disclosure controls and procedures and internal control over financial reporting (as such terms are defined in paragraphs (e) and (f), respectively, of Rule 13a-15 and paragraph (e) of Rule 15d-15 under the Exchange Act) as required by Rules 13a-15 and 15d-15 under the Exchange Act. Parent’s disclosure controls and procedures are designed to ensure that all information (both financial and non-financial) required to be disclosed by Parent 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 required pursuant to Sections 302 and 906 of the Xxxxxxxx-Xxxxx Act. 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. Based on Parent’s management’s most recently completed evaluation of Parent’s internal control over financial reporting prior to the date of this Agreement, (i) Parent had no significant deficiencies or material weaknesses in the design or operation of its internal control over financial reporting that would reasonably be expected to adversely affect Parent’s ability to record, process, summarize and report financial information and (ii) Parent does not have knowledge of any fraud, whether or not material, that involves management or other employees who have a significant role in Parent’s internal control over financial reporting. (g) Parent and the Parent Subsidiaries subsidiaries do not have any material liabilities or obligations of a nature required by GAAP to be reflected on a consolidated balance sheet of Parent or in the notes thereto that would reasonably be expected to have, individually or in the aggregate, a Parent Material Adverse Effect, Liabilities except (i) as disclosed, reflected or reserved against in the most recent audited unaudited condensed consolidated balance sheet included in the Parent Financial Statements Purchaser financial statements or the notes theretothereto in the Purchaser SEC Documents, and (ii) for liabilities and obligations incurred in the Ordinary Course ordinary course of Business and business since the date of the most recent unaudited condensed consolidated balance sheet included in the Purchaser SEC Documents. (iiie) for liabilities and obligations arising out Since November 18, 2015, no event has occurred that would reasonably be expected to have the effect of materially delaying or preventing the consummation of the transactions contemplated by this Agreement. Since March 17, 2016, no event has occurred that would reasonably be expected to have a material adverse effect on Purchaser, any of its Affiliates, or any of Purchaser’s or any of its Affiliates’ business, condition, liabilities, operators, financial performance, net income or prospects (or in connection with this Agreement any aspect or the Transactionsportion thereof).

SEC Documents; Undisclosed Liabilities. (a) Parent has furnished or filed or furnished all reports, schedules, forms, statements and other documents (including exhibits and other information incorporated therein) required to be furnished or filed or furnished by Parent with the SEC under since January 1, 2014 (such documents, together with any documents filed with the Securities Act or SEC during such period by Parent on a voluntary basis on a Current Report on Form 8-K, but excluding the Exchange Act since December 31Form S-4, 2009 (being collectively referred to as the “Parent SEC Documents”). (b) As of its respective filing date, or, if amended, as of the date of the last amendment prior to the date of this Agreement, each Each Parent SEC Document (i) at the time filed, complied in all material respects with the requirements of the Xxxxxxxx-Xxxxx Act of 2002 (“SOX”) and the Exchange Act or the Securities Act, as the case may be, and the rules and regulations of the SEC promulgated thereunder applicable to such Parent SEC Document, Document and (ii) did not at the time it was filed (or if amended or superseded by a filing or amendment prior to the date of this Agreement, then at the time of such filing or amendment) contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading. (c) The . Each of the consolidated financial statements of Parent included in the Parent SEC Documents (including, in each case, any notes or schedules thereto) and all related compilations, reviews and other reports issued by Parent’s accountants with respect thereto (complied at the “Parent Financial Statements”), comply time it was filed as to form in all material respects with applicable accounting requirements and the published rules and regulations of the SEC with respect thereto. The Parent Financial Statements , was prepared in accordance with United States generally accepted accounting principles (“GAAP”) (except, in the case of unaudited statements, as permitted by Form 10-Q of the SEC) applied on a consistent basis during the periods involved (except as may be indicated in the notes thereto or permitted by Regulation S-X) and fairly present presented in all material respects the consolidated financial condition and the results of operations, cash flows and changes in stockholders’ equity position of Parent (on a and its consolidated basis) Subsidiaries as of the respective dates thereof and the consolidated results of their operations and cash flows for the periods referred to in the Parent Financial Statements, all in accordance with GAAP shown (except as otherwise noted therein), subject, in the case of interim Parent Financial Statementsunaudited statements, to normal year-end adjustments and audit adjustments). (c) Except (i) as reflected or reserved against in Parent’s consolidated unaudited balance sheet as of September 30, 2016 (or the absence of notes. No financial statements of any Person other than Parent and the Parent Subsidiaries are required by GAAP to be notes thereto) as included in the consolidated financial statements of Parent. Except as required Filed Parent SEC Documents and (ii) for liabilities and obligations incurred in connection with or contemplated by GAAP, Parent has not, between December 31, 2009 and the date of this Agreement, made neither Parent nor any Parent Subsidiary has any liabilities or adopted obligations of any material change nature (whether accrued, absolute, contingent or otherwise) that, individually or in its accounting methodsthe aggregate, practices have had or policies in effect on December 31, 2009would reasonably be expected to have a Parent Material Adverse Effect. (d) Parent is in compliance in all material respects with (i) the applicable provisions Each of the Xxxxxxxx-Xxxxx chief executive officer of Parent and the chief financial officer of Parent (or each former chief executive officer of Parent and each former chief financial officer of Parent, as applicable) has made all applicable certifications required by Rule 13a-14 or 15d-14 under the Exchange Act and Sections 302 and 906 of 2002 SOX with respect to the Parent SEC Documents, and (ii) the applicable listing statements contained in such certifications are true and corporate governance rules accurate. For purposes of this Agreement, “chief executive officer” and regulations “chief financial officer” shall have the meanings given to such terms in SOX. None of Parent or any of the NYSEParent Subsidiaries has outstanding, or has arranged any outstanding, “extensions of credit” to directors or executive officers within the meaning of Section 402 of SOX. (e) Parent has made available to the Company true maintains a system of “internal control over financial reporting” (as defined in Rules 13a-15(f) and complete copies of all written comment letters from the staff 15d-15(f) of the SEC received since January 1Exchange Act) sufficient to provide reasonable assurance (A) that transactions are recorded as necessary to permit preparation of financial statements in conformity with GAAP, 2008 relating to consistently applied in all material respects, (B) that receipts and expenditures are made only in accordance with the Parent SEC Documents authorization of management and all written responses (C) regarding prevention or timely detection of Parent thereto other than with respect to requests for confidential treatment. There are no outstanding the unauthorized acquisition, use or unresolved comments in comment letters received from the SEC staff with respect to any Parent SEC Documents and, to the Knowledge disposition of Parent, none of ’s assets that could have a material effect on the Parent SEC Documents (other than confidential treatment requests) is the subject of ongoing SEC review. There are no internal investigations, or to the Knowledge of Parent, any SEC inquiries or investigations or other governmental inquiries or investigations pending or threatened, in each case regarding any accounting practices of Parentfinancial statements. (f) Parent has established and maintains The “disclosure controls and procedures and internal control over financial reporting procedures” (as such terms are defined in paragraphs (eRules 13a-15(e) and (f), respectively, of Rule 13a-15 and paragraph (e15d-15(e) of Rule 15d-15 under the Exchange Act) as required utilized by Rules 13a-15 and 15d-15 under the Exchange Act. Parent’s disclosure controls and procedures Parent are reasonably designed to ensure that all information (both financial and non-financial) required to be disclosed by 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 rules and forms of the SEC, SEC and that all such information required to be disclosed is accumulated and communicated to the management of Parent’s management , as appropriate appropriate, to allow timely decisions regarding required disclosure and to enable the chief executive officer and chief financial officer of Parent to make the certifications required pursuant under the Exchange Act with respect to Sections 302 and 906 such reports. (g) Neither Parent nor any of the XxxxxxxxParent Subsidiaries is a party to, or has any commitment to become a party to, any joint venture, off-Xxxxx Act. Parent’s management has completed an assessment balance sheet partnership or any similar Contract (including any Contract or arrangement relating to any transaction or relationship between or among Parent and any of the effectiveness of Parent’s disclosure controls Parent Subsidiaries, on the one hand, and procedures andany unconsolidated Affiliate, to including any structured finance, special purpose or limited purpose entity or Person, on the extent required by applicable Law, presented in any applicable Parent SEC Document that is a report on Form 10-K or Form 10-Qother hand, or any amendment thereto“off-balance-sheet arrangements” (as defined in Item 303(a) of Regulation S-K under the Exchange Act)), its conclusions about where the effectiveness result, purpose or intended effect of such Contract is to avoid disclosure of any material transaction involving, or material liabilities of, Parent or any of the disclosure controls and procedures as Parent Subsidiaries in Parent’s or such Parent Subsidiary’s published financial statements or other Parent SEC Documents. (h) Since January 1, 2014, none of Parent, Parent’s independent accountants, the Parent Board or the audit committee of the end Parent Board has received any written notification, or to the Knowledge of Parent any oral notification, of any (x) ”significant deficiency” in the period covered by such report or amendment based on such evaluation. Based on Parent’s management’s most recently completed evaluation of Parent’s internal control controls over financial reporting prior to the date of this AgreementParent, (iy) Parent had no significant deficiencies or ”material weaknesses weakness” in the design or operation of its internal control controls over financial reporting that would reasonably be expected to adversely affect Parent’s ability to record, process, summarize and report financial information and of Parent or (iiz) Parent does not have knowledge of any fraud, whether or not material, that involves management or other employees of Parent who have a significant role in Parent’s the internal control controls over financial reportingreporting of Parent. For purposes of this Agreement, the terms “significant deficiency” and “material weakness” shall have the meanings assigned to them in Rule 12b-2 of the Exchange Act. (gi) Parent and As of the date of this Agreement, none of the Parent Subsidiaries do not have is, or has at any material liabilities time since January 1, 2014 been, subject to the reporting requirements of Section 13(a) or obligations 15(d) of a nature required by GAAP to be reflected on a consolidated balance sheet of Parent or in the notes thereto that would reasonably be expected to have, individually or in the aggregate, a Parent Material Adverse Effect, except (i) as disclosed, reflected or reserved against in the most recent audited balance sheet included in the Parent Financial Statements or the notes thereto, (ii) for liabilities and obligations incurred in the Ordinary Course of Business and (iii) for liabilities and obligations arising out of or in connection with this Agreement or the TransactionsExchange Act.

SEC Documents; Undisclosed Liabilities. (a) Parent Since December 31, 2017, the Partnership has filed or furnished all reports, schedules, forms, statements and other documents required to be filed or furnished by Parent with the SEC under the Securities Act or the Exchange Act since December 31, 2009 (the “Parent all Partnership SEC Documents”). . At the time filed (b) As of its respective filing date, or, if amendedin the case of registration statements, as solely on the dates of effectiveness) (except to the date of the last amendment extent amended by a subsequently filed Partnership SEC Document prior to the date of this Agreement, in which case as of the date of such amendment), each Parent Partnership SEC Document complied in all material respects with the applicable requirements of the Exchange Act or Act, the Securities Act and the Xxxxxxxx-Xxxxx Act of 2002, as amended, and the rules and regulations promulgated thereunder (the “Xxxxxxxx-Xxxxx Act”), as the case may be, and the rules and regulations of the SEC promulgated thereunder applicable to such Parent SEC Document, and did not contain any untrue statement of a material fact fact, or omit to state a material fact required to be stated therein or necessary in order to make the statements thereinmade, in light of the circumstances under which they were made, not misleading. None of the Partnership’s Subsidiaries or the Partnership GP is required to file periodic reports with the SEC pursuant to the Exchange Act. As of the date of this Agreement, there are no outstanding or unresolved comments from the SEC staff with respect to the Partnership SEC Documents. To the Knowledge of the Partnership, none of the Partnership SEC Documents is the subject of ongoing SEC review or investigation. (cb) The audited consolidated financial statements of Parent included in and the Parent SEC Documents unaudited quarterly financial statements (including, in each case, any the notes or schedules thereto) and all related compilations, reviews and other reports issued by Parent’s accountants with respect thereto of the Partnership included in the Partnership SEC Documents (the “Parent Financial Statements”), comply i) complied as to form in all material respects with applicable accounting requirements and the published rules and regulations of the SEC with respect thereto. The Parent Financial Statements , (ii) have been prepared in accordance with GAAP applied in all material respects on a consistent basis during the periods involved (except as may be indicated in the notes thereto) and (iii) fairly present in all material respects the consolidated financial condition position of the Partnership and its consolidated Subsidiaries as of the dates thereof and the consolidated results of their operations, cash flows and changes in stockholderspartners’ equity of Parent (on a consolidated basis) as of the respective dates of and for the periods referred to in the Parent Financial Statements, all in accordance with GAAP covered thereby (except as otherwise noted therein), subject, in the case of interim Parent Financial Statementsunaudited quarterly statements, to normal year-end adjustments adjustments, none of which has been or will be, individually or in the aggregate, material to the Partnership and its consolidated Subsidiaries, taken as a whole). (c) Except as reflected or reserved against in the absence consolidated balance sheet of notes. No financial statements the Partnership, as of any Person other than Parent and December 31, 2018 (the Parent Subsidiaries are required by GAAP to be “Balance Sheet Date”), or the notes thereto, included in the consolidated financial statements of Parent. Except as required Partnership SEC Documents filed by GAAP, Parent has not, between December 31, 2009 the Partnership and publicly available prior to the date of this Agreement, made the Partnership and its Subsidiaries do not have any liability or adopted obligation of any material change nature (whether accrued, absolute, contingent or otherwise) other than (i) liabilities or obligations incurred in the ordinary course of business since the Balance Sheet Date, (ii) liabilities or obligations not required to be disclosed in a consolidated balance sheet of the Partnership or in the notes thereto prepared in accordance with GAAP and the rules and regulations of the SEC applicable thereto, (iii) liabilities reflected or reserved against in the unaudited quarterly financial statements (including, the notes thereto) of the Partnership included in the Partnership SEC Documents, (iv) liabilities or obligations incurred in connection with the transactions contemplated hereby, (v) liabilities or obligations that have been disclosed to the GP Board in writing since the Balance Sheet Date, and (vi) liabilities or obligations that would not reasonably be expected to, individually or in the aggregate, have a Partnership Material Adverse Effect. Set forth in Section 4.5(c) of the Partnership Disclosure Schedule is a true and complete list of all indebtedness for borrowed money in excess of $5,000,000 of the Partnership and each of its accounting methods, practices or policies in effect on Subsidiaries as of December 31, 20092018. (d) Parent is in compliance in all material respects with (i) the applicable provisions of the Xxxxxxxx-Xxxxx Act of 2002 and (ii) the applicable listing and corporate governance rules and regulations of the NYSE. (e) Parent has made available to the Company true and complete copies of all written comment letters from the staff of the SEC received since January 1, 2008 relating to the Parent SEC Documents and all written responses of Parent thereto other than with respect to requests for confidential treatment. There are no outstanding or unresolved comments in comment letters received from the SEC staff with respect to any Parent SEC Documents and, to the Knowledge of Parent, none of the Parent SEC Documents (other than confidential treatment requests) is the subject of ongoing SEC review. There are no internal investigations, or to the Knowledge of Parent, any SEC inquiries or investigations or other governmental inquiries or investigations pending or threatened, in each case regarding any accounting practices of Parent. (f) Parent The Partnership has established and maintains disclosure controls and procedures and a system of internal control over financial reporting (as such terms are defined in paragraphs (e) and (f), respectively, of Rule 13a-15 and paragraph (e) of Rule 15d-15 under the Exchange Act) as required by Rules 13a-15 and 15d-15 under the Exchange Act. Parent’s disclosure controls and procedures are designed to ensure that all information (both financial and non-financial) required to be disclosed by Parent in From 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 date 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 required pursuant to Sections 302 and 906 filing of the Xxxxxxxx-Xxxxx Act. ParentPartnership’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 Annual Report on Form 1020-K or Form 10-QF for the fiscal year ended December 31, or any amendment thereto, its conclusions about the effectiveness of the disclosure controls and procedures as of the end of the period covered by such report or amendment based on such evaluation. Based on Parent’s management’s most recently completed evaluation of Parent’s internal control over financial reporting prior 2018 to the date of this Agreement, the Partnership’s auditors and the GP Board have not been advised of (i) Parent had no any significant deficiencies or material weaknesses in the design or operation of its internal control over financial reporting that would are reasonably be expected likely to adversely affect Parentthe Partnership’s ability to record, process, summarize and report financial information and or (ii) Parent does not have knowledge of any fraud, whether or not material, that involves management or other employees who have a significant role in Parentthe Partnership’s internal control over financial reporting. The principal executive officer and the principal financial officer of the Partnership have made all certifications required by the Xxxxxxxx-Xxxxx Act, the Exchange Act and any related rules and regulations promulgated by the SEC with respect to the Partnership SEC Documents, and the statements contained in such certifications were complete and correct when made. The management of the Partnership has completed its assessment of the effectiveness of the Partnership’s disclosure controls and procedures in compliance with the requirements of Section 404 of the Xxxxxxxx-Xxxxx Act for the year ended December 31, 2018, and such assessment concluded that such disclosure controls and procedures were effective. To the Knowledge of the Partnership, as of the date of this Agreement, there are no facts or circumstances that would prevent its principal executive officer and principal financial officer from giving the certifications and attestations required pursuant to the rules and regulations adopted pursuant to Section 404 of the Xxxxxxxx-Xxxxx Act, without qualification, when next due. (ge) Parent Neither the Partnership nor any of its Subsidiaries is a party to, or has any commitment to become a party to, any joint venture, off-balance sheet partnership or any similar Contract (including any Contract or arrangement relating to any transaction or relationship between or among the Partnership and any of its Subsidiaries, on the Parent Subsidiaries do not have one hand, and any unconsolidated Affiliate, 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 purpose of such Contract is to avoid disclosure of any material transaction involving, or material liabilities or obligations of a nature required by GAAP to be reflected on a consolidated balance sheet of Parent or of, the Partnership in the notes thereto that would reasonably be expected to have, individually Partnership’s published financial statements or in the aggregate, a Parent Material Adverse Effect, except (i) as disclosed, reflected or reserved against in the most recent audited balance sheet included in the Parent Financial Statements or the notes thereto, (ii) for liabilities and obligations incurred in the Ordinary Course of Business and (iii) for liabilities and obligations arising out of or in connection with this Agreement or the Transactionsany Partnership SEC Documents.

SEC Documents; Undisclosed Liabilities. (a) Parent Fuhua has filed or furnished all reports, schedules, forms, statements and other documents required to be filed or furnished by Parent it with the SEC under the Securities Act or since February 1, 2008 pursuant to Sections 13(a), 14(a) and 15(d) of the Exchange Act since December 31, 2009 (the “Parent "SEC Documents”Reports"). (b) As of its respective filing date, or, if amended, as of the date of the last amendment prior to the date of this Agreement, each Parent SEC Document Report complied in all material respects with the requirements of the Exchange Act or the Securities Act, as the case may be, and the rules and regulations of the SEC promulgated thereunder applicable to such Parent SEC DocumentReport. Except to the extent that information contained in any SEC Report has been revised or superseded by a later SEC Report, and did not contain none of the SEC Reports contains any untrue statement of a material fact or omit omits to state a any material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading. (c) . The consolidated financial statements of Parent Fuhua included in the Parent SEC Documents (including, in each case, any notes or schedules thereto) and all related compilations, reviews and other reports issued by Parent’s accountants with respect thereto (the “Parent Financial Statements”), Reports comply as to form in all material respects with applicable accounting requirements and the published rules and regulations of the SEC with respect thereto. The Parent Financial Statements , have been prepared in accordance with the U.S. generally accepted accounting principles (except, in the case of unaudited statements, as permitted by the rules and regulations of the SEC) applied on a consistent basis during the periods involved (except as may be indicated in the notes thereto) and fairly present in all material respects the consolidated financial condition position of Fuhua and the results of operations, cash flows and changes in stockholders’ equity of Parent (on a its consolidated basis) subsidiaries as of the respective dates thereof and the consolidated results of their operations and cash flows for the periods referred to in the Parent Financial Statements, all in accordance with GAAP shown (except as otherwise noted therein), subject, in the case of interim Parent Financial Statementsunaudited statements, to normal year-end adjustments and the absence of notes. No financial statements of any Person other than Parent and the Parent Subsidiaries are required by GAAP to be included in the consolidated financial statements of Parent. Except as required by GAAP, Parent has not, between December 31, 2009 and the date of this Agreement, made or adopted any material change in its accounting methods, practices or policies in effect on December 31, 2009audit adjustments). (dc) Parent is Except as set forth in compliance in all material respects with (i) the applicable provisions of the Xxxxxxxx-Xxxxx Act of 2002 and (ii) the applicable listing and corporate governance rules and regulations of the NYSE. (e) Parent has made available to the Company true and complete copies of all written comment letters from the staff of the SEC received since January 1Reports, 2008 relating to the Parent SEC Documents and all written responses of Parent thereto other than with respect to requests for confidential treatment. There are Fuhua has no outstanding or unresolved comments in comment letters received from the SEC staff with respect to any Parent SEC Documents and, to the Knowledge of Parent, none of the Parent SEC Documents (other than confidential treatment requests) is the subject of ongoing SEC review. There are no internal investigations, or to the Knowledge of Parent, any SEC inquiries or investigations or other governmental inquiries or investigations pending or threatened, in each case regarding any accounting practices of Parent. (f) Parent has established and maintains disclosure controls and procedures and internal control over financial reporting (as such terms are defined in paragraphs (e) and (f), respectively, of Rule 13a-15 and paragraph (e) of Rule 15d-15 under the Exchange Act) as required by Rules 13a-15 and 15d-15 under the Exchange Act. Parent’s disclosure controls and procedures are designed to ensure that all information (both financial and non-financial) required to be disclosed by Parent 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 required pursuant to Sections 302 and 906 of the Xxxxxxxx-Xxxxx Act. 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. Based on Parent’s management’s most recently completed evaluation of Parent’s internal control over financial reporting prior to the date of this Agreement, (i) Parent had no significant deficiencies or material weaknesses in the design or operation of its internal control over financial reporting that would reasonably be expected to adversely affect Parent’s ability to record, process, summarize and report financial information and (ii) Parent does not have knowledge of any fraud, whether or not material, that involves management or other employees who have a significant role in Parent’s internal control over financial reporting. (g) Parent and the Parent Subsidiaries do not have any material liabilities or obligations of a any nature (whether accrued, absolute, contingent or otherwise) required by GAAP U.S. generally accepted accounting principles to be reflected set forth on a consolidated balance sheet of Parent Fuhua or in the notes thereto that would reasonably be expected to have, individually or in the aggregate, a Parent Material Adverse Effect, except (i) as disclosed, reflected or reserved against in the most recent audited balance sheet included in the Parent Financial Statements or the notes thereto, (ii) for liabilities and obligations incurred in the Ordinary Course of Business and (iii) for liabilities and obligations arising out of or in connection with this Agreement or the Transactions.

SEC Documents; Undisclosed Liabilities. (a) Parent has furnished or filed or furnished all reports, schedules, forms, statements and other documents (including exhibits and other information incorporated therein) required to be furnished or filed or furnished by Parent with the SEC under since January 1, 2015 (such documents, together with any documents filed with or furnished to the Securities Act or SEC during such period by Parent on a voluntary basis on a Current Report on Form 8-K, but excluding the Exchange Act since December 31Form S-4, 2009 (being collectively referred to as the “Parent SEC Documents”). (b) As of its respective filing date, or, if amended, as of the date of the last amendment prior to the date of this Agreement, each Each Parent SEC Document (i) at the time filed, complied in all material respects with the requirements of the Xxxxxxxx-Xxxxx Act of 2002 (“SOX”) and the Exchange Act or the Securities Act, as the case may be, and the rules and regulations of the SEC promulgated thereunder applicable to such Parent SEC Document, Document and (ii) did not at the time it was filed (or if amended or superseded by a filing or amendment prior to the date of this Agreement, then at the time of such filing or amendment) contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading. (c) The . Each of the consolidated financial statements of Parent included in the Parent SEC Documents (including, in each case, any notes or schedules thereto) and all related compilations, reviews and other reports issued by Parent’s accountants with respect thereto (complied at the “Parent Financial Statements”), comply time it was filed as to form in all material respects with applicable accounting requirements and the published rules and regulations of the SEC with respect thereto. The Parent Financial Statements , was prepared in accordance with United States generally accepted accounting principles (“GAAP”) (except, in the case of unaudited statements, as permitted by Form 10-Q of the SEC or other rules and regulations of the SEC) applied on a consistent basis during the periods involved (except as may be indicated in the notes thereto) and fairly present presented in all material respects the consolidated financial condition and the results of operations, cash flows and changes in stockholders’ equity position of Parent (on a and its consolidated basis) Subsidiaries as of the respective dates thereof and the consolidated results of their operations and cash flows for the periods referred to in the Parent Financial Statements, all in accordance with GAAP shown (except as otherwise noted therein), subject, in the case of interim Parent Financial Statementsunaudited statements, to normal year-end adjustments and the absence of notes. No financial statements audit adjustments). (c) Neither Parent nor any Parent Subsidiary has any liabilities or obligations of any Person other than Parent and the Parent Subsidiaries are required by GAAP to be included nature (whether accrued, absolute, contingent or otherwise) that, individually or in the consolidated financial statements of Parent. Except as required by GAAPaggregate, have had or would reasonably be expected to have a Parent has not, between December 31, 2009 and the date of this Agreement, made or adopted any material change in its accounting methods, practices or policies in effect on December 31, 2009Material Adverse Effect. (d) Parent is maintains a system of “internal control over financial reporting” (as defined in compliance in all material respects with Rules 13a-15(f) and 15d-15(f) of the Exchange Act) sufficient to provide reasonable assurance (i) the applicable provisions that transactions are recorded as necessary to permit preparation of the Xxxxxxxx-Xxxxx Act of 2002 and financial statements in conformity with GAAP, consistently applied, (ii) that transactions are executed only in accordance with the applicable listing authorization of management and corporate governance rules and regulations (iii) regarding prevention or timely detection of the NYSEunauthorized acquisition, use or disposition of Parent’s properties or assets. (e) Parent has made available to the Company true and complete copies of all written comment letters from the staff of the SEC received since January 1, 2008 relating to the Parent SEC Documents and all written responses of Parent thereto other than with respect to requests for confidential treatment. There are no outstanding or unresolved comments in comment letters received from the SEC staff with respect to any Parent SEC Documents and, to the Knowledge of Parent, none of the Parent SEC Documents (other than confidential treatment requests) is the subject of ongoing SEC review. There are no internal investigations, or to the Knowledge of Parent, any SEC inquiries or investigations or other governmental inquiries or investigations pending or threatened, in each case regarding any accounting practices of Parent. (f) Parent has established and maintains The “disclosure controls and procedures and internal control over financial reporting procedures” (as such terms are defined in paragraphs (eRules 13a-15(e) and (f), respectively, of Rule 13a-15 and paragraph (e15d-15(e) of Rule 15d-15 under the Exchange Act) as required utilized by Rules 13a-15 and 15d-15 under the Exchange Act. Parent’s disclosure controls and procedures Parent are reasonably designed to ensure that all information (both financial and non-financial) required to be disclosed by 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 rules and forms of the SEC, SEC and that all such information required to be disclosed is accumulated and communicated to the management of Parent’s management , as appropriate appropriate, to allow timely decisions regarding required disclosure and to enable the chief executive officer and chief financial officer of Parent to make the certifications required pursuant under the Exchange Act with respect to Sections 302 and 906 such reports. (f) Neither Parent nor any of the XxxxxxxxParent Subsidiaries is a party to, or has any commitment to become a party to, any joint venture, off-Xxxxx Act. Parent’s management has completed an assessment balance sheet partnership or any similar Contract (including any Contract or arrangement relating to any transaction or relationship between or among Parent and any of the effectiveness of Parent’s disclosure controls Parent Subsidiaries, on the one hand, and procedures andany unconsolidated Affiliate, to including any structured finance, special purpose or limited purpose entity or Person, on the extent required by applicable Law, presented in any applicable Parent SEC Document that is a report on Form 10-K or Form 10-Qother hand, or any amendment thereto“off-balance-sheet arrangements” (as defined in Item 303(a) of Regulation S-K under the Exchange Act)), its conclusions about where the effectiveness result, purpose or intended effect of such Contract is to avoid disclosure of any material transaction involving, or material liabilities of, Parent or any of the disclosure controls and procedures as Parent Subsidiaries in Parent’s or such Parent Subsidiary’s published financial statements or other Parent SEC Documents. (g) As of the end date hereof, since January 1, 2017, none of Parent, Parent’s independent accountants, the Parent Board or the audit committee of the period covered by such report Parent Board has received any oral or amendment based on such evaluation. Based on Parent’s management’s most recently completed evaluation written notification of Parent’s any (i) “significant deficiency” in the internal control controls over financial reporting prior to the date of this AgreementParent, (iii) Parent had no significant deficiencies or “material weaknesses weakness” in the design or operation of its internal control controls over financial reporting that would reasonably be expected to adversely affect Parent’s ability to record, process, summarize and report financial information and of Parent or (iiiii) Parent does not have knowledge of any fraud, whether or not material, that involves management or other employees of Parent who have a significant role in Parent’s the internal control controls over financial reportingreporting of Parent. For purposes of this Agreement, the terms “significant deficiency” and “material weakness” shall have the meanings assigned to them in Auditing Standard No. 5 of the Public Company Accounting Oversight Board, as in effect on the date of this Agreement. (gh) Parent and None of the Parent Subsidiaries do not have is, or has at any material liabilities time since January 1, 2017 been, subject to the reporting requirements of Section 13(a) or obligations 15(d) of a nature required by GAAP to be reflected on a consolidated balance sheet of Parent or in the notes thereto that would reasonably be expected to have, individually or in the aggregate, a Parent Material Adverse Effect, except (i) as disclosed, reflected or reserved against in the most recent audited balance sheet included in the Parent Financial Statements or the notes thereto, (ii) for liabilities and obligations incurred in the Ordinary Course of Business and (iii) for liabilities and obligations arising out of or in connection with this Agreement or the TransactionsExchange Act.

SEC Documents; Undisclosed Liabilities. (a) Parent 2.9.1 The Company has filed or furnished all reportsCurrent Reports on Form 8-K, schedules, forms, statements Quarterly Reports on Form 10-Q and other documents Annual Reports on Form 10-K in compliance with the rules and regulations of the SEC required to be filed or furnished by Parent it with the SEC under the Securities Act or since December 24, 2014, pursuant to Sections 13(a), 14(a) and 15(d) of the Exchange Act since December 31, 2009 (the “Parent SEC DocumentsReports”). (b) 2.9.2 As of its respective filing date, or, if amended, as of the date of the last amendment prior to the date of this Agreement, each Parent SEC Document Report complied in all material respects with the requirements of the Exchange Act or the Securities Act, as the case may be, and the rules and regulations of the SEC promulgated thereunder applicable to such Parent SEC DocumentReport. Except to the extent that information contained in any SEC Report has been revised or superseded by a later SEC Report, and did not contain none of the SEC Reports contains any untrue statement of a material fact or omit omits to state a any material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading. (c) . The consolidated financial statements of Parent the Company included in the Parent SEC Documents (including, in each case, any notes or schedules thereto) and all related compilations, reviews and other reports issued by Parent’s accountants with respect thereto (the “Parent Financial Statements”), Reports comply as to form in all material respects with applicable accounting requirements and the published rules and regulations of the SEC with respect thereto. The Parent Financial Statements , have been prepared in accordance with the GAAP (except, in the case of unaudited statements, as permitted by the rules and regulations of the SEC) applied on a consistent basis during the periods involved (except as may be indicated in the notes thereto) and fairly present presented in all material respects the consolidated financial condition position and the results of operations, changes in shareholders’ equity, and cash flows of the Company and changes in stockholders’ equity of Parent (on a its consolidated basis) subsidiaries as of the respective dates of and for the periods referred to in the Parent Financial Statements, all in accordance with GAAP (except as otherwise noted therein)such financial statements, subject, in the case of unaudited interim Parent Financial Statementsfinancial statements, to normal and year-end audit adjustments as permitted by GAAP and the absence applicable rules and regulations of notes. No financial statements the SEC (but only if the effect of such adjustments would not, individually or in the aggregate, be material). 2.9.3 The balance sheet of the Company dated as of February 28, 2017, contained in the SEC Reports filed prior to the date hereof is hereinafter referred to as the “Company Balance Sheet.” Neither the Company nor any Person of its subsidiaries has any Liabilities other than Parent and the Parent Subsidiaries Liabilities that: (i) are required by GAAP to be included reflected or reserved against in the consolidated financial statements Company Balance Sheet (including in the notes thereto); (ii) were incurred since the date of Parent. the Company Balance Sheet in the ordinary course of business consistent with past practice; or (iii) are incurred in connection with the transactions contemplated by this Agreement. 2.9.4 Except as required by GAAP, Parent has not, between December 31, 2009 and described in the Company SEC Reports filed prior to the date of this Agreement, made neither the Company nor any of its subsidiaries is a party to, or adopted has any material change in its accounting methods, practices or policies in effect on December 31, 2009. (d) Parent is in compliance in all material respects with commitment to become a party to: (i) any joint venture, off balance sheet partnership, or any similar Contract or arrangement (including any Contract or arrangement relating to any transaction or relationship between or among the applicable provisions Company or any of its Subsidiaries, on the Xxxxxxxx-Xxxxx Act of 2002 one hand, and any other Person, including any structured finance, special purpose, or limited purpose Person, on the other hand); or (ii) the applicable listing and corporate governance rules and regulations of the NYSE. (e) Parent has made available to the Company true and complete copies of all written comment letters from the staff of the SEC received since January 1, 2008 relating to the Parent SEC Documents and all written responses of Parent thereto other than with respect to requests for confidential treatment. There are no outstanding or unresolved comments in comment letters received from the SEC staff with respect to any Parent SEC Documents and, to the Knowledge of Parent, none of the Parent SEC Documents (other than confidential treatment requests) is the subject of ongoing SEC review. There are no internal investigations, or to the Knowledge of Parent, any SEC inquiries or investigations or other governmental inquiries or investigations pending or threatened, in each case regarding any accounting practices of Parent. (f) Parent has established and maintains disclosure controls and procedures and internal control over financial reporting “off balance sheet arrangements” (as such terms are defined in paragraphs (e) and (f), respectively, of Rule 13a-15 and paragraph (eItem 303(a) of Rule 15d-15 Regulation S-K under the Exchange Act). 2.9.5 Each of the principal executive officer and the principal financial officer of the Company (or each former principal executive officer and each former principal financial officer of the Company, as applicable) as has made all certifications required by Rules 13a-15 and 15d-15 under the Exchange Act. Parent’s disclosure controls and procedures are designed to ensure that all information (both financial and non-financial) required to be disclosed by Parent in the reports that it files Rule 13a-14 or furnishes 15d-14 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 required pursuant to Sections 302 and 906 of the Xxxxxxxx-Xxxxx Act. Parent’s management has completed an assessment of the effectiveness of Parent’s disclosure controls and procedures and, Act with respect to the extent required by applicable LawSEC Reports, presented and the statements contained 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 such certifications are true and procedures as of the end of the period covered by such report or amendment based on such evaluationaccurate in all material respects. Based on Parent’s management’s most recently completed evaluation of Parent’s internal control over financial reporting prior to the date For purposes of this Agreement, (i) Parent had no significant deficiencies or material weaknesses “principal executive officer” and “principal financial officer” shall have the meanings given to such terms in the design or operation Xxxxxxxx-Xxxxx Act. The Company is also in compliance with all of its internal control over financial reporting the other applicable provisions of the Xxxxxxxx-Xxxxx Act, except for any non-compliance that would reasonably be expected to adversely affect Parent’s ability to record, process, summarize and report financial information and (ii) Parent does not have knowledge of any fraud, whether or not material, that involves management or other employees who have a significant role in Parent’s internal control over financial reporting. (g) Parent and the Parent Subsidiaries do not have any material liabilities or obligations of a nature required by GAAP to be reflected on a consolidated balance sheet of Parent or in the notes thereto that would reasonably be expected to have, individually or in the aggregate, a Parent Company Material Adverse Effect, except (i) as disclosed, reflected or reserved against in the most recent audited balance sheet included in the Parent Financial Statements or the notes thereto, (ii) for liabilities and obligations incurred in the Ordinary Course of Business and (iii) for liabilities and obligations arising out of or in connection with this Agreement or the Transactions.

SEC Documents; Undisclosed Liabilities. (a) Parent RSI has filed or furnished all -------------------------------------- required registration statements, prospectuses, reports, schedules, forms, statements and other documents required to be filed or furnished by Parent (including exhibits and all other information incorporated therein) with the SEC under the Securities Act or the Exchange Act since December 31, 2009 1994 (the “Parent "RSI SEC Documents”"). (b) . As of its their respective filing datedates, or, if amended, as of the date of the last amendment prior to the date of this Agreement, each Parent RSI SEC Document Documents complied in all material respects with the requirements of the Exchange Securities Act of 1933, as amended (the "Securities Act"), or the Securities Exchange Act, as the case may be, and the rules and regulations of the SEC promulgated thereunder applicable to such Parent RSI SEC DocumentDocuments, and did not contain none of the RSI SEC Documents when filed contained any untrue statement of a material fact or omit omitted to state a material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading. (c) . The consolidated financial statements of Parent RSI included in the Parent RSI SEC Documents (including, in each case, any notes or schedules thereto) and all related compilations, reviews and other reports issued by Parent’s accountants with respect thereto (the “Parent Financial Statements”), comply as to form form, as of their respective dates of filing with the SEC, in all material respects with applicable accounting requirements and the published rules and regulations of the SEC with respect thereto. The Parent Financial Statements fairly present in all material respects the financial condition and the results of operations, cash flows and changes in stockholders’ equity of Parent (on a consolidated basis) as of the respective dates of and for the periods referred to in the Parent Financial Statements, all have been prepared in accordance with GAAP (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 otherwise noted therein), may be indicated in the notes thereto) and fairly present the consolidated financial position of RSI 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 interim Parent Financial Statementsunaudited statements, to normal year-end adjustments and the absence of notesaudit adjustments). No financial statements of RSI has not treated as restructuring charges any Person other than Parent and the Parent Subsidiaries are required by GAAP to be included significant expenses that RSI would otherwise have expensed against operating income in the consolidated financial statements ordinary course of Parentbusiness. Except as required by GAAP, Parent has not, between December 31, 2009 and the date of this Agreement, made or adopted any material change in its accounting methods, practices or policies in effect on December 31, 2009. (d) Parent is in compliance in all material respects with (i) the applicable provisions of the Xxxxxxxx-Xxxxx Act of 2002 and (ii) the applicable listing and corporate governance rules and regulations of the NYSE. (e) Parent has made available to the Company true and complete copies of all written comment letters from the staff of the SEC received since January 1, 2008 relating to the Parent SEC Documents and all written responses of Parent thereto other than with respect to requests for confidential treatment. There are no outstanding or unresolved comments as reflected in comment letters received from the SEC staff with respect to any Parent SEC Documents and, to the Knowledge of Parent, none of the Parent SEC Documents (other than confidential treatment requests) is the subject of ongoing SEC review. There are no internal investigations, or to the Knowledge of Parent, any SEC inquiries or investigations or other governmental inquiries or investigations pending or threatened, in each case regarding any accounting practices of Parent. (f) Parent has established and maintains disclosure controls and procedures and internal control over such financial reporting (as such terms are defined in paragraphs (e) and (f), respectively, of Rule 13a-15 and paragraph (e) of Rule 15d-15 under the Exchange Act) as required by Rules 13a-15 and 15d-15 under the Exchange Act. Parent’s disclosure controls and procedures are designed to ensure that all information (both financial and non-financial) required to be disclosed by Parent 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 required pursuant to Sections 302 and 906 of the Xxxxxxxx-Xxxxx Act. 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. Based on Parent’s management’s most recently completed evaluation of Parent’s internal control over financial reporting prior to the date of this Agreement, (i) Parent had no significant deficiencies or material weaknesses in the design or operation of its internal control over financial reporting that would reasonably be expected to adversely affect Parent’s ability to record, process, summarize and report financial information and (ii) Parent does not have knowledge of any fraud, whether or not material, that involves management or other employees who have a significant role in Parent’s internal control over financial reporting. (g) Parent and the Parent Subsidiaries do not have any material liabilities or obligations of a nature required by GAAP to be reflected on a consolidated balance sheet of Parent statements or in the notes thereto that would reasonably be expected to haveor (ii) for liabilities incurred in connection with this Agreement, the Option Agreements or the transactions contemplated hereby or thereby, neither RSI nor any of its subsidiaries has any liabilities or obligations of any nature which, individually or in the aggregate, would have a Parent Material Adverse Effect, except (i) as disclosed, reflected or reserved against in the most recent audited balance sheet included in the Parent Financial Statements or the notes thereto, (ii) for liabilities and obligations incurred in the Ordinary Course of Business and (iii) for liabilities and obligations arising out of or in connection with this Agreement or the Transactionsmaterial adverse effect on RSI.

SEC Documents; Undisclosed Liabilities. (a) Parent Acquisition Corp. has filed or furnished all reports, schedules, forms, statements and other documents required to be filed or furnished by Parent it with the SEC under the Securities Act or since October 5, 2006, pursuant to Sections 13(a), 14(a) and 15(d) of the Exchange Act since December 31, 2009 (the “Parent SEC DocumentsReports”). (b) As of its respective filing date, or, if amended, as of the date of the last amendment prior to the date of this Agreement, each Parent SEC Document Report complied in all material respects with the requirements of the Exchange Act or the Securities Act, as the case may be, and the rules and regulations of the SEC promulgated thereunder applicable to such Parent SEC DocumentReport. Except to the extent that information contained in any SEC Report has been revised or superseded by a later SEC Report, and did not contain none of the SEC Reports contains any untrue statement of a material fact or omit omits to state a any material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading. (c) . The consolidated financial statements of Parent Acquisition Corp. included in the Parent SEC Documents (including, in each case, any notes or schedules thereto) and all related compilations, reviews and other reports issued by Parent’s accountants with respect thereto (the “Parent Financial Statements”), Reports comply as to form in all material respects with applicable accounting requirements and the published rules and regulations of the SEC with respect thereto. The Parent Financial Statements , have been prepared in accordance with the U.S. generally accepted accounting principles (except, in the case of unaudited statements, as permitted by the rules and regulations of the SEC) applied on a consistent basis during the periods involved (except as may be indicated in the notes thereto) and fairly present in all material respects the consolidated financial condition position of Acquisition Corp. and the results of operations, cash flows and changes in stockholders’ equity of Parent (on a its consolidated basis) subsidiaries as of the respective dates thereof and the consolidated results of their operations and cash flows for the periods referred to in the Parent Financial Statements, all in accordance with GAAP shown (except as otherwise noted therein), subject, in the case of interim Parent Financial Statementsunaudited statements, to normal year-end adjustments and the absence of notes. No financial statements of any Person other than Parent and the Parent Subsidiaries are required by GAAP to be included in the consolidated financial statements of Parent. Except as required by GAAP, Parent has not, between December 31, 2009 and the date of this Agreement, made or adopted any material change in its accounting methods, practices or policies in effect on December 31, 2009audit adjustments). (dc) Parent is Except as set forth in compliance in all material respects with (i) the applicable provisions of the Xxxxxxxx-Xxxxx Act of 2002 and (ii) the applicable listing and corporate governance rules and regulations of the NYSE. (e) Parent has made available to the Company true and complete copies of all written comment letters from the staff of the SEC received since January 1Reports, 2008 relating Acquisition Corp. has no liabilities or obligations of any nature (whether accrued, absolute, contingent or otherwise) required by U.S. generally accepted accounting principles to be set forth on a balance sheet of Acquisition Corp. or in the Parent SEC Documents and all written responses of Parent thereto other than with respect to requests for confidential treatmentnotes thereto. There are no outstanding financial or unresolved comments in comment letters received from the SEC staff with respect contractual obligations and liabilities (including any obligations to any Parent SEC Documents and, to the Knowledge of Parent, none of the Parent SEC Documents (other than confidential treatment requests) is the subject of ongoing SEC review. There are no internal investigations, or to the Knowledge of Parent, any SEC inquiries or investigations issue capital stock or other governmental inquiries or investigations pending or threatened, in each case regarding any accounting practices of Parent. (fsecurities) Parent has established and maintains disclosure controls and procedures and internal control over financial reporting (as such terms are defined in paragraphs (e) and (f), respectively, of Rule 13a-15 and paragraph (e) of Rule 15d-15 under the Exchange Act) as required by Rules 13a-15 and 15d-15 under the Exchange Act. Parent’s disclosure controls and procedures are designed to ensure that all information (both financial and non-financial) required to be disclosed by Parent 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 required pursuant to Sections 302 and 906 of the Xxxxxxxx-Xxxxx Act. 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. Based on Parent’s management’s most recently completed evaluation of Parent’s internal control over financial reporting prior to due after the date hereof. All liabilities of this AgreementAcquisition Corp. shall have been paid off and shall in no event remain liabilities of Acquisition Corp., (i) Parent had no significant deficiencies or material weaknesses in the design or operation of its internal control over financial reporting that would reasonably be expected to adversely affect Parent’s ability to record, process, summarize and report financial information and (ii) Parent does not have knowledge of any fraud, whether or not material, that involves management or other employees who have a significant role in Parent’s internal control over financial reporting. (g) Parent and the Parent Subsidiaries do not have any material liabilities or obligations of a nature required by GAAP to be reflected on a consolidated balance sheet of Parent or in the notes thereto that would reasonably be expected to have, individually or in the aggregate, a Parent Material Adverse Effect, except (i) as disclosed, reflected or reserved against in the most recent audited balance sheet included in the Parent Financial Statements Xxxxx Xxxxx or the notes thereto, (ii) for liabilities and obligations incurred in Shareholders following the Ordinary Course of Business and (iii) for liabilities and obligations arising out of or in connection with this Agreement or the TransactionsClosing.

SEC Documents; Undisclosed Liabilities. (a) Parent The Company has filed or furnished -------------------------------------- all required reports, schedules, forms, forms and registration statements and other documents required to be filed or furnished by Parent with the SEC under since January 1, 1996 (collectively, and in each case including all exhibits and schedules thereto and documents incorporated by reference therein, the Securities Act or the Exchange Act since December 31, 2009 (the “Parent "SEC Documents”"). (b) . As of its their respective filing datedates, or, if amended, as of the date of the last amendment prior to the date of this Agreement, each Parent SEC Document Documents complied in all material respects with the requirements of the Exchange Securities Act or the Securities Exchange Act, as the case may be, and the rules and regulations of the SEC promulgated thereunder applicable to such Parent SEC DocumentDocuments, and did not contain none of the SEC Documents (including any and all financial statements included therein) as of such dates contained any untrue statement of a material fact or omit omitted to state a material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading. (c) . The consolidated financial statements of Parent the Company included in the Parent SEC Documents (including, in each case, any notes or schedules thereto) and all related compilations, reviews and other reports issued by Parent’s accountants with respect thereto (the “Parent "SEC Financial Statements”), ") comply as to form in all material respects with applicable accounting requirements and the published rules and regulations of the SEC with respect thereto. The Parent Financial Statements , have been prepared in accordance with generally accepted accounting principles (except, in the case of unaudited consolidated quarterly statements, as permitted by Form 10-Q of the SEC) applied on a consistent basis during the periods involved (except as may be indicated in the notes thereto) and fairly present in all material respects the consolidated financial condition position of the Company and the results of operations, cash flows and changes in stockholders’ equity of Parent (on a its consolidated basis) subsidiaries as of the respective dates thereof and the consolidated results of their operations and cash flows for the periods referred to in the Parent Financial Statements, all in accordance with GAAP then ended (except as otherwise noted therein), subject, in the case of interim Parent Financial Statementsunaudited quarterly statements, to normal year-end adjustments and the absence of notesaudit adjustments). No financial statements of any Person other than Parent and the Parent Subsidiaries are required by GAAP to be included in the consolidated financial statements of Parent. Except as required by GAAP, Parent has not, between Since December 31, 2009 and the date of this Agreement1998, made or adopted any material change in its accounting methods, practices or policies in effect on December 31, 2009. (d) Parent is in compliance in all material respects with (i) the applicable provisions of the Xxxxxxxx-Xxxxx Act of 2002 and (ii) the applicable listing and corporate governance rules and regulations of the NYSE. (e) Parent has made available to neither the Company true and complete copies of all written comment letters from the staff of the SEC received since January 1, 2008 relating to the Parent SEC Documents and all written responses of Parent thereto other than with respect to requests for confidential treatment. There are no outstanding or unresolved comments in comment letters received from the SEC staff with respect to nor any Parent SEC Documents and, to the Knowledge of Parent, none of the Parent SEC Documents (other than confidential treatment requests) is the subject of ongoing SEC review. There are no internal investigations, or to the Knowledge of Parent, any SEC inquiries or investigations or other governmental inquiries or investigations pending or threatened, in each case regarding any accounting practices of Parent. (f) Parent has established and maintains disclosure controls and procedures and internal control over financial reporting (as such terms are defined in paragraphs (e) and (f), respectively, of Rule 13a-15 and paragraph (e) of Rule 15d-15 under the Exchange Act) as required by Rules 13a-15 and 15d-15 under the Exchange Act. Parent’s disclosure controls and procedures are designed to ensure that all information (both financial and non-financial) required to be disclosed by Parent 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 required pursuant to Sections 302 and 906 of the Xxxxxxxx-Xxxxx Act. 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. Based on Parent’s management’s most recently completed evaluation of Parent’s internal control over financial reporting prior to the date of this Agreement, (i) Parent had no significant deficiencies or material weaknesses in the design or operation of its internal control over financial reporting that would reasonably be expected to adversely affect Parent’s ability to recordsubsidiaries, process, summarize and report financial information and (ii) Parent does not have knowledge of has incurred any fraud, whether or not material, that involves management or other employees who have a significant role in Parent’s internal control over financial reporting. (g) Parent and the Parent Subsidiaries do not have any material liabilities or obligations of a any nature required by GAAP (whether accrued, absolute, contingent or otherwise) required, if known, to be reflected or reserved against on a consolidated balance sheet of Parent or the Company prepared in accordance with GAAP except (i) as and to the extent set forth on the audited balance sheet of the Company and its subsidiaries as of December 31, 1998 (including the notes thereto), (ii) as incurred in connection with the transactions contemplated by this Agreement, (iii) as incurred after December 31, 1998 in the notes thereto that ordinary course of business and consistent with past practice, (iv) as described in the SEC Documents filed since December 31, 1998 (the "Recent SEC Documents"), or (v) as would reasonably be expected to havenot, individually or in the aggregate, have a Parent Company Material Adverse Effect, except (i) as disclosed, reflected or reserved against in the most recent audited balance sheet included in the Parent Financial Statements or the notes thereto, (ii) for liabilities and obligations incurred in the Ordinary Course of Business and (iii) for liabilities and obligations arising out of or in connection with this Agreement or the Transactions.

SEC Documents; Undisclosed Liabilities. (ai) Parent XM has filed filed, or furnished furnished, as applicable, all required reports, schedules, forms, registration statements and other documents required to be filed or furnished by Parent with the SEC under the Securities Act or the Exchange Act since December 31, 2009 2004 (the “Parent XM SEC Documents”). (b) . As of its their respective dates of filing date, with the SEC (or, if amendedamended or superseded by a filing prior to the date hereof, as of the date of such filing), the last amendment prior to the date of this Agreement, each Parent XM SEC Document Documents complied in all material respects with the requirements of the Exchange Securities Act or the Securities Exchange Act, as the case may be, and the rules and regulations of the SEC promulgated thereunder applicable to such Parent XM SEC DocumentDocuments, and did not contain none of the XM SEC Documents when filed contained any untrue statement of a material fact or omit omitted to state a material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading. (c) . The consolidated financial statements of Parent XM included in the Parent XM SEC Documents (including, in each case, any notes or schedules thereto) and all related compilations, reviews and other reports issued by Parent’s accountants with respect thereto (the “Parent Financial Statements”), comply complied as to form 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. The Parent Financial Statements thereto (except, in the case of unaudited statements, as permitted by Form 10-Q of the SEC), have been prepared in accordance with generally accepted accounting principles applied on a consistent basis during the periods involved (except as may be disclosed therein) and fairly present in all material respects the consolidated financial condition position of XM and its consolidated Subsidiaries and the consolidated results of operations, cash flows and changes in stockholders’ equity and cash flows of Parent (on a consolidated basis) such companies as of the respective dates of and for the periods referred shown. There are no outstanding comments from the Staff of the SEC with respect to in any of the Parent Financial Statements, all in accordance with GAAP XM SEC Documents. (except as otherwise noted therein), subject, in the case of interim Parent Financial Statements, to normal year-end adjustments and the absence of notes. No financial statements of any Person other than Parent and the Parent Subsidiaries ii) Except for (A) those liabilities that are required by GAAP to be included fully reflected or reserved for in the consolidated financial statements of Parent. Except as required by GAAP, Parent has not, between December 31, 2009 and the date of this Agreement, made or adopted any material change XM included in its accounting methods, practices or policies in effect on December 31, 2009. (d) Parent is in compliance in all material respects with (i) the applicable provisions of the Xxxxxxxx-Xxxxx Act of 2002 and (ii) the applicable listing and corporate governance rules and regulations of the NYSE. (e) Parent has made available to the Company true and complete copies of all written comment letters from the staff of the SEC received since January 1, 2008 relating to the Parent SEC Documents and all written responses of Parent thereto other than with respect to requests for confidential treatment. There are no outstanding or unresolved comments in comment letters received from the SEC staff with respect to any Parent SEC Documents and, to the Knowledge of Parent, none of the Parent SEC Documents (other than confidential treatment requests) is the subject of ongoing SEC review. There are no internal investigations, or to the Knowledge of Parent, any SEC inquiries or investigations or other governmental inquiries or investigations pending or threatened, in each case regarding any accounting practices of Parent. (f) Parent has established and maintains disclosure controls and procedures and internal control over financial reporting (as such terms are defined in paragraphs (e) and (f), respectively, of Rule 13a-15 and paragraph (e) of Rule 15d-15 under the Exchange Act) as required by Rules 13a-15 and 15d-15 under the Exchange Act. Parent’s disclosure controls and procedures are designed to ensure that all information (both financial and non-financial) required to be disclosed by Parent 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 required pursuant to Sections 302 and 906 of the Xxxxxxxx-Xxxxx Act. 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 Quarterly Report on Form 10-K or Form 10-QQ for the fiscal quarter ended September 30, or any amendment thereto2006, its conclusions about as filed with the effectiveness of the disclosure controls and procedures as of the end of the period covered by such report or amendment based on such evaluation. Based on Parent’s management’s most recently completed evaluation of Parent’s internal control over financial reporting SEC prior to the date of this AgreementAgreement (the “XM Financial Statements”), (iB) Parent had no significant deficiencies or material weaknesses liabilities incurred since September 30, 2006 in the design or operation ordinary course of its internal control over financial reporting that business consistent with past practice, (C) liabilities which would reasonably be expected to adversely affect Parent’s ability to record, process, summarize and report financial information and (ii) Parent does not have knowledge of any fraud, whether or not material, that involves management or other employees who have a significant role in Parent’s internal control over financial reporting. (g) Parent and the Parent Subsidiaries do not have any material liabilities or obligations of a nature required by GAAP to be reflected on a consolidated balance sheet of Parent or in the notes thereto that would reasonably be expected to havenot, individually or in the aggregate, reasonably be expected to have a Parent Material Adverse Effectmaterial adverse effect on XM, except (iD) as disclosedliabilities incurred pursuant to the transactions contemplated by this Agreement, reflected and (E) liabilities or reserved against obligations discharged or paid in full prior to the date of this Agreement in the most recent audited balance sheet included ordinary course of business consistent with past practice, XM and its Subsidiaries do not have, and since September 30, 2006, XM and its Subsidiaries have not incurred (except as permitted by Section 4.1), any liabilities or obligations of any nature whatsoever (whether accrued, absolute, matured, determined, contingent or otherwise and whether or not required to be reflected in the Parent Financial Statements or the notes thereto, (ii) for liabilities and obligations incurred XM’s financial statements in the Ordinary Course of Business and (iii) for liabilities and obligations arising out of or in connection accordance with this Agreement or the Transactionsgenerally accepted accounting principles).

SEC Documents; Undisclosed Liabilities. (a) Parent The Company has filed or furnished all -------------------------------------- required reports, schedules, forms, statements and other documents required to be filed or furnished by Parent with the SEC under since January 1, 1994, (collectively, and in each case including all exhibits and schedules thereto and documents incorporated by reference therein, the Securities Act or the Exchange Act since December 31, 2009 (the “Parent "SEC Documents”"). (b) . As of its their respective filing datedates, or, if amended, as of the date of the last amendment prior to the date of this Agreement, each Parent SEC Document Documents complied in all material respects with the requirements of the Exchange Securities Act or the Securities Exchange Act, as the case may be, and the rules and regulations of the SEC promulgated thereunder applicable to such Parent SEC DocumentDocuments, and did not contain none of the SEC Documents (including any and all financial statements included therein) as of such dates contained any untrue statement of a material fact or omit omitted to state a material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading. (c) . The consolidated financial statements of Parent the Company included in the Parent SEC Documents (including, in each case, any notes or schedules thereto) and all related compilations, reviews and other reports issued by Parent’s accountants with respect thereto (the “Parent "SEC Financial Statements”), ") comply as to form in all material respects with applicable accounting requirements and the published rules and regulations of the SEC with respect thereto. The Parent Financial Statements , have been prepared in accordance with generally accepted accounting principles (except, in the case of unaudited consolidated quarterly statements, as permitted by Form 10-Q of the SEC) applied on a consistent basis during the periods involved (except as may be indicated in the notes thereto) and fairly present in all material respects the consolidated financial condition position of the Company and the results of operations, cash flows and changes in stockholders’ equity of Parent (on a its consolidated basis) subsidiaries as of the respective dates thereof and the consolidated results of their operations and cash flows for the periods referred to in the Parent Financial Statements, all in accordance with GAAP then ended (except as otherwise noted therein), subject, in the case of interim Parent Financial Statementsunaudited quarterly statements, to normal year-end adjustments and the absence of notesaudit adjustments). No financial statements of any Person other than Parent and the Parent Subsidiaries are required by GAAP to be included in the consolidated financial statements of Parent. Except as required by GAAP, Parent has not, between Since December 31, 2009 1995, neither the Company nor any of its subsidiaries, has incurred any liabilities or obligations of any nature (whether accrued, absolute, contingent or otherwise) except (i) as and to the date extent set forth on the audited balance sheet of this Agreement, made or adopted any material change in the Company and its accounting methods, practices or policies in effect on subsidiaries as of December 31, 2009. 1995 (d) Parent is in compliance in all material respects with (i) including the applicable provisions of the Xxxxxxxx-Xxxxx Act of 2002 and notes thereto), (ii) as incurred in connection with the applicable listing and corporate governance rules and regulations of the NYSE. (e) Parent has made available to the Company true and complete copies of all written comment letters from the staff of the SEC received since January 1, 2008 relating to the Parent SEC Documents and all written responses of Parent thereto other than with respect to requests for confidential treatment. There are no outstanding or unresolved comments in comment letters received from the SEC staff with respect to any Parent SEC Documents and, to the Knowledge of Parent, none of the Parent SEC Documents (other than confidential treatment requests) is the subject of ongoing SEC review. There are no internal investigations, or to the Knowledge of Parent, any SEC inquiries or investigations or other governmental inquiries or investigations pending or threatened, in each case regarding any accounting practices of Parent. (f) Parent has established and maintains disclosure controls and procedures and internal control over financial reporting (as such terms are defined in paragraphs (e) and (f), respectively, of Rule 13a-15 and paragraph (e) of Rule 15d-15 under the Exchange Act) as required transactions contemplated by Rules 13a-15 and 15d-15 under the Exchange Act. Parent’s disclosure controls and procedures are designed to ensure that all information (both financial and non-financial) required to be disclosed by Parent 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 required pursuant to Sections 302 and 906 of the Xxxxxxxx-Xxxxx Act. 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. Based on Parent’s management’s most recently completed evaluation of Parent’s internal control over financial reporting prior to the date of this Agreement, (iiii) Parent had no significant deficiencies or material weaknesses as incurred after December 31, 1995 in the design or operation ordinary course of its internal control over financial reporting that would reasonably be expected to adversely affect Parent’s ability to recordbusiness and consistent with past practice, process, summarize and report financial information and (iiiv) Parent does not have knowledge of any fraud, whether or not material, that involves management or other employees who have a significant role in Parent’s internal control over financial reporting. (g) Parent and the Parent Subsidiaries do not have any material liabilities or obligations of a nature required by GAAP to be reflected on a consolidated balance sheet of Parent or as described in the notes thereto that SEC Documents filed since December 31, 1995 (the "Recent SEC Documents"), or (v) as would reasonably be expected to havenot, individually or in the aggregate, have a Parent Material Adverse Effect, except (i) as disclosed, reflected or reserved against in material adverse effect with respect to the most recent audited balance sheet included in the Parent Financial Statements or the notes thereto, (ii) for liabilities and obligations incurred in the Ordinary Course of Business and (iii) for liabilities and obligations arising out of or in connection with this Agreement or the TransactionsCompany.

SEC Documents; Undisclosed Liabilities. (a) Parent Integrated has filed or furnished all reports, schedules, forms, statements statements, and other documents required to be filed or furnished by Parent it with the SEC under the Securities Act or since January 1, 2013, pursuant to Sections 13(a), 14(a) and 15(d) of the Exchange Act since December 31, 2009 (the “Parent SEC DocumentsReports”). (b) As of its respective filing date, or, if amended, as of the date of the last amendment prior to the date of this Agreement, each Parent SEC Document Report complied in all material respects with the requirements of the Exchange Act or the Securities Act, as the case may be, and the rules and regulations of the SEC promulgated thereunder applicable to such Parent SEC DocumentReport. Except to the extent that information contained in any SEC Report has been revised or superseded by a later SEC Report and with respect to the Delaware franchise taxes, and did not contain none of the SEC Reports contains any untrue statement of a material fact or omit omits to state a any material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading. (c) . The consolidated financial statements of Parent Integrated included in the Parent SEC Documents (including, in each case, any notes or schedules thereto) and all related compilations, reviews and other reports issued by Parent’s accountants with respect thereto (the “Parent Financial Statements”), Reports comply as to form in all material respects with applicable accounting requirements and the published rules and regulations of the SEC with respect thereto. The Parent Financial Statements , have been prepared in accordance with the U.S. generally accepted accounting principles (except, in the case of unaudited statements, as permitted by the rules and regulations of the SEC) applied on a consistent basis during the periods involved (except as may be indicated in the notes thereto) and fairly present in all material respects the consolidated financial condition position of Integrated and the results of operations, cash flows and changes in stockholders’ equity of Parent (on a its consolidated basis) subsidiaries as of the respective dates thereof and the consolidated results of their operations and cash flows for the periods referred to in the Parent Financial Statements, all in accordance with GAAP shown (except as otherwise noted therein), subject, in the case of interim Parent Financial Statementsunaudited statements, to normal year-end adjustments audit adjustments) and the absence of notes. No financial statements of any Person other than Parent and the Parent Subsidiaries are required by GAAP subject to be included in the consolidated financial statements of Parent. Except as required by GAAP, Parent has not, between December 31, 2009 and the date of this Agreement, made or adopted any material change in its accounting methods, practices or policies in effect on December 31, 2009Delaware franchise taxes. (dc) Parent is in compliance in all material respects with (i) Except for the applicable provisions of the Xxxxxxxx-Xxxxx Act of 2002 Delaware franchise taxes and (ii) the applicable listing and corporate governance rules and regulations of the NYSE. (e) Parent has made available to the Company true and complete copies of all written comment letters from the staff of the SEC received since January 1associated interest, 2008 relating to the Parent SEC Documents and all written responses of Parent thereto other than with respect to requests for confidential treatment. There are no outstanding or unresolved comments in comment letters received from the SEC staff with respect to any Parent SEC Documents and, to the Knowledge of Parent, none of the Parent SEC Documents (other than confidential treatment requests) is the subject of ongoing SEC review. There are no internal investigations, or to the Knowledge of Parent, any SEC inquiries or investigations or other governmental inquiries or investigations pending or threatened, in each case regarding any accounting practices of Parent. (f) Parent has established and maintains disclosure controls and procedures and internal control over financial reporting (as such terms are defined in paragraphs (e) and (f), respectively, of Rule 13a-15 and paragraph (e) of Rule 15d-15 under the Exchange Act) as required by Rules 13a-15 and 15d-15 under the Exchange Act. Parent’s disclosure controls and procedures are designed to ensure that all information (both financial and non-financial) required to be disclosed by Parent indicated in the reports that it files or furnishes under the Exchange Act is recordedIntegrated Disclosure Letter, 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 required pursuant to Sections 302 and 906 of the Xxxxxxxx-Xxxxx Act. Parent’s management Integrated 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. Based on Parent’s management’s most recently completed evaluation of Parent’s internal control over financial reporting prior to the date of this Agreement, (i) Parent had no significant deficiencies or material weaknesses in the design or operation of its internal control over financial reporting that would reasonably be expected to adversely affect Parent’s ability to record, process, summarize and report financial information and (ii) Parent does not have knowledge of any fraud, whether or not material, that involves management or other employees who have a significant role in Parent’s internal control over financial reporting. (g) Parent and the Parent Subsidiaries do not have any material liabilities or obligations of a any nature (whether accrued, absolute, contingent or otherwise) in excess of $3,000 individually required by GAAP U.S. generally accepted accounting principles to be reflected set forth on a consolidated balance sheet of Parent Integrated or in the notes thereto that would reasonably be expected to havethereto. Except as otherwise disclosed herein, individually in the SEC Reports or in the aggregateIntegrated Disclosure Letter, a Parent Material Adverse Effect, except there are no financial or contractual obligations and liabilities (iincluding any obligations to issue capital stock or other securities) as disclosed, reflected or reserved against in due after the most recent audited balance sheet included in the Parent Financial Statements or the notes thereto, (ii) for liabilities and obligations incurred in the Ordinary Course of Business and (iii) for liabilities and obligations arising out of or in connection with this Agreement or the Transactionsdate hereof.

SEC Documents; Undisclosed Liabilities. (a) Parent has filed or furnished all reports, schedules, forms, statements and other documents required to be filed or furnished by Parent with the SEC under the Securities Act or the Exchange Act since December 31, 2009 (pursuant to Sections 13(a) and 15(d) of the “Parent SEC Documents”)Exchange Act. (b) As of its respective filing date, or, if amended, as of the date of the last amendment prior to the date of this Agreement, each Parent SEC Document filed with the SEC complied in all material respects with the requirements of the Exchange Act or the Securities Act, as the case may be, and the rules and regulations of the SEC promulgated thereunder applicable to such Parent SEC Document, 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 in order to make the statements therein, in light of the circumstances under which they were made, not misleading. (c) . Except to the extent that information contained in any Parent SEC Document filed with the SEC has been revised or superseded by a later filed Parent SEC Document, none of the Parent SEC Documents filed with the SEC contained any untrue statement of a material fact or omits to state any material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading. The consolidated financial statements of Parent included in the Parent SEC Documents (including, in each case, any notes or schedules thereto) and all related compilations, reviews and other reports issued by Parent’s accountants filed with respect thereto (the “Parent Financial Statements”), SEC comply as to form in all material respects with applicable accounting requirements and the published rules and regulations of the SEC with respect thereto. The Parent Financial Statements , have been prepared in accordance with GAAP applied on a consistent basis during the periods involved (except as may be indicated in the notes thereto) and fairly present in all material respects the consolidated financial condition and the results of operations, cash flows and changes in stockholders’ equity position of Parent (on a and its consolidated basis) Subsidiaries as of the respective dates thereof and the consolidated results of their operations and cash flows for the periods referred to in the Parent Financial Statements, all in accordance with GAAP shown (except as otherwise noted therein), subject, in the case of interim Parent Financial Statementsunaudited statements, to normal year-end adjustments audit adjustments). (c) Except (i) as reflected or reserved against in the balance sheet (or the notes thereto) as of December 31, 2010 included in the Parent SEC Documents, (ii) as permitted or contemplated by this Agreement, (iii) for liabilities and obligations incurred since December 31, 2010 in the absence ordinary course of notes. No financial statements business, and (iv) for liabilities or obligations which have been discharged or paid in full in the ordinary course of business, neither Parent nor any of its Subsidiaries has any liabilities or obligations of any Person other than Parent and the Parent Subsidiaries are nature, whether or not accrued, contingent or otherwise, that would be required by GAAP to be included reflected on a consolidated balance sheet of Parent and its consolidated Subsidiaries (or in the consolidated financial statements of notes thereto), other than those that would not reasonably be expected to have a Material Adverse Effect on Parent. Except as required by GAAP, Parent has not, between December 31, 2009 and the date of this Agreement, made or adopted any material change in its accounting methods, practices or policies in effect on December 31, 2009. (d) Parent is maintains a system of “internal control over financial reporting” (as defined in compliance Rules 13a-15(f) and 15d-15(f) of the Exchange Act) sufficient to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in all material respects accordance with GAAP and includes those policies and procedures that (i) pertain to the applicable provisions maintenance of records that in reasonable detail accurately and fairly reflect the Xxxxxxxx-Xxxxx Act transactions and dispositions of 2002 Parent’s and its Subsidiaries’ assets; (ii) the applicable listing provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with GAAP, and corporate governance rules that Parent’s and regulations its Subsidiaries’ receipts and expenditures are being made only in accordance with authorizations of the NYSEParent’s management and directors; and (iii) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use or disposition of Parent’s and its Subsidiaries’ assets that could have a material effect on Parent’s financial statements. (e) Parent has made available to the Company true and complete copies of all written comment letters from the staff of the SEC received since January 1, 2008 relating to the Parent SEC Documents and all written responses of Parent thereto other than with respect to requests for confidential treatment. There are no outstanding or unresolved comments in comment letters received from the SEC staff with respect to any Parent SEC Documents and, to the Knowledge of Parent, none of the Parent SEC Documents (other than confidential treatment requests) is the subject of ongoing SEC review. There are no internal investigations, or to the Knowledge of Parent, any SEC inquiries or investigations or other governmental inquiries or investigations pending or threatened, in each case regarding any accounting practices of Parent. (f) Parent has established and maintains The “disclosure controls and procedures and internal control over financial reporting procedures” (as such terms are defined in paragraphs (eRules 13a–15(e) and (f), respectively, of Rule 13a-15 and paragraph (e15d–15(e) of Rule 15d-15 under the Exchange Act) as required utilized by Rules 13a-15 and 15d-15 under the Exchange Act. Parent’s disclosure controls and procedures Parent are reasonably designed to ensure that all information (both financial and non-–financial) required to be disclosed by 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 rules and forms of the SEC, SEC and that all such information required to be disclosed is accumulated and communicated to the management of Parent’s management , as appropriate appropriate, to allow timely decisions regarding required disclosure and to enable the chief executive officer and chief financial officer of Parent to make the certifications required pursuant under the Exchange Act with respect to Sections 302 and 906 of the Xxxxxxxx-Xxxxx Act. 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. Based on Parent’s management’s most recently completed evaluation of Parent’s internal control over financial reporting prior to the date of this Agreement, (i) Parent had no significant deficiencies or material weaknesses in the design or operation of its internal control over financial reporting that would reasonably be expected to adversely affect Parent’s ability to record, process, summarize and report financial information and (ii) Parent does not have knowledge of any fraud, whether or not material, that involves management or other employees who have a significant role in Parent’s internal control over financial reportingreports. (g) Parent and the Parent Subsidiaries do not have any material liabilities or obligations of a nature required by GAAP to be reflected on a consolidated balance sheet of Parent or in the notes thereto that would reasonably be expected to have, individually or in the aggregate, a Parent Material Adverse Effect, except (i) as disclosed, reflected or reserved against in the most recent audited balance sheet included in the Parent Financial Statements or the notes thereto, (ii) for liabilities and obligations incurred in the Ordinary Course of Business and (iii) for liabilities and obligations arising out of or in connection with this Agreement or the Transactions.

SEC Documents; Undisclosed Liabilities. (a) Parent The Company has filed or furnished all material reports, schedules, forms, statements and other documents required to be filed or furnished pursuant to Sections 13(a) and 15(d) of the Exchange Act by Parent the Company with the SEC under the Securities Act or the Exchange Act since December 31January 1, 2009 2015 (the “Parent Company SEC Documents”). (b) As of its their respective filing dateeffective dates (in the case of Company SEC Documents that are registration statements filed pursuant to the Securities Act of 1933 (together with the rules and regulations promulgated thereunder, or, if amended, the “Securities Act”)) and as of their respective SEC filing dates (in the date case of the last amendment prior to the date of this Agreementall other Company SEC Documents), each Parent Company SEC Document complied as to form in all material respects with the requirements of the Exchange Securities Act or the Securities Exchange Act, as the case may be, and the rules and regulations of the SEC promulgated thereunder applicable to such Parent Company SEC Document, and except to the extent amended or superseded by a subsequent filing with the SEC prior to the date hereof, did not contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading. (c) The audited annual consolidated financial statements of Parent included in and the Parent SEC Documents unaudited quarterly consolidated financial statements (including, in each case, any the notes or schedules thereto) and all related compilations, reviews and other reports issued by Parent’s accountants with respect thereto of the Company included in the Company SEC Documents when filed (the “Parent Financial Statements”), comply i) complied as to form in all material respects with applicable accounting requirements and the published rules and regulations of the SEC with respect thereto. The Parent Financial Statements , (ii) have been prepared in all material respects in accordance with generally accepted accounting principles in the United States (“GAAP”) (except, in the case of unaudited quarterly statements, as permitted by Form 10-Q of the SEC or other rules and regulations of the SEC) applied in all material respects on a consistent basis during the periods involved (except as may be indicated in the notes thereto) and (iii) fairly present in all material respects the consolidated financial condition position of the Company and the results of operations, cash flows and changes in stockholders’ equity of Parent (on a its consolidated basis) subsidiaries as of the respective dates thereof and the consolidated results of their operations and cash flows for the periods referred to in the Parent Financial Statements, all in accordance with GAAP covered thereby (except as otherwise noted therein), subject, in the case of interim Parent Financial Statementsunaudited quarterly statements, to normal year-end adjustments and the absence of notes. No financial statements of any Person other than Parent and the Parent Subsidiaries are required by GAAP to be included in the consolidated financial statements of Parent. Except as required by GAAP, Parent has not, between December 31, 2009 and the date of this Agreement, made or adopted any material change in its accounting methods, practices or policies in effect on December 31, 2009footnotes). (d) Parent is Except as reflected or reserved against in compliance the consolidated balance sheet of the Company, as of December 31, 2015, or the notes thereto, included in all material respects with the Company SEC Documents (such balance sheet and the notes thereto, the “Company Balance Sheet”), the Company and the Company Subsidiaries do not have any liability or obligation of any nature (whether accrued, absolute, contingent or otherwise) other than (i) liabilities or obligations incurred in the applicable provisions ordinary course of business since the date of the Xxxxxxxx-Xxxxx Act of 2002 and Company Balance Sheet, (ii) liabilities or obligations incurred in connection with the applicable listing Transactions and corporate governance rules and regulations of (iii) liabilities or obligations that would not reasonably be expected to, individually or in the NYSEaggregate, have a Company Material Adverse Effect. (e) Parent has made available to the The Company true and complete copies of all written comment letters from the staff of the SEC received since January 1, 2008 relating to the Parent SEC Documents and all written responses of Parent thereto other than with respect to requests for confidential treatment. There are no outstanding or unresolved comments in comment letters received from the SEC staff with respect to any Parent SEC Documents and, to the Knowledge of Parent, none of the Parent SEC Documents (other than confidential treatment requests) is the subject of ongoing SEC review. There are no internal investigations, or to the Knowledge of Parent, any SEC inquiries or investigations or other governmental inquiries or investigations pending or threatened, in each case regarding any accounting practices of Parent. (f) Parent has established and maintains disclosure controls and procedures and a system of internal control over financial reporting (as such terms are defined in paragraphs (e) and (f), respectively, of Rule 13a-15 and paragraph (e) of Rule 15d-15 under the Exchange Act) as required by Rules Rule 13a-15 and 15d-15 under the Exchange Act. Parent’s disclosure controls and procedures are designed to ensure that all information (both financial and non-financial) required to be disclosed by Parent in From 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 date 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 required pursuant to Sections 302 and 906 filing of the Xxxxxxxx-Xxxxx Act. ParentCompany’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 Annual Report on Form 10-K or Form 10-Qfor the fiscal year ended December 31, or any amendment thereto, its conclusions about the effectiveness of the disclosure controls and procedures as of the end of the period covered by such report or amendment based on such evaluation. Based on Parent’s management’s most recently completed evaluation of Parent’s internal control over financial reporting prior 2015 to the date of this Agreement, the Company’s auditors have not identified to the Company or to the audit committee of the Company Board, and the Company has not identified to the audit committee of the Company Board, (i) Parent had no any significant deficiencies or material weaknesses in the design or operation of its internal control over financial reporting that would which are reasonably be expected likely to adversely affect Parentthe Company’s ability to record, process, summarize and report financial information and or (ii) Parent does not have knowledge of any fraud, whether or not material, that involves management or other employees who have a significant role in Parentthe Company’s internal control over financial reporting. To the knowledge of the Company, as of the date hereof, none of the Company SEC Documents is the subject of ongoing SEC review or outstanding SEC investigation and there are no outstanding or unresolved comments received from the SEC with respect to any of the Company SEC Documents. (g) Parent and the Parent Subsidiaries do not have any material liabilities or obligations of a nature required by GAAP to be reflected on a consolidated balance sheet of Parent or in the notes thereto that would reasonably be expected to have, individually or in the aggregate, a Parent Material Adverse Effect, except (i) as disclosed, reflected or reserved against in the most recent audited balance sheet included in the Parent Financial Statements or the notes thereto, (ii) for liabilities and obligations incurred in the Ordinary Course of Business and (iii) for liabilities and obligations arising out of or in connection with this Agreement or the Transactions.

SEC Documents; Undisclosed Liabilities. (a) Parent The Company has filed or furnished all reports, schedules, forms, statements and other documents required to be filed or furnished pursuant to Sections 13(a) and 15(d) of the Exchange Act by Parent the Company with the SEC under the Securities Act or the Exchange Act since December 31January 1, 2009 2007 (the “Parent Company SEC Documents”). (b) As of its their respective filing date, or, if amended, effective dates (in the case of Company SEC Documents that are registration statements filed pursuant to the Securities Act) and as of their respective SEC filing dates (in the date case of the last amendment prior to the date of this Agreementall other Company SEC Documents), each Parent Company SEC Document complied as to form in all material respects with the requirements of the Exchange Securities Act or the Securities Exchange Act, as the case may be, and the rules and regulations of the SEC promulgated thereunder applicable to such Parent Company SEC Document, and except to the extent corrected or superseded by a subsequent filing with the SEC prior to the date hereof, did not contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading. (c) The audited consolidated financial statements of Parent included in and the Parent SEC Documents unaudited quarterly financial statements (including, in each case, any the notes or schedules thereto) and all related compilations, reviews and other reports issued by Parent’s accountants with respect thereto (of the “Parent Financial Statements”), comply Company included in the Company SEC Documents when filed complied as to form in all material respects with applicable accounting requirements and the published rules and regulations of the SEC with respect thereto. The Parent Financial Statements , have been prepared in accordance with generally accepted accounting principles in the United States (“GAAP”) (except, in the case of unaudited quarterly statements, as permitted by Form 10-Q of the SEC or other rules and regulations of the SEC) applied in all material respects on a consistent basis during the periods involved (except as may be indicated in the notes thereto) and fairly present in all material respects the consolidated financial condition position of the Company and the results of operations, cash flows and changes in stockholders’ equity of Parent (on a its consolidated basis) subsidiaries as of the respective dates thereof and the consolidated results of their operations and cash flows for the periods referred to in the Parent Financial Statements, all in accordance with GAAP then ended (except as otherwise noted therein), subject, in the case of interim Parent Financial Statementsunaudited quarterly statements, to normal year-end adjustments and the absence of notes. No financial statements of any Person other than Parent and the Parent Subsidiaries are required by GAAP to be included in the consolidated financial statements of Parent. Except as required by GAAP, Parent has not, between December 31, 2009 and the date of this Agreement, made or adopted any material change in its accounting methods, practices or policies in effect on December 31, 2009adjustments). (d) Parent is Except as set forth in compliance in all material respects with (i) the applicable provisions audited consolidated balance sheet of the Xxxxxxxx-Xxxxx Act Company, as of 2002 and (ii) the applicable listing and corporate governance rules and regulations of the NYSE. (e) Parent has made available to December 31, 2008, included in the Company true and complete copies of all written comment letters from the staff of the SEC received since January 1, 2008 relating to the Parent SEC Documents and all written responses of Parent thereto other than with respect to requests for confidential treatment. There are no outstanding or unresolved comments in comment letters received from the SEC staff with respect to any Parent SEC Documents and, to the Knowledge of Parent, none of the Parent SEC Documents (other than confidential treatment requests) is together with the subject of ongoing SEC review. There are no internal investigationsnotes thereto, or to the Knowledge of Parent, any SEC inquiries or investigations or other governmental inquiries or investigations pending or threatened, in each case regarding any accounting practices of Parent. (f) Parent has established and maintains disclosure controls and procedures and internal control over financial reporting (as such terms are defined in paragraphs (e) and (f“Company Balance Sheet”), respectively, of Rule 13a-15 and paragraph (e) of Rule 15d-15 under the Exchange Act) as required by Rules 13a-15 and 15d-15 under the Exchange Act. Parent’s disclosure controls and procedures are designed to ensure that all information (both financial and non-financial) required to be disclosed by Parent 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 required pursuant to Sections 302 and 906 of the Xxxxxxxx-Xxxxx Act. 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. Based on Parent’s management’s most recently completed evaluation of Parent’s internal control over financial reporting prior to the date of this Agreement, (i) Parent had no significant deficiencies or material weaknesses in the design or operation of its internal control over financial reporting that would reasonably be expected to adversely affect Parent’s ability to record, process, summarize and report financial information and (ii) Parent does not have knowledge of any fraud, whether or not material, that involves management or other employees who have a significant role in Parent’s internal control over financial reporting. (g) Parent Company and the Parent Company Subsidiaries do not have any material liability or obligation of any nature (whether accrued, absolute, contingent or otherwise) other than (i) liabilities or obligations of a nature required by GAAP to be reflected on a consolidated balance sheet of Parent or incurred in the notes thereto ordinary course of business since the date of the Company Balance Sheet, (ii) liabilities or obligations incurred in connection with the Transactions and (iii) liabilities or obligations that would not reasonably be expected to haveto, individually or in the aggregate, have a Parent Company Material Adverse Effect, except . (e) The Company maintains a system of “internal controls over financial reporting” (as defined in Rules 13a-15(f) and 15d-15(f) of the Exchange Act) sufficient to provide reasonable assurances (i) that transactions are recorded as disclosednecessary to permit preparation of financial statements in conformity with GAAP, reflected or reserved against in the most recent audited balance sheet included in the Parent Financial Statements or the notes theretoconsistently applied, (ii) for liabilities and obligations incurred that transactions are executed only in accordance with the Ordinary Course authorization of Business management and (iii) for liabilities and obligations arising out regarding prevention or timely detection of the unauthorized acquisition, use or in connection with this Agreement disposition of the Company’s properties or the Transactionsassets.

SEC Documents; Undisclosed Liabilities. (a) Parent i-Cube has filed or furnished all -------------------------------------- required reports, ,schedules, ,forms, ,statements and other documents required to be filed or furnished by Parent (including exhibits and all other information incorporated therein) with the SEC under the Securities Act or the Exchange Act since December 31June 18, 2009 1998 (the “Parent "i-Cube SEC Documents”"). (b) . As of its their respective filing datedates, or, if amended, as of the date of the last amendment prior to the date of this Agreement, each Parent i-Cube SEC Document Documents complied in all material respects with the requirements of the Exchange Securities Act of 1933, as amended (the "Securities Act"), or the Securities Exchange Act, as the case may be, and the rules and regulations of the SEC promulgated thereunder applicable to such Parent i-Cube SEC DocumentDocuments, and did not contain none of the i-Cube SEC Documents when filed contained any untrue statement of a material fact or omit omitted to state a material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading. (c) . Except to the extent that information contained in any i-Cube SEC Document has been revised or superseded by a later filed i- Cube SEC Document, none of the i-Cube SEC Documents contains any untrue statement of a material fact or omits to state any material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading. The consolidated financial statements of Parent i-Cube included in the Parent i-Cube SEC Documents (including, in each case, any notes or schedules thereto) and all related compilations, reviews and other reports issued by Parent’s accountants with respect thereto (the “Parent Financial Statements”), comply as to form form, as of their respective dates of filing with the SEC, in all material respects with applicable accounting requirements and the published rules and regulations of the SEC with respect thereto. The Parent Financial Statements , have been prepared in accordance with generally accepted accounting principles (except, in the case of unaudited statements, as permitted by Form 10-Q of the SEC) applied on a consistent basis during the periods involved (except as may be indicated in the notes thereto) and fairly present in all material respects the consolidated financial condition position of i-Cube and the results of operations, cash flows and changes in stockholders’ equity of Parent (on a its consolidated basis) subsidiaries as of the respective dates thereof and the consolidated results of their operations and cash flows for the periods referred to in the Parent Financial Statements, all in accordance with GAAP then ended (except as otherwise noted therein), subject, in the case of interim Parent Financial Statementsunaudited statements, to normal recurring year-end adjustments and the absence of notes. No financial statements of any Person other than Parent and the Parent Subsidiaries are required by GAAP to be included in the consolidated financial statements of Parentaudit adjustments). Except as required by GAAP, Parent has not, between December 31, 2009 and the date of this Agreement, made or adopted any material change in its accounting methods, practices or policies in effect on December 31, 2009. (d) Parent is in compliance in all material respects with (i) the applicable provisions of the Xxxxxxxx-Xxxxx Act of 2002 and (ii) the applicable listing and corporate governance rules and regulations of the NYSE. (e) Parent has made available to the Company true and complete copies of all written comment letters from the staff of the SEC received since January 1, 2008 relating to the Parent SEC Documents and all written responses of Parent thereto other than with respect to requests for confidential treatment. There are no outstanding or unresolved comments as reflected in comment letters received from the SEC staff with respect to any Parent SEC Documents and, to the Knowledge of Parent, none of the Parent SEC Documents (other than confidential treatment requests) is the subject of ongoing SEC review. There are no internal investigations, or to the Knowledge of Parent, any SEC inquiries or investigations or other governmental inquiries or investigations pending or threatened, in each case regarding any accounting practices of Parent. (f) Parent has established and maintains disclosure controls and procedures and internal control over such financial reporting (as such terms are defined in paragraphs (e) and (f), respectively, of Rule 13a-15 and paragraph (e) of Rule 15d-15 under the Exchange Act) as required by Rules 13a-15 and 15d-15 under the Exchange Act. Parent’s disclosure controls and procedures are designed to ensure that all information (both financial and non-financial) required to be disclosed by Parent 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 required pursuant to Sections 302 and 906 of the Xxxxxxxx-Xxxxx Act. 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. Based on Parent’s management’s most recently completed evaluation of Parent’s internal control over financial reporting prior to the date of this Agreement, (i) Parent had no significant deficiencies or material weaknesses in the design or operation of its internal control over financial reporting that would reasonably be expected to adversely affect Parent’s ability to record, process, summarize and report financial information and (ii) Parent does not have knowledge of any fraud, whether or not material, that involves management or other employees who have a significant role in Parent’s internal control over financial reporting. (g) Parent and the Parent Subsidiaries do not have any material liabilities or obligations of a nature required by GAAP to be reflected on a consolidated balance sheet of Parent statements or in the notes thereto that would reasonably be expected to haveor (ii) for liabilities incurred in connection with this Agreement or the transactions contemplated hereby or thereby, neither i-Cube nor any of its subsidiaries has any liabilities or obligations of any nature which, individually or in the aggregate, are reasonably likely to have a Parent Material Adverse Effect, except (material adverse effect on i) as disclosed, reflected or reserved against in the most recent audited balance sheet included in the Parent Financial Statements or the notes thereto, (ii) for liabilities and obligations incurred in the Ordinary Course of Business and (iii) for liabilities and obligations arising out of or in connection with this Agreement or the Transactions-Cube.

SEC Documents; Undisclosed Liabilities. (a) Parent General has filed or furnished all -------------------------------------- required reports, schedules, forms, statements and other documents required to be filed or furnished by Parent with the SEC under since January 1, 1996 (collectively, and in each case including all exhibits and schedules thereto and documents incorporated by reference therein, the Securities Act or the Exchange Act since December 31, 2009 (the “Parent "General SEC Documents”"). (b) . As of its their respective filing datedates, or, if amended, as of the date of the last amendment prior to the date of this Agreement, each Parent General SEC Document Documents complied in all material respects with the requirements of the Exchange Securities Act or the Securities Exchange Act, as the case may be, and the rules and regulations of the SEC promulgated thereunder applicable to such Parent General SEC DocumentDocuments, and did not contain none of General SEC Documents (including any and all financial statements included therein) as of such dates contained any untrue statement of a material fact or omit omitted to state a material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading. (c) . The consolidated financial statements of Parent General included in the Parent General SEC Documents (including, in each case, any notes or schedules thereto) and all related compilations, reviews and other reports issued by Parent’s accountants with respect thereto (the “Parent "General SEC Financial Statements”), ") comply as to form in all material respects with applicable accounting requirements and the published rules and regulations of the SEC with respect thereto. The Parent Financial Statements , have been prepared in accordance with generally accepted accounting principles (except, in the case of unaudited consolidated quarterly statements, as permitted by Form 10-Q of the SEC) applied on a consistent basis during the periods involved (except as may be indicated in the notes thereto) and fairly present in all material respects the consolidated financial condition position of General and the results of operations, cash flows and changes in stockholders’ equity of Parent (on a its consolidated basis) subsidiaries as of the respective dates thereof and the consolidated results of their operations and cash flows for the periods referred to in the Parent Financial Statements, all in accordance with GAAP then ended (except as otherwise noted therein), subject, in the case of interim Parent Financial Statementsunaudited quarterly statements, to normal year-end adjustments and the absence of notesaudit adjustments). No financial statements of any Person other than Parent and the Parent Subsidiaries are required by GAAP to be included in the consolidated financial statements of Parent. Except as required by GAAP, Parent has not, between Since December 31, 2009 and the date of this Agreement1997, made or adopted neither General nor any material change in its accounting methods, practices or policies in effect on December 31, 2009. (d) Parent is in compliance in all material respects with (i) the applicable provisions of the Xxxxxxxx-Xxxxx Act of 2002 and (ii) the applicable listing and corporate governance rules and regulations of the NYSE. (e) Parent has made available to the Company true and complete copies of all written comment letters from the staff of the SEC received since January 1, 2008 relating to the Parent SEC Documents and all written responses of Parent thereto other than with respect to requests for confidential treatment. There are no outstanding or unresolved comments in comment letters received from the SEC staff with respect to any Parent SEC Documents and, to the Knowledge of Parent, none of the Parent SEC Documents (other than confidential treatment requests) is the subject of ongoing SEC review. There are no internal investigations, or to the Knowledge of Parent, any SEC inquiries or investigations or other governmental inquiries or investigations pending or threatened, in each case regarding any accounting practices of Parent. (f) Parent has established and maintains disclosure controls and procedures and internal control over financial reporting (as such terms are defined in paragraphs (e) and (f), respectively, of Rule 13a-15 and paragraph (e) of Rule 15d-15 under the Exchange Act) as required by Rules 13a-15 and 15d-15 under the Exchange Act. Parent’s disclosure controls and procedures are designed to ensure that all information (both financial and non-financial) required to be disclosed by Parent 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 required pursuant to Sections 302 and 906 of the Xxxxxxxx-Xxxxx Act. 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. Based on Parent’s management’s most recently completed evaluation of Parent’s internal control over financial reporting prior to the date of this Agreement, (i) Parent had no significant deficiencies or material weaknesses in the design or operation of its internal control over financial reporting that would reasonably be expected to adversely affect Parent’s ability to record, process, summarize and report financial information and (ii) Parent does not have knowledge of subsidiaries has incurred any fraud, whether or not material, that involves management or other employees who have a significant role in Parent’s internal control over financial reporting. (g) Parent and the Parent Subsidiaries do not have any material liabilities or obligations of a any nature required by GAAP (whether accrued, absolute, contingent or otherwise) except (i) as and to be reflected the extent set forth on a consolidated the audited balance sheet of Parent General and its subsidiaries as of December 31, 1997 (including the notes thereto), (ii) as incurred in connection with the transactions contemplated by this Agreement or the Stock Option Agreement, (iii) as incurred after December 31, 1997 in the notes thereto that ordinary course of business and consistent with past practice, (iv) as described in General SEC Documents filed since December 31, 1997 (the "Recent General SEC Documents"), or (v) as would reasonably be expected to havenot, individually or in the aggregate, have a Parent Material Adverse Effect, except (i) as disclosed, reflected or reserved against in the most recent audited balance sheet included in the Parent Financial Statements or the notes thereto, (ii) for liabilities and obligations incurred in the Ordinary Course of Business and (iii) for liabilities and obligations arising out of or in connection material adverse effect with this Agreement or the Transactionsrespect to General.

SEC Documents; Undisclosed Liabilities. (a) Parent The Company has filed or furnished all reports, schedules, forms, statements and other documents required to be filed or furnished by Parent the Company with the SEC under the Securities Act or the Exchange Act since December 31January 1, 2009 2004 (the “Parent Company SEC Documents”). (b) As of its respective filing date, or, if amended, as of the date of the last amendment prior and except to the date of this Agreementextent revised or superseded by a later filed Company SEC Document, each Parent Company SEC Document complied in all material respects with the requirements of the Exchange Act or the Securities Act of 1933, as amended (the “Securities Act”), as the case may be, and the rules and regulations of the SEC promulgated thereunder applicable to such Parent Company SEC Document, 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 in order to make the statements therein, in light of the circumstances under which they were made, not misleading. (c) . The consolidated financial statements of Parent the Company included in the Parent Company SEC Documents (including, in each case, any notes or schedules thereto) and all related compilations, reviews and other reports issued by Parent’s accountants with respect thereto (the “Parent Financial Statements”), comply as to form in all material respects with applicable accounting requirements and the published rules and regulations of the SEC with respect thereto, have been prepared in accordance with generally accepted accounting principles (“GAAP”) (except, in the case of unaudited statements, as permitted by Form 10-Q of the SEC) applied on a consistent basis during the periods involved (except as may be indicated in the notes thereto) and fairly present the consolidated financial position of the Company and its consolidated subsidiaries as of the dates thereof and the consolidated results of their operations and cash flows for the periods shown (subject, in the case of unaudited statements, to normal year-end audit adjustments). The Parent Financial Statements unaudited consolidated statements of the Company on Form 10-Q included in the Company SEC documents have been prepared in accordance with the requirements of Regulation S-X of the SEC and, on that basis, fairly present in all material respects the consolidated financial condition and position of the results of operations, cash flows and changes in stockholders’ equity of Parent (on a consolidated basis) Company as of the respective dates thereof and its consolidated results of operations and cash flows for the periods referred to then ended. (c) Except as set forth in the Parent Financial Statements, all Filed Company SEC Documents (as defined in accordance with GAAP (except as otherwise noted thereinSection 3.09), subject, in as of the case date of interim Parent Financial Statements, to normal year-end adjustments and this Agreement neither the absence of notes. No financial statements Company nor any Company Subsidiary has any liabilities or obligations of any Person other than Parent and the Parent Subsidiaries are nature (whether accrued, absolute, contingent or otherwise) required by GAAP to be included set forth on a consolidated balance sheet of the Company and its subsidiaries or in the consolidated financial statements of Parent. Except as required by GAAP, Parent has not, between December 31, 2009 and the date of this Agreement, made or adopted any material change in its accounting methods, practices or policies in effect on December 31, 2009notes thereto. (d) Parent is in compliance in all material respects with (i) the applicable provisions of the Xxxxxxxx-Xxxxx Act of 2002 and (ii) the applicable listing and corporate governance rules and regulations of the NYSE. (e) Parent has made available to the Company true and complete copies of all written comment letters from the staff of the SEC received since January 1, 2008 relating to the Parent SEC Documents and all written responses of Parent thereto other than with With respect to requests for confidential treatment. There are no outstanding or unresolved comments in comment letters received from the SEC staff with respect to any Parent SEC Documents and, to the Knowledge of Parent, none of the Parent SEC Documents (other than confidential treatment requests) is the subject of ongoing SEC review. There are no internal investigations, or to the Knowledge of Parent, any SEC inquiries or investigations or other governmental inquiries or investigations pending or threatened, in each case regarding any accounting practices of Parent. (f) Parent has established and maintains disclosure controls and procedures and internal control over financial reporting (as such terms are defined in paragraphs (e) and (f), respectively, of Rule 13a-15 and paragraph (e) of Rule 15d-15 under the Exchange Act) as required by Rules 13a-15 and 15d-15 under the Exchange Act. Parent’s disclosure controls and procedures are designed to ensure that all information (both financial and non-financial) required to be disclosed by Parent 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 required pursuant to Sections 302 and 906 of the Xxxxxxxx-Xxxxx Act. 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 Company SEC Document that is a report on Form 10-K or Form 10-Q, Q or any an amendment thereto, its conclusions about : (1) the effectiveness chief executive officer and the chief financial officer or chief accounting officer of the disclosure controls and procedures as Company (the “Certifying Officers”) reviewed such report or amendment prior to its filing with the SEC; (2) based on the knowledge of the end Certifying Officers, and except to the extent revised or superseded by a later filed Company SEC Document, such report or amendment does not contain any untrue statement of any material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by such report or amendment amendment; (3) based on the knowledge of the Certifying Officers, and except to the extent revised or superseded by a later filed Company SEC Document, the financial statements, and other financial information included in such evaluation. Based on Parentreport or amendment, fairly present in all material respects the financial condition, results of operations and cash flows of the Company as of, and for, the periods presented in such report or amendment; or (4) the Certifying Officers are responsible for establishing and maintaining disclosure controls and procedures (as such term is defined in Rule 13a-15(e) under the Exchange Act) for the Company and have: (i) designed such disclosure controls and procedures to ensure that material information relating to the Company, including its consolidated subsidiaries, is made known to them by others within those entities, particularly during the period in which such report or amendment was being prepared; (ii) evaluated the effectiveness of the Company’s management’s most recently completed evaluation disclosure controls and procedures as of Parent’s internal control over financial reporting a date within 90 days prior to the filing date of this Agreement, (i) Parent had no significant deficiencies such report or material weaknesses in the design or operation of its internal control over financial reporting that would reasonably be expected to adversely affect Parent’s ability to record, process, summarize and report financial information and (ii) Parent does not have knowledge of any fraud, whether or not material, that involves management or other employees who have a significant role in Parent’s internal control over financial reporting. (g) Parent and the Parent Subsidiaries do not have any material liabilities or obligations of a nature required by GAAP to be reflected on a consolidated balance sheet of Parent or in the notes thereto that would reasonably be expected to have, individually or in the aggregate, a Parent Material Adverse Effect, except (i) as disclosed, reflected or reserved against in the most recent audited balance sheet included in the Parent Financial Statements or the notes thereto, (ii) for liabilities and obligations incurred in the Ordinary Course of Business amendment; and (iii) for liabilities presented in such report or amendment their conclusions about the effectiveness of the Company’s disclosure controls and obligations arising out procedures. (e) None of the Company Subsidiaries is, or in connection with this Agreement or has at any time since January 1, 2004 been, subject to the Transactionsreporting requirements of Sections 13(a) and 15(d) of the Exchange Act.

SEC Documents; Undisclosed Liabilities. (a) Parent has furnished or filed or furnished all reports, schedules, forms, statements and other documents (including exhibits and other information incorporated therein) required to be furnished or filed or furnished by Parent with the SEC under since January 1, 2014 (such documents, together with any documents filed with the Securities Act or SEC during such period by Parent on a voluntary basis on a Current Report on Form 8-K, but excluding the Exchange Act since December 31Form S-4, 2009 (being collectively referred to as the “Parent SEC Documents”). (b) As of its respective filing date, or, if amended, as of the date of the last amendment prior to the date of this Agreement, each Each Parent SEC Document (i) at the time filed, complied in all material respects with the requirements of the Xxxxxxxx-Xxxxx Act of 2002 (“SOX”) and the Exchange Act or the Securities Act, as the case may be, and the rules and regulations of the SEC promulgated thereunder applicable to such Parent SEC Document, Document and (ii) did not at the time it was filed (or if amended or superseded by a filing or amendment prior to the date of this Agreement, then at the time of such filing or amendment) contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading. (c) The . Each of the consolidated financial statements of Parent included in the Parent SEC Documents (including, in each case, any notes or schedules thereto) and all related compilations, reviews and other reports issued by Parent’s accountants with respect thereto (complied at the “Parent Financial Statements”), comply time it was filed as to form in all material respects with applicable accounting requirements and the published rules and regulations of the SEC with respect thereto. The Parent Financial Statements , was prepared in accordance with United States generally accepted accounting principles (“GAAP”) (except, in the case of unaudited statements, as permitted by Form 10-Q of the SEC) applied on a consistent basis during the periods involved (except as may be indicated in the notes thereto or permitted by Regulation S-X) and fairly present presented in all material respects the consolidated financial condition and the results of operations, cash flows and changes in stockholders’ equity position of Parent (on a and its consolidated basis) Subsidiaries as of the respective dates thereof and the consolidated results of their operations and cash flows for the periods referred to in the Parent Financial Statements, all in accordance with GAAP shown (except as otherwise noted therein), subject, in the case of interim Parent Financial Statementsunaudited statements, to normal year-end adjustments and audit adjustments). (c) Except (i) as reflected or reserved against in Parent’s consolidated unaudited balance sheet as of September 30, 2016 (or the absence of notes. No financial statements of any Person other than Parent and the Parent Subsidiaries are required by GAAP to be notes thereto) as included in the consolidated financial statements of Parent. Except as required Filed Parent SEC Documents and (ii) for liabilities and obligations incurred in connection with or contemplated by GAAP, Parent has not, between December 31, 2009 and the date of this Agreement, made neither Parent nor any Parent Subsidiary has any liabilities or adopted obligations of any material change nature (whether accrued, absolute, contingent or otherwise) that, individually or in its accounting methodsthe aggregate, practices have had or policies in effect on December 31, 2009would reasonably be expected to have a Parent Material Adverse Effect. (d) Parent is in compliance in all material respects with (i) the applicable provisions Each of the Xxxxxxxx-Xxxxx chief executive officer of Parent and the chief financial officer of Parent (or each former chief executive officer of Parent and each former chief financial officer of Parent, as applicable) has made all applicable certifications required by Rule 13a-14 or 15d-14 under the Exchange Act and Sections 302 and 906 of 2002 SOX with respect to the Parent SEC Documents, and (ii) the applicable listing statements contained in such certifications are true and corporate governance rules accurate. For purposes of this Agreement, “chief executive officer” and regulations “chief financial officer” shall have the meanings given to such terms in SOX. None of Parent or any of the NYSEParent Subsidiaries has outstanding, or has arranged any outstanding, “extensions of credit” to directors or executive officers within the meaning of Section 402 of SOX. (e) Parent has made available to the Company true maintains a system of “internal control over financial reporting” (as defined in Rules 13a-15(f) and complete copies of all written comment letters from the staff 15d-15(f) of the SEC received since January 1Exchange Act) sufficient to provide reasonable assurance (A) that transactions are recorded as necessary to permit preparation of financial statements in conformity with GAAP, 2008 relating to consistently applied in all material respects, (B) that receipts and expenditures are made only in accordance with the Parent SEC Documents authorization of management and all written responses (C) regarding prevention or timely detection of Parent thereto other than with respect to requests for confidential treatment. There are no outstanding the unauthorized acquisition, use or unresolved comments in comment letters received from the SEC staff with respect to any Parent SEC Documents and, to the Knowledge disposition of Parent, none of ’s assets that could have a material effect on the Parent SEC Documents (other than confidential treatment requests) is the subject of ongoing SEC review. There are no internal investigations, or to the Knowledge of Parent, any SEC inquiries or investigations or other governmental inquiries or investigations pending or threatened, in each case regarding any accounting practices of Parentfinancial statements. (f) Parent has established and maintains The “disclosure controls and procedures and internal control over financial reporting procedures” (as such terms are defined in paragraphs (eRules 13a-15(e) and (f), respectively, of Rule 13a-15 and paragraph (e15d-15(e) of Rule 15d-15 under the Exchange Act) as required utilized by Rules 13a-15 and 15d-15 under the Exchange Act. Parent’s disclosure controls and procedures Parent are reasonably designed to ensure that all information (both financial and non-financial) required to be disclosed by 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 rules and forms of the SEC, SEC and that all such information required to be disclosed is accumulated and communicated to the management of Parent’s management , as appropriate appropriate, to allow timely decisions regarding required disclosure and to enable the chief executive officer and chief financial officer of Parent to make the certifications required pursuant under the Exchange Act with respect to Sections 302 and 906 such reports. (g) Neither Parent nor any of the XxxxxxxxParent Subsidiaries is a party to, or has any commitment to become a party to, any joint venture, off-Xxxxx Act. Parent’s management has completed an assessment balance sheet partnership or any similar Contract (including any Contract or arrangement relating to any transaction or relationship between or among Parent and any of the effectiveness of Parent’s disclosure controls Parent Subsidiaries, on the one hand, and procedures andany unconsolidated Affiliate, to including any structured finance, special purpose or limited purpose entity or Person, on the extent required by applicable Law, presented in any applicable Parent SEC Document that is a report on Form 10-K or Form 10-Qother hand, or any amendment thereto“off-balance-sheet arrangements” (as defined in Item 303(a) of Regulation S-K under the Exchange Act)), its conclusions about where the effectiveness result, purpose or intended effect of such Contract is to avoid disclosure of any material transaction involving, or material liabilities of, Parent or any of the disclosure controls and procedures as Parent Subsidiaries in Parent’s or such Parent Subsidiary’s published financial statements or other Parent SEC Documents. (h) Since January 1, 2014, none of Parent, Parent’s independent accountants, the Parent Board or the audit committee of the end Parent Board has received any written notification, or to the Knowledge of Parent any oral notification, of any (x) “significant deficiency” in the period covered by such report or amendment based on such evaluation. Based on Parent’s management’s most recently completed evaluation of Parent’s internal control controls over financial reporting prior to the date of this AgreementParent, (iy) Parent had no significant deficiencies or “material weaknesses weakness” in the design or operation of its internal control controls over financial reporting that would reasonably be expected to adversely affect Parent’s ability to record, process, summarize and report financial information and of Parent or (iiz) Parent does not have knowledge of any fraud, whether or not material, that involves management or other employees of Parent who have a significant role in Parent’s the internal control controls over financial reportingreporting of Parent. For purposes of this Agreement, the terms “significant deficiency” and “material weakness” shall have the meanings assigned to them in Rule 12b-2 of the Exchange Act. (gi) Parent and As of the date of this Agreement, none of the Parent Subsidiaries do not have is, or has at any material liabilities time since January 1, 2014 been, subject to the reporting requirements of Section 13(a) or obligations 15(d) of a nature required by GAAP to be reflected on a consolidated balance sheet of Parent or in the notes thereto that would reasonably be expected to have, individually or in the aggregate, a Parent Material Adverse Effect, except (i) as disclosed, reflected or reserved against in the most recent audited balance sheet included in the Parent Financial Statements or the notes thereto, (ii) for liabilities and obligations incurred in the Ordinary Course of Business and (iii) for liabilities and obligations arising out of or in connection with this Agreement or the TransactionsExchange Act.

SEC Documents; Undisclosed Liabilities. (a) Parent has filed or furnished 4.6.1. The Stratasys SEC Documents include all reports, schedules, forms, statements, registration statements, prospectuses, proxy statements and other documents (including exhibits and other information incorporated therein) required to be furnished or filed or furnished by Parent Stratasys with the SEC under the Securities Act or the Exchange Act since December 31January 1, 2009 (the “Parent SEC Documents”)2009, together with all certifications required pursuant to SOX. 4.6.2. Each Stratasys SEC Document (bi) As of its respective filing date, at the time filed (or, if amended, as of the date of the last amendment amended or superseded by a filing prior to the date of this Agreement, each Parent SEC Document then on the date of such filing) or became effective, as the case may be, complied as to form in all material respects with the requirements of SOX and the Exchange Act or the Securities Act, as the case may be, and the rules and regulations of the SEC promulgated thereunder applicable to such Parent Stratasys SEC Document, Document and (ii) did not at the time it was filed (or if amended or superseded by a filing or amendment prior to the date of this Agreement, then at the time of such filing or amendment) or became effective, as the case may be, contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading. (c) The . Each of the consolidated financial statements of Parent Stratasys included in the Parent Stratasys SEC Documents (including, in each case, any notes or schedules thereto) and all related compilations, reviews and other reports issued by Parent’s accountants with respect thereto (complied at the “Parent Financial Statements”), comply time it was filed as to form in all material respects with applicable accounting requirements and the published rules and regulations of the SEC with respect thereto. The Parent Financial Statements , was prepared in accordance with GAAP (except, in the case of unaudited statements, as permitted by Form 10-Q of the SEC) applied on a consistent basis during the periods involved (except as may be indicated in the notes thereto) and fairly present presented in all material respects the consolidated financial condition position of Stratasys and the results of operations, cash flows and changes in stockholders’ equity of Parent (on a its consolidated basis) Subsidiaries as of the respective dates thereof and the consolidated results of their operations and cash flows for the periods referred to in the Parent Financial Statements, all in accordance with GAAP shown (except as otherwise noted therein), subject, in the case of interim Parent Financial Statementsunaudited statements, to normal year-end adjustments and the absence of notesaudit adjustments). No financial statements of any Person other than Parent and the Parent Subsidiaries are required by GAAP to be included in the consolidated financial statements of Parent. Except as required by GAAP, Parent has not, between December 31, 2009 and the date of this Agreement, made or adopted any material change in its accounting methods, practices or policies in effect on December 31, 2009. (d) Parent Stratasys is in compliance in all material respects with (i) the applicable provisions of the Xxxxxxxx-Xxxxx Act of 2002 and (ii) the applicable listing and corporate governance rules and regulations of the NYSENASDAQ Stock Market. 4.6.3. Except (ei) Parent as reflected or reserved against in Stratasys’s consolidated audited balance sheet as of December 31, 2011 (or the notes thereto) as included in the Stratasys SEC Documents, (ii) for liabilities and obligations incurred in the ordinary course of business consistent with past practice since December 31, 2011 or in connection with or contemplated by this Agreement or (iii) for liabilities and obligations that, individually or in the aggregate, have not had or would not reasonably be expected to have a Stratasys Material Adverse Effect, neither Stratasys nor any Stratasys Subsidiary has any liabilities or obligations of any nature (whether accrued, absolute, contingent or otherwise). 4.6.4. Each of the chief executive officer of Stratasys and the chief financial officer of Stratasys (or each former chief executive officer of Stratasys and each former chief financial officer of Stratasys, as applicable) has made available to all applicable certifications required by Rule 13a-14 or 15d-14 under the Company true Exchange Act and complete copies Sections 302 and 906 of all written comment letters from the staff of the SEC received since January 1, 2008 relating to the Parent SEC Documents and all written responses of Parent thereto other than SOX with respect to requests for confidential treatmentthe Stratasys SEC Documents, and the statements contained in such certifications are true and accurate. There are no outstanding or unresolved comments in comment letters received from Except as permitted by the SEC staff with respect to any Parent SEC Documents andExchange Act, to including Sections 13(k)(2) and (3), since the Knowledge enactment of ParentSOX, none of Stratasys or any of the Parent SEC Documents (other than confidential treatment requests) is the subject of ongoing SEC review. There are no internal investigationsStratasys Subsidiaries has outstanding, or has arranged any outstanding, “extensions of credit” to directors or executive officers within the meaning of Section 402 of SOX. 4.6.5. Stratasys maintains a system of “internal control over financial reporting” (as defined in Rules 13a-15(f) and 15d-15(f) of the Exchange Act) sufficient to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with GAAP and includes those policies and procedures that (i) pertain to the Knowledge maintenance of Parentrecords that in reasonable detail accurately and fairly reflect the transactions and dispositions of Stratasys’s assets; (ii) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with GAAP, any and that Stratasys’s receipts and expenditures are being made only in accordance with authorizations of Stratasys’s management and directors; and (iii) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use or disposition of Stratasys’s assets that could have a material effect on Stratasys’s financial statements. Except as described in the Stratasys SEC inquiries or investigations or other governmental inquiries or investigations pending or threatenedDocuments, (1) as of December 31, 2011, there were no material weaknesses in each case regarding any accounting practices of Parent. (f) Parent has established and maintains disclosure controls and procedures and Stratasys’s internal control over financial reporting (as such terms are defined in paragraphs (ewhether or not remediated) and (f)2) since December 31, respectively2011, of Rule 13a-15 there has been no change in Stratasys’s internal control over financial reporting that has materially affected, or is reasonably likely to materially affect, Stratasys’s internal control over financial reporting. 4.6.6. The “disclosure controls and paragraph procedures” (eas defined in Rules 13a-15(e) and 15d-15(e) of Rule 15d-15 under the Exchange Act) as required utilized by Rules 13a-15 and 15d-15 under the Exchange Act. Parent’s disclosure controls and procedures Stratasys are reasonably designed to ensure that all information (both financial and non-financial) required to be disclosed by Parent Stratasys 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 rules and forms of the SEC, SEC and that all such information required to be disclosed is accumulated and communicated to Parent’s the management of Stratasys, as appropriate appropriate, to allow timely decisions regarding required disclosure and to enable the chief executive officer and chief financial officer of Stratasys to make the certifications required pursuant under the Exchange Act with respect to Sections 302 and 906 such reports. 4.6.7. Neither Stratasys nor any of the XxxxxxxxStratasys Subsidiaries is a party to, or has any commitment to become a party to, any joint venture, off-Xxxxx Act. Parent’s management has completed an assessment balance sheet partnership or any similar Contract (including any Contract or arrangement relating to any transaction or relationship between or among Stratasys and any of the effectiveness of Parent’s disclosure controls Stratasys Subsidiaries, on the one hand, and procedures andany unconsolidated Affiliate, to including any structured finance, special purpose or limited purpose entity or Person, on the extent required by applicable Law, presented in any applicable Parent SEC Document that is a report on Form 10-K or Form 10-Qother hand, or any amendment thereto“off-balance sheet arrangements” (as defined in Item 303(a) of Regulation S-K under the Exchange Act)), its conclusions about where the effectiveness result, purpose or intended effect of such Contract is to avoid disclosure of any material transaction involving, or material liabilities of, Stratasys or any of the disclosure controls and procedures as Stratasys Subsidiaries in Stratasys’s or such Stratasys Subsidiary’s published financial statements or other Stratasys SEC Documents. 4.6.8. Since January 1, 2011, none of Stratasys, Stratasys’s independent accountants, the Stratasys Board or the audit committee of the end Stratasys Board has received any oral or written notification of any (i) “significant deficiency” in the period covered by such report or amendment based on such evaluation. Based on Parent’s management’s most recently completed evaluation of Parent’s internal control controls over financial reporting prior to the date of this AgreementStratasys, (iii) Parent had no significant deficiencies or “material weaknesses weakness” in the design or operation of its internal control controls over financial reporting that would reasonably be expected to adversely affect Parent’s ability to record, process, summarize and report financial information and of Stratasys or (iiiii) Parent does not have knowledge of any fraud, whether or not material, that involves management or other employees of Stratasys who have a significant role in Parent’s the internal control controls over financial reportingreporting of Stratasys. (g4.6.9. None of the Stratasys Subsidiaries is, or has at any time since January 1, 2011 been, subject to the reporting requirements of Section 13(a) Parent and or 15(d) of the Parent Subsidiaries do Exchange Act. 4.6.10. Since January 1, 2011, no attorney representing Stratasys or any of the Stratasys Subsidiaries, whether or not have employed by Stratasys or any material liabilities Stratasys Subsidiary, has reported to the chief legal counsel or obligations chief executive officer of Stratasys evidence of a nature required material violation of securities Laws, breach of fiduciary duty or similar violation by GAAP Stratasys or any of its officers, directors, employees or agents pursuant to be reflected on a consolidated balance sheet Section 307 of Parent SOX. 4.6.11. Since January 1, 2011, to the Knowledge of Stratasys, no employee of Stratasys or in any of the notes thereto that would reasonably be expected Stratasys Subsidiaries has provided or is providing information to have, individually any law enforcement agency or in Governmental Entity regarding the aggregate, a Parent Material Adverse Effect, except (i) as disclosed, reflected commission or reserved against in the most recent audited balance sheet included in the Parent Financial Statements possible commission of any crime or the notes theretoviolation or possible violation of any applicable legal requirements of the type described in Section 806 of SOX by Stratasys or any of the Stratasys Subsidiaries. 4.6.12. To the Knowledge of Stratasys, none of the Stratasys SEC Documents (iiother than confidential treatment requests) for liabilities is the subject of ongoing SEC review. Stratasys has made available to Objet true and obligations incurred in complete copies of all written comment letters from the Ordinary Course staff of Business and (iii) for liabilities and obligations arising out the SEC received since January 1, 2011 through the date of or in connection with this Agreement relating to the Stratasys SEC Documents and all written responses of Stratasys thereto through the date of this Agreement other than with respect to requests for confidential treatment. As of the date of this Agreement, there are no outstanding or unresolved comments in comment letters received from the TransactionsSEC staff with respect to any Stratasys SEC Documents other than confidential treatment requests. To the Knowledge of Stratasys, as of the date of this Agreement, there are no SEC inquiries or investigations, other governmental inquiries or investigations or internal investigations pending or threatened, in each case regarding any accounting practices of Stratasys.

SEC Documents; Undisclosed Liabilities. (a) Parent has furnished or filed or furnished all reports, schedules, forms, statements and other documents (including exhibits and other information incorporated therein) required to be furnished or filed or furnished by Parent with the SEC under since January 1, 2012 (such documents, together with any documents filed with the Securities Act or SEC during such period by Parent on a voluntary basis on a Current Report on Form 8-K, but excluding the Exchange Act since December 31Joint Proxy Statement and the Form S-4, 2009 (being collectively referred to as the “Parent SEC Documents”). (b) As of its respective filing date, or, if amended, as of the date of the last amendment prior to the date of this Agreement, each Each Parent SEC Document (i) at the time filed, complied in all material respects with the requirements of the Xxxxxxxx-Xxxxx Act of 2002 (“SOX”) and the Exchange Act or the Securities Act, as the case may be, and the rules and regulations of the SEC promulgated thereunder applicable to such Parent SEC Document, Document and (ii) did not at the time it was filed (or if amended or superseded by a filing or amendment prior to the date of this Agreement, then at the time of such filing or amendment) contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading. (c) The . Each of the consolidated financial statements of Parent included in the Parent SEC Documents (including, in each case, any notes or schedules thereto) and all related compilations, reviews and other reports issued by Parent’s accountants with respect thereto (complied at the “Parent Financial Statements”), comply time it was filed as to form in all material respects with applicable accounting requirements and the published rules and regulations of the SEC with respect thereto. The Parent Financial Statements , was prepared in accordance with United States generally accepted accounting principles (“GAAP”) (except, in the case of unaudited statements, as permitted by Form 10-Q of the SEC) applied on a consistent basis during the periods involved (except as may be indicated in the notes thereto) and fairly present presented in all material respects the consolidated financial condition and the results of operations, cash flows and changes in stockholders’ equity position of Parent (on a and its consolidated basis) Subsidiaries as of the respective dates thereof and the consolidated results of their operations and cash flows for the periods referred to in the Parent Financial Statements, all in accordance with GAAP shown (except as otherwise noted therein), subject, in the case of interim Parent Financial Statementsunaudited statements, to normal year-end adjustments and audit adjustments). (c) Except (i) as reflected or reserved against in Parent’s consolidated audited balance sheet as of December 31, 2012 (or the absence of notes. No financial statements of any Person other than Parent and the Parent Subsidiaries are required by GAAP to be notes thereto) as included in the consolidated financial statements of Parent. Except as required by GAAPFiled Parent SEC Documents, Parent has not, between (ii) for liabilities and obligations incurred since December 31, 2009 2012 in the ordinary course of business and the date of (iii) for liabilities and obligations incurred as permitted by this Agreement, made neither Parent nor any Parent Subsidiary has any liabilities or adopted obligations of any material change nature (whether accrued, absolute, contingent or otherwise) that, individually or in its accounting methodsthe aggregate, practices have had or policies in effect on December 31, 2009would reasonably be expected to have a Parent Material Adverse Effect. (d) Parent is in compliance in all material respects with (i) the applicable provisions Each of the Xxxxxxxx-Xxxxx chief executive officer of Parent and the chief financial officer of Parent (or each former chief executive officer of Parent and each former chief financial officer of Parent, as applicable) has made all applicable certifications required by Rule 13a-14 or 15d-14 under the Exchange Act and Sections 302 and 906 of 2002 SOX with respect to the Parent SEC Documents, and (ii) the applicable listing statements contained in such certifications are true and corporate governance rules accurate. For purposes of this Agreement, “chief executive officer” and regulations “chief financial officer” shall have the meanings given to such terms in SOX. None of Parent or any of the NYSEParent Subsidiaries has outstanding, or has arranged any outstanding, “extensions of credit” to directors or executive officers within the meaning of Section 402 of SOX. (e) Parent has made available to the Company true maintains a system of “internal control over financial reporting” (as defined in Rules 13a-15(f) and complete copies of all written comment letters from the staff 15d-15(f) of the SEC received since January 1Exchange Act) sufficient to provide reasonable assurance (A) that transactions are recorded as necessary to permit preparation of financial statements in conformity with GAAP, 2008 relating to consistently applied, (B) that transactions are executed only in accordance with the Parent SEC Documents authorization of management and all written responses (C) regarding prevention or timely detection of Parent thereto other than with respect to requests for confidential treatment. There are no outstanding the unauthorized acquisition, use or unresolved comments in comment letters received from the SEC staff with respect to any Parent SEC Documents and, to the Knowledge disposition of Parent, none of the Parent SEC Documents (other than confidential treatment requests) is the subject of ongoing SEC review. There are no internal investigations, ’s properties or to the Knowledge of Parent, any SEC inquiries or investigations or other governmental inquiries or investigations pending or threatened, in each case regarding any accounting practices of Parentassets. (f) Parent has established and maintains The “disclosure controls and procedures and internal control over financial reporting procedures” (as such terms are defined in paragraphs (eRules 13a-15(e) and (f), respectively, of Rule 13a-15 and paragraph (e15d-15(e) of Rule 15d-15 under the Exchange Act) as required utilized by Rules 13a-15 and 15d-15 under the Exchange Act. Parent’s disclosure controls and procedures Parent are reasonably designed to ensure that all information (both financial and non-financial) required to be disclosed by 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 rules and forms of the SEC, SEC and that all such information required to be disclosed is accumulated and communicated to the management of Parent’s management , as appropriate appropriate, to allow timely decisions regarding required disclosure and to enable the chief executive officer and chief financial officer of Parent to make the certifications required pursuant under the Exchange Act with respect to Sections 302 and 906 such reports. (g) Neither Parent nor any of the XxxxxxxxParent Subsidiaries is a party to, or has any commitment to become a party to, any joint venture, off-Xxxxx Act. Parent’s management has completed an assessment balance sheet partnership or any similar Contract (including any Contract or arrangement relating to any transaction or relationship between or among Parent and any of the effectiveness of Parent’s disclosure controls Parent Subsidiaries, on the one hand, and procedures andany unconsolidated Affiliate, to including any structured finance, special purpose or limited purpose entity or Person, on the extent required by applicable Law, presented in any applicable Parent SEC Document that is a report on Form 10-K or Form 10-Qother hand, or any amendment thereto“off-balance sheet arrangements” (as defined in Item 303(a) of Regulation S-K under the Exchange Act)), its conclusions about where the effectiveness result, purpose or intended effect of such Contract is to avoid disclosure of any material transaction involving, or material liabilities of, Parent or any of the disclosure controls and procedures as Parent Subsidiaries in Parent’s or such Parent Subsidiary’s published financial statements or other Parent SEC Documents. (h) Since December 31, 2012, none of Parent, Parent’s independent accountants, the Parent Board or the audit committee of the end Parent Board has received any oral or written notification of any (x) “significant deficiency” in the period covered by such report or amendment based on such evaluation. Based on Parent’s management’s most recently completed evaluation of Parent’s internal control controls over financial reporting prior to the date of this AgreementParent, (iy) Parent had no significant deficiencies or “material weaknesses weakness” in the design or operation of its internal control controls over financial reporting that would reasonably be expected to adversely affect Parent’s ability to record, process, summarize and report financial information and of Parent or (iiz) Parent does not have knowledge of any fraud, whether or not material, that involves management or other employees of Parent who have a significant role in Parent’s the internal control controls over financial reportingreporting of Parent. For purposes of this Agreement, the terms “significant deficiency” and “material weakness” shall have the meanings assigned to them in Auditing Standard No. 5 of the Public Company Accounting Oversight Board, as in effect on the date of this Agreement. (gi) Parent and None of the Parent Subsidiaries do not have is, or has at any material liabilities time since January 1, 2012 been, subject to the reporting requirements of Section 13(a) or obligations 15(d) of a nature required by GAAP to be reflected on a consolidated balance sheet of Parent or in the notes thereto that would reasonably be expected to have, individually or in the aggregate, a Parent Material Adverse Effect, except (i) as disclosed, reflected or reserved against in the most recent audited balance sheet included in the Parent Financial Statements or the notes thereto, (ii) for liabilities and obligations incurred in the Ordinary Course of Business and (iii) for liabilities and obligations arising out of or in connection with this Agreement or the TransactionsExchange Act.

SEC Documents; Undisclosed Liabilities. (a) Parent For all periods since February 20, 2004, the Company has filed or furnished all reports, schedules, forms, statements and other documents as required by the SEC in a timely basis (or has received a valid extension of such time of filing and has filed any such reports or other documents prior to be the expiration of any such extension), and the Company has delivered or made available to Eugene all reports, schedules, forms, statements and other documents filed or furnished by Parent with the SEC under during such period (collectively, and in each case including all exhibits and schedules thereto and documents incorporated by reference therein, the Securities Act or the Exchange Act since December 31, 2009 (the “Parent "SEC Documents”DOCUMENTS"). (b) . As of its their respective filing date, dates (or, if amended, supplemented or superseded by a filing prior to the date hereof, then as of the date of such amendment, supplement or superseding filing) the last amendment prior to the date of this Agreement, each Parent SEC Document Documents complied in all material respects with the requirements of the Exchange Securities Act or the Securities Exchange Act, as the case may be, and the rules and regulations of the SEC promulgated thereunder applicable to such Parent SEC DocumentDocuments, and did not contain none of the SEC Documents (including any and all consolidated financial statements included therein) as of such date contained any untrue statement of a material fact or omit omitted to state a material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading. (c) . The consolidated financial statements of Parent the Company included in the Parent such SEC Documents (including, in each case, any notes or schedules thereto) and all related compilations, reviews and other reports issued by Parent’s accountants with respect thereto (the “Parent Financial Statements”), comply as to form in all material respects with applicable accounting requirements and the published rules and regulations of the SEC with respect thereto. The Parent Financial Statements , have been prepared in accordance with U.S. GAAP (except, in the case of unaudited consolidated quarterly statements, as permitted by Form 10-QSB of the SEC) applied on a consistent basis during the periods involved (except as may be indicated in the notes thereto) and fairly and accurately present in all material respects the consolidated financial condition position of the Company as of the dates thereof and the consolidated results of operations, cash flows operations and changes in stockholders’ equity of Parent (on a consolidated basis) as of the respective dates of and cash flows for the periods referred to in the Parent Financial Statements, all in accordance with GAAP covered thereby (except as otherwise noted therein), subject, in the case of interim Parent Financial Statementsunaudited quarterly statements, to normal year-end audit adjustments as determined by the Company's independent accountants). The Company does not have, and at the absence of notes. No financial statements Closing will not have incurred, any liabilities or obligations of any Person other than Parent nature (whether accrued, absolute, contingent or otherwise) except for liabilities and obligations that have been incurred since the Parent Subsidiaries are required by GAAP to be date of the most recent balance sheet included in the consolidated financial statements SEC Documents in the ordinary course of Parent. Except as required by GAAP, Parent has not, between December 31, 2009 business and are not (singly or in the date of this Agreement, made or adopted any material change in its accounting methods, practices or policies in effect on December 31, 2009aggregate) more than $10,000. (db) Parent The SEC Documents include all certifications and statements required of it, if any, by (i) Rule 13a-14 or 15d-14 under the Exchange Act, and (ii) 18 U.S.C. Section 1350 (Section 906 of the Xxxxxxxx-Xxxxx Act of 2002), and each of such certifications and statements contain no qualifications or exceptions to the matters certified therein other than a knowledge qualification, permitted under such provision, and have not been modified or withdrawn and neither the Company nor any of its officers has received any notice from the SEC or any other Governmental Entity questioning or challenging the accuracy, completeness, form or manner of filing or submission of such certifications or statements. (c) The Company is in compliance in all material respects with (i) all of the applicable provisions of the Xxxxxxxx-Xxxxx Act of 2002 2002, and (ii) the applicable listing and corporate governance rules and regulations provisions of the NYSE. (e) Parent has made available to the Company true and complete copies of all written comment letters from the staff of the SEC received since January 1, 2008 relating to the Parent SEC Documents and all written responses of Parent thereto other than with respect to requests for confidential treatment. There are no outstanding or unresolved comments in comment letters received from the SEC staff with respect to any Parent SEC Documents and, to the Knowledge of Parent, none of the Parent SEC Documents (other than confidential treatment requests) is the subject of ongoing SEC review. There are no internal investigations, or to the Knowledge of Parent, any SEC inquiries or investigations or other governmental inquiries or investigations pending or threatened, in each case regarding any accounting practices of Parent. (f) Parent has established and maintains disclosure controls and procedures and internal control over financial reporting (as such terms are defined in paragraphs (e) and (f), respectively, of Rule 13a-15 and paragraph (e) of Rule 15d-15 under the Exchange Act) as required by Rules 13a-15 and 15d-15 under the Exchange Act. Parent’s disclosure controls and procedures are designed to ensure that all information (both financial and non-financial) required to be disclosed by Parent in the reports that it files or furnishes under the Exchange Act and the Securities Act relating thereto which under the terms of such provisions (including the dates by which such compliance 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 required pursuant to Sections 302 and 906 of the Xxxxxxxx-Xxxxx Act. Parent’s management has completed an assessment of the effectiveness of Parent’s disclosure controls and procedures and, required) have become applicable 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. Based on Parent’s management’s most recently completed evaluation of Parent’s internal control over financial reporting prior to the date of this Agreement, (i) Parent had no significant deficiencies or material weaknesses in the design or operation of its internal control over financial reporting that would reasonably be expected to adversely affect Parent’s ability to record, process, summarize and report financial information and (ii) Parent does not have knowledge of any fraud, whether or not material, that involves management or other employees who have a significant role in Parent’s internal control over financial reportingCompany. (g) Parent and the Parent Subsidiaries do not have any material liabilities or obligations of a nature required by GAAP to be reflected on a consolidated balance sheet of Parent or in the notes thereto that would reasonably be expected to have, individually or in the aggregate, a Parent Material Adverse Effect, except (i) as disclosed, reflected or reserved against in the most recent audited balance sheet included in the Parent Financial Statements or the notes thereto, (ii) for liabilities and obligations incurred in the Ordinary Course of Business and (iii) for liabilities and obligations arising out of or in connection with this Agreement or the Transactions.

SEC Documents; Undisclosed Liabilities. (a) Parent 4.6.1 For all periods subsequent to September 30, 2004, EUTA has filed or furnished all reports, schedules, forms, statements and other documents as required by the SEC in a timely basis (or has received a valid extension of such time of filing and has filed any such reports or other documents prior to be the expiration of any such extension), and EUTA has delivered or made available to Ironclad all reports, schedules, forms, statements and other documents filed with or furnished by Parent with to the SEC under during such period (collectively, and in each case including all exhibits and schedules thereto and documents incorporated by reference therein, the Securities Act or the Exchange Act since December 31, 2009 (the “Parent "EUTA SEC Documents”DOCUMENTS"). (b) . As of its their respective filing date, dates (or, if amended, supplemented or superseded by a filing prior to the date hereof, then as of the date of such amendment, supplement or superseding filing) the last amendment prior to the date of this Agreement, each Parent EUTA SEC Document Documents complied in all material respects with the requirements of the Exchange Securities Act or the Securities Exchange Act, as the case may be, and the rules and regulations of the SEC promulgated thereunder applicable to such Parent EUTA SEC DocumentDocuments, and did not contain none of the EUTA SEC Documents (including any and all consolidated financial statements included therein) as of such date contained any untrue statement of a material fact or omit omitted to state a material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading. (c) . The consolidated financial statements of Parent EUTA included in the Parent such EUTA SEC Documents (including, in each case, any notes or schedules thereto) and all related compilations, reviews and other reports issued by Parent’s accountants with respect thereto (the “Parent Financial Statements”), comply as to form in all material respects with applicable accounting requirements and the published rules and regulations of the SEC with respect thereto. The Parent Financial Statements fairly present in all material respects the financial condition and the results of operations, cash flows and changes in stockholders’ equity of Parent (on a consolidated basis) as of the respective dates of and for the periods referred to in the Parent Financial Statements, all have been prepared in accordance with GAAP (except, in the case of unaudited consolidated quarterly statements, as permitted by Form 10-QSB of the SEC) applied on a consistent basis during the periods involved (except as otherwise noted thereinmay be indicated in the notes thereto), have been reviewed by an independent accountant registered with the Public Company Accounting Oversight Board and fairly and accurately present the consolidated financial position of EUTA as of the dates thereof and the consolidated results of operations and changes in cash flows for the periods covered thereby (subject, in the case of interim Parent Financial Statementsunaudited quarterly statements, to normal year-end audit adjustments as determined by EUTA's independent accountants, which are not expected to have a material adverse effect on EUTA and its business). Except as set forth in the absence EUTA SEC Documents, at the date of notes. No the most recent financial statements of any Person other than Parent and the Parent Subsidiaries are required by GAAP to be EUTA included in the consolidated financial statements EUTA SEC Documents, EUTA did not have, and since such date EUTA has not incurred, any liabilities or obligations of Parent. Except as required by GAAPany nature (whether accrued, Parent has notabsolute, between December 31, 2009 contingent or otherwise) except for liabilities and obligations that have been incurred since the date of this Agreementthe most recent balance sheet included in the EUTA Financial Statements in the ordinary course of business and are not (singly or in the aggregate) material to EUTA's business, made or adopted any material change in its accounting methods, practices or policies in effect all of which are listed on December 31, 2009the EUTA Disclosure Schedule. 4.6.2 The EUTA SEC Documents include all certifications and statements required of it, if any, by (di) Parent Rule 13a-14 or 15d-14 under the Exchange Act, and (ii) 18 U.S.C. Section 1350 (Section 906 of the Sarbanes-Oxley Act of 2002), and each of such certifications and statements contain no qualifications or exceptions to the matters certified therein other than a knowledge qualification, permitted under such provision, and have not been modified or withdrawn and neither EUTA nor any of its officers has received any notice from the SEC or any other Governmental Entity questioning or challenging the accuracy, completeness, form or manner of filing or submission of such certifications or statements. 4.6.3 EUTA is in compliance in all material respects with (i) all of the applicable provisions of the XxxxxxxxSarbanes-Xxxxx Oxley Act of 2002 2002, and (ii) the applicable listing and corporate governance rules and regulations provisions of the NYSE. (e) Parent has made available to the Company true and complete copies of all written comment letters from the staff of the SEC received since January 1, 2008 relating to the Parent SEC Documents and all written responses of Parent thereto other than with respect to requests for confidential treatment. There are no outstanding or unresolved comments in comment letters received from the SEC staff with respect to any Parent SEC Documents and, to the Knowledge of Parent, none of the Parent SEC Documents (other than confidential treatment requests) is the subject of ongoing SEC review. There are no internal investigations, or to the Knowledge of Parent, any SEC inquiries or investigations or other governmental inquiries or investigations pending or threatened, in each case regarding any accounting practices of Parent. (f) Parent has established and maintains disclosure controls and procedures and internal control over financial reporting (as such terms are defined in paragraphs (e) and (f), respectively, of Rule 13a-15 and paragraph (e) of Rule 15d-15 under the Exchange Act) as required by Rules 13a-15 and 15d-15 under the Exchange Act. Parent’s disclosure controls and procedures are designed to ensure that all information (both financial and non-financial) required to be disclosed by Parent 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 required pursuant to Sections 302 and 906 of the Xxxxxxxx-Xxxxx Act. 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. Based on Parent’s management’s most recently completed evaluation of Parent’s internal control over financial reporting prior to the date of this Agreement, (i) Parent had no significant deficiencies or material weaknesses in the design or operation of its internal control over financial reporting that would reasonably be expected to adversely affect Parent’s ability to record, process, summarize and report financial information and (ii) Parent does not have knowledge of any fraud, whether or not material, that involves management or other employees who have a significant role in Parent’s internal control over financial reporting. (g) Parent and the Parent Subsidiaries do not Securities Act relating thereto which under the terms of such provisions (including the dates by which such compliance is required) have any material liabilities or obligations of a nature required by GAAP become applicable to be reflected on a consolidated balance sheet of Parent or in the notes thereto that would reasonably be expected to have, individually or in the aggregate, a Parent Material Adverse Effect, except (i) as disclosed, reflected or reserved against in the most recent audited balance sheet included in the Parent Financial Statements or the notes thereto, (ii) for liabilities and obligations incurred in the Ordinary Course of Business and (iii) for liabilities and obligations arising out of or in connection with this Agreement or the TransactionsEUTA.

SEC Documents; Undisclosed Liabilities. 3.7.1. The Objet SEC Document (ai) Parent has filed or furnished all reportsas of March 22, schedules, forms, statements and other documents required to be filed or furnished by Parent with the SEC under the Securities Act or the Exchange Act since December 31, 2009 2012 (the “Parent SEC DocumentsF-1 Date”). (b) As of its respective filing date, or, if amended, complied as of the date of the last amendment prior to the date of this Agreement, each Parent SEC Document complied form in all material respects with the requirements of the Exchange Securities Act or the Securities Act, as the case may be, and the rules and regulations of the SEC promulgated thereunder applicable to such Parent the SEC Document, Document and (ii) did not at such time contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading. (c) . The consolidated financial statements of Parent Objet included in the Parent Objet SEC Documents (includingDocument complied, in each caseat the F-1 Date, any notes or schedules thereto) and all related compilations, reviews and other reports issued by Parent’s accountants with respect thereto (the “Parent Financial Statements”), comply as to form in all material respects with applicable accounting requirements and the published rules and regulations of the SEC with respect thereto. The Parent Financial Statements , was prepared in accordance with accounting principles generally accepted in the United States of America (“GAAP”) applied on a consistent basis during the periods involved (except as may be indicated in the notes thereto) and fairly present presented in all material respects the consolidated financial condition position of Objet and the results of operations, cash flows and changes in stockholders’ equity of Parent (on a its consolidated basis) Subsidiaries as of the respective dates thereof and the consolidated results of their operations and cash flows for the periods referred to in the Parent Financial Statements, all in accordance with GAAP shown (except as otherwise noted therein), subject, in the case of interim Parent Financial Statementsunaudited statements, to normal year-end adjustments and audit adjustments). 3.7.2. Except (i) as reflected or reserved against in Objet’s consolidated balance sheet as of December 31, 2011 (or the absence of notes. No financial statements of any Person other than Parent and the Parent Subsidiaries are required by GAAP to be notes thereto) as included in the consolidated financial statements Objet SEC Document, (ii) for liabilities and obligations incurred in the ordinary course of Parent. Except as required by GAAP, Parent has not, between business consistent with past practice since December 31, 2009 2011 or in connection with or contemplated by this Agreement, (iii) for the Merger Sub Intercompany Note, and (iv) for liabilities and obligations that, individually or in the aggregate, have not had or would not reasonably be expected to have an Objet Material Adverse Effect, neither Objet nor any Objet Subsidiary has any liabilities or obligations of any nature (whether accrued, absolute, contingent or otherwise). 3.7.3. Neither Objet nor any of the Objet Subsidiaries is a party to, or has any commitment to become a party to, any joint venture, off-balance sheet partnership or any similar Contract (including any Contract or arrangement relating to any transaction or relationship between or among Objet and any of the Objet Subsidiaries, on the one hand, and any unconsolidated Affiliate, 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 under the Exchange Act)), where the result, purpose or intended effect of such Contract is to avoid disclosure of any material transaction involving, or material liabilities of, Objet or any of the Objet Subsidiaries in Objet's or such Objet Subsidiary’s published financial statements or the Objet SEC Document. 3.7.4. Since January 1, 2011, none of Objet, Objet's independent accountants, or the Objet Board has received any oral or written notification of any (i) “significant deficiency” in the internal controls over financial reporting of Objet, (ii) “material weakness” in the internal controls over financial reporting of Objet or (iii) fraud, whether or not material, that involves management or other employees of Objet who have a significant role in the internal controls over financial reporting of Objet. For purposes of this Agreement, the terms “significant deficiency” and “material weakness” shall have the meanings assigned to them in Auditing Standard No. 5 of the Public Company Accounting Oversight Board, as in effect on the date of this Agreement. 3.7.5. To Objet’s Knowledge, Objet maintains a system of “internal control over financial reporting” (as defined in Rules 13a-15(f) and 15d-15(f) of the Exchange Act) sufficient to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with GAAP and includes those policies and procedures that (i) pertain to the maintenance of records that in reasonable detail accurately and fairly reflect the transactions and dispositions of Objet’s assets; (ii) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with GAAP, and that Objet’s receipts and expenditures are being made only in accordance with authorizations of Objet’s management and directors; and (iii) provide reasonable assurance regarding prevention or adopted any timely detection of unauthorized acquisition, use or disposition of Objet’s assets that could have a material change in its accounting methods, practices or policies in effect on Objet’s financial statements. Except as described in the Objet SEC Documents, (1) as of December 31, 20092011, there were no material weaknesses in Objet’s internal control over financial reporting (whether or not remediated) and (2) since December 31, 2011, there has been no change in Objet’s internal control over financial reporting that has materially affected, or is reasonably likely to materially affect, Objet’s internal control over financial reporting. (d) Parent is in compliance in all material respects with (i) the applicable provisions 3.7.6. Neither Objet nor any of the Xxxxxxxx-Xxxxx Act Objet Subsidiaries is, or has at any time been, subject to the reporting requirements of 2002 and (iiSection 13(a) the applicable listing and corporate governance rules and regulations or 15(d) of the NYSEExchange Act. (e) Parent 3.7.7. Objet has made available to the Company Stratasys true and complete copies of all written comment letters from the staff of the SEC received since January 1, 2008 through the date of this Agreement relating to the Parent Objet SEC Documents Document and all written responses of Parent Objet thereto through the date of this Agreement other than with respect to requests for confidential treatment. There are no outstanding or unresolved comments in comment letters received from the SEC staff with respect to any Parent SEC Documents and, to To the Knowledge of ParentObjet, none as of the Parent SEC Documents (other than confidential treatment requests) is the subject date of ongoing SEC review. There this Agreement, there are no internal SEC inquiries or investigations, or to the Knowledge of Parent, any SEC other governmental inquiries or investigations or other governmental inquiries or internal investigations pending or threatened, in each case regarding any accounting practices of ParentObjet. (f) Parent has established and maintains disclosure controls and procedures and internal control over financial reporting (as such terms are defined in paragraphs (e) and (f), respectively, of Rule 13a-15 and paragraph (e) of Rule 15d-15 under the Exchange Act) as required by Rules 13a-15 and 15d-15 under the Exchange Act. Parent’s disclosure controls and procedures are designed to ensure that all information (both financial and non-financial) required to be disclosed by Parent 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 required pursuant to Sections 302 and 906 of the Xxxxxxxx-Xxxxx Act. 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. Based on Parent’s management’s most recently completed evaluation of Parent’s internal control over financial reporting prior to the date of this Agreement, (i) Parent had no significant deficiencies or material weaknesses in the design or operation of its internal control over financial reporting that would reasonably be expected to adversely affect Parent’s ability to record, process, summarize and report financial information and (ii) Parent does not have knowledge of any fraud, whether or not material, that involves management or other employees who have a significant role in Parent’s internal control over financial reporting. (g) Parent and the Parent Subsidiaries do not have any material liabilities or obligations of a nature required by GAAP to be reflected on a consolidated balance sheet of Parent or in the notes thereto that would reasonably be expected to have, individually or in the aggregate, a Parent Material Adverse Effect, except (i) as disclosed, reflected or reserved against in the most recent audited balance sheet included in the Parent Financial Statements or the notes thereto, (ii) for liabilities and obligations incurred in the Ordinary Course of Business and (iii) for liabilities and obligations arising out of or in connection with this Agreement or the Transactions.

SEC Documents; Undisclosed Liabilities. (ai) Parent Sirius has filed or furnished all required reports, schedules, forms, registration statements and other documents required to be filed or furnished by Parent with the SEC under since December 31, 2004 (the “Sirius SEC Documents”). As of their respective dates of filing with the SEC (or, if amended or superseded by a filing prior to the date hereof, as of the date of such filing), the Sirius SEC Documents complied in all material respects, with the requirements of the Securities Act or the Exchange Act since December 31, 2009 (the “Parent SEC Documents”). (b) As of its respective filing date, or, if amended, as of the date of the last amendment prior to the date of this Agreement, each Parent SEC Document complied in all material respects with the requirements of the Exchange Act or the Securities Act, as the case may be, and the rules and regulations of the SEC promulgated thereunder applicable to such Parent Sirius SEC DocumentDocuments, and did not contain none of the Sirius SEC Documents when filed contained any untrue statement of a material fact or omit omitted to state a material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading. (c) . The consolidated financial statements of Parent Sirius included in the Parent Sirius SEC Documents (including, in each case, any notes or schedules thereto) and all related compilations, reviews and other reports issued by Parent’s accountants with respect thereto (the “Parent Financial Statements”), comply complied as to form 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. The Parent Financial Statements thereto (except, in the case of unaudited statements, as permitted by Form 10-Q of the SEC), have been prepared in accordance with generally accepted accounting principles applied on a consistent basis during the periods involved (except as may be disclosed therein) and fairly present in all material respects the consolidated financial condition position of Sirius and its consolidated Subsidiaries and the consolidated results of operations, cash flows and changes in stockholders’ equity and cash flows of Parent (on a consolidated basis) such companies as of the respective dates of and for the periods referred shown. There are no outstanding comments from the Staff of the SEC with respect to in any of the Parent Financial Statements, all in accordance with GAAP Sirius SEC Documents. (except as otherwise noted therein), subject, in the case of interim Parent Financial Statements, to normal year-end adjustments and the absence of notes. No financial statements of any Person other than Parent and the Parent Subsidiaries ii) Except for (A) those liabilities that are required by GAAP to be included fully reflected or reserved for in the consolidated financial statements of Parent. Except as required by GAAP, Parent has not, between December 31, 2009 and the date of this Agreement, made or adopted any material change Sirius included in its accounting methods, practices or policies in effect on December 31, 2009. (d) Parent is in compliance in all material respects with (i) the applicable provisions of the Xxxxxxxx-Xxxxx Act of 2002 and (ii) the applicable listing and corporate governance rules and regulations of the NYSE. (e) Parent has made available to the Company true and complete copies of all written comment letters from the staff of the SEC received since January 1, 2008 relating to the Parent SEC Documents and all written responses of Parent thereto other than with respect to requests for confidential treatment. There are no outstanding or unresolved comments in comment letters received from the SEC staff with respect to any Parent SEC Documents and, to the Knowledge of Parent, none of the Parent SEC Documents (other than confidential treatment requests) is the subject of ongoing SEC review. There are no internal investigations, or to the Knowledge of Parent, any SEC inquiries or investigations or other governmental inquiries or investigations pending or threatened, in each case regarding any accounting practices of Parent. (f) Parent has established and maintains disclosure controls and procedures and internal control over financial reporting (as such terms are defined in paragraphs (e) and (f), respectively, of Rule 13a-15 and paragraph (e) of Rule 15d-15 under the Exchange Act) as required by Rules 13a-15 and 15d-15 under the Exchange Act. Parent’s disclosure controls and procedures are designed to ensure that all information (both financial and non-financial) required to be disclosed by Parent 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 required pursuant to Sections 302 and 906 of the Xxxxxxxx-Xxxxx Act. 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 Quarterly Report on Form 10-K or Form 10-QQ for the fiscal quarter ended September 30, or any amendment thereto2006, its conclusions about as filed with the effectiveness of the disclosure controls and procedures as of the end of the period covered by such report or amendment based on such evaluation. Based on Parent’s management’s most recently completed evaluation of Parent’s internal control over financial reporting SEC prior to the date of this AgreementAgreement (the “Sirius Financial Statements”), (iB) Parent had no significant deficiencies or material weaknesses liabilities incurred since September 30, 2006 in the design or operation ordinary course of its internal control over financial reporting that business consistent with past practice, (C) liabilities which would reasonably be expected to adversely affect Parent’s ability to record, process, summarize and report financial information and (ii) Parent does not have knowledge of any fraud, whether or not material, that involves management or other employees who have a significant role in Parent’s internal control over financial reporting. (g) Parent and the Parent Subsidiaries do not have any material liabilities or obligations of a nature required by GAAP to be reflected on a consolidated balance sheet of Parent or in the notes thereto that would reasonably be expected to havenot, individually or in the aggregate, reasonably be expected to have a Parent Material Adverse Effectmaterial adverse effect on Sirius, except (iD) as disclosedliabilities incurred pursuant to the transactions contemplated by this Agreement, reflected and (E) liabilities or reserved against obligations discharged or paid in full prior to the date of this Agreement in the most recent audited balance sheet included ordinary course of business consistent with past practice, Sirius and its Subsidiaries do not have, and since September 30, 2006, Sirius and its Subsidiaries have not incurred (except as permitted by Section 4.2), any liabilities or obligations of any nature whatsoever (whether accrued, absolute, contingent or otherwise and whether or not required to be reflected in the Parent Financial Statements or the notes thereto, (ii) for liabilities and obligations incurred Sirius’s financial statements in the Ordinary Course of Business and (iii) for liabilities and obligations arising out of or in connection accordance with this Agreement or the Transactionsgenerally accepted accounting principles).

SEC Documents; Undisclosed Liabilities. (a) Parent Lansdowne has filed or furnished all reports, schedules, forms, statements and other documents required to be filed or furnished by Parent it with the SEC under the Securities Act or since August 15, 2000, pursuant to Sections 13(a), 14(a) and 15(d) of the Exchange Act since December 31, 2009 (the “Parent SEC DocumentsReports”). (b) As of its respective filing date, or, if amended, as of the date of the last amendment prior to the date of this Agreement, each Parent SEC Document Report complied in all material respects with the requirements of the Exchange Act or the Securities Act, as the case may be, and the rules and regulations of the SEC promulgated thereunder applicable to such Parent SEC DocumentReport. Except to the extent that information contained in any SEC Report has been revised or superseded by a later SEC Report, and did not contain none of the SEC Reports contains any untrue statement of a material fact or omit omits to state a any material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading. (c) . The consolidated financial statements of Parent Lansdowne included in the Parent SEC Documents (including, in each case, any notes or schedules thereto) and all related compilations, reviews and other reports issued by Parent’s accountants with respect thereto (the “Parent Financial Statements”), Reports comply as to form in all material respects with applicable accounting requirements and the published rules and regulations of the SEC with respect thereto. The Parent Financial Statements , have been prepared in accordance with the U.S. generally accepted accounting principles (except, in the case of unaudited statements, as permitted by the rules and regulations of the SEC) applied on a consistent basis during the periods involved (except as may be indicated in the notes thereto) and fairly present in all material respects the consolidated financial condition position of Lansdowne and the results of operations, cash flows and changes in stockholders’ equity of Parent (on a its consolidated basis) subsidiaries as of the respective dates thereof and the consolidated results of their operations and cash flows for the periods referred to in the Parent Financial Statements, all in accordance with GAAP shown (except as otherwise noted therein), subject, in the case of interim Parent Financial Statementsunaudited statements, to normal year-end adjustments and the absence of notes. No financial statements of any Person other than Parent and the Parent Subsidiaries are required by GAAP to be included in the consolidated financial statements of Parent. Except as required by GAAP, Parent has not, between December 31, 2009 and the date of this Agreement, made or adopted any material change in its accounting methods, practices or policies in effect on December 31, 2009audit adjustments). (dc) Parent is Except as set forth in compliance in all material respects with (i) the applicable provisions of the Xxxxxxxx-Xxxxx Act of 2002 and (ii) the applicable listing and corporate governance rules and regulations of the NYSE. (e) Parent has made available to the Company true and complete copies of all written comment letters from the staff of the SEC received since January 1Reports, 2008 relating Lansdowne has no liabilities or obligations of any nature (whether accrued, absolute, contingent or otherwise) required by U.S. generally accepted accounting principles to be set forth on a balance sheet of Lansdowne or in the Parent SEC Documents and all written responses of Parent thereto other than with respect to requests for confidential treatmentnotes thereto. There are no outstanding financial or unresolved comments in comment letters received from the SEC staff with respect contractual obligations and liabilities (including any obligations to any Parent SEC Documents and, to the Knowledge of Parent, none of the Parent SEC Documents (other than confidential treatment requests) is the subject of ongoing SEC review. There are no internal investigations, or to the Knowledge of Parent, any SEC inquiries or investigations issue capital stock or other governmental inquiries or investigations pending or threatened, in each case regarding any accounting practices of Parent. (fsecurities) Parent has established and maintains disclosure controls and procedures and internal control over financial reporting (as such terms are defined in paragraphs (e) and (f), respectively, of Rule 13a-15 and paragraph (e) of Rule 15d-15 under the Exchange Act) as required by Rules 13a-15 and 15d-15 under the Exchange Act. Parent’s disclosure controls and procedures are designed to ensure that all information (both financial and non-financial) required to be disclosed by Parent 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 required pursuant to Sections 302 and 906 of the Xxxxxxxx-Xxxxx Act. 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. Based on Parent’s management’s most recently completed evaluation of Parent’s internal control over financial reporting prior to due after the date hereof. All liabilities of this AgreementLansdowne shall have been paid off and shall in no event remain liabilities of Lansdowne, (i) Parent had no significant deficiencies or material weaknesses in the design or operation of its internal control over financial reporting that would reasonably be expected to adversely affect Parent’s ability to record, process, summarize and report financial information and (ii) Parent does not have knowledge of any fraud, whether or not material, that involves management or other employees who have a significant role in Parent’s internal control over financial reporting. (g) Parent and the Parent Subsidiaries do not have any material liabilities or obligations of a nature required by GAAP to be reflected on a consolidated balance sheet of Parent or in the notes thereto that would reasonably be expected to have, individually or in the aggregate, a Parent Material Adverse Effect, except (i) as disclosed, reflected or reserved against in the most recent audited balance sheet included in the Parent Financial Statements DK or the notes thereto, (ii) for liabilities and obligations incurred in Shareholder following the Ordinary Course of Business and (iii) for liabilities and obligations arising out of or in connection with this Agreement or the TransactionsClosing.

SEC Documents; Undisclosed Liabilities. (a) Parent has filed or furnished all reports, schedules, forms, statements and other documents required to be filed or furnished by Parent with the SEC under the Securities Act or the Exchange Act since December 31, 2009 (pursuant to Sections 13(a) and 15(d) of the “Parent SEC Documents”)Exchange Act. (b) As of its respective filing date, or, if amended, as of the date of the last amendment prior to the date of this Agreement, each Parent SEC Document filed with the SEC complied in all material respects with the requirements of the Exchange Act or the Securities Act, as the case may be, and the rules and regulations of the SEC promulgated thereunder applicable to such Parent SEC Document, 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 in order to make the statements therein, in light of the circumstances under which they were made, not misleading. (c) . Except to the extent that information contained in any Parent SEC Document filed with the SEC has been revised or superseded by a later filed Parent SEC Document, none of the Parent SEC Documents filed with the SEC contained any untrue statement of a material fact or omits to state any material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading. The consolidated financial statements of Parent included in the Parent SEC Documents (including, in each case, any notes or schedules thereto) and all related compilations, reviews and other reports issued by Parent’s accountants filed with respect thereto (the “Parent Financial Statements”), SEC comply as to form in all material respects with applicable accounting requirements and the published rules and regulations of the SEC with respect thereto. The Parent Financial Statements , have been prepared in accordance with GAAP applied on a consistent basis during the periods involved (except as may be indicated in the notes thereto) and fairly present in all material respects the consolidated financial condition and the results of operations, cash flows and changes in stockholders’ equity position of Parent (on a and its consolidated basis) Subsidiaries as of the respective dates thereof and the consolidated results of their operations and cash flows for the periods referred to in the Parent Financial Statements, all in accordance with GAAP shown (except as otherwise noted therein), subject, in the case of interim Parent Financial Statementsunaudited statements, to normal year-end adjustments audit adjustments). (c) Except (i) as reflected or reserved against in the balance sheet (or the notes thereto) as of December 31, 2010 included in the Parent SEC Documents, (ii) as permitted or contemplated by this Agreement, (iii) for liabilities and obligations incurred since December 31, 2010 in the absence ordinary course of notes. No financial statements business and (iv) for liabilities or obligations which have been discharged or paid in full in the ordinary course of business, neither Parent nor any of its Subsidiaries has any liabilities or obligations of any Person other than Parent and the Parent Subsidiaries are nature, whether or not accrued, contingent or otherwise, that would be required by GAAP to be included reflected on a consolidated balance sheet of Parent and its consolidated Subsidiaries (or in the consolidated financial statements of Parent. Except as required by GAAPnotes thereto), Parent has other than those that would not, between December 31individually or in the aggregate, 2009 and the date of this Agreement, made or adopted any material change in its accounting methods, practices or policies in effect reasonably be expected to have a Material Adverse Effect on December 31, 2009Parent. (d) Parent is maintains a system of “internal control over financial reporting” (as defined in compliance Rules 13a–15(f) and 15d–15(f) of the Exchange Act) sufficient to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in all material respects accordance with GAAP and includes those policies and procedures that (i) pertain to the applicable provisions maintenance of records that in reasonable detail accurately and fairly reflect the Xxxxxxxx-Xxxxx Act transactions and dispositions of 2002 Parent’s and its Subsidiaries’ assets; (ii) the applicable listing provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with GAAP, and corporate governance rules that Parent’s and regulations its Subsidiaries’ receipts and expenditures are being made only in accordance with authorizations of the NYSEParent’s management and directors; and (iii) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use or disposition of Parent’s and its Subsidiaries’ assets that could have a material effect on Parent’s financial statements. (e) Parent has made available to the Company true and complete copies of all written comment letters from the staff of the SEC received since January 1, 2008 relating to the Parent SEC Documents and all written responses of Parent thereto other than with respect to requests for confidential treatment. There are no outstanding or unresolved comments in comment letters received from the SEC staff with respect to any Parent SEC Documents and, to the Knowledge of Parent, none of the Parent SEC Documents (other than confidential treatment requests) is the subject of ongoing SEC review. There are no internal investigations, or to the Knowledge of Parent, any SEC inquiries or investigations or other governmental inquiries or investigations pending or threatened, in each case regarding any accounting practices of Parent. (f) Parent has established and maintains The “disclosure controls and procedures and internal control over financial reporting procedures” (as such terms are defined in paragraphs (eRules 13a–15(e) and (f), respectively, of Rule 13a-15 and paragraph (e15d–15(e) of Rule 15d-15 under the Exchange Act) as required utilized by Rules 13a-15 and 15d-15 under the Exchange Act. Parent’s disclosure controls and procedures Parent are reasonably designed to ensure that all information (both financial and non-financial) required to be disclosed by 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 rules and forms of the SEC, SEC and that all such information required to be disclosed is accumulated and communicated to the management of Parent’s management , as appropriate appropriate, to allow timely decisions regarding required disclosure and to enable the chief executive officer and chief financial officer of Parent to make the certifications required pursuant under the Exchange Act with respect to Sections 302 and 906 of the Xxxxxxxx-Xxxxx Act. 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. Based on Parent’s management’s most recently completed evaluation of Parent’s internal control over financial reporting prior to the date of this Agreement, (i) Parent had no significant deficiencies or material weaknesses in the design or operation of its internal control over financial reporting that would reasonably be expected to adversely affect Parent’s ability to record, process, summarize and report financial information and (ii) Parent does not have knowledge of any fraud, whether or not material, that involves management or other employees who have a significant role in Parent’s internal control over financial reportingreports. (g) Parent and the Parent Subsidiaries do not have any material liabilities or obligations of a nature required by GAAP to be reflected on a consolidated balance sheet of Parent or in the notes thereto that would reasonably be expected to have, individually or in the aggregate, a Parent Material Adverse Effect, except (i) as disclosed, reflected or reserved against in the most recent audited balance sheet included in the Parent Financial Statements or the notes thereto, (ii) for liabilities and obligations incurred in the Ordinary Course of Business and (iii) for liabilities and obligations arising out of or in connection with this Agreement or the Transactions.

SEC Documents; Undisclosed Liabilities. (a) Parent Lucent has filed or furnished all required reports, schedules, forms, statements and other documents required to be filed or furnished by Parent (including exhibits and all other information incorporated therein) with the SEC under the Securities Act or the Exchange Act since December 31October 1, 2009 1997 (the “Parent "Lucent SEC Documents”"). (b) . As of its their respective filing datedates, or, if amended, as of the date of the last amendment prior to the date of this Agreement, each Parent Lucent SEC Document Documents complied in all material respects with the requirements of the Exchange Securities Act or the Securities Exchange Act, as the case may be, and the rules and regulations of the SEC promulgated thereunder applicable to such Parent Lucent SEC Documents and, except to the extent that information contained in any Lucent SEC Document has been revised or superseded by a later filed Lucent SEC Document, and did not contain none of the Lucent SEC Documents when filed contained any untrue statement of a material fact or omit omitted to state a material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading. (c) . The consolidated financial statements of Parent Lucent included in the Parent Lucent SEC Documents (including, in each case, any notes or schedules thereto) and all related compilations, reviews and other reports issued by Parent’s accountants with respect thereto (the “Parent Financial Statements”), comply as to form form, as of their respective dates of filing with the SEC, in all material respects with applicable accounting requirements and the published rules and regulations of the SEC with respect thereto. The Parent Financial Statements , have been prepared in accordance with generally accepted accounting principles (except, in the case of unaudited statements, as permitted by Form 10-Q of the SEC) applied on a consistent basis during the periods involved (except as may be indicated in the notes thereto) and fairly present in all material respects the consolidated financial condition position of Lucent and the results of operations, cash flows and changes in stockholders’ equity of Parent (on a its consolidated basis) Subsidiaries as of the respective dates thereof and the consolidated results of their operations and cash flows for the periods referred to in the Parent Financial Statements, all in accordance with GAAP then ended (except as otherwise noted therein), subject, in the case of interim Parent Financial Statementsunaudited statements, to normal recurring year-end adjustments and the absence of notesaudit adjustments). No Except for liabilities (i) reflected in such financial statements or in the notes thereto, (ii) incurred in the ordinary course of any Person other than Parent and business consistent with past practice since the Parent Subsidiaries are required by GAAP to be date of the most recent audited financial statements included in the consolidated financial statements of Parent. Except as required by GAAPLucent Filed SEC Documents, Parent has not(iii) incurred in connection with this Agreement or the Option Agreement or the transactions contemplated hereby or thereby, between December 31, 2009 and the date of this Agreement, made or adopted any material change (iv) disclosed in its accounting methods, practices or policies in effect on December 31, 2009. (d) Parent is in compliance in all material respects with (i) the applicable provisions Item 3.6 of the Xxxxxxxx-Xxxxx Act of 2002 and (ii) the applicable listing and corporate governance rules and regulations of the NYSE. (e) Parent has made available to the Company true and complete copies of all written comment letters from the staff of the SEC received since January 1Lucent Disclosure Schedule, 2008 relating to the Parent SEC Documents and all written responses of Parent thereto other than with respect to requests for confidential treatment. There are no outstanding or unresolved comments in comment letters received from the SEC staff with respect to neither Lucent nor any Parent SEC Documents and, to the Knowledge of Parent, none of the Parent SEC Documents (other than confidential treatment requests) is the subject of ongoing SEC review. There are no internal investigations, or to the Knowledge of Parent, any SEC inquiries or investigations or other governmental inquiries or investigations pending or threatened, in each case regarding any accounting practices of Parent. (f) Parent has established and maintains disclosure controls and procedures and internal control over financial reporting (as such terms are defined in paragraphs (e) and (f), respectively, of Rule 13a-15 and paragraph (e) of Rule 15d-15 under the Exchange Act) as required by Rules 13a-15 and 15d-15 under the Exchange Act. Parent’s disclosure controls and procedures are designed to ensure that all information (both financial and non-financial) required to be disclosed by Parent 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 required pursuant to Sections 302 and 906 of the Xxxxxxxx-Xxxxx Act. 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. Based on Parent’s management’s most recently completed evaluation of Parent’s internal control over financial reporting prior to the date of this Agreement, (i) Parent had no significant deficiencies or material weaknesses in the design or operation of its internal control over financial reporting that would reasonably be expected to adversely affect Parent’s ability to record, process, summarize and report financial information and (ii) Parent does not have knowledge of Subsidiaries has any fraud, whether or not material, that involves management or other employees who have a significant role in Parent’s internal control over financial reporting. (g) Parent and the Parent Subsidiaries do not have any material liabilities or obligations of a any nature required by GAAP to be reflected on a consolidated balance sheet of Parent or in the notes thereto that would reasonably be expected to havewhich, individually or in the aggregate, could reasonably be expected to have a Parent Material Adverse Effect, except (i) as disclosed, reflected or reserved against in the most recent audited balance sheet included in the Parent Financial Statements or the notes thereto, (ii) for liabilities and obligations incurred in the Ordinary Course of Business and (iii) for liabilities and obligations arising out of or in connection with this Agreement or the TransactionsEffect on Lucent.

SEC Documents; Undisclosed Liabilities. (a) Parent Futu has filed or furnished all reports, schedules, forms, statements and other documents required to be filed or furnished by Parent it with the SEC under the Securities Act or since January 1, 2015, pursuant to Sections 13(a), 14(a) and 15(d) of the Exchange Act since December 31, 2009 (the “Parent SEC DocumentsReports”). (b) As of its respective filing date, or, if amended, as of the date of the last amendment prior to the date of this Agreement, each Parent SEC Document Report complied in all material respects with the requirements of the Exchange Act or the Securities Act, as the case may be, and the rules and regulations of the SEC promulgated thereunder applicable to such Parent SEC DocumentReport. Except to the extent that information contained in any SEC Report has been revised or superseded by a later SEC Report, and did not contain none of the SEC Reports contains any untrue statement of a material fact or omit omits to state a any material fact required to be stated therein or 3056447.11 necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading. (c) . The consolidated financial statements of Parent Futu included in the Parent SEC Documents (including, in each case, any notes or schedules thereto) and all related compilations, reviews and other reports issued by Parent’s accountants with respect thereto (the “Parent Financial Statements”), Reports comply as to form in all material respects with applicable accounting requirements and the published rules and regulations of the SEC with respect thereto. The Parent Financial Statements , have been prepared in accordance with the U.S. generally accepted accounting principles (except, in the case of unaudited statements, as permitted by the rules and regulations of the SEC) applied on a consistent basis during the periods involved (except as may be indicated in the notes thereto) and fairly present in all material respects the consolidated financial condition position of Futu and the results of operations, cash flows and changes in stockholders’ equity of Parent (on a its consolidated basis) subsidiaries as of the respective dates thereof and the consolidated results of their operations and cash flows for the periods referred to in the Parent Financial Statements, all in accordance with GAAP shown (except as otherwise noted therein), subject, in the case of interim Parent Financial Statementsunaudited statements, to normal year-end adjustments and the absence of notes. No financial statements of any Person other than Parent and the Parent Subsidiaries are required by GAAP to be included in the consolidated financial statements of Parent. Except as required by GAAP, Parent has not, between December 31, 2009 and the date of this Agreement, made or adopted any material change in its accounting methods, practices or policies in effect on December 31, 2009audit adjustments). (dc) Parent is Except as set forth in compliance in all material respects with (i) the applicable provisions of the Xxxxxxxx-Xxxxx Act of 2002 and (ii) the applicable listing and corporate governance rules and regulations of the NYSE. (e) Parent has made available to the Company true and complete copies of all written comment letters from the staff of the SEC received since January 1Reports, 2008 relating Futu has no liabilities or obligations of any nature (whether accrued, absolute, contingent or otherwise) required by U.S. generally accepted accounting principles to be set forth on a balance sheet of Futu or in the Parent SEC Documents and all written responses of Parent thereto other than with respect to requests for confidential treatmentnotes thereto. There are no outstanding financial or unresolved comments in comment letters received from the SEC staff with respect contractual obligations and liabilities (including any obligations to any Parent SEC Documents and, to the Knowledge of Parent, none of the Parent SEC Documents (other than confidential treatment requests) is the subject of ongoing SEC review. There are no internal investigations, or to the Knowledge of Parent, any SEC inquiries or investigations issue capital stock or other governmental inquiries or investigations pending or threatened, in each case regarding any accounting practices of Parent. (fsecurities) Parent has established and maintains disclosure controls and procedures and internal control over financial reporting (as such terms are defined in paragraphs (e) and (f), respectively, of Rule 13a-15 and paragraph (e) of Rule 15d-15 under the Exchange Act) as required by Rules 13a-15 and 15d-15 under the Exchange Act. Parent’s disclosure controls and procedures are designed to ensure that all information (both financial and non-financial) required to be disclosed by Parent 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 required pursuant to Sections 302 and 906 of the Xxxxxxxx-Xxxxx Act. 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. Based on Parent’s management’s most recently completed evaluation of Parent’s internal control over financial reporting prior to due after the date hereof. All liabilities of this AgreementFutu shall have been paid off and shall in no event remain liabilities of Futu, (i) Parent had no significant deficiencies or material weaknesses in the design or operation of its internal control over financial reporting that would reasonably be expected to adversely affect Parent’s ability to record, process, summarize and report financial information and (ii) Parent does not have knowledge of any fraud, whether or not material, that involves management or other employees who have a significant role in Parent’s internal control over financial reporting. (g) Parent and the Parent Subsidiaries do not have any material liabilities or obligations of a nature required by GAAP to be reflected on a consolidated balance sheet of Parent or in the notes thereto that would reasonably be expected to have, individually or in the aggregate, a Parent Material Adverse Effect, except (i) as disclosed, reflected or reserved against in the most recent audited balance sheet included in the Parent Financial Statements Natur or the notes thereto, (ii) for liabilities and obligations incurred in Shareholders following the Ordinary Course of Business and (iii) for liabilities and obligations arising out of or in connection with this Agreement or the TransactionsClosing.

SEC Documents; Undisclosed Liabilities. (a) Parent The Company has filed or furnished all required reports, schedules, forms, forms and registration statements and other documents required to be filed or furnished by Parent with the SEC under since January 1, 2001 (collectively, and in each case including all exhibits, schedules, and amendments thereto and documents incorporated by reference therein, the Securities Act or the Exchange Act since December 31, 2009 (the “Parent "SEC Documents”"). (b. Except as set forth in Section 3.5(a) As of its respective filing date, or, if amendedthe Company Disclosure Schedule, as of their respective dates, the date of the last amendment prior to the date of this Agreement, each Parent SEC Document Documents complied in all material respects with the requirements of the Exchange Securities Act of 1933, as amended (the "Securities Act"), or the Securities Exchange Act, as the case may be, and the rules and regulations of the SEC promulgated thereunder applicable to such Parent SEC DocumentDocuments, and did not contain none of the SEC Documents (including any and all financial statements included therein) as of such dates contained any untrue statement of a material fact or omit omitted to state a material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading. The Company has previously delivered (except to the extent such filings are publicly available on the EDGAR system) to Parent each registration statement, report, proxy xxxxxment or information statement (other than preliminary materials) filed by Company with the SEC since January 1, 2001, each in the form (including exhibits and any amendments thereto) filed with the SEC prior to the date hereof. (cb) The consolidated financial statements of Parent the Company included in the Parent SEC Documents (including, in each case, any notes or schedules thereto) and all related compilations, reviews and other reports issued by Parent’s accountants with respect thereto (the “Parent Financial Statements”), comply as to form in all material respects with applicable accounting requirements and the published rules and regulations of the SEC with respect thereto. The Parent Financial Statements , have been prepared in accordance with generally accepted accounting principles ("GAAP") (except, in the case of unaudited consolidated quarterly statements, as permitted by Form 10-Q of the SEC) applied on a consistent basis during the periods involved (except as may be indicated otherwise in the notes thereto) and fairly present in all material respects the consolidated financial condition position of the Company and the results of operations, cash flows and changes in stockholders’ equity of Parent (on a its consolidated basis) Subsidiaries as of the respective dates thereof and the consolidated results of their operations and cash flows for the periods referred to in the Parent Financial Statements, all in accordance with GAAP then ended (except as otherwise noted therein), subject, in the case of interim Parent Financial Statementsunaudited quarterly statements, to normal year-end adjustments and audit adjustments). Since January 1, 2001, the absence Company has not received notice from the SEC or any other Governmental Entity that any of notes. No financial statements its accounting policies or practices are the subject of any Person review, inquiry, investigation or challenge other than Parent comments from the SEC on Company filings which comments have either been satisfied or withdrawn by the SEC. (c) Since July 25, 2003, neither the Company nor any of its consolidated Subsidiaries has incurred any liabilities or obligations of any nature (whether accrued, absolute, contingent or otherwise and whether due or to become due) except (i) as and to the Parent extent set forth on the audited balance sheet of the Company and its consolidated Subsidiaries are required by GAAP to be as of July 25, 2003 (including the notes thereto) included in the consolidated financial statements of Parent. Except as required by GAAPSEC Documents, Parent has not, between December 31, 2009 and the date of this Agreement, made or adopted any material change in its accounting methods, practices or policies in effect on December 31, 2009. (d) Parent is in compliance in all material respects with (i) the applicable provisions of the Xxxxxxxx-Xxxxx Act of 2002 and (ii) as incurred after July 25, 2003 in the applicable listing ordinary course of business and corporate governance rules and regulations of the NYSE. consistent with past practice, (e) Parent has made available to the Company true and complete copies of all written comment letters from the staff of the SEC received since January 1, 2008 relating to the Parent SEC Documents and all written responses of Parent thereto other than with respect to requests for confidential treatment. There are no outstanding or unresolved comments in comment letters received from the SEC staff with respect to any Parent SEC Documents and, to the Knowledge of Parent, none of the Parent SEC Documents (other than confidential treatment requests) is the subject of ongoing SEC review. There are no internal investigations, or to the Knowledge of Parent, any SEC inquiries or investigations or other governmental inquiries or investigations pending or threatened, in each case regarding any accounting practices of Parent. (f) Parent has established and maintains disclosure controls and procedures and internal control over financial reporting (as such terms are defined in paragraphs (e) and (f), respectively, of Rule 13a-15 and paragraph (e) of Rule 15d-15 under the Exchange Actiii) as required by Rules 13a-15 and 15d-15 under the Exchange Act. Parent’s disclosure controls and procedures are designed to ensure that all information (both financial and non-financial) required to be disclosed by Parent described 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 required pursuant to Sections 302 and 906 of the Xxxxxxxx-Xxxxx Act. 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 Company's quarterly report on Form 10-K or Form 10-QQ filed on March 5, 2004 (the "Recent SEC Documents"), or any amendment thereto, its conclusions about the effectiveness of the disclosure controls and procedures (iv) as of the end of the period covered by such report or amendment based on such evaluation. Based on Parent’s management’s most recently completed evaluation of Parent’s internal control over financial reporting prior to the date of this Agreement, (i) Parent had no significant deficiencies or material weaknesses in the design or operation of its internal control over financial reporting that would reasonably be expected to adversely affect Parent’s ability to record, process, summarize and report financial information and (ii) Parent does not have knowledge of any fraud, whether or not material, that involves management or other employees who have a significant role in Parent’s internal control over financial reporting. (g) Parent and the Parent Subsidiaries do not have any material liabilities or obligations of a nature required by GAAP to be reflected on a consolidated balance sheet of Parent or in the notes thereto that would reasonably be expected to have, individually or in the aggregate, a Parent Company Material Adverse Effect. The Company has not been a party to any securitization transactions or "off-balance sheet arrangements" (as defined in Item 303 of Regulation S-K of the Exchange Act) at any time since January 1, except 2001. (id) The Company has not filed any report with the SEC, Nasdaq, or any other securities regulatory authority or any securities exchange or other self regulatory authority that, as disclosedof the date of this Agreement, reflected remains confidential. (e) The principal executive officer of Company and the principal financial officer of Company (and each former principal executive officer or reserved against principal financial officer of Company) have made the certifications required by Sections 302 and 906 of the Sarbanes-Oxley Act of 2002 (the "Sarbanes-Oxley Act"), and the rulex xxx xxxxxxxxons of the SEC promxxxxxxx xxxxxxnder with respect to the SEC Documents filed since such certifications have been required. For purposes of the preceding sentence, "principal executive officer" and "principal financial officer" shall have the meanings given to such terms in the most recent audited balance sheet included in Sarbanes-Oxley Act. (f) The Company maintains disclosuxx xxxxxxxx xxd procedures required by Rule 13a-15 or 15d-15 under the Parent Financial Statements or Exchange Act; such controls and procedures are effective to ensure that all material information concerning the notes thereto, (ii) Company and its Subsidiaries is made known on a timely basis to the individuals responsible for liabilities the preparation of Company's filings with the SEC and obligations incurred in the Ordinary Course of Business and (iii) for liabilities and obligations arising out of or in connection with this Agreement or the Transactionsother public disclosure documents.

SEC Documents; Undisclosed Liabilities. (a) Parent The Company has filed or furnished all required reports, schedules, forms, statements and other documents required to be filed or furnished by Parent (including exhibits and all other information incorporated therein) with the SEC under the Securities Act or the Exchange Act since December 31January 1, 2009 2000 (the “Parent Company Filed SEC Documents”). (b) . As of its their respective filing datedates, or, if amended, as of the date of the last amendment prior to the date of this Agreement, each Parent Company Filed SEC Document Documents complied in all material respects with the requirements of the Exchange Securities Act of 1933, as amended, and the rules and regulations promulgated thereunder (the “Securities Act”) or the Securities Exchange Act, as the case may be, and the rules and regulations none of the Company Filed SEC promulgated thereunder applicable to such Parent SEC Document, 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 in order to make the statements therein, in light of the circumstances under which they were made, not misleading. Except to the extent that information contained in a Company Filed SEC Document has been revised or superseded in a Company Filed SEC Document, none of the Company Filed SEC Documents contains any untrue statement of a material fact or omits to state any material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading. (cb) The consolidated financial statements of Parent the Company included in the Parent Company Filed SEC Documents (including, in each case, any notes or schedules thereto) and all related compilations, reviews and other reports issued by Parent’s accountants with respect thereto (the “Parent Financial Statements”), comply complied as to form form, as of their respective dates of filing with the SEC, in all material respects with applicable accounting requirements and the published rules and regulations of the SEC with respect thereto (the “Accounting Rules”), have been prepared in accordance with United States generally accepted accounting principles (“GAAP”) (except, in the case of unaudited statements, as permitted by applicable rules and regulations of the SEC) applied on a consistent basis during the periods involved (except as may be indicated in the notes thereto. The Parent Financial Statements ) and fairly present present, in accordance with applicable requirements of GAAP in all material respects respects, the consolidated financial condition position of the Company and the results of operations, cash flows and changes in stockholders’ equity of Parent (on a its consolidated basis) Subsidiaries as of the respective dates thereof and the consolidated results of their operations and cash flows for the periods referred to in the Parent Financial Statements, all in accordance with GAAP then ended (except as otherwise noted therein), subject, in the case of interim Parent Financial Statementsunaudited statements, to normal recurring non-material year-end adjustments and audit adjustments). Except (i) as reflected in the absence of notes. No most recent financial statements included in the Company Filed SEC Documents or in the notes thereto or (ii) for liabilities (A) incurred in the ordinary course of any Person other than Parent business since the date of the most recent financial statements included in the Company Filed SEC Documents, (B) relating to obligations under leases and contracts in accordance with the Parent Subsidiaries terms and conditions thereof which are not required by GAAP to be included reflected on a regularly prepared balance sheet and (C) incurred in connection with the Transactions, including any fees and expenses to be paid by the Company, neither the Company nor any of its Subsidiaries has any liabilities or obligations of any nature (whether accrued, absolute, contingent or otherwise) that would reasonably be likely to have a Company Material Adverse Effect. (c) Section 3.5(c) of the Company Disclosure Letter contains the unaudited consolidated financial statements of Parent. Except the Company as required by GAAPof November 30, Parent has not2003 and such financial statements have been prepared in accordance with GAAP applied on a consistent basis and present fairly, between December 31in all material respects, 2009 the financial position of the Company and its consolidated Subsidiaries as of November 30, 2003 and their consolidated results of operations and cash flows for the date period then ended (subject to the absence of this Agreement, made or adopted any material change in its accounting methods, practices or policies in effect on December 31, 2009footnotes thereto and to normal and recurring year-end adjustments). (d) Parent is in compliance in all material respects with The Company has established and maintained (i) disclosure controls and procedures (as defined in Rule 13a-15 promulgated under the applicable provisions of the Xxxxxxxx-Xxxxx Act of 2002 Exchange Act) and (ii) the applicable listing and corporate governance rules and regulations of the NYSE. (e) Parent has made available to the Company true and complete copies of all written comment letters from the staff of the SEC received since January 1, 2008 relating to the Parent SEC Documents and all written responses of Parent thereto other than with respect to requests for confidential treatment. There are no outstanding or unresolved comments in comment letters received from the SEC staff with respect to any Parent SEC Documents and, to the Knowledge of Parent, none of the Parent SEC Documents (other than confidential treatment requests) is the subject of ongoing SEC review. There are no internal investigations, or to the Knowledge of Parent, any SEC inquiries or investigations or other governmental inquiries or investigations pending or threatened, in each case regarding any accounting practices of Parent. (f) Parent has established and maintains disclosure controls and procedures and internal control over financial reporting (as such terms are defined in paragraphs (e) and (f), respectively, of Rule 13a-15 and paragraph (e) of Rule 15d-15 promulgated under the Exchange Act). To the Knowledge of the Company, (i) as required by Rules 13a-15 and 15d-15 under the Exchange Act. Parent’s such disclosure controls and procedures are designed effective to ensure that all material information (both financial and non-financial) relating to the Company, including its consolidated subsidiaries, is made known to the Company's senior management by others within those entities, particularly during the period when the Company's periodic reports to which such information relates are required to be disclosed by Parent in the reports that it files or furnishes under the Exchange Act is recordedprepared, processed, summarized and reported within the time periods specified in the rules and forms of the SEC, and that all (ii) such information is accumulated and communicated to Parent’s management as appropriate to allow timely decisions regarding required disclosure and to make the certifications required pursuant to Sections 302 and 906 of the Xxxxxxxx-Xxxxx Act. Parent’s management has completed an assessment of the effectiveness of Parent’s disclosure internal 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. Based on Parent’s management’s most recently completed evaluation of Parent’s internal control over financial reporting prior to provide reasonable assurance regarding the date reliability of this Agreementfinancial reporting and the preparation of financial statements for external purposes in accordance with GAAP, (iiii) Parent had there are no significant deficiencies or material weaknesses in the design or operation of its Company's internal control over financial reporting that would reasonably be expected to controls which could materially adversely affect Parent’s Company's ability to record, process, summarize and report financial information data and (iiiv) Parent does not have knowledge of any there is no fraud, whether or not material, that involves management or other employees who have a significant role in Parent’s Company's internal control over financial reportingcontrols. As used in this Section 3.5(b), the term “file” shall be broadly construed to include any manner in which a document or information is furnished, supplied or otherwise made available to the SEC. (ge) The Company has timely filed and made available to Parent all certifications and the Parent Subsidiaries do not have any material liabilities or obligations of a nature statements required by GAAP to be reflected on a consolidated balance sheet of Parent or in the notes thereto that would reasonably be expected to have, individually or in the aggregate, a Parent Material Adverse Effect, except (i) as disclosed, reflected Rule 13a-14 or reserved against in Rule 15d-14 under the most recent audited balance sheet included in the Parent Financial Statements Exchange Act or the notes thereto, (ii) for liabilities and obligations incurred in 18 U.S.C. Section 1350 (Section 906 of the Ordinary Course Xxxxxxxx-Xxxxx Act of Business and (iii2002) for liabilities and obligations arising out of or in connection with this Agreement or the Transactionsrespect to any Company SEC Document.

SEC Documents; Undisclosed Liabilities. (a) Parent RJR has filed or furnished all reports, schedules, forms, statements and other documents required to be filed or furnished by Parent with the SEC under the Securities Act or the Exchange Act by RJR since December 31January 1, 2009 2003 (the “Parent documents referred to in this Section 3.06(a) being referred to collectively as the "RJR SEC Documents”"). (b) As of its respective filing date, or, if amended, as of the date of the last amendment prior to the date of this Agreement, each Parent RJR SEC Document complied as to form in all material respects with the requirements of the Exchange Act or the Securities Act of 1933, as amended (the "Securities Act"), as the case may be, and the rules and regulations of the SEC promulgated thereunder applicable to such Parent RJR SEC Document, 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 in order to make the statements therein, in light of the circumstances under which they were made, not misleading. (c) . The consolidated financial statements of Parent RJR included in the Parent RJR SEC Documents (including, in each case, any notes or schedules thereto) and all related compilations, reviews and other reports issued by Parent’s accountants with respect thereto (the “Parent Financial Statements”), comply as to form in all material respects with applicable accounting requirements and the published rules and regulations of the SEC with respect thereto. The Parent Financial Statements , have been prepared in accordance with United States generally accepted accounting principles ("GAAP") (except, in the case of unaudited statements, as permitted by Form 10-Q of the SEC) applied on a consistent basis during the periods involved (except as may be indicated in the notes thereto) and fairly present in all material respects the consolidated financial condition position of RJR and the results of operations, cash flows and changes in stockholders’ equity of Parent (on a its consolidated basis) subsidiaries as of the respective dates thereof and the consolidated results of their operations and cash flows for the periods referred to in the Parent Financial Statements, all in accordance with GAAP shown (except as otherwise noted therein), subject, in the case of interim Parent Financial Statementsunaudited statements, to normal year-end adjustments audit adjustments). Each of the principal executive officer of RJR and the absence principal financial officer of notes. No RJR (or each former principal executive officer of RJR and each former principal financial statements officer of any Person other than Parent and the Parent Subsidiaries are RJR, as applicable) has made all certifications required by GAAP to be included in the consolidated financial statements of Parent. Except as required by GAAP, Parent has not, between December 31, 2009 and the date of this Agreement, made or adopted any material change in its accounting methods, practices or policies in effect on December 31, 2009. (d) Parent is in compliance in all material respects with (i) the applicable provisions of the Xxxxxxxx-Xxxxx Act of 2002 and (ii) the applicable listing and corporate governance rules and regulations of the NYSE. (e) Parent has made available to the Company true and complete copies of all written comment letters from the staff of the SEC received since January 1, 2008 relating to the Parent SEC Documents and all written responses of Parent thereto other than with respect to requests for confidential treatment. There are no outstanding or unresolved comments in comment letters received from the SEC staff with respect to any Parent SEC Documents and, to the Knowledge of Parent, none of the Parent SEC Documents (other than confidential treatment requests) is the subject of ongoing SEC review. There are no internal investigations, or to the Knowledge of Parent, any SEC inquiries or investigations or other governmental inquiries or investigations pending or threatened, in each case regarding any accounting practices of Parent. (f) Parent has established and maintains disclosure controls and procedures and internal control over financial reporting (as such terms are defined in paragraphs (e) and (f), respectively, of Rule 13a-15 and paragraph (e) of Rule 15d-15 under the Exchange Act) as required by Rules 13a-15 and 15d-15 under the Exchange Act. Parent’s disclosure controls and procedures are designed to ensure that all information (both financial and non-financial) required to be disclosed by Parent 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 required pursuant to Sections 302 and 906 of the Xxxxxxxx-Xxxxx Act of 2002 (the "Xxxxxxxx-Xxxxx Act. Parent’s management has completed an assessment ") and the rules and regulations of the effectiveness of Parent’s disclosure controls and procedures and, SEC promulgated thereunder with respect to the extent required by applicable Law, presented in any applicable Parent RJR SEC Document that is a report on Form 10-K or Form 10-Q, or any amendment thereto, its conclusions about the effectiveness Documents. For purposes of the disclosure controls preceding sentence, "principal executive officer" and procedures "principal financial officer" shall have the meanings given to such terms in the Xxxxxxxx-Xxxxx Act. (c) Except as of set forth in the end of RJR SEC Documents filed by RJR with the period covered by such report or amendment based on such evaluation. Based on Parent’s management’s most recently completed evaluation of Parent’s internal control over financial reporting SEC and publicly available prior to the date of this AgreementAgreement (the "Filed RJR SEC Documents"), (i) Parent had no significant deficiencies or material weaknesses in the design or operation of its internal control over financial reporting that would reasonably be expected to adversely affect Parent’s ability to record, process, summarize and report financial information and (ii) Parent does not have knowledge of neither RJR nor any fraud, whether or not material, that involves management or other employees who have a significant role in Parent’s internal control over financial reporting. (g) Parent and the Parent Subsidiaries do not have RJR Subsidiary has any material liabilities or obligations of a any nature (whether accrued, absolute, contingent or otherwise and other than liabilities or obligations of any nature arising out of any Action relating to the development, packaging, labeling, delivery, sale, resale, distribution, marketing, promotion, use or consumption of, or exposure to, tobacco products, including smoking and health-related and safety-related claims) that are required by GAAP to be reflected set forth on a consolidated balance sheet of Parent RJR and its consolidated subsidiaries or in the notes thereto that would reasonably be expected to haveand that, individually or in the aggregate, has had or is reasonably likely to have a Parent RJR Material Adverse Effect. (d) None of the RJR Subsidiaries is, except (ior has at any time since January 1, 2002, been, subject to the reporting requirements of Sections 13(a) as disclosed, reflected or reserved against in and 15(d) of the most recent audited balance sheet included in the Parent Financial Statements or the notes thereto, (ii) for liabilities and obligations incurred in the Ordinary Course of Business and (iii) for liabilities and obligations arising out of or in connection with this Agreement or the TransactionsExchange Act.

SEC Documents; Undisclosed Liabilities. (a) Parent 4.6.1 For all periods subsequent to January 1, 2004, STRV has filed or furnished all reports, schedules, forms, statements and other documents as required by the SEC in a timely basis (or has received a valid extension of such time of filing and has filed any such reports or other documents prior to be the expiration of any such extension), and STRV has delivered or made available to CNSR all reports, schedules, forms, statements and other documents filed with or furnished by Parent with to the SEC under the Securities Act or the Exchange Act since December 31during such period (collectively, 2009 (and in each case including all exhibits and schedules thereto and documents incorporated by reference therein, the “Parent STRV SEC Documents”). (b) . As of its their respective filing date, dates (or, if amended, supplemented or superseded by a filing prior to the date hereof, then as of the date of such amendment, supplement or superseding filing) the last amendment prior to the date of this Agreement, each Parent STRV SEC Document Documents complied in all material respects with the requirements of the Exchange Securities Act or the Securities Exchange Act, as the case may be, and the rules and regulations of the SEC promulgated thereunder applicable to such Parent STRV SEC DocumentDocuments, and did not contain none of the STRV SEC Documents (including any and all consolidated financial statements included therein) as of such date contained any untrue statement of a material fact or omit omitted to state a material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading. (c) . The consolidated financial statements of Parent STRV included in the Parent such STRV SEC Documents (including, in each case, any notes or schedules thereto) and all related compilations, reviews and other reports issued by Parent’s accountants with respect thereto (the “Parent Financial Statements”), comply as to form in all material respects with applicable accounting requirements and the published rules and regulations of the SEC with respect thereto. The Parent Financial Statements fairly present in all material respects the financial condition and the results of operations, cash flows and changes in stockholders’ equity of Parent (on a consolidated basis) as of the respective dates of and for the periods referred to in the Parent Financial Statements, all have been prepared in accordance with GAAP (except, in the case of unaudited consolidated quarterly statements, as permitted by Form 10-QSB of the SEC) applied on a consistent basis during the periods involved (except as otherwise noted thereinmay be indicated in the notes thereto), have been reviewed by an independent accountant registered with the Public Company Accounting Oversight Board and fairly and accurately present the consolidated financial position of STRV as of the dates thereof and the consolidated results of operations and changes in cash flows for the periods covered thereby (subject, in the case of interim Parent Financial Statementsunaudited quarterly statements, to normal year-end audit adjustments as determined by STRV’s independent accountants, which are not expected to have a material adverse effect on STRV and its business). Except as set forth in the absence STRV SEC Documents, at the date of notes. No the most recent financial statements of any Person other than Parent and the Parent Subsidiaries are required by GAAP to be STRV included in the consolidated financial statements STRV SEC Documents, STRV did not have, and since such date STRV has not incurred, any liabilities or obligations of Parent. Except as required by GAAPany nature (whether accrued, Parent has notabsolute, between December 31, 2009 contingent or otherwise) except for liabilities and obligations that have been incurred since the date of this Agreementthe most recent balance sheet included in the STRV Financial Statements in the ordinary course of business and are not (singly or in the aggregate) material to STRV’s business, made or adopted any material change in its accounting methods, practices or policies in effect all of which are listed on December 31, 2009the STRV Disclosure Schedule. 4.6.2 The STRV SEC Documents include all certifications and statements required of it, if any, by (di) Parent Rule 13a-14 or 15d-14 under the Exchange Act, and (ii) 18 U.S.C. Section 1350 (Section 906 of the Xxxxxxxx-Xxxxx Act of 2002), and each of such certifications and statements contain no qualifications or exceptions to the matters certified therein other than a knowledge qualification, permitted under such provision, and have not been modified or withdrawn and neither STRV nor any of its officers has received any notice from the SEC or any other Governmental Entity questioning or challenging the accuracy, completeness, form or manner of filing or submission of such certifications or statements. 4.6.3 STRV is in compliance in all material respects with (i) all of the applicable provisions of the Xxxxxxxx-Xxxxx Act of 2002 2002, and (ii) the applicable listing and corporate governance rules and regulations provisions of the NYSE. (e) Parent has made available to the Company true and complete copies of all written comment letters from the staff of the SEC received since January 1, 2008 relating to the Parent SEC Documents and all written responses of Parent thereto other than with respect to requests for confidential treatment. There are no outstanding or unresolved comments in comment letters received from the SEC staff with respect to any Parent SEC Documents and, to the Knowledge of Parent, none of the Parent SEC Documents (other than confidential treatment requests) is the subject of ongoing SEC review. There are no internal investigations, or to the Knowledge of Parent, any SEC inquiries or investigations or other governmental inquiries or investigations pending or threatened, in each case regarding any accounting practices of Parent. (f) Parent has established and maintains disclosure controls and procedures and internal control over financial reporting (as such terms are defined in paragraphs (e) and (f), respectively, of Rule 13a-15 and paragraph (e) of Rule 15d-15 under the Exchange Act) as required by Rules 13a-15 and 15d-15 under the Exchange Act. Parent’s disclosure controls and procedures are designed to ensure that all information (both financial and non-financial) required to be disclosed by Parent 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 required pursuant to Sections 302 and 906 of the Xxxxxxxx-Xxxxx Act. 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. Based on Parent’s management’s most recently completed evaluation of Parent’s internal control over financial reporting prior to the date of this Agreement, (i) Parent had no significant deficiencies or material weaknesses in the design or operation of its internal control over financial reporting that would reasonably be expected to adversely affect Parent’s ability to record, process, summarize and report financial information and (ii) Parent does not have knowledge of any fraud, whether or not material, that involves management or other employees who have a significant role in Parent’s internal control over financial reporting. (g) Parent and the Parent Subsidiaries do not Securities Act relating thereto which under the terms of such provisions (including the dates by which such compliance is required) have any material liabilities or obligations of a nature required by GAAP become applicable to be reflected on a consolidated balance sheet of Parent or in the notes thereto that would reasonably be expected to have, individually or in the aggregate, a Parent Material Adverse Effect, except (i) as disclosed, reflected or reserved against in the most recent audited balance sheet included in the Parent Financial Statements or the notes thereto, (ii) for liabilities and obligations incurred in the Ordinary Course of Business and (iii) for liabilities and obligations arising out of or in connection with this Agreement or the TransactionsSTRV.

SEC Documents; Undisclosed Liabilities. (ai) Parent Xxxxx has filed or furnished all reports, schedules, forms, statements and other documents required to be filed or furnished by Parent it with the SEC under the Securities Act or since January 1, 2013, pursuant to Sections 13(a), 14(a) and 15(d) of the Exchange Act since December 31, 2009 (the “Parent SEC DocumentsReports”). (bii) As of its respective filing date, or, if amended, as of the date of the last amendment prior to the date of this Agreement, each Parent SEC Document Report complied in all material respects with the requirements of the Securities Exchange Act or the Securities Actof 1934, as amended (the case may be, “Exchange Act”) and the rules and regulations of the SEC promulgated thereunder applicable to such Parent SEC DocumentReport. Except to the extent that information contained in any SEC Report has been revised or superseded by a later SEC Report, and did not contain none of the SEC Reports contains any untrue statement of a material fact or omit omits to state a any material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading. (c) . The consolidated financial statements of Parent Xxxxx included in the Parent SEC Documents (including, in each case, any notes or schedules thereto) and all related compilations, reviews and other reports issued by Parent’s accountants with respect thereto (the “Parent Financial Statements”), Reports comply as to form in all material respects with applicable accounting requirements and the published rules and regulations of the SEC with respect thereto. The Parent Financial Statements , have been prepared in accordance with the U.S. generally accepted accounting principles (except, in the case of unaudited statements, as permitted by the rules and regulations of the SEC) applied on a consistent basis during the periods involved (except as may be indicated in the notes thereto) and fairly present in all material respects the consolidated financial condition and the results position of operations, cash flows and changes in stockholders’ equity of Parent (on a consolidated basis) Xxxxx as of the respective dates thereof and the consolidated results of their operations and cash flows for the periods referred to in the Parent Financial Statements, all in accordance with GAAP shown (except as otherwise noted therein), subject, in the case of interim Parent Financial Statementsunaudited statements, to normal year-end adjustments and the absence of notes. No financial statements of any Person other than Parent and the Parent Subsidiaries are required by GAAP to be included in the consolidated financial statements of Parent. Except as required by GAAP, Parent has not, between December 31, 2009 and the date of this Agreement, made or adopted any material change in its accounting methods, practices or policies in effect on December 31, 2009audit adjustments). (diii) Parent is Except as set forth in compliance in all material respects with (i) the applicable provisions of the Xxxxxxxx-Xxxxx Act of 2002 and (ii) the applicable listing and corporate governance rules and regulations of the NYSE. (e) Parent has made available to the Company true and complete copies of all written comment letters from the staff of the SEC received since January 1Reports, 2008 relating Xxxxx has no liabilities or obligations of any nature (whether accrued, absolute, contingent or otherwise) required by U.S. generally accepted accounting principles to be set forth on a balance sheet of Xxxxx or in the Parent SEC Documents and all written responses of Parent thereto other than with respect to requests for confidential treatmentnotes thereto. There are no outstanding financial or unresolved comments in comment letters received from the SEC staff with respect contractual obligations and liabilities (including any obligations to any Parent SEC Documents and, to the Knowledge of Parent, none of the Parent SEC Documents (other than confidential treatment requests) is the subject of ongoing SEC review. There are no internal investigations, or to the Knowledge of Parent, any SEC inquiries or investigations issue capital stock or other governmental inquiries or investigations pending or threatened, in each case regarding any accounting practices of Parent. (fsecurities) Parent has established and maintains disclosure controls and procedures and internal control over financial reporting (as such terms are defined in paragraphs (e) and (f), respectively, of Rule 13a-15 and paragraph (e) of Rule 15d-15 under the Exchange Act) as required by Rules 13a-15 and 15d-15 under the Exchange Act. Parent’s disclosure controls and procedures are designed to ensure that all information (both financial and non-financial) required to be disclosed by Parent 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 required pursuant to Sections 302 and 906 of the Xxxxxxxx-Xxxxx Act. 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. Based on Parent’s management’s most recently completed evaluation of Parent’s internal control over financial reporting prior to due after the date of this Agreement, (i) Parent had no significant deficiencies or material weaknesses in the design or operation of its internal control over financial reporting that would reasonably be expected to adversely affect Parent’s ability to record, process, summarize and report financial information and (ii) Parent does not have knowledge of any fraud, whether or not material, that involves management or other employees who have a significant role in Parent’s internal control over financial reportinghereof. (g) Parent and the Parent Subsidiaries do not have any material liabilities or obligations of a nature required by GAAP to be reflected on a consolidated balance sheet of Parent or in the notes thereto that would reasonably be expected to have, individually or in the aggregate, a Parent Material Adverse Effect, except (i) as disclosed, reflected or reserved against in the most recent audited balance sheet included in the Parent Financial Statements or the notes thereto, (ii) for liabilities and obligations incurred in the Ordinary Course of Business and (iii) for liabilities and obligations arising out of or in connection with this Agreement or the Transactions.

SEC Documents; Undisclosed Liabilities. (a) Parent BDS has filed or furnished all reports, schedules, forms, statements and other documents required to be filed or furnished by Parent it with the SEC under the Securities Act or since March 9, 2001, pursuant to Sections 13(a), 14(a) and 15(d) of the Exchange Act since December 31, 2009 (the “Parent SEC DocumentsReports”). (b) As of its respective filing date, or, if amended, as of the date of the last amendment prior to the date of this Agreement, each Parent SEC Document Report complied in all material respects with the requirements of the Exchange Act or the Securities Act, as the case may be, and the rules and regulations of the SEC promulgated thereunder applicable to such Parent SEC DocumentReport. Except to the extent that information contained in any SEC Report has been revised or superseded by a later SEC Report, and did not contain none of the SEC Reports contains any untrue statement of a material fact or omit omits to state a any material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading. (c) . The consolidated financial statements of Parent BDS included in the Parent SEC Documents (including, in each case, any notes or schedules thereto) and all related compilations, reviews and other reports issued by Parent’s accountants with respect thereto (the “Parent Financial Statements”), Reports comply as to form in all material respects with applicable accounting requirements and the published rules and regulations of the SEC with respect thereto. The Parent Financial Statements , have been prepared in accordance with the U.S. generally accepted accounting principles (except, in the case of unaudited statements, as permitted by the rules and regulations of the SEC) applied on a consistent basis during the periods involved (except as may be indicated in the notes thereto) and fairly present in all material respects the consolidated financial condition position of BDS and the results of operations, cash flows and changes in stockholders’ equity of Parent (on a its consolidated basis) subsidiaries as of the respective dates thereof and the consolidated results of their operations and cash flows for the periods referred to in the Parent Financial Statements, all in accordance with GAAP shown (except as otherwise noted therein), subject, in the case of interim Parent Financial Statementsunaudited statements, to normal year-end adjustments and the absence of notes. No financial statements of any Person other than Parent and the Parent Subsidiaries are required by GAAP to be included in the consolidated financial statements of Parent. Except as required by GAAP, Parent has not, between December 31, 2009 and the date of this Agreement, made or adopted any material change in its accounting methods, practices or policies in effect on December 31, 2009audit adjustments). (dc) Parent is in compliance in all material respects with (i) the applicable provisions As of the Xxxxxxxx-Xxxxx Act date hereof, BDS has total outstanding liabilities of 2002 and (ii) the applicable listing and corporate governance rules and regulations of the NYSE. (e) Parent $345,404. Further, BDS has made available to the Company true and complete copies of all written comment letters from the staff of the SEC received since January 1, 2008 relating to the Parent SEC Documents and all written responses of Parent thereto other than with respect to requests for confidential treatment. There are no outstanding or unresolved comments in comment letters received from the SEC staff with respect to any Parent SEC Documents and, to the Knowledge of Parent, none of the Parent SEC Documents (other than confidential treatment requests) is the subject of ongoing SEC review. There are no internal investigations, or to the Knowledge of Parent, any SEC inquiries or investigations or other governmental inquiries or investigations pending or threatened, in each case regarding any accounting practices of Parent. (f) Parent has established and maintains disclosure controls and procedures and internal control over financial reporting (as such terms are defined in paragraphs (e) and (f), respectively, of Rule 13a-15 and paragraph (e) of Rule 15d-15 under the Exchange Act) as required by Rules 13a-15 and 15d-15 under the Exchange Act. Parent’s disclosure controls and procedures are designed to ensure that all information (both financial and non-financial) required to be disclosed by Parent 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 required pursuant to Sections 302 and 906 of the Xxxxxxxx-Xxxxx Act. 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. Based on Parent’s management’s most recently completed evaluation of Parent’s internal control over financial reporting prior to the date of this Agreement, (i) Parent had no significant deficiencies or material weaknesses in the design or operation of its internal control over financial reporting that would reasonably be expected to adversely affect Parent’s ability to record, process, summarize and report financial information and (ii) Parent does not have knowledge of any fraud, whether or not material, that involves management or other employees who have a significant role in Parent’s internal control over financial reporting. (g) Parent and the Parent Subsidiaries do not have any material liabilities or obligations of a any nature (whether accrued, absolute, contingent or otherwise) required by GAAP U.S. generally accepted accounting principles to be reflected set forth on a consolidated balance sheet of Parent BDS or in the notes thereto that would reasonably be expected to have, individually or in the aggregate, a Parent Material Adverse Effect, except (i) as disclosed, reflected or reserved against in the most recent audited balance sheet included in the Parent Financial Statements or the notes thereto, (ii) for liabilities and obligations incurred in the Ordinary Course of Business and (iii) for liabilities and obligations arising out of or in connection with this Agreement or the Transactions.

SEC Documents; Undisclosed Liabilities. (a) Parent has furnished or filed or furnished all reports, schedules, forms, statements and other documents (including exhibits included therewith and financial statements and schedules thereto and other information incorporated by reference therein) required to be furnished or filed or furnished by Parent with the SEC under the Securities Act or the and Exchange Act since December 31, 2009 Commission (the “SEC”) since January 1, 2013 (such documents, together with any documents filed with the SEC during such period by Parent on a voluntary basis on a Current Report on Form 8-K being collectively referred to as the “SEC Documents”). (b) As of its respective filing date, or, if amended, as of . Parent has not received any written comments from the date of the last amendment prior SEC staff with respect to the date of this Agreement, each Parent SEC Document complied in all material respects with Documents that have not been resolved to the requirements of the Exchange Act or the Securities Act, as the case may be, and the rules and regulations satisfaction of the SEC promulgated thereunder applicable to such Parent SEC Documentstaff. As of their respective dates, 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 in order to make the statements therein, in light of the circumstances under which they were made, not misleading. (c) The consolidated audited financial statements of Parent included in the Parent SEC Documents (includingDocuments, in each case, any including the notes or schedules thereto) and all related compilations, reviews and other reports issued by Parent’s accountants with respect thereto (the “Parent Financial Statements”), comply complied as to form in all material respects with applicable accounting requirements and the published rules and regulations of the SEC securities laws with respect thereto. The Parent Financial Statements Such consolidated audited financial statements have been prepared in accordance with GAAP, consistently applied, during the periods involved (except as may be otherwise indicated in such financial statements or the notes thereto) and fairly present in all material respects the financial condition position of Parent as of the dates thereof and the results of operationsits or their operations and cash flows, cash flows and changes in stockholders’ equity of Parent (on a consolidated basis) as of the respective dates of and applicable, for the periods referred to in the Parent Financial Statements, all in accordance with GAAP (except as otherwise noted therein), subject, in the case of interim Parent Financial Statements, to normal year-end adjustments and the absence of notes. No financial statements of any Person other than Parent and the Parent Subsidiaries are required by GAAP to be included in the consolidated financial statements of Parent. Except as required by GAAP, Parent has not, between December 31, 2009 and the date of this Agreement, made or adopted any material change in its accounting methods, practices or policies in effect on December 31, 2009then ended. (db) Parent is in compliance in all material respects with (i) the applicable provisions of the Xxxxxxxx-Xxxxx Act of 2002 and (ii) the applicable listing and corporate governance rules and regulations of the NYSE. (e) Parent has made available to the Company true and complete copies of all written comment letters from the staff of the SEC received since January 1, 2008 relating to the Parent SEC Documents and all written responses of Parent thereto other than with respect to requests for confidential treatment. There are no outstanding or unresolved comments in comment letters received from the SEC staff with respect to any Parent SEC Documents and, to the Knowledge of Parent, none of the Parent SEC Documents (other than confidential treatment requests) is the subject of ongoing SEC review. There are no internal investigations, or to the Knowledge of Parent, any SEC inquiries or investigations or other governmental inquiries or investigations pending or threatened, in each case regarding any accounting practices of Parent. (f) Parent has established and maintains disclosure controls and procedures and internal control over financial reporting (as such terms are defined in paragraphs (e) and (f), respectively, of Rule 13a-15 and paragraph (e) of Rule 15d-15 under the Exchange Act) as required by Rules 13a-15 and 15d-15 under the Exchange Act. Parent’s disclosure controls and procedures are designed to ensure that all information (both financial and non-financial) required to be disclosed by Parent 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 required pursuant to Sections 302 and 906 of the Xxxxxxxx-Xxxxx Act. 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. Based on Parent’s management’s most recently completed evaluation of Parent’s internal control over financial reporting prior to the date of this Agreement, (i) Parent had no significant deficiencies or material weaknesses in the design or operation of its internal control over financial reporting that would reasonably be expected to adversely affect Parent’s ability to record, process, summarize and report financial information and (ii) Parent does not have knowledge of any fraud, whether or not material, that involves management or other employees who have a significant role in Parent’s internal control over financial reporting. (g) Parent and the Parent Subsidiaries do not have any material liabilities or obligations of a nature required by GAAP to be reflected on a consolidated balance sheet of Parent or in the notes thereto that would reasonably be expected to have, individually or in the aggregate, a Parent Material Adverse Effect, except Except (i) as disclosed, reflected or reserved against in the most recent audited Parent’s consolidated unaudited balance sheet included in the Parent Financial Statements as of June 30, 2014 (or the notes thereto) as included in the SEC Documents, (ii) for liabilities and obligations incurred since June 30, 2014 in the Ordinary Course ordinary course of Business business consistent with past practice and (iii) for liabilities and obligations arising incurred as permitted by this Agreement (none of which relates to any breach of Contract, breach of warranty, tort, infringement, or violation of Law or arose out of any Action or claim), Parent does not have any liabilities or obligations of any nature (whether accrued, absolute, contingent or otherwise) in each case as required by GAAP to be reflected or reserved against in Parent’s consolidated balance sheet (or the notes thereto) that, individually or in connection the aggregate, have had or would reasonably be expected to have a material adverse effect on the Parent. (c) Parent maintains a system of “internal control over financial reporting” (as defined in Rules 13a-15(f) and 15d-15(f) of the Exchange Act) sufficient to provide reasonable assurance (i) that transactions are recorded as necessary to permit preparation of financial statements in conformity with this Agreement GAAP, consistently applied, (ii) that transactions are executed only in accordance with the authorization of management and (iii) regarding prevention or timely detection of the Transactionsunauthorized acquisition, use or disposition of Parent’s properties or assets that could have a material effect on Parent’s financial statements. (d) Parent is, and since January 1, 2013 has been, in compliance in all material respects with the applicable listing and corporate governance rules and requirements of the New York Stock Exchange.

SEC Documents; Undisclosed Liabilities. (ai) Parent Sirius has filed or furnished all required reports, schedules, forms, registration statements and other documents required to be filed or furnished by Parent with the SEC under since December 31, 2004 (the “Sirius SEC Documents”). As of their respective dates of filing with the SEC (or, if amended or superseded by a filing prior to the date hereof, as of the date of such filing), the Sirius SEC Documents complied in all material respects, with the requirements of the Securities Act or the Exchange Act since December 31, 2009 (the “Parent SEC Documents”). (b) As of its respective filing date, or, if amended, as of the date of the last amendment prior to the date of this Agreement, each Parent SEC Document complied in all material respects with the requirements of the Exchange Act or the Securities Act, as the case may be, and the rules and 16 Table of Contents regulations of the SEC promulgated thereunder applicable to such Parent Sirius SEC DocumentDocuments, and did not contain none of the Sirius SEC Documents when filed contained any untrue statement of a material fact or omit omitted to state a material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading. (c) . The consolidated financial statements of Parent Sirius included in the Parent Sirius SEC Documents (including, in each case, any notes or schedules thereto) and all related compilations, reviews and other reports issued by Parent’s accountants with respect thereto (the “Parent Financial Statements”), comply complied as to form 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. The Parent Financial Statements thereto (except, in the case of unaudited statements, as permitted by Form 10-Q of the SEC), have been prepared in accordance with generally accepted accounting principles applied on a consistent basis during the periods involved (except as may be disclosed therein) and fairly present in all material respects the consolidated financial condition position of Sirius and its consolidated Subsidiaries and the consolidated results of operations, cash flows and changes in stockholders’ equity and cash flows of Parent (on a consolidated basis) such companies as of the respective dates of and for the periods referred shown. There are no outstanding comments from the Staff of the SEC with respect to in any of the Parent Financial Statements, all in accordance with GAAP Sirius SEC Documents. (except as otherwise noted therein), subject, in the case of interim Parent Financial Statements, to normal year-end adjustments and the absence of notes. No financial statements of any Person other than Parent and the Parent Subsidiaries ii) Except for (A) those liabilities that are required by GAAP to be included fully reflected or reserved for in the consolidated financial statements of Parent. Except as required by GAAP, Parent has not, between December 31, 2009 and the date of this Agreement, made or adopted any material change Sirius included in its accounting methods, practices or policies in effect on December 31, 2009. (d) Parent is in compliance in all material respects with (i) the applicable provisions of the Xxxxxxxx-Xxxxx Act of 2002 and (ii) the applicable listing and corporate governance rules and regulations of the NYSE. (e) Parent has made available to the Company true and complete copies of all written comment letters from the staff of the SEC received since January 1, 2008 relating to the Parent SEC Documents and all written responses of Parent thereto other than with respect to requests for confidential treatment. There are no outstanding or unresolved comments in comment letters received from the SEC staff with respect to any Parent SEC Documents and, to the Knowledge of Parent, none of the Parent SEC Documents (other than confidential treatment requests) is the subject of ongoing SEC review. There are no internal investigations, or to the Knowledge of Parent, any SEC inquiries or investigations or other governmental inquiries or investigations pending or threatened, in each case regarding any accounting practices of Parent. (f) Parent has established and maintains disclosure controls and procedures and internal control over financial reporting (as such terms are defined in paragraphs (e) and (f), respectively, of Rule 13a-15 and paragraph (e) of Rule 15d-15 under the Exchange Act) as required by Rules 13a-15 and 15d-15 under the Exchange Act. Parent’s disclosure controls and procedures are designed to ensure that all information (both financial and non-financial) required to be disclosed by Parent 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 required pursuant to Sections 302 and 906 of the Xxxxxxxx-Xxxxx Act. 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 Quarterly Report on Form 10-K or Form 10-QQ for the fiscal quarter ended September 30, or any amendment thereto2006, its conclusions about as filed with the effectiveness of the disclosure controls and procedures as of the end of the period covered by such report or amendment based on such evaluation. Based on Parent’s management’s most recently completed evaluation of Parent’s internal control over financial reporting SEC prior to the date of this AgreementAgreement (the “Sirius Financial Statements”), (iB) Parent had no significant deficiencies or material weaknesses liabilities incurred since September 30, 2006 in the design or operation ordinary course of its internal control over financial reporting that business consistent with past practice, (C) liabilities which would reasonably be expected to adversely affect Parent’s ability to record, process, summarize and report financial information and (ii) Parent does not have knowledge of any fraud, whether or not material, that involves management or other employees who have a significant role in Parent’s internal control over financial reporting. (g) Parent and the Parent Subsidiaries do not have any material liabilities or obligations of a nature required by GAAP to be reflected on a consolidated balance sheet of Parent or in the notes thereto that would reasonably be expected to havenot, individually or in the aggregate, reasonably be expected to have a Parent Material Adverse Effectmaterial adverse effect on Sirius, except (iD) as disclosedliabilities incurred pursuant to the transactions contemplated by this Agreement, reflected and (E) liabilities or reserved against obligations discharged or paid in full prior to the date of this Agreement in the most recent audited balance sheet included ordinary course of business consistent with past practice, Sirius and its Subsidiaries do not have, and since September 30, 2006, Sirius and its Subsidiaries have not incurred (except as permitted by Section 4.2), any liabilities or obligations of any nature whatsoever (whether accrued, absolute, contingent or otherwise and whether or not required to be reflected in the Parent Financial Statements or the notes thereto, (ii) for liabilities and obligations incurred Sirius’s financial statements in the Ordinary Course of Business and (iii) for liabilities and obligations arising out of or in connection accordance with this Agreement or the Transactionsgenerally accepted accounting principles).