Common use of SEC Documents; Undisclosed Liabilities Clause in Contracts

SEC Documents; Undisclosed Liabilities. (a) The Company has furnished or filed all reports, schedules, forms, statements and other documents (including exhibits and other information incorporated therein) required to be furnished or filed with the SEC by the Company since January 1, 2019 (the documents referred to in this Section 5.07(a) being referred to collectively as the “Company SEC Documents”). (b) Each Company SEC Document (i) at the time filed, complied as to form in all material respects with the requirements of the Exchange Act and 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thereunder applicable to such Company SEC Document and (ii) did not at the time it was filed (or if amended or superseded by a filing or amendment prior to the date of this Agreement or the Closing Date, then at the time of such filing or amendment) contain any untrue statement of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. The consolidated financial statements of the Company included in the Company SEC Documents comply as to form in all material respects with applicable accounting requirements and the published rules and regulations of the SEC with respect thereto, have been prepared in accordance with United States generally accepted accounting principles (“GAAP”) (except, in the case of unaudited interim financial statements, as permitted by Form 10-Q of the SEC) applied on a consistent basis during the periods involved (except as may be indicated in the notes thereto) and fairly present in all material respects the consolidated financial position of the Company and its consolidated subsidiaries as of the dates thereof and the consolidated results of their operations and cash flows for the periods shown (subject, in the case of unaudited interim financial statements, to normal year-end audit adjustments). Except as set forth in the Company SEC Documents filed by the Company with the SEC and publicly available prior to the date of this Agreement (the “Filed Company SEC Documents”), or as incurred in the ordinary course of business since the date of the last balance sheet included in the Filed Company SEC Documents, neither the Company nor any Company Subsidiary has any liabilities or obligations of any nature (whether accrued, absolute, contingent or otherwise) that are required by GAAP to be set forth on a consolidated balance sheet of the Company and its consolidated subsidiaries or in the notes thereto and that, individually or in the aggregate, have had or would reasonably be expected to have a Company Material Adverse Effect. (c) The Company 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 (A) that transactions are recorded as necessary to permit preparation of financial statements in conformity with GAAP, consistently applied, (B) that transactions are executed only in accordance with the authorization of management and (C) regarding prevention or timely detection of the unauthorized acquisition, use or disposition of the Company’s properties or assets.

SEC Documents; Undisclosed Liabilities. (a) The Company has furnished or filed all required reports, schedules, forms, statements and other documents (including exhibits and other information incorporated therein) required to be furnished or filed with the SEC by since December 31, 2000 (including all filed reports, schedules, forms, statements and other documents whether or not required, the Company since January 1, 2019 (the documents referred to in this Section 5.07(a) being referred to collectively as the “"Company SEC Documents”"). (b) Each . As of their respective dates of filing with the SEC, the Company SEC Document (i) at the time filed, Documents complied as to form in all material respects with the requirements of the Exchange Act and the Securities Act of 1933, as amended (the “"Securities Act”"), or the Exchange Act, as the case may be, and the rules and regulations of the SEC promulgated thereunder applicable to such the Company SEC Document Documents, and (ii) did not at none of the time it was filed (or if amended or superseded by a filing or amendment prior to the date of this Agreement or the Closing Date, then at the time of such filing or amendment) contain 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. The consolidated financial statements of the Company included in the Company SEC Documents comply as to form in all material respects with applicable accounting requirements and the published rules and regulations of the SEC with respect thereto, have been prepared in accordance with United States U.S. generally accepted accounting principles (“GAAP”) (except, in the case of unaudited interim financial statements, as permitted by Form 10-Q of the SEC) applied on a consistent basis during the periods involved (except as may be indicated in the notes thereto) and fairly present in all material respects the consolidated financial position of the Company and its consolidated subsidiaries as of the dates thereof and the consolidated results of their operations and cash flows for the periods shown then ended (subject, in the case of unaudited interim financial statements, to normal year-end audit adjustments). Except as set forth for liabilities and obligations reflected or reserved for on the most recent audited consolidated financial statements and the notes thereto included in the Company SEC Documents filed by the Company with the SEC and publicly available prior to the date of this Agreement (the “Filed Company SEC Documents”), or as liabilities and obligations incurred in the ordinary course of business since the date of the last most recent audited consolidated balance sheet included in the Filed Company SEC DocumentsDocuments and except for liabilities and obligations which, individually or in the aggregate, would not be reasonably likely to have a material adverse effect on the Company, neither the Company nor any Company Subsidiary of its subsidiaries has any liabilities or obligations of any nature (whether accrued, absolute, contingent or otherwise) that are required by GAAP to be set forth on a consolidated balance sheet of the Company and its consolidated subsidiaries or in the notes thereto and that, individually or in the aggregate, have had or would reasonably be expected to have a Company Material Adverse Effect). (c) The Company 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 (A) that transactions are recorded as necessary to permit preparation of financial statements in conformity with GAAP, consistently applied, (B) that transactions are executed only in accordance with the authorization of management and (C) regarding prevention or timely detection of the unauthorized acquisition, use or disposition of the Company’s properties or assets.

SEC Documents; Undisclosed Liabilities. (a) The Company Since January 1, 1997, Parent has furnished or filed all required reports, schedules, forms, statements and other documents (including exhibits and all other information incorporated therein) required to be furnished or filed with the SEC by the Company since January 1, 2019 (the documents referred to in this Section 5.07(a) being referred to collectively as the “Company "Parent SEC Documents”"). (b) Each Company . As of their respective dates, the Parent SEC Document (i) at the time filed, Documents complied as to form in all material respects with the requirements of the Exchange Act and the Securities Act of 1933, as amended (or the “Securities Exchange Act”), as the case may be, and the rules and regulations of the SEC promulgated thereunder applicable to such Company Parent SEC Document Documents, and (ii) did not at none of the time it was Parent SEC Documents when filed (or if as amended or superseded and restated and as supplemented by a filing or amendment prior to the date of this Agreement or the Closing Date, then at the time of such filing or amendmentsubsequently filed Parent SEC Documents) contain 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 consolidated financial statements of the Company Parent included in the Company Parent SEC Documents 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, have been prepared in accordance with United States generally accepted accounting principles (“GAAP”) GAAP (except, in the case of unaudited interim financial statements, as permitted by Form 10-Q of the SEC) applied on a consistent basis during the periods involved (except as may be indicated in the notes thereto) and fairly present in all material respects the consolidated financial position of the Company Parent and its consolidated subsidiaries as of the dates thereof and the consolidated results of their operations and cash flows for the periods shown then ended (subject, in the case of unaudited interim financial statements, to normal year-end audit adjustments). Except (i) as set forth reflected in such financial statements or in the Company SEC Documents filed by the Company notes thereto or (ii) for liabilities incurred in connection with the SEC and publicly available prior to the date of this Agreement (or the “Filed Company SEC Documents”), or as incurred in the ordinary course of business since the date of the last balance sheet included in the Filed Company SEC Documentstransactions contemplated hereby, neither the Company Parent nor any Company Subsidiary of its subsidiaries has any liabilities or obligations of any nature (whether accrued, absolute, contingent or otherwise) that are required by GAAP to be set forth on a consolidated balance sheet of the Company and its consolidated subsidiaries or in the notes thereto and thatwhich, individually or in the aggregate, have had or would reasonably be expected to have a Company Material Adverse Effectmaterial adverse effect on Parent. (c) The Company 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 (A) that transactions are recorded as necessary to permit preparation of financial statements in conformity with GAAP, consistently applied, (B) that transactions are executed only in accordance with the authorization of management and (C) regarding prevention or timely detection of the unauthorized acquisition, use or disposition of the Company’s properties or assets.

SEC Documents; Undisclosed Liabilities. (a) The Company has furnished or filed all reports, schedules, forms, statements and other documents (including exhibits and other information incorporated therein) required to be furnished or filed by the Company with the SEC by the Company since January 1, 2019 2003 (the documents referred to in this Section 5.07(a) being referred to collectively as the “Company SEC Documents”). (b) Each As of its respective date, each Company SEC Document (i) at the time filed, complied as to form in all material respects with the requirements of the Exchange Act and 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 Company 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 or the Closing Date, 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, except to the extent modified or corrected prior to the date hereof by a subsequently filed Company SEC Document. The consolidated financial statements (the “Company Financial Statements”) of the Company included in the Company SEC Documents comply as to form in all material respects with applicable accounting requirements and the published rules and regulations of the SEC with respect thereto, have been were prepared in accordance with United States generally accepted accounting principles (“GAAP”) (except, in the case of unaudited interim financial 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 presented 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 then ended (subject, in the case of unaudited interim financial statements, to normal year-end audit adjustments). Except . (c) Other than as set forth disclosed in the Company SEC Documents filed by Financial Statements (including the Company with the SEC and publicly available prior to notes thereto), as of the date of this Agreement (the “Filed Company SEC Documents”), or as incurred in the ordinary course of business since the date of the last balance sheet included in the Filed Company SEC DocumentsAgreement, neither the Company nor any Company Subsidiary has any liabilities or obligations of any nature (whether accrued, absolute, contingent or otherwise), other than (i) that are required by GAAP to be set forth on a consolidated balance sheet of the Company and its consolidated subsidiaries liabilities or obligations incurred since March 27, 2004 in the notes thereto ordinary course of business, (ii) liabilities and thatobligations relating to, or incurred in connection with, the Transactions, and (iii) liabilities and obligations which, individually or in the aggregate, would not have had or would reasonably be expected to have result in a Company Material Adverse Effect. (c) The Company 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 (A) that transactions are recorded as necessary to permit preparation of financial statements in conformity with GAAP, consistently applied, (B) that transactions are executed only in accordance with the authorization of management and (C) regarding prevention or timely detection of the unauthorized acquisition, use or disposition of the Company’s properties or assets.

SEC Documents; Undisclosed Liabilities. (a) The Company has furnished or filed all reports, schedules, forms, statements and other documents (including exhibits and other information incorporated therein) required to be furnished or filed by the Company with the SEC by since December 31, 2002 pursuant to Sections 13(a) and 15(d) of the Company since January 1Securities Exchange Act of 1934, 2019 as amended (the documents referred to in this Section 5.07(a“Exchange Act”) being referred to collectively as (the “Company SEC Documents”). (b) Each As of its respective date, each Company SEC Document (i) at the time filed, complied as to form in all material respects with the requirements of the Exchange Act and 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 Company 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 or the Closing Date, 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. Except to the extent that information contained in any Company SEC Document has been revised or superseded by a later filed Company SEC Document, none of the Company 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 the Company included in the Company SEC Documents comply as to form in all material respects with applicable accounting requirements and the published rules and regulations of the SEC with respect thereto, have been prepared in accordance with United States generally accepted accounting principles (“GAAP”) (except, in the case of unaudited interim financial statements, as permitted by Form 10-Q of the SEC) applied on a consistent basis during the periods involved (except as may be indicated in the notes thereto) and fairly present in all material respects the consolidated financial position of the Company and its consolidated subsidiaries as of the dates thereof and the consolidated results of their operations and cash flows for the periods shown (subject, in the case of unaudited interim financial statements, to normal year-end audit adjustments). . (c) Except as set forth in the Company SEC Documents financial statements filed by the Company with the SEC and publicly available prior to 2004 10-K or incurred in the ordinary course since December 31, 2004, as of the date of this Agreement (the “Filed Company SEC Documents”), or as incurred in the ordinary course of business since the date of the last balance sheet included in the Filed Company SEC Documents, neither the Company nor any Company Subsidiary has any liabilities or obligations of any nature (whether accrued, absolute, contingent or otherwise) that are required by GAAP to be set forth on a consolidated balance sheet of the Company and its consolidated subsidiaries or in the notes thereto and that, individually or in the aggregate, have had or would could reasonably be expected to have a Company Material Adverse Effect. (cd) The None of the Company maintains a system Subsidiaries is, or has at any time been, subject to the reporting requirements of “internal control over financial reporting” (as defined in Rules 13a-15(fSections 13(a) and 15d-15(f15(d) of the Exchange Act) sufficient to provide reasonable assurance (A) that transactions are recorded as necessary to permit preparation of financial statements in conformity with GAAP, consistently applied, (B) that transactions are executed only in accordance with the authorization of management and (C) regarding prevention or timely detection of the unauthorized acquisition, use or disposition of the Company’s properties or assets.

SEC Documents; Undisclosed Liabilities. (ai) The Company BBLU has furnished or filed all reports, schedules, forms, statements and other documents (including exhibits and other information incorporated therein) required to be furnished or filed by BBLU with the SEC by since September 11, 2010 pursuant to Sections 13(a), 14 (a) and 15(d) of the Company since January 1, 2019 Exchange Act (the documents referred to in this Section 5.07(a) being referred to collectively as the “Company BBLU SEC Documents”). (bii) Each Company As of its respective filing date, each BBLU SEC Document (i) at the time filed, complied as to form in all material respects with the requirements of the Exchange Act and 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 Company BBLU SEC Document Documents, 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 or the Closing Date, 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. Except to the extent that information contained in any BBLU SEC Documents has been revised or superseded by later filed BBLU SEC Documents, none of the BBLU 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 BBLU for the Company years ended December 31, 2011 and December 31, 2012 included in the Company BBLU SEC Documents comply as to form in all material respects with applicable accounting requirements and the published rules and regulations of the SEC with respect thereto, have been prepared in accordance with United States generally accepted accounting principles (“GAAP”) GAAP (except, in the case of unaudited interim financial statements, as permitted by Form 10-Q 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 position of the Company BBLU 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 interim financial statements, to normal year-end audit adjustments). . (iii) Except as set forth in the Company SEC Documents filed by the Company with the SEC and publicly available prior to the date of this Agreement (the “Filed Company SEC Documents”), or as incurred in the ordinary course of business since the date of the last balance sheet included in the Filed Company BBLU SEC Documents, neither the Company nor any Company Subsidiary BBLU has any no liabilities or obligations of any nature (whether accrued, absolute, contingent or otherwise) that are required by GAAP to be set forth on a consolidated balance sheet of the Company and its consolidated subsidiaries BBLU or in the notes thereto and that, individually or in the aggregate, have had or would reasonably be expected to have a Company Material Adverse Effectthereto. (c) The Company 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 (A) that transactions are recorded as necessary to permit preparation of financial statements in conformity with GAAP, consistently applied, (B) that transactions are executed only in accordance with the authorization of management and (C) regarding prevention or timely detection of the unauthorized acquisition, use or disposition of the Company’s properties or assets.

SEC Documents; Undisclosed Liabilities. (a) The Company has furnished or filed all required reports, schedules, forms, statements prospectuses, and registration, proxy and other documents (including exhibits and other information incorporated therein) required to be furnished or filed statements with the SEC since October 15, 2002 (collectively, and in each case including all exhibits and schedules thereto and documents incorporated by reference therein, the Company since January 1, 2019 (the documents referred to in this Section 5.07(a) being referred to collectively as the “"Company SEC Documents”"). . As of their respective effective dates (b) Each in the case of Company SEC Document Documents that are registration statements filed pursuant to the Securities Act) and as of their respective SEC filing dates (i) at in the time filedcase of all other Company SEC Documents), the Company SEC Documents complied as to form in all material respects with the requirements of the Exchange Act and 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 thereunder, applicable to such Company SEC Document Documents, and (ii) did not at none of the time it was filed (or if amended or superseded by a filing or amendment prior to the date of this Agreement or the Closing Date, then at the time Company SEC Documents as of such filing or amendment) 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 light of the circumstances under which they were made, not misleading. . (b) The consolidated financial statements of the Company included in the Company SEC Documents comply as to form in all material respects with applicable accounting requirements and the published rules and regulations of the SEC with respect thereto, have been prepared in accordance with United States generally accepted accounting principles (“GAAP”) GAAP (except, in the case of unaudited interim financial quarterly statements, as permitted by Form 10-Q of indicated in the SECnotes 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 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 then ended (subject, in the case of unaudited interim financial quarterly statements, to normal year-end audit adjustments). Except as set forth , none of which has been or will be, individually or in the Company SEC Documents filed by the Company with the SEC and publicly available prior to the date of this Agreement aggregate, material). (the “Filed Company SEC Documents”), or as incurred in the ordinary course of business since the date of the last balance sheet included in the Filed Company SEC Documents, neither c) Neither the Company nor any Company Subsidiary of its subsidiaries has any liabilities or obligations of any nature (whether accruedwhich, absoluteif known, contingent or otherwise) that are would be required by GAAP to be set forth reflected or reserved against on a consolidated balance sheet of the Company prepared in accordance with GAAP or the notes thereto, except liabilities (i) reflected or reserved against on the balance sheet of the Company and its consolidated subsidiaries or as of June 30, 2003 included in the notes thereto Company's Quarterly Report on Form 10-Q for the period then ended or (ii) incurred after June 30, 2003 in the ordinary course of business consistent with past practice that have not had and thatwould not reasonably be expected to have, individually or in the aggregate, have had or would reasonably be expected to have a Company Material Adverse Effect. (c) The Company 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 (A) that transactions are recorded as necessary to permit preparation of financial statements in conformity with GAAP, consistently applied, (B) that transactions are executed only in accordance with the authorization of management and (C) regarding prevention or timely detection of the unauthorized acquisition, use or disposition of the Company’s properties or assets.

SEC Documents; Undisclosed Liabilities. (a) The Company Marathon has furnished or filed all reports, schedules, forms, statements and other documents (including exhibits and other information incorporated thereinamendments thereto) required to be furnished or filed by Marathon with the SEC by the Company since January 1, 2019 2004 pursuant to Sections 13(a), 14(a) and 15(d) of the Exchange Act (the documents referred to in this Section 5.07(a) being referred to collectively as the “Company "Marathon SEC Documents”"). (b) Each Company As of its respective date, each Marathon SEC Document (i) at the time filed, complied as to form in all material respects with the requirements of the Exchange Act and 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 Company Marathon 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 or the Closing Date, 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 the light of the circumstances under which they were made, not misleading. 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 the Company Marathon included in the Company Marathon SEC Documents 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, have been prepared in accordance with United States generally accepted accounting principles (“GAAP”) GAAP (except, in the case of unaudited interim financial 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 position of the Company Marathon 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 interim financial statements, to normal year-end audit adjustments). . (c) Except as set forth disclosed in the Company Marathon SEC Documents filed by the Company with the SEC and publicly available prior to Documents, as of the date of this Agreement (the “Filed Company SEC Documents”), or as incurred in the ordinary course of business since the date of the last balance sheet included in the Filed Company SEC Documents, neither the Company Marathon nor any Company Marathon Subsidiary has any liabilities or obligations of any nature (whether accrued, absolute, contingent liquidated, unliquidated, fixed, contingent, disputed, undisputed, legal or otherwiseequitable) that are required by GAAP to be set forth on a consolidated balance sheet of the Company Marathon and its consolidated subsidiaries or disclosed in the notes thereto and that, individually or in the aggregate, have had or would reasonably be expected to have a Company Marathon Material Adverse Effect. (cd) The Company maintains a system Notwithstanding anything to the contrary contained in this Section 7.06, the Marathon Parties do not make any representation or warranty as to the financial statements, financial position, results of “internal control over operations or cash flows of MAP, as to any other statement, omission or information relating to MAP included or incorporated by reference in the Marathon SEC Documents, or as to the business, assets, liabilities, condition (financial reporting” (as defined in Rules 13a-15(f) and 15d-15(f) or otherwise), operations or prospects of the Exchange Act) sufficient to provide reasonable assurance (A) that transactions are recorded as necessary to permit preparation of financial statements in conformity with GAAP, consistently applied, (B) that transactions are executed only in accordance with the authorization of management and (C) regarding prevention or timely detection of the unauthorized acquisition, use or disposition of the Company’s properties or assetsMAP.

SEC Documents; Undisclosed Liabilities. (a) The Company has furnished or and the Company Subsidiaries have filed all reports, schedules, forms, statements and other documents (including exhibits and other information incorporated therein) required to be furnished filed by the Company or filed any Company Subsidiary with the SEC by the Company since January 1, 2019 1998 (the documents referred to in this Section 5.07(a) being referred to collectively as the “"Company SEC Documents”"). (b) . Each Company SEC Document (i) at the time filed, complied as to form in all material respects as of its respective date with the requirements of the Exchange Act and 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 Company SEC Document, and except to the extent that information contained in any Company SEC Document and (ii) did not at the time it was filed (or if amended has been revised or superseded by a filing or amendment prior to the date of this Agreement or the Closing Datelater filed Company SEC Document, then at the time of such filing or amendment) does 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. The consolidated financial statements of the Company included in the Company SEC Documents comply as to form in all material respects with applicable accounting requirements and the published rules and regulations of the SEC with respect thereto, have been prepared in accordance with United States generally accepted accounting principles (“"GAAP”") (except, in the case of unaudited interim financial statements, as permitted by Form 10-Q of the SEC) applied on a consistent basis during the periods involved (except as may be indicated in the notes thereto) and fairly present in all material respects the consolidated financial position of the Company and its consolidated subsidiaries as of the dates thereof and the consolidated results of their operations and cash flows for the periods shown then ended (subject, in the case of unaudited interim financial statements, to normal year-end audit adjustments). Except as set forth in the Filed Company SEC Documents filed by (as defined in Section 3.08) or the Company with the SEC and publicly available prior to Disclosure Letter or incurred after the date of this Agreement (the “Filed Company SEC Documents”), or as incurred hereof in the usual, regular and ordinary course of business since in substantially the date of the last balance sheet included in the Filed Company SEC Documentssame manner as previously conducted and not prohibited by this Agreement, neither the Company nor any Company Subsidiary has any liabilities or obligations of any nature (whether accrued, absolute, contingent or otherwise) that are required by GAAP to be set forth on a consolidated balance sheet of the Company and its consolidated subsidiaries or in the notes thereto and that, individually or in the aggregate, have had or would could reasonably be expected to have a Company Material Adverse Effect. (c) The Company 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 (A) that transactions are recorded as necessary to permit preparation of financial statements in conformity with GAAP, consistently applied, (B) that transactions are executed only in accordance with the authorization of management and (C) regarding prevention or timely detection of the unauthorized acquisition, use or disposition of the Company’s properties or assets.

SEC Documents; Undisclosed Liabilities. (a) The Company Ashland has furnished or filed all reports, schedules, forms, statements and other documents (including exhibits and other information incorporated thereinamendments thereto) required to be furnished or filed by Ashland with the SEC by the Company since January October 1, 2019 2003, pursuant to Sections 13(a), 14(a) and 15(d) of the Exchange Act (the documents referred to in this Section 5.07(a) being referred to collectively as the “Company Ashland SEC Documents”). (b) Each Company As of its respective date, each Ashland SEC Document (i) at the time filed, complied as to form in all material respects with the requirements of the Exchange Act and 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 Company Ashland 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 or the Closing Date, 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 the light of the circumstances under which they were made, not misleading. Except to the extent that information contained in any Ashland SEC Document has been revised or superseded by a later filed Ashland SEC Document, none of the Ashland 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 the Company Ashland included in the Company Ashland SEC Documents comply as to form in all material respects with applicable accounting requirements and the published rules and regulations of the SEC with respect thereto, have been prepared in accordance with United States U.S. generally accepted accounting principles (“GAAP”) (except, in the case of unaudited interim financial 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 position of the Company Ashland 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 interim financial statements, to normal year-end audit adjustments). . (c) Except as set forth disclosed in the Company Ashland SEC Documents filed by the Company with the SEC and publicly available prior to Documents, as of the date of this Agreement (the “Filed Company SEC Documents”), or as incurred in the ordinary course of business since the date of the last balance sheet included in the Filed Company SEC Documents, neither the Company Ashland nor any Company Ashland Subsidiary has any liabilities or obligations of any nature (whether accrued, absolute, contingent liquidated, unliquidated, fixed, contingent, disputed, undisputed, legal or otherwiseequitable) that are required by GAAP to be set forth on a consolidated balance sheet of the Company Ashland and its consolidated subsidiaries or disclosed in the notes thereto and that, individually or in the aggregate, have had or would reasonably be expected to have a Company an Ashland Material Adverse Effect. (cd) The Company maintains a system Notwithstanding anything to the contrary contained in this Section 6.06, the Ashland Parties do not make any representation or warranty as to the financial statements, financial position, results of “internal control over operations or cash flows of MAP, as to any other statement, omission or information relating to MAP included or incorporated by reference in the Ashland SEC Documents, or as to the business, assets, liabilities, condition (financial reporting” (as defined in Rules 13a-15(f) and 15d-15(f) or otherwise), operations or prospects of the Exchange Act) sufficient to provide reasonable assurance (A) that transactions are recorded as necessary to permit preparation of financial statements in conformity with GAAP, consistently applied, (B) that transactions are executed only in accordance with the authorization of management and (C) regarding prevention or timely detection of the unauthorized acquisition, use or disposition of the Company’s properties or assetsMAP.

SEC Documents; Undisclosed Liabilities. (a) The Company has furnished or filed all reports, schedules, forms, statements and other documents (including exhibits and other information incorporated therein) required to be furnished or filed by the Company with the SEC by the Company since January 1, 2019 2000 (the documents referred to in this Section 5.07(a) being referred to collectively as the “"Company SEC Documents”"). (b) Each . As of its respective date, each Company SEC Document (i) at the time filed, complied as to form in all material respects with the applicable requirements of the Exchange Act and 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 Company SEC Document Document, each as in effect on the date so filed, 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 or the Closing Date, 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. The consolidated financial statements of the Company included in the Company SEC Documents comply as to form in all material respects with applicable accounting requirements and the published rules and regulations of the SEC with respect thereto, have been prepared in accordance with United States generally accepted accounting principles (“"GAAP”") (except, in the case of unaudited interim financial 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 stated in such financial statements, including the notes thereto) and fairly present present, in all material respects respects, the consolidated financial position of the Company and its consolidated subsidiaries as of the dates thereof and the consolidated results of their operations and cash flows for the periods shown then ended (subject, in the case of unaudited interim financial statements, to normal year-end audit adjustments). Except as set forth in the Filed Company SEC Documents filed by the Company with the SEC and publicly available prior to the date of this Agreement (the “Filed Company SEC Documents”as defined in Section 3.08), or as incurred in the ordinary course of business since the date of the last balance sheet included in the Filed Company SEC Documents, neither the Company nor any Company Subsidiary has any liabilities or obligations of any nature (whether accrued, absolute, contingent or otherwise) that are required by GAAP to be set forth on a consolidated balance sheet of the Company and its consolidated subsidiaries or in the notes thereto and that, individually or in the aggregate, have had or would reasonably be expected to have a Company Material Adverse Effect. (c) The , except for liabilities incurred in connection with the performance by the Company maintains a system of “internal control over financial reporting” (its obligations under this Agreement. Except as defined set forth in Rules 13a-15(f) the Filed Company SEC Documents, the Company and 15d-15(f) each of the Exchange Act) sufficient Company Subsidiaries have good and marketable title to provide reasonable assurance (A) that transactions are recorded as necessary all of their properties and assets, free and clear of all Liens, except where the failure to permit preparation have such good or marketable title or the existence of financial statements in conformity with GAAP, consistently applied, (B) that transactions are executed only in accordance with the authorization of management and (C) regarding prevention or timely detection of the unauthorized acquisition, use or disposition of the Company’s properties or assetsLiens would not reasonably be expected to have a Company Material Adverse Effect.

SEC Documents; Undisclosed Liabilities. (a) The Company Lucent has furnished or filed all required reports, schedules, forms, statements and other documents (including exhibits and all other information incorporated therein) required to be furnished or filed with the SEC by the Company since January October 1, 2019 1998 (the documents referred to in this Section 5.07(a) being referred to collectively as the “Company "Lucent SEC Documents”"). (b) Each Company . As of their respective dates, the Lucent SEC Document (i) at the time filed, Documents complied as to form in all material respects with the requirements of the Exchange Act and the Securities Act of 1933, as amended (or the “Securities Exchange Act”), as the case may be, and the rules and regulations of the SEC promulgated thereunder applicable to such Company Lucent SEC Documents. Except to the extent that information contained in any Lucent SEC Document and (ii) did not at the time it was filed (or if amended has been revised or superseded by a filing or amendment prior to later filed Lucent SEC Document, none of the date of this Agreement or the Closing Date, then at the time of such filing or amendment) contain 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. The consolidated financial statements of the Company Lucent included in the Company Lucent SEC Documents 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, have been prepared in accordance with United States generally accepted accounting principles (“GAAP”) (except, in the case of unaudited interim financial statements, as permitted by Form 10-Q of the SEC) applied on a consistent basis during the periods involved (except as may be indicated in the notes thereto) and fairly present in all material respects the consolidated financial position of the Company Lucent and its consolidated subsidiaries Subsidiaries as of the dates thereof and the consolidated results of their operations and cash flows for the periods shown then ended (subject, in the case of unaudited interim financial statements, to normal recurring year-end audit adjustments). Except as set forth for liabilities (i) reflected in such financial statements or in the Company SEC Documents filed by the Company with the SEC and publicly available prior to the date of this Agreement notes thereto, (the “Filed Company SEC Documents”), or as ii) incurred in the ordinary course of business consistent with past practice since the date of the last balance sheet most recent audited financial statements included in the Lucent Filed Company SEC Documents, (iii) incurred in connection with this Agreement or the Option Agreement or the transactions contemplated hereby or thereby, or (iv) disclosed in Item 3.6 of the Lucent Disclosure Schedule, neither the Company Lucent nor any Company Subsidiary of its Subsidiaries has any liabilities or obligations of any nature (whether accrued, absolute, contingent or otherwise) that are required by GAAP to be set forth on a consolidated balance sheet of the Company and its consolidated subsidiaries or in the notes thereto and thatwhich, individually or in the aggregate, have had or would could reasonably be expected to have a Company Material Adverse Effect. (c) The Company 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 (A) that transactions are recorded as necessary to permit preparation of financial statements in conformity with GAAP, consistently applied, (B) that transactions are executed only in accordance with the authorization of management and (C) regarding prevention or timely detection of the unauthorized acquisition, use or disposition of the Company’s properties or assets.

SEC Documents; Undisclosed Liabilities. (a) The Company Purchaser has furnished or filed all required registration statements, prospectuses, reports, schedules, forms, statements and other documents (including exhibits and all other information incorporated therein) required to be furnished or filed with the SEC by the Company since January 1, 2019 Securities and Exchange Commission (the documents referred to in this Section 5.07(a"SEC") being referred to collectively as since December 31, 1997 (the “Company "SEC Documents”Reports"). (b) Each Company . As of their respective dates, the SEC Document (i) at the time filed, Reports complied as to form in all material respects with the requirements of the Exchange Act and the Securities Act of 1933, as amended (or the “Securities 1934 Act”), as the case may be, and the rules and regulations of the SEC promulgated thereunder applicable to such Company SEC Document Reports, and (ii) did not at none of the time it was SEC Reports when filed (or if amended or superseded by a filing or amendment prior to the date of this Agreement or the Closing Date, then at the time of such filing or amendment) contain 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 consolidated financial statements of the Company Purchaser included in the Company SEC Documents Reports 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, have been prepared in accordance with United States generally accepted accounting principles (“GAAP”) GAAP (except, in the case of unaudited interim financial statements, as permitted by Form 10-Q of the SECQ) applied on a consistent basis during the periods involved (except as may be indicated in the notes thereto) and fairly present in all material respects the consolidated financial position of the Company Purchaser and its consolidated subsidiaries as of the dates thereof and the consolidated results of their operations and cash flows for the periods shown then ended (subject, in the case of unaudited interim financial statements, to normal year-end audit adjustments). Except as set forth (b) There are no material liabilities of the Purchaser of a type required to be reflected on a balance sheet of the Purchaser prepared in accordance with GAAP, whether accrued, contingent, absolute, determined, determinable or otherwise, other than: (i) liabilities disclosed or provided for in the Company SEC Documents filed by the Company with the SEC and publicly available prior to Reports; (ii) liabilities incurred since the date of this Agreement (the “Filed Company most recent SEC Documents”), or as incurred Reports in the ordinary course of business since or publicly announced by the date of Purchaser through press releases (the last balance sheet included in the Filed Company SEC Documents, neither the Company nor any Company Subsidiary has any liabilities or obligations of any nature (whether accrued, absolute, contingent or otherwise) that are required by GAAP to be set forth on a consolidated balance sheet of the Company and its consolidated subsidiaries or in the notes thereto and that, individually or in the aggregate, have had or would reasonably be expected to have a Company Material Adverse Effect."Press Releases"); and (ciii) The Company 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 (A) that transactions are recorded as necessary to permit preparation of financial statements in conformity with GAAP, consistently applied, (B) that transactions are executed only in accordance with the authorization of management and (C) regarding prevention or timely detection of the unauthorized acquisition, use or disposition of the Company’s properties or assetsliabilities under this Agreement.

SEC Documents; Undisclosed Liabilities. (a) The Company has furnished or filed all reports, schedules, forms, statements and other documents (including exhibits and other information incorporated therein) required to be furnished or filed by the Company with the SEC by since December 31, 2009 pursuant to Sections 13(a) and 15(d) of the Company since January 1, 2019 (the documents referred to in this Section 5.07(a) being referred to collectively as the “Company SEC Documents”)Exchange Act. (b) Each As of its respective date, each Company SEC Document (i) at filed with the time filed, SEC complied as to form in all material respects with the requirements of the Exchange Act and 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 Company 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 or the Closing Date, 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. Except to the extent that information contained in any Company SEC Document filed with the SEC has been revised or superseded by a later filed Company SEC Document, none of the Company 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 the Company included in the Company SEC Documents filed with the 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, have been prepared in accordance with United States generally accepted accounting principles (“GAAP”) (except, in the case of unaudited interim financial statements, as permitted by Form 10-Q of the SEC) 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 position of the Company and its consolidated subsidiaries 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 interim financial statements, to normal year-end audit adjustments). . (c) Except (i) as set forth reflected or reserved against in the balance sheet (or the notes thereto) as of December 31, 2010 included in the Company SEC Documents filed Documents, (ii) as permitted or contemplated by the Company with the SEC this Agreement, (iii) for liabilities and publicly available prior to the date of this Agreement (the “Filed Company SEC Documents”)obligations incurred since December 31, or as incurred 2010 in the ordinary course of business since the date of the last balance sheet included business, and (iv) for liabilities or obligations which have been discharged or paid in full in the Filed Company SEC Documentsordinary course of business, neither the Company nor any Company Subsidiary of its Subsidiaries has any liabilities or obligations of any nature (nature, whether or not accrued, absolute, contingent or otherwise) , that are would be required by GAAP to be set forth reflected on a consolidated balance sheet of the Company and its consolidated subsidiaries Subsidiaries (or in the notes thereto and thatthereto), other than those that would not, individually or in the aggregate, have had or would reasonably be expected to have a Company Material Adverse EffectEffect on the Company. (cd) The Company maintains a system of “internal control over financial reporting” (as defined in Rules 13a-15(f13a−15(f) and 15d-15(f15d−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 (Ai) pertain to the maintenance of records that in reasonable detail accurately and fairly reflect the transactions and dispositions of the Company’s and its Subsidiaries’ assets; (ii) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in conformity accordance with GAAP, consistently applied, (B) and that transactions the Company’s and its Subsidiaries’ receipts and expenditures are executed being made only in accordance with authorizations of the authorization of Company’s management and directors; and (Ciii) provide reasonable assurance regarding prevention or timely detection of the unauthorized acquisition, use or disposition of the Company’s properties and its Subsidiaries’ assets that could have a material effect on the Company’s financial statements. (e) The “disclosure controls and procedures” (as defined in Rules 13a−15(e) and 15d−15(e) of the Exchange Act) utilized by the Company are reasonably designed to ensure that all information (both financial and non−financial) required to be disclosed by the Company in the reports that it files or assetssubmits 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 required to be disclosed is accumulated and communicated to the management of Company, as appropriate, to allow timely decisions regarding required disclosure and to enable the chief executive officer and chief financial officer of the Company to make the certifications required under the Exchange Act with respect to such reports.

SEC Documents; Undisclosed Liabilities. (a) The Company BTHC has furnished or filed all reports, schedules, forms, statements and other documents (including exhibits and other information incorporated therein) required to be furnished or filed by it with the SEC by since September 21, 2006, pursuant to Sections 13(a), 14(a) and 15(d) of the Company since January 1, 2019 Exchange Act (the documents referred to in this Section 5.07(a) being referred to collectively as the “Company SEC DocumentsReports”). (b) Each Company As of its respective filing date, each SEC Document (i) at the time filed, Report complied as to form in all material respects with the requirements of the Exchange Act and 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 Company SEC Document and (ii) did not at Report. Except to the time it was filed (or if amended extent that information contained in any SEC Report has been revised or superseded by a filing or amendment prior to later SEC Report, none of the date of this Agreement or the Closing Date, then at the time of such filing or amendment) contain 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. The consolidated financial statements of the Company BTHC included in the Company SEC Documents 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, have been prepared in accordance with United States the U.S. generally accepted accounting principles (“GAAP”) (except, in the case of unaudited interim financial statements, as permitted by Form 10-Q 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 position of the Company BTHC 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 interim financial statements, to normal year-end audit adjustments). . (c) Except as set forth in the Company SEC Documents filed by the Company with the SEC and publicly available prior to the date of this Agreement (the “Filed Company SEC Documents”)Reports, or as incurred in the ordinary course of business since the date of the last balance sheet included in the Filed Company SEC Documents, neither the Company nor any Company Subsidiary BTHC has any no liabilities or obligations of any nature (whether accrued, absolute, contingent or otherwise) that are required by GAAP U.S. generally accepted accounting principles to be set forth on a consolidated balance sheet of the Company and its consolidated subsidiaries BTHC or in the notes thereto thereto. There are no financial or contractual obligations and thatliabilities (including any obligations to issue capital stock or other securities) due after the date hereof. All liabilities of BTHC shall have been paid off and shall in no event remain liabilities of BTHC, individually Megaway or in the aggregate, have had or would reasonably be expected to have a Company Material Adverse EffectShareholder following the Closing. (c) The Company 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 (A) that transactions are recorded as necessary to permit preparation of financial statements in conformity with GAAP, consistently applied, (B) that transactions are executed only in accordance with the authorization of management and (C) regarding prevention or timely detection of the unauthorized acquisition, use or disposition of the Company’s properties or assets.

SEC Documents; Undisclosed Liabilities. (a) The Company has furnished or and the Company Subsidiaries have filed all reports, schedules, forms, statements and other documents (including exhibits and other information incorporated therein) required to be furnished or filed by them with the SEC by the Company since January November 1, 2019 1996, pursuant to Sections 13(a) and 15(d) of the Exchange Act (the documents referred to in this Section 5.07(a) being referred to collectively as the “"Company SEC Documents”"). (b) Each . As of its respective date, each Company SEC Document (ia) at the time filed, complied as to form in all material respects with the requirements of the Exchange Act and 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 Company SEC Document and (iib) 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 or the Closing Date, 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. The consolidated financial statements of the Company included in the Company SEC Documents comply as to form in all material respects with applicable accounting requirements and the published rules and regulations of the SEC with respect thereto, have been prepared in accordance with United States U.S. generally accepted accounting principles (“"GAAP”") (except, in the case of unaudited interim financial statements, as permitted by Form 10-Q of the SEC) applied on a consistent basis during the periods involved (except as may be indicated in the notes thereto) and fairly present in all material respects the consolidated financial position of the Company and its consolidated subsidiaries as of the dates thereof and the consolidated results of their operations and cash flows for the periods shown then ended (subject, in the case of unaudited interim financial statements, to normal year-end audit adjustments)) and are in all material respects in accordance with the books of accounts and records of the Company and the Company Subsidiaries. Except as set forth in the Company SEC Documents filed by the Company with the SEC and publicly available prior to the date of this Agreement (the “"Filed Company SEC Documents”"), or and except as incurred set forth in Section 3.06 of the ordinary course Company Disclosure Letter, as of business since the date of the last balance sheet included in the Filed Company SEC Documents, this Agreement neither the Company nor any Company Subsidiary has any liabilities or obligations of any nature (whether accrued, absolute, contingent or otherwise) that are required by GAAP to be set forth on a consolidated balance sheet of the Company and its consolidated subsidiaries or in the notes thereto and that, individually or in the aggregate, have has had or would could reasonably be expected to have a Company Material Adverse Effect. (c) The Company 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 (A) that transactions are recorded as necessary to permit preparation of financial statements in conformity with GAAP, consistently applied, (B) that transactions are executed only in accordance with the authorization of management and (C) regarding prevention or timely detection of the unauthorized acquisition, use or disposition of the Company’s properties or assets.

SEC Documents; Undisclosed Liabilities. (a) The Company has furnished or filed all reports, schedules, forms, statements and other documents (including exhibits and other information incorporated thereinthan reports on Schedule 13D or Schedule 13G) required to be furnished or filed by the Company with the SEC by the Company since January 1, 2019 1999 (together with 18 14 and giving effect to any amendments, supplements and exhibits thereto and information incorporated by reference therein, the documents referred "COMPANY SEC DOCUMENTS"). As of its respective date, except as supplemented or amended prior to in the date of this Section 5.07(a) being referred to collectively as the “Company SEC Documents”). (b) Each Agreement, each Company SEC Document (i) at the time filed, complied as to form in all material respects with the requirements of the Exchange Act and or the Securities Act of 1933, as amended (the “Securities Act”)amended, as the case may be, and the rules and regulations of the SEC promulgated thereunder applicable to such Company 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 or the Closing Date, 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. Except to the extent that information contained in any Company SEC Document has been revised or superseded by a later filed Company SEC Document, none of the Company 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 the Company included in the Company SEC Documents Company's Annual Reports on Form 10-K for the twelve months ended each of September 30, 1999 and September 30, 2000 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 United States U.S. generally accepted accounting principles (“"GAAP”) (except, in the case of unaudited interim financial 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 theretootherwise disclosed therein) and fairly present in all material respects the consolidated financial position of the Company and its consolidated subsidiaries as of the dates thereof and the consolidated results of their operations and cash flows for the periods shown (subjectthen ended. Except for such liabilities and obligations as, individually and in the case of unaudited interim financial statementsaggregate, have not had and are not reasonably expected to normal year-end audit adjustments). Except as set forth in the have a Company SEC Documents filed by the Company with the SEC and publicly available prior Material Adverse Effect, from September 30, 2000 to the date of this Agreement (the “Filed Company SEC Documents”), or as incurred in the ordinary course of business since the date of the last balance sheet included in the Filed Company SEC DocumentsAgreement, neither the Company nor any Company Subsidiary has incurred any liabilities or obligations of any nature (whether accrued, absolute, contingent or otherwise) that are required by GAAP to be set forth on a consolidated balance sheet of the Company and its consolidated subsidiaries or in the notes thereto and thatthereto. None of the Company Subsidiaries is, individually or in has at any time since January 1, 1999 been, subject to the aggregate, have had or would reasonably be expected to have a Company Material Adverse Effect. (c) The Company maintains a system reporting requirements of “internal control over financial reporting” (as defined in Rules 13a-15(fSections 13(a) and 15d-15(f15(d) of the Exchange Act) sufficient to provide reasonable assurance (A) that transactions are recorded as necessary to permit preparation of financial statements in conformity with GAAP, consistently applied, (B) that transactions are executed only in accordance with the authorization of management and (C) regarding prevention or timely detection of the unauthorized acquisition, use or disposition of the Company’s properties or assets.

SEC Documents; Undisclosed Liabilities. (ai) The Company BBLU has furnished or filed all reports, schedules, forms, statements and other documents (including exhibits and other information incorporated therein) required to be furnished or filed by BBLU with the SEC by since October 30, 2009, pursuant to Sections 12(g), 13(a), 14 (a) and 15(d) of the Company since January 1, 2019 Exchange Act (the documents referred to in this Section 5.07(a) being referred to collectively as the “Company " BBLU SEC Documents”Documents "). (bii) Each Company As of its respective filing date, each BBLU SEC Document (i) at the time filed, complied as to form in all material respects with the requirements of the Exchange Act and 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 Company BBLU SEC Document Documents, 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 or the Closing Date, 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. Except to the extent that information contained in any BBLU SEC Documents has been revised or superseded by later filed BBLU SEC Documents, none of the BBLU 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 BBLU for the Company years ended December 31, 2011 and 2012 included in the Company BBLU SEC Documents comply as to form in all material respects with applicable accounting requirements and the published rules and regulations of the SEC with respect thereto, have been prepared in accordance with United States generally accepted accounting principles (“GAAP”) U.S. GAAP (except, in the case of unaudited interim financial statements, as permitted by Form 10-Q 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 position of the Company BBLU 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 interim financial statements, to normal year-end audit adjustments). . (iii) Except as set forth in the Company SEC Documents filed by the Company with the SEC and publicly available prior to the date of this Agreement (the “Filed Company SEC Documents”), or as incurred in the ordinary course of business since the date of the last balance sheet included in the Filed Company BBLU SEC Documents, neither the Company nor any Company Subsidiary BBLU has any no liabilities or obligations of any nature (whether accrued, absolute, contingent or otherwise) that are required by U.S. GAAP to be set forth on a consolidated balance sheet of the Company and its consolidated subsidiaries BBLU or in the notes thereto and that, individually or in the aggregate, have had or would reasonably be expected to have a Company Material Adverse Effectthereto. (c) The Company 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 (A) that transactions are recorded as necessary to permit preparation of financial statements in conformity with GAAP, consistently applied, (B) that transactions are executed only in accordance with the authorization of management and (C) regarding prevention or timely detection of the unauthorized acquisition, use or disposition of the Company’s properties or assets.

SEC Documents; Undisclosed Liabilities. (a) The Company Berkshire has furnished or filed -------------------------------------- all required reports, schedules, forms, statements and other documents (including exhibits and other information incorporated therein) required to be furnished or filed with the SEC by the Company since January 1, 2019 1996 (collectively, and in each case, including all exhibits and schedules thereto and documents incorporated by reference therein, the documents referred to in this Section 5.07(a) being referred to collectively as the “Company "Berkshire SEC Documents”"). (b) Each Company . As of their respective dates, the Berkshire SEC Document (i) at the time filed, Documents complied as to form in all material respects with the requirements of the Exchange Act and the Securities Act of 1933, as amended (or the “Securities Exchange Act”), as the case may be, and the rules and regulations of the SEC promulgated thereunder applicable to such Company Berkshire SEC Document Documents, and none of the Berkshire SEC Documents (iiincluding any and all financial statements included therein) 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 or the Closing Date, then at the time as of such filing or amendment) contain 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. The consolidated financial statements of the Company Berkshire included in the Company Berkshire SEC Documents comply as to form in all material respects with applicable accounting requirements and the published rules and regulations of the SEC with respect thereto, have been prepared in accordance with United States generally accepted accounting principles (“GAAP”) (except, in the case of unaudited interim financial 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 position of the Company Berkshire and its consolidated subsidiaries as of the dates thereof and the consolidated results of their operations and changes in cash flows for the periods shown then ended (subject, in the case of unaudited interim financial quarterly statements, to normal year-end audit adjustments). Except as set forth in the Company SEC Documents filed by the Company with the SEC and publicly available prior to the date of this Agreement (the “Filed Company SEC Documents”)Since December 31, or as incurred in the ordinary course of business since the date of the last balance sheet included in the Filed Company SEC Documents1997, neither the Company Berkshire nor any Company Subsidiary of its subsidiaries has incurred any liabilities or obligations of any nature (whether accrued, absolute, contingent or otherwise) that are required by GAAP except (i) as and to be the extent set forth on a consolidated the audited balance sheet of the Company Berkshire and its consolidated 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 ordinary course of business and thatconsistent with past practice, (iv) as described in the SEC Documents filed since December 31, 1997 (the "Recent Berkshire SEC Documents"), or (v) as would not, individually or in the aggregate, have had or would reasonably be expected a material adverse effect with respect to have a Company Material Adverse EffectBerkshire. (c) The Company 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 (A) that transactions are recorded as necessary to permit preparation of financial statements in conformity with GAAP, consistently applied, (B) that transactions are executed only in accordance with the authorization of management and (C) regarding prevention or timely detection of the unauthorized acquisition, use or disposition of the Company’s properties or assets.

SEC Documents; Undisclosed Liabilities. (a) The Company has furnished or filed all reports, schedules, forms, statements and other documents (including exhibits and other information incorporated therein) required to be furnished or filed by the Company with the SEC by the Company since January 1June 3, 2019 2007 (the documents referred to in this Section 5.07(a) being referred to collectively as such reports, schedules, forms, statements and other documents, the “Company SEC Documents”). (b) Each As of its respective date, each Company SEC Document (i) at the time filed, complied as to form in all material respects with the requirements of the Exchange Act and the Securities Act of 1933, as amended (the “Securities Act”), or the Exchange Act, as the case may be, and the rules and regulations of the SEC promulgated thereunder applicable to such Company 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 or the Closing Date, 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 made therein, in light of the circumstances under which they were made, not misleading. The Each of the consolidated financial statements of the Company included in the Company SEC Documents comply (including the related notes and schedules thereto) complied at the 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, have had been prepared in accordance with United States U.S. generally accepted accounting principles (“GAAP”) (except, in the case of unaudited interim financial statements, as permitted by Form 10-Q 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 presented the consolidated financial position of the Company and its consolidated subsidiaries as of the dates thereof and the consolidated results of their operations and operations, cash flows and stockholders’ equity for the periods shown (subject, in the case of unaudited interim financial statements, to normal year-end audit adjustments). . (c) Except as set forth on the consolidated balance sheet of the Company and its consolidated subsidiaries (the “Balance Sheet”) or in the notes thereto in the most recent consolidated financial statements of the Company included in the Company SEC Documents filed by the Company with the SEC and publicly available prior to the date of this Agreement (such Company SEC Documents, the “Filed Company SEC Documents”), ) or as incurred since the date of the Balance Sheet in the ordinary course of business since the date of the last balance sheet included in the Filed Company SEC Documentsconsistent with past practice, neither the Company nor any Company Subsidiary has any liabilities or obligations of any nature (whether accrued, absolute, contingent contingent, on- or off-balance sheet or otherwise) that are required by GAAP to be set forth on a consolidated balance sheet of the Company and its consolidated subsidiaries or in the notes thereto and that, individually or in the aggregate, have has had or would could reasonably be expected to have a Company Material Adverse Effect. (cd) The With respect to each Company maintains SEC Document that is a system report on Form 10-K or 10-Q or an amendment thereto: (i) the chief executive officer and chief financial officer of the Company (the “Certifying Company Officers”) reviewed such report or amendment prior to its filing with the SEC; (ii) based on the knowledge of the Certifying Company Officers, such report or amendment, at the time such report or amendment was filed, did 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; (iii) based on the knowledge of the Certifying Company Officers, the financial statements, and other financial information included in such report or amendment, as of the time such report or amendment was filed, fairly presented in all material respects the financial condition, result of operations and cash flows of the Company and its consolidated subsidiaries as of, and for, the periods presented in such report or amendment; (iv) the Certifying Company Officers were responsible for establishing and maintaining disclosure controls and procedures (as such terms are defined in Rules 13a-15(e) and 15d-15(e) under the Exchange Act) and internal control over financial reporting” reporting (as such terms are defined in Rules 13a-15(f) and 15d-15(f) under the Exchange Act) for the Company and, at the time such report or amendment was filed, had: (A) designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under their supervision, to ensure that material information relating to the Company, including its consolidated subsidiaries, was made known to them by others within those entities, particularly during the period in which such report or amendment was being prepared; (B) designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under their supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles; (C) evaluated the effectiveness of the Company’s disclosure controls and procedures and presented in such report or amendment their conclusions about the effectiveness of the Company’s disclosure controls and procedures, as of the end of the period covered by such report or amendment based on such evaluation; and (D) disclosed in such report or amendment any change in the Company’s internal control over financial reporting that occurred during its last fiscal quarter, in the case of a Form 10-Q or amendment thereto, or its fourth fiscal quarter, in the case of an annual report or amendment thereto, that materially affected, or was reasonably likely to materially affect, the Company’s internal control over financial reporting; and (v) the Certifying Company Officers disclosed, based on their most recent evaluation of internal control over financial reporting as of the time such report or amendment was filed, to the Company’s auditors and the audit committee of the Company Board: (A) all significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which were reasonably likely to adversely affect the Company’s ability to record, process, summarize and report financial information at the time such report or amendment was filed; and (B) any fraud, whether or not material, that involved management or other employees who had a significant role in the Company’s internal control over financial reporting at the time such report or amendment was filed. (e) The effectiveness of any additional SEC disclosure requirement that, as of the date of this Agreement, has been formally proposed that is not yet in effect, is not expected by the Company to lead to any material change in the Company’s disclosures as set forth in the Filed Company SEC Documents. (f) None of the Company Subsidiaries is, or at any time since May 29. 2004 has been, subject to the reporting requirements of Sections 13(a) and 15(d) of the Exchange Act. (g) sufficient to provide reasonable assurance (A) that transactions are recorded as necessary to permit preparation of financial statements The Company is in conformity with GAAP, consistently applied, (B) that transactions are executed only in accordance compliance with the authorization of management and (C) regarding prevention or timely detection applicable requirements of the unauthorized acquisition, use or disposition Xxxxxxxx-Xxxxx Act of 2002 (including the Company’s properties or assetsrules and regulations promulgated thereunder) except as has not had and could not reasonably be expected to have a Company Material Adverse Effect.

SEC Documents; Undisclosed Liabilities. (a) The Company and each of its subsidiaries that is required to file any registration statement, prospectus, report, schedule, form, statement or other document with the SEC, has furnished or filed all required registration statements, prospectuses, reports, schedules, forms, statements and other documents (including exhibits and other information incorporated therein) required to be furnished or filed by it with the SEC (collectively, and in each case including all exhibits, schedules and amendments thereto and documents incorporated by the Company since January 1reference therein, 2019 (the documents referred to in this Section 5.07(a) being referred to collectively as the “Company SEC Documents”). (b) Each since December 31, 2008. Except as disclosed in Section 3.5 of the Company Disclosure Letter, as of their respective dates, the SEC Document (i) at the time filed, Documents complied as to form in all material respects with the requirements of the Exchange Act and the Securities Act of 1933, as amended (the “Securities Act”), or the Exchange Act, as the case may be, and the rules and regulations of the SEC promulgated thereunder applicable to such Company SEC Document Documents, and none of the SEC Documents (iiincluding any and all financial statements included therein) 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 or the Closing Date, then at the time as of such filing or amendment) contain 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 consolidated financial statements of the Company included in the Company SEC Documents (the “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, have been prepared in accordance with United States generally accepted accounting principles (“GAAP”) (except, in the case of unaudited interim financial 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 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 then ended (subject, in the case of unaudited interim financial quarterly statements, to normal year-end audit adjustments). Except as set forth in the Company SEC Documents filed by the Company with the SEC and publicly available prior to the date of this Agreement (the “Filed Company SEC Documents”)Since December 31, or as incurred in the ordinary course of business since the date of the last balance sheet included in the Filed Company SEC Documents2008, neither the Company nor any Company Subsidiary of its subsidiaries, has incurred any liabilities or obligations of any nature (whether accrued, absolute, contingent or otherwise) that are required by GAAP required, if known, to be set forth reflected or reserved against on a consolidated balance sheet of 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 consolidated subsidiaries or as of December 31, 2008 (including the notes thereto) included in the notes SEC Documents, (ii) as incurred in connection with the transactions contemplated by this Agreement, (iii) as incurred after December 31, 2008 in the ordinary course of business and consistent with past practice, (iv) as described in the SEC Documents filed since December 31, 2008 (such SEC Documents, excluding any exhibits thereto and thator documents incorporated by reference therein, the “Recent SEC Documents”), or (v) as would not, individually or in the aggregate, have had or would reasonably be expected to have a Company Material Adverse Effect. . If, at any time from the date hereof and until the Effective Time, the Company shall obtain knowledge of any material facts that would require supplementing or amending any of the foregoing documents in order to make the statements therein, in the light of the circumstances under which they were made, not misleading, or to comply with applicable laws, such amendment or supplement shall be promptly filed with the SEC and, as required by law, disseminated to the stockholders of the Company. The management of the Company has (ci) The designed disclosure controls and procedures, or caused such disclosure controls to be designed under its supervision, to ensure that material information relating to the Company, including its consolidated subsidiaries, is made known to the management of the Company maintains a system by others within those entities, and (ii) has disclosed, based on its most recent evaluation of “internal control controls over financial reporting” (as defined in Rules 13a-15(f) , to the Company’s auditors and 15d-15(f) of the Exchange Act) sufficient to provide reasonable assurance (A) that transactions are recorded as necessary to permit preparation of financial statements in conformity with GAAP, consistently applied, (B) that transactions are executed only in accordance with the authorization of management and (C) regarding prevention or timely detection of the unauthorized acquisition, use or disposition audit committee of the Company’s properties Board of Directors (A) all significant deficiencies and material weaknesses in the design or assetsoperation of internal controls over financial reporting which are reasonably likely to adversely affect the Company’s ability to record, process, summarize and report financial information and (B) any fraud, whether or not material, that involves management or other employees who have a significant role in the Company’s internal controls over financial reporting.

SEC Documents; Undisclosed Liabilities. (a) The Company has furnished or filed all reports, schedules, forms, statements and other documents (including exhibits and other information incorporated therein) required to be furnished or filed pursuant to Sections 13(a) and 15(d) of the Exchange Act by the Company with the SEC by the Company since January 1, 2019 2012 (the documents referred to in this Section 5.07(a) being referred to collectively as the “Company SEC Documents”). None of the Company Subsidiaries is, or at any time since January 1, 2012, has been, required to file any reports, schedules, forms, statements or other documents with the SEC. (b) Each As of their respective effective dates (in the case of Company SEC Documents that are registration statements filed pursuant to the Securities Act of 1933, as amended (together with the rules and regulations promulgated thereunder, the “Securities Act”)) and as of their respective SEC filing dates (in the case of all other Company SEC Documents), each Company SEC Document (i) at the time filed, complied as to form in all material respects with the requirements of the Securities Act, the Exchange Act and and/or the Securities Xxxxxxxx-Xxxxx Act of 19332002, as amended (the “Securities Act”)amended, as the case may be, and the rules and regulations of the SEC promulgated thereunder applicable to such Company SEC Document Document, and (ii) did not at except to the time it was filed (or if extent amended or superseded by a subsequent filing or amendment with the SEC prior to the date of this Agreement or the Closing Datehereof, then at the time of such filing or amendment) 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. No executive officer of the Company has failed in any respect to make the certifications required of him or her under Section 302 or 906 of the Sarbanes Oxley Act. As of the date hereof, there are no outstanding or unresolved comments in any comment letters of the staff of the SEC received by the Company relating to the Company SEC Documents and none of the Company SEC Documents is, to the knowledge of the Company, the subject of ongoing SEC review. (c) The audited annual consolidated financial statements and the unaudited quarterly consolidated financial statements (including, in each case, the notes thereto) of the Company included in the Company SEC Documents comply as to form when filed (i) complied in all material respects with applicable accounting requirements and the published rules and regulations of the SEC with respect thereto, (ii) have been prepared in accordance with United States generally accepted accounting principles in the United States (“GAAP”) (except, in the case of unaudited interim financial quarterly 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 (iii) fairly present in all material respects the consolidated financial position of the Company and its consolidated subsidiaries as of the dates thereof and the consolidated results of their operations and cash flows for the periods shown covered thereby (subject, in the case of unaudited interim financial quarterly statements, to normal year-end audit adjustments). The books and records of the Company and the Company Subsidiaries have been maintained in all material respects in accordance with GAAP to the extent required thereby. PricewaterhouseCoopers LLP has not resigned (or informed the Company that it intends to resign) or been dismissed as independent public accountants of the Company as a result of or in connection with any disagreements with the Company on a matter of accounting principles or practices, financial statement disclosure or auditing scope or procedure. (d) Except as set forth reflected or reserved against in the audited consolidated balance sheet of the Company, as of December 31, 2013, or the notes thereto, included in the Company SEC Documents filed by the Company with the SEC and publicly available prior to as of the date of this Agreement hereof (such balance sheet and the notes thereto, the “Filed Company SEC DocumentsBalance Sheet”), or as incurred in the ordinary course of business since the date of the last balance sheet included in the Filed Company SEC Documents, neither the Company nor and the Company Subsidiaries do not have any Company Subsidiary has any liabilities material liability or obligations obligation of any nature (whether accrued, absolute, contingent or otherwise) that are other than (i) liabilities or obligations incurred in the ordinary course of business consistent with past practice since the date of the Company Balance Sheet, (ii) liabilities or obligations not required by GAAP to be set forth on disclosed in a consolidated balance sheet of the Company and its consolidated subsidiaries or in the notes thereto prepared in accordance with GAAP and thatthe rules and regulations of the SEC applicable thereto, (iii) liabilities or obligations incurred in connection with the Transactions and (iv) liabilities or obligations that would not reasonably be expected to be, individually or in the aggregate, have had or would reasonably be expected material to have the Company and the Company Subsidiaries, taken as a Company Material Adverse Effectwhole. (ce) Neither the Company nor any of the Company Subsidiaries is a party to, nor does it have any commitment to become a party to, any material joint venture, off-balance sheet partnership or any similar Contract (including any Contract relating to any transaction or relationship between or among the Company or one of the Company 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 material “off-balance sheet arrangements” (as defined in Item 303(a) of Regulation S-K of the SEC). (f) The Company 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 under the Exchange Act) as required by Rule 13a-15 under the Exchange Act. The Company’s disclosure controls and procedures are designed to ensure that all material information required to be disclosed by the Company in the reports that it files or furnishes under the Exchange Act is recorded, processed, summarized and reported within the time periods specified in the rules and forms of the SEC, and that all such material information is accumulated and communicated to the Company’s management as appropriate to allow timely decisions regarding required disclosure and to enable the principal executive officer and principal financial officer of the Company to make the certifications required by the Exchange Act with respect to such reports. The Company’s management has completed an assessment of the effectiveness of the Company’s internal control over financial reporting in compliance with the requirements of Section 404 of the Xxxxxxxx-Xxxxx Act of 2002, as amended, for the year ended December 31, 2013, and such assessment concluded that such controls were effective. The Company has disclosed, based on its most recent evaluation of internal control over financial reporting prior to the date of this Agreement, to the Company’s auditors and the Company Board (i) any significant deficiencies or material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the Company’s ability to record, process, summarize and report financial information or (ii) any fraud, whether or not material, that involves management or other employees who have a significant role in the Company’s internal control over financial reporting” , all of which information described in clauses (as defined in Rules 13a-15(fi) and 15d-15(f(ii) of above has been disclosed by the Exchange Act) sufficient Company to provide reasonable assurance (A) that transactions are recorded as necessary Parent prior to permit preparation of financial statements in conformity with GAAP, consistently applied, (B) that transactions are executed only in accordance with the authorization of management and (C) regarding prevention or timely detection of the unauthorized acquisition, use or disposition of the Company’s properties or assetsdate hereof.

SEC Documents; Undisclosed Liabilities. (a) The To its knowledge, the Company has furnished or filed all required reports, schedules, forms, statements and other documents (including exhibits and other information incorporated therein) required to be furnished or filed with the SEC by since December 31, 1994 (as such documents have been amended prior to the Company since January 1date hereof, 2019 (the documents referred to in this Section 5.07(a) being referred to collectively as the “Company "SEC Documents”"). (b) Each Company . As of their respective dates, the SEC Document (i) at the time filed, Documents complied as to form in all material respects with the requirements of the Exchange Act and the Securities Act of 1933, as amended (or the “Securities Exchange Act”), as the case may be, and the rules and regulations of the SEC promulgated thereunder applicable to such Company SEC Document Documents, and (ii) did not at none of the time it was filed (or if amended or superseded by a filing or amendment prior to the date of this Agreement or the Closing Date, then at the time of such filing or amendment) contain 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, except to the extent such statements have been modified or superseded by a later Filed SEC Document. The consolidated financial statements of the Company included in the Company SEC Documents comply as to form in all material respects with applicable accounting requirements and the published rules and regulations of the SEC with respect thereto, have been prepared in accordance with United States generally accepted accounting principles (“GAAP”) GAAP (except, in the case of unaudited interim financial statements, as permitted by Form 10-Q of the SEC) applied on a consistent basis during the periods involved (except as may be indicated in the notes thereto) and fairly present in all material respects the consolidated financial position of the Company and its the consolidated subsidiaries Subsidiaries of the Company as of the dates thereof and the consolidated results of their operations and cash flows for the periods shown then ended (subject, in the case of unaudited interim financial statements, to normal year-end audit adjustmentsadjustments and the absence of footnotes). Except as set forth in the Company Filed SEC Documents filed by the Company with the SEC and publicly available prior to the date of this Agreement (the “Filed Company SEC Documents”), or as for liabilities incurred in the ordinary course of business since after the date of the last balance sheet included in the Filed Company SEC Documentshereof or incurred as permitted by this Agreement, neither the Company nor any Company Subsidiary of the Company's Subsidiaries has any liabilities or obligations of any nature (whether accrued, absolute, contingent or otherwise) that are required by GAAP to be set forth on a consolidated balance sheet of the Company and its consolidated subsidiaries Subsidiaries or in the notes thereto and thatwhich, individually or in the aggregate, have had or would could reasonably be expected to have a Company Material Adverse Effect. (c) The Company 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 (A) that transactions are recorded as necessary to permit preparation of financial statements in conformity with GAAP, consistently applied, (B) that transactions are executed only in accordance with the authorization of management and (C) regarding prevention or timely detection of the unauthorized acquisition, use or disposition of the Company’s properties or assets.

SEC Documents; Undisclosed Liabilities. (a) The Company has furnished or filed all reports, schedules, forms, statements and other documents (including exhibits and other information incorporated therein) required to be furnished or filed by the Company with the SEC by since December 31, 2009 pursuant to Sections 13(a) and 15(d) of the Company since January 1, 2019 (the documents referred to in this Section 5.07(a) being referred to collectively as the “Company SEC Documents”)Exchange Act. (b) Each As of its respective date, each Company SEC Document (i) at filed with the time filed, SEC complied as to form in all material respects with the requirements of the Exchange Act and 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 Company 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 or the Closing Date, 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. Except to the extent that information contained in any Company SEC Document filed with the SEC has been revised or superseded by a later filed Company SEC Document, none of the Company 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 the Company included in the Company SEC Documents filed with the 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, have been prepared in accordance with United States generally accepted accounting principles (“GAAP”) (except, in the case of unaudited interim financial statements, as permitted by Form 10-Q of the SEC) 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 position of the Company and its consolidated subsidiaries 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 interim financial statements, to normal year-end audit adjustments). . (c) Except (i) as set forth reflected or reserved against in the balance sheet (or the notes thereto) as of December 31, 2010 included in the Company SEC Documents filed Documents, (ii) as permitted or contemplated by the Company with the SEC this Agreement, (iii) for liabilities and publicly available prior to the date of this Agreement (the “Filed Company SEC Documents”)obligations incurred since December 31, or as incurred 2010 in the ordinary course of business since the date of the last balance sheet included business, and (iv) for liabilities or obligations which have been discharged or paid in full in the Filed Company SEC Documentsordinary course of business, neither the Company nor any Company Subsidiary of its Subsidiaries has any liabilities or obligations of any nature (nature, whether or not accrued, absolute, contingent or otherwise) , that are would be required by GAAP to be set forth reflected on a consolidated balance sheet of the Company and its consolidated subsidiaries Subsidiaries (or in the notes thereto and thatthereto), individually or in the aggregate, have had or other than those that would not reasonably be expected to have a Company Material Adverse EffectEffect on the Company. (cd) The Company 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 (Ai) pertain to the maintenance of records that in reasonable detail accurately and fairly reflect the transactions and dispositions of the Company’s and its Subsidiaries’ assets; (ii) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in conformity accordance with GAAP, consistently applied, (B) and that transactions the Company’s and its Subsidiaries’ receipts and expenditures are executed being made only in accordance with authorizations of the authorization of Company’s management and directors; and (Ciii) provide reasonable assurance regarding prevention or timely detection of the unauthorized acquisition, use or disposition of the Company’s properties and its Subsidiaries’ assets that could have a material effect on the Company’s financial statements. (e) The “disclosure controls and procedures” (as defined in Rules 13a–15(e) and 15d–15(e) of the Exchange Act) utilized by the Company are reasonably designed to ensure that all information (both financial and non–financial) required to be disclosed by the Company in the reports that it files or assetssubmits 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 required to be disclosed is accumulated and communicated to the management of Company, as appropriate, to allow timely decisions regarding required disclosure and to enable the chief executive officer and chief financial officer of the Company to make the certifications required under the Exchange Act with respect to such reports.

SEC Documents; Undisclosed Liabilities. (a) The Company has furnished or filed all reports, schedules, forms, statements and other documents (including exhibits and other information incorporated therein) required to be furnished or filed by the Company with the SEC by since December 31, 2009 pursuant to Sections 13(a) and 15(d) of the Company since January 1, 2019 (the documents referred to in this Section 5.07(a) being referred to collectively as the “Company SEC Documents”)Exchange Act. (b) Each As of its respective date, each Company SEC Document (i) at filed with the time filed, SEC complied as to form in all material respects with the requirements of the Exchange Act and 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 Company 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 or the Closing Date, 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. Except to the extent that information contained in any Company SEC Document filed with the SEC has been revised or superseded by a later filed Company SEC Document, none of the Company 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 the Company included in the Company SEC Documents filed with the 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, have been prepared in accordance with United States generally accepted accounting principles (“GAAP”) (except, in the case of unaudited interim financial statements, as permitted by Form 10-Q of the SEC) 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 position of the Company and its consolidated subsidiaries 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 interim financial statements, to normal year-end audit adjustments). . (c) Except (i) as set forth reflected or reserved against in the balance sheet (or the notes thereto) as of December 31, 2010 included in the Company SEC Documents filed Documents, (ii) as permitted or contemplated by the Company with the SEC this Agreement, (iii) for liabilities and publicly available prior to the date of this Agreement (the “Filed Company SEC Documents”)obligations incurred since December 31, or as incurred 2010 in the ordinary course of business since the date of the last balance sheet included business, and (iv) for liabilities or obligations which have been discharged or paid in full in the Filed Company SEC Documentsordinary course of business, neither the Company nor any Company Subsidiary of its Subsidiaries has any liabilities or obligations of any nature (nature, whether or not accrued, absolute, contingent or otherwise) , that are would be required by GAAP to be set forth reflected on a consolidated balance sheet of the Company and its consolidated subsidiaries Subsidiaries (or in the notes thereto and thatthereto), other than those that would not, individually or in the aggregate, have had or would reasonably be expected to have a Company Material Adverse Effect. (cd) The Company maintains a system of “internal control over financial reporting” (as defined in Rules 13a-15(f13a−15(f) and 15d-15(f15d−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 (Ai) pertain to the maintenance of records that in reasonable detail accurately and fairly reflect the transactions and dispositions of the Company’s and its Subsidiaries’ assets; (ii) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in conformity accordance with GAAP, consistently applied, (B) and that transactions the Company’s and its Subsidiaries’ receipts and expenditures are executed being made only in accordance with authorizations of the authorization of Company’s management and directors; and (Ciii) provide reasonable assurance regarding prevention or timely detection of the unauthorized acquisition, use or disposition of the Company’s properties and its Subsidiaries’ assets that could have a material effect on the Company’s financial statements. (e) The “disclosure controls and procedures” (as defined in Rules 13a−15(e) and 15d−15(e) of the Exchange Act) utilized by the Company are reasonably designed to ensure that all information (both financial and non−financial) required to be disclosed by the Company in the reports that it files or assetssubmits 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 required to be disclosed is accumulated and communicated to the management of Company, as appropriate, to allow timely decisions regarding required disclosure and to enable the chief executive officer and chief financial officer of the Company to make the certifications required under the Exchange Act with respect to such reports. (f) The Company is a “foreign private issuer” as defined in Rule 3b-4(c) promulgated under the Exchange Act.

SEC Documents; Undisclosed Liabilities. (a) The Company HBO has furnished or filed all -------------------------------------- required registration statements, prospectuses, reports, schedules, forms, statements and other documents (including exhibits and all other information incorporated therein) required to be furnished or filed with the SEC by the Company since January 1December 31, 2019 1996 (the documents referred to in this Section 5.07(a) being referred to collectively as the “Company "HBO SEC Documents”"). (b) Each Company . As of their respective dates, the HBO SEC Document (i) at the time filed, Documents complied as to form in all material respects with the requirements of the Exchange Act and the Securities Act of 1933, as amended (or the “Securities Exchange Act”), as the case may be, and the rules and regulations of the SEC promulgated thereunder applicable to such Company HBO SEC Document Documents, and (ii) did not at none of the time it was HBO SEC Documents when filed (or if amended or superseded by a filing or amendment prior to the date of this Agreement or the Closing Date, then at the time of such filing or amendment) contain 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 consolidated financial statements of the Company HBO included in the Company HBO SEC Documents 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, have been prepared in accordance with United States generally accepted accounting principles (“GAAP”) GAAP (except, in the case of unaudited interim financial statements, as permitted by Form 10-Q of the SEC) applied on a consistent basis during the periods involved (except as may be indicated in the notes thereto) and fairly present in all material respects the consolidated financial position of the Company HBO and its consolidated subsidiaries as of the dates thereof and the consolidated results of their operations and cash flows for the periods shown then ended (subject, in the case of unaudited interim financial statements, to normal year-end audit adjustmentsadjustments which are not material). Except (i) as set forth reflected in such financial statements or in the Company SEC Documents filed by the Company with the SEC and publicly available prior to the date of this Agreement notes thereto or (the “Filed Company SEC Documents”), or as ii) for liabilities incurred in connection with this Agreement, the ordinary course of business since Option Agreements or the date of the last balance sheet included in the Filed Company SEC Documentstransactions contemplated hereby or thereby, neither the Company HBO nor any Company Subsidiary of its subsidiaries has any liabilities or obligations of any nature (whether accrued, absolute, contingent or otherwise) that are required by GAAP to be set forth on a consolidated balance sheet of the Company and its consolidated subsidiaries or in the notes thereto and thatwhich, individually or in the aggregate, have had or would reasonably be expected to have a Company Material Adverse Effectmaterial adverse effect on HBO. (c) The Company 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 (A) that transactions are recorded as necessary to permit preparation of financial statements in conformity with GAAP, consistently applied, (B) that transactions are executed only in accordance with the authorization of management and (C) regarding prevention or timely detection of the unauthorized acquisition, use or disposition of the Company’s properties or assets.

SEC Documents; Undisclosed Liabilities. (a) The Company Buyer has furnished or filed all reports, schedules, forms, statements and other documents as required by the Securities and Exchange Commission (including exhibits the “SEC”), and Buyer has delivered or made available to the Seller all reports, schedules, forms, statements and other information incorporated therein) required to be furnished or documents filed with the SEC (collectively, and in each case including all exhibits and schedules thereto and documents incorporated by the Company since January 1reference therein, 2019 (the documents referred to in this Section 5.07(a) being referred to collectively as the “Company Buyer SEC Documents”). (b) Each Company SEC Document (i) at the time filed, complied as to form in all material respects with the requirements . None of the Exchange Act and the Securities Act of 1933Buyer SEC Documents, as amended (the “Securities Act”), as the case may be, and the rules and regulations of the SEC promulgated thereunder applicable to such Company SEC 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 knowledge of this Agreement or the Closing DateBuyer, then at the time of such filing or amendment) contain contains any untrue statement of a material fact or omit omits to state any material fact or omitted to state a material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading. The consolidated financial statements of the Company Buyer included in the Company such Buyer SEC Documents comply as to form in all material respects with applicable accounting requirements and the published rules and regulations of the SEC with respect thereto, have been prepared in accordance with United States generally accepted accounting principles (“GAAP”) (except, in the case of unaudited interim financial 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 position of the Company Buyer and its consolidated subsidiaries as of the dates thereof and the consolidated results of their operations and changes in cash flows for the periods shown then ended (subject, in the case of unaudited interim financial quarterly statements, to normal year-end audit adjustmentsadjustments as determined by Buyer’s independent accountants). Except as set forth in the Company SEC Documents filed by the Company with the SEC and publicly available prior to the date of this Agreement (the “Filed Company Buyer SEC Documents”), or as incurred in the ordinary course of business since at the date of the last balance sheet most recent financial statements of Buyer included in the Filed Company Buyer SEC Documents, neither the Company nor any Company Subsidiary has Buyer had not incurred any liabilities or obligations of any nature (whether accrued, absolute, contingent or otherwise) that are required by GAAP to be set forth on a consolidated balance sheet of the Company and its consolidated subsidiaries or in the notes thereto and thatwhich, individually or in the aggregate, have had or would could reasonably be expected to have a Company Material Adverse Effectmaterial adverse effect with respect to Buyer. Buyer is not subject to any litigation or claims. (c) The Company 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 (A) that transactions are recorded as necessary to permit preparation of financial statements in conformity with GAAP, consistently applied, (B) that transactions are executed only in accordance with the authorization of management and (C) regarding prevention or timely detection of the unauthorized acquisition, use or disposition of the Company’s properties or assets.

SEC Documents; Undisclosed Liabilities. (a) The Company PSI has furnished or filed with the SEC PSI's registration statement on Form SB-2 (the "PSI SB-2"), which became effective on August 9, 1995 (the "PSI SB-2 Effective Date"), and all required reports, schedules, forms, statements and other documents since PSI's SB-2 Effective Date (including exhibits and other information incorporated therein) required to be furnished or filed together with the SEC by PSI Form SB-2, the Company since January 1, 2019 (the documents referred to in this Section 5.07(a) being referred to collectively as the “Company "PSI SEC Documents”"). (b) Each Company . As of their respective dates, the PSI SEC Document (i) at the time filed, Documents complied as to form in all material respects with the requirements of the Exchange Act and the Securities Act of 1933, as amended (the “Securities Act”), or the Exchange Act, as the case may be, and the rules and regulations none of the PSI SEC promulgated thereunder applicable to such Company SEC Document and (ii) did not at the time it was Documents when filed (or if amended or superseded by a filing or amendment prior to the date of this Agreement or the Closing Date, then at the time of such filing or amendment) contain 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 consolidated . (b) As of their respective dates, the financial statements of the Company PSI included in the Company PSI SEC Documents comply complied as to form in all material respects with applicable accounting requirements and the published rules and regulations of the SEC with respect thereto, have been were prepared in accordance with United States generally accepted accounting principles (“GAAP”) (except, in the case of unaudited interim financial statements, as permitted by Form 10-Q 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 consolidated financial position of the Company and its consolidated subsidiaries PSI as of the dates thereof and the consolidated results of their its operations and cash flows for the periods shown then ended (subject, in the case of unaudited interim financial statements, to normal year-end audit adjustments). (c) Attached hereto as Schedule 4.5 are the audited financial statements of PSI for the year ended December 31, 1996 ("PSI 1996 Financial Statements"). The PSI 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 PSI 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 Company filed PSI SEC Documents filed by the Company with the SEC and publicly available prior to Documents, or in Schedule 4.5, as of the date of this Agreement (the “Filed Company SEC Documents”)Agreement, or as incurred in the ordinary course of business since the date of the last balance sheet included in the Filed Company SEC Documents, neither the Company nor any Company Subsidiary has PSI does not have any liabilities or obligations of any nature (whether accrued, absolute, contingent or otherwise) that are required by GAAP generally accepted accounting principles to be set forth recognized or disclosed on a consolidated balance sheet of the Company and its consolidated subsidiaries PSI or in the notes thereto and thatwhich, individually or in the aggregate, have had or would reasonably be expected to have a Company Material Adverse Effectmaterial adverse effect on PSI. (ce) None of the information contained in the Proxy Statement or any Other Filing shall, on the date the Proxy Statement is first mailed to stockholders or any such Other Filing is made, as the case may be, at the time of PSI 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, PSI makes no representations or warranties with respect to any information supplied by Parent or Acquisition specifically for use in any of the foregoing documents. The Company maintains a system of “internal control over financial reporting” (Proxy Statement shall comply as defined to form in Rules 13a-15(f) and 15d-15(f) all material respects with the applicable provisions of the Exchange Act) sufficient Act and the rules and regulations promulgated thereunder and any Other Filings filed by PSI shall comply as to provide reasonable assurance (A) that transactions are recorded as necessary to permit preparation form in all material respects with all applicable requirements of financial statements in conformity with GAAP, consistently applied, (B) that transactions are executed only in accordance with the authorization of management and (C) regarding prevention or timely detection of the unauthorized acquisition, use or disposition of the Company’s properties or assetslaw.

SEC Documents; Undisclosed Liabilities. (a) The Company has furnished or filed all reports, schedules, forms, statements and other documents (including exhibits and other information incorporated therein) required to be furnished or filed by the Company with the SEC by since December 31, 2009 pursuant to Sections 13(a) and 15(d) of the Company since January 1, 2019 (the documents referred to in this Section 5.07(a) being referred to collectively as the “Company SEC Documents”)Exchange Act. (b) Each As of its respective date, each Company SEC Document (i) at filed with the time filed, SEC complied as to form in all material respects with the requirements of the Exchange Act and 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 Company 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 or the Closing Date, 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. Except to the extent that information contained in any Company SEC Document filed with the SEC has been revised or superseded by a later filed Company SEC Document, none of the Company 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 the Company included in the Company SEC Documents filed with the 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, have been prepared in accordance with United States generally accepted accounting principles (“GAAP”) (except, in the case of unaudited interim financial statements, as permitted by Form 10-Q of the SEC) 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 position of the Company and its consolidated subsidiaries 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 interim financial statements, to normal year-end audit adjustments). . (c) Except (i) as set forth reflected or reserved against in the balance sheet (or the notes thereto) as of December 31, 2010 included in the Company SEC Documents filed Documents, (ii) as permitted or contemplated by the Company with the SEC this Agreement, (iii) for liabilities and publicly available prior to the date of this Agreement (the “Filed Company SEC Documents”)obligations incurred since December 31, or as incurred 2010 in the ordinary course of business since the date of the last balance sheet included business, and (iv) for liabilities or obligations which have been discharged or paid in full in the Filed Company SEC Documentsordinary course of business, neither the Company nor any Company Subsidiary of its Subsidiaries has any liabilities or obligations of any nature (nature, whether or not accrued, absolute, contingent or otherwise) , that are would be required by GAAP to be set forth reflected on a consolidated balance sheet of the Company and its consolidated subsidiaries Subsidiaries (or in the notes thereto and thatthereto), other than those that would not, individually or in the aggregate, have had or would reasonably be expected to have a Company Material Adverse EffectEffect on the Company. (cd) The Company maintains a system of “internal control over financial reporting” (as defined in Rules 13a-15(f13a–15(f) and 15d-15(f15d–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 (Ai) pertain to the maintenance of records that in reasonable detail accurately and fairly reflect the transactions and dispositions of the Company’s and its Subsidiaries’ assets; (ii) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in conformity accordance with GAAP, consistently applied, (B) and that transactions the Company’s and its Subsidiaries’ receipts and expenditures are executed being made only in accordance with authorizations of the authorization of Company’s management and directors; and (Ciii) provide reasonable assurance regarding prevention or timely detection of the unauthorized acquisition, use or disposition of the Company’s properties and its Subsidiaries’ assets that could have a material effect on the Company’s financial statements. (e) The “disclosure controls and procedures” (as defined in Rules 13a–15(e) and 15d–15(e) of the Exchange Act) utilized by the Company are reasonably designed to ensure that all information (both financial and non-financial) required to be disclosed by the Company in the reports that it files or assetssubmits 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 required to be disclosed is accumulated and communicated to the management of Company, as appropriate, to allow timely decisions regarding required disclosure and to enable the chief executive officer and chief financial officer of the Company to make the certifications required under the Exchange Act with respect to such reports.

SEC Documents; Undisclosed Liabilities. (a) The Acquiror Company has furnished or filed all reports, schedules, forms, statements and other documents (including exhibits and other information incorporated therein) required to be furnished or filed by it with the SEC by since February 14, 2007, pursuant to Sections 13(a) and 15(d) of the Company since January 1, 2019 Exchange Act (the documents referred to in this Section 5.07(a) being referred to collectively as the “Company SEC DocumentsReports”). (b) Each Company As of its respective filing date, each SEC Document (i) at the time filed, Reports complied as to form in all material respects with the requirements of the Exchange Act and 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 Company SEC Document and (ii) did not at Report. Except to the time it was filed (or if amended extent that information contained in any SEC Report has been revised or superseded by a filing or amendment prior to later SEC Report, none of the date of this Agreement or the Closing Date, then at the time of such filing or amendment) contain 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. The the consolidated financial statements of the Acquiror Company included in the Company SEC Documents 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, have been prepared in accordance with United States the U.S. generally accepted accounting principles (“GAAP”) (except, in the case of unaudited interim financial statements, as permitted by Form 10-Q 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 position of the Acquiror 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 interim financial statements, to normal year-end audit adjustments). . (c) Except as set forth in the SEC Reports, Acquiror Company SEC Documents filed by the Company with the SEC and publicly available prior to the date of this Agreement (the “Filed Company SEC Documents”), or as incurred in the ordinary course of business since the date of the last balance sheet included in the Filed Company SEC Documents, neither the Company nor any Company Subsidiary has any no liabilities or obligations of any nature (whether accrued, absolute, contingent or otherwise) that are required by GAAP U.S. generally accepted accounting principles to be set forth on a consolidated balance sheet of the Acquiror Company and its consolidated subsidiaries or in the notes thereto thereto. There are no financial or contractual obligations and thatliabilities (including any obligations to issue capital stock or other securities) due after the date hereof. All liabilities of Acquiror Company shall have been paid off and shall in no event remain liabilities of Acquiror Company, individually the Company or in the aggregate, have had or would reasonably be expected to have a Company Material Adverse EffectShareholder following the Closing. (c) The Company 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 (A) that transactions are recorded as necessary to permit preparation of financial statements in conformity with GAAP, consistently applied, (B) that transactions are executed only in accordance with the authorization of management and (C) regarding prevention or timely detection of the unauthorized acquisition, use or disposition of the Company’s properties or assets.

SEC Documents; Undisclosed Liabilities. (ai) The Company Sears has furnished or filed all required reports, schedules, forms, registration statements and other documents (including exhibits and other information incorporated therein) required to be furnished or filed with the SEC by the Company since January 1December 29, 2019 2002 (the documents referred to in this Section 5.07(a) being referred to collectively as the “Company "Sears SEC Documents”"). . As of their respective dates of filing with the SEC (b) Each Company or, if amended or superseded by a filing prior to the date hereof, as of the date of such filing), the Sears SEC Document (i) at the time filed, Documents complied as to form in all material respects with the requirements of the Exchange Act and the Securities Act of 1933, as amended (or the “Securities Exchange Act”), as the case may be, and the rules and regulations of the SEC promulgated thereunder applicable to such Company Sears SEC Document Documents, and (ii) did not at none of the time it was Sears SEC Documents when filed (or if amended or superseded by a filing or amendment prior to the date of this Agreement or the Closing Date, then at the time of such filing or amendment) contain 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 consolidated financial statements of the Company Sears included in the Company Sears SEC Documents 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, have been prepared in accordance with United States generally accepted accounting principles (“GAAP”) thereto (except, in the case of unaudited interim financial 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 indicated in the notes theretodisclosed therein) and fairly present in all material respects the consolidated financial position of the Company Sears and its consolidated subsidiaries as of the dates thereof Subsidiaries and the consolidated results of their operations operations, changes in stockholders' equity and cash flows of such companies as of the dates and for the periods shown shown. As of the date hereof, there are no outstanding written comments from the SEC with respect to any of the Sears SEC Documents. (subject, ii) Except for (A) those liabilities that are appropriately reflected or reserved for in the case consolidated financial statements of unaudited interim financial statementsSears included in its Quarterly Report on Form 10-Q for the fiscal quarter ended October 2, to normal year-end audit adjustments). Except 2004, as set forth in the Company SEC Documents filed by the Company with the SEC and publicly available prior to the date of this Agreement hereof, (the “Filed Company SEC Documents”)B) liabilities incurred since October 2, or as incurred 2004 in the ordinary course of business since consistent with past practice, (C) liabilities that would not, individually or in the aggregate, reasonably be expected to have a material adverse effect on Sears, (D) liabilities incurred pursuant to the transactions contemplated by, or permitted by, this Agreement, and (E) liabilities or obligations discharged or paid in full prior to the date of the last balance sheet included hereof in the Filed Company SEC Documentsordinary course of business consistent with past practice, neither the Company nor any Company Subsidiary has Sears and its Subsidiaries do not have, any liabilities or obligations of any nature whatsoever (whether accrued, absolute, contingent or otherwise) that are required by GAAP to be set forth on a consolidated balance sheet of the Company and its consolidated subsidiaries or reflected in the notes thereto and that, individually or in the aggregate, have had or would reasonably be expected to have a Company Material Adverse Effect. (c) The Company 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 (A) that transactions are recorded as necessary to permit preparation of Sears's financial statements in conformity with GAAP, consistently applied, (B) that transactions are executed only in accordance with the authorization of management and (C) regarding prevention or timely detection of the unauthorized acquisition, use or disposition of the Company’s properties or assetsgenerally accepted accounting principles.

SEC Documents; Undisclosed Liabilities. (a) The Company has furnished or filed all required reports, schedules, forms, forms and registration statements and other documents (including exhibits and other information incorporated therein) required to be furnished or filed with the SEC by the Company since January 1, 2019 1998 (collectively, and in each case including all exhibits and schedules thereto and documents incorporated by reference therein, the documents referred to in this Section 5.07(a) being referred to collectively as the “Company "SEC Documents”"). (b) Each Company . As of their respective dates, the SEC Document (i) at the time filed, Documents complied as to form in all material respects with the requirements of the Exchange Act and the Securities Act of 1933, as amended (or the “Securities Exchange Act”), as the case may be, and the rules and regulations of the SEC promulgated thereunder applicable to such Company SEC Document Documents, and none of the SEC Documents (iiincluding any and all financial statements included therein) 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 or the Closing Date, then at the time as of such filing or amendment) contain 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 consolidated financial statements of the Company included in the Company SEC Documents comply as to form in all 11 12 material respects with applicable accounting requirements and the published rules and regulations of the SEC with respect thereto, have been prepared in accordance with United States generally accepted accounting principles (“GAAP”) (except, in the case of unaudited interim financial 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 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 then ended (subject, in the case of unaudited interim financial quarterly statements, to normal year-end audit adjustments). Except as set forth in on Section 4.5 of the Company SEC Documents filed by the Company with the SEC and publicly available prior to the date of this Agreement (the “Filed Company SEC Documents”)Disclosure Schedule, or as incurred in the ordinary course of business since the date of the last balance sheet included in the Filed Company SEC DocumentsDecember 31, 1999, neither the Company nor any Company Subsidiary of its subsidiaries, has incurred any liabilities or obligations of any nature (whether accrued, absolute, contingent or otherwise) that are required by GAAP required, if known, to be set forth reflected or reserved against on a consolidated balance sheet of the Company prepared in accordance with GAAP except (i) as and to the extent set forth or reflected on the audited balance sheet of the Company and its consolidated subsidiaries or as of December 31, 1999 (including the notes thereto), (ii) as incurred in connection with the transactions contemplated by this Agreement, (iii) as incurred after December 31, 1999 in the notes thereto ordinary course of business and thatconsistent with past practice, (iv) as described in the SEC Documents filed since December 31, 1999 (the "Recent SEC Documents"), or (v) as would not, individually or in the aggregate, have had or would reasonably be expected to have a Company Material Adverse Effect. (c) The Company 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 (A) that transactions are recorded as necessary to permit preparation of financial statements in conformity with GAAP, consistently applied, (B) that transactions are executed only in accordance with the authorization of management and (C) regarding prevention or timely detection of the unauthorized acquisition, use or disposition of the Company’s properties or assets.

SEC Documents; Undisclosed Liabilities. (a) The Acquiror Company has furnished or filed all reports, schedules, forms, statements and other documents (including exhibits and other information incorporated therein) required to be furnished or filed by it with the SEC by the Company since January 128, 2019 2009, pursuant to Sections 13(a) and 15(d) of the Exchange Act (the documents referred to in this Section 5.07(a) being referred to collectively as the “Company “ SEC DocumentsReports ”). (b) Each Company As of its respective filing date, each SEC Document (i) at the time filed, Reports complied as to form in all material respects with the requirements of the Exchange Act and 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 Company SEC Document and (ii) did not at Report. Except to the time it was filed (or if amended extent that information contained in any SEC Report has been revised or superseded by a filing or amendment prior to later SEC Report, none of the date of this Agreement or the Closing Date, then at the time of such filing or amendment) contain 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. The the consolidated financial statements of the Acquiror Company included in the Company SEC Documents 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, have been prepared in accordance with United States the U.S. generally accepted accounting principles (“GAAP”) (except, in the case of unaudited interim financial statements, as permitted by Form 10-Q 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 position of the Acquiror 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 interim financial statements, to normal year-end audit adjustments). . (c) Except as set forth in the SEC Reports, Acquiror Company SEC Documents filed by the Company with the SEC and publicly available prior to the date of this Agreement (the “Filed Company SEC Documents”), or as incurred in the ordinary course of business since the date of the last balance sheet included in the Filed Company SEC Documents, neither the Company nor any Company Subsidiary has any no liabilities or obligations of any nature (whether accrued, absolute, contingent or otherwise) that are required by GAAP U.S. generally accepted accounting principles to be set forth on a consolidated balance sheet of the Acquiror Company and its consolidated subsidiaries or in the notes thereto thereto. There are no financial or contractual obligations and thatliabilities (including any obligations to issue capital stock or other securities) due after the date hereof. All liabilities of Acquiror Company shall have been paid off and shall in no event remain liabilities of Acquiror Company, individually the Company or in the aggregate, have had or would reasonably be expected to have a Company Material Adverse EffectShareholder following the Closing. (c) The Company 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 (A) that transactions are recorded as necessary to permit preparation of financial statements in conformity with GAAP, consistently applied, (B) that transactions are executed only in accordance with the authorization of management and (C) regarding prevention or timely detection of the unauthorized acquisition, use or disposition of the Company’s properties or assets.

SEC Documents; Undisclosed Liabilities. (a) The Company has filed and furnished or filed all material reports, schedules, forms, statements and other documents (including exhibits and other information incorporated therein) required to be filed or furnished or filed by the Company with the SEC by on a timely basis (i) pursuant to the Company since January 1Securities Act of 1933, 2019 as amended (together with the rules and regulations promulgated thereunder, the “Securities Act”) in order to effectuate the Company’s initial public offering (the “IPO”) and (ii) pursuant to Sections 13(a) and 15(d) of the Exchange Act since the closing of the IPO (collectively, and in each case including all exhibits and schedules thereto and documents referred to in this Section 5.07(a) being referred to collectively incorporated by reference therein, as such statements and reports may have been amended since the date of their filing, the “Company SEC Documents”). From the time of the initial filing of the Company’s registration statement on Form S-1 with the SEC, the Company has been and is an “emerging growth company,” as defined in Section 2(a) of the Securities Act, as modified by the Jumpstart our Business Startups Act of 2012. As of the date hereof, there are no outstanding or unresolved comments in any comment letters of the staff of the SEC relating to the Company SEC Documents and none of the Company SEC Documents is, to the knowledge of the Company, the subject of ongoing SEC review. (b) Each As of their respective 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 case of all other Company SEC Documents), each Company SEC Document (i) at the time filed, complied as to form in all material respects with the requirements of the Securities Act, the Exchange Act and the Securities Xxxxxxxx-Xxxxx Act of 1933, as amended (the “Securities Act”)2002, as the case may be, and the rules and regulations of the SEC promulgated thereunder applicable to such Company SEC Document Document, and (ii) did not at except to the time it was filed (or if extent amended or superseded by a subsequent filing or amendment with the SEC prior to the date of this Agreement or the Closing DateAgreement, then at the time of such filing or amendment) 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. misleading (provided that the Company makes no representation or warranty with respect to information furnished in writing by Parent or Merger Sub specifically for inclusion or use in any such document). (c) The audited annual consolidated financial statements and the unaudited quarterly consolidated financial statements (including, in each case, the notes thereto) of the Company included or incorporated by reference in the Company SEC Documents (i) comply as to form in all material respects with applicable accounting requirements and the published rules and regulations of the SEC with respect thereto, (ii) have been prepared in all material respects in accordance with United States generally accepted accounting principles in the United States (“GAAP”) (except, in the case of unaudited interim financial quarterly 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 expressly indicated in the notes thereto) and (iii) fairly present in all material respects the consolidated financial position of the Company and its consolidated subsidiaries as of the dates thereof and the consolidated results of their its operations and cash flows for the periods shown covered thereby (subject, in the case of unaudited interim financial quarterly statements, to normal and recurring year-end audit adjustments). . (d) Except as set forth reflected or reserved against in the Company SEC Documents filed by consolidated balance sheet of the Company with the SEC and publicly available prior to the date Company, as of this Agreement (the “Filed Company SEC Documents”)December 31, 2017, or as incurred in the ordinary course of business since the date of the last balance sheet notes thereto, included in the Filed Company SEC DocumentsDocuments (such balance sheet and the notes thereto, neither the “Company Balance Sheet”), the Company nor does not have any Company Subsidiary has any liabilities liability or obligations obligation of any nature (whether accrued, absolute, contingent or otherwise) that are required by GAAP to be set forth on a consolidated balance sheet other than (i) liabilities or obligations incurred in the ordinary course of business since the date of the Company Balance Sheet, (ii) liabilities that are executory performance obligations arising under Contracts to which the Company is a party (other than to the extent arising from a breach thereof by the Company), (iii) liabilities or obligations incurred in connection with the Transactions and its consolidated subsidiaries (iv) liabilities or in the notes thereto and thatobligations that are not, individually or in the aggregate, have had or would reasonably be expected material to have a Company Material Adverse Effectthe Company. (ce) The Company has established and maintains disclosure controls and procedures (as defined in Rules 13a-15 and 15d-15 under the Exchange Act), which (i) are designed to ensure that material information relating to the Company is made known to the Company’s principal executive officer and its principal financial officer by others within those entities, particularly during the periods in which the periodic reports required under the Exchange Act are being prepared; and (ii) are effective in all material respects to perform the functions for which they were established. From the date of the filing of the Company’s Annual Report on Form 10-K for the fiscal year ended December 31, 2017 to the date of this Agreement, the Company’s auditors and the Company Board have not been advised of (i) any significant deficiencies or material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the Company’s ability to record, process, summarize and report financial information or (ii) any fraud, whether or not material, that involves management or other employees who have a system of “significant role in the Company’s internal control over financial reporting. The Company is in compliance in all material respects with the applicable listing and other rules and regulations of NASDAQ. The books and records of the Company have been, and are being, maintained in all material respects in accordance with GAAP and any other applicable legal and accounting requirements. (f) The Company has not effected, entered into or created any securitization transaction or “off-balance sheet arrangement” (as defined in Rules 13a-15(fItem 303(c) and 15d-15(f) of or Regulation S-K under the Exchange Act) sufficient to provide reasonable assurance (A) that transactions are recorded as necessary to permit preparation of financial statements in conformity with GAAP, consistently applied, (B) that transactions are executed only in accordance with the authorization of management and (C) regarding prevention or timely detection of the unauthorized acquisition, use or disposition of the Company’s properties or assets).

SEC Documents; Undisclosed Liabilities. (a) The Company has furnished or filed all reports, schedules, forms, statements and other documents (including exhibits and other information incorporated therein) required to be furnished or filed by the Company with the SEC by the Company since January 1, 2019 1997 (the documents referred to in this Section 5.07(a) being referred to collectively as the “"Company SEC Documents”"). (b) Each . As of its respective date, each Company SEC Document (i) at the time filed, complied as to form in all material respects with the requirements of the Exchange Act and 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 Company 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 or the Closing Date, 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. Except to the extent that information contained in any Company SEC Document filed after January 1, 1998 (the "Company 1998 SEC Documents") has been revised or superseded by a later filed Company 1998 SEC Document, the Company 1998 SEC Documents do not contain any untrue statement of a material fact or omit 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 the Company included in the Company SEC Documents comply as to form in all material respects with applicable accounting requirements and the published rules and regulations of the SEC with respect thereto, have been prepared in accordance with United States generally accepted accounting principles (“GAAP”) GAAP (except, in the case of unaudited interim financial statements, as permitted by Form 10-Q of the SEC) applied on a consistent basis during the periods involved (except as may be indicated in the notes thereto) and fairly present in all material respects the consolidated financial position of the Company and its consolidated subsidiaries as of the dates thereof and the consolidated results of their operations and cash flows for the periods shown then ended (subject, in the case of unaudited interim financial statements, to normal recurring year-end audit adjustments). Except as set forth in the Filed Company SEC Documents filed by the Company with the SEC and publicly available prior to the date of this Agreement (the “Filed Company SEC Documents”as defined in Section 3.08), or as incurred in the ordinary course of business since the date of the last balance sheet included in the Filed Company SEC Documents, neither the Company nor any Company Subsidiary has any liabilities liability or obligations obligation of any nature (whether accrued, absolute, contingent or otherwise) that are required by GAAP to be set forth on a consolidated balance sheet of the Company and its consolidated subsidiaries or in the notes thereto and that, individually or in the aggregate, have has had or would reasonably be expected to have a Company Material Adverse Effect. (c) The Company 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 (A) that transactions are recorded as necessary to permit preparation of financial statements in conformity with GAAP, consistently applied, (B) that transactions are executed only in accordance with the authorization of management and (C) regarding prevention or timely detection of the unauthorized acquisition, use or disposition of the Company’s properties or assets.

SEC Documents; Undisclosed Liabilities. (a) The Company has furnished or filed all required reports, schedules, forms, forms and registration statements and other documents (including exhibits and other information incorporated therein) required to be furnished or filed with the SEC by the Company since January 1, 2019 1998 (collectively, and in each case including all exhibits and schedules thereto and documents incorporated by reference therein, the documents referred to in this Section 5.07(a) being referred to collectively as the “Company "SEC Documents”"). (b) Each Company . As of their respective dates, the SEC Document (i) at the time filed, Documents complied as to form in all material respects with the requirements of the Exchange Act and the Securities Act of 1933, as amended (or the “Securities Exchange Act”), as the case may be, and the rules and regulations of the SEC promulgated thereunder applicable to such Company SEC Document Documents, and none of the SEC Documents (iiincluding any and all financial statements included therein) 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 or the Closing Date, then at the time as of such filing or amendment) contain 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 consolidated financial statements of the Company included in the Company SEC Documents comply as to form in all material respects with applicable accounting requirements and the published rules and regulations of the SEC with respect thereto, have been prepared in accordance with United States generally accepted accounting principles (“GAAP”) (except, in the case of unaudited interim financial 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 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 then ended (subject, in the case of unaudited interim financial quarterly statements, to normal year-end audit adjustments). Except as set forth in on Section 4.5 of the Company SEC Documents filed by the Company with the SEC and publicly available prior to the date of this Agreement (the “Filed Company SEC Documents”)Disclosure Schedule, or as incurred in the ordinary course of business since the date of the last balance sheet included in the Filed Company SEC DocumentsDecember 31, 1999, neither the Company nor any Company Subsidiary of its subsidiaries, has incurred any liabilities or obligations of any nature (whether accrued, absolute, contingent or otherwise) that are required by GAAP required, if known, to be set forth reflected or reserved against on a consolidated balance sheet of the Company prepared in accordance with GAAP except (i) as and to the extent set forth or reflected on the audited balance sheet of the Company and its consolidated subsidiaries or as of December 31, 1999 (including the notes thereto), (ii) as incurred in connection with the transactions contemplated by this Agreement, (iii) as incurred after December 31, 1999 in the notes thereto ordinary course of business and thatconsistent with past practice, (iv) as described in the SEC Documents filed since December 31, 1999 (the "Recent SEC Documents"), or (v) as would not, individually or in the aggregate, have had or would reasonably be expected to have a Company Material Adverse Effect. (c) The Company 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 (A) that transactions are recorded as necessary to permit preparation of financial statements in conformity with GAAP, consistently applied, (B) that transactions are executed only in accordance with the authorization of management and (C) regarding prevention or timely detection of the unauthorized acquisition, use or disposition of the Company’s properties or assets.

SEC Documents; Undisclosed Liabilities. (a) The Company has furnished or filed all reports, schedules, forms, statements and other documents (including exhibits and other information incorporated therein) required to be furnished or filed by the Company with the SEC by the Company since January 1December 28, 2019 1997 (the documents referred to in this Section 5.07(a) being referred to collectively as the “Company "COMPANY SEC Documents”DOCUMENTS"). (b) Each . As of its respective date, each Company SEC Document (i) at the time filed, complied as to form in all material respects with the requirements of the Exchange Act and or the Securities Act of 1933, as amended (the “Securities Act”"SECURITIES ACT"), as the case may be, and the rules and regulations of the SEC promulgated thereunder applicable to such Company 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 or the Closing Date, 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. Except to the extent that information contained in any Company SEC Document has been revised or superseded by a later filed Company SEC Document, none of the Company 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 the Company included in the Company SEC Documents comply as to form in all material respects with applicable accounting requirements and the published rules and regulations of the SEC with respect thereto, have been prepared in accordance with United States generally accepted accounting principles (“"GAAP”") (except, in the case of unaudited interim financial statements, as permitted by Form 10-Q of the SEC) applied on a consistent basis during the periods involved (except as may be indicated in the notes thereto) and fairly present in all material respects the consolidated financial position of the Company and its consolidated subsidiaries as of the dates thereof and the consolidated results of their operations and cash flows for the periods shown then ended (subject, in the case of unaudited interim financial statements, to normal year-end audit adjustments). Except as set forth on the face of, or in the Company SEC Documents filed by notes to, the most recent balance sheet of the Company with the SEC and publicly available prior to the date of this Agreement (the “Filed Company SEC Documents”), or as incurred in the ordinary course of business since the date of the last balance sheet included in the Filed Company SEC DocumentsDocuments (as defined in Section 3.08), neither the Company nor any Company Subsidiary has had, as of such date, any liabilities or obligations of any nature (whether accrued, absolute, contingent or otherwise) that are required by GAAP to be set forth on a consolidated balance sheet of the Company and its consolidated subsidiaries or in the notes thereto and that, individually or in the aggregate, have had or would reasonably be expected to have a Company Material Adverse Effectthereto. (c) The Company 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 (A) that transactions are recorded as necessary to permit preparation of financial statements in conformity with GAAP, consistently applied, (B) that transactions are executed only in accordance with the authorization of management and (C) regarding prevention or timely detection of the unauthorized acquisition, use or disposition of the Company’s properties or assets.

SEC Documents; Undisclosed Liabilities. (a) The Company has furnished or filed all reports, schedules, forms, statements and other documents (including exhibits and other information incorporated by reference therein) required to be furnished or filed with the SEC by the Company since with the Securities and Exchange Commission (the “SEC”) on or after January 1, 2019 (such documents, together with any documents filed during such period by the documents referred to in this Section 5.07(a) being referred to collectively as Company with the SEC on a voluntary basis on Form 8-K or otherwise, the “Company SEC Documents”). (b) Each As of their respective dates (or, if amended prior to the Reference Date, as finally amended prior to the Reference Date), the Company SEC Document (i) at the time filed, Documents complied as to form in all material respects with the requirements of the Exchange Act and 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 Company SEC Document and (ii) did not at Documents, each as in effect on the time it was date so filed (or if amended or superseded by a filing or amendment prior to the date of this Agreement or the Closing Dateamended), then at the time of such filing or amendment) 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. Except to the extent that information contained in any Company SEC Document has been revised or superseded by a later Company SEC Document, none of the Company 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 the Company included in the Company SEC Documents comply as to form in all material respects with applicable accounting requirements and the published rules and regulations of the SEC with respect thereto, have been prepared in accordance with United States generally accepted accounting principles in the United States (“GAAP”) (except, in the case of unaudited interim financial statements, as permitted by Form 10-Q of the SEC) applied on a consistent basis during the periods involved (except as may be indicated in the notes thereto) and fairly present in all material respects the consolidated financial position of the Company and its consolidated subsidiaries as of the dates thereof and the consolidated results of their operations and cash flows for the periods shown (subject, in the case of unaudited interim financial statements, to normal year-end audit adjustments). . (c) Except (i) as set forth in the Company SEC Documents filed by the Company with the SEC and publicly available prior to the date of this Agreement (the “Filed Company SEC Documents”), or as incurred in the ordinary course of business since the date of the last balance sheet included in the Filed Company SEC Documents, (ii) as incurred by or on behalf of the Company under, or otherwise permitted by, this Agreement or otherwise in connection with the Transactions, (iii) as incurred in connection with performance of the Company’s obligations under its Contracts to the extent such liabilities and obligations do not arise out of any breach or default under such Contract on the part of the Company or any Company Subsidiary and (iv) as has not had, and would not reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effect, neither the Company nor any Company Subsidiary has any liabilities or obligations of any nature (whether accrued, absolute, contingent or otherwise) that are ), whether or not required by GAAP to be set forth on a consolidated balance sheet of the Company and its consolidated subsidiaries or in the notes thereto thereto. (d) None of the Company Subsidiaries is, or has at any time been, subject to the reporting requirements of Sections 13(a) and that15(d) of the Exchange Act. (e) Each of the principal executive officer and the principal financial officer of the Company has made all certifications required by Rule 13a-14 or 15d-14 under the Exchange Act or Sections 302 and 906 of the Sxxxxxxx-Xxxxx Act of 2002 (“SOX”) and the rules and regulations of the SEC promulgated thereunder with respect to the Company SEC Documents, individually and the statements contained in such certifications are true and correct. For purposes of the preceding sentence hereof, “principal executive officer” and “principal financial officer” shall have the meanings given to such terms in SOX. Neither the Company nor any of the Company Subsidiaries has outstanding, or has arranged any outstanding, “extensions of credit” to directors or executive officers within the meaning of Section 402 of SOX. (f) The Company has not received any oral or written notification of any (i) “significant deficiency”, (ii) “material weakness” in the aggregateCompany’s and the Company Subsidiaries’ internal controls, or (iii) fraud, whether or not material, that involves management or other employees of the Company who have had or would a significant role in the internal controls over financial reporting, and, to the knowledge of the Company and the Company Subsidiaries, there is no set of circumstances that could reasonably be expected to result in a “significant deficiency”, “material weakness” or fraud in the internal controls of the Company or any of the Company Subsidiaries that is required to file reports with the SEC under the Exchange Act. For purposes of this Agreement, the terms “significant deficiency” and “material weakness” shall have a the meanings assigned to them in the Release 2004-001 of the Public Company Material Adverse EffectAccounting Oversight Board, as in effect on the date hereof. (cg) Neither the Company nor any of the Company Subsidiaries is a party to, or has any commitment to become a party to, any material joint venture, off-balance sheet, partnership or any similar contract or arrangement or any “off-balance sheet arrangements” (as defined in Item 303(a) of Regulation S-K of the SEC). (h) The Company 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 (A) regarding the reliability of the Company’s financial reporting and the preparation of financial statements for external purposes in accordance with GAAP, (B) that transactions are recorded as necessary to permit preparation of financial statements in conformity accordance with GAAP, consistently applied, (BC) that transactions receipts and expenditures of the Company are executed being made only in accordance with the authorization of management and directors of the Company and (CD) regarding prevention or timely detection of the unauthorized acquisition, use or disposition of the Company’s properties or assetsassets that could have a material effect on the Company’s financial statements. (i) The Company maintains “disclosure controls and procedures” (as such term is defined in Rule 13a-15 (e) of the Exchange Act) that comply with the requirements of the Exchange Act, and such disclosure controls and procedures are effective. (j) The Company has been for the past two (2) years in material compliance with the applicable provisions of SOX, the rules and regulations of the SEC adopted in connection therewith, and the applicable listing standards and corporate governance rules of the NASDAQ.

SEC Documents; Undisclosed Liabilities. (a) The Company has furnished or filed all reports, schedules, forms, statements and other documents (including exhibits and other information incorporated therein) required to be furnished or filed by the Company with the SEC by the Company since January 1, 2019 2000 (the documents referred to in this Section 5.07(a) being referred to collectively as the “Company "COMPANY SEC Documents”DOCUMENTS"). (b) Each . As of its respective date, each Company SEC Document (i) at the time filed, complied as to form in all material respects with the applicable requirements of the Exchange Act and or the Securities Act of 1933, as amended (the “Securities Act”"SECURITIES ACT"), as the case may be, and the rules and regulations of the SEC promulgated thereunder applicable to such Company SEC Document Document, each as in effect on the date so filed, 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 or the Closing Date, 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. Except to the extent that information contained in any Company SEC Document has been revised or superseded by a later filed Company SEC Document, none of the Company 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 the Company included in the Company SEC Documents comply as to form in all material respects with applicable accounting account ing requirements and the published rules and regulations of the SEC with respect thereto, have been prepared in accordance with United States generally accepted accounting principles (“"GAAP”") (except, in the case of unaudited interim financial 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 stated in the notes theretosuch financial statements) and fairly present in all material respects the consolidated financial position of the Company and its consolidated subsidiaries as of the dates thereof and the consolidated results of their operations and cash flows for the periods shown then ended (subject, in the case of unaudited interim financial statements, to normal year-end audit adjustments). Except as set forth in the Filed Company SEC Documents filed by the Company with the SEC and publicly available prior to the date of this Agreement (the “Filed Company SEC Documents”as defined in Section 3.08), or as incurred in the ordinary course of business since the date of the last balance sheet included in the Filed Company SEC Documents, neither the Company nor any Company Subsidiary has any liabilities or obligations of any nature (whether accrued, absolute, contingent or otherwise) that are required by GAAP to be set forth on a consolidated balance sheet of the Company and its consolidated subsidiaries or in the notes thereto and that, individually or in the aggregate, have had or would reasonably be expected to have a Company Material Adverse Effect. (c) The Company 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 (A) that transactions are recorded as necessary to permit preparation of financial statements in conformity with GAAP, consistently applied, (B) that transactions are executed only in accordance with the authorization of management and (C) regarding prevention or timely detection of the unauthorized acquisition, use or disposition of the Company’s properties or assets.