Common use of SEC Documents; Undisclosed Liabilities Clause in Contracts

SEC Documents; Undisclosed Liabilities. The Company has filed all required reports, schedules, forms, statements and other documents with the SEC since December 31, 2000 (including all filed reports, schedules, forms, statements and other documents whether or not required, the "Company SEC Documents"). As of their respective dates of filing with the SEC, the Company SEC Documents complied in all material respects with the requirements of the Securities Act of 1933, as amended (the "Securities Act"), or the Exchange Act, as the case may be, and the rules and regulations of the SEC promulgated thereunder applicable to the Company SEC Documents, and none of the Company SEC Documents contained any untrue statement of a material fact or omitted to state a material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading. The 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 U.S. generally accepted accounting principles (except, in the case of unaudited statements, as permitted by Form 10-Q of the SEC) applied on a consistent basis during the periods involved (except as may be indicated in the notes thereto) and fairly present the consolidated financial position of the Company and its consolidated subsidiaries as of the dates thereof and the consolidated results of their operations and cash flows for the periods then ended (subject, in the case of unaudited statements, to normal year-end adjustments). Except 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 and liabilities and obligations incurred in the ordinary course of business since the date of the most recent audited consolidated balance sheet included in the Company SEC Documents 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 of its subsidiaries has any liabilities or obligations of any nature (whether accrued, absolute, contingent or otherwise).

SEC Documents; Undisclosed Liabilities. (a) The Company has filed all required reports, schedules, forms, statements and other documents required to be filed by the Company with the SEC since December 31January 1, 2000 2003 (including all filed reports, schedules, forms, statements and other documents whether or not required, the "“Company SEC Documents"”). . (b) As of their its respective dates of filing with the SECdate, the each Company SEC Documents Document complied as to form in all material respects with the requirements of the Exchange Act or the Securities Act of 1933, as amended (the "“Securities Act"”), or the Exchange Act, as the case may be, and the rules and regulations of the SEC promulgated thereunder applicable to the such Company SEC DocumentsDocument, and none of the Company SEC Documents contained did not contain any untrue statement of a material fact or omitted omit to state a material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading, 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 U.S. generally accepted accounting principles (“GAAP”) (except, in the case of unaudited statements, as permitted by Form 10-Q of the SEC) applied on a consistent basis during the periods involved (except as may be indicated in the notes thereto) and fairly present presented the consolidated financial position of the Company and its consolidated subsidiaries as of the dates thereof and the consolidated results of their operations and cash flows for the periods then ended (subject, in the case of unaudited statements, to normal year-end audit adjustments). Except for liabilities and obligations reflected or reserved for on the most recent audited consolidated financial statements and the notes thereto included . (c) Other than as disclosed in the Company SEC Documents and liabilities and obligations incurred in Financial Statements (including the ordinary course notes thereto), as of business since the date of the most recent audited consolidated balance sheet included in the Company SEC Documents 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 Companythis Agreement, neither the Company nor any of its subsidiaries Company Subsidiary has any liabilities or obligations of any nature (whether accrued, absolute, contingent or otherwise), other than (i) liabilities or obligations incurred since March 27, 2004 in the ordinary course of business, (ii) liabilities and obligations relating to, or incurred in connection with, the Transactions, and (iii) liabilities and obligations which, individually or in the aggregate, would not have or result in a Company Material Adverse Effect.

SEC Documents; Undisclosed Liabilities. The Company Since January 1, 1997, Parent has filed all required reports, schedules, forms, statements and other documents (including exhibits and all other information incorporated therein) with the SEC since December 31, 2000 (including all filed reports, schedules, forms, statements and other documents whether or not required, the "Company Parent SEC Documents"). As of their respective dates of filing with the SECdates, the Company Parent SEC Documents complied in all material respects with the requirements of the Securities Act of 1933, as amended (the "Securities Act"), or the Exchange Act, as the case may be, and the rules and regulations of the SEC promulgated thereunder applicable to the Company such Parent SEC Documents, and none of the Company Parent SEC Documents when filed (as amended and restated and as supplemented by subsequently filed Parent SEC Documents) contained any untrue statement of a material fact or 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 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 U.S. generally accepted accounting principles GAAP (except, in the case of unaudited statements, as permitted by Form 10-Q of the SEC) applied on a consistent basis during the periods involved (except as may be indicated in the notes thereto) and fairly present in all material respects the consolidated financial 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 then ended (subject, in the case of unaudited statements, to normal year-end audit adjustments). Except for liabilities and obligations (i) as reflected or reserved for on the most recent audited consolidated in such financial statements and or in the notes thereto included in the Company SEC Documents and or (ii) for liabilities and obligations incurred in connection with this Agreement or the ordinary course of business since the date of the most recent audited consolidated balance sheet included in the Company SEC Documents 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 Companytransactions contemplated hereby, neither the Company Parent nor any of its subsidiaries has any liabilities or obligations of any nature (whether accruedwhich, absoluteindividually or in the aggregate, contingent or otherwise)would have a material adverse effect on Parent.

SEC Documents; Undisclosed Liabilities. The Company (i) BBLU has filed all required reports, schedules, forms, statements and other documents required to be filed by BBLU with the SEC since December 31September 11, 2000 2010 pursuant to Sections 13(a), 14 (including all filed reports, schedules, forms, statements a) and other documents whether or not required, 15(d) of the "Company Exchange Act (the “BBLU SEC Documents"”). . (ii) As of their its respective dates of filing with the SECdate, the Company each BBLU SEC Documents Document complied in all material respects with the requirements of the Securities Exchange Act of 1933, as amended (the "Securities Act"), or the Exchange Act, as the case may be, and the rules and regulations of the SEC promulgated thereunder applicable to the Company such BBLU SEC Documents, and none of the Company SEC Documents contained did not contain any untrue statement of a material fact or omitted omit to state a material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading. 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 U.S. generally accepted accounting principles GAAP (except, in the case of unaudited 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 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 then ended shown (subject, in the case of unaudited statements, to normal year-end audit adjustments). . (iii) Except for liabilities and obligations reflected or reserved for on the most recent audited consolidated financial statements and the notes thereto included as set forth in the Company BBLU SEC Documents and liabilities and obligations incurred in the ordinary course of business since the date of the most recent audited consolidated balance sheet included in the Company SEC Documents and except for liabilities and obligations whichDocuments, individually or in the aggregate, would not be reasonably likely to have a material adverse effect on the Company, neither the Company nor any of its subsidiaries BBLU has any no liabilities or obligations of any nature (whether accrued, absolute, contingent or otherwise)) required by GAAP to be set forth on a balance sheet of BBLU or in the notes thereto.

SEC Documents; Undisclosed Liabilities. The Company has and the Company Subsidiaries have filed all required reports, schedules, forms, statements and other documents required to be filed by the Company or any Company Subsidiary with the SEC since December 31January 1, 2000 1998 (including all filed reports, schedules, forms, statements and other documents whether or not required, the "Company SEC Documents"). As of their respective dates of filing with the SEC, the Each Company SEC Documents Document complied in all material respects as of its respective date with the requirements of the Exchange Act or 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 the such Company SEC DocumentsDocument, and none of except to the extent that information contained in any Company SEC Documents contained Document has been revised or superseded by a later filed Company SEC Document, does not contain any untrue statement of a material fact or omitted omit to state a material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading. 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 U.S. generally accepted accounting principles ("GAAP") (except, in the case of unaudited statements, as permitted by Form 10-Q of the SEC) applied on a consistent basis during the periods involved (except as may be indicated in the notes thereto) and fairly present the consolidated financial position of the Company and its consolidated subsidiaries as of the dates thereof and the consolidated results of their operations and cash flows for the periods then ended (subject, in the case of unaudited statements, to normal year-end audit adjustments). Except for liabilities and obligations reflected or reserved for on the most recent audited consolidated financial statements and the notes thereto included as set forth in the Filed Company SEC Documents and liabilities and obligations (as defined in Section 3.08) or the Company Disclosure Letter or incurred after the date hereof in the usual, regular and ordinary course of business since in substantially the date of the most recent audited consolidated balance sheet included in the Company SEC Documents same manner as previously conducted 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 Companyprohibited by this Agreement, neither the Company nor any of its subsidiaries Company Subsidiary has any liabilities or obligations of any nature (whether accrued, absolute, contingent or otherwise)) 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, could reasonably be expected to have a Company Material Adverse Effect.

SEC Documents; Undisclosed Liabilities. The Company has filed all required reports, schedules, forms, statements and other documents with the SEC since December 31January 26, 2000 2002 (including all filed reports, schedules, forms, statements and other documents whether or not required, the "Company SEC Documents"). As of their respective dates of filing with the SECits date, the each Company SEC Documents Document complied in all material respects with the requirements of the Securities Act of 1933, as amended (the "Securities Act"), ) or the Exchange Act, as the case may be, and the rules and regulations of the SEC promulgated thereunder applicable to the such Company SEC Documents, and none of the Company SEC Documents contained did not contain any untrue statement of a material fact or omitted omit to state a material fact required to be stated therein or necessary in order to make the statements thereintherein (other than in the case of registration statements of the Company filed under the Securities Act, in light of the circumstances under which they were made, ) not misleading, except to the extent that such Company SEC Document has been modified or superseded by a later filed Company SEC Document. The consolidated financial statements of the Company included in the Company SEC Documents comply Company's (i) annual report on Form 10-K for the fiscal year ended January 25, 2003 and (ii) quarterly report on Form 10-Q for the quarterly period ended April 26, 2003, complied at the time they were filed as to form in all material respects with applicable accounting requirements and the published rules and regulations of the SEC with respect thereto, have been prepared in accordance with U.S. generally accepted accounting principles in the United States ("GAAP") (except, in the case of unaudited statements, as permitted by Form 10-Q of the SEC) applied on a consistent basis during the periods involved (except as may be indicated in the notes thereto) and each fairly present presented in all material respects the consolidated financial 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 then ended (subject, in the case of unaudited statements, to normal year-end audit adjustments). Except for liabilities and obligations reflected incurred in connection with the transactions contemplated by this Agreement or reserved for on the most recent audited consolidated financial statements and the notes thereto included in the Company SEC Documents and liabilities and obligations incurred in the ordinary course of business since the date of the most recent audited consolidated balance sheet included in the Company SEC Documents 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 CompanyDocuments, neither the Company nor any of its subsidiaries Company Subsidiary has any liabilities or obligations of any nature (whether accrued, absolute, contingent or otherwise)) required by GAAP to be set forth on a consolidated balance sheet of the Company or the notes thereto which, individually or in the aggregate, would have a Company Material Adverse Effect. None of the Company Subsidiaries is subject to the informational reporting requirements of Section 13 of the Exchange Act.

SEC Documents; Undisclosed Liabilities. (a) The Company has filed all required reports, schedules, forms, statements and other documents required to be filed by the Company with the SEC since December 31, 2000 2009 pursuant to Sections 13(a) and 15(d) of the Exchange Act. (including all filed reportsb) As of its respective date, schedules, forms, statements and other documents whether or not required, the "each Company SEC Documents"). As of their respective dates of filing Document filed with the SEC, the Company SEC Documents complied in all material respects with the requirements of the Securities Exchange Act of 1933, as amended (the "Securities Act"), or the Exchange Securities Act, as the case may be, and the rules and regulations of the SEC promulgated thereunder applicable to the such Company SEC DocumentsDocument, and none of the Company SEC Documents contained did not contain any untrue statement of a material fact or omitted omit to state a material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading. 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 U.S. generally accepted accounting principles (except, in the case of unaudited 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 then ended shown (subject, in the case of unaudited statements, to normal year-end audit adjustments). . (c) Except for liabilities and obligations (i) as reflected or reserved for on against in the most recent audited consolidated financial statements and balance sheet (or the notes thereto thereto) as of December 31, 2010 included in the Company SEC Documents and Documents, (ii) as permitted or contemplated by this Agreement, (iii) for liabilities and obligations incurred since December 31, 2010 in the ordinary course of business since the date of the most recent audited consolidated balance sheet included business, and (iv) for liabilities or obligations which have been discharged or paid in full in the Company SEC Documents 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 Companyordinary course of business, neither the Company nor any of its subsidiaries Subsidiaries has any liabilities or obligations of any nature (nature, whether or not accrued, absolute, contingent or otherwise, that would be required by GAAP to be reflected on a consolidated balance sheet of the Company and its consolidated Subsidiaries (or in the notes thereto), other than those that would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect on the Company. (d) 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 (i) 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 accordance with GAAP, and that the Company’s and its Subsidiaries’ receipts and expenditures are being made only in accordance with authorizations of the Company’s management and directors; and (iii) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use or disposition of the Company’s 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 submits 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. The Company (a) BTHC has filed all required reports, schedules, forms, statements and other documents required to be filed by it with the SEC since December 31September 21, 2000 2006, pursuant to Sections 13(a), 14(a) and 15(d) of the Exchange Act (including all filed reports, schedules, forms, statements and other documents whether or not required, the "Company “SEC Documents"Reports”). . (b) As of their its respective dates of filing with the SECdate, the Company each SEC Documents Report complied in all material respects with the requirements of the Securities Exchange Act of 1933, as amended (the "Securities Act"), or the Exchange Act, as the case may be, and the rules and regulations of the SEC promulgated thereunder applicable to such SEC Report. Except to the Company extent that information contained in any SEC DocumentsReport has been revised or superseded by a later SEC Report, and none of the Company SEC Documents contained Reports contains any untrue statement of a material fact or omitted 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 the U.S. generally accepted accounting principles (except, in the case of unaudited 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 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 then ended shown (subject, in the case of unaudited statements, to normal year-end audit adjustments). . (c) Except for liabilities and obligations reflected or reserved for on the most recent audited consolidated financial statements and the notes thereto included as set forth in the Company SEC Documents and liabilities and obligations incurred in the ordinary course of business since the date of the most recent audited consolidated balance sheet included in the Company SEC Documents and except for liabilities and obligations whichReports, individually or in the aggregate, would not be reasonably likely to have a material adverse effect on the Company, neither the Company nor any of its subsidiaries BTHC has any no liabilities or obligations of any nature (whether accrued, absolute, contingent or otherwise)) required by U.S. generally accepted accounting principles to be set forth on a balance sheet of BTHC or in the notes thereto. There are no financial or contractual obligations and liabilities (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, Megaway or the Shareholder following the Closing.

SEC Documents; Undisclosed Liabilities. The Company has filed all required reports, schedules, forms, statements and other documents required to be filed by the Company with the SEC since December 3128, 2000 1997 (including all filed reports, schedules, forms, statements and other documents whether or not required, the "Company COMPANY SEC DocumentsDOCUMENTS"). As of their its respective dates of filing with the SECdate, the each Company SEC Documents Document complied in all material respects with the requirements of the Exchange Act or the Securities Act of 1933, as amended (the "Securities ActSECURITIES ACT"), or the Exchange Act, as the case may be, and the rules and regulations of the SEC promulgated thereunder applicable to the such Company SEC DocumentsDocument, and none of the Company SEC Documents contained did not contain any untrue statement of a material fact or omitted omit to state a material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading. 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 U.S. generally accepted accounting principles ("GAAP") (except, in the case of unaudited statements, as permitted by Form 10-Q of the SEC) applied on a consistent basis during the periods involved (except as may be indicated in the notes thereto) and fairly present the consolidated financial position of the Company and its consolidated subsidiaries as of the dates thereof and the consolidated results of their operations and cash flows for the periods then ended (subject, in the case of unaudited statements, to normal year-end audit adjustments). Except for liabilities and obligations reflected as set forth on the face of, or reserved for on in the notes to, the most recent audited consolidated financial statements and balance sheet of the notes thereto Company included in the Filed Company SEC Documents and liabilities and obligations incurred (as defined in the ordinary course of business since the date of the most recent audited consolidated balance sheet included in the Company SEC Documents 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 CompanySection 3.08), neither the Company nor any Company Subsidiary had, as of its subsidiaries has such date, any liabilities or obligations of any nature (whether accrued, absolute, contingent or otherwise)) required by GAAP to be set forth on a consolidated balance sheet or in the notes thereto.

SEC Documents; Undisclosed Liabilities. (a) The Company has filed all required reports, schedules, forms, statements and other documents required to be filed by the Company with the SEC since December 31, 2000 2009 pursuant to Sections 13(a) and 15(d) of the Exchange Act. (including all filed reportsb) As of its respective date, schedules, forms, statements and other documents whether or not required, the "each Company SEC Documents"). As of their respective dates of filing Document filed with the SEC, the Company SEC Documents complied in all material respects with the requirements of the Securities Exchange Act of 1933, as amended (the "Securities Act"), or the Exchange Securities Act, as the case may be, and the rules and regulations of the SEC promulgated thereunder applicable to the such Company SEC DocumentsDocument, and none of the Company SEC Documents contained did not contain any untrue statement of a material fact or omitted omit to state a material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading. 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 U.S. generally accepted accounting principles (except, in the case of unaudited 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 then ended shown (subject, in the case of unaudited statements, to normal year-end audit adjustments). . (c) Except for liabilities and obligations (i) as reflected or reserved for on against in the most recent audited consolidated financial statements and balance sheet (or the notes thereto thereto) as of December 31, 2010 included in the Company SEC Documents and Documents, (ii) as permitted or contemplated by this Agreement, (iii) for liabilities and obligations incurred since December 31, 2010 in the ordinary course of business since the date of the most recent audited consolidated balance sheet included business, and (iv) for liabilities or obligations which have been discharged or paid in full in the Company SEC Documents 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 Companyordinary course of business, neither the Company nor any of its subsidiaries Subsidiaries has any liabilities or obligations of any nature (nature, whether or not accrued, absolute, contingent or otherwise, that would be required by GAAP to be reflected on a consolidated balance sheet of the Company and its consolidated Subsidiaries (or in the notes thereto), other than those that would not reasonably be expected to have a Material Adverse Effect on the Company. (d) 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 (i) 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 accordance with GAAP, and that the Company’s and its Subsidiaries’ receipts and expenditures are being made only in accordance with authorizations of the Company’s management and directors; and (iii) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use or disposition of the Company’s 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 submits 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. The Company Berkshire has filed -------------------------------------- all required reports, schedules, forms, statements and other documents with the SEC since December 31January 1, 2000 1996 (collectively, and in each case, including all filed reports, schedules, forms, statements exhibits and other schedules thereto and documents whether or not requiredincorporated by reference therein, the "Company Berkshire SEC Documents"). As of their respective dates of filing with the SECdates, the Company Berkshire SEC Documents complied in all material respects with the requirements of the Securities Act of 1933, as amended (the "Securities Act"), or the Exchange Act, as the case may be, and the rules and regulations of the SEC promulgated thereunder applicable to the Company such Berkshire SEC Documents, and none of the Company Berkshire SEC Documents (including any and all financial statements included therein) as of such date contained any untrue statement of a material fact or omitted to state a material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading. 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 U.S. generally accepted accounting principles (except, in the case of unaudited consolidated quarterly statements, as permitted by Form 10-Q of the SEC) applied on a consistent basis during the periods involved (except as may be indicated in the notes thereto) and fairly present 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 then ended (subject, in the case of unaudited quarterly statements, to normal year-end audit adjustments). Except 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 and liabilities and obligations incurred in the ordinary course of business since the date of the most recent audited consolidated balance sheet included in the Company SEC Documents and except for liabilities and obligations whichSince December 31, individually or in the aggregate, would not be reasonably likely to have a material adverse effect on the Company1997, neither the Company Berkshire nor any of its subsidiaries has incurred any liabilities or obligations of any nature (whether accrued, absolute, contingent or otherwise) except (i) as and to the extent set forth on the audited balance sheet of Berkshire and its subsidiaries as of December 31, 1997 (including the notes thereto), (ii) as incurred in connection with the transactions contemplated by this Agreement or the Stock Option Agreement, (iii) as incurred after December 31, 1997 in the ordinary course of business and consistent 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 a material adverse effect with respect to Berkshire.

SEC Documents; Undisclosed Liabilities. (a) The Company has filed all required reports, schedules, forms, statements and other documents required to be filed by the Company with the SEC since December 31, 2000 2009 pursuant to Sections 13(a) and 15(d) of the Exchange Act. (including all filed reportsb) As of its respective date, schedules, forms, statements and other documents whether or not required, the "each Company SEC Documents"). As of their respective dates of filing Document filed with the SEC, the Company SEC Documents complied in all material respects with the requirements of the Securities Exchange Act of 1933, as amended (the "Securities Act"), or the Exchange Securities Act, as the case may be, and the rules and regulations of the SEC promulgated thereunder applicable to the such Company SEC DocumentsDocument, and none of the Company SEC Documents contained did not contain any untrue statement of a material fact or omitted omit to state a material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading. 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 U.S. generally accepted accounting principles (except, in the case of unaudited 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 then ended shown (subject, in the case of unaudited statements, to normal year-end audit adjustments). . (c) Except for liabilities and obligations (i) as reflected or reserved for on against in the most recent audited consolidated financial statements and balance sheet (or the notes thereto thereto) as of December 31, 2010 included in the Company SEC Documents and Documents, (ii) as permitted or contemplated by this Agreement, (iii) for liabilities and obligations incurred since December 31, 2010 in the ordinary course of business since the date of the most recent audited consolidated balance sheet included business, and (iv) for liabilities or obligations which have been discharged or paid in full in the Company SEC Documents 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 Companyordinary course of business, neither the Company nor any of its subsidiaries Subsidiaries has any liabilities or obligations of any nature (nature, whether or not accrued, absolute, contingent or otherwise, that would be required by GAAP to be reflected on a consolidated balance sheet of the Company and its consolidated Subsidiaries (or in the notes thereto), other than those that would not, individually or in the aggregate, reasonably be expected to have a Company Material Adverse Effect. (d) 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 (i) 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 accordance with GAAP, and that the Company’s and its Subsidiaries’ receipts and expenditures are being made only in accordance with authorizations of the Company’s management and directors; and (iii) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use or disposition of the Company’s 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 submits 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. The Company (a) PSI has 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 (together with the SEC since December 31, 2000 (including all filed reports, schedules, forms, statements and other documents whether or not requiredPSI Form SB-2, the "Company PSI SEC Documents"). As of their respective dates of filing with the SECdates, the Company PSI SEC Documents complied as to form in all material respects with the requirements of the Securities Act of 1933, as amended (the "Securities Act"), or the Exchange Act, as the case may be, and the rules and regulations of the SEC promulgated thereunder applicable to the Company SEC Documents, and none of the Company PSI SEC Documents when filed contained any untrue statement of a material fact or omitted to state a material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading. The . (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 U.S. generally accepted accounting principles (except, in the case of unaudited 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, 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 then ended (subject, in the case of unaudited statements, to normal year-end audit adjustments). Except for liabilities and obligations reflected or reserved for on . (c) Attached hereto as Schedule 4.5 are the most recent audited consolidated 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 notes thereto included results of its operations and cash flows for the period then ended. (d) Except as set forth in the Company filed PSI SEC Documents and liabilities and obligations incurred Documents, or in the ordinary course Schedule 4.5, as of business since the date of the most recent audited consolidated balance sheet included in the Company SEC Documents and except for liabilities and obligations whichthis Agreement, individually or in the aggregate, would PSI does not be reasonably likely to have a material adverse effect on the Company, neither the Company nor any of its subsidiaries has any liabilities or obligations of any nature (whether accrued, absolute, contingent or otherwise)) required by generally accepted accounting principles to be recognized or disclosed on a balance sheet of PSI or in the notes thereto and which, individually or in the aggregate, would have a material adverse effect on PSI. (e) 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 Proxy Statement shall comply as to form in all material respects with the applicable provisions of the Exchange Act and the rules and regulations promulgated thereunder and any Other Filings filed by PSI shall comply as to form in all material respects with all applicable requirements of law.

SEC Documents; Undisclosed Liabilities. The To its knowledge, the Company has filed all required reports, schedules, forms, statements and other documents with the SEC since December 31, 2000 1994 (including all filed reports, schedules, forms, statements and other as such documents whether or not requiredhave been amended prior to the date hereof, the "Company SEC Documents"). As of their respective dates of filing with the SECdates, the Company SEC Documents complied in all material respects with the requirements of the Securities Act of 1933, as amended (the "Securities Act"), or the Exchange Act, as the case may be, and the rules and regulations of the SEC promulgated thereunder applicable to the Company such SEC Documents, and none of the Company SEC Documents contained any untrue statement of a material fact or omitted to state a material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading, 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 U.S. generally accepted accounting principles GAAP (except, in the case of unaudited statements, as permitted by Form 10-Q of the SEC) applied on a consistent basis during the periods involved (except as may be indicated in the notes thereto) and fairly present the consolidated financial position of the Company and its 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 then ended (subject, in the case of unaudited statements, to normal year-end adjustmentsaudit adjustments and the absence of footnotes). Except for liabilities and obligations reflected or reserved for on the most recent audited consolidated financial statements and the notes thereto included as set forth in the Company Filed SEC Documents and for liabilities and obligations incurred in the ordinary course of business since after the date of the most recent audited consolidated balance sheet included in the Company SEC Documents and except for liabilities and obligations which, individually hereof or in the aggregate, would not be reasonably likely to have a material adverse effect on the Companyincurred as permitted by this Agreement, neither the Company nor any of its subsidiaries the Company's Subsidiaries has any liabilities or obligations of any nature (whether accrued, absolute, contingent or otherwise)) 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 which, individually or in the aggregate, could reasonably be expected to have a Material Adverse Effect.

SEC Documents; Undisclosed Liabilities. The Company HBO has filed all -------------------------------------- required registration statements, prospectuses, reports, schedules, forms, statements and other documents (including exhibits and all other information incorporated therein) with the SEC since December 31, 2000 1996 (including all filed reports, schedules, forms, statements and other documents whether or not required, the "Company HBO SEC Documents"). As of their respective dates of filing with the SECdates, the Company HBO SEC Documents complied in all material respects with the requirements of the Securities Act of 1933, as amended (the "Securities Act"), or the Exchange Act, as the case may be, and the rules and regulations of the SEC promulgated thereunder applicable to the Company such HBO SEC Documents, and none of the Company HBO SEC Documents when filed contained any untrue statement of a material fact or omitted to state a material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading. The 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 U.S. generally accepted accounting principles GAAP (except, in the case of unaudited statements, as permitted by Form 10-Q of the SEC) applied on a consistent basis during the periods involved (except as may be indicated in the notes thereto) and fairly present the consolidated financial position of the Company HBO and its consolidated subsidiaries as of the dates thereof and the consolidated results of their operations and cash flows for the periods then ended (subject, in the case of unaudited statements, to normal year-end adjustmentsaudit adjustments which are not material). Except for liabilities and obligations (i) as reflected or reserved for on the most recent audited consolidated in such financial statements and or in the notes thereto included in the Company SEC Documents and or (ii) for liabilities and obligations incurred in connection with this Agreement, the ordinary course of business since Option Agreements or the date of the most recent audited consolidated balance sheet included in the Company SEC Documents and except for liabilities and obligations which, individually transactions contemplated hereby or in the aggregate, would not be reasonably likely to have a material adverse effect on the Companythereby, neither the Company HBO nor any of its subsidiaries has any liabilities or obligations of any nature (whether accruedwhich, absoluteindividually or in the aggregate, contingent or otherwise)would have a material adverse effect on HBO.

SEC Documents; Undisclosed Liabilities. The Company has filed all required reports, schedules, forms, forms and registration statements and other documents with the SEC since December 31January 1, 2000 1998 (collectively, and in each case including all filed reports, schedules, forms, statements exhibits and other schedules thereto and documents whether or not requiredincorporated by reference therein, the "Company SEC Documents"). As of their respective dates of filing with the SECdates, the Company SEC Documents complied in all material respects with the requirements of the Securities Act of 1933, as amended (the "Securities Act"), or the Exchange Act, as the case may be, and the rules and regulations of the SEC promulgated thereunder applicable to the Company such SEC Documents, and none of the Company SEC Documents (including any and all financial statements included therein) as of such dates contained any untrue statement of a material fact or omitted to state a material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading. 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 U.S. generally accepted accounting principles (except, in the case of unaudited consolidated quarterly statements, as permitted by Form 10-Q of the SEC) applied on a consistent basis during the periods involved (except as may be indicated in the notes thereto) and fairly present in all material respects the consolidated financial position of the Company and its consolidated subsidiaries as of the dates thereof and the consolidated results of their operations and cash flows for the periods then ended (subject, in the case of unaudited quarterly statements, to normal year-end audit adjustments). Except for liabilities and obligations reflected or reserved for as set forth on the most recent audited consolidated financial statements and the notes thereto included in Section 4.5 of the Company SEC Documents and liabilities and obligations incurred in the ordinary course of business Disclosure Schedule, since the date of the most recent audited consolidated balance sheet included in the Company SEC Documents and except for liabilities and obligations whichDecember 31, individually or in the aggregate, would not be reasonably likely to have a material adverse effect on the Company1999, neither the Company nor any of its subsidiaries subsidiaries, has incurred any liabilities or obligations of any nature (whether accrued, absolute, contingent or otherwise) required, if known, to be 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 subsidiaries 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 ordinary course of business and consistent 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 a Company Material Adverse Effect.

SEC Documents; Undisclosed Liabilities. The Company has filed all required reports, schedules, forms, forms and registration statements and other documents with the SEC since December 31January 1, 2000 1998 (collectively, and in each case including all filed reports, schedules, forms, statements exhibits and other schedules thereto and documents whether or not requiredincorporated by reference therein, the "Company SEC Documents"). As of their respective dates of filing with the SECdates, the Company SEC Documents complied in all material respects with the requirements of the Securities Act of 1933, as amended (the "Securities Act"), or the Exchange Act, as the case may be, and the rules and regulations of the SEC promulgated thereunder applicable to the Company such SEC Documents, and none of the Company SEC Documents (including any and all financial statements included therein) as of such dates contained any untrue statement of a material fact or omitted to state a material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading. 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 U.S. generally accepted accounting principles (except, in the case of unaudited consolidated quarterly statements, as permitted by Form 10-Q of the SEC) applied on a consistent basis during the periods involved (except as may be indicated in the notes thereto) and fairly present in all material respects the consolidated financial position of the Company and its consolidated subsidiaries as of the dates thereof and the consolidated results of their operations and cash flows for the periods then ended (subject, in the case of unaudited quarterly statements, to normal year-end audit adjustments). Except for liabilities and obligations reflected or reserved for as set forth on the most recent audited consolidated financial statements and the notes thereto included in Section 4.5 of the Company SEC Documents and liabilities and obligations incurred in the ordinary course of business Disclosure Schedule, since the date of the most recent audited consolidated balance sheet included in the Company SEC Documents and except for liabilities and obligations whichDecember 31, individually or in the aggregate, would not be reasonably likely to have a material adverse effect on the Company1999, neither the Company nor any of its subsidiaries subsidiaries, has incurred any liabilities or obligations of any nature (whether accrued, absolute, contingent or otherwise) required, if known, to be 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 subsidiaries 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 ordinary course of business and consistent 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 a Company Material Adverse Effect.

SEC Documents; Undisclosed Liabilities. (a) The Company Purchaser has filed all required registration statements, prospectuses, reports, schedules, forms, statements and other documents (including exhibits and all other information incorporated therein) with the SEC Securities and Exchange Commission (the "SEC") since December 31, 2000 1997 (including all filed reports, schedules, forms, statements and other documents whether or not required, the "Company SEC DocumentsReports"). As of their respective dates of filing with the SECdates, the Company SEC Documents Reports complied in all material respects with the requirements of the Securities Act of 1933, as amended (the "Securities Act"), or the Exchange 1934 Act, as the case may be, and the rules and regulations of the SEC promulgated thereunder applicable to the Company such SEC DocumentsReports, and none of the Company SEC Documents Reports when filed contained any untrue statement of a material fact or omitted to state a material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading. The 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 U.S. generally accepted accounting principles GAAP (except, in the case of unaudited 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 then ended (subject, in the case of unaudited statements, to normal year-end audit adjustments). Except (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 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 and Reports; (ii) liabilities and obligations incurred in the ordinary course of business since the date of the most recent audited consolidated balance sheet included SEC Reports in the Company SEC Documents and except for ordinary course of business or publicly announced by the Purchaser through press releases (the "Press Releases"); and (iii) 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 of its subsidiaries has any liabilities or obligations of any nature (whether accrued, absolute, contingent or otherwise)under this Agreement.

SEC Documents; Undisclosed Liabilities. The Company has filed all required reports, schedules, forms, statements and other documents required to be filed by the Company with the SEC since December 31January 1, 2000 (including all filed reports, schedules, forms, statements and other documents whether or not required, the "Company SEC Documents"). As of their its respective dates of filing with the SECdate, the each Company SEC Documents Document complied in all material respects with the applicable requirements of the Exchange Act or 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 the such Company SEC DocumentsDocument, each as in effect on the date so filed, and none of the Company SEC Documents contained did not contain any untrue statement of a material fact or omitted omit to state a material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading. 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 U.S. generally accepted accounting principles ("GAAP") (except, in the case of unaudited statements, as permitted by Form 10-Q of the SEC) applied on a consistent basis during the periods involved (except as may be indicated otherwise stated in such financial statements, including the notes thereto) and fairly present present, in all material respects, the consolidated financial position of the Company and its consolidated subsidiaries as of the dates thereof and the consolidated results of their operations and cash flows for the periods then ended (subject, in the case of unaudited statements, to normal year-end audit adjustments). Except for liabilities and obligations reflected or reserved for on the most recent audited consolidated financial statements and the notes thereto included as set forth in the Filed Company SEC Documents and liabilities and obligations incurred (as defined in the ordinary course of business since the date of the most recent audited consolidated balance sheet included in the Company SEC Documents 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 CompanySection 3.08), neither the Company nor any of its subsidiaries Company Subsidiary has any liabilities or obligations of any nature (whether accrued, absolute, contingent or otherwise)) 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, would reasonably be expected to have a Company Material Adverse Effect, except for liabilities incurred in connection with the performance by the Company of its obligations under this Agreement. Except as set forth in the Filed Company SEC Documents, the Company and each of the Company Subsidiaries have good and marketable title to all of their properties and assets, free and clear of all Liens, except where the failure to have such good or marketable title or the existence of Liens would not reasonably be expected to have a Company Material Adverse Effect.

SEC Documents; Undisclosed Liabilities. The Company has filed all required reports, schedules, forms, statements and other documents (other than reports on Schedule 13D or Schedule 13G) required to be filed by the Company with the SEC since December 31January 1, 2000 1999 (including all filed reportstogether with 18 14 and giving effect to any amendments, schedules, forms, statements supplements and other documents whether or not requiredexhibits thereto and information incorporated by reference therein, the "Company COMPANY SEC DocumentsDOCUMENTS"). As of their its respective dates date, except as supplemented or amended prior to the date of filing with the SECthis Agreement, the each Company SEC Documents Document complied in all material respects with the requirements of the Exchange Act or the Securities Act of 1933, as amended (the "Securities Act"), or the Exchange Actamended, as the case may be, and the rules and regulations of the SEC promulgated thereunder applicable to the such Company SEC DocumentsDocument, and none of the Company SEC Documents contained did not contain any untrue statement of a material fact or omitted omit to state a material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading. 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 U.S. generally accepted accounting principles (except, in the case of unaudited 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 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 then ended (subject, in the case of unaudited statements, to normal year-end adjustments)ended. Except for such 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 and liabilities and obligations incurred in the ordinary course of business since the date of the most recent audited consolidated balance sheet included in the Company SEC Documents and except for liabilities and obligations whichas, individually or and in the aggregate, would have not be had and are not reasonably likely expected to have a material adverse effect on Company Material Adverse Effect, from September 30, 2000 to the Companydate of this Agreement, neither the Company nor any of its subsidiaries Company Subsidiary has incurred any liabilities or obligations of any nature (whether accrued, absolute, contingent or otherwise)) required by GAAP to be set forth on a consolidated balance sheet of the Company and its consolidated subsidiaries or in the notes thereto. None of the Company Subsidiaries is, or has at any time since January 1, 1999 been, subject to the reporting requirements of Sections 13(a) and 15(d) of the Exchange Act.

SEC Documents; Undisclosed Liabilities. (a) The Company has filed all required reports, schedules, forms, statements and other documents required to be filed pursuant to Sections 13(a) and 15(d) of the Exchange Act by the Company with the SEC since December 31January 1, 2000 2012 (including all filed 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 and or other documents whether or not required, with the "Company SEC Documents"). SEC. (b) As of their respective effective dates (in the case of filing with the SEC, the 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 complied as to form in all material respects with the requirements of the Securities Act, the Exchange Act and/or the Xxxxxxxx-Xxxxx Act of 19332002, as amended (the "Securities Act"), or the Exchange Actamended, as the case may be, and the rules and regulations of the SEC promulgated thereunder applicable to the such Company SEC DocumentsDocument, and none of except to the Company extent amended or superseded by a subsequent filing with the SEC Documents contained prior to the date hereof, did not contain any untrue statement of a material fact or omitted omit to state a material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading. 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 U.S. generally accepted accounting principles in the United States (“GAAP”) (except, in the case of unaudited quarterly statements, as permitted by Form 10-Q of the SEC or other rules and regulations of the SEC) applied 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 then ended covered thereby (subject, in the case of unaudited quarterly statements, to normal year-end 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 for liabilities and obligations as reflected or reserved for on against in the most recent audited consolidated financial statements and balance sheet of the Company, as of December 31, 2013, or the notes thereto thereto, included in the Company SEC Documents and liabilities and obligations incurred in the ordinary course as of business since the date of the most recent audited consolidated hereof (such balance sheet included in and the notes thereto, the “Company Balance Sheet”), the Company SEC Documents 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 Subsidiaries do not have any of its subsidiaries has any liabilities material liability or obligations obligation of any nature (whether accrued, absolute, contingent or otherwise) 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 to be disclosed in a consolidated balance sheet of the Company or in the notes thereto prepared in accordance with GAAP and the rules and regulations of the SEC applicable thereto, (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, material to the Company and the Company Subsidiaries, taken as a whole. (e) 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 (i) and (ii) above has been disclosed by the Company to Parent prior to the date hereof.

SEC Documents; Undisclosed Liabilities. The Company has and the Company Subsidiaries have filed all required reports, schedules, forms, statements and other documents required to be filed by them with the SEC since December 31November 1, 2000 1996, pursuant to Sections 13(a) and 15(d) of the Exchange Act (including all filed reports, schedules, forms, statements and other documents whether or not required, the "Company SEC Documents"). As of their its respective dates of filing with the SECdate, the each Company SEC Documents Document (a) complied in all material respects with the requirements of the Exchange Act or 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 the such Company SEC Documents, Document and none of the Company SEC Documents contained (b) did not contain any untrue statement of a material fact or omitted omit to state a material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading. 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 U.S. generally accepted accounting principles ("GAAP") (except, in the case of unaudited statements, as permitted by Form 10-Q of the SEC) applied on a consistent basis during the periods involved (except as may be indicated in the notes thereto) and fairly present the consolidated financial position of the Company and its consolidated subsidiaries as of the dates thereof and the consolidated results of their operations and cash flows for the periods then ended (subject, in the case of unaudited 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 for liabilities and obligations reflected or reserved for on the most recent audited consolidated financial statements and the notes thereto included as set forth in the Company SEC Documents filed and liabilities and obligations incurred in the ordinary course of business since publicly available prior to the date of this Agreement (the most recent audited consolidated balance sheet included "Filed Company SEC Documents"), and except as set forth in Section 3.06 of the Company SEC Documents and except for liabilities and obligations whichDisclosure Letter, individually or in as of the aggregate, would not be reasonably likely to have a material adverse effect on the Company, date of this Agreement neither the Company nor any of its subsidiaries Company Subsidiary has any liabilities or obligations of any nature (whether accrued, absolute, contingent or otherwise)) 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, has had or could reasonably be expected to have a Company Material Adverse Effect.

SEC Documents; Undisclosed Liabilities. (a) The Company has filed and furnished all required material reports, schedules, forms, statements and other documents required to be filed or furnished by the Company with the SEC on a timely basis (i) pursuant to the Securities Act of 1933, 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 December 31the closing of the IPO (collectively, 2000 (and in each case including all filed reportsexhibits and schedules thereto and documents incorporated by reference therein, schedules, forms, as such statements and other documents whether or not requiredreports may have been amended since the date of their filing, the "“Company SEC Documents"”). As From the time of their respective dates the initial filing of filing 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) 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 complied as to form in all material respects with the requirements of the Securities Act, the Exchange Act and the Xxxxxxxx-Xxxxx Act of 1933, as amended (the "Securities Act"), or the Exchange Act2002, as the case may be, and the rules and regulations of the SEC promulgated thereunder applicable to the such Company SEC DocumentsDocument, and none except to the extent amended or superseded by a subsequent filing with the SEC prior to the date of the Company SEC Documents contained this Agreement, did not contain any untrue statement of a material fact or omitted omit to state a material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading. 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 U.S. generally accepted accounting principles in the United States (“GAAP”) (except, in the case of unaudited quarterly statements, as permitted by Form 10-Q of the SEC or other rules and regulations of the SEC) applied 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 then ended covered thereby (subject, in the case of unaudited quarterly statements, to normal and recurring year-end adjustments). . (d) Except for liabilities and obligations as reflected or reserved for on against in the most recent audited consolidated financial statements balance sheet of the Company, as of December 31, 2017, or the notes thereto, included in the Filed Company SEC Documents (such balance sheet and the notes thereto included in thereto, the “Company Balance Sheet”), the Company SEC Documents and does not have any liability or obligation of any nature (whether accrued, absolute, contingent or otherwise) other than (i) liabilities and or obligations incurred in the ordinary course of business since the date of the most recent audited consolidated balance sheet included in Company Balance Sheet, (ii) liabilities that are executory performance obligations arising under Contracts to which the Company SEC Documents 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 except for (iv) liabilities and or obligations whichthat are not, individually or in the aggregate, would material to the Company. (e) 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 be 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 material adverse effect on significant role in the Company, neither ’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 nor have been, and are being, maintained in all material respects in accordance with GAAP and any of its subsidiaries other applicable legal and accounting requirements. (f) The Company has not effected, entered into or created any liabilities securitization transaction or obligations of any nature “off-balance sheet arrangement” (whether accrued, absolute, contingent as defined in Item 303(c) or otherwiseRegulation S-K under the Exchange Act).

SEC Documents; Undisclosed Liabilities. The Company has filed all required reports, schedules, forms, statements and other documents required to be filed by the Company with the SEC since December 31January 1, 2000 1997 (including all filed reports, schedules, forms, statements and other documents whether or not required, the "Company SEC Documents"). As of their its respective dates of filing with the SECdate, the each Company SEC Documents Document complied in all material respects with the requirements of the Exchange Act or 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 the such Company SEC DocumentsDocument, and none of the Company SEC Documents contained did not contain any untrue statement of a material fact or omitted omit to state a material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading. 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 U.S. generally accepted accounting principles GAAP (except, in the case of unaudited statements, as permitted by Form 10-Q of the SEC) applied on a consistent basis during the periods involved (except as may be indicated in the notes thereto) and fairly present the consolidated financial position of the Company and its consolidated subsidiaries as of the dates thereof and the consolidated results of their operations and cash flows for the periods then ended (subject, in the case of unaudited statements, to normal recurring year-end audit adjustments). Except for liabilities and obligations reflected or reserved for on the most recent audited consolidated financial statements and the notes thereto included as set forth in the Filed Company SEC Documents and liabilities and obligations incurred (as defined in the ordinary course of business since the date of the most recent audited consolidated balance sheet included in the Company SEC Documents 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 CompanySection 3.08), neither the Company nor any of its subsidiaries Company Subsidiary has any liabilities liability or obligations obligation of any nature (whether accrued, absolute, contingent or otherwise)) that, individually or in the aggregate, has had or would reasonably be expected to have a Company Material Adverse Effect.

SEC Documents; Undisclosed Liabilities. (a) The Company has filed all required reports, schedules, forms, statements and other documents required to be filed by the Company with the SEC since December 31, 2000 2009 pursuant to Sections 13(a) and 15(d) of the Exchange Act. (including all filed reportsb) As of its respective date, schedules, forms, statements and other documents whether or not required, the "each Company SEC Documents"). As of their respective dates of filing Document filed with the SEC, the Company SEC Documents complied in all material respects with the requirements of the Securities Exchange Act of 1933, as amended (the "Securities Act"), or the Exchange Securities Act, as the case may be, and the rules and regulations of the SEC promulgated thereunder applicable to the such Company SEC DocumentsDocument, and none of the Company SEC Documents contained did not contain any untrue statement of a material fact or omitted omit to state a material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading. 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 U.S. generally accepted accounting principles (except, in the case of unaudited 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 then ended shown (subject, in the case of unaudited statements, to normal year-end audit adjustments). . (c) Except for liabilities and obligations (i) as reflected or reserved for on against in the most recent audited consolidated financial statements and balance sheet (or the notes thereto thereto) as of December 31, 2010 included in the Company SEC Documents and Documents, (ii) as permitted or contemplated by this Agreement, (iii) for liabilities and obligations incurred since December 31, 2010 in the ordinary course of business since the date of the most recent audited consolidated balance sheet included business, and (iv) for liabilities or obligations which have been discharged or paid in full in the Company SEC Documents 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 Companyordinary course of business, neither the Company nor any of its subsidiaries Subsidiaries has any liabilities or obligations of any nature (nature, whether or not accrued, absolute, contingent or otherwise, that would be required by GAAP to be reflected on a consolidated balance sheet of the Company and its consolidated Subsidiaries (or in the notes thereto), other than those that would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect on the Company. (d) 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 (i) 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 accordance with GAAP, and that the Company’s and its Subsidiaries’ receipts and expenditures are being made only in accordance with authorizations of the Company’s management and directors; and (iii) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use or disposition of the Company’s 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 submits 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. The (a) Acquiror Company has filed all required reports, schedules, forms, statements and other documents required to be filed by it with the SEC since December 31February 14, 2000 2007, pursuant to Sections 13(a) and 15(d) of the Exchange Act (including all filed reports, schedules, forms, statements and other documents whether or not required, the "Company “SEC Documents"Reports”). . (b) As of their its respective dates of filing with the SECdate, the Company each SEC Documents Reports complied in all material respects with the requirements of the Securities Exchange Act of 1933, as amended (the "Securities Act"), or the Exchange Act, as the case may be, and the rules and regulations of the SEC promulgated thereunder applicable to such SEC Report. Except to the Company extent that information contained in any SEC DocumentsReport has been revised or superseded by a later SEC Report, and none of the Company SEC Documents contained Reports contains any untrue statement of a material fact or omitted 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 the U.S. generally accepted accounting principles (except, in the case of unaudited 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 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 then ended shown (subject, in the case of unaudited statements, to normal year-end audit adjustments). . (c) Except for liabilities and obligations reflected or reserved for on the most recent audited consolidated financial statements and the notes thereto included as set forth in the SEC Reports, Acquiror Company SEC Documents and liabilities and obligations incurred in the ordinary course of business since the date of the most recent audited consolidated balance sheet included in the Company SEC Documents 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 of its subsidiaries has any no liabilities or obligations of any nature (whether accrued, absolute, contingent or otherwise)) required by U.S. generally accepted accounting principles to be set forth on a balance sheet of Acquiror Company or in the notes thereto. There are no financial or contractual obligations and liabilities (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, the Company or the Shareholder following the Closing.

SEC Documents; Undisclosed Liabilities. 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 filed all required registration statements, prospectuses, reports, schedules, forms, statements and other documents required to be filed by it with the SEC (collectively, and in each case including all exhibits, schedules and amendments thereto and documents incorporated by reference therein, the “SEC Documents”) since December 31, 2000 (including all filed reports2008. Except as disclosed in Section 3.5 of the Company Disclosure Letter, schedules, forms, statements and other documents whether or not required, the "Company SEC Documents"). As as of their respective dates of filing with the SECdates, the Company SEC Documents complied in all material respects with the requirements of the Securities Act of 1933, as amended (the "“Securities Act"”), or the Exchange Act, as the case may be, and the rules and regulations of the SEC promulgated thereunder applicable to the Company such SEC Documents, and none of the Company SEC Documents (including any and all financial statements included therein) as of such dates contained any untrue statement of a material fact or omitted to state a material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading. 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 U.S. generally accepted accounting principles (“GAAP”) (except, in the case of unaudited consolidated quarterly statements, as permitted by Form 10-Q of the SEC) applied on a consistent basis during the periods involved (except as may be indicated in the notes thereto) and fairly present in all material respects the consolidated financial position of the Company and its consolidated subsidiaries as of the dates thereof and the consolidated results of their operations and cash flows for the periods then ended (subject, in the case of unaudited quarterly statements, to normal year-end audit adjustments). Except 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 and liabilities and obligations incurred in the ordinary course of business since the date of the most recent audited consolidated balance sheet included in the Company SEC Documents and except for liabilities and obligations whichSince December 31, individually or in the aggregate, would not be reasonably likely to have a material adverse effect on the Company2008, neither the Company nor any of its subsidiaries subsidiaries, has incurred any liabilities or obligations of any nature (whether accrued, absolute, contingent or otherwise) required, if known, to be 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 subsidiaries as of December 31, 2008 (including the notes thereto) included in the 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 or documents incorporated by reference therein, the “Recent SEC Documents”), or (v) as would not, individually or in the aggregate, 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 (i) 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 by others within those entities, and (ii) has disclosed, based on its most recent evaluation of internal controls over financial reporting, to the Company’s auditors and the audit committee of the Company’s Board of Directors (A) all significant deficiencies and material weaknesses in the design or operation 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. The Company (i) Sears has filed all required reports, schedules, forms, registration statements and other documents with the SEC since December 3129, 2000 2002 (including all filed reports, schedules, forms, statements and other documents whether or not required, the "Company Sears SEC Documents"). As of their respective dates of filing with the SECSEC (or, if amended or superseded by a filing prior to the date hereof, as of the date of such filing), the Company Sears SEC Documents complied in all material respects with the requirements of the Securities Act of 1933, as amended (the "Securities Act"), or the Exchange Act, as the case may be, and the rules and regulations of the SEC promulgated thereunder applicable to the Company such Sears SEC Documents, and none of the Company Sears SEC Documents when filed contained any untrue statement of a material fact or omitted to state a material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading. The 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 U.S. generally accepted accounting principles thereto (except, in the case of unaudited statements, as permitted by Form 10-Q of the SEC) ), have been prepared in accordance with generally accepted accounting principles applied on a consistent basis during the periods involved (except as may be 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 then ended 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, in the case of unaudited statements, to normal year-end adjustments). ii) Except for (A) those liabilities and obligations that are appropriately reflected or reserved for on in the most recent audited consolidated financial statements and the notes thereto of Sears included in its Quarterly Report on Form 10-Q for the Company fiscal quarter ended October 2, 2004, as filed with the SEC Documents and prior to the date hereof, (B) liabilities and obligations incurred since October 2, 2004 in the ordinary course of business since the date of the most recent audited consolidated balance sheet included in the Company SEC Documents and except for consistent with past practice, (C) liabilities and obligations whichthat would not, individually or in the aggregate, would not reasonably be reasonably likely expected to have a material adverse effect on Sears, (D) liabilities incurred pursuant to the Companytransactions contemplated by, neither or permitted by, this Agreement, and (E) liabilities or obligations discharged or paid in full prior to the Company nor any date hereof in the ordinary course of business consistent with past practice, Sears and its subsidiaries has Subsidiaries do not have, any liabilities or obligations of any nature whatsoever (whether accrued, absolute, contingent or otherwise)) that are required to be reflected in Sears's financial statements in accordance with generally accepted accounting principles.

SEC Documents; Undisclosed Liabilities. The Company Buyer has filed all required reports, schedules, forms, statements and other documents with as required by the SEC since December 31Securities and Exchange Commission (the “SEC”), 2000 (including and Buyer has delivered or made available to the Seller all filed reports, schedules, forms, statements and other documents whether or not requiredfiled with the SEC (collectively, and in each case including all exhibits and schedules thereto and documents incorporated by reference therein, the "Company “Buyer SEC Documents"”). As of their respective dates of filing with the SEC, the Company SEC Documents complied in all material respects with the requirements None of the Securities Act of 1933, as amended (the "Securities Act"), or the Exchange Act, as the case may be, and the rules and regulations of the SEC promulgated thereunder applicable to the Company Buyer SEC Documents, and none to the knowledge of the Company SEC Documents contained Buyer, contains any untrue statement of a material fact or 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 U.S. generally accepted accounting principles (except, in the case of unaudited consolidated quarterly statements, as permitted by Form 10-Q of the SEC) applied on a consistent basis during the periods involved (except as may be indicated in the notes thereto) and fairly present 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 then ended (subject, in the case of unaudited quarterly statements, to normal year-end adjustmentsaudit adjustments as determined by Buyer’s independent accountants). Except for liabilities and obligations reflected or reserved for on the most recent audited consolidated financial statements and the notes thereto included as set forth in the Company Buyer SEC Documents and liabilities and obligations incurred in the ordinary course of business since Documents, at the date of the most recent audited consolidated balance sheet financial statements of Buyer included in the Company Buyer SEC Documents and except for liabilities and obligations whichDocuments, individually or in the aggregate, would Buyer had not be reasonably likely to have a material adverse effect on the Company, neither the Company nor any of its subsidiaries has incurred any liabilities or obligations of any nature (whether accrued, absolute, contingent or otherwise)) which, individually or in the aggregate, could reasonably be expected to have a material adverse effect with respect to Buyer. Buyer is not subject to any litigation or claims.

SEC Documents; Undisclosed Liabilities. The (a) Acquiror Company has filed all required reports, schedules, forms, statements and other documents required to be filed by it with the SEC since December 31January 28, 2000 2009, pursuant to Sections 13(a) and 15(d) of the Exchange Act (including all filed reports, schedules, forms, statements and other documents whether or not required, the "Company “ SEC Documents"Reports ”). . (b) As of their its respective dates of filing with the SECdate, the Company each SEC Documents Reports complied in all material respects with the requirements of the Securities Exchange Act of 1933, as amended (the "Securities Act"), or the Exchange Act, as the case may be, and the rules and regulations of the SEC promulgated thereunder applicable to such SEC Report. Except to the Company extent that information contained in any SEC DocumentsReport has been revised or superseded by a later SEC Report, and none of the Company SEC Documents contained Reports contains any untrue statement of a material fact or omitted 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 the U.S. generally accepted accounting principles (except, in the case of unaudited 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 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 then ended shown (subject, in the case of unaudited statements, to normal year-end audit adjustments). . (c) Except for liabilities and obligations reflected or reserved for on the most recent audited consolidated financial statements and the notes thereto included as set forth in the SEC Reports, Acquiror Company SEC Documents and liabilities and obligations incurred in the ordinary course of business since the date of the most recent audited consolidated balance sheet included in the Company SEC Documents 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 of its subsidiaries has any no liabilities or obligations of any nature (whether accrued, absolute, contingent or otherwise)) required by U.S. generally accepted accounting principles to be set forth on a balance sheet of Acquiror Company or in the notes thereto. There are no financial or contractual obligations and liabilities (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, the Company or the Shareholder following the Closing.