Common use of SEC Documents Clause in Contracts

SEC Documents. The Company has timely filed or furnished, as applicable, all reports, schedules, forms, statements and other documents required to be filed or furnished by it with the SEC pursuant to the Securities Act or the Exchange Act (all of the foregoing documents filed with or furnished to the SEC and all exhibits included therein and financial statements, notes and schedules thereto and documents incorporated by reference therein being hereinafter referred to as the “SEC Documents”). As of their respective filing or furnishing dates, the SEC Documents complied in all material respects with the requirements of the Xxxxxxxx-Xxxxx Act, the Securities Act or the Exchange Act, as the case may be, and the rules and regulations promulgated thereunder, as applicable, to the respective SEC Documents, and, other than as corrected or clarified in a subsequent SEC Document prior to the date of this Agreement, none of the SEC Documents, at the time they were filed or furnished, 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 the light of the circumstances under which they were made, not misleading. The information contained in the SEC Documents, considered as a whole and as amended as of the date hereof, do not as of the date hereof, and will not as of the Closing Date, contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading. There are no contracts, agreements, arrangements, transactions or documents which are required to be described or disclosed in the SEC Documents or to be filed as exhibits to the SEC Documents which have not been so described, disclosed or filed.

SEC Documents. The Company has timely made available to Investor true and complete copies of all reports or registration statements the Company has filed or furnished, as applicable, all reports, schedules, forms, statements and other documents required to be filed or furnished by it with the SEC pursuant to Securities Exchange Commission (“SEC”) under the Securities Act or of 1933 (“Securities Act”) and the Securities Exchange Act of 1934 (the “Exchange Act”), for all of periods subsequent to December 31, 2011, all in the foregoing documents form so filed with or furnished to the SEC and all exhibits included therein and financial statements, notes and schedules thereto and documents incorporated by reference therein being hereinafter referred to as (collectively the “SEC Documents”). The Company has filed in a timely manner all documents that the Company was required to file under the Exchange Act during the 12 months preceding the date of this Agreement. As of their respective filing or furnishing dates, the SEC Documents complied in all material respects with the requirements of the Xxxxxxxx-Xxxxx Act, the Securities Act or the Exchange Act, as the case may beapplicable, and the rules and regulations promulgated thereunder, as applicable, to the respective SEC Documents, and, other than as corrected or clarified in a subsequent SEC Document prior to the date of this Agreement, none of the SEC Documents, at Documents filed under the time they were filed or furnished, Exchange Act 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 made therein, in the light of the circumstances under in which they were made, not misleading, except to the extent corrected by a subsequently filed document with the SEC. The information contained in None of the SEC Documents, considered as a whole and as amended as of Documents filed under the date hereof, do not as of the date hereof, and will not as of the Closing Date, contain any Securities Act contained an untrue statement of a material fact or omit omitted to state a material fact required to be stated therein or necessary to make the statements therein, in therein not misleading at the light of the circumstances under which they were made, not misleading. There are no contracts, agreements, arrangements, transactions or documents which are required to be described or disclosed in the time such SEC Documents or to be filed as exhibits to became effective under the SEC Documents which have not been so described, disclosed or filedSecurities Act.

SEC Documents. The Company Parent has timely filed or furnishedall required registration statements, as applicableprospectuses, all reports, schedules, forms, statements and other documents (including exhibits and all other information incorporated by reference) required to be filed or furnished by it with the SEC pursuant since January 1, 2005. Parent has made available to the Securities Act or Company all such registration statements, prospectuses, reports, schedules, forms, statements and other documents in the Exchange Act (all of the foregoing documents form filed with or furnished the SEC. All such required registration statements, prospectuses, reports, schedules, forms, statements and other documents (including those that Parent may file subsequent to the SEC and all exhibits included therein and financial statements, notes and schedules thereto and documents incorporated by reference therein being hereinafter date hereof until the Effective Time) are referred to herein as the “Parent SEC Documents”). Reports.” As of their respective filing or furnishing dates, the Parent SEC Documents Reports (i) were prepared in accordance and complied in all material respects with the requirements of the Xxxxxxxx-Xxxxx Securities Act, the Securities Act or the Exchange Act, as the case may be, and the rules and regulations promulgated thereunderof the SEC thereunder applicable to such Parent SEC Reports, as applicable, to and (ii) did not at the respective SEC Documents, and, other than as corrected time they were filed (or clarified in if amended or superseded by a subsequent SEC Document filing prior to the date of this Agreement, none Agreement then on the date of the SEC Documents, at the time they were filed or furnished, contained such filing) 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 the light of the circumstances under which they were made, not misleading. The information contained in the SEC Documents, considered as a whole and as amended as None of the date hereof, do not as of the date hereof, and will not as of the Closing Date, contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading. There are no contracts, agreements, arrangements, transactions or documents which are Parent’s subsidiaries is required to be described file any forms, reports or disclosed in other documents with the SEC Documents or to be filed as exhibits to the SEC Documents which have not been so described, disclosed or filedSEC.

SEC Documents. The Company has timely filed or furnished, as applicable, all reports, schedules, forms, statements and other documents required to be filed or furnished by it the Company with the SEC since January 1, 2014, pursuant to Sections 13(a), 14(a) and 15(d) of the of the Securities Act or the and Exchange Act of 1934, as amended (all of the foregoing documents filed with or furnished to the SEC and all exhibits included therein and financial statements“Exchange Act”) (collectively, notes and schedules thereto and documents incorporated by reference therein being hereinafter referred to as the “SEC Documents”). As of their its respective filing or furnishing datesdate, the each SEC Documents Document complied in all material respects with the requirements of the Xxxxxxxx-Xxxxx Act, the Securities Exchange Act or the Exchange Act, as the case may be, and the rules and regulations promulgated thereunder, as applicable, to the respective SEC Documents, and, other than as corrected or clarified in a subsequent SEC Document prior to the date of this Agreement, none of the SEC Documentspromulgated thereunder applicable to such SEC Document, at the time they were filed or furnished, contained and 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 the light of the circumstances under which they were made, not misleading. The Except to the extent that information contained in any SEC Document has been revised or superseded by a later filed SEC Document, none of the SEC Documents, considered as a whole and as amended Documents as of the date hereof, do not as of the date hereof, and will not as of the Closing Date, contain hereof contains any untrue statement of a material fact or omit omits to state a any material fact required to be stated therein or necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading. There are no contractsAs of the date of this Agreement, agreementsto the knowledge of the Company, arrangementsnone of the SEC Documents is the subject of any ongoing review by the SEC. The audited consolidated financial statements and the unaudited quarterly financial statements (including, transactions or documents which are required to be described or disclosed in each case, the notes thereto) of the Company included in the SEC Documents or when filed complied as to be filed as exhibits to form in all material respects with the published rules and regulations of the SEC Documents which with respect thereto, have not been so describedprepared in all material respects in accordance with United States generally accepted accounting principles (except, disclosed in the case of unaudited quarterly statements, as permitted by Form 10-Q of the SEC or filedother rules and regulations of the SEC) applied on a consistent basis during the periods involved (except as may be indicated in the notes thereto) and fairly present in all material respects the consolidated financial position of the Company 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 adjustments).

SEC Documents. The Company has timely filed or furnished, as applicable, all reports, schedules, forms, statements and other documents required to be filed or furnished by it with the SEC U.S. Securities and Exchange Commission (“SEC”) pursuant to the Securities Act or the Exchange 1934 Act and the rules and regulations promulgated thereunder (all of the foregoing documents filed with or furnished to the SEC and all exhibits included therein and financial statements, notes and schedules thereto and documents incorporated by reference therein being hereinafter referred to as the “SEC Documents”). As of their respective filing or furnishing dates, the SEC Documents complied in all material respects with the requirements of the Xxxxxxxx-Xxxxxxxx- Xxxxx ActAct of 2002, the Securities Act or the Exchange 1934 Act, as the case may be, and the rules and regulations promulgated thereunder, as applicable, to the respective SEC Documents, and, other than as corrected or clarified in a subsequent SEC Document prior to the date of this Agreement, none of the SEC Documents, at the time they were filed or furnished, 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 the light of the circumstances under which they were made, not misleading. The information contained in the SEC Documents, considered as a whole and as amended as of the date hereof, do not as of the date hereof, and will not as of the Closing Date, contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading. There are no contracts, agreements, arrangements, transactions or documents which are required to be described or disclosed in the SEC Documents or to be filed as exhibits to the SEC Documents which have not been so described, disclosed or filed.

SEC Documents. The Company has timely Seller is obligated under the Securities Exchange Act of 1934, as amended (the "EXCHANGE ACT") to file reports pursuant to Sections 13 or 15(d) thereof (all such reports filed or furnishedrequired to be filed by the Seller, as applicableincluding all exhibits thereto or incorporated therein by reference, and all reports, schedules, forms, statements and documents filed by the Seller under the Securities Act hereinafter called the "SEC DOCUMENTS"). The Seller has filed all reports or other documents required to be filed or furnished by it with the SEC pursuant to the Securities Act or under the Exchange Act (all of the foregoing documents filed with or furnished to the SEC and all exhibits included therein and financial statements, notes and schedules thereto and documents incorporated by reference therein being hereinafter referred to as the “SEC Documents”)Act. As of their respective filing or furnishing dates, the All SEC Documents complied filed by the Seller (i) were prepared in all material respects in accordance with the requirements of the Xxxxxxxx-Xxxxx Act, the Securities Exchange Act or the Exchange Act, as the case may be, and the rules and regulations promulgated thereunder, as applicable, to the respective SEC Documents, and, other than as corrected or clarified in a subsequent SEC Document prior to the date of this Agreement, none of the SEC Documents, (ii) did not at the time they were filed (or, if amended or furnishedsuperseded by a filing prior to the date hereof, contained then on the date of such filing) 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 the light of the circumstances under which they were made, not misleading. The Seller has previously delivered to the Purchaser a correct and complete copy of each report which the Seller filed with the Securities and Exchange Commission (the "SEC" or the "COMMISSION") under the Exchange Act for any period ending on or after December 31, 2003 (the "Recent REPORTS"). None of the information contained about the Seller or any of its Subsidiaries which has been disclosed to the Purchasers herein or in the SEC Documents, considered as a whole course of discussions and as amended as of the date hereof, do negotiations with respect hereto which is not as of the date hereof, and will not as of the Closing Date, contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements therein, disclosed in the light of the circumstances under which they were made, not misleading. There are no contracts, agreements, arrangements, transactions Recent Reports is or documents which are was required to be described or so disclosed, and no material non-public information has been disclosed in the SEC Documents or to be filed as exhibits to the SEC Documents which have not been so described, disclosed or filedPurchasers.

SEC Documents. The Company has timely filed or furnished, as applicable, all reports, schedules, forms, statements and other documents required to be filed or furnished by it with the SEC U.S. Securities and Exchange Commission (“SEC”) pursuant to the Securities Act or the Exchange Act and the rules and regulations promulgated thereunder (all of the foregoing documents filed with or furnished to the SEC and all exhibits included therein and financial statements, notes and schedules thereto and documents incorporated by reference therein being hereinafter referred to as the “SEC Documents”). None of the Subsidiaries is required to file periodic reports with the SEC pursuant to the Exchange Act. As of their respective effective dates (in the case of the SEC Documents that are registration statements filed pursuant to the requirements of the Securities Act) and as of their respective filing or furnishing datesdates (in the case of all other SEC Documents), or in each case, if amended prior to the date hereof, as of the date of the last such amendment, each of the SEC Documents complied in all material respects with the requirements of the Xxxxxxxx-Xxxxx ActAct of 2002, the Securities Act or the Exchange Act, as the case may be, and the rules and regulations promulgated thereunder, as applicable, to the respective SEC Documents, and, other than as corrected or clarified in a subsequent SEC Document prior to the date of this Agreement, none of the SEC Documents, at the time they were filed or furnished, effected or amended (as the case may be), 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 the light of the circumstances under which they were made, not misleading. The information contained in the SEC Documents, considered as a whole and as amended as of the date hereof, do not as of the date hereof, and will not as of the Closing Date, contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading. There are no contracts, agreements, arrangements, transactions or documents which are required to be described or disclosed in the SEC Documents or to be filed as exhibits to the SEC Documents which have not been so described, disclosed or filed. The Company is in compliance with the applicable listing and corporate governance rules and regulations of the NASDAQ. The Company and its Subsidiaries have taken no action designed to, or reasonably likely to have the effect of, delisting its ADSs from the NASDAQ. The Company has not received any notification that the SEC or the NASDAQ is contemplating suspending or terminating such listing (or the applicable registration under the Exchange Act related thereto). The Company is in compliance with the Xxxxxxxx-Xxxxx Act of 2002 in all material respects.

SEC Documents. The Company has timely filed or furnished, as applicable, all reports, schedules, forms, statements and other documents required to be filed or furnished by it with the SEC pursuant to the reporting requirements of the Securities Exchange Act of 1934, as amended (the “Exchange Act”). Such reports, schedules, forms, statements and other documents together with any materials filed or furnished by the Company under the Exchange Act (all of the foregoing documents filed with Act, whether or furnished to the SEC and all exhibits included therein and financial statementsnot any such reports were required, notes and schedules thereto and documents incorporated by reference therein being hereinafter are collectively referred to herein as the “SEC Documents”). .” As of their respective filing or furnishing dates, the SEC Documents Reports filed by the Company complied in all material respects with the requirements of the Xxxxxxxx-Xxxxx Act, the Securities Act or and the Exchange Act, as the case may be, Act and the rules and regulations of the SEC promulgated thereunder, as applicable, to the respective SEC Documents, and, other than as corrected or clarified in a subsequent SEC Document prior to the date of this Agreement, and none of the SEC Documents, at when filed by the time they were filed or furnishedCompany, 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 the light of the circumstances under which they were made, not misleading. The information contained As of their respective dates, the financial statements of the Company included in the SEC Documents complied in all material respects with applicable accounting requirements and the published rules and regulations of the SEC with respect thereto as in effect at the time of filing. Such financial statements have been prepared in accordance with United States generally accepted accounting principles, consistently applied, during the periods involved (except (a) as may be otherwise indicated in such financial statements or the notes thereto, or (b) in the case of unaudited interim statements, to the extent they may exclude footnotes or may be condensed or summary statements) and fairly present in all material respects the consolidated financial position of the Company and its consolidated Subsidiaries as of the dates thereof and the results of operations and cash flows for the periods then ended (subject, in the case of unaudited statements, to normal year-end audit adjustments). All material agreements to which the Company or any Subsidiary is a party or to which the property or assets of the Company or any Subsidiary are subject are included as part of or identified in the SEC Documents, considered as a whole and as amended as of to the date hereof, do not as of the date hereof, and will not as of the Closing Date, contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading. There are no contracts, agreements, arrangements, transactions or documents which extent such agreements are required to be described included or disclosed in the SEC Documents or to be filed as exhibits identified pursuant to the SEC Documents which have not been so described, disclosed or filedrules and regulations of the SEC.

SEC Documents. The Company has timely filed or furnished(a) All statements, as applicable, all reports, schedules, forms, statements exhibits and other documents required to be have been filed or furnished by it Carbonics with the SEC pursuant U.S. Securities and Exchange Commission (the “SEC“) for the two years prior to the Securities Act or date hereof (the Exchange Act ("SEC Documents") have been so filed and Carbonics is not delinquent in respect of any such required filings. Carbonics Entities are engaged only in the business described in the SEC Documents and the SEC Documents contain a complete and accurate description in all material respects of the foregoing documents filed with or furnished to business of the SEC and all exhibits included therein and financial statementsCarbonics Entities, notes and schedules thereto and documents incorporated by reference therein being hereinafter referred to taken as a whole. (b) At the “SEC Documents”). As time of their respective filing or furnishing datesthereof, the SEC Documents complied as to form in all material respects with the requirements of the Xxxxxxxx-Xxxxx Act, the Securities Exchange Act or the Exchange Act, as the case may be, and the rules and regulations promulgated thereunder, as applicable, to the respective SEC Documents, and, other than as corrected or clarified in a subsequent SEC Document prior to the date of this Agreement, none of the SEC Documents, at the time they were filed or furnished, contained did not contain any untrue statement of a material fact or omitted omit to state a any material fact required to be stated therein or necessary in order to make the statements made therein, in the light of the circumstances under which they were made, not misleading. The information contained in . (c) Each registration statement and any amendment thereto filed by Carbonics pursuant to the SEC DocumentsSecurities Act and the rules and regulations thereunder, considered as a whole and as amended as of the date hereofsuch statement or amendment became effective, do complied as to form in all material respects with the Securities Act and did not as of the date hereof, and will not as of the Closing Date, contain any untrue statement of a material fact or omit to state a any material fact required to be stated therein or necessary in order to make the statements made therein, in light of the circumstances under which they were made, not misleading; and each prospectus filed pursuant to Rule 424(b) under the Securities Act, as of its issue date and as of the closing of any sale of securities pursuant thereto did 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 made therein, in the light of the circumstances under which they were made, not misleading. There are no contracts, agreements, arrangements, transactions or documents which are required to be described or disclosed in the SEC Documents or to be filed as exhibits to the SEC Documents which have not been so described, disclosed or filed.

SEC Documents. The Company Parent has timely filed or furnished, as applicable, all required reports, schedules, forms, statements and other documents required to be filed or furnished by it with the SEC pursuant since January 1, 2009, including but not limited to Parent’s Annual Report to Stockholders on Form 10-K for the Securities Act or the Exchange Act (all of the foregoing documents year ended December 31, 2008, filed with or furnished to the SEC on March 13, 2009 (each, a “Parent SEC Document” and all exhibits included therein and financial statementscollectively, notes and schedules thereto and documents incorporated by reference therein being hereinafter referred to as the “Parent SEC Documents”). As of their respective filing or furnishing dates, the Parent SEC Documents complied in all material respects with the requirements of the Xxxxxxxx-Xxxxx Act, the Securities Act or the United States Securities Exchange Act of 1934, as amended (the “Exchange Act”), as the case may be, and the rules and regulations of the SEC promulgated thereunder, as applicable, thereunder applicable to the respective such Parent SEC Documents, and, other than as corrected or clarified in a subsequent SEC Document prior to the date of this Agreement, and none of the Parent SEC Documents, taken as a whole, contained at the time they were filed or furnished, contained of filing 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 the light of the circumstances under which they were made, not misleading. The Except to the extent that information contained in any Parent SEC Document has been revised or superseded by a later-filed Parent SEC Document or by other public disclosure by Parent, none of the Parent SEC Documents, considered taken as a whole and as amended as of the date hereofwhole, do not as of the date hereof, and will not as of the Closing Date, contain contains any untrue statement of a material fact or omit omits to state a any material fact required to be stated therein or necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading. There are no contracts, agreements, arrangements, transactions or documents which are required to be described or disclosed in the SEC Documents or to be filed as exhibits to the SEC Documents which have not been so described, disclosed or filed.

SEC Documents. (i) The Company has timely filed made available to Parent, or furnishedthe Electronic Data Gathering, as applicableAnalysis and Retrieval (EDGAR) database of the SEC contains in a publicly available format, coxxxxxe and correct copies of all reports, schedules, forms, statements and other documents required to be filed or furnished by it with the SEC pursuant to the Securities Act or the Exchange Act (all of the foregoing documents filed with or furnished to the SEC and by the Company since January 1, 2004 (together with all exhibits included information incorporated therein and financial statementsby reference, notes and schedules thereto and documents incorporated by reference therein being hereinafter referred to as the “"SEC Documents”"). Since January 1, 2004, the Company has filed with or furnished to the SEC each report, schedule, form, statement or other document or filing required by Law to be filed or furnished at or prior to the time so required. No Subsidiary of the Company is required to file or furnish any report, schedule, form, statement or other document with, or make any other filing with, or furnish any other material to, the SEC. As of their respective filing or furnishing dates, each of the SEC Documents complied as to form in all material respects with the requirements of the Xxxxxxxx-Xxxxx Act, the Securities Act or the Exchange Actof 1933, as the case may beamended, and the rules and regulations promulgated thereunderthereunder (collectively, as applicablethe "Securities Act") and the Exchange Act, in each case, applicable to the respective such SEC DocumentsDocument, and, other than as corrected or clarified in a subsequent SEC Document prior to the date of this Agreement, and none of the SEC Documents, Documents at the time they were it was filed or furnished, furnished 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 the light of the circumstances under which they were made, not misleading. The information contained in Company has made available to Parent copies of all comment letters received by the Company from the SEC since January 1, 2004, and relating to the SEC Documents, considered as a whole and as amended as together with all written responses of the Company thereto. As of the date hereofof this Agreement, do not as there are no outstanding or unresolved comments in such comment letters received by the Company from the SEC. As of the date hereofof this Agreement, and will not as to the knowledge of the Closing DateCompany, contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements therein, in the light none of the circumstances under which they were made, not misleadingSEC Documents is the subject of any ongoing review by the SEC. There are no contracts, agreements, arrangements, transactions or documents which are required to be described or disclosed The financial statements (including the related notes) of the Company included in the SEC Documents complied, at the time the respective statements were filed, as to form in all material respects with the applicable accounting requirements and the published rules and regulations of the SEC with respect thereto, have been prepared in accordance with generally accepted accounting principles in effect from time to time in the United States of America ("GAAP") (except, in the case of interim financial statements, as permitted by the SEC under Form 10-Q, Form 8-K or any successor or like form under the Exchange Act) 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 their consolidated results of operations and cash flows for the periods then ended (subject, in the case of unaudited quarterly financial statements, to normal and recurring year-end audit adjustments). Except as set forth in the Company's unaudited financial statements for the quarter ended April 1, 2007 included in the Filed SEC Documents, the Company and its Subsidiaries have no liabilities or obligations of any nature (whether accrued, absolute, contingent or otherwise), other than (A) liabilities and obligations expressly permitted or contemplated by this Agreement, (B) liabilities and obligations incurred in the ordinary course of business consistent with past practice, or (C) liabilities and obligations that would not reasonably be expected to have a Material Adverse Effect. For purposes of this Agreement, a "Filed SEC Document" is any SEC Document filed as exhibits or furnished and publicly available prior to the date of this Agreement. (ii) The Company is in compliance in all material respects with the provisions of the Sarbanes-Oxley Act of 2002 and the rules and regulations promulgxxxx xxxxxxxxxr (collectively, "SOX") applicable to it. (iii) Neither the Company nor any of its Subsidiaries is a party to, or has any commitment to become a party to, any joint venture, off-balance sheet partnership or any similar Contract (including any Contract relating to any transaction or relationship between or among the Company and any of its Subsidiaries, on the one hand, and any unconsolidated affiliate, including any structured finance, special purpose or limited purpose entity or person, on the other hand, or any "off-balance sheet arrangements" (as defined in Item 303(a) of Regulation S-K of the SEC)), where the result, purpose or effect of such Contract is to avoid disclosure of any material transaction involving, or material liabilities of, the Company or any of its Subsidiaries in the Company's or any of its Subsidiaries published financial statements or other SEC Documents which have not been so described, disclosed or filedDocuments. (iv) The Company maintains "internal control over financial reporting" (as defined in Rule 13a-15(f) under the Exchange Act) in compliance with the Exchange Act. (v) The Company maintains "disclosure controls and procedures" (as defined in Rule 13a-15(e) under the Exchange Act) in compliance with the Exchange Act.

SEC Documents. The (i) To the extent complete and correct copies are not available on the SEC's website, the Company has timely filed or furnished, as applicable, made available to Parent complete and correct copies of all reports, schedules, forms, statements and other documents required to be filed or furnished by it with the SEC pursuant to the Securities Act or the Exchange Act (all of the foregoing documents filed with or furnished to the SEC and by the Company since March 1, 2008 (such documents available on the SEC's website or made available to Parent, together with all exhibits included information incorporated therein and financial statementsby reference, notes and schedules thereto and documents incorporated by reference therein being hereinafter referred to as the “"SEC Documents”"). Since March 1, 2008, the Company has filed with or furnished to the SEC each report, schedule, form, statement or other document or filing required by Law to be filed or furnished by the Company at or prior to the time so required. No Subsidiary of the Company is required to file or furnish any report, schedule, form, statement or other document with, or make any other filing with, or furnish any other material to, the SEC. As of their respective filing or furnishing dates, each of the SEC Documents complied as to form in all material respects with the requirements of the Xxxxxxxx-Xxxxx Act, the Securities Act or the Exchange Actof 1933, as the case may beamended, and the rules and regulations promulgated thereunderthereunder (collectively, as applicablethe "Securities Act") and the Exchange Act, in each case, applicable to the respective SEC Documentssuch XXX Xxxxxxxx, and, other than as corrected or clarified in a subsequent SEC Document prior to the date of this Agreement, none xxx xxxx of the SEC Documents, Documents at the time they were it was filed or furnished, furnished 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 the light of the circumstances under which they were made, not misleading. The Except to the extent that information contained in any SEC Document filed or furnished and publicly available prior to the date of this Agreement (a "Filed SEC Document") has been revised or superseded by a later filed or furnished Filed SEC Document, none of the SEC Documents, considered as a whole and as amended as of the date hereof, do not as of the date hereof, and will not as of the Closing Date, contain Documents contains any untrue statement of a material fact or omit omits to state a material fact required to be stated therein or necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading. There To the extent complete and correct copies are not available on the SEC's website, the Company has made available to Parent copies of all comment letters received by the Company from the SEC since March 1, 2008 and relating to the SEC Documents, together with all written responses of the Company thereto. As of the date of this Agreement, there are no contractsoutstanding or unresolved comments in such comment letters received by the Company from the SEC. As of the date of this Agreement, agreements, arrangements, transactions or documents which are required to be described or disclosed the knowledge of the Company none of the SEC Documents is the subject of any ongoing review by the SEC. The financial statements (including the related notes) of the Company included in the SEC Documents complied, at the time the respective statements were filed, as to form in all material respects with the applicable accounting requirements and the published rules and regulations of the SEC with respect thereto, were prepared in accordance with generally accepted accounting principles in effect from time to time in the United States of America ("GAAP") (except, in the case of unaudited quarterly financial statements, as permitted by Form 10-Q of the SEC) applied on a consistent basis during the periods involved (except as may be indicated in the notes thereto) and fairly present in all material respects the consolidated financial position of the Company and its consolidated Subsidiaries as of the dates thereof and their consolidated results of operations and cash flows for the periods then ended (subject, in the case of unaudited quarterly financial statements, to normal and recurring year-end audit adjustments). Except as set forth in the most recent audited financial statements (including the notes thereto) included in the Filed SEC Documents (the "Baseline Financials"), the Company and its Subsidiaries have no material liabilities or obligations of any nature (whether accrued, absolute, contingent or otherwise) other than such liabilities or obligations (A) with respect to be or arising from the transactions contemplated by this Agreement, (B) incurred in the ordinary course of business consistent with past practice after the date of the Baseline Financials but prior to the date of this Agreement, (C) incurred on or after the date of this Agreement that is not reasonably likely to have, individually or in the aggregate, a Material Adverse Effect or (D) clearly disclosed in the unaudited financial statements (including the notes thereto) included in the Company's Form 10-Q for the period ended August 31, 2011, filed with the SEC on October 4, 2011. (ii) The Company is in compliance in all material respects with the provisions of the Xxxxxxxx-Xxxxx Act of 2002 and the rules and regulations promulgated thereunder (collectively, "SOX") applicable to it. The Company has promptly disclosed, by filing a Form 8-K, any change in or waiver of the Company's code of ethics, as exhibits required by Section 406(b) of SOX. To the knowledge of the Company, there have been no violations of provisions of the Company's code of ethics since the adoption of such code of ethics, including any minor violations not material to the Company's business. (iii) The principal executive officer of the Company and the principal financial officer of the Company each has made all certifications required by Rules 13a-14 and 15d-14 under the Exchange Act and Sections 302 and 906 of SOX, as applicable, with respect to the SEC Documents which Documents, and the statements contained in such certifications were accurate as of the date they were made. For purposes of this Agreement, "principal executive officer" and "principal financial officer" shall have not been so describedthe meanings given to such terms in SOX. Neither the Company nor any of its Subsidiaries has outstanding, disclosed or filedhas arranged any outstanding, "extension of credit" to directors or executive officers within the meaning of Section 402 of SOX. (iv) Neither the Company nor any of its Subsidiaries is a party to or bound by, or has any commitment to become a party to or bound by, any joint venture, off-balance sheet partnership or any similar Contract (including any Contract relating to any transaction or relationship between or among the Company and any of its Subsidiaries, on the one hand, and any unconsolidated affiliate, including any structured finance, special purpose or limited purpose entity or person, on the other hand, or any "off-balance sheet arrangements" (as defined in Item 303(a) of Regulation S-K of the SEC)), where the purpose or intended or known result or effect of such joint venture, partnership or Contract is to avoid disclosure of any material transaction involving, or material liabilities of, the Company or any of its Subsidiaries in the Company's or any of its Subsidiaries' published financial statements or other SEC Documents. (v) The Company maintains "internal control over financial reporting" (as defined in Rule 13a-15(f) of the Exchange Act) in compliance with the Exchange Act. (vi) The Company maintains "disclosure controls and procedures" (as defined in Rule 13a-15(e) of the Exchange Act) in compliance with the Exchange Act.

SEC Documents. The Company has timely filed or furnished, as applicable, all reports, schedules, forms, statements and other documents required to be filed or furnished by it the Company with the SEC pursuant to the Securities Act or the Exchange Act since January 1, 2004 (all of the foregoing documents filed with or furnished to the SEC and all exhibits included therein and financial statements, notes and schedules thereto and documents incorporated by reference therein being hereinafter referred to as the “Company SEC Documents”). As of their its respective filing or furnishing datesdate, the each Company SEC Documents Document complied in all material respects with the requirements of the Xxxxxxxx-Xxxxx Act, the Securities Exchange Act or the Exchange Securities Act, as the case may be, and the rules and regulations promulgated thereunder, as applicable, to the respective SEC Documents, and, other than as corrected or clarified in a subsequent SEC Document prior to the date of this Agreement, none of the SEC Documentspromulgated thereunder applicable to such Company SEC Document, at the time they were filed or furnished, contained and 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, provided that (i) no representation is given with respect to the timely filing of any Company SEC Document filed prior to the Company’s report on Form 10-Q for the quarter ended September 30, 2005, and (ii) that the Company did not file a consent of its independent public accountants as an exhibit to its Annual Report on Form 10-K for the year ended December 31, 2003 or its Annual Report on Form 10-K for the year ended December 31, 2004, as originally filed, but subsequently filed such consents with amendments filed on Form 10-K/A. Except to the extent that information contained in a Company SEC Document has been revised or superseded by a later filed Company SEC Document, none of the Company SEC Document 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 information contained consolidated financial statements of the Company included in the Company SEC DocumentsDocuments complied as of their respective filing dates as to form in all material respects with applicable accounting requirements and the published rules and regulations of the SEC with respect thereto, considered have been prepared in accordance with generally accepted accounting principles (“GAAP”) (except, in the case of unaudited statements, as permitted by Form 10-Q of the SEC) applied on a whole consistent basis during the periods involved (except as may be indicated in the notes thereto) and as amended present fairly in all material respects the consolidated financial position of the Company and its consolidated subsidiaries as of the date hereof, do not as dates thereof and the consolidated results of their operations and cash flows for the date hereof, and will not as of the Closing Date, contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements thereinperiods then ended (subject, in the light case of the circumstances under which they were madeunaudited statements, not misleading. There are no contracts, agreements, arrangements, transactions or documents which are required to be described or disclosed in the SEC Documents or to be filed as exhibits to the SEC Documents which have not been so described, disclosed or filednormal year-end audit adjustments).

SEC Documents. The Company has timely made available to Investor true and complete copies of all reports or registration statements the Company has filed or furnished, as applicable, all reports, schedules, forms, statements and other documents required to be filed or furnished by it with the SEC pursuant to Securities Exchange Commission (“SEC”) under the Securities Act or of 1933 (“Securities Act”) and the Securities Exchange Act of 1934 (the “Exchange Act”), for all of periods subsequent to December 31, 2005, all in the foregoing documents form so filed with or furnished to the SEC and all exhibits included therein and financial statements, notes and schedules thereto and documents incorporated by reference therein being hereinafter referred to as (collectively the “SEC Documents”). The Company has filed in a timely manner all documents that the Company was required to file under the Exchange Act during the 12 months preceding the date of this Agreement. As of their respective filing or furnishing dates, the SEC Documents complied in all material respects with the requirements of the Xxxxxxxx-Xxxxx Act, the Securities Act or the Exchange Act, as the case may beapplicable, and the rules and regulations promulgated thereunder, as applicable, to the respective SEC Documents, and, other than as corrected or clarified in a subsequent SEC Document prior to the date of this Agreement, none of the SEC Documents, at Documents filed under the time they were filed or furnished, Exchange Act 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 made therein, in the light of the circumstances under in which they were made, not misleading, except to the extent corrected by a subsequently filed document with the SEC. The information contained in None of the SEC Documents, considered as a whole and as amended as of Documents filed under the date hereof, do not as of the date hereof, and will not as of the Closing Date, contain any Securities Act contained an untrue statement of a material fact or omit omitted to state a material fact required to be stated therein or necessary to make the statements thereintherein not misleading at the time such SEC Documents became effective under the Securities Act. Without limiting the foregoing, in the light Company meets each of the circumstances eligibility requirements for the use of Form S-3 in connection with the resale registration of the Shares as contemplated under which they were made, not misleading. There are no contracts, agreements, arrangements, transactions or documents which are required to be described or disclosed in the SEC Documents or to be filed as exhibits to the SEC Documents which have not been so described, disclosed or filedRegistration Rights Agreement.

SEC Documents. The Company has timely Seller is obligated under the Securities Exchange Act of 1934, as amended (the “Exchange Act”) to file reports pursuant to Sections 13 or 15(d) thereof (all such reports filed or furnished, as applicable, all reports, schedules, forms, statements and other documents required to be filed by the Seller at any date subsequent to January 1, 1996, including all exhibits thereto or furnished incorporated therein by it with reference, and all documents filed by the SEC pursuant to Seller under the Securities Act or the Exchange Act (all of the foregoing documents filed with or furnished to the SEC and all exhibits included therein and financial statements, notes and schedules thereto and documents incorporated by reference therein being hereinafter referred to as called the “SEC Documents”). As of their respective filing The Seller has filed all reports or furnishing dates, the SEC Documents complied in all material respects with the requirements of the Xxxxxxxx-Xxxxx Act, the Securities Act or other documents required to be filed under the Exchange Act, as the case may be, and the rules and regulations promulgated thereunder, as applicable, to the respective SEC Documents, and, other than as corrected or clarified in a subsequent SEC Document Act prior to the date of this Agreement, none . All SEC Documents filed by the Seller (i) were prepared in all material respects in accordance with the requirements of the SEC Documents, Exchange Act and (ii) did not at the time they were filed (or, if amended or furnishedsuperseded by a filing prior to the date hereof, contained then on the date of such filing) 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 the light of the circumstances under which they were made, not misleading. The information contained in Seller has previously delivered or made available via XXXXX to the SEC DocumentsPurchasers a correct and complete copy of each report which the Seller filed with the Securities and Exchange Commission (the “SEC” or the “Commission”) under the Exchange Act for any period ending on or after December 31, considered as a whole and as amended as of the date hereof, do not as of the date hereof, and will not as of the Closing Date, contain any untrue statement of a material fact 2002 (all such reports filed or omit to state a material fact necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading. There are no contracts, agreements, arrangements, transactions or documents which are required to be described filed by the Seller including all exhibits thereto or incorporated therein by reference, the “Recent Reports”). None of the information about the Seller or any of its Subsidiaries which has been disclosed to the Purchasers herein or in the course of discussions and negotiations with respect hereto which is not disclosed in the SEC Documents Recent Reports is or was required to be filed as exhibits so disclosed, and no material non-public information has been disclosed to the SEC Documents which have not been so described, disclosed or filedPurchasers.

SEC Documents. The Company PPTI has timely filed or furnished, as applicable, all reports, schedules, forms, statements and other documents required to be filed or furnished by it with the SEC Securities and Exchange Commission (the “Commission”) pursuant to the Securities Act or of 1933 (the “Securities Act”) and the Securities Exchange Act of 1934 (all of the foregoing documents filed with or furnished to the SEC and all exhibits included therein and financial statements, notes and schedules thereto and documents incorporated by reference therein being hereinafter referred to as “Exchange Act”) (the “SEC Documents”). As of their respective filing or furnishing dates, PPTI is not currently eligible to use Form S-3 for stockholder registration statements under the Securities Act. The SEC Documents have complied in all material respects with the requirements of the Xxxxxxxx-Xxxxx Act, the Securities Act or the Exchange Act, as the case may be, and the rules and regulations of the Commission promulgated thereunder, as applicable, thereunder applicable to the respective SEC Documents, and, other than as corrected or clarified in a subsequent SEC Document prior to the date of this Agreement, and none of the SEC Documents, at the time they were filed or furnishedwith the Commission, 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 the light of the circumstances under which they were made, not misleading. The information contained As of their respective dates, to the best of PPTI’s knowledge during those respective dates, the financial statements of PPTI included in the SEC Documents complied as to form in all material respects with applicable accounting requirements and the published rules and regulations of the Commission with respect thereto. Such financial statements have been prepared in accordance with accounting principles generally accepted in the United States as in effect from time to time (“GAAP”), consistently applied, during the periods involved (except (a) as may be otherwise indicated in such financial statements or the notes thereto, or (b) in the case of unaudited interim statements, to the extent they may exclude footnotes or may be condensed or summary statements) and fairly present in all material respects the financial condition of PPTI as of the respective dates thereof and the results of its operations and cash flows for the respective periods then ended (subject, in the case of unaudited statements, to normal year-end audit adjustments). Except as set forth in the SEC Documents, considered as a whole and as amended as PPTI has not received notification from the Commission, and/or any federal or state securities bureaus that any investigation (informal or formal), inquiry or claim is pending, threatened or in process against PPTI and/or relating to any of the date hereof, do not as of the date hereof, and will not as of the Closing Date, contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading. There are no contracts, agreements, arrangements, transactions or documents which are required to be described or disclosed in the SEC Documents or to be filed as exhibits to the SEC Documents which have not been so described, disclosed or filedPPTI’s securities.

SEC Documents. The Company As of the date of this Agreement, except as set forth in Section “8II” of Exhibit “J”, EDUtoons has timely filed or furnished, as applicable, with the Securities and Exchange Commission (the "SEC") all reports, schedulesstatements, forms, statements schedules and other documents (collectively, the "SEC Documents") required to be filed. Except as set forth in Section “8II” of Exhibit “J”, all SEC Documents required to be filed or furnished by it with the SEC pursuant to the Securities Act or the Exchange Act (all EDUtoons as of the foregoing documents date of this Agreement were timely filed with by EDUtoons or furnished to the SEC and all exhibits included therein and financial statements, notes and schedules thereto and documents incorporated by reference therein being hereinafter referred to as the “SEC Documents”)filed within an allowable extension. As of their respective filing or furnishing dates, the SEC Documents complied in all material respects with the applicable requirements of the Xxxxxxxx-Xxxxx Act, the Securities Act or the Securities Exchange Act, as the case may be, and the rules and regulations of the SEC promulgated thereunder, as applicable, to the respective SEC Documents, and, other than as corrected or clarified in a subsequent SEC Document prior to the date of this Agreement, and none of the SEC Documents, at the time they were filed or furnishedwith the SEC, 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 the light of the circumstances under which they were made, not misleading. The information contained As of their respective dates, the financial statements included in the SEC Documents, considered Documents (the "Financial Statements") complied as a whole to form in all material respects with applicable accounting requirements and as amended as the published rules and regulations of the date hereof, do not as of the date hereof, and will not as of the Closing Date, contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements therein, in the light of the circumstances under which they were made, not misleadingSEC with respect thereto. There are no contracts, agreements, arrangements, transactions material misstatements or documents which are required omissions in any periodic report previously filed by EDUtoons pursuant to be described Section 15(d) of the Securities Exchange Act or disclosed in any proxy or information material previously furnished to its stockholders pursuant to Section 14 of the SEC Documents or to be filed as exhibits to the SEC Documents which have not been so described, disclosed or filedExchange Act.

SEC Documents. The Company has timely filed or furnished, as applicable, all reports, schedules, forms, statements statements, exhibits (including certifications of the Company’s of the Company’s principal executive and financial officers pursuant to Section 302 and 906 of Xxxxxxxx-Xxxxx (as defined in Section 7(s))) and other documents required to be filed or furnished by it with the SEC pursuant to the Securities Act or reporting requirements of the Exchange Act for the twelve (12) months preceding the date hereof (all of the foregoing documents filed with prior to or furnished on the date hereof, or prior to or on the SEC date of the Second Tranche Closing Date and the Third Tranche Closing Date for purposes of the Second Tranche Closing and the Third Tranche Closing, respectively, and all exhibits included therein and financial statements, notes statements and schedules thereto and documents incorporated by reference therein being hereinafter referred to in this Agreement as the “SEC Documents”). As of their respective the date of filing or furnishing datesof each such SEC Document, such SEC Document, as it may have been subsequently amended by filings made by the Company with the SEC Documents prior to the date hereof, complied in all material respects with the requirements of the Xxxxxxxx-Xxxxx Act, the Securities Exchange Act or the Exchange Act, as the case may be, and the rules and regulations of the SEC promulgated thereunder, as applicable, thereunder applicable to the respective such SEC Documents, and, other than as corrected or clarified in a subsequent SEC Document prior to the date of this Agreement, none Document. None of the SEC Documents, at as of the time date filed and as they were filed or furnishedmay have been subsequently amended by filings made by the Company with the SEC prior to the date hereof, 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 the light of the circumstances under which they were made, not misleading. The information contained in the SEC Documents, considered as a whole and as amended as of the date hereof, do not as of the date hereof, and will not as of the Closing Date, contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading. There are no contracts, agreements, arrangements, transactions or documents which are required to be described or disclosed in the SEC Documents or to be filed as exhibits to the SEC Documents which have not been so described, disclosed or filed.

SEC Documents. (i) The Company has timely filed or furnished, as applicable, all reports, schedules, forms, statements and other documents with the SEC required to be filed or furnished by it the Company since January 1, 2015 (together with the SEC pursuant to the Securities Act or the Exchange Act (all of the foregoing documents filed with or furnished to the SEC and all exhibits included information incorporated therein and financial statementsby reference, notes and schedules thereto and documents incorporated by reference therein being hereinafter referred to as the “SEC Documents”), in each case at or prior to the time required. No Subsidiary of the Company is, or has been, required to file or furnish any report, schedule, form, statement or other document with, or make any other filing with, or furnish any other material to, the SEC. As of their respective filing or furnishing dateseffective dates (in the case of SEC Documents that are registration statements filed pursuant to the Securities Act of 1933, as amended, and the rules and regulations promulgated thereunder (collectively, the “Securities Act”)) and as of their respective filing dates (in the case of all other SEC Documents Documents), each 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, the Securities Act or the Exchange Act, as the case may be, of 2002 and the rules and regulations promulgated thereunderthereunder (collectively, as applicable“SOX”), in each case, applicable to the respective such SEC DocumentsDocument, and, other than as corrected or clarified in a subsequent SEC Document prior to the date of this Agreement, and none of the SEC Documents, Documents at the time they were it was filed or furnished, furnished 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 the light of the circumstances under which they were made, not misleading. The Except to the extent that information contained in any SEC Document filed or furnished and publicly available prior to the date of this Agreement (a “Filed SEC Document”) has been amended, restated, revised or superseded by a later filed or furnished Filed SEC Document, none of the SEC Documents, considered as a whole and as amended as of the date hereof, do not as of the date hereof, and will not as of the Closing Date, contain Documents contains any untrue statement of a material fact or omit omits to state a material fact required to be stated therein or necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading. There As of the date of this Agreement, there are no contractsoutstanding or unresolved comments in any comment letters received by the Company from the SEC relating to the SEC Documents. As of the date of this Agreement, agreementsto the knowledge of the Company, arrangementsnone of the SEC Documents is the subject of any ongoing review by the SEC. The financial statements (including the related notes) of the Company included in the SEC Documents complied, transactions at the time the respective statements were filed, as to form in all material respects with the applicable accounting requirements and the published rules and regulations of the SEC with respect thereto, were derived from the books of account and other financial records of the Company and its Subsidiaries, were prepared in accordance with generally accepted accounting principles in effect from time to time in the United States of America (“GAAP”) (except, in the case of unaudited quarterly financial statements, as permitted by Form 10‑Q or documents which other rules and regulations of the SEC) applied on a consistent basis during the periods involved (except as may be indicated in the notes thereto) and fairly present in all material respects the consolidated financial position of the Company and its consolidated Subsidiaries as of the dates thereof and their consolidated results of operations and cash flows for the periods then ended (subject, in the case of unaudited quarterly financial statements, to normal recurring year-end adjustments that are immaterial in nature). Except as reflected or reserved against on the consolidated balance sheet of the Company included in the Company’s financial statements (or the notes thereto) included in the Filed SEC Documents, the Company and its Subsidiaries have no material liabilities or obligations of any nature (whether accrued, absolute, contingent or otherwise) that are required to be described recorded as a liability or disclosed by GAAP in the SEC Documents financial statements or footnotes thereto other than liabilities or obligations that (A) were incurred after the date of the latest balance sheet included in the Baseline Financials in the ordinary course of business consistent with past practice or (B) were incurred in connection with this Agreement, the Merger or the other transactions contemplated by this Agreement. (ii) The Company is in compliance in all material respects with the provisions of SOX applicable to be filed it. (iii) The principal executive officer of the Company and the principal financial officer of the Company each has made all certifications required by Rules 13a-14 and 15d-14 under the Exchange Act and Sections 302 and 906 of SOX, as exhibits applicable, with respect to the SEC Documents which Documents, and the statements contained in such certifications were accurate as of the date they were made. For purposes of this Agreement, “principal executive officer” and “principal financial officer” shall have the meanings given to such terms in SOX. Neither the Company nor any of its Subsidiaries has outstanding, or has (since the Company was subject thereto) arranged any outstanding, “extension of credit” to directors or executive officers within the meaning of Section 402 of SOX. (iv) Neither the Company nor any of its Subsidiaries is a party to or bound by, or has any commitment to become a party to or bound by, any joint venture, off-balance sheet partnership or any similar Contract (including any Contract relating to any transaction or relationship between or among the Company and any of its Subsidiaries, on the one hand, and any unconsolidated affiliate, including any structured finance, special purpose or limited purpose entity or person, on the other hand, or any “off-balance sheet arrangements” (as defined in Item 303(a) of Regulation S-K under the Securities Act)) where the purpose or intended or known result or effect of such joint venture, partnership or Contract is to avoid disclosure of any material transaction involving, or material liabilities of, the Company or any of its Subsidiaries in the Company’s or any of its Subsidiaries’ published financial statements or other SEC Documents. (v) The Company maintains “internal control over financial reporting” (as defined in Rule 13a-15(f) of the Exchange Act) and “disclosure controls and procedures” (as defined in Rule 13a-15(e) of the Exchange Act) as required by the Exchange Act. The Company has disclosed, based on its most recent evaluation of internal control over financial reporting, to the Company’s auditors and the audit committee of the Company’s Board of Directors (A) any significant deficiencies and material weaknesses in the design or operation of its internal control over financial reporting that 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 been so describedmaterial, disclosed that involves management or filedother employees who have a significant role in the Company’s internal control over financial reporting. The Company has not identified any current significant deficiencies or material weaknesses in the design or operation of its internal control over financial reporting.

SEC Documents. The Company has timely filed or furnished, as applicable, all reports, schedules, forms, statements and other documents required to be filed or furnished by it with the SEC pursuant to the Securities Act or the Exchange Act (all of the foregoing documents filed with or furnished to the SEC and all exhibits included therein and financial statements, notes and schedules thereto and documents incorporated by reference therein being hereinafter referred to as the “SEC Documents”). As of their respective filing or furnishing dates, the SEC Documents complied in all material respects with the requirements of the XxxxxxxxSarxxxxx-Xxxxx ActXxt, the Securities Act or the Exchange Act, as the case may be, and the rules and regulations promulgated thereunder, as applicable, to the respective SEC Documents, and, other than as corrected or clarified in a subsequent SEC Document prior to the date of this Agreement, none of the SEC Documents, at the time they were filed or furnished, 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 the light of the circumstances under which they were made, not misleading. The information contained in the SEC Documents, considered as a whole and as amended as of the date hereof, do not as of the date hereof, and will not as of the Closing Date, contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading. There are no contracts, agreements, arrangements, transactions or documents which are required to be described or disclosed in the SEC Documents or to be filed as exhibits to the SEC Documents which have not been so described, disclosed or filed.

SEC Documents. (a) The Company has timely filed with or furnishedfurnished to the SEC all forms, as applicable, all reports, schedules, formsstatements, prospectuses, registration statements, definitive proxy statements and other documents required to be filed by the Company with or furnished by it with the SEC pursuant to the Securities Act or the Exchange Act (all of the foregoing documents filed with or furnished Company to the SEC and since January 1, 2023 (collectively, including all exhibits included therein and financial statements, notes and schedules thereto and documents information incorporated by reference therein being hereinafter referred to as therein, the “Company SEC Documents”). As of their respective filing dates (and/or as of the date of any amendment or furnishing datessupplement thereto), the (i) each Company SEC Documents Document complied in all material respects with the requirements of the Securities Act, the Exchange Act and the Xxxxxxxx-Xxxxx Act, the Securities Act or the Exchange Actof 2002, as the case may be, and the respective rules and regulations of the SEC promulgated thereunder, in each case, applicable to such Company SEC Documents and (ii) as applicableof their respective dates, or, to the respective SEC Documents, and, other than as corrected extent amended or clarified in a subsequent SEC Document supplemented prior to the date of this ​ ​ Agreement, none as of the date of (and giving effect to) the last amendment or supplement (and in the case of registration statements, on the date of effectiveness), the Company SEC Documents, at the time they were Documents when filed or furnished, contained furnished pursuant to the Securities Act or the Exchange Act did not contain any untrue statement of a material fact or omitted omit to state a any material fact required to be stated therein or necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading. ; provided, however, that no representation or warranty is made by the Company with respect to information supplied by or on behalf of Parent or Merger Sub or any of their Representatives specifically for inclusion or incorporation by reference in any Company SEC Document. (b) The Company has established and maintains disclosure controls and procedures (as defined in Rules 13a-15(e) and 15d-15(e) under the Exchange Act) and such disclosure controls and procedures are designed to ensure that all information contained (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 by the Company in the reports that it files or submits under the Exchange Act 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 under the Exchange Act with respect to such reports. For purposes of this Agreement, “principal executive officer” and “principal financial officer” shall have the meanings given to such terms in the Xxxxxxxx-Xxxxx Act of 2002. (c) The Company has established and maintains a system of internal control over financial reporting (as defined in Rules 13a-15(f) and 15d-15(f) under the Exchange Act): (i) designed to provide reasonable assurance regarding the reliability of the Company’s financial reporting and the preparation of Company financial statements for external purposes in accordance with GAAP; (ii) that pertain to the maintenance of records that in reasonable detail accurately and fairly reflect the transactions and dispositions of the assets of the Company; (iii) that provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with GAAP, and that receipts and expenditures of the Company are being made only in accordance with authorizations of the Company’s management and the Company Board; and (iv) that provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use or disposition of the Company’s assets that could have a material effect on the financial statements. (d) There are no outstanding loans or other extension of credit made by the Company to any executive officer (as defined in Rule 3b-7 under the Exchange Act) or director of the Company. Except as disclosed in its Company SEC Documents, considered since January 1, 2021, neither the Company nor, to the knowledge of the Company, the Company’s independent registered public accounting firm has identified or been made aware of (i) any material deficiencies or weaknesses in the design or operation of internal controls that are reasonably likely to adversely affect the Company’s ability to record, process, summarize and report financial information; (ii) any fraud, whether or not ​ ​ material, that involves management or other employees who have a role in internal controls or (iii) any claim or allegation regarding any of the foregoing. (e) The Company is not a party to, or has any commitment to become a party to, any joint venture, off balance sheet partnership or any similar Contract or arrangement (including any Contract or arrangement relating to any transaction or relationship between or among the Company, on the one hand, and any unconsolidated Affiliate, including any structured finance, special purpose or limited purpose entity or Person, on the other hand, or any off balance sheet arrangements (as a whole defined in Item 303 of Regulation S-K under the Securities Act)), where the result, purpose or intended effect of such Contract is to avoid disclosure of any material transaction involving, or material Liabilities of, the Company in the Company’s published financial statements or other Company SEC Documents. (f) The Company has made available to Parent accurate and as amended complete copies of all material correspondence through the date hereof between the SEC, on the one hand, and the Company, on the other hand, including comment letters from the staff of the SEC relating to the Company SEC Documents containing unresolved comments and all written responses of the Company thereto. To the knowledge of the Company, as of the date hereof, do not as no Company SEC Document is the subject of ongoing review, comment or investigation by the SEC. As of the date hereof, and will not as of the Closing Date, contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading. There there are no contracts, agreements, arrangements, transactions outstanding or documents which are required to be described or disclosed unresolved comments in comment letters received from the SEC Documents or staff with respect to be filed as exhibits to the any Company SEC Documents which have not been so described, disclosed or filedDocument.

SEC Documents. (a) The Company has timely filed made available to Parent, or furnishedthe Electronic Data Gathering, as applicableAnalysis and Retrieval (XXXXX) database of the SEC contains in a publicly available format, complete and correct copies of all reports, schedules, forms, statements and other documents required to be filed or furnished by it with the SEC pursuant to the Securities Act or the Exchange Act (all of the foregoing documents filed with or furnished to the SEC and by the Company since January 1, 2004 (together with all exhibits included information incorporated therein and financial statementsby reference, notes and schedules thereto and documents incorporated by reference therein being hereinafter referred to as the “SEC Documents”). Since January 1, 2004, the Company has filed with or furnished to the SEC each report, schedule, form, statement or other document or filing required by Law to be filed or furnished at or prior to the time so required. No Subsidiary of the Company is required to file or furnish any report, schedule, form, statement or other document with, or make any other filing with, or furnish any other material to, the SEC. As of their respective filing or furnishing dates, each of the SEC Documents complied as to form in all material respects with the requirements of the Xxxxxxxx-Xxxxx Act, the Securities Act or the Exchange Actof 1933, as the case may beamended, and the rules and regulations promulgated thereunderthereunder (collectively, as applicablethe “Securities Act”) and the Exchange Act, in each case, applicable to such SEC Document at the time it was filed or furnished to the respective SEC DocumentsSEC, and, other than as corrected or clarified in a subsequent SEC Document prior to the date of this Agreement, and none of the SEC Documents, Documents at the time they were it was filed or furnished, furnished 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 that information contained in any SEC Document filed or furnished and publicly available prior to the date of this Agreement (a “Filed SEC Document”) has been revised or superseded by a later filed or furnished Filed SEC Document, none of the SEC Documents contains any untrue statement of a material fact or omits 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 information contained in Company has made available to Parent copies of all comment letters received by the Company from the SEC since January 1, 2004, and relating to the SEC Documents, considered together with all written responses of the Company thereto. As of the date of this Agreement, there are no outstanding or unresolved comments in such comment letters received by the Company from the SEC. As of the date of this Agreement, to the knowledge of the Company, none of the SEC Documents is the subject of any ongoing review by the SEC. The financial statements (including the related notes) of the Company included in the SEC Documents complied, at the time the respective statements were filed, as to form in all material respects with the applicable accounting requirements and the published rules and regulations of the SEC with respect thereto, have been or will be prepared in accordance with generally accepted accounting principles in effect from time to time in the United States of America (“GAAP”) (except, in the case of unaudited statements, as permitted by the rules and regulations of the SEC) applied on a whole consistent basis during the periods involved (except as may be indicated in the notes thereto) and fairly present in accordance with GAAP in all material respects the consolidated financial position of the Company and its consolidated subsidiaries as amended of the dates thereof and their consolidated results of operations and cash flows for the periods then ended (subject, in the case of unaudited statements, to normal and recurring year-end audit adjustments). Except (i) as set forth or fully reserved against in the most recent audited financial statements (including the notes thereto) included in the Filed SEC Documents (the “Baseline Financials”), (ii) for liabilities incurred after the date of the Baseline Financials but prior to the date of this Agreement in the ordinary course of business consistent (including in type and amount) with past practice and (iii) for liabilities incurred on or after the date of this Agreement that, individually or in the aggregate, are not reasonably likely to have a Material Adverse Effect, the Company and its subsidiaries have no material liabilities or obligations of any nature (whether accrued, absolute, contingent or otherwise). (b) The Company is in compliance in all material respects with the provisions of the Xxxxxxxx-Xxxxx Act of 2002 and the rules and regulations promulgated thereunder (collectively, “SOX”) applicable to it. To the knowledge of the Company, there have been no violations of provisions of the Company’s code of ethics. (c) The principal executive officer of the Company and the principal financial officer of the Company each has made all certifications required by Rule 13a-14 or 15d-14 under the Exchange Act and Sections 302 and 906 of SOX, as applicable, with respect to the SEC Documents, and the statements contained in such certifications were true and accurate as of the date hereofthey were made. For purposes of this Agreement, do not “principal executive officer” and “principal financial officer” shall have the meanings given to such terms in SOX. Neither the Company nor any of its subsidiaries has outstanding, or has since the adoption of SOX arranged any outstanding, “extensions of credit” to directors or executive officers within the meaning of Section 402 of SOX. (d) Neither the Company nor any of its subsidiaries is a party to, or has any commitment to become a party to, any joint venture, off-balance sheet partnership or any similar Contract (including any Contract relating to any transaction or relationship between or among the Company and any of its subsidiaries, on the one hand, and any unconsolidated affiliate, including any structured finance, special purpose or limited purpose entity or person, on the other hand, or any “off-balance sheet arrangements” (as defined in Item 303(a) of Regulation S-K of the date hereofSEC)), where the purpose or intended or known result or effect of such joint venture, partnership or Contract is to avoid disclosure of any material transaction involving, or material liabilities of, the Company or any of its subsidiaries in the Company’s or any of its subsidiaries published financial statements or other SEC Documents. (e) The Company’s “internal control over financial reporting” (as defined in Rule 13a-15(f) under the Exchange Act and 15d-15(f) of the Exchange Act) is sufficient to provide reasonable assurance (A) regarding the reliability of the Company’s financial reporting and the preparation of financial statements for external purposes in accordance with GAAP, (B) that transactions are recorded as necessary to permit preparation of financial statements in accordance with GAAP, (C) that receipts and expenditures of the Company are made only in accordance with the authorizations of management and directors of the Company, and will not as (D) regarding prevention or timely detection of unauthorized acquisition, use or disposition of the Closing DateCompany’s assets that could have a material effect on the Company’s financial statements. (f) The Company’s “disclosure controls and procedures” (as defined in Rule 13a-15(e) under the Exchange Act and Rule 15d-15(e) of the Exchange Act) are designed to ensure that (A) information required to be disclosed by the Company in the reports that it files or submits under the Exchange Act is recorded, contain processed, summarized and reported within the time periods specified in the rules and forms of the SEC and (B) all such information required to be disclosed by the Company in the reports that it files or submits under the Exchange Act is accumulated and communicated to the Company’s management, including its principal executive and principal financial officers, or persons performing similar functions, as appropriate to allow timely decisions regarding required disclosure. (g) Since January 1, 2004, neither the Company nor any untrue statement of its Subsidiaries nor, to Company’s knowledge, any director, officer, employee, auditor or accountant of the Company or any of its Subsidiaries has received written notice of any material complaint, allegation, or claim regarding improper, wrongful or fraudulent accounting or auditing practices, procedures, methodologies or methods of the Company or any of its Subsidiaries or their respective internal accounting controls or any material inaccuracy in the Company’s financial statements that was investigated by the Company Board or a committee thereof or reported to the Company’s independent public accountants. Since January 1, 2004 no attorney representing the Company or any of its Subsidiaries, whether or not employed by the Company or any of its Subsidiaries, has reported to the Company Board or any committee thereof evidence of a material fact violation of securities laws, breach of fiduciary duty or omit to state a material fact necessary to make violation of applicable Law by the statements thereinCompany or any of its officers, directors, employees or agents, acting in the light course of performance of their duties on behalf of the circumstances under which they were madeCompany, not misleading. There are no contractsthat would, agreementsor would be reasonably likely to, arrangements, transactions or documents which are required to be described or disclosed result in the SEC Documents or to be filed as exhibits a material liability to the SEC Documents which have not been so describedCompany and its Subsidiaries, disclosed or filedtaken as a whole.

SEC Documents. The Company Except as set forth in Section 3.27 of the Buyer Disclosure Schedule, Buyer has timely filed filed, or furnished, as applicablewill file prior to the Closing Date, all reports, schedules, forms, statements and other documents Buyer SEC Documents required to be filed or furnished by it with Buyer before the SEC pursuant to date of this Agreement and before the Securities Act or the Exchange Act (all of the foregoing documents filed with or furnished to the SEC and all exhibits included therein and financial statements, notes and schedules thereto and documents incorporated by reference therein being hereinafter referred to as the “SEC Documents”)Effective Time. As of their respective filing or furnishing dates, the Buyer SEC Documents complied as to form in all material respects with the requirements of the Xxxxxxxx-Xxxxx Act, the Securities Act or the Exchange Act, as the case may be, and the rules and regulations of the SEC promulgated thereunder, as applicable, thereunder applicable to the respective such Buyer SEC Documents, and, other than as corrected or clarified in a subsequent SEC Document prior to the date of this Agreement, and none of the Buyer SEC Documents, at the time they were filed or furnished, 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 that information contained in any Buyer SEC Document has been revised or superseded by a later-filed Buyer SEC Document, filed and publicly available before the date of this Agreement or before the Effective Time, none of the Buyer 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 information contained financial statements of Buyer included in the Buyer SEC Documents, considered Documents complied as a whole of their respective dates of filing with the SEC as to form and as amended as substance in all material respects with applicable accounting requirements and the published rules and regulations of the SEC with respect thereto. As of the date hereofof this Agreement, do not except as set forth in Section 3.27 of the date hereofBuyer Disclosure Schedule, and will not as of the Closing Date, contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading. There there are no contracts, agreements, arrangements, transactions or documents which are required Buyer Material Contracts that Buyer expects to be described or disclosed in the SEC Documents or to be filed file as exhibits to its Annual Report on Form 10-K for the SEC Documents which have not been so describedyear ended December 31, disclosed 2009 or filedany subsequent Quarterly Report on Form 10-Q, or any required Current Report.

SEC Documents. The Company has timely filed or furnishedall reports, schedules, forms, ------------- statements and other documents required to be filed by it with the United States Securities and Exchange Commission (the "SEC") pursuant to the reporting requirements of the Securities Exchange Act of 1934, as applicableamended, and any rules or regulations promulgated thereunder (the "Exchange Act"), on a timely basis (all of the foregoing, together with all reports, schedules, forms, statements and other documents required to be filed or furnished by it Company's subsidiaries with the SEC pursuant to the Securities Act or the Exchange Act (all of the foregoing documents filed with or furnished to the SEC SEC, and all exhibits included therein and financial statements, notes statements and schedules thereto and documents (other than exhibits) incorporated by reference therein therein, being hereinafter referred to herein as the “"SEC Documents”"). As of their respective filing or furnishing dates, the SEC Documents complied in all material respects with the requirements of the Xxxxxxxx-Xxxxx Act, the Securities Exchange Act or the Exchange Act, as the case may be, and the rules and regulations promulgated thereunder, as applicable, applicable to the respective SEC Documents, and, other than as corrected or clarified in a subsequent SEC Document prior to the date of this Agreement, and none of the SEC Documents, at the time they were filed or furnishedwith the SEC, 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 the light of the circumstances under which they were made, not misleading. The As of the date hereof, the information contained in the SEC Documents, considered as a whole and as amended as when viewed in the context of the date hereoftotal mix of information publicly available concerning the Company, do does not as of the date hereof, and will not as of the Closing Date, contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading. There are no contracts, agreements, arrangements, transactions or documents which are required to be described or disclosed in the SEC Documents or to be filed as exhibits to the SEC Documents which have not been so described, disclosed or filed.

SEC Documents. The Except in each case as do not and would not have a Material Adverse Effect, the Company has timely filed or furnishedfurnished (including following any extensions of time for filing provided by Rule 12b-25 promulgated under the Exchange Act), as applicable, all reports, schedules, forms, statements and other documents required to be filed or furnished by it with the SEC U.S. Securities and Exchange Commission (the “SEC”) pursuant to the Securities Act or the Exchange Act and the rules and regulations promulgated thereunder (all of the foregoing documents filed with or furnished to the SEC and all exhibits included therein and financial statements, notes and schedules thereto and documents incorporated by reference therein being hereinafter referred to as the “SEC Documents”). As of their respective filing or furnishing dates, the SEC Documents complied in all material respects with the requirements of the Xxxxxxxx-Xxxxx ActAct of 2002, the Securities Act or the Exchange Act, as the case may be, and the rules and regulations promulgated thereunder, as applicable, to the respective SEC Documents, and, other than as corrected or clarified in a subsequent SEC Document prior to the date of this Agreement, none of the SEC Documents, at the time they were filed or furnished, 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 the light of the circumstances under which they were made, not misleading. The information contained in the SEC Documents, considered as a whole and as amended as of the date hereof, do not as of the date hereof, and will not as of the Closing DateDate (or the Additional Closing Date if applicable), contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading. There are no contracts, agreements, arrangements, transactions or documents which are required to be described or disclosed in the SEC Documents or to be filed as exhibits to the SEC Documents which have not been so described, disclosed or filed.filed except where the failure to so describe, disclose or file does not and would not have a Material Adverse Effect. The Company is in compliance with the applicable listing and corporate governance rules and regulations of the Nasdaq Stock Market in all material respects. The Company and its Subsidiaries have taken no action designed to, or reasonably likely to have the effect of, delisting the American depositary shares representing the Ordinary Shares (the “ADSs”) from the Nasdaq Stock Market. The Company has not received any notification that the SEC or the Nasdaq Stock Market is contemplating suspending or terminating such listing (or the applicable registration under the Exchange Act related thereto). The Company is in compliance with the Xxxxxxxx-Xxxxx Act of 2002 in all material respects. ​ ​ ​ ​

SEC Documents. The Except in each case as do not and would not have a Material Adverse Effect, the Company has timely filed or furnishedfurnished (including following any extensions of time for filing provided by Rule 12b-25 promulgated under the Exchange Act), as applicable, all reports, schedules, forms, statements and other documents required to be filed or furnished by it with the SEC U.S. Securities and Exchange Commission (the “SEC”) pursuant to the Securities Act or the Exchange Act and the rules and regulations promulgated thereunder (all of the foregoing documents filed with or furnished to the SEC and all exhibits included therein and financial statements, notes and schedules thereto and documents incorporated by reference therein being hereinafter referred to as the “SEC Documents”). As of their respective filing or furnishing dates, the SEC Documents complied in all material respects with the requirements of the Xxxxxxxx-Xxxxx ActAct of 2002, the Securities Act or the Exchange Act, as the case may be, and the rules and regulations promulgated thereunder, as applicable, to the respective SEC Documents, and, other than as corrected or clarified in a subsequent SEC Document prior to the date of this Agreement, none of the SEC Documents, at the time they were filed or furnished, 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 the light of the circumstances under which they were made, not misleading. The information contained in the SEC Documents, considered as a whole and as amended as of the date hereof, do not as of the date hereof, and will not as of the Sky Ease Closing DateDate (or the BCI Closing Date if applicable), contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading. There are no contracts, agreements, arrangements, transactions or documents which are required to be described or disclosed in the SEC Documents or to be filed as exhibits to the SEC Documents which have not been so described, disclosed or filedfiled except where the failure to so describe, disclose or file does not and would not have a Material Adverse Effect. The Company is in compliance with the applicable listing and corporate governance rules and regulations of the Nasdaq Stock Market in all material respects. The Company and its Subsidiaries have taken no action designed to, or reasonably likely to have the effect of, ​ ​ delisting the American depositary shares representing the Ordinary Shares (the “ADSs”) from the Nasdaq Stock Market. The Company has not received any notification that the SEC or the Nasdaq Stock Market is contemplating suspending or terminating such listing (or the applicable registration under the Exchange Act related thereto). The Company is in compliance with the Xxxxxxxx-Xxxxx Act of 2002 in all material respects.

SEC Documents. The (a) Since January 1, 2017, the Company has timely filed or furnished, as applicable, all reports, schedules, forms, statements and other documents required to be filed or furnished by it with the SEC pursuant to the Securities Act or the Exchange Act (all of the foregoing documents filed with or furnished to the SEC all forms, reports, schedules, statements, prospectuses, registration statements, definitive proxy statements and other documents (collectively, including all exhibits included therein and financial statements, notes and schedules thereto and documents information incorporated by reference therein being hereinafter referred to as therein, the “Company SEC Documents”)) required to be filed by the Company with or furnished by the Company to the SEC in a timely manner. As of their respective filing dates (and as of the date of any amendment or furnishing datessupplement thereto), the (i) each Company SEC Documents Document complied in all material respects with the requirements of the Xxxxxxxx-Xxxxx Securities Act, the Securities Exchange Act or and the Exchange ActSxxxxxxx-Xxxxx Act of 2002, as the case may be, and the respective rules and regulations of the SEC promulgated thereunderthereunder and the applicable requirements of NASDAQ, as applicablein each case, applicable to the respective such Company SEC Documents, and, other than as corrected (ii) except to the extent that information contained in such Company SEC Documents has been revised, amended, modified, or clarified in a subsequent SEC Document superseded (prior to the date of this Agreement) by a later filed Company SEC Document, none of the Company SEC Documents, at the time they were Documents when filed or furnished, contained furnished pursuant to the Exchange Act did not contain any untrue statement of a material fact or omitted omit to state a any material fact required to be stated therein or necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading. . (b) The Company has established, has maintained and maintains disclosure controls and procedures (as defined in Rules 13a-15(e) and 15d-15(e) under the Exchange Act) and such disclosure controls and procedures are designed to ensure that all information contained (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 by the Company in the reports that it files or submits under the Exchange Act 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 under the Exchange Act with respect to such reports. For purposes of this Agreement, “principal executive officer” and “principal financial officer” shall have the meanings given to such terms in the Sxxxxxxx-Xxxxx Act of 2002. (c) The Company has established, has maintained and maintains a system of internal control over financial reporting (as defined in Rules 13a-15(f) and 15d-15(f) under the Exchange Act): (i) designed to provide reasonable assurance regarding the reliability of the Company’s financial reporting and the preparation of Company financial statements for external purposes in accordance with GAAP; (ii) that pertain to the maintenance of records that in reasonable detail accurately and fairly reflect the transactions and dispositions of the assets of the Company; (iii) that provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with GAAP, and that receipts and expenditures of the Company are being made only in accordance with authorizations of the Company’s management and directors; and (iv) that provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use or disposition of the Company’s assets that could have a material effect on the financial statements. (d) The Company is, and since January 1, 2017 has been, in compliance in all material respects with all current listing and corporate governance requirements of NASDAQ, and is, and since January 1, 2017 has been, in compliance in all material respects with all rules, regulations and requirements of the Sxxxxxxx-Xxxxx Act of 2002 and the SEC. There are no outstanding loans or other extension of credit made by the Company to any executive officer (as defined in Rule 3b-7 under the Exchange Act) or director of the Company. Since January 1, 2017, neither the Company nor, to the knowledge of the Company, the Company’s independent registered public accounting firm has identified or been made aware of (i) any material deficiencies or weaknesses in the design or operation of internal controls that are reasonably likely to adversely affect the Company’s ability to record, process, summarize and report financial information, (ii) any fraud, whether or not material, that involves management or other employees who have a role in internal controls or (iii) any claim or allegation regarding any of the foregoing. (e) The Company is not a party to, nor does it have any commitment to become a party to, any joint venture, off balance sheet partnership or any similar Contract or arrangement (including any Contract or arrangement relating to any transaction or relationship between or among the Company, on the one hand, and any unconsolidated Affiliate, including any structured finance, special purpose or limited purpose entity or Person, on the other hand, or any off balance sheet arrangements (as defined in Item 303(a) of Regulation S-K under the Securities Act)), where the result, purpose or intended effect of such Contract is to avoid disclosure of any material transaction involving, or material liabilities of, the Company in the Company’s published financial statements or other Company SEC Documents. (f) The Company has made available to Parent accurate and complete copies of all material correspondence since January 1, considered as a whole 2017 through the date hereof between the SEC, on the one hand, and as amended the Company, on the other hand, including comment letters from the staff of the SEC relating to the Company SEC Documents containing unresolved comments and all written responses of the Company thereto. To the knowledge of the Company, as of the date hereof, do not as no Company SEC Document is the subject of ongoing review, comment or investigation by the SEC. As of the date hereof, and will not as of the Closing Date, contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading. There there are no contracts, agreements, arrangements, transactions outstanding or documents which are required to be described or disclosed unresolved comments in comment letters received from the SEC Documents or staff with respect to be filed as exhibits to the any Company SEC Documents which have not been so described, disclosed or filedDocument.

SEC Documents. The Company Borrower has timely filed filed, through the SEC’s Electronic Data Gathering, Analysis, and Retrieval system (or furnishedsuccessor thereto) (“XXXXX”), as applicable, all reports, schedules, forms, statements and other documents required to be filed or furnished by it with the SEC pursuant to the Securities Act or the Exchange Act (all of the foregoing documents SEC Documents within the time frames prescribed by the SEC (including any available grace periods and extensions authorized by the SEC) for the filing of such SEC Documents such that each filing was timely filed with or furnished to the SEC and all exhibits included therein and financial statements, notes and schedules thereto and documents incorporated by reference therein being hereinafter referred to as the “SEC Documents”)SEC. As of their respective filing or furnishing dates, or to the extent corrected by a subsequent restatement filed prior to the date that this representation is made, each of the SEC Documents complied in all material respects with the requirements of the Xxxxxxxx-Xxxxx Act, the Securities Act or and/or the Exchange Act, Act (as the case may be, applicable) and the rules and regulations of the SEC promulgated thereunder, as applicable, thereunder applicable to the respective SEC Documents, and, other than as corrected or clarified in a subsequent SEC Document prior to the date of this Agreement, none . None of the SEC Documents, at the time they were filed or furnishedwith the SEC, 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 the light of the circumstances under which they were made, not misleading. The information contained in Since the filing of the SEC Documents, considered as a whole of each Disbursement Date, no event has occurred that would require an amendment or supplement to any of the SEC Documents and as amended as of the date hereof, do to which such an amendment or a supplement has not as of the date hereof, been filed and will not as made publicly available on XXXXX on or prior to such Disbursement Date. As of the Closing Date, contain the Borrower has not received any untrue statement of a material fact or omit to state a material fact necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading. There are no contracts, agreements, arrangements, transactions or documents which are required to be described or disclosed in written comments from the SEC Documents or to be filed as exhibits to the SEC Documents which staff that have not been so describedresolved, disclosed or filedto the knowledge of the Borrower, to the satisfaction of the SEC staff.

SEC Documents. The Company has timely filed or furnished, as applicable, all reports, schedules, forms, statements and other documents required to be filed or furnished by it with the SEC pursuant to the Securities Act or the Exchange Act (all of the foregoing documents filed with or furnished to the SEC and all exhibits included therein and financial statements, notes and schedules thereto and documents incorporated by reference therein being hereinafter referred to as the “SEC Documents”). As of their respective filing or furnishing dates, the SEC Documents complied in all material respects with the requirements of the XxxxxxxxSxxxxxxx-Xxxxx Act, the Securities Act or the Exchange Act, as the case may be, and the rules and regulations promulgated thereunder, as applicable, to the respective SEC Documents, and, other than as corrected or clarified in a subsequent SEC Document prior to the date of this Agreement, none of the SEC Documents, at the time they were filed or furnished, 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 the light of the circumstances under which they were made, not misleading. The information contained in the SEC Documents, considered as a whole and as amended as of the date hereof, do not as of the date hereof, and will not as of the Closing Date, contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading. There are no contracts, agreements, arrangements, transactions or documents which are required to be described or disclosed in the SEC Documents or to be filed as exhibits to the SEC Documents which have not been so described, disclosed or filed.

SEC Documents. The Company has timely filed or furnished, as applicable, all reports, schedules, forms, statements and other documents required to be filed or furnished by it the Company with the SEC since January 1, 2014, pursuant to Sections 13(a), 14(a) and 15(d) of the of the Securities Act or the and Exchange Act of 1934, as amended (all of the foregoing documents filed with or furnished to the SEC and all exhibits included therein and financial statements“Exchange Act”) (collectively, notes and schedules thereto and documents incorporated by reference therein being hereinafter referred to as the “SEC Documents”). As of their its respective filing or furnishing datesdate, the each SEC Documents Document complied in all material respects with the requirements of the Xxxxxxxx-Xxxxx Act, the Securities Exchange Act or the Exchange Act, as the case may be, and the rules and regulations promulgated thereunder, as applicable, to the respective SEC Documents, and, other than as corrected or clarified in a subsequent SEC Document prior to the date of this Agreement, none of the SEC Documentspromulgated thereunder applicable to such SEC Document, at the time they were filed or furnished, contained and 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 the light of the circumstances under which they were made, not misleading. The Except to the extent that information contained in any SEC Document has been revised or superseded by a later filed SEC Document, none of the SEC Documents, considered as a whole and as amended Documents as of the date hereof, do not as of the date hereof, and will not as of the Closing Date, contain hereof contains any untrue statement of a material fact or omit omits to state a any material fact required to be stated therein or necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading. There are no contractsAs of the date of this Agreement, agreementsto the knowledge of the Company, arrangementsnone of the SEC Documents is the subject of any ongoing review by the SEC. The audited consolidated financial statements and the unaudited quarterly financial statements (including, transactions or documents which are required to be described or disclosed in each case, the notes thereto) of the Company included in the SEC Documents or when filed complied as to be filed as exhibits to form in all material respects with the published rules and regulations of the SEC Documents which with respect thereto, have not been so describedprepared in all material respects in accordance with United States generally accepted accounting principles (except, disclosed in the case of unaudited quarterly statements, as permitted by Form 10-Q of the SEC or filed.other rules and regulations of the SEC) applied on a consistent basis during the periods involved (except as may be indicated in the notes thereto) and fairly present 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 adjustments). Common Stock and Warrant Purchase Agreement; 12-2016

SEC Documents. The Company has timely filed or furnished, as applicable, all reports, schedules, forms, statements and other documents required to be filed or furnished by it with the SEC United States Securities and Exchange Commission (the "SEC") pursuant to the reporting requirements of the Securities Act or the Exchange Act of 1934, as amended, and any rules or regulations promulgated thereunder (the "Exchange Act"), on a timely basis (all of the foregoing foregoing, together with all reports, schedules, forms, statements and other documents filed by Company's subsidiaries with or furnished to the SEC SEC, and all exhibits included therein and financial statements, notes statements and schedules thereto and documents (other than exhibits) incorporated by reference therein therein, being hereinafter referred to herein as the “"SEC Documents”"). As of their respective filing or furnishing dates, the SEC Documents complied in all material respects with the requirements of the Xxxxxxxx-Xxxxx Act, the Securities Exchange Act or the Exchange Act, as the case may be, and the rules and regulations promulgated thereunder, as applicable, applicable to the respective SEC Documents, and, other than as corrected or clarified in a subsequent SEC Document prior to the date of this Agreement, and none of the SEC Documents, at the time they were filed or furnishedwith the SEC, 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 the light of the circumstances under which they were made, not misleading. The As of the date hereof, the information contained in the SEC Documents, considered as a whole and as amended as when viewed in the context of the date hereoftotal mix of information publicly available concerning the Company, do does not as of the date hereof, and will not as of the Closing Date, contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading. There are no contracts, agreements, arrangements, transactions or documents which are required to be described or disclosed in the SEC Documents or to be filed as exhibits to the SEC Documents which have not been so described, disclosed or filed.

SEC Documents. The Concentra has made available to the Company has timely a true and complete copy of each report, schedule, registration statement and definitive proxy statement filed or furnished, as applicable, all reports, schedules, forms, statements and other documents required to be filed or furnished by it Concentra Operating with the SEC pursuant since January 1, 2000 and prior to or on the Securities Act date of this Agreement (the "Concentra --------- SEC Documents"), which are all the documents (other than preliminary material) ------------- that Concentra or the Exchange Act (all of the foregoing documents filed its Subsidiaries were required to file with or furnished to the SEC between January 1, 2000 and all exhibits included therein and financial statements, notes and schedules thereto and documents incorporated by reference therein being hereinafter referred to as the “SEC Documents”)date of this Agreement. As of their respective filing or furnishing dates, the Concentra SEC Documents complied in all material respects with the requirements of the Xxxxxxxx-Xxxxx Act, the Securities Act or the Exchange Act, as the case may be, and the rules and regulations promulgated thereunder, as applicable, of the SEC thereunder applicable to the respective such Concentra SEC Documents, and, other than as corrected or clarified in a subsequent SEC Document prior to the date of this Agreement, and none of the Concentra SEC Documents, at the time they were filed or furnished, 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 the light of the circumstances under which they were made, not misleading. None of Concentra or its Subsidiaries has any outstanding and unresolved comments from the SEC with respect to any of the Concentra SEC Documents. The information contained consolidated financial statements of Concentra Operating included in the Concentra SEC Documents, considered Documents complied as a whole to form in all material respects with the published rules and as amended as regulations of the date hereofSEC with respect thereto, do not were prepared in accordance with GAAP applied on a consistent basis during the periods involved (except as of may be indicated in the date hereof, and will not as of the Closing Date, contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements thereinnotes thereto or, in the light case of the circumstances under which they were madeunaudited statements, not misleading. There are no contractsas permitted by Rule 10-01 of Regulation S-X of the SEC) and fairly present in accordance with applicable requirements of GAAP (subject, agreementsin the case of the unaudited statements, arrangementsto normal, transactions or documents recurring adjustments, none of which are required to be described or disclosed in material) the SEC Documents or to be filed consolidated financial position of Concentra Operating and its consolidated Subsidiaries as exhibits to of their respective dates and the SEC Documents which have not been so described, disclosed or filedconsolidated results of operations and the consolidated cash flows of Concentra Operating and its consolidated Subsidiaries for the periods presented therein.

SEC Documents. (i) The Company has timely filed or furnished, as applicable, all reports, schedules, forms, statements and other documents with the SEC required to be filed or furnished by it the Company since January 1, 2015 (together with the SEC pursuant to the Securities Act or the Exchange Act (all of the foregoing documents filed with or furnished to the SEC and all exhibits included information incorporated therein and financial statementsby reference, notes and schedules thereto and documents incorporated by reference therein being hereinafter referred to as the “SEC Documents”), in each case at or prior to the time required. No Subsidiary of the Company is, or has been, required to file or furnish any report, schedule, form, statement or other document with, or make any other filing with, or furnish any other material to, the SEC. As of their respective filing or furnishing dateseffective dates (in the case of SEC Documents that are registration statements filed pursuant to the Securities Act of 1933, as amended, and the rules and regulations promulgated thereunder (collectively, the “Securities Act”)) and as of their respective filing dates (in the case of all other SEC Documents Documents), each 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, the Securities Act or the Exchange Act, as the case may be, of 2002 and the rules and regulations promulgated thereunderthereunder (collectively, as applicable“SOX”), in each case, applicable to the respective such SEC DocumentsDocument, and, other than as corrected or clarified in a subsequent SEC Document prior to the date of this Agreement, and none of the SEC Documents, Documents at the time they were it was filed or furnished, furnished 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 the light of the circumstances under which they were made, not misleading. The Except to the extent that information contained in any SEC Document filed or furnished and publicly available prior to the date of this Agreement (a “Filed SEC Document”) has been amended, restated, revised or superseded by a later filed or furnished Filed SEC Document, none of the SEC Documents, considered as a whole and as amended as of the date hereof, do not as of the date hereof, and will not as of the Closing Date, contain Documents contains any untrue statement of a material fact or omit omits to state a material fact required to be stated therein or necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading. There As of the date of this Agreement, there are no contractsoutstanding or unresolved comments in any comment letters received by the Company from the SEC relating to the SEC Documents. As of the date of this Agreement, agreementsto the knowledge of the Company, arrangementsnone of the SEC Documents is the subject of any ongoing review by the SEC. The financial statements (including the related notes) of the Company included in the SEC Documents complied, transactions at the time the respective statements were filed, as to form in all material respects with the applicable accounting requirements and the published rules and regulations of the SEC with respect thereto, were derived from the books of account and other financial records of the Company and its Subsidiaries, were prepared in accordance with generally accepted accounting principles in effect from time to time in the United States of America (“GAAP”) (except, in the case of unaudited quarterly financial statements, as permitted by Form 10-Q or documents which other rules and regulations of the SEC) applied on a consistent basis during the periods involved (except as may be indicated in the notes thereto) and fairly present in all material respects the consolidated financial position of the Company and its consolidated Subsidiaries as of the dates thereof and their consolidated results of operations and cash flows for the periods then ended (subject, in the case of unaudited quarterly financial statements, to normal recurring year-end adjustments that are immaterial in nature). Except as reflected or reserved against on the consolidated balance sheet of the Company included in the Company’s financial statements (or the notes thereto) included in the Filed SEC Documents, the Company and its Subsidiaries have no material liabilities or obligations of any nature (whether accrued, absolute, contingent or otherwise) that are required to be described recorded as a liability or disclosed by GAAP in the SEC Documents financial statements or footnotes thereto other than liabilities or obligations that (A) were incurred after the date of the latest balance sheet included in the Baseline Financials in the ordinary course of business consistent with past practice or (B) were incurred in connection with this Agreement, the Merger or the other transactions contemplated by this Agreement. (ii) The Company is in compliance in all material respects with the provisions of SOX applicable to be filed it. (iii) The principal executive officer of the Company and the principal financial officer of the Company each has made all certifications required by Rules 13a-14 and 15d-14 under the Exchange Act and Sections 302 and 906 of SOX, as exhibits applicable, with respect to the SEC Documents which Documents, and the statements contained in such certifications were accurate as of the date they were made. For purposes of this Agreement, “principal executive officer” and “principal financial officer” shall have the meanings given to such terms in SOX. Neither the Company nor any of its Subsidiaries has outstanding, or has (since the Company was subject thereto) arranged any outstanding, “extension of credit” to directors or executive officers within the meaning of Section 402 of SOX. (iv) Neither the Company nor any of its Subsidiaries is a party to or bound by, or has any commitment to become a party to or bound by, any joint venture, off-balance sheet partnership or any similar Contract (including any Contract relating to any transaction or relationship between or among the Company and any of its Subsidiaries, on the one hand, and any unconsolidated affiliate, including any structured finance, special purpose or limited purpose entity or person, on the other hand, or any “off-balance sheet arrangements” (as defined in Item 303(a) of Regulation S-K under the Securities Act)) where the purpose or intended or known result or effect of such joint venture, partnership or Contract is to avoid disclosure of any material transaction involving, or material liabilities of, the Company or any of its Subsidiaries in the Company’s or any of its Subsidiaries’ published financial statements or other SEC Documents. (v) The Company maintains “internal control over financial reporting” (as defined in Rule 13a-15(f) of the Exchange Act) and “disclosure controls and procedures” (as defined in Rule 13a-15(e) of the Exchange Act) as required by the Exchange Act. The Company has disclosed, based on its most recent evaluation of internal control over financial reporting, to the Company’s auditors and the audit committee of the Company’s Board of Directors (A) any significant deficiencies and material weaknesses in the design or operation of its internal control over financial reporting that 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 been so describedmaterial, disclosed that involves management or filedother employees who have a significant role in the Company’s internal control over financial reporting. The Company has not identified any current significant deficiencies or material weaknesses in the design or operation of its internal control over financial reporting.

SEC Documents. No Non-Public Information; Financial Statements. The Common Stock of the Company has timely is registered pursuant to Section 12(g) of the Exchange Act and the Company and its subsidiaries have filed or furnished, as applicable, all reports, schedules, forms, statements and other documents required to be filed or furnished by it with the SEC Securities and Exchange Commission ("SEC") pursuant to the Securities Act or reporting requirements of the Exchange Act Act, including all such proxy information, solicitation statement and registration statements, and any amendments thereto required to have been filed as of the Closing Date (all of the foregoing documents filed with or furnished to the SEC and all exhibits included therein and financial statements, notes and schedules thereto and documents including filings incorporated by reference therein being hereinafter referred to herein as the “"SEC Documents”"). The Company has not directly or indirectly provided, and will not directly or indirectly provide, to the Purchasers any material non-public information or any information which, according to applicable law, rule or regulation, should have been disclosed publicly by the Company but which has not been so disclosed (excluding the transactions contemplated hereby to the extent material). As of their respective filing or furnishing datestimes, the SEC Documents complied in all material respects with the applicable requirements of the Xxxxxxxx-Xxxxx Act, Exchange Act and the Securities Act or the Exchange Act, as the case may be, and the rules and regulations of the SEC promulgated thereunderthereunder and other federal, as applicablestate and local laws, rules and regulations applicable to the respective such SEC Documents, and, other than as corrected or clarified in a subsequent SEC Document prior to the date of this Agreement, and none of the SEC Documents, at the time they were filed or furnished, 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 the light of the circumstances under which they were made, not misleading. The SEC Documents contain all material information contained in concerning the SEC DocumentsCompany, considered as a whole and as amended as of no event or circumstance has occurred prior to the date hereof, do not as of the date hereof, and hereof or will not as of have occurred on the Closing Date, contain any untrue statement of a material fact Date which would require the Company to disclose such event or omit to state a material fact necessary circumstance in order to make the statements therein, in the light of the circumstances under which they were made, not misleading. There are no contracts, agreements, arrangements, transactions or documents which are required to be described or disclosed in the SEC Documents not misleading but which has not, or to be filed as exhibits to the SEC Documents which will have not not, been so described, disclosed or fileddisclosed.

SEC Documents. The Company has timely filed or furnished, as applicable, all reports, schedules, forms, statements and other documents required to be filed or furnished by it with the SEC U.S. Securities and Exchange Commission (the “SEC”) pursuant to the Securities Act or the Exchange Act and the rules and regulations promulgated thereunder (all of the foregoing documents filed with or furnished to the SEC and all exhibits included therein and financial statements, notes and schedules thereto and documents incorporated by reference therein being hereinafter referred to as the “SEC Documents”). As of their respective filing or furnishing dates, the SEC Documents complied in all material respects with the requirements of the Xxxxxxxx-Xxxxx Act, the Securities Act or the Exchange Act, as the case may be, and the rules and regulations promulgated thereunder, as applicable, to the respective SEC Documents, and, other than as corrected or clarified in a subsequent SEC Document prior to the date of this Agreement, none of the SEC Documents, at the time they were filed or furnished, 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 the light of the circumstances under which they were made, not misleading. The information contained in the SEC Documents, considered as a whole and as amended as of the date hereof, do not as of the date hereof, and will not as of the Closing Date, contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading. There are no contracts, agreements, arrangements, transactions or documents which are required to be described or disclosed in the SEC Documents or to be filed as exhibits to the SEC Documents which have not been so described, disclosed or filed. The Company is in compliance with the applicable listing and corporate governance rules and regulations of the NASDAQ. The Company and its Subsidiaries have taken no action designed to, or reasonably likely to have the effect of, delisting its ADSs from the NASDAQ. The Company has not received any notification that the SEC or the NASDAQ is contemplating suspending or terminating such listing (or the applicable registration under the Exchange Act related thereto).

SEC Documents. The Company has timely filed or furnished, as applicable, all reports, schedules, forms, statements and other documents required to be filed or furnished by it with the SEC pursuant to the Securities Act or the Exchange Act (all of the foregoing documents filed with or furnished to the SEC and all exhibits included therein and financial statements, notes and schedules thereto and documents incorporated by reference therein being hereinafter referred to as the “SEC Documents”). As of their respective filing or furnishing dates, the SEC Documents complied in all material respects with the requirements of the Xxxxxxxx-Xxxxx Act, the Securities Act or the Exchange Act, as the case may be, and the rules and regulations promulgated thereunder, as applicable, to the respective SEC Documents, and, other than as corrected or clarified in a subsequent SEC Document prior to the date of this Agreement, none of the SEC Documents, at the time they were filed or furnished, 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 the light of the circumstances under which they were made, not misleading. The information contained in the SEC Documents, considered as a whole and as amended as of the date hereof, do not as of the date hereof, and will not as of the any Closing Date, contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading. There are no contracts, agreements, arrangements, transactions or documents which are required to be described or disclosed in the SEC Documents or to be filed as exhibits to the SEC Documents which have not been so described, disclosed or filed.

SEC Documents. The Company has timely filed or furnished, as applicable, all reports, schedules, forms, statements and other documents required to be filed or furnished by it with the SEC U.S. Securities and Exchange Commission (“SEC”) pursuant to the Securities Act or the Exchange Act and the rules and regulations promulgated thereunder (all of the foregoing documents filed with or furnished to the SEC and all exhibits included therein and financial statements, notes and schedules thereto and documents incorporated by reference therein being hereinafter referred to as the “SEC Documents”). As of their respective filing or furnishing dates, the SEC Documents complied in all material respects with the requirements of the Xxxxxxxx-Xxxxx ActAct of 2002, the Securities Act or the Exchange Act, as the case may be, and the rules and regulations promulgated thereunder, as applicable, applicable to the respective SEC Documents, and, other than as corrected or clarified in a subsequent SEC Document prior to the date of this Agreement, none of the SEC Documents, at the time they were filed or furnished, 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 the light of the circumstances under which they were made, not misleading. The information contained in the SEC Documents, considered as a whole and as amended as of the date hereof, do not as of the date hereof, and will not as of the Closing Date, contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading. There are no contracts, agreements, arrangements, transactions or documents which are required to be described or disclosed in the SEC Documents or to be filed as exhibits to the SEC Documents which have not been so described, disclosed or filed. The Company is in compliance with the applicable listing and corporate governance rules and regulations of the Nasdaq Stock Market. The Company and its Subsidiaries have taken no action designed to, or reasonably likely to have the effect of, delisting the American depositary shares representing Ordinary Shares from the Nasdaq Stock Market. The Company has not received any notification that the SEC or the Nasdaq Stock Market is contemplating suspending or terminating such listing (or the applicable registration under the Exchange Act related thereto). The Company is in compliance with the Xxxxxxxx-Xxxxx Act of 2002 in all material respects.

SEC Documents. (i) The Company has timely filed or furnishedwith the SEC all forms, as applicable, all reports, schedules, forms, statements and other documents required to be filed or furnished by it with the SEC pursuant to by the Securities Act or Company since June 26, 2001 (together with all information incorporated therein by reference, the Exchange Act (all SEC Documents). No Subsidiary of the foregoing documents filed Company is required to file any form, report, schedule, statement or other document with or furnished to the SEC and all exhibits included therein and financial statements, notes and schedules thereto and documents incorporated by reference therein being hereinafter referred to as the “SEC Documents”)SEC. As of their respective filing or furnishing datesdates or, if amended prior to the date hereof, as of the amendment date, the SEC Documents complied in all material respects with the requirements of the Xxxxxxxx-Xxxxx ActUnited States Securities Act of 1933, as amended (the Securities Act Act), or the Exchange Act, as the case may be, and the rules and regulations of the SEC promulgated thereunder, as applicable, thereunder applicable to the respective such SEC Documents, andand none of the SEC Documents at the time it was filed or, other than as corrected or clarified in a subsequent SEC Document if amended prior to the date of this Agreementhereof, none as of the SEC Documents, at the time they were filed or furnishedamendment 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 the light of the circumstances under which they were made, not misleading. The Except to the extent that information contained in any SEC Document filed and publicly available prior to the date of this Agreement (a Filed SEC Document) has been revised or superseded by a later filed SEC Document, none of the SEC Documents, considered as a whole and as amended as of the date hereof, do not as of the date hereof, and will not as of the Closing Date, contain Documents contains any untrue statement of a material fact or omit omits to state a material fact required to be stated therein or necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading. There are no contracts, agreements, arrangements, transactions or documents which are required to be described or disclosed . (ii) The financial statements (including the notes thereto) of the Company included in the SEC Documents or comply as to be filed form, as exhibits of their respective dates of filing or, if amended prior to the date hereof, as of the date of filing of the amendment, in all material respects with applicable accounting requirements and the published rules and regulations of the SEC with respect thereto, have been prepared in accordance with generally accepted accounting principles 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 fairly present in all material respects the consolidated financial position of the Company and its consolidated Subsidiaries as of the dates thereof and their consolidated results of operations and cash flows for the periods then ended (subject, in the case of unaudited statements, to normal and recurring year-end audit adjustments). The books and records of the Company and its Subsidiaries have been, and are being, maintained in all material respects in accordance with GAAP and any other applicable legal and accounting requirements. Except as set forth in the Filed SEC Documents and except for liabilities and obligations incurred in connection with this Agreement or the transactions contemplated hereby, the Company and its Subsidiaries have no liabilities or obligations of any nature (whether accrued, absolute, contingent or otherwise) that individually or in the aggregate have had or would reasonably be expected to have a Material Adverse Effect. (iii) Since the enactment of the Xxxxxxxx-Xxxxx Act of 2002 (the Xxxxxxxx-Xxxxx Act), the Company has been and is in compliance in all material respects with (A) the applicable provisions of the Xxxxxxxx-Xxxxx Act and (B) the applicable listing and corporate governance rules and regulations of the New York Stock Exchange. Section 3.1(e)(iii) of the Company Disclosure Letter sets forth, as of the date hereof, a schedule of all outstanding loans to officers or directors of the Company and the payment status thereof, and there has been no default on, or forgiveness or waiver of, in whole or in part, any such loan during the two years immediately preceding the date hereof. (iv) The Company has designed disclosure controls and procedures to ensure that material information relating to the Company, including its consolidated Subsidiaries, is made known to the chief executive officer and the chief financial officer of the Company by others within those entities. (v) The Company has disclosed, based on the most recent evaluation by the chief executive officer and the chief financial officer of the Company, to the Company’s auditors and the audit committee of the Company’s Board of Directors (A) any significant deficiencies and material weaknesses in the design or operation of internal controls over financial reporting which are reasonably likely to adversely affect in any material respect 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. (vi) As of the date hereof, the Company has not been so describedidentified any material control deficiencies other than as disclosed in Section 3.1(e)(vi) of the Company Disclosure Letter. (vii) Section 3.1(e)(vii) of the Company Disclosure Letter sets forth the status, disclosed as of the date hereof, of any issues raised by the SEC with respect to any Filed SEC Documents, compliance with the Xxxxxxxx-Xxxxx Act or filedthe internal control over financial reporting of the Company and its Subsidiaries. (viii) Attached to Section 3.1(e)(viii) of the Company Disclosure Letter is a draft of the Company’s quarterly report on Form 10-Q for the fiscal quarter ended October 1, 2004, substantially in the form that the Company currently intends to file with the SEC with such changes that are not, individually or in the aggregate, material. The Company hereby makes the representations set forth in Sections 3.1(e)(i) and (ii) with respect to such draft quarterly report Form 10-Q as if it were a Filed SEC Document. (ix) Attached as Section 3.1(e)(ix) of the Company Disclosure Letter is the Company’s most recently prepared financial outlook for 2004-2005 (the Outlook). The Outlook represents management’s best current estimate, as of the date hereof, of the future financial performance of the Company, it being understood that all projections are subject to significant uncertainties and that no representation is being made hereby that the projected results will be achieved.

SEC Documents. (i) The Company has timely filed made available to Parent, or furnishedthe Electronic Data Gathering, as applicableAnalysis and Retrieval (XXXXX) database of the SEC contains in a publicly available format, complete and correct copies of all reports, schedules, forms, statements and other documents required to be filed or furnished by it with the SEC pursuant to the Securities Act or the Exchange Act (all of the foregoing documents filed with or furnished to the SEC and by the Company since January 1, 2003 (together with all exhibits included therein and financial statements, notes and schedules thereto and documents and other information incorporated therein by reference therein being hereinafter referred to as reference, the “SEC Documents”). The Company has filed with or furnished to the SEC each report, schedule, form, statement or other document or filing required by Law to be filed or furnished since January 1, 2003. No Subsidiary of the Company is required to file or furnish any report, schedule, form, statement or other document with, or make any other filing with, or furnish any other material to, the SEC. As of their respective filing or furnishing dates, each of the SEC Documents complied as to form in all material respects with the requirements of the Xxxxxxxx-Xxxxx Act, the Securities Act or the Exchange Actof 1933, as the case may beamended, and the rules and regulations promulgated thereunderthereunder (collectively, as applicablethe “Securities Act”) and the Exchange Act, in each case, applicable to the respective such SEC DocumentsDocument, and, other than as corrected or clarified in a subsequent SEC Document prior to the date of this Agreement, and none of the SEC Documents, Documents at the time they were it was filed or furnished, furnished 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 that information contained in any SEC Document filed or furnished and publicly available prior to the date of this Agreement (a “Filed SEC Document”) has been revised or superseded by a later filed or furnished Filed SEC Document, none of the SEC Documents contains any untrue statement of a material fact or omits 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 information contained in Company has made available to Parent copies of all comment letters received by the Company from the SEC since January 1, 2003, and relating to the SEC Documents, considered together with all written responses of the Company thereto. As of the date of this Agreement, there are no outstanding or unresolved comments in such comment letters received by the Company from the SEC. As of the date of this Agreement, to the knowledge of the Company none of the SEC Documents is the subject of any ongoing review by the SEC. The financial statements (including the related notes) of the Company included in the SEC Documents complied, at the time the respective statements were filed, as to form in all material respects with the applicable accounting requirements and the published rules and regulations of the SEC with respect thereto, have been or will be prepared in accordance with generally accepted accounting principles in effect from time to time in the United States of America (“GAAP”) (except, in the case of unaudited quarterly financial statements, as permitted by Form 10-Q of the SEC) applied on a whole 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 amended of the dates thereof and their consolidated results of operations and cash flows for the periods then ended (subject, in the case of unaudited quarterly financial statements, to normal and recurring year-end audit adjustments). Except (A) as set forth in the most recent balance sheet (including the notes thereto) included in the Filed SEC Documents (the “Baseline Financials”), (B) for liabilities incurred after the date of the Baseline Financials but prior to the date of this Agreement in the ordinary course of business consistent with past practice, and (C) for liabilities incurred on or after the date of this Agreement that, individually or in the aggregate, are not reasonably likely to have a Material Adverse Effect, the Company and its Subsidiaries have no material liabilities or obligations of any nature (whether accrued, absolute, contingent or otherwise). (ii) The Company is in compliance in all material respects with the provisions of the Xxxxxxxx-Xxxxx Act of 2002 and the rules and regulations promulgated thereunder (collectively, “SOX”) applicable to it. The Company has promptly disclosed, by filing a Form 8-K, any change in or waiver of the Company’s code of ethics, as required by Section 406(b) of SOX. To the knowledge of the Company, there have been no violations of provisions of the Company’s code of ethics. (iii) The principal executive officer of the Company and the principal financial officer of the Company each has made all certifications required by Rule 13a-14 or 15d-14 under the Exchange Act and Sections 302 and 906 of SOX, as applicable, with respect to the SEC Documents, and the statements contained in such certifications were accurate as of the date hereof, do not as of the date hereof, and will not as of the Closing Date, contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements therein, in the light of the circumstances under which they were made. For purposes of this Agreement, not misleading“principal executive officer” and “principal financial officer” shall have the meanings given to such terms in SOX. There are no contractsNeither the Company nor any of its Subsidiaries has outstanding, agreementsor has arranged any outstanding, “extensions of credit” to directors or executive officers within the meaning of Section 402 of SOX. (iv) Neither the Company nor any of its Subsidiaries is a party to, or has any commitment to become a party to, any joint venture, off-balance sheet partnership or any similar Contract (including any Contract relating to any transaction or relationship between or among the Company and any of its Subsidiaries, on the one hand, and any unconsolidated affiliate, including any structured finance, special purpose or limited purpose entity or person, on the other hand, or any “off-balance sheet arrangements” (as defined in Item 303(a) of Regulation S-K of the SEC)), transactions where the result, purpose or documents which are required effect of such Contract is to be described avoid disclosure of any material transaction involving, or disclosed material liabilities of, the Company or any of its Subsidiaries in the Company’s or any of its Subsidiaries published financial statements or other SEC Documents or to be filed Documents. (v) The Company maintains “internal control over financial reporting” (as exhibits to defined in Rule 13a-15(f) of the SEC Documents which have not been so described, disclosed or filedExchange Act) in compliance with the Exchange Act. (vi) The Company maintains “disclosure controls and procedures” (as defined in Rule 13a-15(e) of the Exchange Act) in compliance with the Exchange Act.

SEC Documents. The Company Buyer has timely filed or furnished, as applicable, all reports, schedules, forms, statements and other documents Buyer SEC Documents required to be filed or furnished by it with Buyer before the SEC pursuant to the Securities Act or the Exchange Act (all date of the foregoing documents filed with or furnished to the SEC and all exhibits included therein and financial statements, notes and schedules thereto and documents incorporated by reference therein being hereinafter referred to as the “SEC Documents”)this Agreement. As of their respective filing or furnishing dates, the Buyer SEC Documents complied as to form in all material respects with the requirements of the Xxxxxxxx-Xxxxx Act, the Securities Act or the Exchange Act, as the case may be, and the rules and regulations of the SEC promulgated thereunder, as applicable, thereunder applicable to the respective such Buyer SEC Documents, and, other than as corrected or clarified in a subsequent SEC Document prior to the date of this Agreement, and none of the Buyer SEC Documents, at the time they were filed or furnished, 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 that information contained in any Buyer SEC Document has been revised or superseded by a later-filed Buyer SEC Document, filed and publicly available before the date of this Agreement, as of the date of this Agreement, none of the Buyer 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 information contained financial statements of Buyer included in the Buyer SEC Documents, considered Documents complied as a whole of their respective dates of filing with the SEC as to form and as amended as substance in all material respects with applicable accounting requirements and the published rules and regulations of the SEC with respect thereto. As of the date hereofof this Agreement, do not except as set forth in SECTION 3.9 of the date hereofBuyer Disclosure Schedule, and will not as of the Closing Date, contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading. There there are no contracts, agreements, arrangements, transactions or documents which are required material contracts that Buyer expects to be described or disclosed in the SEC Documents or to be filed file as exhibits to its Annual Report on Form 10-K for the SEC Documents which have not been so describedyear ended September 30, disclosed or filed2000.

SEC Documents. The Company Buyer has timely filed or furnished, as applicable, all reports, schedules, forms, statements and other documents Buyer SEC Documents required to be filed or furnished by it with before the SEC pursuant to the Securities Act or the Exchange Act (all date of the foregoing documents filed with or furnished to the SEC and all exhibits included therein and financial statements, notes and schedules thereto and documents incorporated by reference therein being hereinafter referred to as the “SEC Documents”)this Agreement. As of their respective filing or furnishing dates, the Buyer SEC Documents complied as to form in all material respects with the requirements of the Xxxxxxxx-Xxxxx Securities Act, the Securities Act or the Exchange Act, as the case may be, and the rules and regulations of the SEC promulgated thereunder, as applicable, thereunder applicable to the respective such Buyer SEC Documents, and, other than as corrected or clarified in a subsequent SEC Document prior to the date of this Agreement, and none of the Buyer SEC Documents, at the time they were filed or furnished, 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 that information contained in any Buyer SEC Document has been revised or superseded by a later-filed Buyer SEC Document, filed and publicly available before the date of this Agreement, as of the date of this Agreement, none of the Buyer 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 information contained financial statements of Buyer included in the Buyer SEC Documents, considered Documents complied as a whole of their respective dates of filing with the SEC as to form and as amended as substance in all material respects with applicable accounting requirements and the published rules and regulations of the SEC with respect thereto. As of the date hereofof this Agreement, do not except as set forth on SECTION 3.10 of the date hereofBuyer Disclosure Schedule, and will not as of the Closing Date, contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading. There there are no contracts, agreements, arrangements, transactions or documents which are required material contracts that Buyer expects to be described or disclosed in the SEC Documents or to be filed file as exhibits to its Annual Report on Form 10-K for the SEC Documents which have not been so describedyear ended December 31, disclosed or filed1999.

SEC Documents. The Company Borrower has timely filed filed, through the SEC’s Electronic Data Gathering, Analysis, and Retrieval system (or furnishedsuccessor thereto) (“XXXXX”), as applicable, all reports, schedules, forms, statements and other documents required to be filed or furnished by it with the SEC pursuant to the Securities Act or the Exchange Act (all of the foregoing documents SEC Documents within the time frames prescribed by the SEC (including any available grace periods and extensions authorized by the SEC) for the filing of such SEC Documents such that each filing was timely filed with or furnished to the SEC and all exhibits included therein and financial statements, notes and schedules thereto and documents incorporated by reference therein being hereinafter referred to as the “SEC Documents”)SEC. As of their respective filing or furnishing dates, or to the extent corrected by a subsequent restatement filed prior to the date that this representation is made, each of the SEC Documents complied in all material respects with the requirements of the Xxxxxxxx-Xxxxx Act, the Securities Act or and/or the Exchange Act, Act (as the case may be, applicable) and the rules and regulations of the SEC promulgated thereunder, as applicable, thereunder applicable to the respective SEC Documents, and, other than as corrected or clarified in a subsequent SEC Document prior to the date of this Agreement, none . None of the SEC Documents, at the time they were filed or furnishedwith the SEC, 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 the light of the circumstances under which they were made, not misleading. The information contained in Since the filing of the SEC Documents, considered as a whole and as amended as no event has occurred that would require an amendment or supplement to any of the date hereof, do not as of the date hereof, and will not as of the Closing Date, contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading. There are no contracts, agreements, arrangements, transactions or documents which are required to be described or disclosed in the SEC Documents and as to which such an amendment or to be a supplement has not been filed as exhibits and made publicly available on XXXXX on or prior to the date this representation is made. The Borrower has not received any written comments from the SEC Documents which staff that have not been so describedresolved, disclosed or filedto the knowledge of the Borrower, to the satisfaction of the SEC staff.

SEC Documents. The Company Purchaser (a) has timely filed or furnished, as applicable, all reports, schedules, forms, statements and other documents required to be filed or furnished by it the Purchaser with the Securities and Exchange Commission (the "SEC") since December 31, 1999, including, without limitation, the Purchaser's Annual Report on Form 10-K for the year ended December 31, 1999 (the "EXCHANGE ACT DOCUMENTS") and (b) intends to file the Registration Statement with the SEC pursuant to as provided in Section 4.6(f) on the Securities Act or Closing Date (such Registration Statement, including any prospectus contained therein, the "SECURITIES ACT DOCUMENTS" and, together with the Exchange Act (all of Documents, the foregoing documents filed with or furnished to the "PURCHASER SEC and all exhibits included therein and financial statements, notes and schedules thereto and documents incorporated by reference therein being hereinafter referred to as the “SEC Documents”DOCUMENTS"). As of their its respective filing or furnishing datesdate, the SEC Documents complied each Exchange Act Document complied, and each Securities Act Document will comply, in all material respects with the requirements of the Xxxxxxxx-Xxxxx Act, the Securities Exchange Act or the Exchange Securities Act, as the case may be, and the rules and regulations promulgated thereunder, as applicable, to the respective SEC Documents, and, other than as corrected or clarified in a subsequent SEC Document prior to the date of this Agreement, none of the SEC Documentspromulgated thereunder applicable thereto, at the time they were filed or furnishedand each Exchange Act Document did not, contained and each Securities Act Document will 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 the light of the circumstances under which they were made, not misleading. The Except to the extent that information contained in the any Purchaser SEC DocumentsDocument has been revised or superseded by a later filed Purchaser SEC Document, considered as a whole and as amended as of the date hereof, do not as none of the date hereofExchange Act Documents contains and, and will not as of the Closing Date, contain none of the Purchaser SEC Documents will contain, any untrue statement of a material fact or omit to state a any material fact required to be stated therein or necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading. There are no contracts, agreements, arrangements, transactions or documents which are required to be described or disclosed in the SEC Documents or to be filed as exhibits to the SEC Documents which have not been so described, disclosed or filed.

SEC Documents. The Company (a) Acquirer has timely filed made available to the Company, or furnishedthe Electronic Data Gathering, as applicableAnalysis and Retrieval (XXXXX) database of the SEC contains in a publicly available format, complete and correct copies of all reports, schedules, forms, statements and other documents required to be filed or furnished by it with the SEC pursuant to the Securities Act or the Exchange Act (all of the foregoing documents filed with or furnished to the SEC and by Acquirer since January 1, 2004 (together with all exhibits included information incorporated therein and financial statementsby reference, notes and schedules thereto and documents incorporated by reference therein being hereinafter referred to as the “SEC Documents”). Since January 1, 2004, the Company has filed with or furnished to the SEC each report, schedule, form, statement or other document or filing required by Law to be filed or furnished at or prior to the time so required. No Subsidiary of the Company is required to file or furnish any report, schedule, form, statement or other document with, or make any other filing with, or furnish any other material to, the SEC. As of their respective filing or furnishing dates, each of the SEC Documents complied as to form in all material respects with the requirements of the Xxxxxxxx-Xxxxx Act, Securities Act and the Securities Exchange Act or the Exchange Actof 1934, as the case may beamended, and the rules and regulations promulgated thereunderthereunder (collectively, as applicablethe “Exchange Act”), in each case, applicable to such SEC Document at the time it was filed or furnished to the respective SEC DocumentsSEC, and, other than as corrected or clarified in a subsequent SEC Document prior to the date of this Agreement, and none of the SEC Documents, Documents at the time they were it was filed or furnished, furnished 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 the light of the circumstances under which they were made, not misleading. The Except to the extent that information contained in any SEC Document filed or furnished and publicly available prior to the date of this Agreement (a “Filed SEC Document”) has been revised or superseded by a later filed or furnished Filed SEC Document, none of the SEC Documents, considered as a whole and as amended as of the date hereof, do not as of the date hereof, and will not as of the Closing Date, contain Documents contains any untrue statement of a material fact or omit omits to state a material fact required to be stated therein or necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading. There Acquirer has made available to the Company copies of all comment letters received by Acquirer from the SEC since January 1, 2004, and relating to the SEC Documents, together with all written responses of Acquirer thereto. As of the date of this Agreement, there are no contractsoutstanding or unresolved comments in such comment letters received by Acquirer from the SEC. As of the date of this Agreement, agreementsto the Knowledge of Acquirer, arrangements, transactions or documents which are required to be described or disclosed in none of the SEC Documents or is the subject of any ongoing review by the SEC. (b) Acquirer is in compliance in all material respects with the provisions of the Xxxxxxxx-Xxxxx Act of 2002 and the rules and regulations promulgated thereunder applicable to be filed as exhibits to the SEC Documents which have not been so described, disclosed or filedit.

SEC Documents. The (i) To the extent complete and correct copies are not available on the SEC’s website, the Company has timely filed or furnished, as applicable, made available to Parent complete and correct copies of all reports, schedules, forms, statements and other documents filed with or furnished to the SEC by the Company since January 1, 2007 (such documents available on the SEC website or made available to Parent, together with all information incorporated therein by reference, the “SEC Documents”). Since January 1, 2007, the Company has filed with or furnished to the SEC each report, schedule, form, statement or other document or filing required by Law to be filed or furnished by it with the SEC pursuant at or prior to the Securities Act or the Exchange Act (all time so required. No Subsidiary of the foregoing documents filed with Company is required to file or furnished to furnish any report, schedule, form, statement or other document with, or make any other filing with, or furnish any other material to, the SEC and all exhibits included therein and financial statements, notes and schedules thereto and documents incorporated by reference therein being hereinafter referred to as the “SEC Documents”)SEC. As of their respective filing or furnishing dates, each of the SEC Documents complied as to form in all material respects with the requirements of the Xxxxxxxx-Xxxxx Act, the Securities Act or the Exchange Actof 1933, as the case may beamended, and the rules and regulations promulgated thereunderthereunder (collectively, as applicablethe “Securities Act”) and the Exchange Act, in each case, applicable to the respective such SEC DocumentsDocument, and, other than as corrected or clarified in a subsequent SEC Document prior to the date of this Agreement, and none of the SEC Documents, Documents at the time they were it was filed or furnished, furnished 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 the light of the circumstances under which they were made, not misleading. The Except to the extent that information contained in any SEC Document filed or furnished and publicly available prior to the date of this Agreement (a “Filed SEC Document”) has been revised or superseded by a later filed or furnished Filed SEC Document, none of the SEC Documents, considered as a whole and as amended as of the date hereof, do not as of the date hereof, and will not as of the Closing Date, contain Documents contains any untrue statement of a material fact or omit omits to state a material fact required to be stated therein or necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading. There To the extent complete and correct copies are not available on the SEC’s website, the Company has made available to Parent copies of all comment letters received by the Company from the SEC since January 1, 2007, and relating to the SEC Documents, together with all written responses of the Company thereto. As of the date of this Agreement, there are no contractsoutstanding or unresolved comments in such comment letters received by the Company from the SEC. As of the date of this Agreement, agreements, arrangements, transactions or documents which are required to be described or disclosed the knowledge of the Company none of the SEC Documents is the subject of any ongoing review by the SEC. The financial statements (including the related notes) of the Company included in the SEC Documents complied, at the time the respective statements were filed, as to form in all material respects with the applicable accounting requirements and the published rules and regulations of the SEC with respect thereto, were prepared in accordance with generally accepted accounting principles in effect from time to time in the United States of America (“GAAP”) (except, in the case of unaudited quarterly financial statements, as permitted by Form 10-Q of the SEC) applied on a consistent basis during the periods involved (except as may be indicated in the notes thereto) and fairly present in all material respects the consolidated financial position of the Company and its consolidated Subsidiaries as of the dates thereof and their consolidated results of operations and cash flows for the periods then ended (subject, in the case of unaudited quarterly financial statements, to normal and recurring year-end audit adjustments). Except as set forth in the Baseline Financials, the Company and its Subsidiaries have no material liabilities or obligations of any nature (whether accrued, absolute, contingent or otherwise) other than such liabilities or obligations (a) with respect to or arising from transactions contemplated hereby, (b) incurred in the ordinary course of business consistent with past practice after the date of the Baseline Financials but prior to the date of this Agreement, (c) incurred on or after the date of this Agreement that would not reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect or (d) clearly disclosed in the unaudited financial statements (including the notes thereto) included in the Company’s Form 10-Q for the period ended March 31, 2009, filed with the SEC on May 6, 2009. (ii) The Company is in compliance in all material respects with the provisions of the Xxxxxxxx-Xxxxx Act of 2002 and the rules and regulations promulgated thereunder (collectively, “SOX”) applicable to it. The Company has promptly disclosed, by filing a Form 8-K or posting on its website, any change in or waiver of the Company’s code of ethics, as exhibits required by Section 406(b) of SOX. To the knowledge of the Company, there have been no violations of provisions of the Company’s code of ethics since the adoption of such code of ethics (excluding minor violations not material to the Company’s business). (iii) The principal executive officer of the Company and the principal financial officer of the Company each has made all certifications required by Rule 13a-14 and 15d-14 under the Exchange Act and Sections 302 and 906 of SOX, as applicable, with respect to the SEC Documents which Documents, and the statements contained in such certifications were accurate as of the date they were made. For purposes of this Agreement, “principal executive officer” and “principal financial officer” shall have not been so describedthe meanings given to such terms in SOX. Neither the Company nor any of its Subsidiaries has outstanding, disclosed or filedhas arranged any outstanding, “extension of credit” to directors or executive officers within the meaning of Section 402 of SOX. (iv) Neither the Company nor any of its Subsidiaries is a party to or bound by, or has any commitment to become a party to or bound by, any joint venture, off-balance sheet partnership or any similar Contract (including any Contract relating to any transaction or relationship between or among the Company and any of its Subsidiaries, on the one hand, and any unconsolidated affiliate, including any structured finance, special purpose or limited purpose entity or person, on the other hand, or any “off-balance sheet arrangements” (as defined in Item 303(a) of Regulation S-K of the SEC)), where the purpose or intended or known result or effect of such joint venture, partnership or Contract is to avoid disclosure of any material transaction involving, or material liabilities of, the Company or any of its Subsidiaries in the Company’s or any of its Subsidiaries’ published financial statements or other SEC Documents. (v) The Company maintains “internal control over financial reporting” (as defined in Rule 13a-15(f) of the Exchange Act) in compliance with the Exchange Act. (vi) The Company maintains “disclosure controls and procedures” (as defined in Rule 13a-15(e) of the Exchange Act) in compliance with the Exchange Act.

SEC Documents. No Non-Public Information. The COMMON SHARES of the Company has timely are registered pursuant to Section 12(b) of the Exchange Act and the Company and its subsidiaries have filed or furnished, as applicable, all reports, schedules, forms, statements and other documents required to be filed or furnished by it with the SEC Securities and Exchange Commission ("SEC") pursuant to the Securities Act or reporting requirements of the Exchange Act Act, including all solicitation statements and registration statements, and any amendments thereto required to have been filed (all of the foregoing documents filed with or furnished to the SEC and all exhibits included therein and financial statements, notes and schedules thereto and documents including filings incorporated by reference therein being hereinafter referred to herein as the “"SEC Documents”DOCUMENTS"). The Company has not directly or indirectly provided, and will not directly or indirectly provide, to the Purchaser any material non-public information or any information which, according to applicable law, rule or regulation, should have been disclosed publicly by the Company but which has not been so disclosed. As of their respective filing or furnishing dates, the SEC Documents complied in all material respects with the requirements of the Xxxxxxxx-Xxxxx Act, the Securities Exchange Act or the Exchange Act, as the case may be, and the rules and regulations of the SEC promulgated thereunder, as applicable, to the respective SEC Documents, and, other than as corrected or clarified in a subsequent SEC Document prior to the date of this Agreement, thereunder and none of the SEC Documents, at the time they were filed or furnished, 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 the light of the circumstances under which they were made, not misleading. The SEC Documents contain all material information contained in concerning the SEC DocumentsCompany and its subsidiaries, considered as a whole and as amended as of no event or circumstance has occurred prior to the date hereof, do not as of the date hereof, and hereof or will not as of have occurred on the Closing Date, contain any untrue statement of a material fact Date which would require the Company to disclose such event or omit to state a material fact necessary circumstance in order to make the statements therein, in the light of the circumstances under which they were made, not misleading. There are no contracts, agreements, arrangements, transactions or documents which are required to be described or disclosed in the SEC Documents not misleading but which has not, or to be filed as exhibits to the SEC Documents which will have not not, been so described, disclosed or fileddisclosed.

SEC Documents. The Except in each case as do not and would not have a Material Adverse Effect, the Company has timely filed or furnishedfurnished (including following any extensions of time for filing provided by Rule 12b-25 promulgated under the Exchange Act), as applicable, all reports, schedules, forms, statements and other documents required to be filed or furnished by it with the SEC U.S. Securities and Exchange Commission (the “SEC”) pursuant to the Securities Act or the Exchange Act and the rules and regulations promulgated thereunder (all of the foregoing documents filed with or furnished to the SEC and all exhibits included therein and financial statements, notes and schedules thereto and documents incorporated by reference therein being hereinafter referred to as the “SEC Documents”). As of their respective filing or furnishing dates, the SEC Documents complied in all material respects with the requirements of the Xxxxxxxx-Xxxxx ActAct of 2002, the Securities Act or the Exchange Act, as the case may be, and the rules and regulations promulgated thereunder, as applicable, to the respective SEC Documents, and, other than as corrected or clarified in a subsequent SEC Document prior to the date of this Agreement, none of the SEC Documents, at the time they were filed or furnished, 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 the light of the circumstances under which they were made, not misleading. The information contained in the SEC Documents, considered as a whole and as amended as of the date hereof, do not as of the date hereof, and will not as of the Closing DateDate (or the Additional Closing Date if applicable), contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading. There are no contracts, agreements, arrangements, transactions or documents which are required to be described or disclosed in the SEC Documents or to be filed as exhibits to the SEC Documents which have not been so described, disclosed or filed.filed except where the failure to so describe, disclose or file does not and would not have a Material Adverse Effect. The Company is in compliance with the applicable listing and corporate governance rules and regulations of the Nasdaq Stock Market in all material respects. The Company and its Subsidiaries have taken no action designed to, or reasonably likely to have the effect of, delisting the American depositary shares representing the Ordinary Shares (the “ADSs”) from the Nasdaq Stock Market. The Company has not received any notification that the SEC or the Nasdaq Stock Market is contemplating suspending or terminating such listing (or the applicable registration under the Exchange Act related thereto). The Company is in compliance with the Xxxxxxxx-Xxxxx Act of 2002 in all material respects. ​ ​ ​

SEC Documents. Financial Statements. ----------------------------------- (a) The Common Stock is registered pursuant to Section 12(b) or (g) of the Exchange Act and the Company has timely filed or furnished, as applicable, all reports, schedules, forms, statements and other documents required to be filed or furnished by it with the SEC pursuant to the Securities Act or reporting requirements of the Exchange Act (all of the foregoing foregoing, and all other documents and registration statements, whether heretofore or hereafter filed by the Company with or furnished to the SEC SEC, and the Registration Statement, when declared effective, and all exhibits included therein and financial statements, notes statements and schedules thereto and documents incorporated by reference therein being hereinafter referred to as the “"SEC Documents”"). The Common Stock is currently listed or quoted on the Principal Market which is, as of the date hereof, the Nasdaq National Market. The Company (i) has delivered or made available to the Underwriter or its advisor or representative (including via the SEC's XXXXX system) true and complete copies of the SEC Documents as have been filed as of the date hereof and as the Underwriter or its advisor or representative has requested from the Company and (ii) agrees to make available or, if requested, deliver to the Underwriter or its advisor or representative true and complete copies of any SEC Documents filed after the date hereof, upon request. (b) As of their respective filing or furnishing dates, the SEC Documents that are incorporated by reference into the Registration Statement and the Prospectus (collectively, the "Incorporated Documents") complied as to form in all material respects with the requirements of the Xxxxxxxx-Xxxxx Act, the Securities Act or and the Exchange Act, as Act applicable to the case may beIncorporated Documents, and the rules and regulations promulgated thereunder, as applicable, to the respective SEC Documents, and, other than as corrected or clarified in a subsequent SEC Document prior to the date of this Agreement, none of the SEC Incorporated Documents, at the time they were filed or furnished, with the SEC (except for those Incorporated Documents that were subsequently amended prior to the date hereof) 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 the light of the circumstances under which they were made, not misleading. . (c) The information Registration Statement and the Prospectus contained in the SEC DocumentsRegistration Statement, considered including any post-effective amendment and prospectus supplement, in such form as a whole and as amended it may be as of the date hereofof delivery of such Prospectus, do not amendment or prospectus supplement by the Underwriter in connection with sales of Common Stock by the Underwriter, will comply as to form in all material respects with the requirements of the date hereof, Securities Act and will not as of the Closing Date, contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements thereintherein (in the case of the Prospectus, in the light of the circumstances under which they were made, ) not misleading; provided, that this representation and warranty -------- does not apply to statements in or omissions from the Registration Statement or the Prospectus made in reliance upon and in conformity with information relating to the Underwriter furnished to the Company in writing by or on behalf of the Underwriter expressly for use therein. There are no contractsAt the time the Registration Statement was filed with the SEC, agreementsthe Company was eligible to register securities, arrangementsincluding a primary offering of the Common Stock sold pursuant to this Agreement on a Registration Statement on Form S-3 under the Securities Act. FUEL(SM) PATENTS PENDING 15 RAMIUS SECURITIES, transactions LLC (d) As of their respective dates, the financial statements of the Company included (or documents which are required incorporated by reference) in the Incorporated Documents complied as to form in all material respects with applicable accounting requirements and the published rules and regulations of the SEC or other applicable rules and regulations with respect thereto. Such financial statements have been prepared in accordance with generally accepted accounting principles ("GAAP") applied on a consistent basis during the periods involved (except (i) as may be described otherwise indicated in such financial statements or the notes thereto, or (ii) in the case of unaudited interim statements, to the extent they may exclude footnotes or may be condensed or summary statements) and fairly present in all material respects the financial position of the Company and its Subsidiaries as of the dates thereof and the results of its operations and cash flows for the periods then ended (subject, in the case of unaudited statements, to normal year-end audit adjustments). Except as disclosed in the Prospectus, since the date of the latest audited financial statements included in the Prospectus, there has been no material adverse change, nor any development or event involving a prospective material adverse change, in the condition (financial or other), business, properties or results of operations of the Company and its Subsidiaries taken as a whole, and except as disclosed in or contemplated by the Prospectus, there has been no dividend or distribution of any kind declared, paid or made by the Company on any class of its capital stock. (e) During the three years preceding the date hereof, the SEC Documents has not issued an order preventing or to be filed as exhibits suspending the use of any prospectus relating to the SEC Documents which have not been so described, disclosed offering of any shares of Common Stock or filedinstituted proceedings for that purpose.

SEC Documents. The Company FAL has timely made (and, with respect to such documents filed or furnishedafter the date hereof through the Closing Date, as applicablewill make) available to SUG a true and complete copy of each report, all reportsschedule, schedulesregistration statement (other than on Form S-8), forms, statements and other documents required to be definitive proxy statement filed or furnished by it FAL with the SEC pursuant to since September 30, 1998 through the Securities Act or Closing Date in substantially the Exchange Act (all of the foregoing documents form filed with or furnished to the SEC and all exhibits included therein and financial statements, notes and schedules thereto and documents incorporated by reference therein being hereinafter referred to as (the “"FAL SEC Documents”"). As of their respective filing or furnishing dates, the FAL SEC Documents Documents, including without limitation any financial statements or schedules included therein, complied (or will comply), in all material respects with the requirements of the Xxxxxxxx-Xxxxx Act, the Securities Act or the Exchange Act, as the case may be, and the rules and regulations promulgated thereunder, as applicable, of the SEC thereunder applicable to the respective such FAL SEC Documents, and, other than as corrected and did not (or clarified in a subsequent SEC Document prior to the date of this Agreement, none of the SEC Documents, at the time they were filed or furnished, 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 the light of the circumstances under which they were made, not misleading. The information contained in the SEC Documents, considered as a whole and as amended as of the date hereof, do not as of the date hereof, and will not as of the Closing Date, not) contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading. There are no contractsThe audited consolidated financial statements and unaudited interim financial statements of FAL included in the FAL SEC Documents (collectively, agreementsthe "FAL Financial Statements") were (or will be) prepared in accordance with GAAP (except as may be indicated therein or in the notes thereto and except with respect to unaudited statements as permitted by Form 10- Q) and fairly present (or will fairly present) in all material respects the financial position of FAL and its Subsidiaries, arrangementsas of the respective dates thereof or the results of operations and cash flows for the respective periods then ended, transactions or documents as the case may be, subject, in the case of unaudited interim financial statements, to normal, recurring adjustments which are required to be described or disclosed not material in the SEC Documents or to be filed as exhibits to the SEC Documents which have not been so described, disclosed or filedaggregate.

SEC Documents. The Company Since January 1, 2005, the Issuer has timely filed or furnished, as applicable, all reports, schedules, forms, statements statements, Material Contracts, and other documents required to be filed or furnished by it with the SEC pursuant to the Securities Act or reporting requirements of the Exchange Act (all of the foregoing documents filed with or furnished to the SEC and (including all exhibits included therein and financial statements, notes statements and schedules thereto and documents incorporated by reference therein therein) being hereinafter referred to as the “SEC Documents”). As of their respective filing or furnishing dates, the SEC Documents complied in all material respects with the requirements of the Xxxxxxxx-Xxxxx Act, the Securities Exchange Act or the Exchange Act, as the case may be, and the rules and regulations of the SEC promulgated thereunder, as applicable, thereunder applicable to the respective SEC Documents, and, other than as corrected or clarified in a subsequent SEC Document prior to the date of this Agreement, none . None of the SEC Documents, at the time they were filed or furnishedwith the SEC, 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 the light of the circumstances under which they were made, not misleading. The information contained misleading (except as such SEC Documents have been subsequently amended or revised in the SEC DocumentsDocuments prior to the Effective Date). As of their respective dates, considered as a whole and as amended as the financial statements of the date hereof, do not Issuer included in the SEC Documents complied as to form in all material respects with applicable accounting requirements and the published rules and regulations of the date hereof, and will not as SEC with respect thereto. No other information provided by or on behalf of the Closing Date, contain Issuer to the Purchasers which is not included in the SEC Documents contains any untrue statement of a material fact or omit omits to state a any material fact necessary in order to make the statements therein, in the light of the circumstances under which they are or were made, not misleading. There are no contracts, agreements, arrangements, transactions or documents None of the statements made in any such SEC Documents which are is required to be described updated or disclosed in the SEC Documents or to be filed as exhibits to the SEC Documents which have amended under applicable law has not been so described, disclosed updated or filedamended. The Issuer meets the requirements for use of Form S-3 for registration of the resale of Registrable Securities (as defined in the Registration Rights Agreement).

SEC Documents. The Company has timely filed or furnished, as applicable, all reports, schedules, forms, statements and other documents required to be filed or furnished by it with the SEC U.S. Securities and Exchange Commission (the “SEC”) pursuant to the Securities Act or the Exchange Act and the rules and regulations promulgated thereunder (all of the foregoing documents filed with or furnished to the SEC and all exhibits included therein and financial statements, notes and schedules thereto and documents incorporated by reference therein being hereinafter referred to as the “SEC Documents”). As of their respective filing or furnishing dates, the SEC Documents complied in all material respects with the requirements of the Xxxxxxxx-Xxxxx Act, the Securities Act or the Exchange Act, as the case may be, and the rules and regulations promulgated thereunder, as applicable, to the respective SEC Documents, and, other than as corrected or clarified in a subsequent SEC Document prior to the date of this Agreement, none of the SEC Documents, at the time they were filed or furnished, 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 the light of the circumstances under which they were made, not misleading. The information contained in the SEC Documents, considered as a whole and as amended as of the date hereof, do not as of the date hereof, and will not as of the Closing Date, contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading. There are no contracts, agreements, arrangements, transactions or documents which are required to be described or disclosed in the SEC Documents or to be filed as exhibits to the SEC Documents which have not been so described, disclosed or filed. The Company is in compliance with the applicable listing and corporate governance rules and regulations of the NYSE. The Company and its Subsidiaries have taken no action designed to, or reasonably likely to have the effect of, delisting its ADSs from the NYSE. The Company has not received any notification that the SEC or the NYSE is contemplating suspending or terminating such listing (or the applicable registration under the Exchange Act related thereto).

SEC Documents. (i) The Company has timely filed or furnished, as applicable, all reports, schedules, forms, statements and other documents required to be filed or furnished by it with the SEC U.S. Securities and Exchange Commission (the “SEC”) pursuant to the Securities Act or the Exchange Act and the rules and regulations promulgated thereunder (all of the foregoing documents filed with or furnished to the SEC and all exhibits included therein and financial statements, notes and schedules thereto and documents incorporated by reference therein being hereinafter referred to as the “SEC Documents”). As of their respective effective dates (in the case of the SEC Documents that are registration statements filed pursuant to the requirements of the Securities Act) and as of their respective filing or furnishing dates, (in the case of all other SEC Documents), or in each case, if amended prior to the date hereof, as of the date of the last such amendment, each of the SEC Documents complied in all material respects with the requirements of the Securities Act, the Exchange Act or the Xxxxxxxx-Xxxxx Act of 2002 (the “Xxxxxxxx-Xxxxx Act, the Securities Act or the Exchange Act”), as the case may be, and the rules and regulations promulgated thereunder, as applicable, to the respective SEC Documents, and, other than as corrected or clarified in a subsequent SEC Document prior to the date of this Agreement, none of the SEC Documents, at the time they were filed or furnished, effected or amended (as the case may be), 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 the light of the circumstances under which they were made, not misleading. The information contained in the SEC Documents, considered as a whole and as amended as of the date hereof, do not as of the date hereof, and will not as of the Closing Date, contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading. There are no contracts, agreements, arrangements, transactions or documents which are required to be described or disclosed in the SEC Documents or to be filed as exhibits to the SEC Documents which have not been so described, disclosed or filed. The Company is in compliance with the applicable listing and corporate governance rules and regulations of the NASDAQ. The Company and its Subsidiaries have taken no action designed to, or reasonably likely to have the effect of, delisting its American Depositary Shares (“ADSs”) from the NASDAQ. The Company has not received any notification that the SEC or the NASDAQ is contemplating suspending or terminating such listing (or the applicable registration under the Exchange Act related thereto). The Company is in compliance with the Xxxxxxxx-Xxxxx Act in all material respects. (ii) The Financial Statements (as defined below) contained in the SEC Documents: (A) complied as to form in all material respects with applicable accounting requirements and the published rules and regulations of the SEC with respect thereto, (B) were prepared in accordance with the generally accepted accounting principles in the United States (the “GAAP”) applied on a consistent basis throughout the periods covered thereby and (C) fairly present in all material respects the consolidated financial position of the Company and its Subsidiaries as of the respective dates thereof and the consolidated results of operations and cash flows of the Company and its Subsidiaries for the periods covered thereby, except as disclosed

SEC Documents. The Company has timely filed or furnishedwith the Securities and Exchange Commission (the "SEC") all forms, as applicable, all reports, schedules, forms, statements and other documents required to be filed or furnished by it with the SEC pursuant to by the Securities Act or Company since December 31, 1996 (together with all information incorporated therein by reference, the Exchange Act (all of the foregoing documents filed with or furnished to the SEC and all exhibits included therein and financial statements, notes and schedules thereto and documents incorporated by reference therein being hereinafter referred to as the “"SEC Documents”"). As of their respective filing or furnishing dates, the SEC Documents complied in all material respects with the requirements of the Xxxxxxxx-Xxxxx Act, the Securities Act or the Exchange Act, as the case may be, and the rules and regulations of the SEC promulgated thereunder, as applicable, thereunder applicable to the respective such SEC Documents, and, other than as corrected or clarified in a subsequent SEC Document prior to the date of this Agreement, and none of the SEC Documents, Documents at the time they were filed or furnished, 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 that information contained in any SEC Document filed and publicly available prior to the date of this Agreement (a "Filed SEC Document") has been revised or superseded by a later Filed SEC Document, none of the SEC Documents contains any untrue statement of a material fact or omits 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 information contained in financial statements (including the SEC Documents, considered as a whole and as amended as of the date hereof, do not as of the date hereof, and will not as of the Closing Date, contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading. There are no contracts, agreements, arrangements, transactions or documents which are required to be described or disclosed related notes) included in the SEC Documents or comply as to be filed as exhibits to form in all material respects with applicable accounting requirements and the published rules and regulations of the SEC Documents which with respect thereto, have not been so describedprepared in accordance with GAAP (except, disclosed or filedin 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 as of the dates thereof and their consolidated results of operations and cash flows for the periods then ended (subject, in the case of unaudited statements, to normal and recurring year-end audit adjustments).

SEC Documents. The Company has timely filed or furnished, as applicable, all reports, schedules, forms, statements and other documents required to be filed or furnished by it with the SEC pursuant to the reporting requirements of the Securities Exchange Act of 1934, as amended (the “Exchange Act”). Such reports, schedules, forms, statements and other documents together with any materials filed or furnished by the Company under the Exchange Act (all of the foregoing documents filed with Act, whether or furnished to the SEC and all exhibits included therein and financial statementsnot any such reports were required, notes and schedules thereto and documents incorporated by reference therein being hereinafter are collectively referred to herein as the “SEC Documents”). .” As of their respective filing or furnishing dates, the SEC Documents Reports filed by the Company complied in all material respects with the requirements of the Xxxxxxxx-Xxxxx Act, the Securities Act or and the Exchange Act, as the case may be, Act and the rules and regulations of the SEC promulgated thereunder, as applicable, to the respective SEC Documents, and, other than as corrected or clarified in a subsequent SEC Document prior to the date of this Agreement, and none of the SEC DocumentsReports, at when filed by the time they were filed or furnishedCompany, 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 the light of the circumstances under which they were made, not misleading. The information contained As of their respective dates, the financial statements of the Company included in the SEC Documents complied in all material respects with applicable accounting requirements and the published rules and regulations of the SEC with respect thereto as in effect at the time of filing. Such financial statements have been prepared in accordance with United States generally accepted accounting principles, consistently applied, during the periods involved (except (a) as may be otherwise indicated in such financial statements or the notes thereto, or (b) in the case of unaudited interim statements, to the extent they may exclude footnotes or may be condensed or summary statements) and fairly present in all material respects the consolidated financial position of the Company and its consolidated Subsidiaries as of the dates thereof and the results of operations and cash flows for the periods then ended (subject, in the case of unaudited statements, to normal year-end audit adjustments). All material agreements to which the Company or any Subsidiary is a party or to which the property or assets of the Company or any Subsidiary are subject are included as part of or identified in the SEC Documents, considered as a whole and as amended as of to the date hereof, do not as of the date hereof, and will not as of the Closing Date, contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading. There are no contracts, agreements, arrangements, transactions or documents which extent such agreements are required to be described included or disclosed in the SEC Documents or to be filed as exhibits identified pursuant to the SEC Documents which have not been so described, disclosed or filedrules and regulations of the SEC.