Common use of SEC Documents Clause in Contracts

SEC Documents. (a) Parent has timely filed with the SEC all documents (including exhibits and any amendments thereto) required to be so filed by it since January 1, 2010 pursuant to Sections 13(a), 14(a) and 15(d) of the Exchange Act, and has made available to the Company each registration statement, report, proxy statement or information statement (other than preliminary materials) it has so filed, each in the form (including exhibits and any amendments thereto) filed with the SEC (collectively, the “Parent Reports”). As of its respective date, each Parent Report (i) complied in all material respects in accordance with the applicable requirements of each of the Exchange Act, the Xxxxxxxx-Xxxxx Act and other Applicable Law, as the case may be, and, in each case, the applicable rules and regulations of the SEC thereunder and (ii) did 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 made therein, in the light of the circumstances under which they were made, not misleading except for such statements, if any, as have been corrected by subsequent filings with the SEC prior to the date hereof. (b) Each of the consolidated balance sheets included in or incorporated by reference into the Parent Reports (including the related notes and schedules) fairly presents in all material respects (subject, in the case of unaudited statements, to recurring audit adjustments normal in nature and amount) the consolidated financial position of Parent and its Subsidiaries as of its date, and each of the consolidated statements of operations, cash flows and changes in shareholders’ equity included in or incorporated by reference into the Parent Reports (including any related notes and schedules) fairly presents in all material respects (subject, in the case of unaudited statements, to recurring audit adjustments normal in nature and amount) the results of operations, cash flows or changes in shareholders’ equity, as the case may be, of Parent and its Subsidiaries for the periods set forth therein; each of such statements (including the related notes, where applicable) complies, and the financial statements to be filed by Parent with the SEC after the date of this Agreement will comply, with applicable accounting requirements and with the published rules and regulations of the SEC with respect thereto; and each of such statements (including the related notes, where applicable) has been, and the financial statements to be filed by Parent with the SEC after the date of this Agreement will be, prepared in accordance with GAAP consistently applied during the periods involved, except as indicated in the notes thereto or, in the case of unaudited statements, as permitted by Rule 10-01 of Regulation S-X of the SEC. KPMG LLP is an independent registered public accounting firm with respect to Parent and has not resigned or been dismissed as independent registered public accountants of Parent. (c) Since January 1, 2007, (A) the exercise price of each Parent Option has been no less than the Fair Market Value (as defined or determined under the terms of the respective Parent Benefit Plan under which such Parent Option was granted) of a Parent ADS as determined on the date of grant of such Parent Option, and (B) all grants of Parent Options were validly issued and properly approved by the Board of Directors of Parent (or a duly authorized committee or subcommittee thereof) in material compliance with Applicable Law and recorded in Parent’s financial statements referred to in Section 4.7(b) in accordance with GAAP, and no such grants involved any “back dating” or similar practices with respect to the effective date of grant or exercise price, except as, individually or in the aggregate, has not had and would not be reasonably likely to have or result in a Parent Material Adverse Effect.

SEC Documents. (a) Parent has timely filed with the SEC all documents (including exhibits and any amendments thereto) required to be so filed by it since January 1, 2010 2016 pursuant to Sections 13(a), 14(a) and 15(d) of the Exchange Act, and has made available to the Company each registration statement, report, proxy statement or information statement (other than preliminary materials) it has so filed, each in the form (including exhibits and any amendments thereto) filed with the SEC (collectively, the “Parent Reports”). As of its respective date, each Parent Report (i) complied in all material respects in accordance with the applicable requirements of each of the Exchange Act, the Xxxxxxxx-Xxxxx Act and other Applicable Law, as the case may be, and, in each case, the applicable rules and regulations of the SEC thereunder and (ii) did 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 made therein, in the light of the circumstances under which they were made, not misleading except for such statements, if any, as have been corrected by subsequent filings with the SEC prior to the date hereof. (b) Each of the consolidated balance sheets included in or incorporated by reference into the Parent Reports (including the related notes and schedules) fairly presents in all material respects (subject, in the case of unaudited statements, to recurring audit adjustments normal in nature and amount) the consolidated financial position of Parent and its Subsidiaries as of its date, and each of the consolidated statements of operations, cash flows and changes in shareholders’ equity included in or incorporated by reference into the Parent Reports (including any related notes and schedules) fairly presents in all material respects (subject, in the case of unaudited statements, to recurring audit adjustments normal in nature and amount) the results of operations, cash flows or changes in shareholders’ equity, as the case may be, of Parent and its Subsidiaries for the periods set forth therein; each of such statements (including the related notes, where applicable) complies, and the financial statements to be filed by Parent with the SEC after the date of this Agreement will comply, in all material respects with applicable accounting requirements and with the published rules and regulations of the SEC with respect thereto; and each of such statements (including the related notes, where applicable) has been, and the financial statements to be filed by Parent with the SEC after the date of this Agreement will be, prepared in all material respects in accordance with GAAP consistently applied during the periods involved, except as indicated in the notes thereto or, in the case of unaudited statements, as permitted by Rule 10-01 of Regulation S-X of the SEC. KPMG Ernst & Young LLP is an independent registered public accounting firm with respect to Parent and has not resigned or been dismissed as independent registered public accountants of Parent. (c) Since January 1, 2007, (A) the exercise price of each Parent Option has been no less than the Fair Market Value (as defined or determined under the terms of the respective Parent Benefit Plan under which such Parent Option was granted) of a Parent ADS as determined on the date of grant of such Parent Option, and (B) all grants of Parent Options were validly issued and properly approved by the Board of Directors of Parent (or a duly authorized committee or subcommittee thereof) in material compliance with Applicable Law and recorded in Parent’s financial statements referred to in Section 4.7(b) in accordance with GAAP, and no such grants involved any “back dating” or similar practices with respect to the effective date of grant or exercise price, except as, individually or in the aggregate, has not had and would not be reasonably likely to have or result in a Parent Material Adverse Effect.

SEC Documents. (a) Since January 1, 2017, Parent has timely filed or furnished with the SEC all documents forms, reports, schedules and statements (in each case, including all appropriate exhibits and any amendments schedules thereto) required to be so filed by it since January 1, 2010 pursuant to Sections 13(a), 14(a) and 15(d) of or furnished under the Securities Act or the Exchange ActAct (such forms, reports, schedules and has made available to the Company each registration statementstatements, report, proxy statement or information statement (other than preliminary materials) it has so filed, each in the form (including exhibits and any amendments thereto) filed with the SEC (collectively, the “Parent ReportsSEC Documents”). As of its their respective datedates, each of the Parent Report (i) SEC Documents, as amended, complied as to form in all material respects in accordance with the applicable requirements of each of the Securities Act or the Exchange Act, the Xxxxxxxx-Xxxxx Act and other Applicable Law, as the case may be, andapplicable to such Parent SEC Documents, in each case, the applicable rules and regulations none of the Parent SEC thereunder and (ii) did not Documents contained, when filed or, if amended prior to the date of this Agreement, as of the date of such amendment with respect to those disclosures that are amended, contain any 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 made therein, in the light of the circumstances under which they were made, not misleading except for misleading. Parent has made all certifications and statements required by Sections 302 and 906 of the Xxxxxxxx-Xxxxx Act with respect to the Parent SEC Documents and the statements contained in any such statements, if any, certifications were true and correct as have been corrected by subsequent filings with of the SEC prior to date such certifications were made. As of the date hereof, neither Parent nor any of its officers has received notice from any Governmental Entity challenging or questioning the accuracy, completeness, form or manner of filing of such certifications. As of the date hereof, there are no outstanding or unresolved comments received by Parent from the SEC with respect to any of the Parent SEC Documents. As of the date hereof, to the knowledge of Parent, none of the Parent SEC Documents is the subject of ongoing SEC review or investigation. (b) Each The audited consolidated financial statements and unaudited consolidated financial statements of the consolidated balance sheets Parent included in or incorporated by reference into the Parent Reports (SEC Documents, including the related all notes and schedules) fairly presents schedules thereto, complied in all material respects (subjectrespects, in the case of unaudited statements, when filed or if amended prior to recurring audit adjustments normal in nature and amount) the consolidated financial position of Parent and its Subsidiaries as of its date, and each of the consolidated statements of operations, cash flows and changes in shareholders’ equity included in or incorporated by reference into the Parent Reports (including any related notes and schedules) fairly presents in all material respects (subject, in the case of unaudited statements, to recurring audit adjustments normal in nature and amount) the results of operations, cash flows or changes in shareholders’ equity, as the case may be, of Parent and its Subsidiaries for the periods set forth therein; each of such statements (including the related notes, where applicable) complies, and the financial statements to be filed by Parent with the SEC after the date of this Agreement will complyAgreement, as of the date of such amendment, with applicable accounting requirements and with the published rules and regulations of the SEC with respect thereto; and each of such statements (including the related notes, where applicable) has been, and the financial statements to be filed by Parent with the SEC after the date of this Agreement will be, were prepared in accordance with GAAP consistently applied on a consistent basis during the periods involved, involved (except as may be indicated in the notes thereto or, in the case of the unaudited statements, as permitted by Rule 10-01 of Regulation S-X of the SEC. KPMG LLP is an independent registered public accounting firm ) and fairly present in all material respects in accordance with respect applicable requirements of GAAP (subject, in the case of the unaudited statements, to normal year-end audit adjustments) the financial position of Parent and has not resigned or been dismissed its consolidated Subsidiaries as independent registered public accountants of Parenttheir respective dates and the results of operations and the cash flows of Parent and its consolidated Subsidiaries for the periods presented therein. (c) Since January 1, 2007, (A) the exercise price of each Parent Option has been no less than the Fair Market Value implemented and maintains disclosure controls and procedures (as defined or determined in Rule 13a-15(e) of the Exchange Act) to ensure that material information relating to Parent, including its Subsidiaries, is made known to the chief executive officer and the chief financial officer of Parent by others within those entities in connection with the reports it files under the terms Exchange Act. Such disclosure controls and procedures are effective to ensure that all information required to be disclosed in any Parent SEC Documents are recorded, processed, summarized and reported within the time periods specified in the rules and forms of the respective Parent Benefit Plan under which such Parent Option was granted) of a Parent ADS as determined on the date of grant of such Parent OptionSEC, and (B) all grants further designed and maintained to provide reasonable assurance regarding the reliability of Parent Options were validly issued and properly approved by the Board of Directors of Parent (or a duly authorized committee or subcommittee thereof) in material compliance with Applicable Law and recorded in Parent’s financial reporting and the preparation of Parent financial statements referred to in Section 4.7(b) for external purposes in accordance with GAAP. There (i) is no significant deficiency or material weakness in the design or operation of internal control over financial reporting utilized by Parent or its Subsidiaries, (ii) is not, and no such grants involved since January 1, 2017 there has not been, any illegal act or fraud, whether or not material, that involves management or employees of Parent or its Subsidiaries and (iii) is not, and since January 1, 2017 there has not been, any “back datingextensions of credit” (within the meaning of Section 402 of the Xxxxxxxx-Xxxxx Act) or similar practices with respect prohibited loans to any executive officer of Parent (as defined in Rule 3b-7 under the effective date Exchange Act) or director of grant Parent or exercise price, except as, individually or in the aggregate, has not had and would not be reasonably likely to have or result in a Parent Material Adverse Effectany of its Subsidiaries.

SEC Documents. (a) Parent The Company has timely filed with the SEC all forms, reports and documents (including exhibits and any amendments thereto) required to be so filed by it with the Securities and Exchange Commission (the "SEC") since January 1its formation (collectively, 2010 pursuant together with the 1999 Form 10-KSB defined below, the "COMPANY REPORTS"). As of their respective dates, the Company Reports filed prior to Sections 13(a)the date hereof (i) complied as to form in all material respects with the applicable requirements of the Securities Act, 14(a) and 15(d) of the Exchange Act, and has made available to the Company each registration statement, report, proxy statement or information statement (other than preliminary materials) it has so filed, each in the form (including exhibits and any amendments thereto) filed with the SEC (collectively, the “Parent Reports”). As of its respective date, each Parent Report (i) complied in all material respects in accordance with the applicable requirements of each of the Exchange Act, the Xxxxxxxx-Xxxxx Act and other Applicable Law, as the case may be, and, in each case, the applicable rules and regulations of the SEC thereunder and (ii) did 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 made therein, in the light of the circumstances under which they were made, not misleading except for such statements, if any, as have been corrected by subsequent filings with misleading. The representation in clause (ii) of the SEC preceding sentence shall not apply to any misstatement or omission in any Company Report filed prior to the date hereofof this Agreement which was superseded by a subsequent Company Report filed prior to the date of this Agreement. The Company has provided to the Investors a draft of the Form 10-KSB for its fiscal year ended April 30, 1999 which will be filed with the SEC on or before August 13, 1999 and which is not expected to be materially different from that provided to the Investors (except to the extent amended to reflect the transactions contemplated hereby) (the "1999 10-KSB"). When filed with the SEC, the 1999 Form 10-KSB (i) will comply as to form in all material respects with the applicable requirements of the Securities Act, the Exchange Act, and the rules and regulations thereunder and (ii) will 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 made therein, in the light of the circumstances under which they were made, not misleading. No Company Subsidiary is required to file any report, form or other document with the SEC. Except as set forth in the Company Disclosure Letter neither the Company nor any Company Subsidiary is a party or is subject to any note, bond, mortgage, indenture, contract, lease, license, agreement, understanding, instrument, bid or proposal that is required to be described in or filed as an exhibit to any Company Report that is not described in or filed as an exhibit to such Company Report as required by the Securities Act or the Exchange Act, as the case may be. No event has occurred prior to the date hereof as a consequence of which the Company would be required to file a Current Report on Form 8-K pursuant to the requirements of the Exchange Act as to which such a report has not been timely filed with the SEC. Any reports, statements and registration statements and amendments thereto (including, without limitation, Annual Reports on Form 10-K, Quarterly Reports on Form 10-Q and Current Reports on Form 8-K, as amended) filed by the Company with the SEC after the date hereof shall be provided to the Purchaser no later than the date of such filing. (b) Each of the consolidated balance sheets of Company included in or incorporated by reference into the Parent Company Reports (including the related notes and schedules) fairly presents in all material respects (subject, in the case of unaudited statements, to recurring audit adjustments normal in nature and amount) the consolidated financial position of Parent the Company and its the Company Subsidiaries as of its date, and each of the consolidated statements of operationsincome, retained earnings and cash flows and changes in shareholders’ equity of Company included in or incorporated by reference into the Parent Company Reports (including any related notes and schedules) fairly presents in all material respects the results of operations, retained earnings or cash flows, as the case may be, of the Company and the Company Subsidiaries for the periods set forth therein (subject, in the case of unaudited statements, to recurring normal year-end audit adjustments normal which would not be material in nature and amount) the results of operationsamount or effect), cash flows or changes in shareholders’ equity, as the each case may be, of Parent and its Subsidiaries for the periods set forth therein; each of such statements (including the related notes, where applicable) complies, and the financial statements to be filed by Parent with the SEC after the date of this Agreement will comply, with applicable accounting requirements and with the published rules and regulations of the SEC with respect thereto; and each of such statements (including the related notes, where applicable) has been, and the financial statements to be filed by Parent with the SEC after the date of this Agreement will be, prepared in accordance with GAAP generally accepted accounting principles consistently applied during the periods involved, except as indicated may be noted therein. Neither the Company nor any of the Company Subsidiaries has any liabilities or obligations of any nature (whether accrued, absolute, contingent or otherwise) that would be required to be reflected on, or reserved against in, a balance sheet of the Company or in the notes thereto orthereto, in the case of unaudited statements, as permitted by Rule 10-01 of Regulation S-X of the SEC. KPMG LLP is an independent registered public accounting firm with respect to Parent and has not resigned or been dismissed as independent registered public accountants of Parent. (c) Since January 1, 2007, (A) the exercise price of each Parent Option has been no less than the Fair Market Value (as defined or determined under the terms of the respective Parent Benefit Plan under which such Parent Option was granted) of a Parent ADS as determined on the date of grant of such Parent Option, and (B) all grants of Parent Options were validly issued and properly approved by the Board of Directors of Parent (or a duly authorized committee or subcommittee thereof) in material compliance with Applicable Law and recorded in Parent’s financial statements referred to in Section 4.7(b) prepared in accordance with GAAP, and no such grants involved any “back dating” or similar practices with respect to the effective date of grant or exercise pricegenerally accepted accounting principles consistently applied, except asfor (i) liabilities or obligations that were so reserved on, or reflected in (including the notes to), the consolidated balance sheet of the Company as of April 30, 1999; (ii) liabilities or obligations arising in the ordinary course of business since April 30, 1999 and (iii) liabilities or obligations which would not, individually or in the aggregate, has not had and would not be reasonably likely to have or result in a Parent Company Material Adverse Effect.

SEC Documents. (a) To the actual knowledge of the Parent, Parent has timely filed or furnished all material forms, reports, schedules, statements and other documents required to be filed by it with the SEC since the consummation of the initial public offering of the Parent’s securities, together with any material amendments, restatements or supplements thereto, and all such forms, reports, schedules, statements and other documents (including exhibits and any amendments thereto) required to be so filed by it since January 1, 2010 pursuant to Sections 13(a), 14(a) and 15(d) of or furnished under the Securities Act or the Securities Exchange Act (excluding Section 16 under the Securities Exchange Act) (all such forms, reports, schedules, statements and has made available to the Company each registration statement, report, proxy statement or information statement (other than preliminary materials) it has so filed, each in the form (including exhibits and any amendments thereto) documents filed with the SEC (collectivelySEC, the “Parent ReportsSEC Documents”). As of its their respective datedates, each Parent Report of the SEC Documents, as amended (i) including all financial statements included therein, exhibits and schedules thereto and documents incorporated by reference therein), complied in all material respects in accordance with the applicable requirements of each of the Securities Act, or the Securities Exchange Act, the Xxxxxxxx-Xxxxx Act and other Applicable Law, as the case may be, and, in each case, and the applicable rules and regulations of the SEC thereunder and (ii) did not contain applicable to such SEC Documents. To the actual knowledge of the Parent, none of the SEC Documents contained, when filed or, if amended prior to the Closing Date, as of the date of such amendment with respect to those disclosures that are amended, any 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 made therein, in the light of the circumstances under which they were made, not misleading except for such statements, if any, as have been corrected by subsequent filings with the SEC prior to the date hereofmisleading. (b) Each To the actual knowledge of the consolidated balance sheets Parent, each of the financial statements of the Parent included in or incorporated by reference into the Parent Reports (SEC Documents, including the related all notes and schedules) fairly presents schedules thereto, complied in all material respects (subjectrespects, in when filed or if amended prior to the case of unaudited statementsClosing Date, to recurring audit adjustments normal in nature and amount) the consolidated financial position of Parent and its Subsidiaries as of its date, and each of the consolidated statements of operations, cash flows and changes in shareholders’ equity included in or incorporated by reference into the Parent Reports (including any related notes and schedules) fairly presents in all material respects (subject, in the case of unaudited statements, to recurring audit adjustments normal in nature and amount) the results of operations, cash flows or changes in shareholders’ equity, as the case may be, of Parent and its Subsidiaries for the periods set forth therein; each of such statements (including the related notes, where applicable) complies, and the financial statements to be filed by Parent with the SEC after the date of this Agreement will complysuch amendment, with applicable accounting requirements and with the published rules and regulations of the SEC with respect thereto; and each of such statements (including the related notes, where applicable) has been, and the financial statements to be filed by Parent with the SEC after the date of this Agreement will be, were prepared in accordance with GAAP consistently applied on a consistent basis during the periods involved, involved (except as may be indicated in the notes thereto or, in the case of the unaudited statements, as permitted by Rule 10-01 of Regulation S-X of the SEC) and fairly present in all material respects in accordance with applicable requirements of GAAP (subject, in the case of the unaudited statements, to normal year-end audit adjustments) the financial position of the Parent, as of their respective dates and the results of operations and the cash flows of the Parent, for the periods presented therein. KPMG LLP is an independent registered public accounting firm To the actual knowledge of the Parent, each of the financial statements of the Parent included in the SEC Documents were derived from the books and records of the Parent, which books and records are, in all material respects, correct and complete and have been maintained in all material respects in accordance with respect to Parent and has not resigned or been dismissed as independent registered public accountants of Parentcommercially reasonable business practices. (c) Since January 1To the actual knowledge of the Parent, 2007, (A) no written notice of any SEC review or investigation of the exercise price of each Parent Option or the SEC Documents has been no less than received by the Fair Market Value (as defined Parent. Since the consummation of its initial public offering, all comment letters received by the Parent from the SEC or determined under the terms staff thereof and all responses to such comment letters filed by or on behalf of the respective Parent Benefit Plan under which such Parent Option was granted) of a Parent ADS as determined are publicly available on the date of grant of such Parent Option, and (B) all grants of Parent Options were validly issued and properly approved by the Board of Directors of Parent (or a duly authorized committee or subcommittee thereof) in material compliance with Applicable Law and recorded in ParentSEC’s financial statements referred to in Section 4.7(b) in accordance with GAAP, and no such grants involved any “back dating” or similar practices with respect to the effective date of grant or exercise price, except as, individually or in the aggregate, has not had and would not be reasonably likely to have or result in a Parent Material Adverse EffectEXXXX website.

SEC Documents. (a) Parent has timely filed with the SEC all reports, schedules, statements and other documents (including exhibits and any amendments thereto) required to be so filed by it Parent or any of its Subsidiaries with the SEC since January 1December 31, 2010 1999 (collectively, the "Parent SEC Reports"). As of their respective dates, with respect to Parent SEC Reports filed pursuant to Sections 13(a), 14(a) and 15(d) of the Exchange Act, and has made available as of their respective effective dates, as to Parent SEC Reports filed pursuant to the Company each Securities Act, the Parent SEC Reports and any registration statementstatements, reportreports, forms, proxy statement or information statement (statements and other than preliminary materials) it has so filed, each in the form (including exhibits and any amendments thereto) documents filed by Parent with the SEC (collectively, after the “Parent Reports”). As date of its respective date, each Parent Report this Agreement (i) complied complied, or, with respect to those not yet filed, will comply, in all material respects in accordance with the applicable requirements of each of the Securities Act and the Exchange Act, the Xxxxxxxx-Xxxxx Act and other Applicable Law, as the case may be, and, in each case, the applicable rules and regulations of the SEC thereunder and (ii) did not, or, with respect to those not yet filed, will 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 made therein, in the light of the circumstances under which they were made, not misleading except for such statements, if any, as have been corrected by subsequent filings with the SEC prior to the date hereofmisleading. (b) Each of the consolidated balance sheets included in or incorporated by reference into the Parent SEC Reports (including the related notes and schedules) fairly presents fairly, in all material respects (subjectrespects, in the case of unaudited statements, to recurring audit adjustments normal in nature and amount) the consolidated financial position of Parent and its consolidated Subsidiaries as of its date, and each of the consolidated statements of operationsincome, stockholders' equity and cash flows and changes in shareholders’ equity of Parent included in or incorporated by reference into the Parent SEC Reports (including any related notes and schedules) fairly presents fairly, in all material respects (subjectrespects, in the case of unaudited statements, to recurring audit adjustments normal in nature and amount) the results of operations, operations and cash flows or changes in shareholders’ equityflows, as the case may be, of Parent and its Subsidiaries for the periods set forth therein; therein (subject, in the case of unaudited statements, to normal year-end audit adjustments), in each of such statements (including the related notes, where applicable) complies, and the financial statements to be filed by Parent with the SEC after the date of this Agreement will comply, with applicable accounting requirements and with the published rules and regulations of the SEC with respect thereto; and each of such statements (including the related notes, where applicable) has been, and the financial statements to be filed by Parent with the SEC after the date of this Agreement will be, prepared case in accordance with GAAP consistently applied during the periods involved, except as indicated in the notes thereto or, in the case of unaudited statements, as permitted by Rule 10-01 of Regulation S-X of the SEC. KPMG LLP is an independent registered public accounting firm with respect to Parent and has not resigned or been dismissed as independent registered public accountants of Parentmay be noted therein. (c) Since January 1Except as set forth in the Parent SEC Reports, 2007neither Parent nor any of its Subsidiaries has any liabilities or obligations of any nature (whether accrued, absolute, contingent or otherwise) that would be required to be reflected on, or reserved against in, a balance sheet of Parent or in the notes thereto, prepared in accordance with GAAP consistently applied, except for (i) liabilities or obligations that were so reserved on, or reflected in (including the notes to), the consolidated balance sheet of Parent as of September 30, 2002, (Aii) liabilities or obligations arising in the exercise price ordinary course of each Parent Option has been no less than the Fair Market Value business (as defined or determined under the terms of the respective Parent Benefit Plan under which such Parent Option was grantedincluding trade indebtedness) of a Parent ADS as determined on from September 30, 2002 to the date of grant of such Parent Optionhereof, (iii) other liabilities incurred after the date hereof that are permitted by Section 5.2 hereof, and (Biv) all grants of Parent Options were validly issued and properly approved by the Board of Directors of Parent (liabilities or a duly authorized committee or subcommittee thereof) in material compliance with Applicable Law and recorded in Parent’s financial statements referred to in Section 4.7(b) in accordance with GAAP, and no such grants involved any “back dating” or similar practices with respect to the effective date of grant or exercise price, except asobligations which would not, individually or in the aggregate, has not had and would not be reasonably likely to have or result in cause a Parent Material Adverse Effect.

SEC Documents. (a) BreitBurn Parent has filed timely filed with the SEC all documents (including exhibits forms, registration statements, reports, schedules and any amendments thereto) statements required to be so filed by it since January 1, 2010 pursuant to Sections 13(a), 14(a) and 15(d) of under the Exchange Act, and has made available Act or the Securities Act (all such documents filed on or prior to the Company each registration statementdate of this Agreement, report, proxy statement or information statement (other than preliminary materials) it has so filed, each in the form (including exhibits and any amendments thereto) filed with the SEC (collectively, the “BreitBurn Parent ReportsSEC Documents”). As The BreitBurn Parent SEC Documents, including, without limitation, any audited or unaudited financial statements and any notes thereto or schedules included therein (the “BreitBurn Parent Financial Statements”), at the time filed (in the case of its respective dateregistration statements, each solely on the dates of effectiveness) (except to the extent corrected by a subsequently filed BreitBurn Parent Report SEC Document filed prior to the date hereof) (i) complied in all material respects in accordance with the applicable requirements of each of the Exchange Act, the Xxxxxxxx-Xxxxx Act and other Applicable Law, as the case may be, and, in each case, the applicable rules and regulations of the SEC thereunder and (ii) did not contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary in order to make the statements made thereintherein (in the case of any prospectus, in the light of the circumstances under which they were made) not misleading, not misleading except for such statements, if any, (ii) complied as have been corrected by subsequent filings with the SEC prior to the date hereof. (b) Each of the consolidated balance sheets included in or incorporated by reference into the Parent Reports (including the related notes and schedules) fairly presents form in all material respects with the applicable requirements of the Exchange Act and the Securities Act, as applicable, (subject, iii) in the case of unaudited statementsthe BreitBurn Parent Financial Statements, complied as to recurring audit adjustments normal in nature and amount) the consolidated financial position of Parent and its Subsidiaries as of its date, and each of the consolidated statements of operations, cash flows and changes in shareholders’ equity included in or incorporated by reference into the Parent Reports (including any related notes and schedules) fairly presents form in all material respects (subject, in the case of unaudited statements, to recurring audit adjustments normal in nature and amount) the results of operations, cash flows or changes in shareholders’ equity, as the case may be, of Parent and its Subsidiaries for the periods set forth therein; each of such statements (including the related notes, where applicable) complies, and the financial statements to be filed by Parent with the SEC after the date of this Agreement will comply, with applicable accounting requirements and with the published rules and regulations of the SEC with respect thereto; and each , (iv) in the case of such statements (including the related notesBreitBurn Parent Financial Statements, where applicable) has been, and the financial statements to be filed by Parent with the SEC after the date of this Agreement will be, were prepared in accordance with GAAP consistently applied on a consistent basis during the periods involved, involved (except as may be indicated in the notes thereto or, in the case of unaudited statements, as permitted by Rule Form 10-01 of Regulation S-X Q of the SEC) and (v) in the case of the BreitBurn Parent Financial Statements, fairly present (subject in the case of unaudited statements to normal, recurring and year-end audit adjustments) in all material respects the consolidated financial position of BreitBurn Parent and its Subsidiaries as of the dates thereof and the consolidated results of its operations and cash flows for the periods then ended. KPMG PricewaterhouseCoopers LLP is an independent registered public accounting firm with respect to BreitBurn Parent and the General Partner and has not resigned or been dismissed as independent registered public accountants of Parent. (c) Since January 1, 2007, (A) BreitBurn Parent and the exercise price General Partner as a result of each Parent Option has been no less than the Fair Market Value (as defined or determined under the terms of the respective Parent Benefit Plan under which such Parent Option was granted) of a Parent ADS as determined on the date of grant of such Parent Option, and (B) all grants of Parent Options were validly issued and properly approved by the Board of Directors of Parent (or a duly authorized committee or subcommittee thereof) in material compliance with Applicable Law and recorded in Parent’s financial statements referred to in Section 4.7(b) in accordance with GAAP, and no such grants involved any “back dating” or similar practices with respect to the effective date of grant or exercise price, except as, individually or in connection with any disagreement with BreitBurn Parent or the aggregateGeneral Partner on a matter of accounting principles or practices, has not had and would not be reasonably likely to have financial statement disclosure or result in a Parent Material Adverse Effectauditing scope or procedure.

SEC Documents. (a) Since January 1, 2008, Parent has timely filed with with, or furnished to, the SEC all documents (including exhibits and any amendments thereto) required to be so filed or furnished by it since January 1, 2010 pursuant to Sections 13(a), 14(a) and 15(d) of Parent under the Securities Act or the Exchange Act, and has made available to the Company each registration statement, report, proxy statement or information statement (other than preliminary materials) it has so filed, each in the form (including exhibits and any amendments thereto) filed with the SEC Act (collectively, the “Parent ReportsSEC Documents”). As of its their respective datedates, each Parent Report (i) SEC Documents complied in all material respects in accordance with the applicable requirements of each of the Securities Act or the Exchange Act, the Xxxxxxxx-Xxxxx Act and other Applicable Law, as the case may be, andand as of their respective dates and except as amended or supplemented prior to the date hereof (or with respect to Parent SEC Documents filed or furnished after the date hereof, in each caseexcept as amended or supplemented prior to the Closing Date), the applicable rules and regulations none of the Parent SEC thereunder and (ii) did not contain Documents contained any untrue statement of a material fact or omit omitted to state a material fact required to be stated therein or necessary in order to make the statements made therein, in the light of the circumstances under which they were made, not misleading misleading, except that no representation is made by Parent with respect to information supplied by the Company or its Subsidiaries in writing for such statements, if any, as have been corrected by subsequent filings with inclusion in the SEC prior to the date hereof. (b) Registration Statement. Each of the consolidated balance sheets financial statements of Parent (including, in each case, any notes thereto) included in Parent SEC Documents (collectively, the “Parent Financial Statements”) have been prepared in accordance with U.S. GAAP applied on a consistent basis during the periods involved (except as may be indicated therein or incorporated by reference into in the Parent Reports (including the related notes thereto) and schedules) fairly presents present in all material respects the financial position of Parent and its consolidated Subsidiaries as at the dates thereof and the results of their operations and cash flows for the periods then ended (subject, in the case of unaudited statements, to recurring normal year-end audit adjustments normal in nature and amount) the consolidated financial position of Parent and its Subsidiaries as of its date, and each of the consolidated statements of operations, cash flows and changes in shareholders’ equity included in or incorporated by reference into the Parent Reports (including to any related notes and schedules) fairly presents in all material respects (subject, in the case of unaudited statements, to recurring audit other adjustments normal in nature and amount) the results of operations, cash flows or changes in shareholders’ equity, as the case may be, of Parent and its Subsidiaries for the periods set forth therein; each ). As of such statements (including the related notes, where applicable) complies, and the financial statements to be filed by Parent with the SEC after the date of this Agreement will complyAgreement, with applicable accounting requirements and with the published rules and regulations neither Parent nor any of its Subsidiaries has any pending or unresolved comments from the SEC with respect thereto; and each of such statements (including the related notes, where applicable) has been, and the financial statements to be filed by Parent with the SEC after the date of this Agreement will be, prepared in accordance with GAAP consistently applied during the periods involved, except as indicated in the notes thereto or, in the case of unaudited statements, as permitted by Rule 10-01 of Regulation S-X of the SEC. KPMG LLP is an independent registered public accounting firm or any other Governmental Entity with respect to any of Parent and has not resigned or been dismissed as independent registered public accountants of ParentSEC Documents. (cb) Since January 1To the Knowledge of Parent, 2007neither Parent nor any of its Subsidiaries has any liability or obligation of any nature (whether accrued, absolute, contingent or otherwise), except for liabilities, obligations or contingencies which (i) are reflected, or for which reserves are established, on the consolidated balance sheet of Parent as of Xxxxx 00, 0000, (Axx) were incurred in the exercise price ordinary course of each Parent Option has been no less than the Fair Market Value business since Xxxxx 00, 0000, (as defined or determined under the terms of the respective Parent Benefit Plan under which such Parent Option was grantedxxx) of a Parent ADS as determined on the date of grant of such Parent Option, and (B) all grants of Parent Options were validly issued and properly approved by the Board of Directors of Parent (or a duly authorized committee or subcommittee thereof) in material compliance with Applicable Law and recorded in Parent’s financial statements referred would not reasonably be expected to in Section 4.7(b) in accordance with GAAP, and no such grants involved any “back dating” or similar practices with respect to the effective date of grant or exercise price, except ashave, individually or in the aggregate, has not had and would not be reasonably likely to have or result in a Parent Material Adverse EffectEffect or (iv) have been incurred in connection with the performance by Parent of its obligations under this Agreement or the transactions contemplated hereby. (c) Each of the principal executive officer and the principal financial officer of Parent (or each former principal executive officer and each former principal financial officer of Parent, as applicable) has made the certifications required by Rules 13a-14 and 15d-14 promulgated under the Exchange Act or Sections 302 and 906 of the Xxxxxxxx-Xxxxx Act with respect to Parent SEC Documents. For purposes of the preceding sentence, “principal executive officer” and “principal financial officer” have the meanings ascribed to those terms under the Xxxxxxxx-Xxxxx Act. (d) To the Knowledge of Parent, since January 1, 2008 and prior to the date of this Agreement, none of Parent, any of its Subsidiaries or any director, officer, auditor, accountant or representative of Parent or any of its Subsidiaries has received any substantive complaint, allegation, assertion or claim, whether written or oral, that Parent or any of its Subsidiaries has engaged in questionable accounting or auditing practices. No current or former attorney representing Parent or any of its Subsidiaries has reported evidence of a material violation of securities Laws, breach of fiduciary duty or similar violation by Parent or any of its Subsidiaries, or any of their respective officers, directors, employees or agents, to Parent’s current board of directors or any committee thereof or to any current director or executive officer of Parent. (e) Parent and its Subsidiaries have designed and maintain internal controls over financial reporting (as defined in Rules 13a-15(f) and 15d-15(f) promulgated under the Exchange Act) to provide reasonable assurances (i) regarding the reliability of Parent’s financial reporting and the preparation of financial statements for external purposes in accordance with U.S. GAAP (ii) that receipts and expenditures of Parent and its Subsidiaries are being made only in accordance with the authorization of management and directors of Parent and such Subsidiaries and (iii) regarding prevention or timely detection of the unauthorized acquisition, use or disposition of Parent’s or its Subsidiaries’ assets that could have a material effect on Parent’s financial statements. Parent has designed and maintains disclosure controls and procedures (as defined in Rules 13a-15(e) and 15d-15(e) promulgated under the Exchange Act) to ensure that material information required to be disclosed by Parent in the reports that Parent files or submits under the Exchange Act is recorded, processed, summarized and reported within the time periods specified in the SEC’s rules and forms and is accumulated and communicated to Parent’s management as appropriate to allow timely decisions regarding required disclosure and to make the certifications of the principal executive officer and principal financial officer of Parent required under the Exchange Act with respect to such reports. (f) Neither Parent 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 binding on Parent or any of its Subsidiaries or any of their properties or assets (including any Contract binding on Parent or any of its Subsidiaries or any of their properties or assets or arrangement relating to any transaction or relationship between or among Parent 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 Exchange Act)), where the result, purpose or intended effect of such Contract is to avoid disclosure of any material transaction involving, or material liabilities of, Parent or any of its Subsidiaries in Parent’s or such Subsidiary’s published financial statements or other documents required to be filed or furnished by Parent under the Securities Act or the Exchange Act. (g) Since January 1, 2009, Parent has not received any oral or written notification of any “material weakness” in Parent’s internal control over financial reporting. There is no outstanding “significant deficiency” or “material weakness” that Parent’s independent accountants certify has not been appropriately and adequately remedied by Parent. For purposes of this Agreement, the terms “significant deficiency” and “material weakness” shall have the meanings assigned to them in Release No. 2007-005 of the Public Company Accounting Oversight Board, as in effect on the date hereof.

SEC Documents. (a) Parent The Company has filed in a timely filed with the SEC manner all documents (including exhibits and any amendments thereto) that the Company was required to be so filed by it since January 1, 2010 pursuant to Sections 13(a), 14(a) and 15(d) of file under the Exchange Act, and has made available to Act during the Company each registration statement, report, proxy statement or information statement (other than preliminary materials) it has so filed, each in 12 months preceding the form (including exhibits and any amendments thereto) filed with the SEC (collectively, the “Parent Reports”)date of this Agreement. As of its their respective datefiling dates, each Parent Report (i) all documents that the Company filed under the Exchange Act during the 12 months preceding the date of this Agreement, when taken together with any subsequent amendments filed thereto, complied or, when filed, will comply in all material respects in accordance with the applicable requirements of each of the Exchange Act or the Securities Act, the Xxxxxxxx-Xxxxx Act as applicable, and other Applicable Lawnone of such SEC Documents contained or, as the case may bewhen filed, and, in each case, the applicable rules and regulations of the SEC thereunder and (ii) did not will contain any untrue statement of a material fact or omitted or, when filed, will omit 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 which they were or will be made, not misleading except for such statementsmisleading. (b) As of the date of this Agreement, if any, as have been corrected by subsequent filings with there are no outstanding or unresolved comments in comment letters received from the SEC or its staff. As of the date of this Agreement, none of the Company’s Subsidiaries is subject to the reporting requirements of Section 13(a) or 15(d) under the Exchange Act. (c) Neither the Company nor any of its Subsidiaries has any liabilities of any nature (whether accrued, absolute, contingent or otherwise) except liabilities (i) disclosed in the financial statements of the Company and its Subsidiaries as of December 31, 2011 (the “Balance Sheet Date”) included in the SEC Documents filed prior to the date hereof. , (bii) Each incurred after Balance Sheet Date in the ordinary course of business, (iii) as contemplated by an Operative Agreement or otherwise in connection with the transactions contemplated hereby or thereby or (iv) as would not reasonably be expected to have a Material Adverse Effect. There are no material unconsolidated Subsidiaries of the consolidated Company or any material off-balance sheets included in or incorporated by reference into the Parent Reports (including the related notes and schedules) fairly presents in all material respects (subject, in the case sheet arrangements of unaudited statements, to recurring audit adjustments normal in nature and amount) the consolidated financial position of Parent and its Subsidiaries as of its date, and each of the consolidated statements of operations, cash flows and changes in shareholders’ equity included in or incorporated by reference into the Parent Reports any type (including any related notes and schedules) fairly presents in all material respects (subject, in the case of unaudited statements, to recurring audit adjustments normal in nature and amount) the results of operations, cash flows or changes in shareholders’ equity, as the case may be, of Parent and its Subsidiaries for the periods set forth therein; each of such statements (including the related notes, where applicable) complies, and the financial statements off-balance sheet arrangement required to be filed by Parent with the SEC after the date of this Agreement will comply, with applicable accounting requirements and with the published rules and regulations of the SEC with respect thereto; and each of such statements (including the related notes, where applicabledisclosed pursuant to Item 303(a)(4) has been, and the financial statements to be filed by Parent with the SEC after the date of this Agreement will be, prepared in accordance with GAAP consistently applied during the periods involved, except as indicated in the notes thereto or, in the case of unaudited statements, as permitted by Rule 10-01 of Regulation S-X K promulgated under the Securities Act) that have not been so described in the SEC Documents filed prior to the date hereof nor any obligations to enter into any such arrangements. (d) The Companies and its Subsidiaries are, and since January 1, 2009, have been, in compliance with all, and have not breached or violated any, Laws applicable to the Company and its Subsidiaries, except as would not reasonably be expected to have a Material Adverse Effect. (e) The Company has implemented disclosure controls and procedures (as defined in Rule 13a-15(e) of the Exchange Act) that are reasonably designed to ensure that material information relating to the Company, including its Subsidiaries, required to be included in reports filed under the Exchange Act is made known to the chief executive officer and chief financial officer of the Company by others within those entities. Except as otherwise described in the SEC Documents filed prior to the date hereof, the Company and its Subsidiaries maintain an effective system of “disclosure controls and procedures” (as defined in Rule 13a-15(e) of the Exchange Act) that is designed to ensure that information required to be disclosed by the Company in reports that it files or submits under the Exchange Act is recorded, processed, summarized and reported within the time periods specified in the SEC’s rules and forms, including controls and procedures designed to ensure that such information is accumulated and communicated to the Company’s management as appropriate to allow timely decisions regarding required disclosure. KPMG LLP is an Except as otherwise described in the SEC Documents filed prior to the date hereof, neither the Company nor, to the Knowledge of the Company, the Company’s independent registered public accounting firm with respect to Parent and firm, has not resigned identified or been dismissed as independent registered public accountants made aware of Parent. (c) Since January 1, 2007, (A) the exercise price of each Parent Option has been no less than the Fair Market Value “significant deficiencies” or “material weaknesses” (as defined by the Public Company Accounting Oversight Board) in the design or determined under the terms operation of the respective Parent Benefit Plan under Company’s or any of its Subsidiary’s internal controls and procedures that could reasonably adversely affect the Company’s or any of its Subsidiaries’ ability to record, process, summarize and report financial data, in each case which such Parent Option was granted) has not been subsequently remediated. There is no fraud that involves the Company’s or any of its Subsidiaries’ management or other employees who have a Parent ADS as determined on significant role in the date preparation of grant of such Parent Option, and (B) all grants of Parent Options were validly issued and properly approved financial statements or the internal control over financial reporting utilized by the Board of Directors of Parent (or a duly authorized committee or subcommittee thereof) in material compliance with Applicable Law Company and recorded in Parent’s financial statements referred to in Section 4.7(b) in accordance with GAAP, and no such grants involved any “back dating” or similar practices with respect to the effective date of grant or exercise price, except as, individually or in the aggregate, has not had and would not be reasonably likely to have or result in a Parent Material Adverse Effectits Subsidiaries.

SEC Documents. (a) Parent The Company has timely filed with the SEC all reports, schedules, statements and other documents (including exhibits and any amendments thereto) required to be so filed by it the Company or any of its Subsidiaries with the SEC since January 1December 31, 2010 1999 (collectively, the "Company SEC Reports"). As of their respective dates, with respect to Company SEC Reports filed pursuant to Sections 13(a), 14(a) and 15(d) of the Exchange Act, and has made available as of their respective effective dates, as to Company SEC Reports filed pursuant to the Securities Act, the Company each SEC Reports and any registration statementstatements, reportreports, forms, proxy statement or information statement (statements and other than preliminary materials) it has so filed, each in documents filed by the form (including exhibits and any amendments thereto) filed Company with the SEC (collectively, after the “Parent Reports”). As date of its respective date, each Parent Report this Agreement (i) complied complied, or, with respect to those not yet filed, will comply, in all material respects in accordance with the applicable requirements of each of the Securities Act and the Exchange Act, the Xxxxxxxx-Xxxxx Act and other Applicable Law, as the case may be, and, in each case, the applicable rules and regulations of the SEC thereunder and (ii) did not, or, with respect to those not yet filed, will 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 made therein, in the light of the circumstances under which they were made, not misleading except for such statements, if any, as have been corrected by subsequent filings with the SEC prior to the date hereofmisleading. (b) Each of the consolidated balance sheets included in or incorporated by reference into the Parent Company SEC Reports (including the related notes and schedules) fairly presents fairly, in all material respects (subjectrespects, in the case of unaudited statements, to recurring audit adjustments normal in nature and amount) the consolidated financial position of Parent the Company and its consolidated Subsidiaries as of its date, and each of the consolidated statements of operationsincome, stockholders' equity and cash flows and changes in shareholders’ equity of the Company included in or incorporated by reference into the Parent Company SEC Reports (including any related notes and schedules) fairly presents fairly, in all material respects respects, the results of operations, stockholders' equity and cash flows, as the case may be, of the Company and its Subsidiaries for the periods set forth therein (subject, in the case of unaudited statements, to recurring normal year-end audit adjustments normal adjustments), in nature and amount) the results of operations, cash flows or changes in shareholders’ equity, as the each case may be, of Parent and its Subsidiaries for the periods set forth therein; each of such statements (including the related notes, where applicable) complies, and the financial statements to be filed by Parent with the SEC after the date of this Agreement will comply, with applicable accounting requirements and with the published rules and regulations of the SEC with respect thereto; and each of such statements (including the related notes, where applicable) has been, and the financial statements to be filed by Parent with the SEC after the date of this Agreement will be, prepared in accordance with GAAP consistently applied during the periods involved, except as indicated in the notes thereto or, in the case of unaudited statements, as permitted by Rule 10-01 of Regulation S-X of the SEC. KPMG LLP is an independent registered public accounting firm with respect to Parent and has not resigned or been dismissed as independent registered public accountants of Parentmay be noted therein. (c) Since January 1Except as set forth in the Company SEC Reports, 2007neither the Company nor any of its Subsidiaries has any liabilities or obligations of any nature (whether accrued, (Aabsolute, contingent or otherwise) the exercise price of each Parent Option has been no less than the Fair Market Value (as defined that would be required to be reflected on, or determined under the terms reserved against in, a balance sheet of the respective Parent Benefit Plan under which such Parent Option was granted) of a Parent ADS as determined on Company or in the date of grant of such Parent Option, and (B) all grants of Parent Options were validly issued and properly approved by the Board of Directors of Parent (or a duly authorized committee or subcommittee thereof) in material compliance with Applicable Law and recorded in Parent’s financial statements referred to in Section 4.7(b) notes thereto prepared in accordance with GAAPGAAP consistently applied, and no such grants involved any “back dating” except for (i) liabilities or similar practices with respect obligations that were so reserved on, or reflected in (including the notes to), the consolidated balance sheet of the Company as of September 30, 2002, (ii) liabilities or obligations arising in the ordinary course of business (including trade indebtedness) from September 30, 2002 to the effective date of grant hereof (iii) liabilities incurred after the date hereof that are permitted by Section 5.1 hereof and (iv) other liabilities or exercise price, except asobligations which would not, individually or in the aggregate, has not had and would not be reasonably likely to have or result in cause a Parent Company Material Adverse Effect.

SEC Documents. (a) Since January 1, 2016, each of Parent and EQT MLP has timely filed or furnished with the SEC all documents (including exhibits forms, reports, schedules and any amendments thereto) statements required to be so filed by it since January 1, 2010 pursuant to Sections 13(a), 14(a) and 15(d) of or furnished under the Securities Act or the Exchange ActAct (such forms, reports, schedules and has made available to the Company each registration statementstatements, report, proxy statement or information statement (other than preliminary materials) it has so filed, each in the form (including exhibits and any amendments thereto) filed with the SEC (collectively, the “Parent ReportsSEC Documents”). As of its their respective datedates, each of the Parent Report (i) SEC Documents, as amended, complied as to form in all material respects in accordance with the applicable requirements of each of the Securities Act, or the Exchange Act, the Xxxxxxxx-Xxxxx Act and other Applicable Law, as the case may be, and, in each case, and the applicable rules and regulations of the SEC thereunder applicable to such Parent SEC Documents, and (ii) did not contain none of the Parent SEC Documents contained, when filed or, if amended prior to the date of this Agreement, as of the date of such amendment with respect to those disclosures that are amended, any 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 made therein, in the light of the circumstances under which they were made, not misleading except for such statementsmisleading. Parent and EQT MLP respectively, if any, as have been corrected made all certifications and statements required by subsequent filings Sections 302 and 906 of the Xxxxxxxx-Xxxxx Act and the related rules and regulations promulgated thereunder with respect to the Parent SEC prior to Documents. As of the date hereof, neither Parent nor EQT MLP nor any of their respective officers has received notice from any Governmental Entity challenging or questioning the accuracy, completeness, form or manner of filing of such certifications. As of the date hereof, there are no outstanding or unresolved comments received by Parent from the SEC with respect to any of the Parent SEC Documents. As of the date hereof, to the knowledge of Parent, none of the Parent SEC Documents is the subject of ongoing SEC review or investigation. (b) Each The financial statements of the consolidated balance sheets Parent included in or incorporated by reference into the Parent Reports (SEC Documents, including the related all notes and schedules) fairly presents schedules thereto, complied in all material respects (subjectrespects, in the case of unaudited statements, when filed or if amended prior to recurring audit adjustments normal in nature and amount) the consolidated financial position of Parent and its Subsidiaries as of its date, and each of the consolidated statements of operations, cash flows and changes in shareholders’ equity included in or incorporated by reference into the Parent Reports (including any related notes and schedules) fairly presents in all material respects (subject, in the case of unaudited statements, to recurring audit adjustments normal in nature and amount) the results of operations, cash flows or changes in shareholders’ equity, as the case may be, of Parent and its Subsidiaries for the periods set forth therein; each of such statements (including the related notes, where applicable) complies, and the financial statements to be filed by Parent with the SEC after the date of this Agreement will complyAgreement, as of the date of such amendment, with applicable accounting requirements and with the published rules and regulations of the SEC with respect thereto; and each of such statements (including the related notes, where applicable) has been, and the financial statements to be filed by Parent with the SEC after the date of this Agreement will be, were prepared in accordance with GAAP consistently applied on a consistent basis during the periods involved, involved (except as may be indicated in the notes thereto or, in the case of the unaudited statements, as permitted by Rule 10-01 of Regulation S-X of the SEC. KPMG LLP is an independent registered public accounting firm with respect to Parent ) and has not resigned or been dismissed as independent registered public accountants of Parent. (c) Since January 1, 2007, (A) the exercise price of each Parent Option has been no less than the Fair Market Value (as defined or determined under the terms of the respective Parent Benefit Plan under which such Parent Option was granted) of a Parent ADS as determined on the date of grant of such Parent Option, and (B) fairly present in all grants of Parent Options were validly issued and properly approved by the Board of Directors of Parent (or a duly authorized committee or subcommittee thereof) in material compliance with Applicable Law and recorded in Parent’s financial statements referred to in Section 4.7(b) respects in accordance with GAAPapplicable requirements of GAAP (subject, and no such grants involved any “back dating” or similar practices with respect to the effective date of grant or exercise price, except as, individually or in the aggregatecase of the unaudited statements, has not had to normal year-end audit adjustments) the financial position of Parent and would not be reasonably likely to have or result in a its consolidated Subsidiaries as of their respective dates and the results of operations and the cash flows of Parent Material Adverse Effectand its consolidated Subsidiaries for the periods presented therein.

SEC Documents. (a) Parent has timely filed or otherwise furnished all reports, schedules, forms, statements and other documents required to be filed or furnished, as applicable, by it with the SEC since March 29, 2008, and Parent shall have filed prior to the Closing Date all reports, schedules, forms, statements and other documents (including exhibits and any amendments thereto) required to be so filed or furnished by it since January 1, 2010 pursuant to Sections 13(a), 14(a) and 15(d) of the Exchange Act, and has made available to the Company each registration statement, report, proxy statement or information statement (other than preliminary materials) it has so filed, each in the form (including exhibits and any amendments thereto) filed with the SEC from the Execution Date and prior to the Closing Date (collectivelyas such reports, schedules, forms, statements and documents have been amended since the time of their filing, the “Parent ReportsSEC Documents”). As At the time they were filed (or if amended or superseded by a filing prior to the Execution Date or the Closing Date, as applicable, then on the date of its respective datesuch filing), each the Parent Report SEC Documents complied (ior shall comply, as the case may be) complied in all material respects in accordance with the applicable requirements of each the Securities Act or the United States Securities Exchange Act of the Exchange Act1934, the Xxxxxxxx-Xxxxx Act and other Applicable Lawas amended, as the case may be, and, in each case, and the applicable rules and regulations of the SEC promulgated thereunder applicable to such Parent SEC Documents, and none of the Parent SEC Documents contained (iior shall contain, as the case may be) did not contain any untrue statement of a material fact or omit omitted (or shall omit, as the case may be) 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 except for such statements, if any, as have been corrected by subsequent filings with the SEC prior to the date hereofmisleading. (b) Each of the consolidated balance sheets included in or incorporated by reference into the Parent Reports The audited and unaudited financial statements (including the all related notes and schedules) fairly presents of Parent included in the Parent SEC Documents have complied (or shall comply, as the case may be) in all material respects with applicable accounting requirements and the published rules and regulations of the SEC in effect at the time of the filing with respect thereto. Each of such financial statements were prepared in accordance with GAAP, applied on a consistent basis during the periods involved (except as may be indicated in the notes or schedules to such financial statements and subject, in the case of unaudited statements, to recurring audit the absence of notes and normal year-end adjustments normal (which are not material in nature amount or significance in any individual case or in the aggregate)), and amount) fairly present, in all material respects, the consolidated financial position condition of Parent and its Subsidiaries as at the dates thereof and the consolidated results of its date, operations and each of the consolidated statements of operations, cash flows and changes in shareholders’ equity included in or incorporated by reference into for the Parent Reports (including any related notes and schedules) fairly presents in all material respects periods then ended (subject, in the case of unaudited financial statements, to recurring audit the absence of notes and normal year-end adjustments normal (which are not material in nature and amount) amount or significance in any individual case or in the results aggregate)). As of operationsthe Execution Date, cash flows or changes in shareholders’ equity, as the case may be, of Parent and its Subsidiaries for the periods set forth therein; each of such statements (including the related notes, where applicable) complies, and the financial statements to be filed by Parent with the SEC after the date of this Agreement will comply, with applicable accounting requirements and with the published rules and regulations of there are no outstanding comments from the SEC with respect thereto; and each of such statements (including the related notes, where applicable) has been, and the financial statements to be filed by Parent with the SEC after the date of this Agreement will be, prepared in accordance with GAAP consistently applied during the periods involved, except as indicated in the notes thereto or, in the case of unaudited statements, as permitted by Rule 10-01 of Regulation S-X any of the SEC. KPMG LLP is an independent registered public accounting firm with respect to Parent and has not resigned or been dismissed as independent registered public accountants of ParentSEC Documents. (c) Since January 1, 2007, (A) No executive officer of Parent has failed to make the exercise price certifications required of each Parent Option has been no less than the Fair Market Value (as defined him or determined her under the terms Sections 302 or 906 of the respective Xxxxxxxx-Xxxxx Act with respect to any Parent Benefit Plan under which such Parent Option was granted) of a Parent ADS as determined on the date of grant of such Parent OptionSEC Document, and based on its most recently completed evaluation of its system of internal control over financial reporting prior to the Execution Date, to Parent’s Knowledge, there is no fraud that (Bi) all grants involves executive officers or other employees of Parent Options were validly issued and properly approved by the Board of Directors of Parent (or who have a duly authorized committee or subcommittee thereof) in material compliance with Applicable Law and recorded significant role in Parent’s internal control over financial statements referred reporting and (ii) has had, or would reasonably be expected to in Section 4.7(b) in accordance with GAAPhave, and no such grants involved any “back dating” or similar practices with respect to a material impact on the effective date business of grant or exercise price, except as, individually or in the aggregate, has not had and would not be reasonably likely to have or result in a Parent Material Adverse EffectParent.

SEC Documents. (a) Parent ADS has timely filed with the SEC all documents (including exhibits and any amendments thereto) required to be so filed by it since January 1, 2010 pursuant to Sections 13(a), 14(a) and 15(d) of the Exchange Act, and has delivered or made available to the Company each registration statement, report, proxy statement or information statement (as defined in Regulation 14C under the Exchange Act) prepared by it since December 31, 1996, which reports constitute all of the documents (other than preliminary materialsmaterial) it has so filedrequired to be filed by ADS with the Securities and Exchange Commission ("SEC") since such date, each in the form (including exhibits and any amendments thereto) filed with the SEC (collectively, the “Parent "ADS Reports”"). As of its their respective datedates, each Parent Report (i) of the ADS Reports complied and, in the case of filings after the date hereof, will comply as to form in all material respects in accordance with the applicable requirements of each of the Securities Act and/or the Exchange Act, the Xxxxxxxx-Xxxxx Act and other Applicable Law, as the case may be, and, in each case, and the applicable rules and regulations thereunder. None of the SEC thereunder and (ii) did not contain ADS Reports contained, as of the date they were filed, any 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 made therein, in the light of the circumstances under which they were made, not misleading except for such statements, if any, as have been corrected by subsequent filings misleading. ADS has filed with the SEC prior all reports required to be filed under Sections 13, 14 and 15(d) of the date hereof. (b) Exchange Act since December 31, 1996. Each of the consolidated balance sheets of ADS included in or incorporated by reference into the Parent ADS Reports (including the related notes and schedules) fairly presents present in all material respects the consolidated financial position of ADS and the ADS Subsidiaries as of its date (subject, in the case of unaudited statements, to recurring normal year-end audit adjustments normal which would not be material in nature and amount) the consolidated financial position of Parent and its Subsidiaries as of its dateamount or effect), and each of the consolidated statements of operationsincome, retained earnings and cash flows and changes in shareholders’ equity of ADS included in or incorporated by reference into the Parent ADS Reports (including any related notes and schedules) fairly presents present in all material respects the results of operations, retained earnings or cash flows, as the case may be, of ADS and the ADS Subsidiaries for the periods set forth therein (subject, in the case of unaudited statements, to recurring normal year-end audit adjustments normal which would not be material in nature amount or effect). Except as and amountto the extent reflected or reserved against in the financial statements included in the ADS's Annual Report on Form 10-K for the year ended December 31, 1999 (the "ADS Form 10-K") or as disclosed herein or in the ADS Disclosure Statement, neither ADS nor any of the ADS Subsidiaries had as of such date any liability or obligation of any kind, whether accrued, absolute, contingent, unliquidated or other and whether due or to become due (including any liability for breach of contract, breach of warranty, torts, infringements, claims or lawsuits), which was material to the business, assets, results of operationsoperations or financial conditions of ADS and the ADS Subsidiaries taken as a whole. Except as set forth in the ADS Disclosure Statement, cash flows since December 31, 1999, neither ADS nor any of the ADS Subsidiaries has incurred any liability or changes obligation of any kind which, in shareholders’ equityany case or in the aggregate, is material to the business, assets, results of operations or financial condition of ADS and the ADS Subsidiaries taken as a whole, except in the case may be, ordinary course of Parent and its Subsidiaries for business. There are no extraordinary or material non-recurring items of income or expense during the periods set forth therein; each of covered by such statements (including the related notes, where applicable) compliesfinancial statements, and the consolidated balance sheets of ADS included or incorporated therein do not reflect any write-up or revaluation increasing the book value of any assets, except in either case as specifically disclosed in the notes thereto. The financial statements of ADS, including the notes thereto, included in or incorporated by reference into the ADS Reports comply as to be filed by Parent with the SEC after the date of this Agreement will comply, with applicable accounting requirements and form in all material respects with the published rules and regulations of the SEC with respect thereto; and each of such statements (including the related notes, where applicable) has been, and the financial statements to be filed by Parent with the SEC after the date of this Agreement will be, have been prepared in accordance with GAAP generally accepted accounting principles consistently applied during the periods involved, ("GAAP") (except as may be indicated in the notes thereto orthereto). Since December 31, in the case of unaudited statements1996, as permitted by Rule 10-01 of Regulation S-X of the SEC. KPMG LLP is an independent registered public accounting firm with respect to Parent and has not resigned or been dismissed as independent registered public accountants of Parent. (c) Since January 1, 2007, (A) the exercise price of each Parent Option there has been no less than the Fair Market Value (as defined change in ADS's accounting methods or determined under the terms of the respective Parent Benefit Plan under which such Parent Option was granted) of a Parent principles that would be required to be disclosed in ADS as determined on the date of grant of such Parent Option, and (B) all grants of Parent Options were validly issued and properly approved by the Board of Directors of Parent (or a duly authorized committee or subcommittee thereof) in material compliance with Applicable Law and recorded in Parent’s financial statements referred to in Section 4.7(b) in accordance with GAAP, and no such grants involved any “back dating” or similar practices with respect to the effective date of grant or exercise price, except as, individually or as described in the aggregate, has not had and would not be reasonably likely notes to have or result in a Parent Material Adverse Effectsuch ADS financial statements.

SEC Documents. (a) Parent has filed or furnished, as applicable, on a timely filed with the SEC basis, all documents (including exhibits and any amendments thereto) required to be so filed by it since January 1reports, 2010 pursuant to Sections 13(a)schedules, 14(a) and 15(d) of the Exchange Actforms, certifications, and has made available to the Company each registration statement, report, proxy statement or information statement (and other than preliminary materials) it has so filed, each in the form (including exhibits and any amendments thereto) filed statements with the SEC (collectivelycollectively and together with all documents filed on a voluntary basis on Form 8-K, and in each case, including all exhibits and schedules thereto and documents incorporated by reference therein, as have been supplemented, modified or amended since the time of filing, the “Parent ReportsSEC Documents”)) since the beginning of Parent’s last completed fiscal year. As Since the beginning of Parent’s last completed fiscal year, each of the SEC Documents, at the time of its respective datefiling or being furnished, each Parent Report (i) complied in all material respects in accordance with the applicable requirements of each of the Exchange Act, the Securities Act, and the Xxxxxxxx-Xxxxx Act of 2002 (the “Xxxxxxxx-Xxxxx Act”), and other Applicable Law, as the case may be, and, in each case, the applicable any rules and regulations promulgated thereunder applicable to the SEC Documents. As of their respective dates (or, if amended prior to the date hereof, as of the date of such amendment), the SEC thereunder and (ii) Documents filed or furnished since the beginning of Parent’s last completed fiscal year did 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 made therein, in the light of the circumstances under in which they were made, not misleading except for such statements, if any, as have been corrected by subsequent filings with the SEC prior to the date hereof.misleading (b) Each The audited balance sheet of Parent dated March 25, 2023 contained in the consolidated balance sheets included SEC Documents is hereinafter referred to as the “Parent Balance Sheet.” Parent does not have any liabilities other than liabilities that: (i) are reflected or reserved against in or incorporated by reference into the Parent Reports Balance Sheet (including the notes thereto); (ii) were incurred since the date of the Parent Balance Sheet in the ordinary course of Parent’s business consistent with past practice; (iii) are incurred in connection with the transactions contemplated by this Agreement; or (iv) would not reasonably be expected to be material to the Parent Balance Sheet, individually or in the aggregate. (c) The financial statements of Parent (including any related notes and schedulesschedules thereto) contained in the SEC Documents filed since the beginning of the last completed fiscal year (the “Parent Financial Statements”) have been prepared in accordance with GAAP applied on a consistent basis (except as may be indicated in the notes thereto and, in the case of unaudited interim financial statements, as may be permitted by GAAP). The Parent Financial Statements accurately reflect the books and records of Parent and its subsidiaries and present fairly presents in all material respects the consolidated financial position, results of operations and cash flows of Parent and its subsidiaries at and for the respective periods indicated (subject, in the case of the unaudited statementsfinancial statements included in the Parent Financial Statements, to recurring audit normal year-end adjustments normal and any other adjustments described therein and as may be permitted by GAAP). (x) Xxxxxx maintains a system of “internal controls over financial reporting” (as defined in nature Rules 13a-15(f) and amount15d-15(f) the consolidated financial position of Parent and its Subsidiaries as of its date, and each of the consolidated statements Exchange Act) as required by Rules 13a-15 or 15d-15 of operations, cash flows and changes in shareholders’ equity included in or incorporated by reference into the Parent Reports Exchange Act that is sufficient to provide reasonable assurance (including any related notes and schedulesi) fairly presents in all material respects (subject, in regarding the case reliability of unaudited statements, to recurring audit adjustments normal in nature and amount) the results of operations, cash flows or changes in shareholders’ equity, as the case may be, of Parent and its Subsidiaries for the periods set forth therein; each of such statements (including the related notes, where applicable) complies, financial reporting and the preparation of financial statements to be filed by Parent with the SEC after the date of this Agreement will comply, with applicable accounting requirements and with the published rules and regulations of the SEC with respect thereto; and each of such statements (including the related notes, where applicable) has been, and the financial statements to be filed by Parent with the SEC after the date of this Agreement will be, prepared for external purposes in accordance with GAAP consistently applied during GAAP, (ii) that receipts and expenditures of Parent are being made only in accordance with authorizations of management and Parent’s board of directors, and (iii) regarding prevention or timely detection of the unauthorized acquisition, use or disposition of Parent’s assets that could have a materially adverse effect on Parent’s financial statements. Parent maintains disclosure controls and procedures within the meaning of Rules 13a-15(e) and 15d-15(e) of the Exchange Act. Such disclosure controls and procedures are designed and maintained to ensure that information relating to Parent, including its consolidated subsidiaries, required to be disclosed in Parent’s reports under the Exchange Act, is recorded, processed, summarized and reported within the time periods involved, except as indicated specified in the notes thereto orrules of the SEC, and that all such material information is accumulated and communicated to the Parent’s principal executive officer and its principal financial officer by others employed by Parent to allow timely decisions regarding required disclosure under the Exchange Act and to make the certifications required under the Exchange Act with respect to such reports. Parent has disclosed to its auditors and the audit committee of its Board of Directors (A) any “significant deficiency” or “material weaknesses” (as such terms are defined in the case of unaudited statements, as permitted by Rule 101-01 02(a)(4) of Regulation S-X X) in the system of the SEC. KPMG LLP is an independent registered public accounting firm with internal control over financial reporting which are reasonably likely to adversely affect in any material respect its ability to Parent timely record, process, summarize and has not resigned or been dismissed as independent registered public accountants of Parent. (c) Since January 1, 2007, (A) the exercise price of each Parent Option has been no less than the Fair Market Value (as defined or determined under the terms of the respective Parent Benefit Plan under which such Parent Option was granted) of a Parent ADS as determined on the date of grant of such Parent Optionreport financial information, and (B) all grants any fraud, whether or not material, that involves management or other employees of Parent Options were validly issued and properly approved by its subsidiaries who have a significant role in its internal control over financial reporting. (e) As of the Board of Directors of Parent (or a duly authorized committee or subcommittee thereof) in material compliance with Applicable Law and recorded in Parent’s financial statements referred to in Section 4.7(b) in accordance with GAAP, and no such grants involved any “back dating” or similar practices with respect to the effective date of grant or exercise pricethe Agreement, except as, individually or Parent is in compliance in all material respects with the aggregate, has not had listing and would not be reasonably likely corporate governance rules and regulations of The Nasdaq Stock Market LLC applicable to have or result in a Parent Material Adverse EffectParent.

SEC Documents. (a) Parent has timely filed all forms, reports and documents required to be filed with the SEC all documents (including exhibits and any amendments thereto) required to be so filed by it since January 1December 31, 2010 pursuant to Sections 13(a), 14(a) and 15(d) of the Exchange Act, 1994 and has made available to the Company each registration statementand Selling Shareholder, report, proxy statement or information statement (other than preliminary materials) it has so filed, each in the form (including exhibits and any amendments thereto) filed with the SEC (collectivelySEC, the “Parent Reports”). As of its respective date, each Parent Report (i) complied its Annual Report on Form 10-KSB for the fiscal year ended December 31, 1996, (ii) its Quarterly Reports on Form 10-QSB for the periods ended March 31, and June 30, 1997, (iii) all proxy statements relating to Parent's meetings of stockholders (whether annual or special) held since December 31, 1996, (iv) all other reports or registration statements filed by Parent with the SEC since December 31, 1996, and (v) all amendments and supplements to all such reports and registration statements filed by Parent with the SEC. All such required forms, reports and documents (including those enumerated in all material respects clauses (i) through (v) of the preceding sentence) are referred to herein as the "PARENT SEC REPORTS." As of their respective dates, the Parent SEC Reports (i) were prepared in accordance with the applicable requirements of each of the Securities Act or the Exchange Act, the Xxxxxxxx-Xxxxx Act and other Applicable Law, as the case may be, and, in each case, and the applicable rules and regulations of the SEC thereunder applicable to such Parent SEC Reports and (ii) did not at the time they were filed (or if amended or superseded by a filing prior to the date of this Agreement, then on the date of such filing) contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary in order to make the statements made therein, in the light of the circumstances under which they were made, not misleading except for such statements, if any, as have been corrected by subsequent filings with the SEC prior to the date hereof. (b) Each misleading. The audited consolidated financial statements and unaudited condensed consolidated interim financial statements of the Parent and its consolidated balance sheets subsidiaries included in or incorporated by reference into the Parent Reports (including the related notes and schedules) fairly presents such reports are correct in all material respects (subjectrespects, were prepared in accordance with GAAP applied on a basis consistent throughout the case of unaudited statementsperiods indicated, to recurring audit adjustments normal in nature and amount) present fairly the consolidated financial position of Parent and its Subsidiaries consolidated subsidiaries as of its date, the dates thereof and each of the consolidated statements results of operations, their operations and cash flows and changes in shareholders’ equity included in or incorporated by reference into for the Parent Reports (including any related notes and schedules) fairly presents in all material respects (subjectperiods then ended, subject in the case of the unaudited condensed consolidated financial statements, to recurring audit adjustments normal in nature and amount) the results of operationsyear-end adjustments, cash flows or changes in shareholders’ equity, as the case may be, of Parent and its Subsidiaries for the periods set forth therein; each of such statements (including the related notes, where applicable) complies, and the financial statements to be filed by Parent with the SEC after the date of this Agreement which will comply, with applicable accounting requirements and with the published rules and regulations of the SEC with respect thereto; and each of such statements (including the related notes, where applicable) has been, and the financial statements to be filed by Parent with the SEC after the date of this Agreement will be, prepared in accordance with GAAP consistently applied during the periods involved, except as indicated in the notes thereto or, in the case of unaudited statements, as permitted by Rule 10-01 of Regulation S-X of the SEC. KPMG LLP is an independent registered public accounting firm with respect to Parent and has not resigned or been dismissed as independent registered public accountants of Parent. (c) Since January 1, 2007, (A) the exercise price of each Parent Option has been no less than the Fair Market Value (as defined or determined under the terms of the respective Parent Benefit Plan under which such Parent Option was granted) of a Parent ADS as determined on the date of grant of such Parent Option, and (B) all grants of Parent Options were validly issued and properly approved by the Board of Directors of Parent (or a duly authorized committee or subcommittee thereof) in material compliance with Applicable Law and recorded in Parent’s financial statements referred to in Section 4.7(b) in accordance with GAAP, and no such grants involved any “back dating” or similar practices with respect to the effective date of grant or exercise price, except as, individually or in the aggregate, has not had and would not be reasonably likely to have material in amount or result in a Parent Material Adverse Effectsignificance.

SEC Documents. General Partner’s and Parent’s Annual Report on Form 10-K, as amended, for the fiscal year ended December 31, 2012 (a) the “Parent has timely filed with the SEC 2012 Form 10-K”), and all documents (including exhibits and any amendments thereto) other reports, registration statements, definitive proxy statements or information statements required to be so filed or furnished by it since General Partner or Parent or any of their Subsidiaries subsequent to January 1, 2010 pursuant to Sections 13(a), 14(a) and 15(d) of under the Securities Act or under the Exchange Act, and has made available to the Company each registration statement, report, proxy statement or information statement (other than preliminary materials) it has so filed, each in the form (including exhibits and any amendments thereto) filed Act with the SEC (collectively, the “Parent ReportsSEC Documents”). As of its respective date) in the form filed, each Parent Report as amended, (i) complied in all material respects in accordance as to form with the applicable requirements of each of under the Securities Act or the Exchange Act, the Xxxxxxxx-Xxxxx Act and other Applicable Law, as the case may be, and, in each case, the applicable rules and regulations of the SEC thereunder and (ii) did 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 made therein, in the light of the circumstances under which they were made, not misleading except for such statements, if any, as have been corrected by subsequent filings with the SEC prior to the date hereof. (b) Each misleading; and each of the consolidated balance sheets included contained in or incorporated by reference into the any such Parent Reports SEC Document (including the related notes and schedulesschedules thereto) fairly presents in all material respects (subject, in the case of unaudited statements, to recurring audit adjustments normal in nature and amount) the consolidated financial position of Parent and its Subsidiaries the entity or entities to which such balance sheet relates as of its date, and each of the consolidated statements of operations, cash flows income and changes in shareholdersstockholders’ equity included and cash flows or equivalent statements in or incorporated by reference into the such Parent Reports SEC Documents (including any related notes and schedulesschedules thereto) fairly presents in all material respects (subject, in the case of unaudited statements, to recurring audit adjustments normal in nature and amount) the results of operations, cash flows or changes in shareholdersstockholders’ equityequity and changes in cash flows, as the case may be, of Parent and its Subsidiaries the entity or entities to which such statement relates for the periods set forth therein; to which it relates, in each of such statements (including the related notes, where applicable) complies, and the financial statements to be filed by Parent with the SEC after the date of this Agreement will comply, with applicable accounting requirements and with the published rules and regulations of the SEC with respect thereto; and each of such statements (including the related notes, where applicable) has been, and the financial statements to be filed by Parent with the SEC after the date of this Agreement will be, prepared case in accordance with GAAP consistently applied during the periods involved, except in each case as indicated in the notes thereto ormay be noted therein, subject to normal year end audit adjustments in the case of unaudited financial statements, as permitted by Rule . Except for those liabilities that are fully reflected or reserved against in the most recent audited consolidated balance sheet of General Partner and its Subsidiaries contained in the Parent 2012 Form 10-01 of Regulation S-X of the SEC. KPMG LLP is an independent registered public accounting firm with respect K and, except for liabilities reflected in Parent SEC Documents filed prior to Parent and has not resigned or been dismissed as independent registered public accountants of Parent. (c) Since January 1, 2007, (A) the exercise price of each Parent Option has been no less than the Fair Market Value (as defined or determined under the terms of the respective Parent Benefit Plan under which such Parent Option was granted) of a Parent ADS as determined on the date hereof or incurred in the ordinary course of grant business consistent with past practices or in connection with this Agreement, since December 31, 2012, neither General Partner nor any of such Parent Optionits Subsidiaries has any liabilities or obligations of any nature (whether accrued, and (Babsolute, contingent or otherwise) all grants of Parent Options were validly issued and properly approved required by the Board of Directors of Parent (or a duly authorized committee or subcommittee thereof) in material compliance with Applicable Law and recorded in Parent’s financial statements referred GAAP to in Section 4.7(b) in accordance with GAAP, and no such grants involved any “back dating” or similar practices with respect to the effective date of grant or exercise price, except as, individually be set forth on its consolidated balance sheet or in the aggregatenotes thereto, has not had and other than those which would not reasonably be reasonably likely expected to have a material adverse effect on General Partner’s, Parent’s or result in a Parent Material Adverse EffectMerger Sub’s ability to consummate the transactions contemplated hereby.

SEC Documents. Undisclosed Liabilities; SAP Statements. (a) Parent VA has timely filed all required reports, schedules, forms, statements and other documents with the SEC all documents (including exhibits and any amendments thereto) required to be so filed by it since January 1, 2010 pursuant to Sections 13(a), 14(a) and 15(d) of the Exchange Act, and has made available to the Company each registration statement, report, proxy statement or information statement (other than preliminary materials) it has so filed, each in the form 1996 (including exhibits all filed reports, schedules, forms, statements and any amendments thereto) filed with the SEC (collectivelyother documents whether or not required, the “Parent Reports”"VA SEC Documents"). As of its their respective datedates, each Parent Report (i) the VA SEC Documents complied in all material respects in accordance with the applicable requirements of each of the Securities Act or the Exchange Act, the Xxxxxxxx-Xxxxx Act and other Applicable Law, as the case may be, and, in each case, and the applicable rules and regulations of the SEC promulgated thereunder applicable to such VA SEC Documents, and (ii) did not contain none of the VA SEC Documents contained any untrue statement of a material fact or omit omitted to state a material fact required to be stated therein or necessary in order to make the statements made therein, in the light of the circumstances under which they were made, not misleading except for such statements, if any, as have been corrected by subsequent filings with the SEC prior misleading. Except to the date hereof. (b) Each extent that information contained in any VA SEC Document has been revised or superseded by a later filed VA SEC Document, none of the consolidated balance sheets VA 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 financial statements of VA included in or incorporated by reference into the Parent Reports (including the related notes and schedules) fairly presents VA SEC Documents comply as to form in all material respects with applicable accounting requirements and the published rules and regulations of the SEC with respect thereto, have been prepared in accordance with GAAP applied on a consistent basis during the periods involved (except as may be indicated in the notes thereto or in the VA SEC Documents) and fairly present the consolidated financial position of VA and its consolidated Subsidiaries as of the dates thereof and the consolidated results of their operations and cash flows for the periods then ended (subject, in the case of unaudited statements, to recurring audit adjustments normal year-end adjustments). Except for liabilities and obligations incurred in the ordinary course of business consistent with past practice since the date of the most recent consolidated balance sheet included in the VA SEC Documents, neither VA nor any of its Subsidiaries has any liabilities or obligations of any nature (whether accrued, absolute, contingent or otherwise) required by U.S. generally accepted accounting principles to be recognized or disclosed on a consolidated balance sheet of VA and amountits consolidated Subsidiaries or in the notes thereto. (b) VA conducts its material insurance operations through those companies listed in Section 4.5 of the consolidated VA Disclosure Letter (collectively, the "VA Insurance Subsidiaries"). Each of the VA Insurance Subsidiaries has filed all annual and quarterly statements, together with all exhibits, interrogatories, notes, schedules and any actuarial opinions, affirmations or certifications or other supporting documents in connection therewith, required to be filed with or submitted to the appropriate regulatory authorities of the jurisdiction in which it is domiciled or commercially domiciled or as may be required by any Governmental or Regulatory Authority on forms prescribed or permitted by such authority (collectively, the "VA SAP Statements"). VA has delivered or made available to BB all of the VA SAP Statements for each VA Insurance Subsidiary for the periods beginning January 1, 1996, each in the form (including exhibits, annexes and any amendments thereto) filed with the applicable state insurance regulatory agency. Financial statements included in the VA SAP Statements and prepared on a statutory basis, including the notes thereto, were prepared in conformity with statutory accounting practices prescribed or permitted by the applicable insurance regulatory authority consistently applied for the periods covered thereby and present fairly the statutory financial position of Parent and its such VA Insurance Subsidiaries as at the respective dates thereof and the results of its date, and each operations of such VA Insurance Subsidiaries for the consolidated statements of operations, cash flows and changes in shareholders’ equity included in or incorporated by reference into the Parent Reports (including any related notes and schedules) fairly presents respective periods then ended. The VA SAP Statements complied in all material respects (subjectwith all applicable laws, in the case of unaudited statements, to recurring audit adjustments normal in nature and amount) the results of operations, cash flows or changes in shareholders’ equity, as the case may be, of Parent and its Subsidiaries for the periods set forth therein; each of such statements (including the related notes, where applicable) complies, and the financial statements to be filed by Parent with the SEC after the date of this Agreement will comply, with applicable accounting requirements and with the published rules and regulations of the SEC with respect thereto; and each of such statements (including the related notes, where applicable) has beenwhen filed, and the financial statements to be filed by Parent with the SEC after the date of this Agreement will be, prepared in accordance with GAAP consistently applied during the periods involved, except as indicated in the notes thereto or, in the case of unaudited statements, as permitted by Rule 10-01 of Regulation S-X of the SEC. KPMG LLP is an independent registered public accounting firm no material deficiency has been asserted with respect to Parent any VA SAP Statements by the applicable insurance regulatory body or any other governmental agency or body. The statutory balance sheets and income statements included in the VA SAP Statements required to be audited have been audited, and VA has not resigned delivered or been dismissed as independent registered public accountants made available to BB true and complete copies of Parent. (c) Since all audit opinions related thereto for periods beginning January 1, 20071996. VA has delivered or made available to BB true and complete copies of all examination reports of insurance departments and any insurance regulatory agencies received by VA on or after January 1, (A) the exercise price of each Parent Option has been no less than the Fair Market Value (as defined or determined under the terms of the respective Parent Benefit Plan under which such Parent Option was granted) of a Parent ADS as determined on the date of grant of such Parent Option, and (B) all grants of Parent Options were validly issued and properly approved by the Board of Directors of Parent (or a duly authorized committee or subcommittee thereof) in material compliance with Applicable Law and recorded in Parent’s financial statements referred to in Section 4.7(b) in accordance with GAAP, and no such grants involved any “back dating” or similar practices with respect 1996 relating to the effective date of grant or exercise price, except as, individually or in the aggregate, has not had and would not be reasonably likely to have or result in a Parent Material Adverse EffectVA Insurance Subsidiaries.

SEC Documents. (a) Parent Artra has timely filed all forms, reports and documents required to be filed by it with the Securities and Exchange Commission (the "SEC") since December 31, 1996 (collectively, the "Artra Reports"). As of their respective dates, the Artra Reports, and any such reports, forms and other documents filed by Artra with the SEC after the date of this Agreement (i) complied, or will comply, as to form in all documents (including exhibits and any amendments thereto) required to be so filed by it since January 1material respects with the applicable requirements of the Securities Act, 2010 pursuant to Sections 13(a), 14(a) and 15(d) of the Exchange Act, and has made available to the Company each registration statement, report, proxy statement or information statement (other than preliminary materials) it has so filed, each in the form (including exhibits and any amendments thereto) filed with the SEC (collectively, the “Parent Reports”). As of its respective date, each Parent Report (i) complied in all material respects in accordance with the applicable requirements of each of the Exchange Act, the Xxxxxxxx-Xxxxx Act and other Applicable Law, as the case may be, and, in each case, the applicable rules and regulations of the SEC thereunder and (ii) did not not, or will 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 made therein, in the light of the circumstances under which they were made, not misleading except for such statements, if any, as have been corrected by subsequent filings with misleading. The representation in clause (ii) of the SEC preceding sentence shall not apply to any misstatement or omission in any Artra Report filed prior to the date hereofof this Agreement that was superseded by a subsequent Artra Report filed prior to the date of this Agreement that specifically corrected such misstatement or omission in the applicable Artra Report. (b) Each of the consolidated balance sheets included in or incorporated by reference into the Parent Artra Reports (including the related notes and schedules) fairly presents in all material respects (subject, in the case of unaudited statements, to recurring audit adjustments normal in nature and amount) the consolidated financial position of Parent Artra and its Subsidiaries as of its date, and each of the consolidated statements of operationsincome, retained earnings and cash flows and changes in shareholders’ equity included in or incorporated by reference into the Parent Artra Reports (including any related notes and schedules) fairly presents in all material respects the results of operations, retained earnings or cash flows, as the case may be, of Artra and its Subsidiaries for the periods set forth therein (subject, in the case of unaudited statements, to recurring normal year-end audit adjustments normal that would not be material in nature and amount) the results of operationsamount or effect), cash flows or changes in shareholders’ equity, as the each case may be, of Parent and its Subsidiaries for the periods set forth therein; each of such statements (including the related notes, where applicable) complies, and the financial statements to be filed by Parent with the SEC after the date of this Agreement will comply, with applicable accounting requirements and with the published rules and regulations of the SEC with respect thereto; and each of such statements (including the related notes, where applicable) has been, and the financial statements to be filed by Parent with the SEC after the date of this Agreement will be, prepared in accordance with GAAP generally accepted accounting principles consistently applied during the periods involved, except as indicated may be noted therein. Neither Artra nor any of its Subsidiaries has any liabilities or obligations of any nature (whether accrued, absolute, contingent or otherwise) that would be required to be reflected on, or reserved against in, a balance sheet of Artra or in the notes thereto orthereto, prepared in accordance with generally accepted accounting principles consistently applied, except for (i) liabilities and obligations that were reserved on or reflected in (including the notes to), the consolidated balance sheet of Artra as of December 31, 1998, (ii) liabilities arising in the case ordinary course of unaudited statementsbusiness since December 31, as permitted by Rule 10-01 of Regulation S-X of the SEC. KPMG LLP is an independent registered public accounting firm with respect to Parent and has not resigned or been dismissed as independent registered public accountants of Parent. (c) Since January 1, 2007, (A) the exercise price of each Parent Option has been no less than the Fair Market Value (as defined or determined under the terms of the respective Parent Benefit Plan under which such Parent Option was granted) of a Parent ADS as determined on the date of grant of such Parent Option1998, and (Biii) all grants of Parent Options were validly issued and properly approved by the Board of Directors of Parent (liabilities or a duly authorized committee or subcommittee thereof) in material compliance with Applicable Law and recorded in Parent’s financial statements referred to in Section 4.7(b) in accordance with GAAP, and no such grants involved any “back dating” or similar practices with respect to the effective date of grant or exercise price, except asobligations which would not, individually or in the aggregate, has not had and would not be reasonably likely to have or result in a Parent an Artra Material Adverse Effect.

SEC Documents. (a) Parent has timely Each form, report, document, statement, schedule, prospectus, registration statement and definitive proxy statement filed by the Company with the SEC all documents (including exhibits and any amendments thereto) required to be so filed by it since January 1, 2010 pursuant to Sections 13(a2008 (the “Company SEC Documents”), 14(a) and 15(d) of the Exchange Actall forms, reports, documents, statements, schedules, prospectuses, registration statements and has made available to definitive proxy statements filed by the Company each registration statement, report, proxy statement or information statement (other than preliminary materials) it has so filed, each in the form (including exhibits and any amendments thereto) filed with the SEC (collectivelyafter the date hereof and prior to the Closing Date, the “Parent Reports”). As of its respective date, each Parent Report (i) complied were and, in the case of such forms, reports, documents, statements, schedules, prospectuses, registration statements and definitive proxy statements filed after the date hereof, will be, as of their respective dates, prepared in all material respects in accordance with the applicable requirements of each of the Securities Act, the Exchange Act, Act and the Xxxxxxxx-Xxxxx Act and other Applicable LawAct, as the case may be, and, in each case, and the applicable rules and regulations of the SEC thereunder and (ii) did not at the time they were filed (or, if amended or superseded by a subsequent filing, then on the date of such filing, which filing, if relating to a Company SEC Document filed prior to the date hereof, shall have been made prior to the date of this Agreement), and in the case of such forms, reports, documents, statements, schedules, prospectuses, registration statements and definitive proxy statements filed by the Company after the date of this Agreement, will not as of the time they are filed, contain any untrue statement of a material fact or omit to state a material fact required to be stated therein in such Company SEC Document or such form, report, document, statement, schedule, prospectuses, registration statement or definitive proxy statement necessary in order to make the statements made therein, in the light of the circumstances under which they were and will be made, not misleading except for such statements, if anymisleading. To the knowledge of the Company, as have been corrected by subsequent filings with the SEC prior to of the date hereofof this Agreement, none of the Company SEC Documents is the subject of ongoing SEC review or outstanding SEC comment. (b) Each The chief executive officer and chief financial officer of the consolidated balance sheets included in or incorporated Company have made all certifications required by reference into Sections 302 and 906 of the Parent Reports (including the related notes and schedules) fairly presents in all material respects (subject, in the case of unaudited statements, to recurring audit adjustments normal in nature and amount) the consolidated financial position of Parent and its Subsidiaries as of its dateXxxxxxxx-Xxxxx Act, and each of the consolidated statements of operations, cash flows contained in such certificates are complete and changes in shareholders’ equity included in or incorporated by reference into the Parent Reports (including any related notes and schedules) fairly presents in all material respects (subject, in the case of unaudited statements, to recurring audit adjustments normal in nature and amount) the results of operations, cash flows or changes in shareholders’ equity, as the case may be, of Parent and its Subsidiaries for the periods set forth therein; each of such statements (including the related notes, where applicable) compliescorrect, and the financial statements to be filed by Parent Company is otherwise in material compliance with the SEC after the date of this Agreement will comply, with all applicable accounting requirements and with the published rules and regulations provisions of the SEC with respect thereto; and each of such statements (including the related notes, where applicable) has been, and the financial statements to be filed by Parent with the SEC after the date of this Agreement will be, prepared in accordance with GAAP consistently applied during the periods involved, except as indicated in the notes thereto or, in the case of unaudited statements, as permitted by Rule 10Xxxxxxxx-01 of Regulation S-X of the SEC. KPMG LLP is an independent registered public accounting firm with respect to Parent and has not resigned or been dismissed as independent registered public accountants of ParentXxxxx Act. (c) Since January 1The Company has disclosed, 2007based on its most recent evaluation, (A) to the exercise price Company’s auditors and the audit committee of each Parent Option has been no less than the Fair Market Value (as defined or determined under the terms of the respective Parent Benefit Plan under which such Parent Option was granted) of a Parent ADS as determined on the date of grant of such Parent Option, and (B) all grants of Parent Options were validly issued and properly approved by the Board of Directors of Parent the Company (or a duly authorized committee or subcommittee thereofi) in any significant deficiencies and material compliance with Applicable Law and recorded in Parent’s financial statements referred to in Section 4.7(b) in accordance with GAAP, and no such grants involved any “back dating” or similar practices with respect to the effective date of grant or exercise price, except as, individually or weaknesses in the aggregatedesign or operation of internal control over financial reporting, has not had and would not be which are reasonably likely to adversely affect in any material respect the Company’s ability to record, process, summarize and report its consolidated financial information; and (ii) any fraud known to management, whether or not material that involved management or other employees who have a significant role in the Company’s internal controls over financial reporting. As of the date hereof, the Company has not received any complaint or result allegation in writing since January 1, 2005, regarding accounting, internal accounting controls, or auditing matters, including any such complaint regarding improper accounting or auditing matters. The Company and its consolidated Subsidiaries have established and maintain disclosure controls and procedures as defined in Rule 13a-15(e) under the Exchange Act; such disclosures controls and procedures are reasonably designed to ensure that material information relating to the Company and its consolidated Subsidiaries is made known on a Parent Material Adverse Effecttimely basis to the individuals responsible for the preparation of the Company SEC Documents; and, as of the date hereof, to the knowledge of the Company, the Company has not identi- fied any material weaknesses in the design or operation of internal control over financial reporting. As of the date of this Agreement, to the knowledge of the Company, there is no reason to believe that its chief executive officer and chief financial officer will not be able to give the certifications and attestations required pursuant to the rules and regulations adopted pursuant to Section 302 of the Xxxxxxxx-Xxxxx Act when next due.

SEC Documents. (a) Parent has timely filed all forms, reports, schedules, statements and other documents, including any exhibits thereto, required to be filed or furnished by Parent with the SEC all documents (including exhibits and any amendments thereto) required to be so filed by it since January 1, 2010 pursuant to Sections 13(a), 14(a) and 15(d) of Parent’s registration under the Exchange Act, and has made available Act or the Securities Act to the Company each registration statementdate of this Agreement, reporttogether with any amendments, proxy statement restatements or information statement (other than preliminary materials) it has so filed, each in the form (including exhibits and any amendments thereto) filed with the SEC supplements thereto (collectively, the “Parent ReportsSEC Documents”)) and such Parent SEC Documents are true and correct in all material respects. As of its respective filing date, each Parent Report SEC Document complied, and the forms, reports, schedules, statements and other documents required to be filed subsequent to the date of this Agreement through the Closing Date (icollectively, the “Additional Parent SEC Documents”) complied will comply, as to form in all material respects in accordance with the applicable requirements of each of the Securities Act, the Exchange Act, Act and the Xxxxxxxx-Xxxxx Act of 2002. Assuming all applicable information relating to the Company and other Applicable Lawthe Company Subsidiaries, the Key Equityholders or their Affiliates is provided to Parent in a timely manner, all Additional Parent SEC Documents will be timely filed. All Parent SEC Documents, Additional Parent SEC Documents, any material correspondence from or to the SEC or Nasdaq relating to the registration or listing of the Parent Common Stock and all certifications and statements required by (x) Rule 13a-14 or 15d-14 under the Exchange Act, or (y) 18 U.S.C. §1350 (Section 906) of the Xxxxxxxx-Xxxxx Act of 2002 with respect to any of the foregoing (collectively, the “Certifications”) have been delivered to the Company in the form filed with the SEC or are available on XXXXX. The Parent SEC Documents at the time filed did not contain, and the Additional Parent SEC Documents will not contain, as the case may be, and, in each case, the applicable rules and regulations of the SEC thereunder and (ii) did not contain date of such filing, any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary in order to make the statements made therein, therein not misleading in the light of the circumstances under which they were made. Parent has not filed any confidential material change report with any Governmental Authorities that remains confidential. The Certifications are each true and correct. Parent maintains disclosure controls and procedures required by Rule 13a-15(e) or 15d-15(e) under the Exchange Act. To the Knowledge of Parent, not misleading except for such statements, if any, as have been corrected by subsequent filings each director and executive officer of Parent has filed with the SEC prior to the date hereof. (b) Each of the consolidated balance sheets included in or incorporated by reference into the Parent Reports (including the related notes and schedules) fairly presents in on a timely basis all material respects (subject, in the case of unaudited statements, to recurring audit adjustments normal in nature and amount) the consolidated financial position of Parent and its Subsidiaries as of its date, and each of the consolidated statements of operations, cash flows and changes in shareholders’ equity included in or incorporated by reference into the Parent Reports (including any related notes and schedules) fairly presents in all material respects (subject, in the case of unaudited statements, to recurring audit adjustments normal in nature and amount) the results of operations, cash flows or changes in shareholders’ equity, as the case may be, of Parent and its Subsidiaries for the periods set forth therein; each of such statements (including the related notes, where applicable) complies, and the financial statements to be filed by Parent with the SEC after the date of this Agreement will comply, with applicable accounting requirements and with the published rules and regulations of the SEC with respect thereto; and each of such statements (including the related notes, where applicable) has been, and the financial statements to be filed by Parent with the SEC after the date of this Agreement will be, prepared in accordance with GAAP consistently applied during the periods involved, except as indicated in the notes thereto or, in the case of unaudited statements, as permitted by Rule 10-01 of Regulation S-X of the SEC. KPMG LLP is an independent registered public accounting firm required with respect to Parent and has not resigned or been dismissed as independent registered public accountants of Parent. (cby Section 16(a) Since January 1, 2007, (A) the exercise price of each Parent Option has been no less than the Fair Market Value (as defined or determined under the terms of the respective Parent Benefit Plan under Exchange Act and the rules and regulations thereunder. As used in this Section 3.9, the term “file” shall be broadly construed to include any manner in which such Parent Option was granted) of a Parent ADS as determined on document or information is furnished, supplied or otherwise made available to the date of grant of such Parent Option, and (B) all grants of Parent Options were validly issued and properly approved by the Board of Directors of Parent (SEC. No representation or a duly authorized committee or subcommittee thereof) in material compliance with Applicable Law and recorded in Parent’s financial statements referred to in Section 4.7(b) in accordance with GAAP, and no such grants involved any “back dating” or similar practices warranty is being given hereunder with respect to any information relating to the effective date of grant Company, the Company Subsidiaries, the Key Equityholders or exercise price, except as, individually or their Affiliates contained in the aggregate, has not had and would not be reasonably likely to have or result in a Additional Parent Material Adverse EffectSEC Documents.

SEC Documents. (a) Parent has timely filed with the SEC all documents (including exhibits and any amendments thereto) required to be so filed by it since January 1, 2010 pursuant to Sections 13(a), 14(a) and 15(d) of the Exchange Act, and has made available to the Company (by public filing with the SEC or otherwise) a true and complete copy of each report, schedule, registration statement, reportother statement (including proxy statements) and information filed by Parent with the SEC since January 1, proxy statement 2005 and prior to or information statement on the Closing Date (the “Parent SEC Documents”), which are all the documents (other than preliminary materialsmaterial) it has so filedthat Parent was or will be if filed after the date hereof, each in the form (including exhibits and any amendments thereto) filed required to file with the SEC (collectivelysince January 1, 2005 through the Closing Date pursuant to the federal securities laws and the SEC rules and regulations thereunder. Except as set forth in Section 5.05 of the Parent Disclosure Schedule, as of their respective dates, the “Parent Reports”). As of its respective dateSEC Documents complied, each Parent Report (i) complied or will comply if filed after the date hereof, in all material respects in accordance with the applicable requirements of each of the Exchange Securities Act, the Xxxxxxxx-Xxxxx Exchange Act and other Applicable Law, as SOX and the case may be, and, in each case, the applicable rules and regulations of the SEC thereunder applicable to such Parent SEC Documents, in each case as in effect at such time, and (ii) did not none of the Parent SEC Documents contained, or will contain if filed after the date hereof, any 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 made therein, in the light of the circumstances under which they were made, not misleading misleading, except for to the extent such statements, if any, as statements have been corrected modified or superseded by subsequent filings with the later Parent SEC Documents filed and publicly available prior to the date hereof. (b) Each of this Agreement. Except as set forth in Section 5.05 of the Parent Disclosure Schedule, the consolidated balance sheets financial statements of Parent (including the notes thereto) included in or incorporated by reference into in the Parent Reports (including SEC Documents complied, or will comply if filed after the related notes and schedules) fairly presents date hereof, as to form in all material respects (subject, in the case of unaudited statements, to recurring audit adjustments normal in nature and amount) the consolidated financial position of Parent and its Subsidiaries as of its date, and each of the consolidated statements of operations, cash flows and changes in shareholders’ equity included in or incorporated by reference into the Parent Reports (including any related notes and schedules) fairly presents in all material respects (subject, in the case of unaudited statements, to recurring audit adjustments normal in nature and amount) the results of operations, cash flows or changes in shareholders’ equity, as the case may be, of Parent and its Subsidiaries for the periods set forth therein; each of such statements (including the related notes, where applicable) complies, and the financial statements to be filed by Parent with the SEC after the date of this Agreement will comply, with applicable accounting requirements and with the published rules and regulations of the SEC with respect thereto; and each of such statements (including the related notes, where applicable) has been, and the financial statements to were or will be if filed by Parent with the SEC after the date of this Agreement will be, hereof prepared in accordance with GAAP consistently applied on a consistent basis during the periods involved, involved (except as may be indicated in the notes thereto thereto, or, in the case of the unaudited statements, as permitted by Rule 10-01 of Regulation S-X of the SEC. KPMG LLP is an independent registered public accounting firm ) and fairly, or will fairly if filed after the date hereof, present, in accordance with respect applicable requirements of GAAP and the applicable rules and regulations of the SEC (subject, in the case of the unaudited statements, to normal, recurring adjustments, none of which are material in amount or effect), in each case as in effect at such time, the assets, liabilities and the consolidated financial position of Parent and its Subsidiaries, taken as a whole, as of their respective dates and the consolidated results of operations, stockholders’ equity and cash flows of Parent and its Subsidiaries taken as a whole, for the periods presented therein. No Subsidiary of Parent (including the Parent Operating Partnership) is subject to the periodic reporting requirements of the Exchange Act. (b) The management of Parent has not resigned or been dismissed (i) implemented and maintains disclosure controls and procedures (as independent registered public accountants defined in Rules 13a-15(e) of the Exchange Act) to ensure that material information relating to Parent, including the consolidated Subsidiaries of Parent, are known to the management of Parent, and (ii) has disclosed, based on its most recent evaluation, to Parent’s outside auditors and the audit committee of Parent Board (A) all significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting (as defined in Rule 13a-15(f) of the Exchange Act) which are reasonably likely to adversely affect Parent’s ability to record, process, summarize and report financial data and (B) any fraud or allegation of fraud, whether or not material, that involves management or other employees who have a significant role in Parent’s or any of its Subsidiaries’ internal controls over financial reporting. (c) Since January 1, 2007, (A) Parent has not identified any material weaknesses in the exercise price design or operation of each Parent Option has been no less than the Fair Market Value (as defined or determined under the terms of the respective Parent Benefit Plan under which such Parent Option was granted) of a Parent ADS as determined on the date of grant of such Parent Option, and (B) all grants of Parent Options were validly issued and properly approved by the Board of Directors of Parent (or a duly authorized committee or subcommittee thereof) in material compliance with Applicable Law and recorded in Parent’s internal control over financial statements referred reporting. To the Knowledge of Parent, there is no reason to in Section 4.7(b) in accordance with GAAP, believe that its auditors and no such grants involved any “back dating” or similar practices with respect its chief executive officer and chief financial officer will not be able to give the certifications and attestations required pursuant to the effective date rules and regulations adopted pursuant to Section 404 of grant or exercise price, except as, individually or in the aggregate, has not had and would not be reasonably likely to have or result in a Parent Material Adverse EffectSOX when next due.

SEC Documents. The reports, schedules, registration statements and definitive proxy statements (aincluding all exhibits) Parent has timely filed by Levcor with the SEC all documents (including exhibits and any amendments thereto) required to be so filed by it since January 1, 2010 pursuant to Sections 13(a1999 including all amendments thereto (the "Levcor SEC Documents"), 14(a) and 15(d) of are all the Exchange Act, and has made available to the Company each registration statement, report, proxy statement or information statement documents (other than preliminary materialsmaterial) it has so filed, each in the form (including exhibits and any amendments thereto) filed that Levcor was required to file with the SEC (collectively, the “Parent Reports”)since such date. As of its their respective datedates, each Parent Report (i) the Levcor SEC Documents complied in all material respects in accordance with the applicable requirements of each of the Securities Act or the Exchange Act, the Xxxxxxxx-Xxxxx Act and other Applicable Law, as the case may be, and, in each case, and the applicable rules and regulations of the SEC thereunder applicable to such Levcor SEC Documents, and (ii) did not contain none of the Levcor SEC Documents contained any untrue statement of a material fact or omit omitted to state a material fact required to be stated therein or necessary to make the statements made therein, in the light of the circumstances under which they were made, not misleading except for such statements, if any, as have been corrected by subsequent filings with the SEC prior to the date hereof. (b) Each misleading. The financial statements of the consolidated balance sheets Levcor included in or incorporated by reference into the Parent Reports Levcor SEC Documents (including such financial statements as of and for the related notes year ended December 31, 2001 being referred to hereinafter as the "Levcor Year-End Financial Statements" and schedules) fairly presents the balance sheet included in such financial statements as of December, 31, 2001 being referred to hereinafter as the "Levcor Balance Sheet"), and the unaudited financial statements of Levcor for the fiscal quarter ended March 31, 2002 complied in all material respects (subject, in the case of unaudited statements, to recurring audit adjustments normal in nature and amount) the consolidated financial position of Parent and its Subsidiaries as of its date, and each of the consolidated statements of operations, cash flows and changes in shareholders’ equity included in or incorporated by reference into the Parent Reports (including any related notes and schedules) fairly presents in all material respects (subject, in the case of unaudited statements, to recurring audit adjustments normal in nature and amount) the results of operations, cash flows or changes in shareholders’ equity, as the case may be, of Parent and its Subsidiaries for the periods set forth therein; each of such statements (including the related notes, where applicable) complies, and the financial statements to be filed by Parent with the SEC after the date of this Agreement will comply, with applicable accounting requirements and with the published rules and regulations of the SEC with respect thereto; and each of such statements (including the related notes, where applicable) has been, and the financial statements to be filed by Parent with the SEC after the date of this Agreement will be, have been prepared in accordance with GAAP consistently applied on a consistent basis during the periods involved, involved (except as may be indicated in the notes thereto or, in the case of the unaudited financial statements, as permitted by Rule Form 10-01 of Regulation S-X QSB of the SEC. KPMG LLP is an independent registered public accounting firm with respect to Parent ) and has not resigned or been dismissed fairly present the financial position of Levcor as independent registered public accountants at the dates thereof and the results of Parent. (c) Since January 1its operations, 2007, (A) stockholders' equity and cash flows for the exercise price of each Parent Option has been no less than the Fair Market Value (as defined or determined under the terms of the respective Parent Benefit Plan under which such Parent Option was granted) of a Parent ADS as determined on the date of grant of such Parent Option, and (B) all grants of Parent Options were validly issued and properly approved by the Board of Directors of Parent (or a duly authorized committee or subcommittee thereof) in material compliance with Applicable Law and recorded in Parent’s financial statements referred to in Section 4.7(b) periods then ended in accordance with GAAP, subject to normal year-end audit adjustments in the case of the March 31, 2002 financial statements. As of December 31, 2001, Levcor did not have any material liabilities or obligations of any nature, whether or not accrued, contingent or otherwise, that would be required by GAAP to be reflected on a balance sheet of Levcor (including the notes thereto) and no such grants involved any “back dating” or similar practices with respect which were not reflected on the Levcor Balance Sheet. Since December 31, 2001, except as and to the effective date of grant or exercise price, except as, individually or extent set forth in the aggregateLevcor SEC Documents and except for liabilities or obligations incurred in the ordinary course of business consistent with past practice and of substantially the same character, type and magnitude as incurred in the past, Levcor has not had and incurred any liabilities of any nature, whether or not accrued, contingent or otherwise, that would not be reasonably likely to have or result in a Parent Material Adverse EffectEffect on Levcor, or would be required by GAAP to be reflected on a balance sheet of Levcor (including the notes thereto). All material agreements, contracts and other documents required to be filed as exhibits to any of the Levcor SEC Documents have been so filed.

SEC Documents. (a1) Parent has timely filed all forms, reports, exhibits and other documents required to be filed with the SEC all documents since it first became a reporting company (including exhibits and any amendments thereto“Initial Reporting Date”) required to be so filed by it since January 1, 2010 pursuant to Sections 13(a), 14(a) and 15(d) of the Exchange Act, and has made available to Company, except to the Company each extent available in full without redaction on the SEC website through XXXXX two days prior to the date of this Agreement, (i) its Quarterly Reports on Form 10-QSB for the periods ended June 30, 2004, September 30, 2004, December 31, 2004 and its Annual Report on Form 10-KSB for the period ended Xxxxx 00, 0000, (xx) all proxy statements relating to Parent’s meetings of stockholders (whether annual or special) held since the Initial Reporting Date, (iii) all other reports or registration statement, report, proxy statement or information statement statements (other than preliminary materials) it has so filedreports on Forms 3, each in the form (including exhibits and any amendments thereto4 or 5 filed on behalf of affiliates of Parent) filed by Parent with the SEC since the Initial Reporting Date, and (iv) all amendments and supplements to all such reports and registration statements filed by Parent with the SEC (collectively, the “Parent ReportsSEC Documents”). As of its respective date, each The Parent Report SEC Documents (i) complied in all material respects were prepared in accordance with the applicable requirements of each of the Securities Act, or the Securities Exchange Act, and the Xxxxxxxx-Xxxxx Act and other Applicable LawSEC rules thereunder, as the case may be, and, in each case, the applicable rules and regulations of the SEC thereunder and (ii) did not at the time they were filed (or if amended or superseded by a filing prior to the date of this Agreement, then on the date of such filing) contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary in order to make the statements made therein, in the light of the circumstances under which they were made, not misleading except for such statementsmisleading. No Subsidiary of Parent is required to file any forms, if any, as have been corrected by subsequent filings reports or other documents with the SEC prior to the date hereofSEC. (b2) Each of As needed, Parent has established and maintains disclosure controls and procedures (as such term is defined in Rule 13a-15 and Rule 15d-15 under the Securities Exchange Act); such disclosure controls and procedures are designed to ensure that material information relating to Parent, including any consolidated balance sheets included in or incorporated Subsidiaries, required to be disclosed by reference into the Parent Reports (including the related notes and schedules) fairly presents in all material respects (subject, in the case of unaudited statements, reports that it files or submits under the Securities Exchange Act is accumulated and communicated to recurring audit adjustments normal in nature and amount) the consolidated financial position of Parent Parent’s principal executive officer and its Subsidiaries principal financial officer to allow timely decisions regarding required disclosure; and, except as of its date, and each of the consolidated statements of operations, cash flows and changes may be disclosed in shareholders’ equity included in or incorporated by reference into the Parent Reports (including any related notes and schedules) fairly presents in all material respects (subject, in the case of unaudited statements, to recurring audit adjustments normal in nature and amount) the results of operations, cash flows or changes in shareholders’ equity, as the case may be, of Parent and its Subsidiaries for the periods set forth therein; each of such statements (including the related notes, where applicable) complies, and the financial statements to be reports filed by Parent with the SEC after the date of this Agreement will comply, in accordance with applicable accounting SEC requirements and with the published rules and regulations of the SEC with respect thereto; to disclosure controls and each of such statements (including the related notes, where applicable) has been, and the financial statements to be filed procedures maintained by Parent with the SEC after the date hereof (it being understood that any such disclosure in such reports shall not have the effect of modifying the representation set forth in this Agreement will besentence, prepared in accordance with GAAP consistently applied during to the periods involvedextent this representation relates to the period prior to the date hereof), except as indicated such disclosure controls and procedures are effective to ensure that information required to be disclosed by Parent in the notes thereto or, in the case of unaudited statements, as permitted by Rule 10-01 of Regulation S-X of the SEC. KPMG LLP is an independent registered public accounting firm with respect to Parent and has not resigned reports that it files or been dismissed as independent registered public accountants of Parent. (c) Since January 1, 2007, (A) the exercise price of each Parent Option has been no less than the Fair Market Value (as defined or determined submits under the terms Securities Exchange Act is recorded, processed, summarized and reported within the time periods specified in SEC rules and forms. Parent’s principal executive officer and its principal financial officer have disclosed, based on their most recent evaluation, to Parent’s auditors and the audit committee of the respective Parent Benefit Plan under which such Parent Option was granted) of a Parent ADS as determined on the date of grant of such Parent Option, and (B) all grants of Parent Options were validly issued and properly approved by the Board of Directors of Parent (x) all significant deficiencies and material weaknesses in the design or operation of internal controls which are reasonably likely to adversely affect Parent’s ability to record, process, summarize and report financial data and have identified for Parent’s auditors any material weaknesses in internal controls and (y) any fraud, whether or not material, that involves management or other employees who have a duly authorized committee or subcommittee thereof) in material compliance with Applicable Law and recorded significant role in Parent’s internal controls. Parent has provided to Company a correct and complete summary of any such disclosure made by management of Parent to Parent’s auditors and audit committee since the Initial Reporting Date. With respect to each Annual Report on Form 10-KSB, each Quarterly Report on Form 10-QSB and each amendment of any such report included in Parent SEC Documents filed since the Initial Reporting Date, the principal executive officer and the principal financial statements referred to officer of Parent have made (or, in Section 4.7(bthe case of the 2005 Form 10-KSB, will make at the time of filing thereof) in accordance with GAAPall certifications required by the Xxxxxxxx-Xxxxx Act of 2002 and any related rules and regulations promulgated by the SEC, and the statements contained in such certifications are complete and correct. (3) Parent is in compliance in all material respects with the provisions of Section 13(b) of the Securities Exchange Act. Neither Parent nor any of its Subsidiaries nor, to the knowledge of Parent, any director, officer, agent, employee or other person acting on behalf of Parent or any of its Subsidiaries, has (i) used any corporate or other funds for unlawful contributions, payments, gifts or entertainment, or made any unlawful expenditures relating to political activity to government officials or others or established or maintained any unlawful or unrecorded funds in violation of Section 30A of the Exchange Act or (ii) accepted or received any unlawful contributions, payments, gifts or expenditures. Except as set forth in the filed Parent SEC Documents or for events (or series of related matters) as to which the amounts involved do not exceed $60,000, between March 31, 2004 and the date of this Agreement, no such grants involved event has occurred that would be required to be reported pursuant to Item 404 of Regulation S-B promulgated by the SEC. (4) Since March 31, 2005 (x) neither Parent nor any “back dating” of its Subsidiaries nor, to the knowledge of Parent, any director, officer, employee, auditor, accountant or representative of Parent or any of its Subsidiaries has received or otherwise had or obtained knowledge of any material complaint, allegation, assertion or claim, whether written or oral, regarding the accounting or auditing practices, procedures, methodologies or methods of Parent or any of its Subsidiaries or their respective internal accounting controls, including any material complaint, allegation, assertion or claim that Parent or any of its Subsidiaries has engaged in questionable accounting or auditing practices, and (y) no attorney representing Parent or any of its Subsidiaries, whether or not employed by Parent or any of its Subsidiaries, has reported evidence of a material violation of securities laws, breach of fiduciary duty or similar practices with respect violation by Parent or any of its officers, directors, employees or agents to the effective date Board of grant Directors of Parent or exercise price, except as, individually any committee thereof or in the aggregate, has not had and would not be reasonably likely to have any director or result in a Parent Material Adverse Effectofficer of Parent.

SEC Documents. Financial Statements; Internal Controls and Procedures. (a) Parent Company has timely filed with the SEC or furnished all forms, documents (including exhibits and any amendments thereto) reports required to be so filed or furnished by it with the Securities and Exchange Commission (the "SEC") on a timely basis since January 1, 2010 pursuant to Sections 13(a2012 (together with any documents so filed or furnished during such period and the period between the date hereof and the Note Closing Date on a voluntary basis, in each case as may have been, or between the date hereof and the Note Closing Date may be, amended, the "SEC Documents"), 14(a) and 15(d) . Each of the Exchange ActSEC Documents, and has made available including all SEC Documents filed or furnished after the Effective Date but prior to or on the Company each registration statementNote Closing Date, reportcomplied or, proxy statement or information statement (other than preliminary materials) it has so if not yet filed, each in the will comply, as to form (including exhibits and any amendments thereto) filed with the SEC (collectively, the “Parent Reports”). As of its respective date, each Parent Report (i) complied in all material respects in accordance with the applicable requirements of each of the Securities Act, the Exchange Act, Act and the Xxxxxxxx-Xxxxx Act and other Applicable LawAct. As of the date filed or furnished with the SEC, as the case may be, and, in each case, the applicable rules and regulations none of the SEC thereunder and (ii) did Documents, including all SEC Documents filed or furnished after the Effective Date but prior to or on the Note Closing Date, contained or, if not yet filed, will contain any untrue statement of a material fact or omitted, or if not yet filed, will omit to state a any material fact required to be stated therein or necessary to make the statements made therein, in the light of the circumstances under which they were made, not misleading except for such statements, if any, as have been corrected by subsequent filings with the SEC prior to misleading. As of the date hereof, there are no material outstanding or unresolved comments received from the SEC with respect to any of the SEC Documents. A REQUEST FOR CONFIDENTIAL TREATMENT HAS BEEN SUBMITTED WITH RESPECT TO PORTIONS OF THIS DOCUMENT THAT ARE MARKED "[***]". (b) Each of the The consolidated balance sheets included in or incorporated by reference into the Parent Reports financial statements (including the all related notes and schedules) of Company included in the SEC Documents, and including all SEC Documents filed after the Effective Date but prior to or on the Note Closing Date, fairly presents presented, or if not yet filed, will fairly present, in all material respects the consolidated financial position of Company and its consolidated Subsidiaries, as at the respective dates thereof, and the consolidated results of their operations, their consolidated cash flows and changes in stockholders' equity for the respective periods then ended (subject, in the case of the unaudited statements, to recurring audit normal year-end adjustments normal in nature and amountto any other adjustments described therein, including the notes thereto) the consolidated financial position of Parent and its Subsidiaries as of its datewere prepared, and each of the consolidated statements of operationsor if not yet filed, cash flows and changes in shareholders’ equity included in or incorporated by reference into the Parent Reports (including any related notes and schedules) fairly presents will be prepared, in all material respects in conformity with GAAP (subjectexcept, in the case of the unaudited statements, to recurring audit adjustments normal in nature and amount) the results of operations, cash flows or changes in shareholders’ equity, as the case may be, of Parent and its Subsidiaries for the periods set forth therein; each of such statements (including the related notes, where applicable) complies, and the financial statements to be filed by Parent with the SEC after the date of this Agreement will comply, with applicable accounting requirements and with the published rules and regulations of the SEC with respect thereto; and each of such statements (including the related notes, where applicable) has been, and the financial statements to be filed by Parent with the SEC after the date of this Agreement will be, prepared in accordance with GAAP consistently applied during the periods involved, except as indicated in the notes thereto or, in the case of unaudited statements, as permitted by Rule 10-01 of Regulation S-X of the SEC) applied on a consistent basis during the periods referred to therein (except as may be indicated therein or in the notes thereto). KPMG LLP is an independent registered public accounting firm with respect to Parent and has not resigned or been dismissed as independent registered public accountants of Parent. (c) Since January 1, 20072012, (A) the exercise price of each Parent Option subject to any applicable grace periods, Company has been no less than and is in compliance with the Fair Market Value (as defined or determined under the terms applicable provisions of the respective Parent Benefit Plan under which such Parent Option was granted) Xxxxxxxx-Xxxxx Act and the applicable rules and regulations of a Parent ADS as determined on the date of grant of such Parent Option, and (B) all grants of Parent Options were validly issued and properly approved by the Board of Directors of Parent (or a duly authorized committee or subcommittee thereof) in material compliance with Applicable Law and recorded in Parent’s financial statements referred to in Section 4.7(b) in accordance with GAAP, and no such grants involved any “back dating” or similar practices with respect to the effective date of grant or exercise priceNASDAQ, except asfor any such noncompliance that would not, individually or in the aggregate, has not had and would not be reasonably likely to have or result in constitute a Parent Material Adverse Effect. (c) Company has designed and maintained disclosure controls and procedures and internal control over financial reporting (as such terms are defined in paragraphs (e) and (f), respectively, of Rule 13a-15 under the Exchange Act) as required by Rule 13a-15 under the Exchange Act and as necessary to permit preparation of financial statements in conformity with GAAP. Company's disclosure controls and procedures are reasonably designed to ensure that all material information required to be disclosed by Company in the reports that it files or furnishes under the Exchange Act is recorded, processed, summarized and reported within the time periods specified in the rules and forms of the SEC, and that all such material information is accumulated and communicated to Company's principal executive officer and its principal financial officer by others in Company or its Subsidiaries to allow timely decisions regarding required disclosure and to make the certifications required pursuant to Sections 302 and 906 of the Xxxxxxxx-Xxxxx Act. Except as would not, individually or in the aggregate, constitute a Material Adverse Effect, Company has disclosed, based on its most recent evaluation prior to the date hereof, to Company's auditors and the audit committee of the Company Board (i) any material weaknesses in its internal control over financial reporting and (ii) any allegation of fraud that involves management of Company or any other employees of Company and its Subsidiaries who have a significant role in Company's internal control over financial reporting or disclosure controls and procedures. Since January 1, 2012, neither Company nor any of its Subsidiaries has received any written complaint, allegation, assertion or claim regarding the accounting or auditing practices, procedures, methodologies or methods of Company or its Subsidiaries or their respective internal accounting controls.

SEC Documents. (a) Parent The Company has timely filed with the SEC all reports, schedules, statements and other documents (including exhibits and any amendments thereto) required to be so filed by it since January 1, 2010 pursuant to Sections 13(a), 14(a) and 15(d) of the Exchange Act, and has made available to the Company each registration statement, report, proxy statement or information statement (other than preliminary materials) it has so filed, each in the form (including exhibits and any amendments thereto) filed with the SEC since December 31, 2006 (collectively, the “Parent Company SEC Reports”). As of its their respective datedates, each Parent Report with respect to Company SEC Reports filed pursuant to the Exchange Act, and as of their respective effective dates, as to Company SEC Reports filed pursuant to the Securities Act, the Company SEC Reports (i) complied in all material respects in accordance with the applicable requirements of each of the Securities Act and the Exchange Act, the Xxxxxxxx-Xxxxx Act and other Applicable Law, as the case may be, and, in each case, the applicable rules and regulations of the SEC thereunder and (ii) did not, or, with respect to those not yet filed, will 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 made therein, in the light of the circumstances under which they were made, not misleading except for such statements, if any, as have been corrected by subsequent filings misleading. No Subsidiary of the Company is required to make any filing with the SEC prior to the date hereofSEC. (b) Each of the consolidated balance sheets included in or incorporated by reference into the Parent Company SEC Reports (including the related notes and schedules) fairly presents presents, in all material respects (subjectrespects, in the case of unaudited statements, to recurring audit adjustments normal in nature and amount) the consolidated financial position of Parent the Company and its consolidated Subsidiaries as of its date, and each of the consolidated statements of operationsincome, stockholders’ equity and cash flows and changes in shareholders’ equity of the Company included in or incorporated by reference into the Parent Company SEC Reports (including any related notes and schedules) fairly presents presents, in all material respects respects, the results of operations, stockholders’ equity and cash flows, as the case may be, of the Company and its Subsidiaries for the periods set forth therein (subject, in the case of unaudited statements, to recurring normal year-end audit adjustments normal adjustments), in nature and amount) the results of operations, cash flows or changes in shareholders’ equity, as the each case may be, of Parent and its Subsidiaries for the periods set forth therein; each of such statements (including the related notes, where applicable) complies, and the financial statements to be filed by Parent with the SEC after the date of this Agreement will comply, with applicable accounting requirements and with the published rules and regulations of the SEC with respect thereto; and each of such statements (including the related notes, where applicable) has been, and the financial statements to be filed by Parent with the SEC after the date of this Agreement will be, prepared in accordance with GAAP consistently applied during the periods involved, except as indicated in the notes thereto ormay be noted therein and, in the case of unaudited quarterly financial statements, as permitted by Rule Form 10-01 of Regulation S-X of Q under the SEC. KPMG LLP is an independent registered public accounting firm with respect to Parent and has not resigned or been dismissed as independent registered public accountants of ParentExchange Act. (c) Since January 1Except as set forth in the Company SEC Reports, 2007neither the Company nor any of its Subsidiaries has any liabilities or obligations of any nature (whether accrued, (Aabsolute, contingent or otherwise) the exercise price of each Parent Option has been no less than the Fair Market Value (as defined that would be required to be reflected on, or determined under the terms reserved against in, a balance sheet of the respective Parent Benefit Plan under which such Parent Option was granted) of a Parent ADS as determined on Company or in the date of grant of such Parent Option, and (B) all grants of Parent Options were validly issued and properly approved by the Board of Directors of Parent (or a duly authorized committee or subcommittee thereof) in material compliance with Applicable Law and recorded in Parent’s financial statements referred to in Section 4.7(b) notes thereto prepared in accordance with GAAPGAAP consistently applied, except for (i) liabilities or obligations that were so reserved on, or reflected in (including the notes to), the consolidated balance sheet of the Company as of October 31, 2009, (ii) liabilities or obligations arising in the ordinary course of business on or after October 31, 2009 and no such grants involved any “back dating” or similar practices with respect prior to the effective date of grant hereof, (iii) liabilities incurred on or exercise price, except asafter the date hereof that are permitted by Section 5.1 and (iv) other liabilities or obligations which would not, individually or in the aggregate, has not had and would not reasonably be reasonably likely expected to have or result in a Parent Company Material Adverse Effect. (d) The financial records, systems, controls, data and information of the Company and its Subsidiaries are recorded, stored, maintained and operated under means that are under the exclusive ownership and direct control of the Company or its Subsidiaries or accountants, except for any non-exclusive ownership and non-direct control that would not reasonably be expected to adversely effect the system of internal accounting controls described in the following sentence. The Company and its Subsidiaries have devised and maintain a system of internal accounting controls sufficient to provide reasonable assurances regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with GAAP (“Internal Controls”). Each of the Company and its Subsidiaries (x) has designed disclosure controls and procedures (within the meaning of Rules 13a-15(e) and 15d-15(e) of the Exchange Act) to ensure that material information relating to such entity and its Subsidiaries is made known to the management of such entity by others within those entities as appropriate to allow timely decisions regarding required disclosure and to make the certifications required by the Exchange Act with respect to the Company SEC Documents, and (y) has disclosed, based on its most recent evaluation prior to the date of this Agreement, to its auditors and the Audit Committee (A) any significant deficiencies in the design or operation of Internal Controls which could adversely affect its ability to record, process, summarize and report financial data and have disclosed to its auditors any material weaknesses in internal controls and (B) any fraud, whether or not material, that involves management or other employees who have a significant role in its Internal Controls. Section 3.9 Absence of Certain Changes. From October 31, 2009, the Company and its Subsidiaries have conducted their respective businesses in the ordinary and usual course consistent with past practices, and there has not been any change in the Company’s business, operations, condition (financial or otherwise), results of operations, Assets or liabilities, except for changes which, individually or in the aggregate, would not reasonably be expected to have a Company Material Adverse Effect.

SEC Documents. (a) Parent has timely filed or furnished all reports, schedules, forms, proxy statements, prospectuses, registration statements and other documents required to be filed or furnished by it with the SEC all documents (including exhibits and any amendments thereto) required to be so filed by it since January 1, 2010 pursuant to Sections 13(a), 14(a) and 15(d) of the Exchange Act2019, and Parent has made available to the Company each registration statement, report, proxy statement or information statement (other than preliminary materials) it has so filed, each in the form (including exhibits through the SEC’s XXXXX database) true, correct and any amendments thereto) filed with the SEC complete copies of all such documents (collectively, the “Parent ReportsParent’s SEC Documents”). As of its their respective datedates (or, if amended or supplemented, as of the date of the most recent amendment or supplement), each Parent Report (i) of Parent’s SEC Documents complied in all material respects in accordance with the applicable requirements of each the Securities Exchange Act of 1934, as amended (the “Exchange Act”), the Securities Act and the Xxxxxxxx-Xxxxx Act of 2002, and other Applicable Law, as the case may be, and, in each case, the applicable any rules and regulations promulgated thereunder, and none of the Parent’s SEC thereunder and (ii) did not contain Documents, as of their respective dates, contained any untrue statement of a material fact or omit omitted to state a material fact required to be stated therein or necessary in order to make the statements made therein, in the light of the circumstances under which they were made, not misleading except for such statements, if any, as have been corrected by subsequent filings with the SEC prior to the date hereofmisleading. (b) Each of the consolidated balance sheets financial statements (including, in each case, any notes thereto) contained in Parent’s SEC Documents (the “Parent Financial Statements”) was prepared in accordance with GAAP throughout the periods indicated (except as may be indicated in the notes thereto and except that financial statements included in or incorporated by reference into the Parent Reports (including the related with interim reports do not contain all notes to such financial statements) and schedules) each fairly presents presented in all material respects the consolidated financial position, results of operations and changes in stockholders’ equity and cash flows of Parent and its consolidated subsidiaries as at the respective dates thereof and for the respective periods indicated therein (subject, in the case of unaudited statements, to recurring audit normal year-end adjustments normal in nature and amount) the consolidated financial position of Parent and its Subsidiaries as of its date, and each of the consolidated statements of operations, cash flows and changes in shareholders’ equity included in or incorporated by reference into the Parent Reports (including any related notes and schedules) fairly presents in all material respects (subject, in the case of unaudited statements, to recurring audit adjustments normal in nature and amount) the results of operations, cash flows or changes in shareholders’ equity, as the case may be, of Parent and its Subsidiaries for the periods set forth therein; each of such statements (including the related notes, where applicable) complies, and the financial statements to be filed by Parent with the SEC after the date of this Agreement will comply, with applicable accounting requirements and with the published rules and regulations of the SEC with respect thereto; and each of such statements (including the related notes, where applicable) has been, and the financial statements to be filed by Parent with the SEC after the date of this Agreement will be, prepared in accordance with GAAP consistently applied during the periods involved, except as indicated in the notes thereto or, in the case of unaudited statements, as permitted by Rule 10-01 of Regulation S-X of the SEC. KPMG LLP is an independent registered public accounting firm with respect to Parent and has which are not resigned or been dismissed as independent registered public accountants of Parent. (c) Since January 1, 2007, (A) the exercise price of each Parent Option has been no less than the Fair Market Value (as defined or determined under the terms of the respective Parent Benefit Plan under which such Parent Option was granted) of a Parent ADS as determined on the date of grant of such Parent Option, and (B) all grants of Parent Options were validly issued and properly approved by the Board of Directors of Parent (or a duly authorized committee or subcommittee thereof) in material compliance with Applicable Law and recorded in Parent’s financial statements referred to in Section 4.7(b) in accordance with GAAP, and no such grants involved any “back dating” or similar practices with respect to the effective date of grant or exercise price, except asexpected, individually or in the aggregate, to be material). (c) Each of Parent and its Subsidiaries maintains systems of internal accounting and financial reporting controls that are sufficient to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with GAAP, including policies and procedures sufficient to provide reasonable assurance: (i) that each of Parent and its Subsidiaries maintains records that in reasonable detail accurately and fairly reflect, in all material respects, such member’s transactions and dispositions of assets; (ii) that transactions are recorded as necessary to permit the preparation of financial statements in conformity with GAAP; (iii) that receipts and expenditures are being made only in accordance with authorizations of management and such party’s board of directors or equivalent governing body; and (iv) regarding prevention or timely detection of unauthorized acquisition, use or disposition of such member’s assets that could have a material effect on the Parent Financial Statements. Parent has no Knowledge of any fraud or whistle-blower allegations, whether or not had and would not be reasonably likely to material, that involve management or other employees or consultants who have or result had a significant role in a the internal control over financial reporting of Parent Material Adverse Effector any of its Subsidiaries.

SEC Documents. The Seller is obligated under the Securities Exchange Act of 1934, as amended (athe “Exchange Act”) Parent has timely to file reports pursuant to Sections 13 or 15(d) thereof (all such reports filed with the SEC all documents (including exhibits and any amendments thereto) or required to be so filed by it since January 1the Seller, 2010 pursuant including all exhibits thereto or incorporated therein by reference, and all 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 Sections 13(a), 14(a) and 15(d) of be filed under the Exchange Act. All SEC Documents filed by the Seller as of or for any period beginning on or after June 30, and has made available to the Company each registration statement2010, report, proxy statement or information statement (other than preliminary materials) it has so filed, each in the form (including exhibits and any amendments thereto) filed with the SEC (collectively, the “Parent Reports”). As of its respective date, each Parent Report (i) complied were prepared in all material respects in accordance with the applicable requirements of each of the Exchange Act, the Xxxxxxxx-Xxxxx Act and other Applicable Law, as the case may be, and, in each case, the applicable rules and regulations of the SEC thereunder and (ii) did not at the time they were filed (or, if amended or superseded by a filing prior to the date hereof, then on the date of such filing) contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary in order to make the statements made therein, in the light of the circumstances under which they were made, not misleading except for such statementsmisleading. The Seller has previously delivered to the Purchaser a correct and complete copy of each report (including, if anywithout limitation, as have been corrected by subsequent filings the most recent Proxy Statement) which the Seller filed with the SEC prior Securities and Exchange Commission (the “SEC” or the “Commission”) under the Exchange Act for any period ending on or after June 30, 2010 (the “Recent Reports”) to the date hereof. (b) Each extent not available via EXXXX. None of the consolidated balance sheets included in information about the Seller or incorporated by reference into any of its Subsidiaries which has been disclosed to the Parent Reports (including the related notes and schedules) fairly presents in all material respects (subject, Purchasers herein or in the case course of unaudited statements, to recurring audit adjustments normal in nature discussions and amount) the consolidated financial position of Parent and its Subsidiaries as of its date, and each of the consolidated statements of operations, cash flows and changes in shareholders’ equity included in or incorporated by reference into the Parent Reports (including any related notes and schedules) fairly presents in all material respects (subject, negotiations with respect hereto which is not disclosed in the case of unaudited statements, to recurring audit adjustments normal in nature and amount) the results of operations, cash flows Recent Reports is or changes in shareholders’ equity, as the case may be, of Parent and its Subsidiaries for the periods set forth therein; each of such statements (including the related notes, where applicable) complies, and the financial statements was required to be filed by Parent with the SEC after the date of this Agreement will comply, with applicable accounting requirements and with the published rules and regulations of the SEC with respect thereto; and each of such statements (including the related notes, where applicable) has been, and the financial statements to be filed by Parent with the SEC after the date of this Agreement will be, prepared in accordance with GAAP consistently applied during the periods involved, except as indicated in the notes thereto or, in the case of unaudited statements, as permitted by Rule 10-01 of Regulation S-X of the SEC. KPMG LLP is an independent registered public accounting firm with respect to Parent and has not resigned or been dismissed as independent registered public accountants of Parent. (c) Since January 1, 2007, (A) the exercise price of each Parent Option has been no less than the Fair Market Value (as defined or determined under the terms of the respective Parent Benefit Plan under which such Parent Option was granted) of a Parent ADS as determined on the date of grant of such Parent Option, and (B) all grants of Parent Options were validly issued and properly approved by the Board of Directors of Parent (or a duly authorized committee or subcommittee thereof) in material compliance with Applicable Law and recorded in Parent’s financial statements referred to in Section 4.7(b) in accordance with GAAPso disclosed, and no such grants involved any “back dating” or similar practices with respect material non-public information has been disclosed to the effective date of grant or exercise pricePurchasers, except asfor certain information which will be publicly disclosed on prior to September 30, individually 2011. To the extent that the Seller fails to so publicly disclose any such material non-public information prior to such date, any Purchaser in possession of such information shall be permitted to publicly disclose such material non-public information. The Seller agrees that it shall not furnish any Purchaser any material non-public information concerning the Seller which it does not intend to disclose on or in the aggregate, has not had and would not be reasonably likely prior to have or result in a Parent Material Adverse Effectsuch date.

SEC Documents. (ai) Parent has timely filed with the SEC all documents (including exhibits and any amendments thereto) required to be so filed by it since January 1, 2010 pursuant to Sections 13(a), 14(a) and 15(d) of the Exchange Act, and The Company has made available to the Company Parent a true and complete copy of each registration statementform, report, proxy statement, schedule, prospectus, registration statement and each other document filed by the Company with the Securities and Exchange Commission (the “SEC”) since September 30, 2013, including all amendments or information statement exhibits thereto and documents incorporated by reference thereto (other than preliminary materialsthe “Company SEC Documents”) it and prior to the date of this Agreement. Each of the Company SEC Documents has so been timely filed, each in to the form (including exhibits and any amendments thereto) filed with the SEC (collectivelyextent required by law, the “Parent Reports”). As and, as of its their respective datedates, each Parent Report (i) of the Company SEC Documents, as amended, complied as to form in all material respects in accordance with the applicable requirements of each the Securities Act of 1933 (the “Securities Act”), or the Exchange Act, the Xxxxxxxx-Xxxxx Act and or any other Applicable Lawapplicable law, as the case may be, and, in each case, and the applicable rules and regulations of the SEC thereunder thereunder, in each case, to the extent applicable to such Company SEC Documents, and (ii) did not contain none of the Company SEC Documents contained, when filed or, if amended prior to the date of this Agreement, as of the date of such amendment with respect to those disclosures that are amended, any 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 made therein, in the light of the circumstances under which they were made, not misleading except for such statements, if any, as have been corrected by subsequent filings with misleading. The Company has made available (including via the XXXXX system) to Parent all material correspondence between the SEC prior to on the one hand, and the Company or any of its Subsidiaries, on the other hand, since September 30, 2013. As of the date hereof, there are no material outstanding or unresolved comments in comment letters from the SEC staff with respect to any of the Company SEC Documents. To the knowledge of the Company, as of the date hereof, (A) none of the Company SEC Documents is the subject of ongoing SEC review or outstanding SEC comment and (B) neither the SEC nor any other Governmental Entity is conducting any investigation or review of any Company SEC Document. (bii) Each The financial statements of the consolidated balance sheets Company included in or incorporated by reference into the Parent Reports (including Company SEC Documents complied, and in the related notes and schedules) fairly presents case of financial statements filed following the date hereof will comply, as to form in all material respects (subject, in the case of unaudited statements, to recurring audit adjustments normal in nature and amount) the consolidated financial position of Parent and its Subsidiaries as of its date, and each with Regulation S-X of the consolidated statements of operationsSEC, cash flows and changes in shareholders’ equity included in or incorporated by reference into the Parent Reports (including any related notes and schedules) fairly presents in all material respects (subject, in the case of unaudited statements, to recurring audit adjustments normal in nature and amount) the results of operations, cash flows or changes in shareholders’ equity, as the case may be, of Parent and its Subsidiaries for the periods set forth therein; each of such statements (including the related notes, where applicable) complies, and the financial statements to be filed by Parent with the SEC after the date of this Agreement will comply, with applicable accounting requirements and with the published rules and regulations of the SEC with respect thereto; and each of such statements (including the related notes, where applicable) has been, and the financial statements to be filed by Parent with the SEC after the date of this Agreement will be, were prepared in accordance with GAAP consistently generally accepted accounting principles in the United States (“GAAP”) applied on a consistent basis during the periods involved, involved (except as may be indicated in the notes thereto or, in the case of the unaudited statements, as permitted by Rule 10-01 of Regulation S-X of the SEC. KPMG LLP is an independent registered public accounting firm with respect to Parent ) and has not resigned or been dismissed as independent registered public accountants fairly present, and in the case of Parent. (c) Since January 1, 2007, (A) the exercise price of each Parent Option has been no less than the Fair Market Value (as defined or determined under the terms of the respective Parent Benefit Plan under which such Parent Option was granted) of a Parent ADS as determined on financial statements filed following the date of grant of such Parent Optionhereof will fairly present, and (B) in all grants of Parent Options were validly issued and properly approved by the Board of Directors of Parent (or a duly authorized committee or subcommittee thereof) in material compliance with Applicable Law and recorded in Parent’s financial statements referred to in Section 4.7(b) respects in accordance with GAAPapplicable requirements of GAAP (subject, and no such grants involved any “back dating” or similar practices with respect to the effective date of grant or exercise price, except as, individually or in the aggregatecase of the unaudited statements, has not had to normal year-end audit adjustments) the financial position of the Company and would not be reasonably likely to have or result in a Parent Material Adverse Effectits consolidated Subsidiaries as of their respective dates and the results of operations and the cash flows of the Company and its consolidated Subsidiaries for the periods presented therein.

SEC Documents. (a) Parent has timely filed with the SEC all reports, schedules, statements and other documents (including exhibits and any amendments thereto) required to be so filed by it since January 1, 2010 pursuant to Sections 13(a), 14(a) and 15(d) Parent or any of the Exchange Act, and has made available to the Company each registration statement, report, proxy statement or information statement (other than preliminary materials) it has so filed, each in the form (including exhibits and any amendments thereto) filed its Subsidiaries with the SEC since December 31, 2003 (collectively, the “Parent SEC Reports”). As of its their respective datedates, each with respect to Parent Report SEC Reports filed pursuant to the Exchange Act, and as of their respective effective dates, as to Parent SEC Reports filed pursuant to the Securities Act, the Parent SEC Reports and any registration statements, reports, forms, proxy or information statements and other documents filed by Parent with the SEC after the date of this Agreement (i) complied complied, or, with respect to those not yet filed, will comply, in all material respects in accordance with the applicable requirements of each of the Securities Act and the Exchange Act, the Xxxxxxxx-Xxxxx Act and other Applicable Law, as the case may be, and, in each case, the applicable rules and regulations of the SEC thereunder and (ii) did not, or, with respect to those not yet filed, will 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 made therein, in the light of the circumstances under which they were made, not misleading except for such statements, if any, as have been corrected by subsequent filings with the SEC prior to the date hereofmisleading. (b) Each of the consolidated balance sheets included in or incorporated by reference into the Parent SEC Reports (including the related notes and schedules) fairly presents presents, in all material respects (subjectrespects, in the case of unaudited statements, to recurring audit adjustments normal in nature and amount) the consolidated financial position of Parent and its consolidated Subsidiaries as of its date, and each of the consolidated statements of operationsincome, stockholders’ equity and cash flows and changes in shareholders’ equity of Parent included in or incorporated by reference into the Parent SEC Reports (including any related notes and schedules) fairly presents presents, in all material respects (subjectrespects, in the case of unaudited statements, to recurring audit adjustments normal in nature and amount) the results of operations, operations and cash flows or changes in shareholders’ equityflows, as the case may be, of Parent and its Subsidiaries for the periods set forth therein; therein (subject, in the case of unaudited statements, to normal year-end audit adjustments), in each of such statements (including the related notes, where applicable) complies, and the financial statements to be filed by Parent with the SEC after the date of this Agreement will comply, with applicable accounting requirements and with the published rules and regulations of the SEC with respect thereto; and each of such statements (including the related notes, where applicable) has been, and the financial statements to be filed by Parent with the SEC after the date of this Agreement will be, prepared case in accordance with GAAP consistently applied during the periods involved, except as indicated in the notes thereto ormay be noted therein and, in the case of unaudited quarterly financial statements, as permitted by Rule Form 10-01 of Regulation S-X of Q under the SEC. KPMG LLP is an independent registered public accounting firm with respect to Parent and has not resigned or been dismissed as independent registered public accountants of ParentExchange Act. (c) Since January 1Neither Parent nor any of its Subsidiaries has any liabilities or obligations of any nature (whether accrued, 2007absolute, contingent or otherwise) that would be required to be reflected on, or reserved against in, a balance sheet of Parent or in the notes thereto, prepared in accordance with GAAP consistently applied, except for (i) liabilities or obligations that were so reserved on, or reflected in (including the notes to), the consolidated balance sheet of Parent as of Xxxxx 00, 0000, (Axx) liabilities or obligations arising in the exercise price ordinary course of each Parent Option has been no less than the Fair Market Value business (as defined or determined under the terms of the respective Parent Benefit Plan under which such Parent Option was granted) of a Parent ADS as determined on the date of grant of such Parent Optionincluding trade indebtedness), and (Biii) all grants of Parent Options were validly issued and properly approved by the Board of Directors of Parent (liabilities or a duly authorized committee or subcommittee thereof) in material compliance with Applicable Law and recorded in Parent’s financial statements referred to in Section 4.7(b) in accordance with GAAP, and no such grants involved any “back dating” or similar practices with respect to the effective date of grant or exercise price, except asobligations which would not, individually or in the aggregate, has not had and would not reasonably be reasonably likely expected to have or result in a Parent Material Adverse Effect.

SEC Documents. (a) Parent Univision has timely filed all forms, reports and documents required to be filed by it with the SEC all documents since December 31, 1999 (including exhibits collectively, the "Univision Reports"). As of their respective dates, the Univision Reports, and any amendments thereto) required to be so such reports, forms and other documents filed by it since January Univision with the SEC after the date of this Agreement (1) complied, 2010 pursuant or will comply, as to Sections 13(a)form in all material respects with the applicable requirements of the Securities Act, 14(a) and 15(d) of the Exchange Act, and has made available to the Company each registration statement, report, proxy statement or information statement (other than preliminary materials) it has so filed, each in the form (including exhibits and any amendments thereto) filed with the SEC (collectively, the “Parent Reports”). As of its respective date, each Parent Report (i) complied in all material respects in accordance with the applicable requirements of each of the Exchange Act, the Xxxxxxxx-Xxxxx Act and other Applicable Law, as the case may be, and, in each case, the applicable rules and regulations of the SEC thereunder and thereunder; and (ii2) did not not, or will 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 made therein, in the light of the circumstances under which they were made, not misleading except for such statementsmisleading. The representation in clause (2) of the preceding sentence shall not apply to any misstatement or omission in any Univision Report filed before the date of this Agreement which was superseded by a subsequent Univision Report filed before the date of this Agreement. No Univision Subsidiary is required to file any report, if any, as have been corrected by subsequent filings form or other document with the SEC prior to the date hereofSEC. (b) Each of the consolidated balance sheets included in or incorporated by reference into the Parent any Univision Reports (including the related notes and schedules) fairly presents in all material respects (subject, in the case of unaudited statements, to recurring audit adjustments normal in nature and amount) the consolidated financial position of Parent Univision and its the Univision Subsidiaries as of its date, and each of the consolidated statements of operationsincome, retained earnings and cash flows and changes in shareholders’ equity included in or incorporated by reference into the Parent any Univision Reports (including any related notes and schedules) fairly presents in all material respects the results of operations, retained earnings or cash flows, as the case may be, of Univision and the Univision Subsidiaries for the periods set forth therein (subject, in the case of unaudited statements, to recurring normal year-end audit adjustments normal which would not be material in nature and amount) the results of operationsamount or effect), cash flows or changes in shareholders’ equity, as the each case may be, of Parent and its Subsidiaries for the periods set forth therein; each of such statements (including the related notes, where applicable) complies, and the financial statements to be filed by Parent with the SEC after the date of this Agreement will comply, with applicable accounting requirements and with the published rules and regulations of the SEC with respect thereto; and each of such statements (including the related notes, where applicable) has been, and the financial statements to be filed by Parent with the SEC after the date of this Agreement will be, prepared in accordance with GAAP United States generally accepted accounting principles consistently applied during the periods involved, except as indicated may be noted therein. Neither Univision nor any Univision Subsidiary has any liabilities or obligations of any nature (whether accrued, absolute, contingent or otherwise) that would be required to be reflected on, or reserved against in, a balance sheet of Univision or in the notes thereto orthereto, in the case of unaudited statements, as permitted by Rule 10-01 of Regulation S-X of the SEC. KPMG LLP is an independent registered public accounting firm with respect to Parent and has not resigned or been dismissed as independent registered public accountants of Parent. (c) Since January 1, 2007, (A) the exercise price of each Parent Option has been no less than the Fair Market Value (as defined or determined under the terms of the respective Parent Benefit Plan under which such Parent Option was granted) of a Parent ADS as determined on the date of grant of such Parent Option, and (B) all grants of Parent Options were validly issued and properly approved by the Board of Directors of Parent (or a duly authorized committee or subcommittee thereof) in material compliance with Applicable Law and recorded in Parent’s financial statements referred to in Section 4.7(b) prepared in accordance with GAAP, and no such grants involved any “back dating” or similar practices with respect to the effective date of grant or exercise priceUnited States generally accepted accounting principles consistently applied, except asfor (1) liabilities and obligations that were reserved on or reflected in (including the notes to), the consolidated balance sheet of Univision as of December 31, 2001; (2) liabilities or obligations arising in the ordinary course of business since December 31, 2001; and (3) liabilities or obligations that would not, individually or in the aggregate, has not had and would not be reasonably likely to have or result in a Parent Univision Material Adverse Effect.

SEC Documents. (a) Parent The Company has timely filed with the SEC all reports, schedules, statements and other documents (including exhibits and any amendments thereto) required to be so filed by it since January 1, 2010 pursuant to Sections 13(a), 14(a) and 15(d) of the Exchange Act, and has made available to the Company each registration statement, report, proxy statement or information statement (other than preliminary materials) it has so filed, each in the form (including exhibits and any amendments thereto) filed with the SEC since December 31, 2006 (collectively, the “Parent Company SEC Reports”). As of its their respective datedates, each Parent Report with respect to Company SEC Reports filed pursuant to the Exchange Act, and as of their respective effective dates, as to Company SEC Reports filed pursuant to the Securities Act, the Company SEC Reports (i) complied in all material respects in accordance with the applicable requirements of each of the Securities Act and the Exchange Act, the Xxxxxxxx-Xxxxx Act and other Applicable Law, as the case may be, and, in each case, the applicable rules and regulations of the SEC thereunder and (ii) did not, or, with respect to those not yet filed, will 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 made therein, in the light of the circumstances under which they were made, not misleading except for such statements, if any, as have been corrected by subsequent filings misleading. No Subsidiary of the Company is required to make any filing with the SEC prior to the date hereofSEC. (b) Each of the consolidated balance sheets included in or incorporated by reference into the Parent Company SEC Reports (including the related notes and schedules) fairly presents presents, in all material respects (subjectrespects, in the case of unaudited statements, to recurring audit adjustments normal in nature and amount) the consolidated financial position of Parent the Company and its consolidated Subsidiaries as of its date, and each of the consolidated statements of operationsincome, stockholders’ equity and cash flows and changes in shareholders’ equity of the Company included in or incorporated by reference into the Parent Company SEC Reports (including any related notes and schedules) fairly presents presents, in all material respects respects, the results of operations, stockholders’ equity and cash flows, as the case may be, of the Company and its Subsidiaries for the periods set forth therein (subject, in the case of unaudited statements, to recurring normal year-end audit adjustments normal adjustments), in nature and amount) the results of operations, cash flows or changes in shareholders’ equity, as the each case may be, of Parent and its Subsidiaries for the periods set forth therein; each of such statements (including the related notes, where applicable) complies, and the financial statements to be filed by Parent with the SEC after the date of this Agreement will comply, with applicable accounting requirements and with the published rules and regulations of the SEC with respect thereto; and each of such statements (including the related notes, where applicable) has been, and the financial statements to be filed by Parent with the SEC after the date of this Agreement will be, prepared in accordance with GAAP consistently applied during the periods involved, except as indicated in the notes thereto ormay be noted therein and, in the case of unaudited quarterly financial statements, as permitted by Rule Form 10-01 of Regulation S-X of Q under the SEC. KPMG LLP is an independent registered public accounting firm with respect to Parent and has not resigned or been dismissed as independent registered public accountants of ParentExchange Act. (c) Since January 1Except as set forth in the Company SEC Reports, 2007neither the Company nor any of its Subsidiaries has any liabilities or obligations of any nature (whether accrued, (Aabsolute, contingent or otherwise) the exercise price of each Parent Option has been no less than the Fair Market Value (as defined that would be required to be reflected on, or determined under the terms reserved against in, a balance sheet of the respective Parent Benefit Plan under which such Parent Option was granted) of a Parent ADS as determined on Company or in the date of grant of such Parent Option, and (B) all grants of Parent Options were validly issued and properly approved by the Board of Directors of Parent (or a duly authorized committee or subcommittee thereof) in material compliance with Applicable Law and recorded in Parent’s financial statements referred to in Section 4.7(b) notes thereto prepared in accordance with GAAPGAAP consistently applied, except for (i) liabilities or obligations that were so reserved on, or reflected in (including the notes to), the consolidated balance sheet of the Company as of October 31, 2009, (ii) liabilities or obligations arising in the ordinary course of business on or after October 31, 2009 and no such grants involved any “back dating” or similar practices with respect prior to the effective date of grant hereof, (iii) liabilities incurred on or exercise price, except asafter the date hereof that are permitted by Section 5.1 and (iv) other liabilities or obligations which would not, individually or in the aggregate, has not had and would not reasonably be reasonably likely expected to have or result in a Parent Company Material Adverse Effect. (d) The financial records, systems, controls, data and information of the Company and its Subsidiaries are recorded, stored, maintained and operated under means that are under the exclusive ownership and direct control of the Company or its Subsidiaries or accountants, except for any non-exclusive ownership and non-direct control that would not reasonably be expected to adversely effect the system of internal accounting controls described in the following sentence. The Company and its Subsidiaries have devised and maintain a system of internal accounting controls sufficient to provide reasonable assurances regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with GAAP (“Internal Controls”). Each of the Company and its Subsidiaries (x) has designed disclosure controls and procedures (within the meaning of Rules 13a-15(e) and 15d-15(e) of the Exchange Act) to ensure that material information relating to such entity and its Subsidiaries is made known to the management of such entity by others within those entities as appropriate to allow timely decisions regarding required disclosure and to make the certifications required by the Exchange Act with respect to the Company SEC Documents, and (y) has disclosed, based on its most recent evaluation prior to the date of this Agreement, to its auditors and the Audit Committee (A) any significant deficiencies in the design or operation of Internal Controls which could adversely affect its ability to record, process, summarize and report financial data and have disclosed to its auditors any material weaknesses in internal controls and (B) any fraud, whether or not material, that involves management or other employees who have a significant role in its Internal Controls.

SEC Documents. (a) Parent Acquiror has timely filed with the SEC all documents (including exhibits and any amendments thereto) required to be so filed by it since January 1, 2010 pursuant to Sections 13(a), 14(a) and 15(d) of the Exchange Act, and has made available to the Company true and complete copies of each registration statement, report, proxy statement or information statement (statement, form, report and other than preliminary materials) documents required to be filed by it has so filed, each in the form (including exhibits and any amendments thereto) filed with the SEC since January 1, 1995 (collectively, the “Parent "Acquiror SEC Reports”"). As of its their respective datedates, each Parent Report the Acquiror SEC Reports -------------------- (i) complied complied, or, with respect to those not yet filed, will comply, in all material respects in accordance with the applicable requirements of each of the Securities Act and the Exchange Act, the Xxxxxxxx-Xxxxx Act and other Applicable Law, as the case may be, and, in each case, the applicable rules and regulations of the SEC thereunder and (ii) did not, or, with respect to those not yet filed, will 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 made therein, in the light of the circumstances under which they were made, not misleading except for such statements, if any, as have been corrected by subsequent filings with the SEC prior to the date hereofmisleading. (b) Each of the consolidated balance sheets included in or incorporated by reference into the Parent Acquiror SEC Reports (including the related notes and schedules) fairly presents fairly, in all material respects (subjectrespects, in the case of unaudited statements, to recurring audit adjustments normal in nature and amount) the consolidated financial position of Parent Acquiror and its consolidated Subsidiaries as of its date, and each of the consolidated statements of operationsincome, retained earnings and cash flows and changes in shareholders’ equity of Acquiror included in or incorporated by reference into the Parent Acquiror SEC Reports (including any the related notes and schedules) fairly presents fairly, in all material respects respects, the results of operations, retained earnings or cash flows, as the case may be, of Acquiror and its Subsidiaries for the periods set forth therein (subject, in the case of unaudited statements, to recurring normal year-end audit adjustments normal adjustments), in nature and amount) the results of operations, cash flows or changes in shareholders’ equity, as the each case may be, of Parent and its Subsidiaries for the periods set forth therein; each of such statements (including the related notes, where applicable) complies, and the financial statements to be filed by Parent with the SEC after the date of this Agreement will comply, with applicable accounting requirements and with the published rules and regulations of the SEC with respect thereto; and each of such statements (including the related notes, where applicable) has been, and the financial statements to be filed by Parent with the SEC after the date of this Agreement will be, prepared in accordance with GAAP consistently applied during the periods involved, except as indicated in the notes thereto or, in the case of unaudited statements, as permitted by Rule 10-01 of Regulation S-X of the SEC. KPMG LLP is an independent registered public accounting firm with respect to Parent and has not resigned or been dismissed as independent registered public accountants of Parentmay be noted therein. (c) Since January 1Except as set forth in Section 4.8(c) of the Acquiror Disclosure Schedule and except as set forth in the Acquiror SEC Reports, 2007neither Acquiror nor any of its Subsidiaries has any liabilities or obligations of any nature (whether accrued, absolute, contingent or otherwise) that would be required to be reflected on, or reserved against in, a balance sheet of Acquiror or in the notes thereto, prepared in accordance with GAAP consistently applied, except for (i) liabilities or obligations that were so reserved on, or reflected in (including the notes to), the consolidated balance sheet of Acquiror as of September 30, 1998, (Aii) liabilities or obligations arising in the exercise price ordinary course of each Parent Option has been no less than the Fair Market Value business (as defined or determined under the terms of the respective Parent Benefit Plan under which such Parent Option was grantedincluding trade indebtedness) of a Parent ADS as determined on the date of grant of such Parent Optionsince September 30, 1998, and (Biii) all grants of Parent Options were validly issued and properly approved by the Board of Directors of Parent (liabilities or a duly authorized committee or subcommittee thereof) in material compliance with Applicable Law and recorded in Parent’s financial statements referred to in Section 4.7(b) in accordance with GAAP, and no such grants involved any “back dating” or similar practices with respect to the effective date of grant or exercise price, except asobligations which would not, individually or in the aggregate, has not had and would not be reasonably likely to have or result in a Parent Material Adverse Effect.

SEC Documents. (a) Parent Buyer has timely filed with the SEC all required forms, reports, schedules, statements and other documents (including exhibits and any amendments theretoother information incorporated therein) required to be so filed by it since January 1, 2010 pursuant to Sections 13(a), 14(a) and 15(d) of the Exchange Act, and has made available to the Company each registration statement, report, proxy statement or information statement (other than preliminary materials) it has so filed, each in the form (including exhibits and any amendments thereto) filed with the SEC since December 31, 1998 through the date hereof (collectively, the “Parent "Buyer SEC Reports”"). As of its their respective datedates, or, if amended, as of the date of the last such amendment, each Parent Report Buyer SEC Report, (ia) complied in all material respects in accordance with the applicable requirements of each of the Securities Act, the Exchange Act, and the Xxxxxxxx-Xxxxx Act and other Applicable Law, as the case may be, and, in each case, the applicable rules and regulations of the thereunder applicable to such Buyer SEC thereunder Reports and (iib) at the time they were filed did 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 made therein, in the light of the circumstances under which they were made, not misleading except for such statements, if any, as have been corrected by subsequent filings with the SEC prior to the date hereof. (b) misleading. Each of the consolidated balance sheets included in or incorporated by reference into the Parent Buyer SEC Reports (including the related notes and schedules) fairly presents in all material respects (subject, in the case of unaudited statements, to recurring audit adjustments normal in nature and amount) the consolidated financial position of Parent Buyer and its Subsidiaries as of its date, and each of the consolidated statements of operations, stockholders' equity and cash flows and changes in shareholders’ equity included in or incorporated by reference into the Parent Buyer SEC Reports (including any related notes and schedules) fairly presents in all material respects the financial position, results of operations and cash flows, as the case may be, of Buyer and its Subsidiaries for the periods set forth therein (subject, in the case of unaudited statements, to recurring normal year-end audit adjustments normal which are not reasonably likely to be material in nature and amount) the results of operations, cash flows amount or changes in shareholders’ equity, as the case may be, of Parent and its Subsidiaries for the periods set forth therein; each of such statements (including the related notes, where applicable) complieseffect, and the financial statements to be filed by Parent with the SEC after the date absence of this Agreement will complyfootnotes), with applicable accounting requirements and with the published rules and regulations of the SEC with respect thereto; and in each of such statements (including the related notes, where applicable) has been, and the financial statements to be filed by Parent with the SEC after the date of this Agreement will be, prepared case in accordance with GAAP consistently applied during the periods involved, except as indicated may be noted therein. Except (i) as to liabilities arising in the notes thereto orordinary course of business since the last Buyer SEC Report, (ii) as set forth in the case Buyer SEC Reports or (ii) as set forth on Schedule 4.5, neither Buyer nor any of unaudited statementsits Subsidiaries has any liabilities or obligations (whether absolute, as permitted by Rule 10-01 of Regulation S-X of the SEC. KPMG LLP is an independent registered public accounting firm with respect to Parent and has not resigned accrued, contingent, secured or been dismissed as independent registered public accountants of Parent. (cunsecured, matured or unmatured, or otherwise) Since January 1, 2007, (A) the exercise price of each Parent Option has been no less than the Fair Market Value (as defined or determined under the terms of the respective Parent Benefit Plan under which such Parent Option was granted) of would have a Parent ADS as determined on the date of grant of such Parent Option, and (B) all grants of Parent Options were validly issued and properly approved by the Board of Directors of Parent (or a duly authorized committee or subcommittee thereof) in material compliance with Applicable Law and recorded in Parent’s financial statements referred to in Section 4.7(b) in accordance with GAAP, and no such grants involved any “back dating” or similar practices with respect to the effective date of grant or exercise price, except as, individually or in the aggregate, has not had and would not be reasonably likely to have or result in a Parent Material Adverse EffectEffect on Buyer.

SEC Documents. (a) Parent has timely filed with the SEC all documents (including exhibits and any amendments thereto) required to be so filed by it since January 1As of their respective dates, 2010 pursuant to Sections 13(a)or, 14(a) and 15(d) if amended, as of the Exchange Actdate of the last such amendment, and has made available to the Company each registration statement, report, proxy statement or information statement (other than preliminary materialsas defined in Regulation 14C under the Exchange Act) it has so filedof Parent prepared by Parent since January 1, each 1996, in the form (including exhibits and any amendments thereto) filed with the SEC SEC, (collectively, the “"Parent Reports”). As of its respective date, each Parent Report ") (i) complied as to form in all material respects in accordance with the applicable requirements of each of the Securities Act, the Exchange Act, and the Xxxxxxxx-Xxxxx Act and other Applicable Law, as the case may be, and, in each case, the applicable rules and regulations of the SEC thereunder applicable to such Parent Reports and (ii) at the time they were filed did 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 made therein, in the light of the circumstances under which they were made, not misleading except for such statements, if any, as have been corrected by subsequent filings with the SEC prior to the date hereof. (b) misleading. Each of the consolidated balance sheets included in or incorporated by reference into the Parent Reports (including the related notes and schedules) fairly presents in all material respects (subject, in the case of unaudited statements, to recurring audit adjustments normal in nature and amount) the consolidated financial position of Parent and its Subsidiaries as of its date, and each of the consolidated statements of operations, stockholders' equity and cash flows and changes in shareholders’ equity included in or incorporated by reference into the Parent Reports (including any related notes and schedules) fairly presents in all material respects (subjectthe financial position, in the case of unaudited statements, to recurring audit adjustments normal in nature and amount) the results of operations, operations and cash flows or changes in shareholders’ equityflows, as the case may be, of Parent and its Subsidiaries for the periods set forth therein; each therein (subject, in the case of such statements (including the related notesunaudited statements, where applicable) compliesto normal year-end audit adjustments which are not reasonably likely to be material in amount or effect, and the financial statements to be filed by Parent with the SEC after the date absence of this Agreement will complyfootnotes), with applicable accounting requirements and with the published rules and regulations of the SEC with respect thereto; and in each of such statements (including the related notes, where applicable) has been, and the financial statements to be filed by Parent with the SEC after the date of this Agreement will be, prepared case in accordance with GAAP consistently applied during the periods involved, except as indicated may be noted therein. Neither Parent nor any of its Subsidiaries has any liabilities or obligations of any nature (whether accrued, absolute, contingent or otherwise) except (a) as set forth in the Parent Reports, (b) liabilities or obligations reflected on, or reserved against in, a consolidated balance sheet of Parent or in the notes thereto orthereto, prepared in accordance with GAAP consistently applied and included in the case of unaudited statementsParent Reports, as permitted by Rule 10-01 of Regulation S-X of the SEC. KPMG LLP is an independent registered public accounting firm with respect to Parent and has not resigned or been dismissed as independent registered public accountants of Parent. (c) Since January 1, 2007, (A) the exercise price of each Parent Option has been no less than the Fair Market Value (as defined liabilities or determined under the terms of the respective Parent Benefit Plan under which such Parent Option was granted) of a Parent ADS as determined on the date of grant of such Parent Option, and (B) all grants of Parent Options were validly issued and properly approved by the Board of Directors of Parent (or a duly authorized committee or subcommittee thereof) in material compliance with Applicable Law and recorded in Parent’s financial statements referred to in Section 4.7(b) in accordance with GAAP, and no such grants involved any “back dating” or similar practices with respect to the effective date of grant or exercise price, except as, individually or obligations incurred in the aggregate, has ordinary course of business which are not had and would not be reasonably likely to have or result in a Parent Material Adverse EffectEffect and (d) arising under executory contracts not currently in default.

SEC Documents. (a) Since January 1, 2017, each of Parent and Viper has timely filed or furnished with the SEC all documents forms, reports, schedules and statements (in each case, including all appropriate exhibits and any amendments schedules thereto) required to be so filed by it since January 1, 2010 pursuant to Sections 13(a), 14(a) and 15(d) of or furnished under the Securities Act or the Exchange ActAct (such forms, reports, schedules and has made available to the Company each registration statementstatements, report, proxy statement or information statement (other than preliminary materials) it has so filed, each in the form (including exhibits and any amendments thereto) filed with the SEC (collectively, the “Parent ReportsSEC Documents”). As of its their respective datedates, each of the Parent Report (i) SEC Documents, as amended, complied as to form in all material respects in accordance with the applicable requirements of each of the Securities Act or the Exchange Act, the Xxxxxxxx-Xxxxx Act and other Applicable Law, as the case may be, andapplicable to such Parent SEC Documents, in each case, the applicable rules and regulations none of the Parent SEC thereunder and (ii) did not Documents contained, when filed or, if amended prior to the date of this Agreement, as of the date of such amendment with respect to those disclosures that are amended, contain any 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 made therein, in the light of the circumstances under which they were made, not misleading except for misleading. Each of Parent and Viper, respectively, has made all certifications and statements required by Sections 302 and 906 of the Xxxxxxxx-Xxxxx Act with respect to the Parent SEC Documents and the statements contained in any such statements, if any, certifications were true and correct as have been corrected by subsequent filings with of the SEC prior to date such certifications were made. As of the date hereof, neither Parent nor Viper nor any of their respective officers has received notice from any Governmental Entity challenging or questioning the accuracy, completeness, form or manner of filing of such certifications. As of the date hereof, there are no outstanding or unresolved comments received by Parent or Viper from the SEC with respect to any of the Parent SEC Documents. As of the date hereof, to the knowledge of Parent, none of the Parent SEC Documents is the subject of ongoing SEC review or investigation. (b) Each The audited consolidated financial statements and unaudited consolidated financial statements of the consolidated balance sheets Parent and Viper included in or incorporated by reference into the Parent Reports (SEC Documents, including the related all notes and schedules) fairly presents schedules thereto, complied in all material respects (subjectrespects, in the case of unaudited statements, when filed or if amended prior to recurring audit adjustments normal in nature and amount) the consolidated financial position of Parent and its Subsidiaries as of its date, and each of the consolidated statements of operations, cash flows and changes in shareholders’ equity included in or incorporated by reference into the Parent Reports (including any related notes and schedules) fairly presents in all material respects (subject, in the case of unaudited statements, to recurring audit adjustments normal in nature and amount) the results of operations, cash flows or changes in shareholders’ equity, as the case may be, of Parent and its Subsidiaries for the periods set forth therein; each of such statements (including the related notes, where applicable) complies, and the financial statements to be filed by Parent with the SEC after the date of this Agreement will complyAgreement, as of the date of such amendment, with applicable accounting requirements and with the published rules and regulations of the SEC with respect thereto; and each of such statements (including the related notes, where applicable) has been, and the financial statements to be filed by Parent with the SEC after the date of this Agreement will be, were prepared in accordance with GAAP consistently applied on a consistent basis during the periods involved, involved (except as may be indicated in the notes thereto or, in the case of the unaudited statements, as permitted by Rule 10-01 of Regulation S-X of the SEC. KPMG LLP is an independent registered public accounting firm ) and fairly present in all material respects in accordance with respect applicable requirements of GAAP (subject, in the case of the unaudited statements, to normal year-end audit adjustments) the financial position of Parent and has not resigned or been dismissed Viper, as independent registered public accountants applicable, and their respective consolidated Subsidiaries as of Parenttheir respective dates and the results of operations and the cash flows of Parent and Viper, as applicable, and their respective consolidated Subsidiaries for the periods presented therein. (c) Since January 1, 2007, (A) the exercise price of each Parent Option has been no less than the Fair Market Value implemented and maintains disclosure controls and procedures (as defined or determined in Rule 13a-15(e) of the Exchange Act), which are effective (as such term is used in Rule 13a-15(b) of the Exchange Act) to ensure that material information relating to Parent, including its Subsidiaries, is made known to the chief executive officer and the chief financial officer of Parent by others within those entities in connection with the reports it files under the terms of the respective Parent Benefit Plan under which such Parent Option was granted) of a Parent ADS as determined on the date of grant of such Parent Option, and (B) all grants of Parent Options were validly issued and properly approved by the Board of Directors of Parent (or a duly authorized committee or subcommittee thereof) in material compliance with Applicable Law and recorded in Parent’s financial statements referred to in Section 4.7(b) in accordance with GAAP, and no such grants involved any “back dating” or similar practices with respect to the effective date of grant or exercise price, except as, individually or in the aggregate, has not had and would not be reasonably likely to have or result in a Parent Material Adverse EffectExchange Act.

SEC Documents. (a) Parent has timely filed all forms, reports and documents required to be filed with the SEC all documents (including exhibits and any amendments thereto) required to be so filed by it since January 1December 31, 2010 pursuant to Sections 13(a), 14(a) and 15(d) of the Exchange Act, 1995 and has made available to the Company each registration statementand Principal Shareholders, report, proxy statement or information statement (other than preliminary materials) it has so filed, each in the form (including exhibits and any amendments thereto) filed with the SEC (collectivelySEC, the “Parent Reports”). As of its respective date, each Parent Report (i) complied its Annual Report on Form 10-KSB for the fiscal year ended December 31, 1997, (ii) its Quarterly Report on Form 10-Q for the period ended Marcx 00, 0000, (xxx) xxx proxy statements relating to Parent's meetings of stockholders (whether annual or special) held since December 31, 1997, (iv) all other reports or registration statements filed by Parent with the SEC since December 31, 1997, and (v) all amendments and supplements to all such reports and registration statements filed by Parent with the SEC. All such required forms, reports and documents (including those enumerated in all material respects clauses (i) through (v) of the preceding sentence) are referred to herein as the "Parent SEC Reports." As of their respective dates, the Parent SEC Reports (i) were prepared in accordance with the applicable requirements of each of the Securities Act or the Exchange Act, the Xxxxxxxx-Xxxxx Act and other Applicable Law, as the case may be, and, in each case, and the applicable rules and regulations of the SEC thereunder applicable to such Parent SEC Reports and (ii) did not at the time they were filed (or if amended or superseded by a filing prior to the date of this Agreement, then on the date of such filing) contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary in order to make the statements made therein, in the light of the circumstances under which they were made, not misleading except for such statements, if any, as have been corrected by subsequent filings with the SEC prior to the date hereof. (b) Each misleading. The audited consolidated financial statements and unaudited condensed consolidated interim financial statements of the Parent and its consolidated balance sheets subsidiaries included in or incorporated by reference into the Parent Reports (including the related notes and schedules) fairly presents such reports are correct in all material respects (subjectrespects, were prepared in the case of unaudited statementsaccordance with GAAP consistently applied, to recurring audit adjustments normal in nature and amount) present fairly the consolidated financial position of Parent and its Subsidiaries consolidated subsidiaries as of its date, the dates thereof and each of the consolidated statements results of operations, their operations and cash flows and changes in shareholders’ equity included in or incorporated by reference into the Parent Reports (including any related notes and schedules) fairly presents in all material respects (subject, in the case of unaudited statements, to recurring audit adjustments normal in nature and amount) the results of operations, cash flows or changes in shareholders’ equity, as the case may be, of Parent and its Subsidiaries for the periods set forth therein; each of such statements (including the related notes, where applicable) complies, and the financial statements to be filed by Parent with the SEC after the date of this Agreement will comply, with applicable accounting requirements and with the published rules and regulations of the SEC with respect thereto; and each of such statements (including the related notes, where applicable) has been, and the financial statements to be filed by Parent with the SEC after the date of this Agreement will be, prepared in accordance with GAAP consistently applied during the periods involved, except as indicated in the notes thereto or, in the case of unaudited statements, as permitted by Rule 10-01 of Regulation S-X of the SEC. KPMG LLP is an independent registered public accounting firm with respect to Parent and has not resigned or been dismissed as independent registered public accountants of Parentthen ended. (c) Since January 1, 2007, (A) the exercise price of each Parent Option has been no less than the Fair Market Value (as defined or determined under the terms of the respective Parent Benefit Plan under which such Parent Option was granted) of a Parent ADS as determined on the date of grant of such Parent Option, and (B) all grants of Parent Options were validly issued and properly approved by the Board of Directors of Parent (or a duly authorized committee or subcommittee thereof) in material compliance with Applicable Law and recorded in Parent’s financial statements referred to in Section 4.7(b) in accordance with GAAP, and no such grants involved any “back dating” or similar practices with respect to the effective date of grant or exercise price, except as, individually or in the aggregate, has not had and would not be reasonably likely to have or result in a Parent Material Adverse Effect.

SEC Documents. (a) Parent 2.1 Oramed Pharma has timely filed or furnished all forms, reports and other documents required to be filed or furnished by Oramed Pharma with the SEC all documents (including exhibits and any amendments thereto) required to be so filed by it under the Securities Act or the Exchange Act since January 1, 2010 2020 (all such documents filed or furnished by Oramed Pharma, the “Oramed SEC Documents”). None of the Subsidiaries of Oramed Pharma is required to make any filings with the SEC pursuant to Sections 13(athe Exchange Act. 2.2 As of its respective filing date (or, if amended or superseded prior to the date of this Agreement, on the date of such filing), 14(a) and 15(d) each Oramed SEC Document complied in all material respects with all applicable requirements of the SOX, the Exchange Act, and has made available to the Company each registration statement, report, proxy statement or information statement (other than preliminary materials) it has so filed, each in the form (including exhibits and any amendments thereto) filed with the SEC (collectively, the “Parent Reports”). As of its respective date, each Parent Report (i) complied in all material respects in accordance with the applicable requirements of each of the Exchange Securities Act, the Xxxxxxxx-Xxxxx Act and other Applicable Law, as the case may be, andand did not, in each caseat the time it was filed or furnished (or, if amended or superseded prior to the applicable rules and regulations date of this Agreement, on the SEC thereunder and (ii) did not date of such filing), contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary in order to make the statements made therein, in the light of the circumstances under which they were made, not misleading except for such statements, if any, as have been corrected by subsequent filings with the SEC prior to the date hereofmisleading. (b) Each 2.3 As of the consolidated balance sheets included in or incorporated by reference into the Parent Reports (including the related notes and schedules) fairly presents in all material respects (subject, in the case of unaudited statements, to recurring audit adjustments normal in nature and amount) the consolidated financial position of Parent and its Subsidiaries as of its date, and each of the consolidated statements of operations, cash flows and changes in shareholders’ equity included in or incorporated by reference into the Parent Reports (including any related notes and schedules) fairly presents in all material respects (subject, in the case of unaudited statements, to recurring audit adjustments normal in nature and amount) the results of operations, cash flows or changes in shareholders’ equity, as the case may be, of Parent and its Subsidiaries for the periods set forth therein; each of such statements (including the related notes, where applicable) complies, and the financial statements to be filed by Parent with the SEC after the date of this Agreement will complyAgreement, (i) there are no outstanding unresolved comments with applicable accounting requirements and respect to Oramed Pharma or Oramed SEC Documents filed with the published rules and regulations of or furnished to the SEC with respect thereto; and each noted in comment letters or, to the knowledge of such statements (including Oramed Pharma, other correspondence received by Oramed Pharma or its attorneys from the related notes, where applicable) has beenSEC, and (ii) there is no pending or, to the knowledge of Oramed Pharma, threatened (A) formal or informal investigation or other review of, or proceeding against, Oramed Pharma or any of its directors or officers by the SEC or (B) inspection of an audit of Oramed Pharma’s financial statements by the Public Company Accounting Oversight Board. 2.4 Neither Oramed Pharma nor any of its Subsidiaries has any liabilities of a nature that would be required under U.S. GAAP to be filed by Parent with disclosed on a balance sheet or the notes thereto, except for (i) liabilities disclosed or reserved against in the balance sheet included in the most recent consolidated financial statements of Oramed Pharma included in the Oramed SEC after Documents or in the notes thereto, (ii) liabilities arising in the ordinary course of business since the date of this Agreement will be, prepared in accordance with GAAP consistently applied during the periods involved, except as indicated most recent consolidated financial statements of Oramed Pharma included in the notes thereto or, in the case of unaudited statements, as permitted by Rule 10-01 of Regulation S-X of the SEC. KPMG LLP is an independent registered public accounting firm with respect to Parent and has not resigned or been dismissed as independent registered public accountants of Parent. (c) Since January 1, 2007, (A) the exercise price of each Parent Option has been no less than the Fair Market Value (as defined or determined under the terms of the respective Parent Benefit Plan under which such Parent Option was granted) of a Parent ADS as determined on the date of grant of such Parent Option, Oramed SEC Documents and (Biii) all grants of Parent Options were validly issued and properly approved by liabilities incurred in connection with the Board of Directors of Parent (or a duly authorized committee or subcommittee thereof) in material compliance with Applicable Law and recorded in Parent’s financial statements referred to in Section 4.7(b) in accordance with GAAP, and no such grants involved any “back dating” or similar practices with respect to the effective date of grant or exercise price, except as, individually or in the aggregate, has not had and would not be reasonably likely to have or result in a Parent Material Adverse EffectTransactions.

SEC Documents. (ai) Parent has timely filed with the SEC all documents (including exhibits Each of Cabot and any amendments thereto) required to be so filed by it since January 1, 2010 pursuant to Sections 13(a), 14(a) and 15(d) of the Exchange Act, and Cabot LP has made available to the Company CalWest a true and complete copy of each report, schedule, registration statement, reportother statement (including proxy statements) and information filed by Cabot and Cabot LP with the SEC since its inception and prior to or on the Closing Date (the "Cabot SEC Documents"), proxy statement or information statement which are all the documents --------------------- (other than preliminary materialsmaterial) it has so filed, that each in the form (including exhibits of Cabot and any amendments thereto) filed Cabot LP was required to file with the SEC (collectively, between its inception and the “Parent Reports”)Closing Date pursuant to the federal securities laws and the SEC rules and regulations thereunder. Section 4.1(e)(i) of the Cabot Disclosure Letter accurately lists each Cabot SEC Document filed prior to the date of this Agreement. As of its their respective datedates, each Parent Report (i) the Cabot SEC Documents complied in all material respects in accordance with the applicable requirements of each the Securities Act of 1933, as amended (the "Securities Act"), or the ---------------- Exchange Act, the Xxxxxxxx-Xxxxx Act and other Applicable Law, as the case may be, and, in each case, and the applicable rules and regulations of the SEC thereunder applicable to such Cabot SEC Documents and (ii) did not contain none of the Cabot SEC Documents contained any untrue statement of a material fact or omit omitted to state a material fact required to be stated therein or necessary to make the statements made therein, in the light of the circumstances under which they were made, not misleading misleading, except for to the extent such statements, if any, as statements have been corrected modified or superseded by subsequent filings with the later Cabot SEC Documents filed and publicly available prior to the date hereof. (b) Each of this Agreement. Neither Cabot nor Cabot LP has any outstanding and unresolved comments from the SEC with respect to any of the Cabot SEC Documents. None of the Cabot SEC Documents is the subject of any confidential treatment request by Cabot or Cabot LP. The consolidated balance sheets included in or incorporated by reference into the Parent Reports financial statements of Cabot and Cabot LP (including the related notes and schedulesthereto) fairly presents included in the Cabot SEC Documents complied as to form in all material respects (subject, in the case of unaudited statements, to recurring audit adjustments normal in nature and amount) the consolidated financial position of Parent and its Subsidiaries as of its date, and each of the consolidated statements of operations, cash flows and changes in shareholders’ equity included in or incorporated by reference into the Parent Reports (including any related notes and schedules) fairly presents in all material respects (subject, in the case of unaudited statements, to recurring audit adjustments normal in nature and amount) the results of operations, cash flows or changes in shareholders’ equity, as the case may be, of Parent and its Subsidiaries for the periods set forth therein; each of such statements (including the related notes, where applicable) complies, and the financial statements to be filed by Parent with the SEC after the date of this Agreement will comply, with applicable accounting requirements and with the published rules and regulations of the SEC with respect thereto; and each of such statements (including the related notes, where applicable) has been, and the financial statements to be filed by Parent with the SEC after the date of this Agreement will be, were prepared in accordance with GAAP consistently generally accepted accounting principles ("GAAP") applied on a ---- consistent basis during the periods involved, involved (except as may be indicated in the notes thereto thereto, or, in the case of the unaudited statements, as permitted by Rule 10-01 of Regulation S-X of the SEC) and fairly presented, in accordance with applicable requirements of GAAP and the applicable rules and regulations of the SEC (subject, in the case of the unaudited statements, to normal, recurring adjustments, none of which are material), the assets, liabilities and the consolidated financial position of Cabot and the Cabot Subsidiaries, taken as a whole, and Cabot LP as of their respective dates and the consolidated statements of income and the consolidated cash flows of Cabot and the Cabot Subsidiaries taken as a whole, and Cabot LP for the periods presented therein. KPMG LLP The books of account and other financial records of Cabot and the Cabot Subsidiaries are accurately reflected in all material respects in the financial statements included in the Cabot SEC Documents. Other than Cabot and Cabot LP, no Cabot Subsidiary is an independent registered public accounting firm required to make any filing with respect to Parent and has not resigned or been dismissed as independent registered public accountants of Parentthe SEC. (cii) Since January 1The GP Units, 2007, (A) LP Units and the exercise price of each Parent Option has been no less than the Fair Market Value (as defined or determined Preferred Units are not registered under the terms Section 12 of the respective Parent Benefit Plan under which such Parent Option was grantedExchange Act. (iii) Section 4.1(e)(iii) of the Cabot Disclosure Letter sets forth a Parent ADS true and complete copy of the unaudited consolidated balance sheet of Cabot as determined on at September 30, 2001 (the date "Balance Sheet") and the unaudited consolidated --------------- statements of grant of such Parent Optionincome for the nine months ended September 30, 2001 and September 30, 2000 (B) all grants of Parent Options were validly issued and properly approved by together with the Board of Directors of Parent (or a duly authorized committee or subcommittee thereof) in material compliance with Applicable Law and recorded in Parent’s financial statements referred to in Section 4.7(b) Balance Sheet, the "Interim Financial Information"). The Interim Financial ------------------------------- Information was prepared in accordance with GAAPGAAP (except for the absence of footnotes) applied on a basis consistent with the consolidated financial statements included in the Cabot SEC Documents and fairly presents (subject to normal recurring adjustments, none of which are material), the assets, liabilities, consolidated financial position and no such grants involved any “back dating” or similar practices with respect consolidated statements of income of Cabot and the Cabot Subsidiaries taken as a whole as at and for the periods indicated. The books of account and other financial records of Cabot and the Cabot Subsidiaries are accurately reflected in all material respects in the Interim Financial Information. A true, complete and correct copy of the Interim Financial Information is included in Cabot's press release issued to the effective date media and public October 24, 2001. The Interim Financial Information has been reviewed by Cabot's independent public accountants in accordance with the American Institute of grant or exercise priceCertified Public Accountants' Statement on Auditing Standards No. 71. (iv) The Quarterly Report on Form 10-Q for the quarter ended September 30, except as, individually or 2001 will include without change the Interim Financial Information; provided that the financial -------- statements included in such Form 10-Q may include line items that have been combined in the aggregate, has not had and would not be reasonably likely to have or result in a Parent Material Adverse EffectInterim Financial Information.

SEC Documents. (ai) Parent has timely filed with the SEC all documents (including exhibits and any amendments thereto) required to be so filed by it since January 1, 2010 pursuant to Sections 13(a), 14(a) and 15(d) of the Exchange Act, and has made available to the Company a true and complete copy of each registration statementform, report, proxy statement, schedule, prospectus, proxies, registration statement or information statement (and other than preliminary materials) it has so filed, each in the form (including exhibits and any amendments thereto) documents filed by Parent with the SEC since its initial registration of the Parent Common Stock (collectively, the “Parent ReportsSEC Documents”)) and prior to the date of this Agreement. As Each of its the Parent SEC Documents has been timely filed and, as of their respective datedates, each of the Parent Report (i) SEC Documents, as amended, complied as to form in all material respects in accordance with the applicable requirements of each of the Securities Act, or the Exchange Act, the Xxxxxxxx-Xxxxx Act and or any other Applicable Lawapplicable law, as the case may be, and, in each case, and the applicable rules and regulations of the SEC thereunder thereunder, in each case, to the extent applicable to such Parent SEC Documents, and (ii) did not contain none of the Parent SEC Documents contained, when filed or, if amended prior to the date of this Agreement, as of the date of such amendment with respect to those disclosures that are amended, any 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 made therein, in the light of the circumstances under which they were made, not misleading except for such statementsmisleading. Parent has timely filed each report, if anystatement, as have been corrected by subsequent filings schedule, prospectus, and registration statement that Parent was required to file with the SEC prior since its inception. Parent has made available (including via the XXXXX system) to the Company all material correspondence between the SEC on the one hand, and the Company or any of its Subsidiaries, on the other hand, since the initial registration of the Parent Common Stock. As of the date hereof, there are no material outstanding or unresolved comments in comment letters from the SEC staff with respect to any of the Parent SEC Documents. To the knowledge of Parent, as of the date hereof, (A) none of the Parent SEC Documents is the subject of ongoing SEC review or outstanding SEC comment and (B) neither the SEC nor any other Governmental Entity is conducting any investigation or review of any Parent SEC Document. (bii) Each The financial statements of the consolidated balance sheets Parent included in or incorporated by reference into the Parent Reports (including SEC Documents complied, and in the related notes and schedules) fairly presents case of financial statements filed following the date hereof will comply, as to form in all material respects (subject, in the case of unaudited statements, to recurring audit adjustments normal in nature and amount) the consolidated financial position of Parent and its Subsidiaries as of its date, and each with Regulation S-X of the consolidated statements of operationsSEC, cash flows and changes in shareholders’ equity included in or incorporated by reference into the Parent Reports (including any related notes and schedules) fairly presents in all material respects (subject, in the case of unaudited statements, to recurring audit adjustments normal in nature and amount) the results of operations, cash flows or changes in shareholders’ equity, as the case may be, of Parent and its Subsidiaries for the periods set forth therein; each of such statements (including the related notes, where applicable) complies, and the financial statements to be filed by Parent with the SEC after the date of this Agreement will comply, with applicable accounting requirements and with the published rules and regulations of the SEC with respect thereto; and each of such statements (including the related notes, where applicable) has been, and the financial statements to be filed by Parent with the SEC after the date of this Agreement will be, were prepared in accordance with GAAP consistently applied on a consistent basis during the periods involved, involved (except as may be indicated in the notes thereto or, in the case of the unaudited statements, as permitted by Rule 10-01 of Regulation S-X of the SEC. KPMG LLP is an independent registered public accounting firm ) and fairly present, and in the case of financial statements filed following the date hereof will fairly present, in all material respects in accordance with respect applicable requirements of GAAP (subject, in the case of the unaudited statements, to normal year-end audit adjustments) the financial position of Parent and has not resigned or been dismissed its consolidated Subsidiaries as independent registered public accountants of Parenttheir respective dates and the results of operations and the cash flows of Parent and its consolidated Subsidiaries for the periods presented therein. (ciii) Since January 1Parent makes and keeps books, 2007records, (Aand accounts and has devised and maintains a system of internal controls, in each case as required pursuant to Section 13(b)(2) under the exercise price of each Exchange Act. Parent Option has been no less than the Fair Market Value established and maintains disclosure controls and procedures and internal control over financial reporting (as such terms are defined or determined in paragraphs (e) and (f), respectively, of Rule 13a-15 under the terms Exchange Act) as required by Rule 13a-15 under the Exchange Act and the applicable listing standards of the respective Nasdaq. Such disclosure controls and procedures are reasonably designed to ensure that all material information required to be disclosed by Parent Benefit Plan in the reports that it files under which such Parent Option was granted) the Exchange Act are recorded, processed, summarized and reported within the time periods specified in the rules and forms of a Parent ADS as determined on the date of grant of such Parent OptionSEC, and (B) that all grants such material information is accumulated and communicated to its management as appropriate to allow timely decisions regarding required disclosure and to make the certifications required pursuant to Sections 302 and 906 of Parent Options were validly issued and properly approved by the Board Xxxxxxxx-Xxxxx Act of Directors of Parent (or a duly authorized committee or subcommittee thereof) in material compliance with Applicable Law and recorded in Parent’s financial statements referred to in Section 4.7(b) in accordance with GAAP2002, as amended, and no such grants involved any “back dating” or similar practices with respect to the effective date of grant or exercise price, except as, individually or in rules and regulations promulgated thereunder the aggregate, has not had and would not be reasonably likely to have or result in a Parent Material Adverse EffectXxxxxxxx-Xxxxx Act.

SEC Documents. (a1) Parent has timely filed with the SEC or furnished to (as applicable) all reports, schedules, forms, statements and other documents (including exhibits and any amendments thereto) required to be so filed or furnished (as applicable) by it since January 1, 2010 pursuant to Sections 13(a), 14(a) and 15(d) of the Exchange Act, and has made available to the Company each registration statement, report, proxy statement or information statement (other than preliminary materials) it has so filed, each in the form (including exhibits and any amendments thereto) filed Parent with the SEC pursuant to the Exchange Act and the Securities Act on or prior to the date of this Agreement (collectively, the “Parent ReportsSEC Documents”). True, correct, and complete copies of all the Parent SEC Documents are publicly available on Electronic Data Gathering Analysis and Retrieval. As of its their respective datedates or, each if amended prior to the date of this Agreement, as of the date of the last such amendment, the Parent Report SEC Documents (i) complied were prepared in all material respects in accordance with the applicable requirements of each of the Exchange Act or the Securities Act, the Xxxxxxxx-Xxxxx Act and other Applicable Law, as the case may be, and, in each case, the applicable rules and regulations of the to such Parent SEC thereunder Documents and (ii) did not not, at the time they were filed, or, if amended prior to the date of this Agreement, as of the date of such amendment, contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary in order to make the statements made therein, in the light of the circumstances under which they were made, not misleading except for such statements, misleading. None of the Parent SEC Documents is the subject of ongoing SEC review or outstanding SEC investigation and there are no outstanding or unresolved comments received from the SEC with respect to any of the Parent SEC Documents. (2) The consolidated financial statements (including all related notes thereto) of Parent included in the Parent SEC Documents (if anyamended, as have been corrected by subsequent filings with of the SEC date of the last such amendment filed prior to the date hereof. of this Agreement) (bthe “Parent SEC Financial Statements”) Each of the consolidated balance sheets included in or incorporated by reference into the Parent Reports (including the related notes and schedules) fairly presents comply in all material respects (subject, in the case of unaudited statements, as to recurring audit adjustments normal in nature and amount) the consolidated financial position of Parent and its Subsidiaries as of its date, and each of the consolidated statements of operations, cash flows and changes in shareholders’ equity included in or incorporated by reference into the Parent Reports (including any related notes and schedules) fairly presents in all material respects (subject, in the case of unaudited statements, to recurring audit adjustments normal in nature and amount) the results of operations, cash flows or changes in shareholders’ equity, as the case may be, of Parent and its Subsidiaries for the periods set forth therein; each of such statements (including the related notes, where applicable) complies, and the financial statements to be filed by Parent with the SEC after the date of this Agreement will comply, form with applicable accounting requirements and with the published rules and regulations of the SEC with respect thereto; . The Parent SEC Financial Statements fairly present, in all material respects, the consolidated financial position of Parent and each of such statements (including its consolidated Subsidiaries, as at the related notes, where applicable) has beenrespective dates thereof, and the financial statements to be filed by Parent with consolidated results of their operations and their consolidated cash flows for the SEC after the date of this Agreement will be, prepared in accordance with GAAP consistently applied during the respective periods involved, except as indicated in the notes thereto orthen ended (subject, in the case of the unaudited statements, to normal year-end audit adjustments and to the absence of information or notes not required by GAAP to be included in interim financial statements), all in conformity with GAAP (except as permitted by Rule 10-01 of Regulation S-X of the SEC. KPMG LLP is an independent registered public accounting firm or, with respect to Parent and has not resigned pro forma information, subject to the qualifications stated therein) applied on a consistent basis during the periods involved (except as may be indicated therein or been dismissed as independent registered public accountants of Parentin the notes thereto). (c3) Since January 1Except for matters reflected or reserved against in the unaudited balance sheet of Parent dated as of March 31, 20072020 contained in the Parent SEC Documents filed prior to the date hereof (including in the notes thereto) (the “Parent Balance Sheet”), (A) neither Parent nor any of its Subsidiaries has any material obligations or liabilities of a nature that would have been required to be disclosed on the exercise price of each Parent Option has been no less than the Fair Market Value (as defined or determined under the terms face of the respective Parent Benefit Plan under which such Parent Option was granted) of a Parent ADS as determined on the date of grant of such Parent Option, and (B) all grants of Parent Options were validly issued and properly approved by the Board of Directors of Parent (or a duly authorized committee or subcommittee thereof) in material compliance with Applicable Law and recorded in Parent’s financial statements referred to in Section 4.7(b) Balance Sheet in accordance with GAAP, except for obligations and no such grants involved any “back dating” or similar practices with respect to liabilities that: (i) were incurred since the effective date of grant or exercise price, except as, individually or the Parent Balance Sheet in the aggregate, has not had and Ordinary Course of Business consistent with past practice; (ii) are incurred in connection with the transactions contemplated by this Agreement; or (iii) would not reasonably be reasonably likely expected to have materially impair the ability of Parent or result in a Parent Material Adverse Effectthe Purchaser to consummate the transactions contemplated hereunder.

SEC Documents. (a) Parent has timely filed with the SEC all documents (including exhibits and any amendments thereto) required to be so filed by it since January 1, 2010 pursuant to Sections 13(a), 14(a) and 15(d) of the Exchange Act, and Buyer has made available to Seller (via the Company XXXXX system) a true and complete copy of each registration statementform, report, proxy statement, schedule, prospectus, proxy, registration statement or information statement (and other than preliminary materials) it has so filed, each in the form (including exhibits and any amendments thereto) document filed by Buyer with the SEC since its initial registration of the Buyer’s units (collectively, the “Parent ReportsBuyer SEC Documents”). As Each of its the Buyer SEC Documents has been timely filed and, as of their respective datedates, each Parent Report (i) of the Buyer SEC Documents, as amended, complied as to form in all material respects in accordance with the applicable requirements of each of the Securities Act or the Exchange Act, the Xxxxxxxx-Xxxxx Act and or any other Applicable applicable Law, as the case may be, and, in each case, to the extent applicable rules to such Buyer SEC Documents, and regulations none of the Buyer SEC thereunder and (ii) did not contain Documents contained, when filed or, if amended, as of the date of such amendment with respect to those disclosures that are amended, any 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 made therein, in the light of the circumstances under which they were made, not misleading except for such statementsmisleading. Buyer has timely filed each report, if anystatement, as have been corrected by subsequent filings schedule, prospectus, and registration statement that Buyer was required to file with the SEC prior since its inception. Buyer has made available (including via the XXXXX system) to Seller all material correspondence between the date hereofSEC on the one hand, and Buyer or any of its subsidiaries, on the other hand, since the initial registration of the Buyer’s units. There are no material outstanding or unresolved comments in comment letters from the SEC staff with respect to any of the Buyer SEC Documents. None of the Buyer SEC Documents is the subject of ongoing SEC review or outstanding SEC comment and neither the SEC nor any other Governmental Body is conducting any investigation or review of any Buyer SEC Document. (b) Each The financial statements of the consolidated balance sheets Buyer included in or incorporated by reference into the Parent Reports (including Buyer SEC Documents complied, and in the related notes and schedules) fairly presents case of financial statements filed following the Execution Date will comply, as to form in all material respects (subject, in the case of unaudited statements, to recurring audit adjustments normal in nature and amount) the consolidated financial position of Parent and its Subsidiaries as of its date, and each with Regulation S-X of the consolidated statements of operationsSEC, cash flows and changes in shareholders’ equity included in or incorporated by reference into the Parent Reports (including any related notes and schedules) fairly presents were prepared in all material respects (subject, in the case of unaudited statements, to recurring audit adjustments normal in nature and amount) the results of operations, cash flows or changes in shareholders’ equity, as the case may be, of Parent and its Subsidiaries for the periods set forth therein; each of such statements (including the related notes, where applicable) complies, and the financial statements to be filed by Parent with the SEC after the date of this Agreement will comply, with applicable accounting requirements and with the published rules and regulations of the SEC with respect thereto; and each of such statements (including the related notes, where applicable) has been, and the financial statements to be filed by Parent with the SEC after the date of this Agreement will be, prepared in accordance with GAAP consistently applied on a consistent basis during the periods involved, involved (except as may be indicated in the notes thereto or, in the case of the unaudited statements, as permitted by Rule 10-01 of Regulation S-X of the SEC. KPMG LLP is an independent registered public accounting firm ) and fairly present, and in the case of financial statements filed following the Execution Date will fairly present, in all material respects in accordance with respect applicable requirements of GAAP (subject, in the case of the unaudited statements, to Parent normal year-end audit adjustments) the financial position of Buyer as of their respective dates and has not resigned or been dismissed as independent registered public accountants the results of Parentoperations and the cash flows of Buyer for the periods presented therein. (c) Since January 1Xxxxx makes and keeps books, 2007records and accounts and has devised and maintains a system of internal controls, (Ain each case, as required pursuant to Section 13(b)(2) under the exercise price of each Parent Option Exchange Act. Buyer has been no less than the Fair Market Value established and maintains disclosure controls and procedures and internal control over financial reporting (as such terms are defined or determined in paragraphs (e) and (f), respectively, of Rule 13a-15 under the terms Exchange Act) as required by Rule 13a-15 under the Exchange Act and the applicable listing standards of the respective Parent Benefit Plan NYSE American LLC (“NYSE American”). Such disclosure controls and procedures are reasonably designed to ensure that all material information required to be disclosed by Buyer in the reports that it files under which such Parent Option was granted) the Exchange Act are recorded, processed, summarized and reported within the time periods specified in the rules and forms of a Parent ADS as determined on the date of grant of such Parent OptionSEC, and (B) that all grants such material information is accumulated and communicated to its management as appropriate to allow timely decisions regarding required disclosure and to make the certifications required pursuant to Sections 302 and 906 of Parent Options were validly issued and properly approved by the Board Xxxxxxxx-Xxxxx Act of Directors of Parent (or a duly authorized committee or subcommittee thereof) in material compliance with Applicable Law and recorded in Parent’s financial statements referred to in Section 4.7(b) in accordance with GAAP2002, as amended, and no such grants involved any “back dating” or similar practices with respect to the effective date of grant or exercise price, except as, individually or in the aggregate, has not had rules and would not be reasonably likely to have or result in a Parent Material Adverse Effectregulations promulgated thereunder.

SEC Documents. (a) Parent Acquiror has timely filed with the SEC all documents (including exhibits and any amendments thereto) required to be so filed by it since January 1, 2010 pursuant to Sections 13(a), 14(a) and 15(d) of the Exchange Act, and has made available to the Company true and complete copies of each registration statement, report, proxy statement or information statement (statement, form, report and other than preliminary materials) documents required to be filed by it has so filed, each in the form (including exhibits and any amendments thereto) filed with the SEC since January 1, 1995 (collectively, the “Parent "Acquiror SEC Reports”"). As of its their respective datedates, each Parent Report the Acquiror SEC Reports (i) complied complied, or, with respect to those not yet filed, will comply, in all material respects in accordance with the applicable requirements of each of the Securities Act and the Exchange Act, the Xxxxxxxx-Xxxxx Act and other Applicable Law, as the case may be, and, in each case, the applicable rules and regulations of the SEC thereunder and (ii) did not, or, with respect to those not yet filed, will 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 made therein, in the light of the circumstances under which they were made, not misleading except for such statements, if any, as have been corrected by subsequent filings with the SEC prior to the date hereofmisleading. (b) Each of the consolidated balance sheets included in or incorporated by reference into the Parent Acquiror SEC Reports (including the related notes and schedules) fairly presents fairly, in all material respects (subjectrespects, in the case of unaudited statements, to recurring audit adjustments normal in nature and amount) the consolidated financial position of Parent Acquiror and its consolidated Subsidiaries as of its date, and each of the consolidated statements of operationsincome, retained earnings and cash flows and changes in shareholders’ equity of Acquiror included in or incorporated by reference into the Parent Acquiror SEC Reports (including any the related notes and schedules) fairly presents fairly, in all material respects respects, the results of operations, retained earnings or cash flows, as the case may be, of Acquiror and its Subsidiaries for the periods set forth therein (subject, in the case of unaudited statements, to recurring normal year-end audit adjustments normal adjustments), in nature and amount) the results of operations, cash flows or changes in shareholders’ equity, as the each case may be, of Parent and its Subsidiaries for the periods set forth therein; each of such statements (including the related notes, where applicable) complies, and the financial statements to be filed by Parent with the SEC after the date of this Agreement will comply, with applicable accounting requirements and with the published rules and regulations of the SEC with respect thereto; and each of such statements (including the related notes, where applicable) has been, and the financial statements to be filed by Parent with the SEC after the date of this Agreement will be, prepared in accordance with GAAP consistently applied during the periods involved, except as indicated in the notes thereto or, in the case of unaudited statements, as permitted by Rule 10-01 of Regulation S-X of the SEC. KPMG LLP is an independent registered public accounting firm with respect to Parent and has not resigned or been dismissed as independent registered public accountants of Parentmay be noted therein. (c) Since January 1Except as set forth in Section 4.8(c) of the Acquiror Disclosure Schedule and except as set forth in the Acquiror SEC Reports, 2007neither Acquiror nor any of its Subsidiaries has any liabilities or obligations of any nature (whether accrued, absolute, contingent or otherwise) that would be required to be reflected on, or reserved against in, a balance sheet of Acquiror or in the notes thereto, prepared in accordance with GAAP consistently applied, except for (i) liabilities or obligations that were so reserved on, or reflected in (including the notes to), the consolidated balance sheet of Acquiror as of September 30, 1998, (Aii) liabilities or obligations arising in the exercise price ordinary course of each Parent Option has been no less than the Fair Market Value business (as defined or determined under the terms of the respective Parent Benefit Plan under which such Parent Option was grantedincluding trade indebtedness) of a Parent ADS as determined on the date of grant of such Parent Optionsince September 30, 1998, and (Biii) all grants of Parent Options were validly issued and properly approved by the Board of Directors of Parent (liabilities or a duly authorized committee or subcommittee thereof) in material compliance with Applicable Law and recorded in Parent’s financial statements referred to in Section 4.7(b) in accordance with GAAP, and no such grants involved any “back dating” or similar practices with respect to the effective date of grant or exercise price, except asobligations which would not, individually or in the aggregate, has not had and would not be reasonably likely to have or result in a Parent Material Adverse Effect.

SEC Documents. (a) Parent has timely filed with the SEC all documents (including exhibits and any amendments thereto) required to be so filed by it since January 1, 2010 pursuant to Sections 13(a), 14(a) and 15(d) of the Exchange ActSEC, and has heretofore made available to the Company each registration statement(by public filing with the SEC or otherwise) true and complete copies of, reportall reports, proxy statement or information statement (schedules, forms, statements and other than preliminary materials) it has so filed, each in the form (including exhibits and any amendments thereto) documents required to be filed with the SEC by Parent since December 31, 2000 (collectively, the “Parent Reports”"PARENT SEC DOCUMENTS"). Parent does not have any outstanding and unresolved comments from the SEC with respect to any of the Parent SEC Documents, nor has it received letters requesting information or otherwise inquiring as to any matters affecting Parent or Parent L.P. which have not been adequately addressed. None of the Parent SEC Documents is the subject of any confidential treatment request by Parent. (b) As of its respective date, each Parent Report (i) SEC Document complied in all material respects in accordance with the applicable requirements of each of the Exchange Act or the Securities Act, the Xxxxxxxx-Xxxxx Act and other Applicable Law, as the case may be, andthe Sarbanes-Oxley Act, in each caseas and to the extent applicable thereto, the applicable rules and xxx xxxxx xxx regulations of the SEC promulgated thereunder applicable to such Parent SEC Document. Except to the extent that information contained in any Parent SEC Document filed and (ii) did not contain publicly available prior to the date of this Agreement has been revised or superseded by a later filed Parent SEC Document, none of the Parent SEC Documents 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 made therein, in the light of the circumstances under which they were made, not misleading except for such statements, if any, as have been corrected by subsequent filings with the SEC prior to the date hereof. (b) Each misleading. The financial statements of the consolidated balance sheets Parent included in or incorporated by reference into the Parent Reports (including the related notes and schedules) fairly presents SEC Documents comply as to form in all material respects with applicable accounting requirements and the published rules and regulations of the SEC with respect thereto, have been prepared in accordance with GAAP (except, in the case of unaudited statements, and to the extent as permitted by Form 10-Q of the SEC) applied on a consistent basis during the periods involved (except as and to the extent may be indicated in the notes thereto) and fairly present the financial position of Parent and the Parent Subsidiaries as of the dates thereof and the results of its operations and cash flows for the periods shown (subject, in the case of unaudited statements, to recurring normal year-end audit adjustments normal in nature and amount) adjustments). Each of the consolidated financial position principal executive officer of Parent and its Subsidiaries as the principal financial officer of its date, and Parent (or each of the consolidated statements of operations, cash flows and changes in shareholders’ equity included in or incorporated by reference into the Parent Reports (including any related notes and schedules) fairly presents in all material respects (subject, in the case of unaudited statements, to recurring audit adjustments normal in nature and amount) the results of operations, cash flows or changes in shareholders’ equity, as the case may be, former principal executive officer of Parent and its Subsidiaries for the periods set forth therein; each former principal financial officer of such statements (including the related notesParent, where as applicable) complies, has made the certifications required by Sections 302 and 906 of the Sarbanes-Oxley Act and the financial statements to be filed by Parent with the SEC after the date of this Agreement will comply, with applicable accounting requirements and with the published rules and regulations of the SEC with respect thereto; and each of such statements (including the related notes, where applicable) has been, and the financial statements to be filed by Parent with the SEC after the date of this Agreement will be, prepared in accordance with GAAP consistently applied during the periods involved, except as indicated in the notes thereto or, in the case of unaudited statements, as permitted by Rule 10-01 of Regulation S-X of the SEC. KPMG LLP is an independent registered public accounting firm promxxxxxxx xxxxxxnder with respect to Parent and has not resigned or been dismissed as independent registered public accountants of Parent. (c) Since January 1, 2007, (A) 's filings pursuant to the exercise price of each Parent Option has been no less than the Fair Market Value (as defined or determined under the terms Exchange Act. For purposes of the respective Parent Benefit Plan under which preceding sentence, "PRINCIPAL EXECUTIVE OFFICER" and "PRINCIPAL FINANCIAL OFFICER" shall have the meanings given to such Parent Option was granted) of a Parent ADS as determined on the date of grant of such Parent Option, and (B) all grants of Parent Options were validly issued and properly approved by the Board of Directors of Parent (or a duly authorized committee or subcommittee thereof) in material compliance with Applicable Law and recorded in Parent’s financial statements referred to in Section 4.7(b) in accordance with GAAP, and no such grants involved any “back dating” or similar practices with respect to the effective date of grant or exercise price, except as, individually or terms in the aggregate, has not had and would not be reasonably likely to have or result in a Parent Material Adverse EffectSarbanes-Oxley Act.

SEC Documents. (a) Parent The Company has timely filed with the SEC all documents (including exhibits forms, documents, schedules, certifications, prospectuses, reports, and any amendments thereto) registration, proxy and other statements, required to be so filed or furnished by it with or to the SEC since January 1December 31, 2010 2007 pursuant to Sections 13(a)the requirements of the Securities Act, 14(a) and 15(d) of the Exchange Act, and has made available to the Company each registration statement, report, proxy statement or information statement (other than preliminary materials) it has so filed, each in the form (including exhibits and any amendments thereto) filed with the SEC (collectively, the “Parent Reports”). As of its respective date, each Parent Report (i) complied in all material respects in accordance with the applicable requirements of each of the Exchange Act, the Xxxxxxxx-Xxxxx Act and other Applicable LawAct, as the case may be, and, in each case, and the applicable rules and regulations promulgated thereunder (the “Company SEC Documents”), which term shall include such documents filed during such period on a voluntary basis on Form 8-K, and in each case including exhibits and schedules thereto and documents incorporated by reference therein. None of the Company Subsidiaries is required to file periodic reports with the SEC thereunder pursuant to the Exchange Act. As of their respective effective dates (in the case of Company SEC Documents that are registration statements filed pursuant to the requirements of the Securities Act), and as of their respective filing dates with the SEC (ii) did not contain in the case of all other Company SEC Documents), or in each case, if amended prior to the date hereof, as of the date of the last such amendment, the Company SEC Documents complied in all material respects, and all documents filed by the Company between the date of this Agreement and the date of the Equity Closing shall comply in all material respects, with the requirements of the Securities Act, the Exchange Act or the Xxxxxxxx-Xxxxx Act, as the case may be, and the applicable rules and regulations promulgated thereunder, and none of the Company SEC Documents at the time they were filed or, if amended, as of the date of such amendment contained, or if filed after the date hereof will contain, any untrue statement of a material fact or omit omitted to state a any material fact required to be stated therein or necessary to make the statements made therein, in the light of the circumstances under which they were made, or are to be made, not misleading except for such statementsmisleading. The Company has made available to Parent a complete and correct copy of any material amendments or modifications which, if anyto the Company’s Knowledge, as are required to be filed with the SEC, but have not yet been filed with the SEC, with respect to (i) agreements which previously have been corrected filed by subsequent filings the Company with the SEC pursuant to the Securities Act or the Exchange Act and (ii) the Company SEC Documents filed prior to the date hereof. As of the date of this Agreement, there are no outstanding or unresolved comments received from the SEC staff with respect to the Company SEC Documents. (b) Each of The consolidated financial statements (as restated prior to the consolidated balance sheets included in or incorporated by reference into the Parent Reports (date hereof, if applicable, and including the all related notes and schedules) of the Company included in the Company SEC Documents fairly presents present in all material respects the consolidated financial position of the Company and its consolidated subsidiaries as at the respective dates thereof and their consolidated results of operations and consolidated cash flows for the respective periods then ended (subject, in the case of the unaudited statements, to recurring normal year-end audit adjustments normal and to any other adjustments described therein including the notes thereto) in nature and amount) the consolidated financial position of Parent and its Subsidiaries as of its date, and each of the consolidated statements of operations, cash flows and changes in shareholders’ equity included in or incorporated by reference into the Parent Reports conformity with GAAP (including any related notes and schedules) fairly presents in all material respects (subjectexcept, in the case of unaudited statements, to recurring audit adjustments normal in nature and amount) the results of operations, cash flows or changes in shareholders’ equity, as the case may be, of Parent and its Subsidiaries for the periods set forth therein; each of such statements (including the related notes, where applicable) complies, and the financial statements to be filed by Parent with the SEC after the date of this Agreement will comply, with applicable accounting requirements and with the published rules and regulations of the SEC with respect thereto; and each of such statements (including the related notes, where applicable) has been, and the financial statements to be filed by Parent with the SEC after the date of this Agreement will be, prepared in accordance with GAAP consistently applied during the periods involved, except as indicated in the notes thereto or, in the case of unaudited statements, as permitted by Rule the rules related to Quarterly Reports on Form 10-01 of Regulation S-X of the SEC. KPMG LLP is an independent registered public accounting firm with respect to Parent and has not resigned or been dismissed as independent registered public accountants of Parent. (c) Since January 1, 2007, (A) the exercise price of each Parent Option has been no less than the Fair Market Value (as defined or determined Q promulgated under the terms of Exchange Act) applied on a consistent basis during the respective Parent Benefit Plan under which such Parent Option was granted) of a Parent ADS periods involved (except as determined on the date of grant of such Parent Option, and (B) all grants of Parent Options were validly issued and properly approved by the Board of Directors of Parent (or a duly authorized committee or subcommittee thereof) in material compliance with Applicable Law and recorded in Parent’s financial statements referred to in Section 4.7(b) in accordance with GAAP, and no such grants involved any “back dating” or similar practices with respect to the effective date of grant or exercise price, except as, individually may be indicated therein or in the aggregate, has not had and would not be reasonably likely to have or result in a Parent Material Adverse Effectnotes thereto).

SEC Documents. A complete list of the registration statements of Tuckxx xxxed with the United States Securities and Exchange Commission (a"SEC") Parent has timely in connection with Tuckxx'x xxxtial public offering of Tuckxx Xxxmon Stock, and all exhibits, amendments and supplements thereto (the "Tuckxx Xxxistration Statement"), and each (A) registration statement, (B) annual report on Form 10-K, (C) quarterly report on Form 10-Q, (D) current report on Form 8-K, (E) proxy statement or information statement, and (F) other reports filed with the SEC all documents (including exhibits and any amendments thereto) required to be so filed by it since January 1, 2010 pursuant to Sections 13(a), 14(a) and 15(d) the requirements of the Exchange ActAct (in all such cases, including all exhibits, amendments and supplements thereto), prepared by Tuckxx xx any of the Tuckxx Xxxsidiaries or relating to properties of Tuckxx xx the Tuckxx Xxxsidiaries (including registration statements covering mortgage pass-through certificates) since the effective date of the Tuckxx Xxxistration Statement, is set forth in Section 5.7 of the Tuckxx Xxxclosure Letter, and has made available to the Company each registration statementcopies of such documents, report, proxy statement or information statement (other than preliminary materials) it has so filed, each in the form (including exhibits and any amendments thereto) filed with the SEC SEC, have previously been provided or made available to Bradxxx xx its counsel (collectively, the “Parent Reports”"Tuckxx Xxxorts"). The Tuckxx Xxxorts were filed with the SEC in a timely manner and constitute all forms, reports and documents required to be filed by Tuckxx xxxer the Securities Act, the Exchange Act and the rules and regulations promulgated thereunder (the "Securities Laws"). As of its their respective datedates, each Parent Report the Tuckxx Xxxorts (i) complied as to form 12 18 in all material respects in accordance with the applicable requirements of each of the Exchange Act, the Xxxxxxxx-Xxxxx Act and other Applicable Law, as the case may be, and, in each case, the applicable rules and regulations of the SEC thereunder Securities Laws and (ii) did 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 made therein, in the light of the circumstances under which they were made, not misleading except for such statements, if any, as have been corrected by subsequent filings with the SEC prior to the date hereof. (b) misleading. Each of the consolidated balance sheets included of Tuckxx xxxluded in or incorporated by reference into the Parent Reports Tuckxx Xxxorts (including the related notes and schedules) fairly presents the consolidated financial position of Tuckxx xxx the Tuckxx Xxxsidiaries as of its date and each of the consolidated statements of income, retained earnings and cash flows of Tuckxx xxxluded in all material respects or incorporated by reference into the Tuckxx Xxxorts (including any related notes and schedules) fairly presents the results of operations, retained earnings or cash flows, as the case may be, of Tuckxx xxx the Tuckxx Xxxsidiaries for the periods set forth therein (subject, in the case of unaudited statements, to recurring normal year-end audit adjustments normal which would not be material in nature and amount) the consolidated financial position of Parent and its Subsidiaries as of its date, and each of the consolidated statements of operations, cash flows and changes in shareholders’ equity included in amount or incorporated by reference into the Parent Reports (including any related notes and schedules) fairly presents in all material respects (subjecteffect), in the each case of unaudited statements, to recurring audit adjustments normal in nature and amount) the results of operations, cash flows or changes in shareholders’ equity, as the case may be, of Parent and its Subsidiaries for the periods set forth therein; each of such statements (including the related notes, where applicable) complies, and the financial statements to be filed by Parent with the SEC after the date of this Agreement will comply, with applicable accounting requirements and with the published rules and regulations of the SEC with respect thereto; and each of such statements (including the related notes, where applicable) has been, and the financial statements to be filed by Parent with the SEC after the date of this Agreement will be, prepared in accordance with GAAP generally accepted accounting principles consistently applied during the periods involved, except as indicated in the notes thereto ormay be noted therein and except, in the case of the unaudited statements, as permitted by Rule Form 10-01 of Regulation S-X Q of the SEC. KPMG LLP is an independent registered public accounting firm with respect Except as and to Parent and has not resigned the extent set forth on the consolidated balance sheet of Tuckxx xxx the Tuckxx Xxxsidiaries at December 31, 1994, including all notes thereto, or been dismissed as independent registered public accountants of Parent. (c) Since January 1, 2007, (A) set forth in the exercise price of each Parent Option has been no less than the Fair Market Value (as defined Tuckxx Xxxorts or determined under the terms in Section 5.7 of the respective Parent Benefit Plan under which such Parent Option was grantedTuckxx Xxxclosure Letter, neither Tuckxx xxx any of the Tuckxx Xxxsidiaries has any material liabilities or obligations of any nature (whether accrued, absolute, contingent or otherwise) that would be required to be reflected on, or reserved against in, a balance sheet of a Parent ADS as determined on Tuckxx xx in the date of grant of such Parent Optionnotes thereto, and (B) all grants of Parent Options were validly issued and properly approved by the Board of Directors of Parent (or a duly authorized committee or subcommittee thereof) in material compliance with Applicable Law and recorded in Parent’s financial statements referred to in Section 4.7(b) prepared in accordance with GAAP, and no such grants involved any “back dating” or similar practices with respect to the effective date of grant or exercise pricegenerally accepted accounting principles consistently applied, except as, individually or liabilities arising in the aggregateordinary course of business since such date and liabilities for expenses of attorneys, has not had accountants and would not be reasonably likely to have or result investment bankers incurred in a Parent Material Adverse Effectconnection with the Merger.

SEC Documents. (ai) Parent has timely filed with the SEC all documents (including exhibits and any amendments thereto) required to be so filed by it since January 1, 2010 pursuant to Sections 13(a), 14(a) and 15(d) of the Exchange Act, and has made available to the Company a true and complete copy of each report, schedule, registration statement, report, definitive proxy statement or information statement and exhibit to the foregoing documents filed by Parent with the SEC since December 31, 2001 (the "Parent SEC Documents"), which are all the documents (other than preliminary materialsmaterial) it has so filed, each in the form (including exhibits and any amendments thereto) filed that Parent was required to file with the SEC (collectivelysince December 31, the “Parent Reports”)2001. As of its their respective datedates, each Parent Report (i) SEC Documents complied in all material respects in accordance with the applicable requirements of each of the Securities Act or the Exchange Act, the Xxxxxxxx-Xxxxx Act and other Applicable Law, as the case may be, and, in each case, and the applicable rules and regulations of the SEC thereunder applicable to such Parent SEC Documents, and (ii) did not contain none of the Parent SEC Documents contained any untrue statement of a material fact or omit omitted to state a material fact required to be stated therein or necessary to make the statements made therein, in the light of the circumstances under which they were made, not misleading except for such statementsmisleading. None of the Subsidiaries of Parent is required to file any forms, if any, as have been corrected by subsequent filings reports or other documents with the SEC prior pursuant to the date hereof. (bSection 13(a) Each or 15(d) of the consolidated balance sheets Exchange Act. The financial statements of Parent included in or incorporated by reference into the Parent Reports (including SEC Documents were prepared from the related notes books and schedules) fairly presents records of Parent and its Subsidiaries, complied as to form in all material respects (subject, in the case of unaudited statements, to recurring audit adjustments normal in nature and amount) the consolidated financial position of Parent and its Subsidiaries as of its date, and each of the consolidated statements of operations, cash flows and changes in shareholders’ equity included in or incorporated by reference into the Parent Reports (including any related notes and schedules) fairly presents in all material respects (subject, in the case of unaudited statements, to recurring audit adjustments normal in nature and amount) the results of operations, cash flows or changes in shareholders’ equity, as the case may be, of Parent and its Subsidiaries for the periods set forth therein; each of such statements (including the related notes, where applicable) complies, and the financial statements to be filed by Parent with the SEC after the date of this Agreement will comply, with applicable accounting requirements and with the published rules and regulations of the SEC with respect thereto; and each of such statements (including the related notes, where applicable) has been, and the financial statements to be filed by Parent with the SEC after the date of this Agreement will be, were prepared in accordance with GAAP consistently applied on a consistent basis during the periods involved, involved (except as may be indicated in the notes thereto or, in the case of the unaudited statements, as permitted by Rule 10-01 of Regulation S-X of the SEC) and fairly present in accordance with applicable requirements of GAAP (subject, in the case of the unaudited statements, to normal, recurring adjustments, none of which are material) the consolidated financial position of Parent and its consolidated Subsidiaries as of their respective dates and the consolidated results of operations and the consolidated cash flows of Parent and its consolidated Subsidiaries for the periods presented therein. KPMG LLP Except as disclosed in the Parent SEC Documents, there are no agreements, arrangements or understandings between Parent and any party who is at the date of this Agreement or was at any time prior to the date hereof but after December 31, 2001 an Affiliate of Parent that are required to be disclosed in the Parent SEC Documents. (ii) Parent has not received written notice from the SEC or any other Governmental Entity that any of its accounting policies or practices are or may be the subject of any review, inquiry, investigation or challenge by the SEC or any other Governmental Entity. Since December 31, 2001, Parent's independent registered public accounting firm has not informed Parent that it has any material questions, challenges or disagreements regarding or pertaining to Parent's accounting policies or practices. Since December 31, 2001, to the knowledge of Parent, no officer or director of Parent has received, or is entitled to receive, any material compensation from any entity that has engaged in or is engaging in any material transaction with respect to Parent or any Subsidiary of Parent. Set forth on Schedule 3.2(d) of the Parent Disclosure Schedule is a list of all off-balance sheet special purpose entities and financing arrangements of Parent and has not resigned or been dismissed as independent registered public accountants Subsidiaries of ParentCompany. (ciii) Since January 1With respect to each annual report on Form 10-K, 2007each quarterly report on Form 10-Q and each amendment of any such report included in the Parent SEC Documents, (A) the exercise price chief executive officer and chief financial officer of each Parent Option has been no less than have made all certifications required by the Fair Market Value (as defined or determined under Xxxxxxxx-Xxxxx Act and any related rules and regulations promulgated by the terms of SEC and the respective Parent Benefit Plan under which such Parent Option was granted) of a Parent ADS as determined on the date of grant of such Parent OptionNYSE, and (B) all grants of Parent Options were validly issued the statements contained in any such certifications are complete and properly approved by the Board of Directors of Parent (or a duly authorized committee or subcommittee thereof) in material compliance with Applicable Law and recorded in Parent’s financial statements referred to in Section 4.7(b) in accordance with GAAP, and no such grants involved any “back dating” or similar practices with respect to the effective date of grant or exercise price, except as, individually or in the aggregate, has not had and would not be reasonably likely to have or result in a Parent Material Adverse Effectcorrect.

SEC Documents. (ai) The Company has made available to Parent has timely complete and correct copies of all reports, schedules, forms, statements and other documents filed with or furnished to the SEC all documents (including exhibits and any amendments thereto) required to be so filed by it the Company since January 1, 2010 pursuant 2003 (together with all information incorporated therein by reference, the “SEC Documents”). Since January 1, 2003, the Company has filed with or furnished to Sections 13(a)the SEC each report, 14(a) and 15(d) 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 Exchange ActCompany 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 dates, each of the SEC Documents complied as to form in all material respects with the requirements of the Securities Act of 1933, as amended, and has made available to the Company each registration statement, report, proxy statement or information statement (other than preliminary materials) it has so filed, each in the form (including exhibits rules and any amendments thereto) filed with the SEC regulations promulgated thereunder (collectively, the “Parent ReportsSecurities Act”). As of its respective date, each Parent Report (i) complied in all material respects in accordance with the applicable requirements of each of and the Exchange Act, the Xxxxxxxx-Xxxxx Act and other Applicable Law, as the case may be, and, in each case, the applicable rules to such SEC Document, and regulations none of the SEC thereunder and (ii) did not contain Documents at the time it was filed or furnished contained any untrue statement of a material fact or omit omitted to state a material fact required to be stated therein or necessary in order to make the statements made therein, in the light of the circumstances under which they were made, not misleading except for such statements, if any, as have been corrected by subsequent filings with misleading. Except to the extent that information contained in any SEC Document filed and publicly available prior to the date hereof. of this Agreement (ba “Filed SEC Document”) Each has been revised or superseded by a later filed SEC Document, none of the consolidated balance sheets included 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 or incorporated by reference into order to make the Parent Reports (including the related notes and schedules) fairly presents in all material respects (subjectstatements therein, in light of the case circumstances under which they were made, not misleading. The Company has made available to Parent copies of unaudited statementsall comment letters received by the Company from the SEC since January 1, 2003, 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 outstanding or unresolved comments in such comment letters received by the Company from the SEC. As of the date of this Agreement, to recurring audit adjustments normal in nature and amount) the consolidated financial position of Parent and its Subsidiaries as of its date, and each knowledge of the consolidated statements Company none of operations, cash flows and changes in shareholders’ equity included in or incorporated the SEC Documents is the subject of any ongoing review by reference into the Parent Reports (including any related notes and schedules) fairly presents in all material respects (subject, in the case of unaudited statements, to recurring audit adjustments normal in nature and amount) the results of operations, cash flows or changes in shareholders’ equity, as the case may be, of Parent and its Subsidiaries for the periods set forth therein; each of such SEC. The financial statements (including the related notes) of the Company included in the SEC Documents complied, where applicable) compliesat the time the respective statements were filed, and the financial statements as to be filed by Parent form in all material respects with the SEC after the date of this Agreement will comply, with applicable accounting requirements and with the published rules and regulations of the SEC with respect thereto; and each of such statements (including the related notes, where applicable) has been, and the financial statements to have been or will be filed by Parent with the SEC after the date of this Agreement will be, prepared in accordance with GAAP consistently applied during the periods involved, except as indicated generally accepted accounting principles in effect from time to time in the notes thereto orUnited States of America (“GAAP”) (except, in the case of unaudited quarterly financial statements, as permitted by Rule Form 10-01 of Regulation S-X 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). KPMG LLP is an independent registered public accounting firm with respect Except to Parent and has not resigned the extent disclosed or been dismissed as independent registered public accountants of Parent. reserved against the Company’s most recent balance sheet (cincluding the notes thereto) Since January 1, 2007included in the Filed SEC Documents (the “Baseline Balance Sheet”), (A) the exercise price as of each Parent Option has been no less than the Fair Market Value (as defined or determined under the terms of the respective Parent Benefit Plan under which such Parent Option was granted) of a Parent ADS as determined on the date of grant this Agreement, the Company and its Subsidiaries have no material liabilities or obligations of such Parent Optionany nature (whether accrued, absolute, contingent or otherwise) and (B) all grants since the date of Parent Options were validly issued and properly approved by this Agreement, neither the Board Company nor any of Directors its Subsidiaries has any liabilities or obligations of Parent any nature (whether accrued, absolute, contingent or a duly authorized committee or subcommittee thereof) in material compliance with Applicable Law and recorded in Parent’s financial statements referred to in Section 4.7(b) in accordance with GAAPotherwise), and no such grants involved any “back dating” or similar practices except (with respect to the effective date of grant or exercise price, except asthis clause (B) only) for liabilities that, individually or in the aggregate, has are not had and would not be reasonably likely to have or result in a Parent Material Adverse Effect. (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 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 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 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. (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. (a) Parent has timely filed with the SEC all documents (including exhibits and any amendments thereto) required to be so filed by it since January 1, 2010 pursuant to Sections 13(a), 14(a) and 15(d) of the Exchange Act, and SPAC has made available to Seller (via the Company XXXXX system) a true and complete copy of each registration statementform, report, proxy statement, schedule, prospectus, proxy, registration statement or information statement (and other than preliminary materials) it has so filed, each in the form (including exhibits and any amendments thereto) document filed by SPAC with the SEC since its initial registration of the SPAC’s units (collectively, the “Parent ReportsSPAC SEC Documents”). As Each of its the SPAC SEC Documents has been timely filed and, as of their respective datedates, each Parent Report (i) of the SPAC SEC Documents, as amended, complied as to form in all material respects in accordance with the applicable requirements of each of the Securities Act or the Exchange Act, the Xxxxxxxx-Xxxxx Act and or any other Applicable applicable Law, as the case may be, and, in each case, to the extent applicable rules to such SPAC SEC Documents, and regulations none of the SPAC SEC thereunder and (ii) did not contain Documents contained, when filed or, if amended, as of the date of such amendment with respect to those disclosures that are amended, any 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 made therein, in the light of the circumstances under which they were made, not misleading except for such statementsmisleading. SPAC has timely filed each report, if anystatement, as have been corrected by subsequent filings schedule, prospectus, and registration statement that SPAC was required to file with the SEC prior since its inception. SPAC has made available (including via the XXXXX system) to Seller all material correspondence between the date hereofSEC on the one hand, and SPAC or any of its subsidiaries, on the other hand, since the initial registration of the SPAC’s units. There are no material outstanding or unresolved comments in comment letters from the SEC staff with respect to any of the SPAC SEC Documents. None of the SPAC SEC Documents is the subject of ongoing SEC review or outstanding SEC comment and neither the SEC nor any other Governmental Body is conducting any investigation or review of any SPAC SEC Document. (b) Each The financial statements of the consolidated balance sheets SPAC included in or incorporated by reference into the Parent Reports (including SPAC SEC Documents complied, and in the related notes and schedules) fairly presents case of financial statements filed following the Execution Date will comply, as to form in all material respects (subject, in the case of unaudited statements, to recurring audit adjustments normal in nature and amount) the consolidated financial position of Parent and its Subsidiaries as of its date, and each with Regulation S-X of the consolidated statements of operationsSEC, cash flows and changes in shareholders’ equity included in or incorporated by reference into the Parent Reports (including any related notes and schedules) fairly presents were prepared in all material respects (subject, in the case of unaudited statements, to recurring audit adjustments normal in nature and amount) the results of operations, cash flows or changes in shareholders’ equity, as the case may be, of Parent and its Subsidiaries for the periods set forth therein; each of such statements (including the related notes, where applicable) complies, and the financial statements to be filed by Parent with the SEC after the date of this Agreement will comply, with applicable accounting requirements and with the published rules and regulations of the SEC with respect thereto; and each of such statements (including the related notes, where applicable) has been, and the financial statements to be filed by Parent with the SEC after the date of this Agreement will be, prepared in accordance with GAAP consistently applied on a consistent basis during the periods involved, involved (except as may be indicated in the notes thereto or, in the case of the unaudited statements, as permitted by Rule 10-01 of Regulation S-X of the SEC. KPMG LLP is an independent registered public accounting firm ) and fairly present, and in the case of financial statements filed following the Execution Date will fairly present, in all material respects in accordance with respect applicable requirements of GAAP (subject, in the case of the unaudited statements, to Parent normal year-end audit adjustments) the financial position of SPAC as of their respective dates and has not resigned or been dismissed as independent registered public accountants the results of Parentoperations and the cash flows of SPAC for the periods presented therein. (c) Since January 1SPAC makes and keeps books, 2007records and accounts and has devised and maintains a system of internal controls, (Ain each case, as required pursuant to Section 13(b)(2) under the exercise price of each Parent Option Exchange Act. SPAC has been no less than the Fair Market Value established and maintains disclosure controls and procedures and internal control over financial reporting (as such terms are defined or determined in paragraphs (e) and (f), respectively, of Rule 13a-15 under the terms Exchange Act) as required by Rule 13a-15 under the Exchange Act and the applicable listing standards of the respective Parent Benefit Plan NYSE American LLC (“NYSE American”). Such disclosure controls and procedures are reasonably designed to ensure that all material information required to be disclosed by SPAC in the reports that it files under which such Parent Option was granted) the Exchange Act are recorded, processed, summarized and reported within the time periods specified in the rules and forms of a Parent ADS as determined on the date of grant of such Parent OptionSEC, and (B) that all grants such material information is accumulated and communicated to its management as appropriate to allow timely decisions regarding required disclosure and to make the certifications required pursuant to Sections 302 and 906 of Parent Options were validly issued and properly approved by the Board Xxxxxxxx-Xxxxx Act of Directors of Parent (or a duly authorized committee or subcommittee thereof) in material compliance with Applicable Law and recorded in Parent’s financial statements referred to in Section 4.7(b) in accordance with GAAP2002, as amended, and no such grants involved any “back dating” or similar practices with respect to the effective date of grant or exercise price, except as, individually or in the aggregate, has not had rules and would not be reasonably likely to have or result in a Parent Material Adverse Effectregulations promulgated thereunder.

SEC Documents. (a) Parent has timely made available to Company a true and complete copy of each statement, report, registration statement (with the prospectus in the form filed pursuant to Rule 424(b) of the Securities Act), definitive proxy statement, and other filing filed with the SEC all documents (including exhibits and any amendments thereto) required by Parent since June 23, 1999, and, prior to be so filed by it since January 1the Effective Time, 2010 pursuant to Sections 13(a), 14(a) and 15(d) of the Exchange Act, and has Parent will have made available to the Company each registration statement, report, proxy statement or information statement (other than preliminary materials) it has so filed, each in the form (including exhibits with true and complete copies of any amendments thereto) additional documents filed with the SEC by Parent prior to the Effective Time (collectively, the “"Parent Reports”SEC Documents"). All documents required to be filed as exhibits to the Parent SEC Documents have been so filed, and all material contracts so filed as exhibits are in full force and effect, except those which have expired in accordance with their terms, and neither Parent nor any of its subsidiaries is in default thereunder where default would not reasonably be expected to have a Material Adverse Effect on Parent. As of its their respective datefiling dates, each the Parent Report (i) SEC Documents complied in all material respects in accordance with the applicable requirements of each of the Exchange Act and the Securities Act, the Xxxxxxxx-Xxxxx Act and other Applicable Law, as the case may be, and, in each case, the applicable rules and regulations none of the Parent SEC thereunder and (ii) did not contain Documents contained any 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 made therein, in the light of the circumstances under in which they were made, not misleading misleading, except for such statements, if any, as have been to the extent corrected by subsequent filings with a subsequently filed Parent SEC Document. The financial statements of Parent, including the SEC prior to the date hereof. (b) Each of the consolidated balance sheets notes thereto, included in or incorporated by reference into the Parent Reports SEC Documents (including the related notes "Parent Financial Statements") were complete and schedules) fairly presents correct in all material respects (subject, in the case of unaudited statements, to recurring audit adjustments normal in nature and amount) the consolidated financial position of Parent and its Subsidiaries as of its datetheir respective dates, and each of the consolidated statements of operations, cash flows and changes in shareholders’ equity included in or incorporated by reference into the Parent Reports (including any related notes and schedules) fairly presents complied as to form in all material respects (subject, in the case of unaudited statements, to recurring audit adjustments normal in nature and amount) the results of operations, cash flows or changes in shareholders’ equity, as the case may be, of Parent and its Subsidiaries for the periods set forth therein; each of such statements (including the related notes, where applicable) complies, and the financial statements to be filed by Parent with the SEC after the date of this Agreement will comply, with applicable accounting requirements and with the published rules and regulations of the SEC with respect thereto; and each thereto as of such statements (including the related notes, where applicable) has beentheir respective dates, and the financial statements to be filed by Parent with the SEC after the date of this Agreement will be, have been prepared in accordance with GAAP consistently applied during on a basis consistent throughout the periods involved, indicated and consistent with each other (except as may be indicated in the notes thereto or, in the case of unaudited statementsstatements included in Quarterly Reports on Form 10-Qs, as permitted by Rule Form 10-01 of Regulation S-X Q of the SEC). KPMG LLP is an independent registered public accounting firm with respect to The Parent Financial Statements fairly present the consolidated financial condition and operating results of Parent and has not resigned or been dismissed as independent registered public accountants of Parent. its subsidiaries at the dates and during the periods indicated therein (c) Since January 1subject, 2007, (A) the exercise price of each Parent Option has been no less than the Fair Market Value (as defined or determined under the terms of the respective Parent Benefit Plan under which such Parent Option was granted) of a Parent ADS as determined on the date of grant of such Parent Option, and (B) all grants of Parent Options were validly issued and properly approved by the Board of Directors of Parent (or a duly authorized committee or subcommittee thereof) in material compliance with Applicable Law and recorded in Parent’s financial statements referred to in Section 4.7(b) in accordance with GAAP, and no such grants involved any “back dating” or similar practices with respect to the effective date of grant or exercise price, except as, individually or in the aggregatecase of unaudited statements, has not had and would not be reasonably likely to have or result in a Parent Material Adverse Effectnormal, recurring year-end adjustments).

SEC Documents. (a) Since September 1, 2003, Parent has timely filed with the SEC all required reports, schedules, forms, statements and other documents (including exhibits and any amendments thereto) required to be so filed by it since January 1, 2010 pursuant to Sections 13(a), 14(a) and 15(d) of the Exchange Act, and has made available to the Company each registration statement, report, proxy statement or information statement (other than preliminary materials) it has so filed, each in the form (including exhibits and any amendments thereto) filed with the SEC (collectivelysuch documents, together with all exhibits and schedules thereto and documents incorporated by reference therein, collectively referred to herein as the “"Parent Reports”SEC Documents"). As of its their respective datedates, each the Parent Report SEC Documents complied (ior will comply, in the case of Parent SEC Documents filed during the Closing Period) complied in all material respects in accordance with the applicable requirements of each the Securities Act, or the Securities Exchange Act of 1934, as amended (the "Exchange Act, the Xxxxxxxx-Xxxxx Act and other Applicable Law"), as the case may be, and, in each case, and the applicable rules and regulations of the SEC promulgated thereunder applicable to the Parent SEC Documents, and none of the Parent SEC Documents contained (iior will contain, in the case of Parent SEC Documents filed during the Closing Period) did not contain any untrue statement of a material fact or omit omitted to state a material fact required to be stated therein or necessary in order to make the statements made therein, in the light of the circumstances under which they were made, not misleading except for such statements, if anymisleading. The financial statements of Parent included in the Parent SEC Documents, as have been corrected by subsequent filings with of their respective dates, complied (or will comply, in the case of Parent SEC prior to Documents filed during the date hereof. (bClosing Period) Each of the consolidated balance sheets included in or incorporated by reference into the Parent Reports (including the related notes and schedules) fairly presents in all material respects with applicable accounting requirements and the published rules and regulations of the SEC with respect thereto, were prepared (or will be prepared, in the case of Parent SEC Documents filed during the Closing Period) in accordance with GAAP (except, in the case of unaudited statements, as permitted by Form 10 Q of the SEC) applied on a consistent basis during the periods involved (except as may be indicated in the notes thereto) and fairly present (or will fairly present, in the case of Parent SEC Documents filed during the Closing Period) the financial position of Parent and its consolidated 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 recurring normal year end audit adjustments normal in nature and amount) the consolidated financial position of Parent other adjustments described therein). No Purchaser Material Adverse Change has occurred subsequent to August 9, 2004 and its Subsidiaries as of its date, and each of the consolidated statements of operations, cash flows and changes in shareholders’ equity included in or incorporated by reference into the Parent Reports (including any related notes and schedules) fairly presents in all material respects (subject, in the case of unaudited statements, prior to recurring audit adjustments normal in nature and amount) the results of operations, cash flows or changes in shareholders’ equity, as the case may be, of Parent and its Subsidiaries for the periods set forth therein; each of such statements (including the related notes, where applicable) complies, and the financial statements to be filed by Parent with the SEC after the date of this Agreement will comply, with applicable accounting requirements and with the published rules and regulations of the that has not been either reflected in a Parent SEC with respect thereto; and each of such statements (including the related notes, where applicable) has been, and the financial statements to be Document filed by Parent with the SEC after prior to the date of this Agreement will be, prepared or disclosed to SHHC in accordance with GAAP consistently applied during the periods involved, except as indicated in the notes thereto or, in the case of unaudited statements, as permitted by Rule 10-01 of Regulation S-X of the SEC. KPMG LLP is an independent registered public accounting firm with respect to Parent and has not resigned or been dismissed as independent registered public accountants of Parentwriting. (c) Since January 1, 2007, (A) the exercise price of each Parent Option has been no less than the Fair Market Value (as defined or determined under the terms of the respective Parent Benefit Plan under which such Parent Option was granted) of a Parent ADS as determined on the date of grant of such Parent Option, and (B) all grants of Parent Options were validly issued and properly approved by the Board of Directors of Parent (or a duly authorized committee or subcommittee thereof) in material compliance with Applicable Law and recorded in Parent’s financial statements referred to in Section 4.7(b) in accordance with GAAP, and no such grants involved any “back dating” or similar practices with respect to the effective date of grant or exercise price, except as, individually or in the aggregate, has not had and would not be reasonably likely to have or result in a Parent Material Adverse Effect.

SEC Documents. (a) Parent Pan Pacific has timely filed with the SEC all reports, schedules, statements and other documents (including exhibits and any amendments thereto) required to be so filed by it Pan Pacific or any of its Subsidiaries with the SEC since January 1December 31, 2010 1997 (collectively, the "PAN PACIFIC SEC Reports"). As of their respective dates, with respect to Pan Pacific SEC Reports filed pursuant to Sections 13(a), 14(a) and 15(d) of the Exchange Act, and has made available as of their respective effective dates, as to Pan Pacific SEC Reports filed pursuant to the Company each Securities Act, the Pan Pacific SEC Reports and any registration statementstatements, reportreports, forms, proxy statement or information statement (statements and other than preliminary materials) it has so filed, each in the form (including exhibits and any amendments thereto) documents filed by Pan Pacific with the SEC (collectively, after the “Parent Reports”). As date of its respective date, each Parent Report this Agreement (i) complied complied, or, with respect to those not yet filed, will comply, in all material respects in accordance with the applicable requirements of each of the Securities Act and the Exchange Act, the Xxxxxxxx-Xxxxx Act and other Applicable Law, as the case may be, and, in each case, the applicable rules and regulations of the SEC thereunder and (ii) did not, or, with respect to those not yet filed, will 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 made therein, in the light of the circumstances under which they were made, not misleading except for such statements, if any, as have been corrected by subsequent filings with the SEC prior to the date hereofmisleading. (b) Each of the consolidated balance sheets included in or incorporated by reference into the Parent Pan Pacific SEC Reports (including the related notes and schedules) fairly presents fairly, in all material respects (subjectrespects, in the case of unaudited statements, to recurring audit adjustments normal in nature and amount) the consolidated financial position of Parent Pan Pacific and its consolidated Subsidiaries as of its date, and each of the consolidated statements of operationsincome, equity and cash flows and changes in shareholders’ equity of Pan Pacific included in or incorporated by reference into the Parent Pan Pacific SEC Reports (including any related notes and schedules) fairly presents fairly, in all material respects respects, the results of operations and cash flows, as the case may be, of Pan Pacific and its Subsidiaries for the periods set forth therein (subject, in the case of unaudited statements, to recurring normal year-end audit adjustments normal adjustments), in nature and amount) the results of operations, cash flows or changes in shareholders’ equity, as the each case may be, of Parent and its Subsidiaries for the periods set forth therein; each of such statements (including the related notes, where applicable) complies, and the financial statements to be filed by Parent with the SEC after the date of this Agreement will comply, with applicable accounting requirements and with the published rules and regulations of the SEC with respect thereto; and each of such statements (including the related notes, where applicable) has been, and the financial statements to be filed by Parent with the SEC after the date of this Agreement will be, prepared in accordance with GAAP consistently applied during the periods involved, except as indicated in the notes thereto or, in the case of unaudited statements, as permitted by Rule 10-01 of Regulation S-X of the SEC. KPMG LLP is an independent registered public accounting firm with respect to Parent and has not resigned or been dismissed as independent registered public accountants of Parentmay be noted therein. (c) Since January 1Except as set forth in the Pan Pacific SEC Reports, 2007neither Pan Pacific nor any of its Subsidiaries has any liabilities or obligations of any nature (whether accrued, absolute, contingent or otherwise) that would be required to be reflected on, or reserved against in, a balance sheet of Pan Pacific or in the notes thereto, prepared in accordance with GAAP consistently applied, except for (i) liabilities or obligations that were so reserved on, or reflected in (including the notes to), the consolidated balance sheet of Pan Pacific as of June 30, 2000, (Aii) liabilities or obligations arising in the exercise price ordinary course of each Parent Option has been no less than the Fair Market Value business (as defined or determined under the terms of the respective Parent Benefit Plan under which such Parent Option was grantedincluding trade indebtedness) of a Parent ADS as determined on from June 30, 2000 to the date of grant of such Parent Optionhereof and (iii) other liabilities incurred after the date hereof that are permitted by Section 5.2 hereof, and (Biv) all grants of Parent Options were validly issued and properly approved by the Board of Directors of Parent (liabilities or a duly authorized committee or subcommittee thereof) in material compliance with Applicable Law and recorded in Parent’s financial statements referred to in Section 4.7(b) in accordance with GAAP, and no such grants involved any “back dating” or similar practices with respect to the effective date of grant or exercise price, except asobligations which would not, individually or in the aggregate, has not had and would not be reasonably likely to have or result in cause a Parent Pan Pacific Material Adverse Effect.

SEC Documents. (a) Parent The Company has timely filed with the SEC all reports, schedules, statements and other documents (including exhibits and any amendments thereto) required to be so filed by it the Company or any of its Subsidiaries with the SEC since January 1December 31, 2010 1997 (collectively, the "Company SEC Reports"). As of their respective dates, with respect to Company SEC Reports filed pursuant to Sections 13(a), 14(a) and 15(d) of the Exchange Act, and has made available as of their respective effective dates, as to Company SEC Reports filed pursuant to the Securities Act, the Company each SEC Reports and any registration statementstatements, reportreports, forms, proxy statement or information statement (statements and other than preliminary materials) it has so filed, each in documents filed by the form (including exhibits and any amendments thereto) filed Company with the SEC (collectively, after the “Parent Reports”). As date of its respective date, each Parent Report this Agreement (i) complied complied, or, with respect to those not yet filed, will comply, in all material respects in accordance with the applicable requirements of each of the Securities Act and the Exchange Act, the Xxxxxxxx-Xxxxx Act and other Applicable Law, as the case may be, and, in each case, the applicable rules and regulations of the SEC thereunder and (ii) did not, or, with respect to those not yet filed, will 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 made therein, in the light of the circumstances under which they were made, not misleading except for such statements, if any, as have been corrected by subsequent filings with the SEC prior to the date hereofmisleading. (b) Each of the consolidated balance sheets included in or incorporated by reference into the Parent Company SEC Reports (including the related notes and schedules) fairly presents fairly, in all material respects (subjectrespects, in the case of unaudited statements, to recurring audit adjustments normal in nature and amount) the consolidated financial position of Parent the Company and its consolidated Subsidiaries as of its date, and each of the consolidated statements of operationsincome, shareholders' equity and cash flows and changes in shareholders’ equity of the Company included in or incorporated by reference into the Parent Company SEC Reports (including any related notes and schedules) fairly presents fairly, in all material respects respects, the results of operations and cash flows, as the case may be, of the Company and its Subsidiaries for the periods set forth therein (subject, in the case of unaudited statements, to recurring normal year-end audit adjustments normal adjustments), in nature and amount) the results of operations, cash flows or changes in shareholders’ equity, as the each case may be, of Parent and its Subsidiaries for the periods set forth therein; each of such statements (including the related notes, where applicable) complies, and the financial statements to be filed by Parent with the SEC after the date of this Agreement will comply, with applicable accounting requirements and with the published rules and regulations of the SEC with respect thereto; and each of such statements (including the related notes, where applicable) has been, and the financial statements to be filed by Parent with the SEC after the date of this Agreement will be, prepared in accordance with GAAP consistently applied during the periods involved, except as indicated in the notes thereto or, in the case of unaudited statements, as permitted by Rule 10-01 of Regulation S-X of the SEC. KPMG LLP is an independent registered public accounting firm with respect to Parent and has not resigned or been dismissed as independent registered public accountants of Parentmay be noted therein. (c) Since January 1Except as set forth in the Company SEC Reports, 2007neither the Company nor any of its Subsidiaries has any liabilities or obligations of any nature (whether accrued, (Aabsolute, contingent or otherwise) the exercise price of each Parent Option has been no less than the Fair Market Value (as defined that would be required to be reflected on, or determined under the terms reserved against in, a balance sheet of the respective Parent Benefit Plan under which such Parent Option was granted) of a Parent ADS as determined on Company or in the date of grant of such Parent Option, and (B) all grants of Parent Options were validly issued and properly approved by the Board of Directors of Parent (or a duly authorized committee or subcommittee thereof) in material compliance with Applicable Law and recorded in Parent’s financial statements referred to in Section 4.7(b) notes thereto prepared in accordance with GAAPGAAP consistently applied, and no such grants involved any “back dating” except for (i) liabilities or similar practices with respect obligations that were so reserved on, or reflected in (including the notes to), the consolidated balance sheet of the Company as of June 30, 2000, (ii) liabilities or obligations arising in the ordinary course of business (including trade indebtedness) from June 30, 2000 to the effective date of grant hereof and (iii) liabilities incurred after the date hereof that are permitted by Section 5.1 hereof and (iv) other liabilities or exercise price, except asobligations which would not, individually or in the aggregate, has not had and would not be reasonably likely to have or result in cause a Parent Company Material Adverse Effect.

SEC Documents. (a) Parent The Company has timely filed with the SEC all reports, schedules, statements and other documents (including exhibits and any amendments thereto) required to be so filed by it since January 1, 2010 pursuant to Sections 13(a), 14(a) and 15(d) of the Exchange Act, and has made available to the Company each registration statement, report, proxy statement or information statement (other than preliminary materials) it has so filed, each in the form (including exhibits and any amendments thereto) filed of its Subsidiaries with the SEC since December 31, 1999 (collectively, the “Parent Company SEC Reports”). As of its their respective datedates, each Parent Report with respect to Company SEC Reports filed pursuant to the Exchange Act, and as of their respective effective dates, as to Company SEC Reports filed pursuant to the Securities Act, the Company SEC Reports and any registration statements, reports, forms, proxy or information statements and other documents filed by the Company with the SEC after the date of this Agreement (i) complied complied, or, with respect to those not yet filed, will comply, in all material respects in accordance with the applicable requirements of each of the Securities Act and the Exchange Act, the Xxxxxxxx-Xxxxx Act and other Applicable Law, as the case may be, and, in each case, the applicable rules and regulations of the SEC thereunder and (ii) did not, or, with respect to those not yet filed, will 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 made therein, in the light of the circumstances under which they were made, not misleading except for such statements, if any, as have been corrected by subsequent filings with the SEC prior to the date hereofmisleading. (b) Each of the consolidated balance sheets included in or incorporated by reference into the Parent Company SEC Reports (including the related notes and schedules) fairly presents fairly, in all material respects (subjectrespects, in the case of unaudited statements, to recurring audit adjustments normal in nature and amount) the consolidated financial position of Parent the Company and its consolidated Subsidiaries as of its date, and each of the consolidated statements of operationsincome, stockholders’ equity and cash flows and changes in shareholders’ equity of the Company included in or incorporated by reference into the Parent Company SEC Reports (including any related notes and schedules) fairly presents fairly, in all material respects respects, the results of operations, stockholders’ equity and cash flows, as the case may be, of the Company and its Subsidiaries for the periods set forth therein (subject, in the case of unaudited statements, to recurring normal year-end audit adjustments normal adjustments), in nature and amount) the results of operations, cash flows or changes in shareholders’ equity, as the each case may be, of Parent and its Subsidiaries for the periods set forth therein; each of such statements (including the related notes, where applicable) complies, and the financial statements to be filed by Parent with the SEC after the date of this Agreement will comply, with applicable accounting requirements and with the published rules and regulations of the SEC with respect thereto; and each of such statements (including the related notes, where applicable) has been, and the financial statements to be filed by Parent with the SEC after the date of this Agreement will be, prepared in accordance with GAAP consistently applied during the periods involved, except as indicated in the notes thereto or, in the case of unaudited statements, as permitted by Rule 10-01 of Regulation S-X of the SEC. KPMG LLP is an independent registered public accounting firm with respect to Parent and has not resigned or been dismissed as independent registered public accountants of Parentmay be noted therein. (c) Since January 1Except as set forth in the Company SEC Reports, 2007neither the Company nor any of its Subsidiaries has any liabilities or obligations of any nature (whether accrued, (Aabsolute, contingent or otherwise) the exercise price of each Parent Option has been no less than the Fair Market Value (as defined that would be required to be reflected on, or determined under the terms reserved against in, a balance sheet of the respective Parent Benefit Plan under which such Parent Option was granted) of a Parent ADS as determined on Company or in the date of grant of such Parent Option, and (B) all grants of Parent Options were validly issued and properly approved by the Board of Directors of Parent (or a duly authorized committee or subcommittee thereof) in material compliance with Applicable Law and recorded in Parent’s financial statements referred to in Section 4.7(b) notes thereto prepared in accordance with GAAPGAAP consistently applied, and no such grants involved any “back dating” except for (i) liabilities or similar practices with respect obligations that were so reserved on, or reflected in (including the notes to), the consolidated balance sheet of the Company as of September 30, 2002, (ii) liabilities or obligations arising in the ordinary course of business (including trade indebtedness) from September 30, 2002 to the effective date of grant hereof (iii) liabilities incurred after the date hereof that are permitted by Section 5.1 hereof and (iv) other liabilities or exercise price, except asobligations which would not, individually or in the aggregate, has not had and would not be reasonably likely to have or result in cause a Parent Company Material Adverse Effect.

SEC Documents. (a) Parent has timely filed with As of the SEC all documents First Closing, Corixa will have furnished to Purchaser the following documents, and the information contained in such documents, as of their respective dates (including exhibits and any amendments thereto) required to be so filed by it since January 1or if amended, 2010 pursuant to Sections 13(aas of the date of such amendment), 14(a) and 15(d) of the Exchange Act, and has made available to the Company each registration statement, report, proxy statement or information statement (other than preliminary materials) it has so filed, each in the form (including exhibits and any amendments thereto) filed with the SEC (collectively, the “Parent Reports”). As of its respective date, each Parent Report (i) complied in all material respects in accordance with the applicable requirements of each of the Exchange Act, the Xxxxxxxx-Xxxxx Act and other Applicable Law, as the case may be, and, in each case, the applicable rules and regulations of the SEC thereunder and (ii) did will not contain any untrue statement of a material fact, and will not omit to state any material fact necessary to make any statement, in light of the circumstances under which such statement was made, not misleading: Corixa's most recent annual report on Form 10-K, together with its proxy statement for its 2001 Annual Meeting of Stockholders and any additional Quarterly Reports on Form 10-Q or Current Reports on Form 8-K filed after the date of such annual report on Form 10-K but prior to the First Closing. (b) As of the Second Closing Date, Corixa shall have furnished to Purchaser the following documents, and the information contained in such documents, as of their respective dates (or, if amended, as of the date of amendment), will 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 made thereinany statement, in the light of the circumstances under which they were such statement is made, not misleading except misleading. Corixa's most recent annual report on Form 10-K, together with its most recent proxy statement for such statements, if any, as have been corrected by subsequent filings with the SEC prior to the date hereof. (b) Each its Annual Meeting of the consolidated balance sheets included in Stockholders and any additional Quarterly Reports on form 10-Q or incorporated by reference into the Parent Current Reports (including the related notes and schedules) fairly presents in all material respects (subject, in the case of unaudited statements, to recurring audit adjustments normal in nature and amount) the consolidated financial position of Parent and its Subsidiaries as of its date, and each of the consolidated statements of operations, cash flows and changes in shareholders’ equity included in or incorporated by reference into the Parent Reports (including any related notes and schedules) fairly presents in all material respects (subject, in the case of unaudited statements, to recurring audit adjustments normal in nature and amount) the results of operations, cash flows or changes in shareholders’ equity, as the case may be, of Parent and its Subsidiaries for the periods set forth therein; each of such statements (including the related notes, where applicable) complies, and the financial statements to be on Form 8-K filed by Parent with the SEC after the date of this Agreement will comply, with applicable accounting requirements and with the published rules and regulations of the SEC with respect thereto; and each of such statements (including the related notes, where applicable) has been, and the financial statements to be filed by Parent with the SEC after the date of this Agreement will be, prepared in accordance with GAAP consistently applied during the periods involved, except as indicated in the notes thereto or, in the case of unaudited statements, as permitted by Rule annual report on Form 10-01 of Regulation S-X of K but prior to the SEC. KPMG LLP is an independent registered public accounting firm with respect to Parent and has not resigned or been dismissed as independent registered public accountants of ParentSecond Closing. (c) Since January 1, 2007, (A) the exercise price of each Parent Option has been no less than the Fair Market Value (as defined or determined under the terms As of the Third Closing Date, Corixa shall have furnished to Purchaser the following documents, and the information contained in such documents, as of their respective Parent Benefit Plan dates (or, if amended, as of the date of amendment), will not contain any untrue statement of a material fact, or omit to state a material fact necessary to make any statement, in light of the circumstances under which such Parent Option was granted) statement is made, not misleading. Corixa's most recent annual report on Form 10-K, together with its most recent proxy statement for its Annual Meeting of a Parent ADS as determined Stockholders and any additional Quarterly Reports on form 10-Q or Current Reports on Form 8-K filed after the date of grant of such Parent Option, and (B) all grants of Parent Options were validly issued and properly approved by the Board of Directors of Parent (or a duly authorized committee or subcommittee thereof) in material compliance with Applicable Law and recorded in Parent’s financial statements referred to in Section 4.7(b) in accordance with GAAP, and no such grants involved any “back dating” or similar practices with respect annual report on Form 10-K but prior to the effective date of grant or exercise price, except as, individually or in the aggregate, has not had and would not be reasonably likely to have or result in a Parent Material Adverse EffectThird Closing.

SEC Documents. Parent has made available to the Company, by reference to the SEC’s XXXXX website, Parent’s annual report on Form 10-K for the fiscal year ended December 31, 2009, all quarterly reports on Form 10-Q and reports on Form 8-K and amendments thereto filed or furnished by Parent with the SEC since December 31, 2009 and up to the date of this Agreement, if any, and any proxy materials distributed to Parent’s stockholders since December 31, 2009 and up to the date of this Agreement (the “Current Parent SEC Filings”). The Current Parent SEC Filings, and any forms, reports and other documents required to be filed or furnished by Parent with the SEC, and filed or furnished by Parent with the SEC, from the date hereof to the Effective Time (the “Parent SEC Filings”) (a) Parent has timely conformed or will conform, as of the dates they were or are filed or furnished with the SEC SEC, in all documents material respects, to the requirements set forth in the instructions for such forms under the Securities Act of 1933, as amended (including exhibits and any amendments thereto) required to be so filed by it since January 1, 2010 pursuant to Sections 13(a), 14(athe “Securities Act”) and 15(d) of the Exchange Act, and has made available to the Company each registration statement, report, proxy statement or information statement (other than preliminary materials) it has so filed, each in the form (including exhibits and any amendments thereto) filed with the SEC (collectively, the “Parent Reports”). As of its respective date, each Parent Report (i) complied in all material respects in accordance with the applicable requirements of each of the Exchange Act, the Xxxxxxxx-Xxxxx Act and other Applicable Law, as the case may be, and, in each case, the applicable rules and regulations of the SEC thereunder and (iib) did not or will not, as of the dates they were or are filed or furnished with the SEC, 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 contained therein, in the light of the circumstances under which they were made, not misleading misleading, except for such statements, if any, as have been to the extent corrected by subsequent filings a subsequently filed report with the SEC prior to the date hereof. (b) Each . The financial statements of the consolidated balance sheets Parent included in or incorporated by reference into the Current Parent Reports (including the related notes SEC Filings fairly and schedules) fairly presents accurately presented, in all material respects (subjectrespects, in the case of unaudited statements, to recurring audit adjustments normal in nature and amount) the consolidated financial position condition of Parent and its consolidated Subsidiaries as of its date, their respective dates and each of the Parent’s consolidated statements of operations, cash flows and changes in shareholders’ equity included in or incorporated by reference into the Parent Reports (including any related notes and schedules) fairly presents in all material respects (subject, in the case of unaudited statements, to recurring audit adjustments normal in nature and amount) the results of operations, cash flows or changes in shareholders’ equity, as the case may be, of Parent and its Subsidiaries operations for the respective periods set forth therein; each of such statements (including the related notes, where applicable) complies, specified therein and the financial statements to be filed by Parent with the SEC after the date of this Agreement will comply, with applicable accounting requirements and with the published rules and regulations of the SEC with respect thereto; and each of such statements (including the related notes, where applicable) has been, and the financial statements to be filed by Parent with the SEC after the date of this Agreement will be, were prepared in accordance with GAAP consistently applied during the periods involved, (except as indicated in the notes thereto or, in the case of unaudited statementsstatements included in quarterly reports on Form 10-Q or Form 8-K, as permitted by Rule the rules and regulations of the SEC applicable to Form 10-01 of Regulation SQ or Form 8-X of K, as the SEC. KPMG LLP is an independent registered public accounting firm with respect to Parent and has not resigned or been dismissed as independent registered public accountants of Parent. (c) Since January 1, 2007, (A) the exercise price of each Parent Option has been no less than the Fair Market Value (as defined or determined under the terms of the respective Parent Benefit Plan under which such Parent Option was granted) of a Parent ADS as determined on the date of grant of such Parent Optioncase may be, and (B) all grants of Parent Options were validly issued and properly approved by the Board of Directors of Parent (or a duly authorized committee or subcommittee thereof) in material compliance with Applicable Law and recorded in Parent’s financial statements referred to in Section 4.7(b) in accordance with GAAPsubject, and no such grants involved any “back dating” or similar practices with respect to the effective date of grant or exercise price, except as, individually or in the aggregatecase of unaudited statements, has not had and would not be reasonably likely to have or result in a Parent Material Adverse Effectnormal year-end audit adjustments).

SEC Documents. (a) Parent has timely filed with the SEC all documents (including exhibits and any amendments thereto) required to be so filed by it since January 1it, 2010 pursuant to Sections 13(a), 14(a) and 15(d) of the Exchange Act, and has made available to the Company each registration statement, report, proxy statement or information statement (other than preliminary materials) it has so filed, each in the form (including exhibits and any amendments thereto) filed with the SEC Act (collectively, the “Parent Reports”). As of its respective datedate or, if amended by a subsequent filing prior to the date hereof, on the date of such filing, each Parent Report (i) has complied in all material respects in accordance with the all applicable requirements of each of the Exchange Act, SOX and the Xxxxxxxx-Xxxxx Act and other Applicable Law, as the case may be, and, in each case, the applicable rules and regulations of the SEC thereunder promulgated thereunder, and (ii) did not (i) contain any untrue statement of a material fact or (ii) omit to state a material fact required to be stated therein or necessary to make the statements made therein, in the light of the circumstances under which they were made, not misleading except for such statements, if any, as have been corrected by subsequent filings with the SEC prior to the date hereof. (b) misleading. Each of the consolidated balance sheets included in or incorporated by reference into the Parent Reports (including the related notes and schedules) fairly presents in all material respects (subject, in the case of unaudited statements, to recurring audit adjustments normal in nature and amount) the consolidated financial position of Parent and its Subsidiaries as of its date, and each of the consolidated statements of operations, cash flows and changes in shareholdersstockholders’ equity included in or incorporated by reference into the Parent Reports (including any related notes and schedules) fairly presents in all material respects (subject, in the case of unaudited statements, to recurring audit adjustments normal in nature and amount) the results of operations, cash flows or changes in shareholdersstockholders’ equity, as the case may be, of Parent and its Subsidiaries for the periods set forth therein; therein (such balance sheets and statements of operations, cash flows and changes in stockholders’ equity, each of such statements (including the related notesnotes and schedules thereto, where applicablethe “Parent Financial Statements”). The Parent Financial Statements (i) complies, and the financial statements complied as to be filed by Parent with the SEC after the date of this Agreement will comply, with applicable accounting requirements and form in all material respects with the published rules and regulations of the SEC with respect thereto; and each of such statements (including the related notes, where applicableii) has been, and the financial statements to be filed by Parent with the SEC after the date of this Agreement will be, were prepared in accordance with GAAP consistently applied during the periods involved, except as indicated may be noted in the Parent Financial Statements or as permitted by Form 10-K, 10-Q or Form 8-K. Except as and to the extent adequately accrued or reserved against in the audited balance sheet of Parent as at August 31, 2014, Parent does not have any liability, indebtedness, expense, claim, deficiency, guaranty or obligation of any type or nature, whether accrued, absolute, contingent, matured, unmatured or otherwise, whether known or unknown and whether or not required by GAAP to be reflected in a balance sheet of Parent or disclosed in the notes thereto or, in the case of unaudited statements, as permitted by Rule 10-01 of Regulation S-X of the SEC. KPMG LLP is an independent registered public accounting firm with respect to Parent and has not resigned or been dismissed as independent registered public accountants of Parentthereto. (c) Since January 1, 2007, (A) the exercise price of each Parent Option has been no less than the Fair Market Value (as defined or determined under the terms of the respective Parent Benefit Plan under which such Parent Option was granted) of a Parent ADS as determined on the date of grant of such Parent Option, and (B) all grants of Parent Options were validly issued and properly approved by the Board of Directors of Parent (or a duly authorized committee or subcommittee thereof) in material compliance with Applicable Law and recorded in Parent’s financial statements referred to in Section 4.7(b) in accordance with GAAP, and no such grants involved any “back dating” or similar practices with respect to the effective date of grant or exercise price, except as, individually or in the aggregate, has not had and would not be reasonably likely to have or result in a Parent Material Adverse Effect.

SEC Documents. (a) Parent West Pac has timely filed with the SEC all documents (including exhibits and any amendments thereto) required to be so filed by it since January 1, 2010 pursuant to Sections 13(a), 14(a) and 15(d) of the Exchange Act, and has delivered or made available to the Company Frontier each registration statement, report, proxy statement or information statement (other than preliminary materialsas defined in Regulation 14C under the Exchange Act) prepared by it has so filedsince January 1, 1995, which reports constitute all of the documents required to be filed by West Pac with the Securities and Exchange Commission ("SEC") since such date, each in the form (including exhibits and any amendments thereto) filed with the SEC (collectively, the “Parent Reports”"WEST PAC SEC REPORTS"). As of its their respective datedates, each Parent Report the West Pac SEC Reports and any West Pac SEC Reports filed after the date hereof and prior to the Effective Time (ia) complied as to form in all material respects in accordance with the applicable requirements of each of the Securities Act or the Exchange Act, the Xxxxxxxx-Xxxxx Act and other Applicable Law, as the case may be, and, in each case, and the applicable rules and regulations of the SEC thereunder thereunder; and (iib) did 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 made therein, in the light of the circumstances under which they were made, not misleading except for such statements, if any, as have been corrected by subsequent filings misleading. West Pac has timely filed with the SEC prior all reports required to be filed under Sections 13, 14 and 15(d) of the date hereof. (b) Exchange Act since January 1, 1995. Each of the consolidated balance sheets of West Pac included in or incorporated by reference into the Parent West Pac SEC Reports (including the related notes and schedules) fairly presents present in all material respects the financial position of West Pac as of its date (subject, in the case of unaudited statements, to recurring normal year-end audit adjustments normal which would not be material in nature and amount) the consolidated financial position of Parent and its Subsidiaries as of its dateamount or effect), and each of the consolidated statements of operationsincome, retained earnings and cash flows and changes in shareholders’ equity of West Pac included in or incorporated by reference into the Parent West Pac SEC Reports (including any related notes and schedules) fairly presents present in all material respects the results of operations, retained earnings or cash flows, as the case may be, of West Pac for the periods set forth therein (subject, in the case of unaudited statements, to recurring normal year-end audit adjustments normal which would not be material in nature and amount) the results amount or effect). The financial statements of operationsWest Pac, cash flows or changes in shareholders’ equity, as the case may be, of Parent and its Subsidiaries for the periods set forth therein; each of such statements (including the related notesnotes thereto, where applicable) complies, and included in or incorporated by reference into the financial statements West Pac SEC Reports comply as to be filed by Parent with the SEC after the date of this Agreement will comply, form in all material respects with applicable accounting requirements and with the published rules and regulations of the SEC with respect thereto; and each of such statements (including the related notes, where applicable) has been, and the financial statements to be filed by Parent with the SEC after the date of this Agreement will be, have been prepared in accordance with GAAP generally accepted accounting principles consistently applied during the periods involved, ("GAAP") (except as may be indicated in the notes thereto or, in the case of unaudited statements, as permitted by Rule 10-01 of Regulation S-X of the SECthereto). KPMG LLP is an independent registered public accounting firm with respect to Parent and has not resigned or been dismissed as independent registered public accountants of Parent. (c) Since January 1, 20071995, (A) the exercise price of each Parent Option there has been no less than the Fair Market Value (material change in West Pac's accounting methods or principles except as defined or determined under the terms of the respective Parent Benefit Plan under which such Parent Option was granted) of a Parent ADS as determined on the date of grant of such Parent Option, and (B) all grants of Parent Options were validly issued and properly approved by the Board of Directors of Parent (or a duly authorized committee or subcommittee thereof) in material compliance with Applicable Law and recorded in Parent’s financial statements referred to in Section 4.7(b) in accordance with GAAP, and no such grants involved any “back dating” or similar practices with respect to the effective date of grant or exercise price, except as, individually or described in the aggregate, has not had and would not be reasonably likely notes to have or result in a Parent Material Adverse Effectsuch West Pac financial statements.

SEC Documents. (a) Parent has timely filed with the SEC all documents (including exhibits and any amendments thereto) required to be so filed by it since January 1, 2010 pursuant to Sections 13(a), 14(a) and 15(d) of the Exchange ActSEC, and has heretofore made available to the Company each registration statement(by public filing with the SEC or otherwise) true and complete copies of, reportall reports, proxy statement or information statement (schedules, forms, statements and other than preliminary materials) it has so filed, each in the form (including exhibits and any amendments thereto) documents required to be filed with the SEC by Parent since December 31, 2000 (collectively, the “"Parent Reports”SEC Documents"). Parent does not have any outstanding and unresolved comments from the SEC with respect to any of the Parent SEC Documents, nor has it received letters requesting information or otherwise inquiring as to any matters affecting Parent or Parent L.P. which have not been adequately addressed. None of the Parent SEC Documents is the subject of any confidential treatment request by Parent. (b) As of its respective date, each Parent Report (i) SEC Document complied in all material respects in accordance with the applicable requirements of each of the Exchange Act or the Securities Act, the Xxxxxxxx-Xxxxx Act and other Applicable Law, as the case may be, andthe Xxxxxxxx-Xxxxx Act, in each caseas and to the extent applicable thereto, and the applicable rules and regulations of the SEC promulgated thereunder applicable to such Parent SEC Document. Except to the extent that information contained in any Parent SEC Document filed and (ii) did not contain publicly available prior to the date of this Agreement has been revised or superseded by a later filed Parent SEC Document, none of the Parent SEC Documents 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 made therein, in the light of the circumstances under which they were made, not misleading except for such statements, if any, as have been corrected by subsequent filings with the SEC prior to the date hereof. (b) Each misleading. The financial statements of the consolidated balance sheets Parent included in or incorporated by reference into the Parent Reports (including the related notes and schedules) fairly presents SEC Documents comply as to form in all material respects with applicable accounting requirements and the published rules and regulations of the SEC with respect thereto, have been prepared in accordance with GAAP (except, in the case of unaudited statements, and to the extent as permitted by Form 10-Q of the SEC) applied on a consistent basis during the periods involved (except as and to the extent may be indicated in the notes thereto) and fairly present the financial position of Parent and the Parent Subsidiaries as of the dates thereof and the results of its operations and cash flows for the periods shown (subject, in the case of unaudited statements, to recurring normal year-end audit adjustments normal in nature and amount) adjustments). Each of the consolidated financial position principal executive officer of Parent and its Subsidiaries as the principal financial officer of its date, and Parent (or each of the consolidated statements of operations, cash flows and changes in shareholders’ equity included in or incorporated by reference into the Parent Reports (including any related notes and schedules) fairly presents in all material respects (subject, in the case of unaudited statements, to recurring audit adjustments normal in nature and amount) the results of operations, cash flows or changes in shareholders’ equity, as the case may be, former principal executive officer of Parent and its Subsidiaries for the periods set forth therein; each former principal financial officer of such statements (including the related notesParent, where as applicable) complies, has made the certifications required by Sections 302 and 906 of the Xxxxxxxx-Xxxxx Act and the financial statements to be filed by Parent with the SEC after the date of this Agreement will comply, with applicable accounting requirements and with the published rules and regulations of the SEC with respect thereto; and each of such statements (including the related notes, where applicable) has been, and the financial statements to be filed by Parent with the SEC after the date of this Agreement will be, prepared in accordance with GAAP consistently applied during the periods involved, except as indicated in the notes thereto or, in the case of unaudited statements, as permitted by Rule 10-01 of Regulation S-X of the SEC. KPMG LLP is an independent registered public accounting firm promulgated thereunder with respect to Parent and has not resigned or been dismissed as independent registered public accountants of Parent. (c) Since January 1, 2007, (A) 's filings pursuant to the exercise price of each Parent Option has been no less than the Fair Market Value (as defined or determined under the terms Exchange Act. For purposes of the respective Parent Benefit Plan under which preceding sentence, "principal executive officer" and "principal financial officer" shall have the meanings given to such Parent Option was granted) of a Parent ADS as determined on the date of grant of such Parent Option, and (B) all grants of Parent Options were validly issued and properly approved by the Board of Directors of Parent (or a duly authorized committee or subcommittee thereof) in material compliance with Applicable Law and recorded in Parent’s financial statements referred to in Section 4.7(b) in accordance with GAAP, and no such grants involved any “back dating” or similar practices with respect to the effective date of grant or exercise price, except as, individually or terms in the aggregate, has not had and would not be reasonably likely to have or result in a Parent Material Adverse EffectXxxxxxxx-Xxxxx Act.

SEC Documents. (a) Parent has timely Concentra and its predecessors have filed all forms, reports and documents required to be filed by it with the SEC all documents since May 15, 1995 (including exhibits collectively, the "CONCENTRA REPORTS"). As of their respective dates, the Concentra Reports and any amendments thereto) required to be so such reports, forms and other documents filed by it since January 1Concentra with the SEC after the date of this Agreement (i) complied, 2010 pursuant or will comply, as to Sections 13(a)form in all material respects with the applicable requirements of the Securities Act, 14(a) and 15(d) of the Exchange Act, and has made available to the Company each registration statement, report, proxy statement or information statement (other than preliminary materials) it has so filed, each in the form (including exhibits and any amendments thereto) filed with the SEC (collectively, the “Parent Reports”). As of its respective date, each Parent Report (i) complied in all material respects in accordance with the applicable requirements of each of the Exchange Act, the Xxxxxxxx-Xxxxx Act and other Applicable Law, as the case may be, and, in each case, the applicable rules and regulations of the SEC thereunder and (ii) did not not, or will 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 made therein, in the light of the circumstances under which they were made, not misleading except for such statements, if any, as have been corrected by subsequent filings with misleading. The representation in clause (ii) of the SEC preceding sentence shall not apply to any misstatement or omission in any Concentra Report filed prior to the date hereofof this Agreement which was superseded by a subsequent Concentra Report filed prior to the date of this Agreement. No Concentra subsidiary is required to file any report, form or other document with the SEC. (b) Each of the consolidated balance sheets of Concentra included in or incorporated by reference into the Parent Concentra Reports (including the related notes and schedules) (collectively, the "CONCENTRA BALANCE SHEETS") fairly presents present the consolidated financial position of Concentra and Concentra's subsidiaries as of their respective dates, and each of the consolidated statements of income, retained earnings and cash flows of Concentra included in all material respects or incorporated by reference into the Concentra Reports (including any related notes and schedules) (collectively the "CONCENTRA INCOME STATEMENTS" and together with the Concentra Balance Sheets, the "CONCENTRA FINANCIAL STATEMENTS") fairly present the results of operations, retained earnings or cash flows, as the case may be, of Concentra and its subsidiaries for the periods set forth therein (subject, in the case of unaudited statements, to recurring normal year-end audit adjustments normal which would not be material in nature and amount) the consolidated financial position of Parent and its Subsidiaries as of its dateamount or effect). The Concentra Financial Statements, and each of the consolidated statements of operations, cash flows and changes in shareholders’ equity included in or incorporated by reference into the Parent Reports (including any related notes and schedules) fairly presents in all material respects (subject, in the case of unaudited statements, to recurring audit adjustments normal in nature and amount) the results of operations, cash flows or changes in shareholders’ equity, as the case may be, of Parent and its Subsidiaries for the periods set forth therein; each of such statements (including the related notesnotes thereto, where applicable) complies, and the financial statements to be filed by Parent with the SEC after the date of this Agreement will comply, with applicable accounting requirements and with the published rules and regulations of the SEC with respect thereto; and each of such statements (including the related notes, where applicable) has been, and the financial statements to be filed by Parent with the SEC after the date of this Agreement will be, were prepared in accordance with GAAP consistently applied during on a consistent basis throughout the periods involvedcovered thereby (except to the extent disclosed therein or required by changes in GAAP). Neither Concentra nor any of its subsidiaries have any liabilities or obligations of any kind (whether accrued, except as indicated absolute, fixed, contingent or otherwise) that are not reflected on, or reserved against, in the balance sheet contained in the Concentra Financial Statements or in the notes thereto orthereto, except for (i) liabilities or obligations arising in the case ordinary course of unaudited statementsbusiness since September 30, as permitted by Rule 10-01 of Regulation S-X of the SEC. KPMG LLP is an independent registered public accounting firm with respect to Parent and has not resigned or been dismissed as independent registered public accountants of Parent. (c) Since January 1, 2007, (A) the exercise price of each Parent Option has been no less than the Fair Market Value (as defined or determined under the terms of the respective Parent Benefit Plan under which such Parent Option was granted) of a Parent ADS as determined on the date of grant of such Parent Option, 1997 and (Bii) all grants of Parent Options were validly issued and properly approved by the Board of Directors of Parent (liabilities or a duly authorized committee or subcommittee thereof) obligations which would not be required to be presented in material compliance with Applicable Law and recorded in Parent’s financial statements referred to in Section 4.7(b) or the notes thereto prepared in accordance with GAAP, and no such grants involved any “back dating” or similar practices with respect to the effective date of grant or exercise price, except as, individually or in the aggregate, has not had and would not be reasonably likely to have or result in a Parent Material Adverse Effect.

SEC Documents. (a) Parent HBC has timely filed all forms, reports and documents required to be filed by it with the Securities and Exchange Commission ("SEC") since December 31, 1999 (collectively, the "HBC Reports"). As of their respective dates, the HBC Reports and any such reports, forms and other documents filed by HBC with the SEC after the date of this Agreement (1) complied, or will comply, as to form in all documents (including exhibits and any amendments thereto) required to be so filed by it since January 1material respects with the applicable requirements of the Securities Act, 2010 pursuant to Sections 13(a), 14(a) and 15(d) of the Exchange Act, and has made available to the Company each registration statement, report, proxy statement or information statement (other than preliminary materials) it has so filed, each in the form (including exhibits and any amendments thereto) filed with the SEC (collectively, the “Parent Reports”). As of its respective date, each Parent Report (i) complied in all material respects in accordance with the applicable requirements of each of the Exchange Act, the Xxxxxxxx-Xxxxx Act and other Applicable Law, as the case may be, and, in each case, the applicable rules and regulations of the SEC thereunder and and (ii2) did not not, or will 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 made therein, in the light of the circumstances under which they were made, not misleading except for such statementsmisleading. The representation in clause (2) of the preceding sentence shall not apply to any misstatement or omission in any HBC Report filed before the date of this Agreement which was superseded by a subsequent HBC Report filed before the date of this Agreement. No HBC Subsidiary is required to file any report, if any, as have been corrected by subsequent filings form or other document with the SEC prior to the date hereofSEC. (b) Each of the consolidated balance sheets of HBC included in or incorporated by reference into the Parent any HBC Reports (including the related notes and schedules) fairly presents in all material respects (subject, in the case of unaudited statements, to recurring audit adjustments normal in nature and amount) the consolidated financial position of Parent HBC and its the HBC Subsidiaries as of its date, and each of the consolidated statements of operationsincome, retained earnings and cash flows and changes in shareholders’ equity of HBC included in or incorporated by reference into the Parent any HBC Reports (including any related notes and schedules) fairly presents in all material respects the results of operations, retained earnings or cash flows, as the case may be, of HBC and the HBC Subsidiaries for the periods set forth therein (subject, in the case of unaudited statements, to recurring normal year-end audit adjustments normal which would not be material in nature and amount) the results of operationsamount or effect), cash flows or changes in shareholders’ equity, as the each case may be, of Parent and its Subsidiaries for the periods set forth therein; each of such statements (including the related notes, where applicable) complies, and the financial statements to be filed by Parent with the SEC after the date of this Agreement will comply, with applicable accounting requirements and with the published rules and regulations of the SEC with respect thereto; and each of such statements (including the related notes, where applicable) has been, and the financial statements to be filed by Parent with the SEC after the date of this Agreement will be, prepared in accordance with GAAP United States generally accepted accounting principles consistently applied during the periods involved, except as indicated may be noted therein. Neither HBC nor any HBC Subsidiary has any liabilities or obligations of any nature (whether accrued, absolute, contingent or otherwise) that would be required to be reflected on, or reserved against in, a consolidated balance sheet of HBC or in the notes thereto orthereto, in the case of unaudited statements, as permitted by Rule 10-01 of Regulation S-X of the SEC. KPMG LLP is an independent registered public accounting firm with respect to Parent and has not resigned or been dismissed as independent registered public accountants of Parent. (c) Since January 1, 2007, (A) the exercise price of each Parent Option has been no less than the Fair Market Value (as defined or determined under the terms of the respective Parent Benefit Plan under which such Parent Option was granted) of a Parent ADS as determined on the date of grant of such Parent Option, and (B) all grants of Parent Options were validly issued and properly approved by the Board of Directors of Parent (or a duly authorized committee or subcommittee thereof) in material compliance with Applicable Law and recorded in Parent’s financial statements referred to in Section 4.7(b) prepared in accordance with GAAP, and no such grants involved any “back dating” or similar practices with respect to the effective date of grant or exercise priceUnited States generally accepted accounting principles consistently applied, except asfor (1) liabilities or obligations that were so reserved on, or reflected in (including the notes to), the consolidated balance sheet of HBC as of December 31, 2001; (2) liabilities or obligations arising in the ordinary course of business since December 31, 2001; and (3) liabilities or obligations that would not, individually or in the aggregate, has not had and would not be reasonably likely to have or result in a Parent an HBC Material Adverse Effect.

SEC Documents. (a) Since November 18, 2003, Parent has timely filed with the SEC all required reports, schedules, forms, statements and other documents (including exhibits and any amendments thereto) required to be so filed by it since January 1, 2010 pursuant to Sections 13(a), 14(a) and 15(d) of the Exchange Act, and has made available to the Company each registration statement, report, proxy statement or information statement (other than preliminary materials) it has so filed, each in the form (including exhibits and any amendments thereto) filed with the SEC (collectivelysuch documents, together with all exhibits and schedules thereto and documents incorporated by reference therein, collectively referred to herein as the “Parent ReportsSEC Documents”). As of its their respective datedates, each the Parent Report SEC Documents complied (ior will comply, in the case of Parent SEC Documents filed during the Closing Period) complied in all material respects in accordance with the applicable requirements of each the Securities Act, or the Securities Exchange Act of 1934, as amended (the “Exchange Act, the Xxxxxxxx-Xxxxx Act and other Applicable Law”), as the case may be, and, in each case, and the applicable rules and regulations of the SEC promulgated thereunder applicable to the Parent SEC Documents, and none of the Parent SEC Documents contained (iior will contain, in the case of Parent SEC Documents filed during the Closing Period) did not contain any untrue statement of a material fact or omit omitted to state a material fact required to be stated therein or necessary in order to make the statements made therein, in the light of the circumstances under which they were made, not misleading except for such statements, if anymisleading. The financial statements of Parent included in the Parent SEC Documents, as have been corrected by subsequent filings with of their respective dates, complied (or will comply, in the case of Parent SEC prior to Documents filed during the date hereof. (bClosing Period) Each of the consolidated balance sheets included in or incorporated by reference into the Parent Reports (including the related notes and schedules) fairly presents in all material respects with applicable accounting requirements and the published rules and regulations of the SEC with respect thereto, were prepared (or will be prepared, in the case of Parent SEC Documents filed during the Closing Period) in accordance with GAAP (except, in the case of unaudited statements, as permitted by Form 10 Q of the SEC) applied on a consistent basis during the periods involved (except as may be indicated in the notes thereto) and fairly present (or will fairly present, in the case of Parent SEC Documents filed during the Closing Period) the financial position of Parent and its consolidated 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 recurring normal year end audit adjustments normal in nature and amount) the consolidated financial position of other adjustments described therein). No Parent Material Adverse Change has occurred subsequent to November 9, 2004 and its Subsidiaries as of its date, and each of the consolidated statements of operations, cash flows and changes in shareholders’ equity included in or incorporated by reference into the Parent Reports (including any related notes and schedules) fairly presents in all material respects (subject, in the case of unaudited statements, prior to recurring audit adjustments normal in nature and amount) the results of operations, cash flows or changes in shareholders’ equity, as the case may be, of Parent and its Subsidiaries for the periods set forth therein; each of such statements (including the related notes, where applicable) complies, and the financial statements to be filed by Parent with the SEC after the date of this Agreement will comply, with applicable accounting requirements and with the published rules and regulations of the that has not been either reflected in a Parent SEC with respect thereto; and each of such statements (including the related notes, where applicable) has been, and the financial statements to be Document filed by Parent with the SEC after prior to the date of this Agreement will be, prepared or disclosed to Seller in accordance with GAAP consistently applied during the periods involved, except as indicated in the notes thereto or, in the case of unaudited statements, as permitted by Rule 10-01 of Regulation S-X of the SEC. KPMG LLP is an independent registered public accounting firm with respect to Parent and has not resigned or been dismissed as independent registered public accountants of Parent. (c) Since January 1, 2007, (A) the exercise price of each Parent Option has been no less than the Fair Market Value (as defined or determined under the terms of the respective Parent Benefit Plan under which such Parent Option was granted) of a Parent ADS as determined on the date of grant of such Parent Option, and (B) all grants of Parent Options were validly issued and properly approved by the Board of Directors of Parent (or a duly authorized committee or subcommittee thereof) in material compliance with Applicable Law and recorded in Parent’s financial statements referred to in Section 4.7(b) in accordance with GAAPwriting, and no such grants involved executive officer of Parent has actual knowledge of any “back dating” event or similar practices with respect to the effective date of grant or exercise price, except as, individually or circumstance not reflected in the aggregate, has not had and would not be a Parent SEC Document that is reasonably likely to have or result in a Parent Material Adverse EffectChange.

SEC Documents. (a) Parent Artra has timely filed all forms, reports and documents required to be filed by it with the Securities and Exchange Commission (the "SEC") since December 31, 1996 (collectively, the "Artra Reports"). As of their respective dates, the Artra Reports, and any such reports, forms and other documents filed by Artra with the SEC after the date of this Agreement (i) complied, or will comply, as to form in all documents (including exhibits and any amendments thereto) required to be so filed by it since January 1material respects with the applicable requirements of the Securities Act, 2010 pursuant to Sections 13(a), 14(a) and 15(d) of the Exchange Act, and has made available to the Company each registration statement, report, proxy statement or information statement (other than preliminary materials) it has so filed, each in the form (including exhibits and any amendments thereto) filed with the SEC (collectively, the “Parent Reports”). As of its respective date, each Parent Report (i) complied in all material respects in accordance with the applicable requirements of each of the Exchange Act, the Xxxxxxxx-Xxxxx Act and other Applicable Law, as the case may be, and, in each case, the applicable rules and regulations of the SEC thereunder and (ii) did not not, or will 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 made therein, in the light of the circumstances under which they were made, not misleading except for such statements, if any, as have been corrected by subsequent filings with misleading. The representation in clause (ii) of the SEC preceding sentence shall not apply to any misstatement or omission in any Artra Report filed prior to the date hereofof this Agreement that was superseded by a subsequent Artra Report filed prior to the date of this Agreement that specifically corrected such misstatement or omission in the applicable Artra Report. (b) Each of the consolidated balance sheets included in or incorporated by reference into the Parent Artra Reports (including the related notes and schedules) fairly presents in all material respects (subject, in the case of unaudited statements, to recurring audit adjustments normal in nature and amount) the consolidated financial position of Parent Artra and its Subsidiaries as of its date, and each of the consolidated xxxxxxx dated statements of operationsincome, retained earnings and cash flows and changes in shareholders’ equity included in or incorporated by reference into the Parent Artra Reports (including any related notes and schedules) fairly presents in all material respects the results of operations, retained earnings or cash flows, as the case may be, of Artra and its Subsidiaries for the periods set forth therein (subject, in the case of unaudited statements, to recurring normal year-end audit adjustments normal that would not be material in nature and amount) the results of operationsamount or effect), cash flows or changes in shareholders’ equity, as the each case may be, of Parent and its Subsidiaries for the periods set forth therein; each of such statements (including the related notes, where applicable) complies, and the financial statements to be filed by Parent with the SEC after the date of this Agreement will comply, with applicable accounting requirements and with the published rules and regulations of the SEC with respect thereto; and each of such statements (including the related notes, where applicable) has been, and the financial statements to be filed by Parent with the SEC after the date of this Agreement will be, prepared in accordance with GAAP generally accepted accounting principles consistently applied during the periods involved, except as indicated may be noted therein. Neither Artra nor any of its Subsidiaries has any liabilities or obligations of any nature (whether accrued, absolute, contingent or otherwise) that would be required to be reflected on, or reserved against in, a balance sheet of Artra or in the notes thereto orthereto, prepared in accordance with generally accepted accounting principles consistently applied, except for (i) liabilities and obligations that were reserved on or reflected in (including the notes to), the xxxxxxx dated balance sheet of Artra as of December 31, 1998, (ii) liabilities arising in the case ordinary course of unaudited statementsbusiness since December 31, as permitted by Rule 10-01 of Regulation S-X of the SEC. KPMG LLP is an independent registered public accounting firm with respect to Parent and has not resigned or been dismissed as independent registered public accountants of Parent. (c) Since January 1, 2007, (A) the exercise price of each Parent Option has been no less than the Fair Market Value (as defined or determined under the terms of the respective Parent Benefit Plan under which such Parent Option was granted) of a Parent ADS as determined on the date of grant of such Parent Option1998, and (Biii) all grants of Parent Options were validly issued and properly approved by the Board of Directors of Parent (liabilities or a duly authorized committee or subcommittee thereof) in material compliance with Applicable Law and recorded in Parent’s financial statements referred to in Section 4.7(b) in accordance with GAAP, and no such grants involved any “back dating” or similar practices with respect to the effective date of grant or exercise price, except asobligations which would not, individually or in the aggregate, has not had and would not be reasonably likely to have or result in a Parent an Artra Material Adverse Effect.

SEC Documents. (a) Parent has timely filed with the SEC all reports, schedules, statements and other documents (including exhibits and any amendments thereto) required to be so filed by it since January 1, 2010 pursuant to Sections 13(a), 14(a) and 15(d) Parent or any of the Exchange Act, and has made available to the Company each registration statement, report, proxy statement or information statement (other than preliminary materials) it has so filed, each in the form (including exhibits and any amendments thereto) filed its Subsidiaries with the SEC since December 31, 1999 (collectively, the “Parent SEC Reports”). As of its their respective datedates, each with respect to Parent Report SEC Reports filed pursuant to the Exchange Act, and as of their respective effective dates, as to Parent SEC Reports filed pursuant to the Securities Act, the Parent SEC Reports and any registration statements, reports, forms, proxy or information statements and other documents filed by Parent with the SEC after the date of this Agreement (i) complied complied, or, with respect to those not yet filed, will comply, in all material respects in accordance with the applicable requirements of each of the Securities Act and the Exchange Act, the Xxxxxxxx-Xxxxx Act and other Applicable Law, as the case may be, and, in each case, the applicable rules and regulations of the SEC thereunder and (ii) did not, or, with respect to those not yet filed, will 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 made therein, in the light of the circumstances under which they were made, not misleading except for such statements, if any, as have been corrected by subsequent filings with the SEC prior to the date hereofmisleading. (b) Each of the consolidated balance sheets included in or incorporated by reference into the Parent SEC Reports (including the related notes and schedules) fairly presents fairly, in all material respects (subjectrespects, in the case of unaudited statements, to recurring audit adjustments normal in nature and amount) the consolidated financial position of Parent and its consolidated Subsidiaries as of its date, and each of the consolidated statements of operationsincome, stockholders’ equity and cash flows and changes in shareholders’ equity of Parent included in or incorporated by reference into the Parent SEC Reports (including any related notes and schedules) fairly presents fairly, in all material respects (subjectrespects, in the case of unaudited statements, to recurring audit adjustments normal in nature and amount) the results of operations, operations and cash flows or changes in shareholders’ equityflows, as the case may be, of Parent and its Subsidiaries for the periods set forth therein; therein (subject, in the case of unaudited statements, to normal year-end audit adjustments), in each of such statements (including the related notes, where applicable) complies, and the financial statements to be filed by Parent with the SEC after the date of this Agreement will comply, with applicable accounting requirements and with the published rules and regulations of the SEC with respect thereto; and each of such statements (including the related notes, where applicable) has been, and the financial statements to be filed by Parent with the SEC after the date of this Agreement will be, prepared case in accordance with GAAP consistently applied during the periods involved, except as indicated in the notes thereto or, in the case of unaudited statements, as permitted by Rule 10-01 of Regulation S-X of the SEC. KPMG LLP is an independent registered public accounting firm with respect to Parent and has not resigned or been dismissed as independent registered public accountants of Parentmay be noted therein. (c) Since January 1Except as set forth in the Parent SEC Reports, 2007neither Parent nor any of its Subsidiaries has any liabilities or obligations of any nature (whether accrued, absolute, contingent or otherwise) that would be required to be reflected on, or reserved against in, a balance sheet of Parent or in the notes thereto, prepared in accordance with GAAP consistently applied, except for (i) liabilities or obligations that were so reserved on, or reflected in (including the notes to), the consolidated balance sheet of Parent as of September 30, 2002, (Aii) liabilities or obligations arising in the exercise price ordinary course of each Parent Option has been no less than the Fair Market Value business (as defined or determined under the terms of the respective Parent Benefit Plan under which such Parent Option was grantedincluding trade indebtedness) of a Parent ADS as determined on from September 30, 2002 to the date of grant of such Parent Optionhereof, (iii) other liabilities incurred after the date hereof that are permitted by Section 5.2 hereof, and (Biv) all grants of Parent Options were validly issued and properly approved by the Board of Directors of Parent (liabilities or a duly authorized committee or subcommittee thereof) in material compliance with Applicable Law and recorded in Parent’s financial statements referred to in Section 4.7(b) in accordance with GAAP, and no such grants involved any “back dating” or similar practices with respect to the effective date of grant or exercise price, except asobligations which would not, individually or in the aggregate, has not had and would not be reasonably likely to have or result in cause a Parent Material Adverse Effect.

SEC Documents. (ai) Parent has timely filed with the SEC all documents (including exhibits and any amendments thereto) required to be so filed by it since January 1, 2010 pursuant to Sections 13(a), 14(a) and 15(d) of the Exchange Act, and has made available to the Company a true and complete copy of each report, schedule, registration statement, report, definitive proxy statement or information statement and exhibit to the foregoing documents filed by Parent with the SEC since December 31, 2001 (the "Parent SEC Documents"), which are all the documents (other than preliminary materialsmaterial) it has so filed, each in the form (including exhibits and any amendments thereto) filed that Parent was required to file with the SEC (collectivelysince December 31, the “Parent Reports”)2001. As of its their respective datedates, each Parent Report (i) SEC Documents complied in all material respects in accordance with the applicable requirements of each of the Securities Act or the Exchange Act, the Xxxxxxxx-Xxxxx Act and other Applicable Law, as the case may be, and, in each case, and the applicable rules and regulations of the SEC thereunder applicable to such Parent SEC Documents, and (ii) did not contain none of the Parent SEC Documents contained any untrue statement of a material fact or omit omitted to state a material fact required to be stated therein or necessary to make the statements made therein, in the light of the circumstances under which they were made, not misleading except for such statementsmisleading. None of the Subsidiaries of Parent is required to file any forms, if any, as have been corrected by subsequent filings reports or other documents with the SEC prior pursuant to the date hereof. (bSection 13(a) Each or 15(d) of the consolidated balance sheets Exchange Act. The financial statements of Parent included in or incorporated by reference into the Parent Reports (including SEC Documents were prepared from the related notes books and schedules) fairly presents records of Parent and its Subsidiaries, complied as to form in all material respects (subject, in the case of unaudited statements, to recurring audit adjustments normal in nature and amount) the consolidated financial position of Parent and its Subsidiaries as of its date, and each of the consolidated statements of operations, cash flows and changes in shareholders’ equity included in or incorporated by reference into the Parent Reports (including any related notes and schedules) fairly presents in all material respects (subject, in the case of unaudited statements, to recurring audit adjustments normal in nature and amount) the results of operations, cash flows or changes in shareholders’ equity, as the case may be, of Parent and its Subsidiaries for the periods set forth therein; each of such statements (including the related notes, where applicable) complies, and the financial statements to be filed by Parent with the SEC after the date of this Agreement will comply, with applicable accounting requirements and with the published rules and regulations of the SEC with respect thereto; and each of such statements (including the related notes, where applicable) has been, and the financial statements to be filed by Parent with the SEC after the date of this Agreement will be, were prepared in accordance with GAAP consistently applied on a consistent basis during the periods involved, involved (except as may be indicated in the notes thereto or, in the case of the unaudited statements, as permitted by Rule 10-01 of Regulation S-X of the SEC) and fairly present in accordance with applicable requirements of GAAP (subject, in the case of the unaudited statements, to normal, recurring adjustments, none of which are material) the consolidated financial position of Parent and its consolidated Subsidiaries as of their respective dates and the consolidated results of operations and the consolidated cash flows of Parent and its consolidated Subsidiaries for the periods presented therein. KPMG LLP Except as disclosed in the Parent SEC Documents, there are no agreements, arrangements or understandings between Parent and any party who is at the date of this Agreement or was at any time prior to the date hereof but after December 31, 2001 an Affiliate of Parent that are required to be disclosed in the Parent SEC Documents. (ii) Parent has not received written notice from the SEC or any other Governmental Entity that any of its accounting policies or practices are or may be the subject of any review, inquiry, investigation or challenge by the SEC or any other Governmental Entity. Since December 31, 2001, Parent's independent registered public accounting firm has not informed Parent that it has any material questions, challenges or disagreements regarding or pertaining to Parent's accounting policies or practices. Since December 31, 2001, to the knowledge of Parent, no officer or director of Parent has received, or is entitled to receive, any material compensation from any entity that has engaged in or is engaging in any material transaction with respect to Parent or any Subsidiary of Parent. Set forth on Schedule 3.2(d) of the Parent Disclosure Schedule is a list of all off-balance sheet special purpose entities and financing arrangements of Parent and has not resigned or been dismissed as independent registered public accountants Subsidiaries of ParentCompany. (ciii) Since January 1With respect to each annual report on Form 10-K, 2007each quarterly report on Form 10-Q and each amendment of any such report included in the Parent SEC Documents, (A) the exercise price chief executive officer and chief financial officer of each Parent Option has been no less than have made all certifications required by the Fair Market Value (as defined or determined under Sarbanes-Oxley Act and any related rules and regulations promulgated bx xxx XXX xxx the terms of the respective Parent Benefit Plan under which such Parent Option was granted) of a Parent ADS as determined on the date of grant of such Parent OptionNYSE, and (B) all grants of Parent Options were validly issued the statements contained in any such certifications are complete and properly approved by the Board of Directors of Parent (or a duly authorized committee or subcommittee thereof) in material compliance with Applicable Law and recorded in Parent’s financial statements referred to in Section 4.7(b) in accordance with GAAP, and no such grants involved any “back dating” or similar practices with respect to the effective date of grant or exercise price, except as, individually or in the aggregate, has not had and would not be reasonably likely to have or result in a Parent Material Adverse Effectcorrect.

SEC Documents. (ai) Parent has timely filed with the SEC all documents (including exhibits and any amendments thereto) required to be so filed by it since January 1, 2010 pursuant to Sections 13(a), 14(a) and 15(d) of the Exchange Act, and has made available to the Company a true and complete copy of each registration statementform, report, proxy statement, schedule, prospectus, proxies, registration statement or information statement (and other than preliminary materials) it has so filed, each in the form (including exhibits and any amendments thereto) documents filed by Parent with the SEC since its initial registration of the Parent Common Stock (collectively, the “Parent ReportsSEC Documents”)) and prior to the date of this Agreement. As Each of its the Parent SEC Documents has been timely filed and, as of their respective datedates, each of the Parent Report (i) SEC Documents, as amended, complied as to form in all material respects in accordance with the applicable requirements of each of the Securities Act, or the Exchange Act, the Xxxxxxxx-Xxxxx Act and or any other Applicable Lawapplicable law, as the case may be, and, in each case, and the applicable rules and regulations of the SEC thereunder thereunder, in each case, to the extent applicable to such Parent SEC Documents, and (ii) did not contain none of the Parent SEC Documents contained, when filed or, if amended prior to the date of this Agreement, as of the date of such amendment with respect to those disclosures that are amended, any 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 made therein, in the light of the circumstances under which they were made, not misleading except for such statementsmisleading. Parent has timely filed each report, if anystatement, as have been corrected by subsequent filings schedule, prospectus, and registration statement that Parent was required to file with the SEC prior since its inception. Parent has made available (including via the EXXXX system) to the Company all material correspondence between the SEC on the one hand, and the Company or any of its Subsidiaries, on the other hand, since the initial registration of the Parent Common Stock. As of the date hereof, there are no material outstanding or unresolved comments in comment letters from the SEC staff with respect to any of the Parent SEC Documents. To the knowledge of Parent, as of the date hereof, (A) none of the Parent SEC Documents is the subject of ongoing SEC review or outstanding SEC comment and (B) neither the SEC nor any other Governmental Entity is conducting any investigation or review of any Parent SEC Document. (bii) Each The financial statements of the consolidated balance sheets Parent included in or incorporated by reference into the Parent Reports (including SEC Documents complied, and in the related notes and schedules) fairly presents case of financial statements filed following the date hereof will comply, as to form in all material respects (subject, in the case of unaudited statements, to recurring audit adjustments normal in nature and amount) the consolidated financial position of Parent and its Subsidiaries as of its date, and each with Regulation S-X of the consolidated statements of operationsSEC, cash flows and changes in shareholders’ equity included in or incorporated by reference into the Parent Reports (including any related notes and schedules) fairly presents in all material respects (subject, in the case of unaudited statements, to recurring audit adjustments normal in nature and amount) the results of operations, cash flows or changes in shareholders’ equity, as the case may be, of Parent and its Subsidiaries for the periods set forth therein; each of such statements (including the related notes, where applicable) complies, and the financial statements to be filed by Parent with the SEC after the date of this Agreement will comply, with applicable accounting requirements and with the published rules and regulations of the SEC with respect thereto; and each of such statements (including the related notes, where applicable) has been, and the financial statements to be filed by Parent with the SEC after the date of this Agreement will be, were prepared in accordance with GAAP consistently applied on a consistent basis during the periods involved, involved (except as may be indicated in the notes thereto or, in the case of the unaudited statements, as permitted by Rule 10-01 of Regulation S-X of the SEC. KPMG LLP is an independent registered public accounting firm ) and fairly present, and in the case of financial statements filed following the date hereof will fairly present, in all material respects in accordance with respect applicable requirements of GAAP (subject, in the case of the unaudited statements, to normal year-end audit adjustments) the financial position of Parent and has not resigned or been dismissed its consolidated Subsidiaries as independent registered public accountants of Parenttheir respective dates and the results of operations and the cash flows of Parent and its consolidated Subsidiaries for the periods presented therein. (ciii) Since January 1Parent makes and keeps books, 2007records, (Aand accounts and has devised and maintains a system of internal controls, in each case as required pursuant to Section 13(b)(2) under the exercise price of each Exchange Act. Parent Option has been no less than the Fair Market Value established and maintains disclosure controls and procedures and internal control over financial reporting (as such terms are defined or determined in paragraphs (e) and (f), respectively, of Rule 13a-15 under the terms Exchange Act) as required by Rule 13a-15 under the Exchange Act and the applicable listing standards of the respective Nasdaq. Such disclosure controls and procedures are reasonably designed to ensure that all material information required to be disclosed by Parent Benefit Plan in the reports that it files under which such Parent Option was granted) the Exchange Act are recorded, processed, summarized and reported within the time periods specified in the rules and forms of a Parent ADS as determined on the date of grant of such Parent OptionSEC, and (B) that all grants such material information is accumulated and communicated to its management as appropriate to allow timely decisions regarding required disclosure and to make the certifications required pursuant to Sections 302 and 906 of Parent Options were validly issued and properly approved by the Board Sxxxxxxx-Xxxxx Act of Directors of Parent (or a duly authorized committee or subcommittee thereof) in material compliance with Applicable Law and recorded in Parent’s financial statements referred to in Section 4.7(b) in accordance with GAAP2002, as amended, and no such grants involved any “back dating” or similar practices with respect to the effective date of grant or exercise price, except as, individually or in rules and regulations promulgated thereunder the aggregate, has not had and would not be reasonably likely to have or result in a Parent Material Adverse EffectSxxxxxxx-Xxxxx Act.

SEC Documents. (a) Parent has timely filed with the SEC or furnished all registration statements, prospectuses, forms, reports, schedules, statements and other documents (including exhibits and any amendments theretoother information incorporated therein) required to be so filed or furnished by it with the SEC since January 1, 2010 pursuant to Sections 13(a), 14(a) and 15(d) of the Exchange Act, and has made available to the Company each registration statement, report, proxy statement or information statement 2016 (other than preliminary materials) it has so filed, each in the form (including exhibits and any amendments thereto) filed with the SEC (collectively, the “Parent SEC Reports”). As of its respective date, each The Parent Report SEC Reports (iafter giving effect to all amendments thereto) complied were prepared in all material respects in accordance with the applicable requirements of each of the Securities Act or the Exchange Act, the Xxxxxxxx-Xxxxx Act and other Applicable Law, as the case may be, and, in each case, the and all applicable rules and regulations thereunder. As of their respective filing dates, none of the Parent SEC thereunder and (ii) did not contain Reports contained on their filing dates any 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 made therein, in the light of the circumstances under which they were made, not misleading misleading, except for such statements, if any, as have been to the extent corrected by subsequent filings with the a subsequently filed Parent SEC prior to Report. As of the date hereof, Parent is eligible to file a Form S-3 Registration Statement. (b) Each Except as set forth in any Parent SEC Report, the financial statements of Parent, including the consolidated balance sheets notes thereto, included in or incorporated by reference into the Parent SEC Reports (including the related notes and schedules“Parent Financial Statements”) fairly presents complied as to form in all material respects (subject, in the case of unaudited statements, to recurring audit adjustments normal in nature and amount) the consolidated financial position of Parent and its Subsidiaries as of its date, and each of the consolidated statements of operations, cash flows and changes in shareholders’ equity included in or incorporated by reference into the Parent Reports (including any related notes and schedules) fairly presents in all material respects (subject, in the case of unaudited statements, to recurring audit adjustments normal in nature and amount) the results of operations, cash flows or changes in shareholders’ equity, as the case may be, of Parent and its Subsidiaries for the periods set forth therein; each of such statements (including the related notes, where applicable) complies, and the financial statements to be filed by Parent with the SEC after the date of this Agreement will comply, with applicable accounting requirements and with the published rules and regulations of the SEC with respect thereto; and each thereto as of such statements (including the related notestheir respective dates, where applicable) has been, and the financial statements to be filed by Parent with the SEC after the date of this Agreement will be, were prepared in accordance with GAAP consistently applied during the periods involved, (except as may be indicated in the notes thereto thereto, except in the case of pro forma statements, or, in the case of unaudited financial statements, except as permitted under Form 10-Q under the Exchange Act) and fairly presented in all material respects the consolidated financial position of Parent and its consolidated subsidiaries as of the respective dates thereof and the consolidated results of Parent’s operations and cash flows for the periods indicated (subject to, in the case of unaudited statements, as permitted by Rule 10normal and recurring year-01 of Regulation S-X of the SECend audit adjustments). KPMG LLP is an independent registered public accounting firm with respect to Parent and has not resigned or been dismissed as independent registered public accountants of Parent. (c) Since January 1December 31, 20072016, (A) the exercise price of each Parent Option there has been no less than the Fair Market Value (as defined or determined under the terms of the respective Parent Benefit Plan under which such Parent Option was granted) of a Parent ADS as determined on the date of grant of such Parent Option, and (B) all grants of Parent Options were validly issued and properly approved by the Board of Directors of Parent (or a duly authorized committee or subcommittee thereof) in material compliance with Applicable Law and recorded change in Parent’s financial statements referred to accounting policies except as described in Section 4.7(b) in accordance with GAAP, and no such grants involved any “back dating” or similar practices with respect the notes to the effective date of grant or exercise price, except as, individually or in the aggregate, has not had and would not be reasonably likely to have or result in a Parent Material Adverse EffectFinancial Statements.

SEC Documents. (a) Parent has timely filed with the SEC all documents (including exhibits and any amendments thereto) required to be so filed by it since January 1, 2010 pursuant to Sections 13(a), 14(a) and 15(d) of the Exchange Act, and has made available to the Company (by public filing with the SEC or otherwise) a true and complete copy of each report, schedule, registration statement, reportother statement (including proxy statements) and information filed by Parent with the SEC since January 1, proxy statement 2005 and prior to or information statement on the Closing Date (the “Parent SEC Documents”), which are all the documents (other than preliminary materialsmaterial) it has so filedthat Parent was or will be if filed after the date hereof, each in the form (including exhibits and any amendments thereto) filed required to file with the SEC (collectivelysince January 1, 2005 through the Closing Date pursuant to the federal securities laws and the SEC rules and regulations thereunder. Except as set forth in Section 5.05 of the Parent Disclosure Schedule, as of their respective dates, the “Parent Reports”). As of its respective dateSEC Documents complied, each Parent Report (i) complied or will comply if filed after the date hereof, in all material respects in accordance with the applicable requirements of each of the Exchange Securities Act, the Xxxxxxxx-Xxxxx Exchange Act and other Applicable Law, as SOX and the case may be, and, in each case, the applicable rules and regulations of the SEC thereunder applicable to such Parent SEC Documents, in each case as in effect at such time, and (ii) did not none of the Parent SEC Documents contained, or will contain if filed after the date hereof, any 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 made therein, in the light of the circumstances under which they were made, not misleading misleading, except for to the extent such statements, if any, as statements have been corrected modified or superseded by subsequent filings with the later Parent SEC Documents filed and publicly available prior to the date hereof. (b) Each of this Agreement. Except as set forth in Section 5.05 of the Parent Disclosure Schedule, the consolidated balance sheets financial statements of Parent (including the notes thereto) included in or incorporated by reference into in the Parent Reports (including SEC Documents complied, or will comply if filed after the related notes and schedules) fairly presents date hereof, as to form in all material respects (subject, in the case of unaudited statements, to recurring audit adjustments normal in nature and amount) the consolidated financial position of Parent and its Subsidiaries as of its date, and each of the consolidated statements of operations, cash flows and changes in shareholders’ equity included in or incorporated by reference into the Parent Reports (including any related notes and schedules) fairly presents in all material respects (subject, in the case of unaudited statements, to recurring audit adjustments normal in nature and amount) the results of operations, cash flows or changes in shareholders’ equity, as the case may be, of Parent and its Subsidiaries for the periods set forth therein; each of such statements (including the related notes, where applicable) complies, and the financial statements to be filed by Parent with the SEC after the date of this Agreement will comply, with applicable accounting requirements and with the published rules and regulations of the SEC with respect thereto; and each of such statements (including the related notes, where applicable) has been, and the financial statements to were or will be if filed by Parent with the SEC after the date of this Agreement will be, hereof prepared in accordance with GAAP consistently applied on a consistent basis during the periods involved, involved (except as may be indicated in the notes thereto thereto, or, in the case of the unaudited statements, as permitted by Rule 10-01 of Regulation S-X of the SEC. KPMG LLP is an independent registered public accounting firm ) and fairly, or will fairly if filed after the date hereof, present, in accordance with respect applicable requirements of GAAP and the applicable rules and regulations of the SEC (subject, in the case of the unaudited statements, to normal, recurring adjustments, none of which are material in amount or effect), in each case as in effect at such time, the assets, liabilities and the consolidated financial position of Parent and has not resigned or been dismissed its Subsidiaries, taken as independent registered public accountants a whole, as of Parenttheir respective dates and the consolidated results of operations, stockholders’ equity and cash flows of Parent and its Subsidiaries taken as a whole, for the periods presented therein. No Subsidiary of Parent (including the Parent Operating Partnership) is subject to the periodic reporting requirements of the Exchange Act. (cb) Since January 1The management of Parent has (i) implemented and maintains disclosure controls and procedures (as defined in Rules 13a-15(e) of the Exchange Act) to ensure that material information relating to Parent, 2007including the consolidated Subsidiaries of Parent, are known to the management of Parent, and (ii) has disclosed, based on its most recent evaluation, to Parent’s outside auditors and the audit committee of Parent Board (A) all significant deficiencies and material weaknesses in the exercise price design or operation of each Parent Option has been no less than the Fair Market Value internal control over financial reporting (as defined or determined under the terms in Rule 13a-15(f) of the respective Parent Benefit Plan under Exchange Act) which such Parent Option was granted) of a Parent ADS as determined on the date of grant of such Parent Option, and (B) all grants of Parent Options were validly issued and properly approved by the Board of Directors of Parent (or a duly authorized committee or subcommittee thereof) in material compliance with Applicable Law and recorded in Parent’s financial statements referred to in Section 4.7(b) in accordance with GAAP, and no such grants involved any “back dating” or similar practices with respect to the effective date of grant or exercise price, except as, individually or in the aggregate, has not had and would not be are reasonably likely to have or result in a Parent Material Adverse Effect.adversely affect Parent’s ability to record, process, summarize and report financial data and