Common use of SEC Filings; Financial Statements; Absence of Changes Clause in Contracts

SEC Filings; Financial Statements; Absence of Changes. (a) Parent has filed all forms, reports, statements, schedules and other documents required to be filed by it, including all contracts required to be filed by Parent as a “material contract” pursuant to Item 601(b) (10) of Regulation S-K under the Securities Act, with the SEC since January 1, 2018 (collectively, the “Parent SEC Reports”). The Parent SEC Reports (i) at the time they were filed and, if amended, as of the date of such amendment, complied in all material respects with all applicable requirements of the Securities Act, the Exchange Act or SOX, as the case may be, and the rules and regulations promulgated thereunder, and (ii) did not, at the time they were filed, and, if amended, 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. (b) Each of the consolidated financial statements (including, in each case, any notes thereto) contained (or incorporated by reference) in the Parent SEC Reports was prepared in accordance with GAAP applied on a consistent basis throughout the periods indicated (except as may be indicated in the notes thereto or, in the case of unaudited statements, as permitted by Form 10-Q of the SEC) and each fairly presents, in all material respects, the consolidated financial condition, results of operations, changes in stockholders’ equity and cash flows of Parent and its consolidated Subsidiaries as of the respective dates thereof and for the respective periods indicated therein (subject, in the case of unaudited financial statements, to normal year-end adjustments). (c) Parent maintains disclosure controls and procedures required by Rule 13a-15 or Rule 15d-15 under the Exchange Act and such controls and procedures are effective to ensure that all material information concerning Parent and its Subsidiaries is made known on a timely basis to the individuals responsible for the preparation of Parent’s SEC filings and other public disclosure documents. (d) Neither Parent nor any of its Subsidiaries has any liabilities or obligations of any nature (whether accrued, absolute, contingent or otherwise), except liabilities (i) reflected or reserved against in the consolidated balance sheet (or the notes thereto) of Parent as of December 31, 2019, included in the Filed Parent SEC Reports, (ii) incurred after December 31, 2019 in the ordinary course of business, (iii) incurred in connection with the negotiation, execution, delivery or performance of, or pursuant to the terms of, this Agreement or the other Transaction Documents (for clarity, any liability caused by or resulting from a breach by the Parent of this Agreement shall not be deemed a liability “incurred in connection with the negotiation, execution, delivery or performance of, or pursuant to the terms of, this Agreement) or (iv) that would not, individually or in the aggregate, reasonably be expected to have a Parent Material Adverse Effect. (e) Since December 31, 2019, (i) there has not been any Parent Material Adverse Effect and (ii) neither Parent nor any of its Subsidiaries has taken any action that, if taken after the date of this Agreement, would constitute a breach of any of the covenants set forth in Section 6.02.

SEC Filings; Financial Statements; Absence of Changes. (a) Parent Seller (i) has filed made available to Purchaser accurate and complete copies of all forms, reports, registration statements, schedules definitive proxy statements and other documents required to be (including exhibits and in each case together with all amendments thereto) filed by itSeller with the Commission on or after September 16, 2003 to the date of this Agreement, and (ii) agrees to timely file, and to make available to Purchaser promptly after the filing thereof true and complete copies of, all reports, registration statements, proxy statements and other documents (including exhibits and in each case together with all contracts required to be filed by Parent as a “material contract” pursuant to Item 601(bamendments thereto) (10) of Regulation S-K under the Securities Actsuch reports, registration statements, proxy statements and other documents, together with the SEC since January 1any amendments thereto, 2018 (collectively, are collectively referred to as the “Parent SEC ReportsSeller Commission Filings”). The Parent SEC Reports Seller Commission Filings filed with the Commission constitute, and the Seller Commission Filings to be made after the date hereof and on or before the Closing Date will constitute, all of the documents (other than preliminary materials) that Seller was or will be required to file with the Commission from September 16, 2003, to the date hereof and the Closing Date, respectively. As of their respective filing dates (or if amended or superseded by a filing, then on the filing date of such amending or superseding filing), the Seller Commission Filings (i) at the time they were filed andwere, if amendedand will be, as of the date of such amendmentprepared in accordance, complied and complied, or will comply, in all material respects respects, with all applicable the requirements of the Securities Act, or the Exchange Act or SOXAct, as the case may be, and the rules and regulations promulgated thereunder, of the Commission thereunder applicable to such Seller Commission Filings and (ii) did not, at the time they were filed, and, if amended, as of the date of such amendmentand will 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 therein, in the light of the circumstances under which they were made, not misleading. (b) Each of the audited consolidated financial statements and unaudited interim financial statements (including, in each case, any related notes thereto) contained (or incorporated by referenceto be contained) in the Parent SEC Reports was Seller Commission Filings (the “Seller Financials”), as of their respective filing dates, (i) complied, or will comply, in all material respects with the published rules and regulations of the Commission with respect thereto, (ii) was, or will be, prepared in accordance with GAAP applied on a consistent basis throughout the periods indicated (except as may be indicated in the notes thereto or, in the case of unaudited statements, as permitted by Form 10-Q of the SECthereto) and each (iii) fairly presentspresented, or will fairly present, in all material respects, respects the consolidated financial condition, results position of operations, changes in stockholders’ equity and cash flows of Parent and its consolidated Subsidiaries Seller as of at the respective dates thereof and the results of Seller’s operations and cash flows for the respective periods indicated therein (subjectindicated, in except that the case of unaudited interim financial statements, statements may not contain footnotes and were or are subject to normal and recurring year-end adjustments). The balance sheet of Seller contained in Seller’s Form 10–Q for the quarter ended August 31, 2004 as filed with the Commission is hereinafter referred to as the “Seller Balance Sheet.” The statements included in Section 4.2(b)(i) of the Seller Disclosure Letter fairly present in all material respects the costs associated with the Canadian operations of Seller and its Subsidiaries for the periods indicated therein and such costs were reflected in the Seller Financials for such periods. (c) Parent maintains disclosure controls and procedures required by Rule 13a-15 Except as disclosed in the Seller Balance Sheet or Rule 15d-15 under as disclosed in Section 4.2(c) of the Exchange Act and such controls and procedures are effective to ensure that all material information concerning Parent Seller Disclosure Letter, Seller and its Subsidiaries is made known have no Liabilities required by GAAP to be set forth on a timely basis to the individuals responsible for the preparation of Parent’s SEC filings and other public disclosure documents. (d) Neither Parent nor any of its Subsidiaries has any liabilities or obligations of any nature (whether accrued, absolute, contingent or otherwise), except liabilities (i) consolidated balance sheet that were not reflected or reserved against in the consolidated balance sheet (or the notes thereto) of Parent as of December 31, 2019, included accordance with GAAP in the Filed Parent SEC ReportsSeller Balance Sheet which are, individually or in the aggregate, material to the North America Business, results of operations or financial condition of Seller and its Subsidiaries, except for (iii) liabilities incurred after December 31, 2019 since the date of the Seller Balance Sheet in the ordinary course of business, (iii) incurred in connection business consistent with the negotiation, execution, delivery or performance of, or pursuant to the terms of, this Agreement or the other Transaction Documents (for clarity, any liability caused by or resulting from a breach by the Parent of this Agreement shall not be deemed a liability “incurred in connection with the negotiation, execution, delivery or performance of, or pursuant to the terms of, this Agreement) or (iv) past practices that would are not, individually or in the aggregate, reasonably be expected material to have a Parent Material Adverse Effect. (e) Since December 31, 2019, (i) there has not been any Parent Material Adverse Effect the North America Business or Seller and its Subsidiaries and (ii) neither Parent nor any of its Subsidiaries has taken any action that, if taken after Liabilities incurred pursuant to this Agreement. Except for lease payments due under the Canadian Lease that are not yet due and payable and Liabilities relating to the Business Employees incurred since the date of this Agreement, would constitute a breach the Seller Balance Sheet in the ordinary course of any business or other accounts payable incurred since the date of the covenants Seller Balance Sheet in the ordinary course necessary for the operation of the business conducted by the Canadian Subsidiary, the Canadian Subsidiary has no Liabilities required by GAAP to be set forth on a consolidated balance sheet that were not reflected or reserved against in Section 6.02accordance with GAAP in the Seller Balance Sheet.

SEC Filings; Financial Statements; Absence of Changes. (a) Parent has filed all forms, reports, statements, schedules and other documents required to be filed by it, including all contracts required to be filed by Parent as a “material contract” pursuant to Item 601(b) (10) of Regulation S-K under the Securities Act, it with the SEC since January 1, 2018 2009 (collectively, the “Parent SEC Reports”). The Parent SEC Reports (i) at the time they were filed and, if amended, as of the date of such amendment, complied in all material respects with all applicable requirements of the Securities Act, the Exchange Act or SOX, as the case may be, and the rules and regulations promulgated thereunder, and (ii) did not, at the time they were filed, and, if amended, 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. As of the date of this Agreement, there are no material unresolved, pending or, to the knowledge of Parent, threatened proceedings, requests or inquiries of, or investigations by the SEC with respect to the Parent SEC Reports. As of the Closing Date, there will not be any outstanding or unresolved comments in comment letters received from the SEC with respect to the Parent SEC Reports that would have a Parent Material Adverse Effect. To the knowledge of Parent, as of the date of this Agreement, none of the Parent SEC Reports is the subject of ongoing SEC review and there are no inquiries or investigations by the SEC or any Governmental Authority or any internal investigations pending or threatened regarding any accounting practices of Parent or any of its Subsidiaries. As of the Closing Date, none of the Parent SEC Reports will be the subject of ongoing SEC review and there will not be any inquiries or investigations by the SEC or any Governmental Authority or any internal investigations pending or, to the knowledge of Parent, threatened regarding any accounting practices of Parent or any of its Subsidiaries, in each case, except as would not have a Parent Material Adverse Effect. (b) Each of the consolidated financial statements (including, in each case, any notes thereto) contained (or incorporated by reference) in the Parent SEC Reports was prepared in accordance with GAAP applied on a consistent basis throughout the periods indicated (except as may be indicated in the notes thereto or, in the case of unaudited statements, as permitted by Form 10-Q of the SEC) and each fairly presents, in all material respects, the consolidated financial condition, results of operations, changes in stockholders’ equity and cash flows of Parent and its consolidated Subsidiaries as of the respective dates thereof and for the respective periods indicated therein (subject, in the case of unaudited financial statements, to normal and recurring year-end adjustmentsadjustments which are not, in the aggregate, material to Parent and its Subsidiaries, taken as a whole). (c) Parent maintains disclosure controls and procedures required by Rule 13a-15 or Rule 15d-15 under the Exchange Act and Act; such controls and procedures are effective to ensure that all material information concerning Parent and its Subsidiaries is made known on a timely basis to the individuals responsible for the preparation of Parent’s SEC filings and other public disclosure documents. (d) Neither Except as disclosed, reflected or reserved against in the consolidated financial statements (including, in each case, any notes thereto) contained (or incorporated by reference) in the Filed Parent SEC Reports, neither Parent nor any of its Subsidiaries has any liabilities or obligations of any nature (whether accrued, absolute, contingent or otherwise), except liabilities (i) reflected or reserved against in the consolidated balance sheet (or the notes thereto) of Parent as of December 31, 2019, included in the Filed Parent SEC Reports, (ii) incurred after December 31, 2019 in the ordinary course of business, (iii) incurred in connection with the negotiation, execution, delivery or performance of, or pursuant to the terms of, this Agreement or the other Transaction Documents (for clarity, any liability caused by or resulting from a breach by the Parent of this Agreement shall not be deemed a liability “incurred in connection with the negotiation, execution, delivery or performance of, or pursuant to the terms of, this Agreement) or (iv) that which would not, individually or in the aggregate, reasonably be expected to have a Parent Material Adverse Effect. (e) Since December 31, 20192009, (i) there has not been any Parent Material Adverse Effect and (ii) neither Parent nor any of its Subsidiaries has taken any action that, if taken after the date of this Agreement, would constitute a breach of any of the covenants set forth in Section 6.02.

SEC Filings; Financial Statements; Absence of Changes. (a) Parent has filed all forms, reports, statements, schedules and other documents required to be filed by it, including all contracts required to be filed by Parent as a “material contract” pursuant to Item 601(b) (10) of Regulation S-K under the Securities Act, it with the SEC since January 1, 2018 2021 (collectively, the “Parent SEC Reports”). The Parent SEC Reports (i) at the time they were filed and, if amended, as of the date of such amendment, complied in all material respects with all applicable requirements of the Securities Act, Act and the Exchange Act or SOXAct, as the case may be, and the rules and regulations promulgated thereunder, and (ii) did not, at the time they were filed, and, if amended, 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. (b) Each of the consolidated financial statements (including, in each case, any notes thereto) contained (or incorporated by reference) in the Parent SEC Reports was prepared in accordance with GAAP applied on a consistent basis throughout the periods indicated (except as may be indicated in the notes thereto or, in the case of unaudited statements, as permitted by Form 10-Q of the SEC) and each fairly presents, in all material respects, the consolidated financial condition, results of operations, changes in stockholders’ equity and cash flows of Parent and its consolidated Subsidiaries as of the respective dates thereof and for the respective periods indicated therein (subject, in the case of unaudited financial statements, to normal year-end adjustments). (c) The Parent maintains disclosure Parties maintain a system of internal controls over financial reporting to provide reasonable assurance regarding (i) the reliability of financial reporting, including policies and procedures required by Rule 13a-15 or Rule 15d-15 under that mandate the Exchange Act maintenance of records that in reasonable detail accurately and such controls fairly reflect the material transactions and procedures dispositions of the assets of the Parent Parties; (ii) that transactions are effective recorded as necessary to ensure that all material information concerning Parent and its Subsidiaries is made known on a timely basis to the individuals responsible for the permit preparation of Parent’s SEC filings financial statements in conformity with GAAP, consistently applied; (iii) that transactions are executed only in accordance with the authorization of management; and other public disclosure documents(iv) the prevention or timely detection of the unauthorized acquisition, use or disposition of assets. (d) Neither Parent nor any is in compliance in all material respects with the rules of its Subsidiaries has any liabilities or obligations NASDAQ and there is no Action pending or, to the knowledge of any nature (whether accruedParent threatened, absoluteagainst Parent by NASDAQ, contingent or otherwise), except liabilities (i) reflected or reserved against in the consolidated balance sheet (Financial Industry Regulatory Authority or the notes thereto) SEC with respect to any intention by such entity to deregister the Parent Common Stock or terminate the listing of Parent as Common Stock on NASDAQ. Since January 1, 2023, Parent has taken no action that is designed to terminate the registration of December 31, 2019, included in the Filed Parent SEC Reports, (ii) incurred after December 31, 2019 in the ordinary course of business, (iii) incurred in connection with the negotiation, execution, delivery or performance of, or pursuant to the terms of, this Agreement or the other Transaction Documents (for clarity, any liability caused by or resulting from a breach by the Parent of this Agreement shall not be deemed a liability “incurred in connection with Common Stock under the negotiation, execution, delivery or performance of, or pursuant to the terms of, this Agreement) or (iv) that would not, individually or in the aggregate, reasonably be expected to have a Parent Material Adverse EffectExchange Act. (e) Since December 31Between January 1, 2019, (i) there has not been any Parent Material Adverse Effect 2023 and (ii) neither Parent nor any of its Subsidiaries has taken any action that, if taken after the date of this Agreement, would constitute a breach of any there have been no formal investigations instituted regarding financial reporting or accounting policies and practices discussed with, reviewed by or initiated at the direction of the covenants set forth chief executive officer, chief financial officer, principal accounting officer or general counsel of Parent, the Parent Board or any committee thereof, other than ordinary course audits or reviews of accounting policies and practices or internal controls required by the Xxxxxxxx-Xxxxx Act. Between January 1, 2023 and the date of this Agreement, no executive officer of Parent has failed in any respect to make the certifications required of him or her under Section 6.02302 or 906 of the Xxxxxxxx-Xxxxx Act with respect to any Parent SEC Reports. (f) As of the date of this Agreement, there are no outstanding or unresolved comments received from the SEC with respect to any Parent SEC Report and, to the knowledge of Parent, none of the Parent SEC Reports is the subject of ongoing SEC review. As of the date of this Agreement, there has been no material correspondence between the SEC and Parent since January 1, 2023.

SEC Filings; Financial Statements; Absence of Changes. (a) Parent has filed all forms, reports, statements, schedules and other documents required to be filed by it, including all contracts required to be filed by Parent as a “material contract” pursuant to Item 601(b) (10601(b)(10) of Regulation S-K under the Securities Act, with the SEC since January 1, 2018 (collectively, the “Parent SEC Reports”). The Parent SEC Reports (i) at the time they were filed and, if amended, as of the date of such amendment, complied in all material respects with all applicable requirements of the Securities Act, the Exchange Act or SOX, as the case may be, and the rules and regulations promulgated thereunder, and (ii) did not, at the time they were filed, and, if amended, 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. (b) Each of the consolidated financial statements (including, in each case, any notes thereto) contained (or incorporated by reference) in the Parent SEC Reports was prepared in accordance with GAAP applied on a consistent basis throughout the periods indicated (except as may be indicated in the notes thereto or, in the case of unaudited statements, as permitted by Form 10-Q 10‑Q of the SEC) and each fairly presents, in all material respects, the consolidated financial condition, results of operations, changes in stockholders’ equity and cash flows of Parent and its consolidated Subsidiaries as of the respective dates thereof and for the respective periods indicated therein (subject, in the case of unaudited financial statements, to normal year-end adjustments). (c) Parent maintains disclosure controls and procedures required by Rule 13a-15 13a‑15 or Rule 15d-15 15d‑15 under the Exchange Act and such controls and procedures are effective to ensure that all material information concerning Parent and its Subsidiaries is made known on a timely basis to the individuals responsible for the preparation of Parent’s SEC filings and other public disclosure documents. (d) Neither Parent nor any of its Subsidiaries has any liabilities or obligations of any nature (whether accrued, absolute, contingent or otherwise), except liabilities (i) reflected or reserved against in the consolidated balance sheet (or the notes thereto) of Parent as of December 31, 2019, included in the Filed Parent SEC Reports, (ii) incurred after December 31, 2019 in the ordinary course of business, (iii) incurred in connection with the negotiation, execution, delivery or performance of, or pursuant to the terms of, this Agreement or the other Transaction Documents (for clarity, any liability caused by or resulting from a breach by the Parent of this Agreement shall not be deemed a liability “incurred in connection with the negotiation, execution, delivery or performance of, or pursuant to the terms of, this Agreement) or (iv) that would not, individually or in the aggregate, reasonably be expected to have a Parent Material Adverse Effect. (e) Since December 31, 2019, (i) there has not been any Parent Material Adverse Effect and (ii) neither Parent nor any of its Subsidiaries has taken any action that, if taken after the date of this Agreement, would constitute a breach of any of the covenants set forth in Section 6.02.

SEC Filings; Financial Statements; Absence of Changes. (a) Parent Seller (i) has filed made available to Purchaser accurate and complete copies of all forms, reports, registration statements, schedules definitive proxy statements and other documents required to be (including exhibits and in each case together with all amendments thereto) filed by itSeller with the Commission on or after September 16, 2003 to the date of this Agreement, and (ii) agrees to timely file, and to make available to Purchaser promptly after the filing thereof true and complete copies of, all reports, registration statements, proxy statements and other documents (including exhibits and in each case together with all contracts required to be filed by Parent as a “material contract” pursuant to Item 601(bamendments thereto) (10) of Regulation S-K under the Securities Actsuch reports, registration statements, proxy statements and other documents, together with the SEC since January 1any amendments thereto, 2018 (collectively, are collectively referred to as the “Parent SEC ReportsSeller Commission Filings”). The Parent SEC Reports Seller Commission Filings filed with the Commission constitute, and the Seller Commission Filings to be made after the date hereof and on or before the Closing Date will constitute, all of the documents (other than preliminary materials) that Seller was or will be required to file with the Commission from September 16, 2003, to the date hereof and the Closing Date, respectively. As of their respective filing dates (or if amended or superseded by a filing, then on the filing date of such amending or superseding filing), the Seller Commission Filings (i) at the time they were filed andwere, if amendedand will be, as of the date of such amendmentprepared in accordance, complied and complied, or will comply, in all material respects respects, with all applicable the requirements of the Securities Act, or the Exchange Act or SOXAct, as the case may be, and the rules and regulations promulgated thereunder, of the Commission thereunder applicable to such Seller Commission Filings and (ii) did not, at the time they were filed, and, if amended, as of the date of such amendmentand will 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 therein, in the light of the circumstances under which they were made, not misleading. (b) Each of the audited consolidated financial statements and unaudited interim financial statements (including, in each case, any related notes thereto) contained (or incorporated by referenceto be contained) in the Parent SEC Reports was Seller Commission Filings (the “Seller Financials”), as of their respective filing dates, (i) complied, or will comply, in all material respects with the published rules and regulations of the Commission with respect thereto, (ii) was, or will be, prepared in accordance with GAAP applied on a consistent basis throughout the periods indicated (except as may be indicated in the notes thereto or, in the case of unaudited statements, as permitted by Form 10-Q of the SECthereto) and each (iii) fairly presentspresented, or will fairly present, in all material respects, respects the consolidated financial condition, results position of operations, changes in stockholders’ equity and cash flows of Parent and its consolidated Subsidiaries Seller as of at the respective dates thereof and the results of Seller’s operations and cash flows for the respective periods indicated therein (subjectindicated, in except that the case of unaudited interim financial statements, statements may not contain footnotes and were or are subject to normal and recurring year-end adjustments); provided, however, that no representation is made with respect to any financial information included in the proxy statement relating to the transaction contemplated by the Double C Agreement or any filing made on Form 8-K relating thereto. The balance sheet of Seller contained in Seller’s Form 10-Q for the quarter ended February 28, 2005 as filed with the Commission is hereinafter referred to as the “Seller Balance Sheet.” (c) Parent maintains disclosure controls and procedures required by Rule 13a-15 Except as disclosed in the Seller Balance Sheet or Rule 15d-15 under as disclosed in Section 4.2(c) of the Exchange Act and such controls and procedures are effective to ensure that all material information concerning Parent Seller Disclosure Letter, Seller and its Subsidiaries is made known have no Liabilities required by GAAP to be set forth on a timely basis to the individuals responsible for the preparation of Parent’s SEC filings and other public disclosure documents. (d) Neither Parent nor any of its Subsidiaries has any liabilities or obligations of any nature (whether accrued, absolute, contingent or otherwise), except liabilities (i) consolidated balance sheet that were not reflected or reserved against in the consolidated balance sheet (or the notes thereto) of Parent as of December 31, 2019, included accordance with GAAP in the Filed Parent SEC ReportsSeller Balance Sheet which are, individually or in the aggregate, material to the Non-North America Business, results of operations or financial condition of Seller and its Subsidiaries, except for (iii) liabilities incurred after December 31, 2019 since the date of the Seller Balance Sheet in the ordinary course of business, (iii) incurred in connection business consistent with the negotiation, execution, delivery or performance of, or pursuant to the terms of, this Agreement or the other Transaction Documents (for clarity, any liability caused by or resulting from a breach by the Parent of this Agreement shall not be deemed a liability “incurred in connection with the negotiation, execution, delivery or performance of, or pursuant to the terms of, this Agreement) or (iv) past practices that would are not, individually or in the aggregate, reasonably be expected material to have a Parent Material Adverse Effect. (e) Since December 31, 2019, (i) there has not been any Parent Material Adverse Effect the Non-North America Business or Seller and its Subsidiaries and (ii) neither Parent nor any Liabilities incurred pursuant to this Agreement. Except for lease payments due under the UK Lease that are not yet due and payable and Liabilities relating to the Business Employees incurred since the date of its Subsidiaries the Seller Balance Sheet in the ordinary course of business or other accounts payable incurred since the date of the Seller Balance Sheet in the ordinary course necessary for the operation of the business conducted by the Netherlands Subsidiary, the Netherlands Subsidiary has taken any action thatno Liabilities required by GAAP to be set forth on a consolidated balance sheet that were not reflected or reserved against in accordance with GAAP in the Seller Balance Sheet. (d) Absence of Certain Changes, if taken after Events and Conditions. Except as otherwise disclosed in the Seller Commission Filings filed prior to the date of this Agreement or as set forth on Section 4.2(d) of the Seller Disclosure Letter, since February 28, 2005 through the date of this Agreement, would constitute there has not been any change, and no event has occurred and no condition exists, that individually or together with all other such changes, events and conditions, has had or is reasonably likely to have a breach of any Material Adverse Effect on the Seller, the Non-North America Business or the Transferred Assets. (e) The financial model that estimates the operating expenses and receipts for the Non-North America Business that has previously been provided to Purchaser was prepared in good faith, is based upon reasonable assumptions based upon all material information regarding the matters set forth therein that are known to Seller, and represents Seller’s current reasonable estimate of the covenants set forth in Section 6.02future financial performance of the Non-North America Business.

SEC Filings; Financial Statements; Absence of Changes. (a) Parent Seller (i) has filed made available to Purchaser accurate and complete copies of all forms, reports, registration statements, schedules definitive proxy statements and other documents (including exhibits and in each case together with all amendments thereto) filed by Seller with the Commission on or after September 16, 2003 to the date of this Agreement, and (ii) agrees to timely file, and to make available to Purchaser promptly after the filing thereof true and complete copies of, all reports, registration statements, proxy statements and other documents (including exhibits and in each case together with all amendments thereto) (such reports, registration statements, proxy statements and other documents, together with any amendments thereto, are collectively referred to as the "Seller Commission Filings"). The Seller Commission Filings filed with the Commission constitute, and the Seller Commission Filings to be made after the date hereof and on or before the Closing Date will constitute, all of the documents (other than preliminary materials) that Seller was or will be required to be filed file with the Commission from September 16, 2003, to the date hereof and the Closing Date, respectively. As of their respective filing dates (or if amended or superseded by ita filing, including then on the filing date of such amending or superseding filing), the Seller Commission Filings (i) were, and will be, prepared in accordance, and complied, or will comply, in all contracts required to be filed by Parent as a “material contract” pursuant to Item 601(b) (10) of Regulation S-K under the Securities Actrespects, with the SEC since January 1, 2018 (collectively, the “Parent SEC Reports”). The Parent SEC Reports (i) at the time they were filed and, if amended, as of the date of such amendment, complied in all material respects with all applicable requirements of the Securities Act, or the Exchange Act or SOXAct, as the case may be, and the rules and regulations promulgated thereunder, of the Commission thereunder applicable to such Seller Commission Filings and (ii) did not, at the time they were filed, and, if amended, as of the date of such amendmentand will 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 therein, in the light of the circumstances under which they were made, not misleading. (b) Each of the audited consolidated financial statements and unaudited interim financial statements (including, in each case, any related notes thereto) contained (or incorporated by referenceto be contained) in the Parent SEC Reports was Seller Commission Filings (the "Seller Financials"), as of their respective filing dates, (i) complied, or will comply, in all material respects with the published rules and regulations of the Commission with respect thereto, (ii) was, or will be, prepared in accordance with GAAP applied on a consistent basis throughout the periods indicated (except as may be indicated in the notes thereto or, in the case of unaudited statements, as permitted by Form 10-Q of the SECthereto) and each (iii) fairly presentspresented, or will fairly present, in all material respects, respects the consolidated financial condition, results position of operations, changes in stockholders’ equity and cash flows of Parent and its consolidated Subsidiaries Seller as of at the respective dates thereof and the results of Seller's operations and cash flows for the respective periods indicated therein (subjectindicated, in except that the case of unaudited interim financial statements, statements may not contain footnotes and were or are subject to normal and recurring year-end adjustments); provided, however, that no representation is made with respect to any financial information included in the proxy statement relating to the transaction contemplated by the Double C Agreement or any filing made on Form 8-K relating thereto. The balance sheet of Seller contained in Seller's Form 10-Q for the quarter ended February 28, 2005 as filed with the Commission is hereinafter referred to as the "Seller Balance Sheet." (c) Parent maintains disclosure controls and procedures required by Rule 13a-15 Except as disclosed in the Seller Balance Sheet or Rule 15d-15 under as disclosed in Section 4.2(c) of the Exchange Act and such controls and procedures are effective to ensure that all material information concerning Parent Seller Disclosure Letter, Seller and its Subsidiaries is made known have no Liabilities required by GAAP to be set forth on a timely basis to the individuals responsible for the preparation of Parent’s SEC filings and other public disclosure documents. (d) Neither Parent nor any of its Subsidiaries has any liabilities or obligations of any nature (whether accrued, absolute, contingent or otherwise), except liabilities (i) consolidated balance sheet that were not reflected or reserved against in the consolidated balance sheet (or the notes thereto) of Parent as of December 31, 2019, included accordance with GAAP in the Filed Parent SEC ReportsSeller Balance Sheet which are, individually or in the aggregate, material to the Non-North America Business, results of operations or financial condition of Seller and its Subsidiaries, except for (iii) liabilities incurred after December 31, 2019 since the date of the Seller Balance Sheet in the ordinary course of business, (iii) incurred in connection business consistent with the negotiation, execution, delivery or performance of, or pursuant to the terms of, this Agreement or the other Transaction Documents (for clarity, any liability caused by or resulting from a breach by the Parent of this Agreement shall not be deemed a liability “incurred in connection with the negotiation, execution, delivery or performance of, or pursuant to the terms of, this Agreement) or (iv) past practices that would are not, individually or in the aggregate, reasonably be expected material to have a Parent Material Adverse Effect. (e) Since December 31, 2019, (i) there has not been any Parent Material Adverse Effect the Non-North America Business or Seller and its Subsidiaries and (ii) neither Parent nor any of its Subsidiaries has taken any action that, if taken after Liabilities incurred pursuant to this Agreement. Except for lease payments due under the UK Lease that are not yet due and payable and Liabilities relating to the Business Employees incurred since the date of this Agreement, would constitute a breach the Seller Balance Sheet in the ordinary course of any business or other accounts payable incurred since the date of the covenants Seller Balance Sheet in the ordinary course necessary for the operation of the business conducted by the Netherlands Subsidiary, the Netherlands Subsidiary has no Liabilities required by GAAP to be set forth on a consolidated balance sheet that were not reflected or reserved against in Section 6.02accordance with GAAP in the Seller Balance Sheet.

SEC Filings; Financial Statements; Absence of Changes. (a) Parent Buyer has timely filed all registration statements, forms, reports, schedules, prospectuses, proxy statements, schedules certifications and other documents required to be filed by it, including all contracts required to be filed by Parent as a “material contract” pursuant to Item 601(b) (10) of Regulation S-K under the Securities Act, Buyer with the SEC since January 1in the past twenty-four (24) months. All such registration statements, 2018 forms, reports and other documents (collectively, including those that Buyer may file after the date hereof until the Closing and together with all exhibits and schedules thereto and documents incorporated by reference therein) are referred to herein as the “Parent Buyer SEC Reports”). The Parent .” All of the Buyer SEC Reports (i) were or will be filed on a timely basis, (ii) at the time filed, complied, or will comply when filed, as to form in all material respects with the requirements of the Securities Act, the Exchange Act and the Xxxxxxxx-Xxxxx Act of 2002, and rules and regulations promulgated thereunder applicable to such Buyer SEC Reports and (iii) did not, or will not, at the time they were or are filed and(or, if amended, as of the date of such amendment, complied in all material respects with all applicable requirements of the Securities Act, the Exchange Act or SOX, as the case may be, and the rules and regulations promulgated thereunder, and (ii) did not, at the time they were filed, and, if amended, 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 in such Buyer SEC Reports or necessary in order to make the statements made thereinin such Buyer SEC Reports, in the light of the circumstances under which they were made, not misleading. (b) Each Since the date of the consolidated financial statements (including, in each case, any notes thereto) contained (Buyer’s most recent Annual Report on Form 10-K or incorporated by reference) in the Parent SEC Reports was prepared in accordance with GAAP applied Quarterly Report on a consistent basis throughout the periods indicated (except as may be indicated in the notes thereto or, in the case of unaudited statements, as permitted by Form 10-Q of through the SECdate hereof, (a) and each fairly presents, in all material respects, the consolidated financial condition, results of operations, changes in stockholders’ equity and cash flows of Parent and Buyer has conducted its consolidated Subsidiaries as of the respective dates thereof and for the respective periods indicated therein (subject, business in the case Ordinary Course of unaudited financial statements, to normal year-end adjustments). Business and (c) Parent maintains disclosure controls and procedures required by Rule 13a-15 or Rule 15d-15 under the Exchange Act and such controls and procedures are effective to ensure that all material information concerning Parent and its Subsidiaries is made known on a timely basis to the individuals responsible for the preparation of Parent’s SEC filings and other public disclosure documents. (d) Neither Parent nor any of its Subsidiaries has any liabilities or obligations of any nature (whether accrued, absolute, contingent or otherwise), except liabilities (i) reflected or reserved against in the consolidated balance sheet (or the notes thereto) of Parent as of December 31, 2019, included in the Filed Parent SEC Reports, (ii) incurred after December 31, 2019 in the ordinary course of business, (iii) incurred in connection with the negotiation, execution, delivery or performance of, or pursuant to the terms of, this Agreement or the other Transaction Documents (for clarity, any liability caused by or resulting from a breach by the Parent of this Agreement shall not be deemed a liability “incurred in connection with the negotiation, execution, delivery or performance of, or pursuant to the terms of, this Agreement) or (iv) that would not, individually or in the aggregate, reasonably be expected to have a Parent Material Adverse Effect. (e) Since December 31, 2019, (ib) there has not been any Parent Buyer Material Adverse Effect and (ii) neither Parent nor any of its Subsidiaries has taken any action that, if taken after the date of this Agreement, would constitute a breach of any of the covenants set forth in Section 6.02Change.

SEC Filings; Financial Statements; Absence of Changes. (a) Parent Buyer has timely filed all registration statements, forms, reports, schedules, prospectuses, proxy statements, schedules certifications and other documents required to be filed by it, including all contracts required to be filed by Parent as a “material contract” pursuant to Item 601(b) (10) of Regulation S-K under the Securities Act, Buyer with the SEC since January 1in the past twenty-four (24) months. All such registration statements, 2018 forms, reports and other documents (collectively, including those that Buyer may file after the date hereof until the Closing and together with all exhibits and schedules thereto and documents incorporated by reference therein) are referred to herein as the “Parent Buyer SEC Reports”). The Parent .” All of the Buyer SEC Reports (i) were or will be filed on a timely basis, (ii) at the time filed, complied, or will comply when filed, as to form in all material respects with the requirements of the Securities Act, the Exchange Act and the Sxxxxxxx-Xxxxx Act of 2002, and rules and regulations promulgated thereunder applicable to such Buyer SEC Reports and (iii) did not, or will not, at the time they were or are filed and(or, if amended, as of the date of such amendment, complied in all material respects with all applicable requirements of the Securities Act, the Exchange Act or SOX, as the case may be, and the rules and regulations promulgated thereunder, and (ii) did not, at the time they were filed, and, if amended, 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 in such Buyer SEC Reports or necessary in order to make the statements made thereinin such Buyer SEC Reports, in the light of the circumstances under which they were made, not misleading. (b) Each Since the date of the consolidated financial statements (including, in each case, any notes thereto) contained (Buyer’s most recent Annual Report on Form 10-K or incorporated by reference) in the Parent SEC Reports was prepared in accordance with GAAP applied Quarterly Report on a consistent basis throughout the periods indicated (except as may be indicated in the notes thereto or, in the case of unaudited statements, as permitted by Form 10-Q of through the SECdate hereof, (a) and each fairly presents, in all material respects, the consolidated financial condition, results of operations, changes in stockholders’ equity and cash flows of Parent and Buyer has conducted its consolidated Subsidiaries as of the respective dates thereof and for the respective periods indicated therein (subject, business in the case Ordinary Course of unaudited financial statements, to normal year-end adjustments). Business and (c) Parent maintains disclosure controls and procedures required by Rule 13a-15 or Rule 15d-15 under the Exchange Act and such controls and procedures are effective to ensure that all material information concerning Parent and its Subsidiaries is made known on a timely basis to the individuals responsible for the preparation of Parent’s SEC filings and other public disclosure documents. (d) Neither Parent nor any of its Subsidiaries has any liabilities or obligations of any nature (whether accrued, absolute, contingent or otherwise), except liabilities (i) reflected or reserved against in the consolidated balance sheet (or the notes thereto) of Parent as of December 31, 2019, included in the Filed Parent SEC Reports, (ii) incurred after December 31, 2019 in the ordinary course of business, (iii) incurred in connection with the negotiation, execution, delivery or performance of, or pursuant to the terms of, this Agreement or the other Transaction Documents (for clarity, any liability caused by or resulting from a breach by the Parent of this Agreement shall not be deemed a liability “incurred in connection with the negotiation, execution, delivery or performance of, or pursuant to the terms of, this Agreement) or (iv) that would not, individually or in the aggregate, reasonably be expected to have a Parent Material Adverse Effect. (e) Since December 31, 2019, (ib) there has not been any Parent Buyer Material Adverse Effect and (ii) neither Parent nor any of its Subsidiaries has taken any action that, if taken after the date of this Agreement, would constitute a breach of any of the covenants set forth in Section 6.02Change.