Common use of SEC Filings; Financial Statements; Information Provided Clause in Contracts

SEC Filings; Financial Statements; Information Provided. (a) The Company has provided to the Buyer true and complete copies of all Company SEC Reports filed with the SEC prior to the date hereof. All registration statements, forms, reports and other documents (including those that the Company may file after the date hereof until the Closing) filed with the SEC are referred to herein as the “Company SEC Reports.” Except as set forth in Section 3.4(a) of the Company Disclosure Schedule, the Company SEC Reports (i) were or will be filed on a timely basis, (ii) at the time filed, were or will be prepared in compliance in all material respects with the applicable requirements of the Securities Act of 1933, as amended (the “Securities Act”), the Exchange Act, as the case may be, and, if applicable, the Xxxxxxxx-Xxxxx Act of 2002 (the “Xxxxxxxx-Xxxxx Act”), and the rules and regulations of the SEC thereunder applicable to such Company SEC Reports, and (iii) did not or will not at the time they were or are filed contain any untrue statement of a material fact or omit to state a material fact required to be stated in such Company SEC Reports or necessary in order to make the statements in such Company SEC Reports, in light of the circumstances under which they were made, not misleading. No Subsidiary of the Company is subject to the reporting requirements of Section 13(a) or Section 15(d) of the Exchange Act. Since March 7, 2000, the Company has filed with the SEC all registration statements, forms, reports and other documents required to be filed under the Securities Act, the Exchange Act, the Xxxxxxxx-Xxxxx Act and the rules and regulations of the SEC thereunder (including those that are required to be filed after the date hereof until the Closing).

SEC Filings; Financial Statements; Information Provided. (a) The Company has provided to the Buyer true and complete copies of filed all Company SEC Reports filed with the SEC prior to the date hereof. All registration statements, forms, reports reports, certifications and other documents (including those that required to be filed by the Company may file after the date hereof until the Closing) filed with the SEC since March 28, 2009. All such registration statements, forms, reports, certifications and other documents are referred to herein as the “Company SEC ReportsDocuments.” Except as set forth in Section 3.4(a) To the extent that the form of any Company SEC Document available on the SEC’s XXXXX system reflects the redaction of any of such Company Disclosure ScheduleSEC Document’s terms, the Company has made available to Parent an unredacted copy of such Company SEC Reports (i) were Document. The Company has made available to the Parent copies of all comment letters received by the Company from the staff of the SEC since March 28, 2009 and all responses to such comment letters by or will be filed on a timely basis, (ii) behalf of the Company. The Company SEC Documents at the time filed, or as amended prior to the date of this Agreement, were or will be prepared in compliance in all material respects with the applicable requirements of the Securities Act of 1933, as amended (the “Securities Act”), and the Exchange Act, as the case may be, and, if applicable, the Xxxxxxxx-Xxxxx Act of 2002 (the “Xxxxxxxx-Xxxxx Act”), and the rules and regulations of the SEC thereunder applicable to such Company SEC ReportsDocuments, and (iii) did not or will not at the time they were or are filed contain any untrue statement of a material fact or omit to state a material fact required to be stated in such Company SEC Reports Documents or necessary in order to make the statements in such Company SEC ReportsDocuments, in the light of the circumstances under which they were made, not misleading. No Subsidiary of the Company is subject to the reporting requirements of Section 13(a) 13 or Section 15(d) of the Exchange Act. Since March 7, 2000As used in this Section 3.5, the Company has filed with term “file” shall be broadly construed to include any manner in which a document or information is furnished, supplied or otherwise made available to the SEC all registration statements, forms, reports and other documents required to be filed under the Securities Act, the Exchange Act, the Xxxxxxxx-Xxxxx Act and the rules and regulations of the SEC thereunder (including those that are required to be filed after the date hereof until the Closing)SEC.

SEC Filings; Financial Statements; Information Provided. (a) The Company SkillSoft has provided filed all registration statements, forms, reports and other documents required to be filed by SkillSoft with the Buyer true SEC since January 31, 2000 and complete has made available to SmartForce copies of all Company SEC Reports registration statements, forms, reports and other documents filed by SkillSoft with the SEC prior to since such date, all of which are available on the date hereofSEC's XXXXX system. All such required registration statements, forms, reports and other documents (including those that the Company SkillSoft may file after the date hereof until the Closing) filed with the SEC are referred to herein as the “Company "SkillSoft SEC Reports.” Except as set forth in Section 3.4(a) of the Company Disclosure Schedule, the Company " The SkillSoft SEC Reports (i) were or will be filed on a timely basis, (ii) at the time filed, were or will be prepared in compliance in all material respects with the applicable requirements of the Securities Act of 1933, as amended (the “Securities Act”), and the Exchange Act, as the case may be, and, if applicable, the Xxxxxxxx-Xxxxx Act of 2002 (the “Xxxxxxxx-Xxxxx Act”), and the rules and regulations of the SEC thereunder applicable to such Company SkillSoft SEC Reports, and (iii) did not or will not at the time they were or are filed contain any untrue statement of a material fact or omit to state a material fact required to be stated in such Company SkillSoft SEC Reports or necessary in order to make the statements in such Company SkillSoft SEC Reports, in the light of the circumstances under which they were made, not misleading. No Subsidiary of the Company SkillSoft is subject to the reporting requirements of Section Sections 13(a) or Section 15(d) of the Exchange Act. Since March 7, 2000, the Company has filed with the SEC all registration statements, forms, reports and other documents required to be filed under the Securities Act, the Exchange Act, the Xxxxxxxx-Xxxxx Act and the rules and regulations of the SEC thereunder (including those that are required to be filed after the date hereof until the Closing).

SEC Filings; Financial Statements; Information Provided. (a) The Public Company has provided to the Buyer true and complete copies of filed all Company SEC Reports filed with the SEC prior to the date hereof. All registration statements, forms, reports reports, certifications and other documents required to be filed by Public Company with the SEC since January 1, 2006. All such registration statements, forms, reports, certifications and other documents (including those that the Public Company may file after the date hereof until the Closing) filed with the SEC are referred to herein as the “Public Company SEC ReportsDocuments.” All Public Company SEC Documents are publicly available on the SEC’s XXXXX system. Public Company has given to Merger Partner copies of all comment letters received by Public Company from the staff of the SEC and all responses to such comment letters by or on behalf of Public Company since January 1, 2006. Except as set forth disclosed in Section 3.4(a4.5(a) of the Public Company Disclosure Schedule, the all Public Company SEC Reports Documents (iA) were or will be filed or deemed filed on a timely basis, (iiB) at the time filed, were or will be prepared in compliance in all material respects with the applicable requirements of the Securities Act of 1933, as amended (the “Securities Act”), and the Exchange Act, as the case may be, and, if applicable, the Xxxxxxxx-Xxxxx Act of 2002 (the “Xxxxxxxx-Xxxxx Act”), and the rules and regulations of the SEC thereunder applicable to such Public Company SEC Reports, Documents and (iiiC) did not or will not at the time they were or are filed contain any untrue statement of a material fact or omit to state a material fact omission required to be stated in such Public Company SEC Reports Documents or necessary in order to make the statements in such Public Company SEC ReportsDocuments, in the light of the circumstances under which they were made, not misleading. No Subsidiary of the Public Company is subject to the reporting requirements of Section 13(a) 13 or Section 15(d) of the Exchange Act. Since March 7, 2000As used in this Section 4.5, the Company has filed with term “file” shall be broadly construed to include any manner in which a document or information is furnished, supplied or otherwise made available to the SEC all registration statements, forms, reports and other documents required to be filed under the Securities Act, the Exchange Act, the Xxxxxxxx-Xxxxx Act and the rules and regulations of the SEC thereunder (including those that are required to be filed after the date hereof until the Closing)SEC.

SEC Filings; Financial Statements; Information Provided. (a) The Company has provided filed all registration statements, forms, reports and other documents required to be filed by the Buyer true and complete copies of all Company SEC Reports filed with the SEC prior to the date hereofsince January 1, 2015. All such registration statements, forms, reports and other documents (including exhibits, all other information incorporated therein and any supplements or amendments thereto and those registration statements, forms, reports and other documents that the Company may file after the date hereof until the Closing) filed with the SEC are referred to herein as the “Company SEC Reports.” Except as set forth in Section 3.4(a) of the Company Disclosure Schedule, the The Company SEC Reports (i) were or will be filed on a timely basis, (ii) at the time filed, were complied, or will be prepared in compliance comply when filed, as to form in all material respects with the applicable requirements of the Securities Act of 1933, as amended (the “Securities Act”), and the Exchange Act, as the case may be, and, if applicable, the Xxxxxxxx-Xxxxx Act of 2002 (the “Xxxxxxxx-Xxxxx Act”), and the rules and regulations of the SEC thereunder applicable to such Company SEC Reports, Reports and (iii) except to the extent that information contained in a Company SEC Report has been revised, amended, modified or superseded by a later filed Company SEC Report prior to the date hereof, did not or will not at the time they were or are filed contain any untrue statement of a material fact or omit to state a material fact required to be stated in such Company SEC Reports or necessary in order to make the statements in such Company SEC Reports, in the light of the circumstances under which they were made, not misleading. No Subsidiary The Company has not as of the date hereof received any written comments from the SEC with respect to any of the Company is subject to the reporting requirements of Section 13(a) or Section 15(d) of the Exchange Act. Since March 7, 2000, the Company has filed with the SEC all registration statements, forms, reports and other documents required to be filed under the Securities Act, the Exchange Act, the Xxxxxxxx-Xxxxx Act and the rules and regulations of the SEC thereunder (including those that are required to be filed after the date hereof until the Closing)Reports which remain unresolved.

SEC Filings; Financial Statements; Information Provided. (a) The Company has provided to the Buyer true and complete copies of filed all Company SEC Reports filed with the SEC prior to the date hereof. All registration statements, forms, reports and other documents required to be filed by the Company with the Securities and Exchange Commission (the “SEC”) since November 30, 2010. All such registration statements, forms, reports and other documents filed after such date (including those that the Company may file after the date hereof until the Closing) filed with the SEC are referred to herein as the “Company SEC Reports.” Except as set forth in Section 3.4(a) of the Company Disclosure Schedule, the The Company SEC Reports (i) were or will be filed on a timely basis, (ii) at the time filed, were complied, or will be prepared in compliance comply when filed, as to form in all material respects with the applicable requirements of the Securities Act of 1933, as amended (the “Securities Act”), and the Exchange Act, as the case may be, and, if applicable, the Xxxxxxxx-Xxxxx Act of 2002 (the “Xxxxxxxx-Xxxxx Act”), and the rules and regulations of the SEC thereunder applicable to such Company SEC Reports, Reports and (iii) did not or will not at the time they were or are filed contain any untrue statement of a material fact or omit to state a material fact required to be stated in such Company SEC Reports or necessary in order to make the statements in such Company SEC Reports, in the light of the circumstances under which they were made, not misleading. As of the date of this Agreement, there are no outstanding or unresolved comments in comment letters received from the SEC or its staff. There has been no material correspondence between the SEC and the Company since November 30, 2010 that is not available on the SEC’s Electronic Data Gathering and Retrieval database. No Subsidiary of the Company is subject to the reporting requirements of Section 13(a) or Section 15(d) of the Exchange Act. Since March 7, 2000, the Company has filed with the SEC all registration statements, forms, reports and other documents required to be filed under the Securities Act, the Exchange Act, the Xxxxxxxx-Xxxxx Act and the rules and regulations of the SEC thereunder (including those that are required to be filed after the date hereof until the Closing).

SEC Filings; Financial Statements; Information Provided. (a) The Company has provided filed all registration statements, forms, reports and other documents required to be filed by the Buyer true and complete copies of all Company SEC Reports filed with the SEC prior to the date hereofsince January 1, 2004. All such registration statements, forms, reports and other documents (including those that the Company may file after the date hereof until the Closing) filed with the SEC and all documents incorporated by reference, in such registration statements, forms, reports and other documents are referred to herein as the “Company SEC Reports.” Except as set forth in Section 3.4(a) of the Company Disclosure Schedule, the ”. The Company SEC Reports (i) were or will be filed on a timely basis, (ii) at the time filed, were complied, or will be prepared in compliance comply when filed, as to form in all material respects with the applicable requirements of the Securities Act of 1933, as amended (the “Securities Act”), and the Exchange Act, as the case may be, and, if applicable, the Xxxxxxxx-Xxxxx Act of 2002 (the “Xxxxxxxx-Xxxxx Act”), ) and the rules and regulations of the SEC thereunder applicable to such Company SEC Reports, and (iii) did not or will not at the time they were or are filed contain any untrue statement of a material fact or omit to state a material fact required to be stated in such Company SEC Reports or necessary in order to make the statements in such Company SEC Reports, in the light of the circumstances under which they were made, not misleading. No Subsidiary of the Company is subject to the reporting requirements of Section 13(a) or Section 15(d) of the Exchange ActAct or is otherwise required to file any form, report or other document with the SEC. Since March 7To the Company’s Knowledge, 2000, no investigation by the SEC with respect to the Company has filed with the SEC all registration statements, forms, reports and other documents required to be filed under the Securities Act, the Exchange Act, the Xxxxxxxx-Xxxxx Act and the rules and regulations or any of the SEC thereunder (including those that are required to be filed after the date hereof until the Closing)its Subsidiaries is pending or threatened.

SEC Filings; Financial Statements; Information Provided. (a) The Company Parent has provided filed all registration statements, forms, reports and other documents required to be filed by the Parent with the SEC since January 1, 2004 and has made available to the Buyer true and complete Company copies of all Company SEC Reports registration statements, forms, reports and other documents filed by the Parent with the SEC prior to since such date, all of which are publicly available on the date hereofSEC’s XXXXX system. All such registration statements, forms, reports and other documents (including those that the Company Parent may file after the date hereof until the Closing) filed with the SEC are referred to herein as the “Company Parent SEC Reports.” Except as set forth in Section 3.4(a) of the Company Disclosure Schedule, the Company The Parent SEC Reports (i) were or will be filed on a timely basis, (ii) at the time filed, were or will be prepared in compliance in all material respects with the applicable requirements of the Securities Act of 1933, as amended (the “Securities Act”), and the Exchange Act, as the case may be, and, if applicable, the Xxxxxxxx-Xxxxx Act of 2002 (the “Xxxxxxxx-Xxxxx Act”), and the rules and regulations of the SEC thereunder applicable to such Company Parent SEC Reports, and (iii) did not or will not at the time they were or are filed contain any untrue statement of a material fact or omit to state a material fact required to be stated in such Company Parent SEC Reports or necessary in order to make the statements in such Company Parent SEC Reports, in the light of the circumstances under which they were made, not misleading. No Subsidiary of the Company Parent is subject to the reporting requirements of Section 13(a) or Section 15(d) of the Exchange Act. Since March 7, 2000, the Company has filed with the SEC all registration statements, forms, reports and other documents required to be filed under the Securities Act, the Exchange Act, the Xxxxxxxx-Xxxxx Act and the rules and regulations of the SEC thereunder (including those that are required to be filed after the date hereof until the Closing).

SEC Filings; Financial Statements; Information Provided. (a) The Company has provided to the Buyer true and complete copies of filed all Company SEC Reports filed with the SEC prior to the date hereof. All registration statements, forms, reports reports, certifications and other documents required to be filed by the Company with the SEC since January 1, 2010, and has made available to the Parent copies of all registration statements, forms, reports, certifications and other documents filed by the Company with the SEC since January 1, 2010, including all certifications and statements required by (i) Rule 13a-14 or 15d-14 of the Exchange Act or (ii) 18 U.S. C. §1350 (Section 906 of the Xxxxxxxx-Xxxxx Act of 2002 (the “Sarbanes Act”)). All such registration statements, forms, reports, certifications and other documents (including those that the Company may file after the date hereof until the Closing) filed with the SEC are referred to herein as the “Company SEC ReportsDocuments.” Except as set forth in Section 3.4(a) All of the Company Disclosure Schedule, SEC Documents are publicly available on the SEC’s XXXXX system. The Company has made available to the Parent copies of all comment letters received by the Company from the staff of the SEC Reports since January 1, 2010 and all responses to such comment letters by or on behalf of the Company. The Company SEC Documents (ix) were or will be filed on a timely basis, (iiy) at the time filed, or as of the date of such last amendment thereof, if any such Company SEC Document filed prior to the date hereof was amended after the filing and prior to the date of this Agreement, were or will be prepared in compliance in all material respects with the applicable requirements of the Securities Act of 1933, as amended (the “Securities Act”), and the Exchange Act, as the case may be, and, if applicable, the Xxxxxxxx-Xxxxx Act of 2002 (the “Xxxxxxxx-Xxxxx Act”), and the rules and regulations of the SEC thereunder applicable to such Company SEC ReportsDocuments, and (iiiz) did not or will not at the time they were or are filed, or as of the date of such last amendment thereof, if any such Company SEC Document filed prior to the date hereof was amended after the filing and prior to the date of this Agreement, contain any untrue statement of a material fact or omit to state a material fact required to be stated in such Company SEC Reports Documents or necessary in order to make the statements in such Company SEC ReportsDocuments, in the light of the circumstances under which they were made, not misleading. No Subsidiary of the Company is subject to the reporting requirements of Section 13(a) 13 or Section 15(d) of the Exchange Act. Since March 7, 2000As used in this Section 3.5, the Company has filed with term “file” shall be broadly construed to include any manner in which a document or information is furnished, supplied or otherwise made available to the SEC all registration statements, forms, reports and other documents required to be filed under the Securities Act, the Exchange Act, the Xxxxxxxx-Xxxxx Act and the rules and regulations of the SEC thereunder (including those that are required to be filed after the date hereof until the Closing)SEC.

SEC Filings; Financial Statements; Information Provided. (a) The Company has provided to the Buyer true and complete copies of filed all Company SEC Reports filed with the SEC prior to the date hereof. All registration statements, forms, reports reports, certifications and other documents required to be filed by the Company with the SEC since January 1, 2008, and has made available to the Parent copies of all registration statements, forms, reports, certifications and other documents filed by the Company with the SEC since January 1, 2008, including all certifications and statements required by (i) Rule 13a-14 or 15d-14 of the Exchange Act or (ii) 18 U.S. C. §1350 (Section 906 of the Xxxxxxxx-Xxxxx Act of 2002 (the “Sarbanes Act”)). For purposes only of the first sentence of this Section 3.5(a), the phrase “made available to the Parent” shall be deemed to include Company filings and documents that are publicly available on the SEC’s XXXXX system. All such registration statements, forms, reports, certifications and other documents (including those that the Company may file after the date hereof until the Closing) filed with the SEC are referred to herein as the “Company SEC ReportsDocuments.” Except as set forth in Section 3.4(a) All of the Company Disclosure Schedule, SEC Documents are publicly available on the SEC’s XXXXX system. The Company has made available to the Parent copies of all comment letters received by the Company from the staff of the SEC Reports since January 1, 2008 and all responses to such comment letters by or on behalf of the Company. The Company SEC Documents (ix) were or will be filed on a timely basis, (iiy) at the time filed, or as of the date of such last amendment thereof, if any such Company SEC Document filed prior to the date hereof was amended after the filing and prior to the date of this Agreement, were or will be prepared in compliance in all material respects with the applicable requirements of the Securities Act of 1933, as amended (the “Securities Act”), and the Exchange Act, as the case may be, and, if applicable, the Xxxxxxxx-Xxxxx Act of 2002 (the “Xxxxxxxx-Xxxxx Act”), and the rules and regulations of the SEC thereunder applicable to such Company SEC ReportsDocuments, and (iiiz) did not or will not at the time they were or are filed, or as of the date of such last amendment thereof, if any such Company SEC Document filed prior to the date hereof was amended after the filing and prior to the date of this Agreement, contain any untrue statement of a material fact or omit to state a material fact required to be stated in such Company SEC Reports Documents or necessary in order to make the statements in such Company SEC ReportsDocuments, in the light of the circumstances under which they were made, not misleading. No Subsidiary of the Company is subject to the reporting requirements of Section 13(a) 13 or Section 15(d) of the Exchange Act. Since March 7, 2000As used in this Section 3.5, the Company has filed with term “file” shall be broadly construed to include any manner in which a document or information is furnished, supplied or otherwise made available to the SEC all registration statements, forms, reports and other documents required to be filed under the Securities Act, the Exchange Act, the Xxxxxxxx-Xxxxx Act and the rules and regulations of the SEC thereunder (including those that are required to be filed after the date hereof until the Closing)SEC.

SEC Filings; Financial Statements; Information Provided. (a) The Company Parent has provided filed all registration statements, forms, reports and other documents required to be filed by the Buyer true and complete copies of all Company SEC Reports filed Parent with the SEC prior to the date hereofsince January 2, 2021. All such registration statements, forms, reports and other documents (including exhibits and all other information incorporated therein and any supplements or amendments thereto and those registration statements, forms, reports and other documents that the Company Parent may file after the date hereof until the Closing) filed with the SEC are referred to herein as the “Company Parent SEC Reports.” Except as set forth in Section 3.4(a) of the Company Disclosure Schedule, the Company ”. The Parent SEC Reports (i) were or will be filed on a timely basis, (ii) at the time filed, were complied, or will be prepared in compliance comply when filed, as to form in all material respects with the applicable requirements of the Securities Act of 1933, as amended (the “Securities Act”), and the Exchange Act, as the case may be, and, if applicable, the Xxxxxxxx-Xxxxx Act of 2002 (the “Xxxxxxxx-Xxxxx Act”), and the rules and regulations of the SEC thereunder applicable to such Company Parent SEC Reports, Reports and (iii) except to the extent that information contained in a Parent SEC Report has been revised, amended, modified or superseded by a later filed Parent SEC Report prior to the date hereof, did not or will not at the time they were or are filed contain any untrue statement of a material fact or omit to state a material fact required to be stated in such Company Parent SEC Reports or necessary in order to make the statements in such Company Parent SEC Reports, in the light of the circumstances under which they were made, not misleading. The Parent has not as of the date hereof received any written comments from the SEC with respect to any of the Parent SEC Reports which remain unresolved. To the Parent’s Knowledge, none of the Parent SEC Reports is, as of the date hereof, subject to ongoing SEC review. No Subsidiary of the Company Parent is subject required to the reporting requirements of Section 13(a) file any form, report or Section 15(d) of the Exchange Act. Since March 7, 2000, the Company has filed other document with the SEC all registration statements, forms, reports and other documents required to be filed under the Securities Act, the Exchange Act, the Xxxxxxxx-Xxxxx Act and the rules and regulations of the SEC thereunder (including those that are required to be filed after the date hereof until the Closing)SEC.

SEC Filings; Financial Statements; Information Provided. (a) The Company Parent has provided filed all registration statements, forms, reports and other documents required to be filed by the Parent with the SEC since January 1, 2004 and has made available to the Buyer true and complete Company copies of all Company SEC Reports registration statements, forms, reports and other documents filed by the Parent with the SEC prior to since such date, all of which are publicly available on the date hereofSEC’s XXXXX system. All such registration statements, forms, reports and other documents (including those that the Company Parent may file after the date hereof until the Closing) filed with the SEC ), and any information about Genaissance Pharmaceuticals, Inc. included or incorporated into Parent’s Registration Statement on Form S-4 (Registration No. 333-127256), as amended from time to time, are referred to herein as the “Company Parent SEC Reports.” Except as set forth in Section 3.4(a) of the Company Disclosure Schedule, the Company The Parent SEC Reports (i) were or will be filed on a timely basis, (ii) at the time filed, were or will be prepared in compliance in all material respects with the applicable requirements of the Securities Act of 1933, as amended (the “Securities Act”), and the Exchange Act, as the case may be, and, if applicable, the Xxxxxxxx-Xxxxx Act of 2002 (the “Xxxxxxxx-Xxxxx Act”), and the rules and regulations of the SEC thereunder applicable to such Company Parent SEC Reports, and (iii) did not or will not at the time they were or are filed contain any untrue statement of a material fact or omit to state a material fact required to be stated in such Company Parent SEC Reports or necessary in order to make the statements in such Company Parent SEC Reports, in the light of the circumstances under which they were made, not misleading. No Subsidiary of the Company Parent is subject to the reporting requirements of Section 13(a) or Section 15(d) of the Exchange Act. Since March 7, 2000, the Company has filed with the SEC all registration statements, forms, reports and other documents required to be filed under the Securities Act, the Exchange Act, the Xxxxxxxx-Xxxxx Act and the rules and regulations of the SEC thereunder (including those that are required to be filed after the date hereof until the Closing).

SEC Filings; Financial Statements; Information Provided. (a) The Company has provided filed all registration statements, forms, reports and other documents required to be filed by the Buyer true and complete copies of all Company SEC Reports filed with the SEC prior to the date hereofsince January 1, 2003. All such registration statements, forms, reports and other documents (including those that the Company may file after the date hereof until the Closing) filed ), together with all certifications required pursuant to the SEC Sxxxxxxx-Xxxxx Act of 2002 and the related rules and regulations promulgated under or pursuant to such act (the “Sxxxxxxx-Xxxxx Act”), are referred to herein as the “Company SEC Reports.” Except as set forth to the extent that information contained in Section 3.4(a) any Company SEC Report filed and publicly available prior to the date of this Agreement has been specifically revised or superseded by a later filed Company SEC Report filed prior to the Company Disclosure Scheduledate of this Agreement, the Company SEC Reports (i) other than the Company’s Annual Report on Form 10-K for the fiscal year ending December 31, 2002 and the Company’s Quarterly Reports on Form 10-Q for the fiscal quarters ending March 31, June 30 and September 30, 2003, were or will be filed on a timely basis, (ii) at the time filed, were or will be prepared in compliance complied as to form in all material respects with the applicable requirements of the Securities Act of 1933, as amended (the “Securities Act”), and the Exchange Act, as the case may be, and, if applicable, the XxxxxxxxSxxxxxxx-Xxxxx Act of 2002 (the “Xxxxxxxx-Xxxxx Act”), and the rules and regulations of the SEC thereunder applicable to such Company SEC Reports, and (iii) did not or will not at the time they were or are filed contain any untrue statement of a material fact or omit to state a material fact required to be stated in such Company SEC Reports or necessary in order to make the statements in such Company SEC Reports, in the light of the circumstances under which they were made, not misleading. No Subsidiary of the Company is subject to the reporting requirements of Section 13(a) or Section 15(d) of the Exchange Act. Since March 7The Company has made available to Parent true, 2000correct and complete copies of all correspondence between the SEC, on the one hand, and the Company has filed and any of its Subsidiaries, on the other, since January 1, 2003, including all SEC comment letters on the Company SEC Reports and responses to such comment letters by or on behalf of the Company. To the knowledge of the Company, as of the date hereof, none of the Company SEC Reports is the subject of ongoing SEC review or outstanding SEC comment. There are no off-balance sheet structures or transactions with respect to the SEC all registration statements, forms, reports and other documents Company or any of its Subsidiaries that would be required to be filed under reported or set forth in the Securities Act, the Exchange Act, the Xxxxxxxx-Xxxxx Act and the rules and regulations of the Company SEC thereunder (including those that are required to be filed after the date hereof until the Closing)Reports.

SEC Filings; Financial Statements; Information Provided. (a) The Company has provided filed or furnished all reports required to the Buyer true and complete copies be filed or furnished by it or any of all Company SEC Reports filed its Subsidiaries with the SEC prior to the date hereof. All registration statementssince December 31, forms2001 (collectively, reports and other documents (including those that the Company may file after the date hereof until the Closing) filed with the SEC are referred to herein as any amendments thereto, the “Company SEC Reports.” Except ”). As of their respective filing dates (or, if amended, as set forth in Section 3.4(a) of the Company Disclosure Scheduledate of such amendment), the Company SEC Reports (i) were or will be filed on a timely basis, (ii) at the time filed, were or will be prepared in compliance complied in all material respects with the applicable requirements of the Exchange Act and the Securities Act of 1933, as amended (the “Securities Act”), the Exchange Act, as the case may be, and, if applicable, the Xxxxxxxx-Xxxxx Act of 2002 (the “Xxxxxxxx-Xxxxx Act”), and the rules and regulations of the SEC promulgated thereunder applicable to such and none of the Company SEC Reports, and (iii) did not or will not at the time they were or are filed contain Reports contained any untrue statement of a material fact or omit omitted to state a material fact required to be stated in such Company SEC Reports therein or necessary in order to make the statements in such Company SEC Reportsmade therein, in light of the circumstances under which they were made, not misleading, except to the extent corrected by a Company SEC Report filed subsequently (but prior to the date hereof). No Subsidiary As of the date hereof, there are no material unresolved comments issued by the staff of the SEC with respect to any of the Company is subject to SEC Reports. The financial statements (including the reporting requirements of Section 13(a) or Section 15(drelated notes and schedules) of the Exchange Act. Since March 7Company included in, 2000or incorporated by reference into, the Company has filed SEC Reports comply in all material respects with the SEC all registration statements, forms, reports and other documents required to be filed under the Securities Act, the Exchange Act, the Xxxxxxxx-Xxxxx Act applicable accounting requirements and the published rules and regulations of the SEC thereunder with respect thereto, were prepared in accordance with United States generally accepted accounting principles (including those that are required “GAAP”) (except, in the case of unaudited financial statements, as permitted by applicable rules and regulations of the SEC) applied on a consistent basis during the periods involved (except as may be indicated in the notes thereto) and fairly presented 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 for the periods then ended (subject, in the case of unaudited financial statements, to be filed after normal year-end audit adjustments and the date hereof until the Closingabsence of footnotes).

SEC Filings; Financial Statements; Information Provided. (a) The Company has provided to the Buyer true and complete copies of filed all Company SEC Reports filed with the SEC prior to the date hereof. All registration statements, forms, reports reports, certifications and other documents (including those that required to be filed by the Company may file after the date hereof until the Closing) filed with the SEC since January 1, 2011. All such registration statements, forms, reports, certifications and other documents are referred to herein as the “Company SEC ReportsDocuments.” Except as set forth in Section 3.4(a) To the extent that the form of any Company SEC Document available on the SEC’s XXXXX system reflects the redaction of any of such Company Disclosure ScheduleSEC Document’s terms, the Company has made available to Parent an unredacted copy of such Company SEC Reports (i) were Document. The Company has made available to the Parent copies of all comment letters received by the Company from the staff of the SEC since January 1, 2011 and all responses to such comment letters by or will be filed on a timely basis, (ii) behalf of the Company. The Company SEC Documents at the time filed, or as amended prior to the date of this Agreement, were or will be prepared in compliance in all material respects with the applicable requirements of the Securities Act of 1933, as amended (the “Securities Act”), and the Exchange Act, as the case may be, and, if applicable, the Xxxxxxxx-Xxxxx Act of 2002 (the “Xxxxxxxx-Xxxxx Act”), and the rules and regulations of the SEC thereunder applicable to such Company SEC ReportsDocuments, and (iii) did not or will not at the time they were or are filed contain any untrue statement of a material fact or omit to state a material fact required to be stated in such Company SEC Reports Documents or necessary in order to make the statements in such Company SEC ReportsDocuments, in the light of the circumstances under which they were made, not misleading. No Subsidiary of the Company is subject to the reporting requirements of Section 13(a) 13 or Section 15(d) of the Exchange Act. Since March 7, 2000As used in this Section 3.5, the Company has filed with term “file” shall be broadly construed to include any manner in which a document or information is furnished, supplied or otherwise made available to the SEC all registration statements, forms, reports and other documents required to be filed under the Securities Act, the Exchange Act, the Xxxxxxxx-Xxxxx Act and the rules and regulations of the SEC thereunder (including those that are required to be filed after the date hereof until the Closing)SEC.

SEC Filings; Financial Statements; Information Provided. (a) The Company has provided filed all registration statements, forms, reports, certifications and other documents required to be filed by the Buyer true and complete copies of all Company SEC Reports filed with the SEC prior to the date hereofsince July 1, 2013. All such registration statements, forms, reports and other documents (including those that the Company may file after the date hereof until the Closing) filed with , but excluding the SEC Proxy Statement), as such documents have been amended since the time of their filing, are referred to herein as the “Company SEC Reports.” Except as set forth in Section 3.4(a) The Company has made available to the Parent copies of all comment letters received by the Company from the staff of the SEC prior to the date hereof with respect to the Company SEC Reports and all responses to such comment letters by or on behalf of the Company Disclosure Schedulefiled by the Company with the SEC prior to the date hereof. As of their respective dates and if amended prior to the date hereof, as of the date of the last such amendment, the Company SEC Reports (i) were or will be filed on a timely basis, (ii) at the time filed, were complied, or will be prepared in compliance comply when filed, as to form in all material respects with the applicable requirements of the Securities Act of 1933, as amended (the “Securities Act”), and the Exchange Act, as the case may be, and, if applicable, the Xxxxxxxx-Xxxxx Act of 2002 (the “Xxxxxxxx-Xxxxx Act”), and the rules and regulations of the SEC thereunder thereunder, applicable to such Company SEC Reports, Reports and (iii) did not or will not at the time they were or are filed contain any untrue statement of a material fact or omit to state a material fact required to be stated in such Company SEC Reports or necessary in order to make the statements in such Company SEC Reports, in the light of the circumstances under which they were or will be made, not misleadingmisleading in any material respect. No Subsidiary of the Company is subject to the reporting requirements of Section 13(a) 13 or Section 15(d) of the Exchange Act. Since March 7, 2000, the Company has filed with the SEC all registration statements, forms, reports and other documents required to be filed under the Securities Act, the Exchange Act, the Xxxxxxxx-Xxxxx Act and the rules and regulations of the SEC thereunder (including those that are required to be filed after the date hereof until the Closing).

SEC Filings; Financial Statements; Information Provided. (a) The Company has provided filed or furnished all registration statements, forms, reports and other documents required to be filed or furnished by the Buyer true and complete copies of all Company SEC Reports filed with the SEC prior to the date hereofsince January 1, 2002. All such registration statements, forms, reports and other documents (including those that the Company may file after the date hereof until the Closing, and in each case including all exhibits, schedules and amendments thereto and documents incorporated by reference therein) filed with the SEC are referred to herein as the “Company SEC Reports.” Except as set forth As of their respective effective dates (in Section 3.4(a) the case of Company SEC Reports that are registration statements filed pursuant to the requirements of the Securities Act) and as of their respective SEC filing dates (in the case of all other Company Disclosure ScheduleSEC Reports), the Company SEC Reports (i) were or will be filed on a timely basis, (ii) at the time filed, were or will be prepared in compliance complied in all material respects with the applicable requirements of the Securities Act of 1933, as amended (the “Securities Act”), and the Exchange Act, as the case may be, and, if applicable, the Xxxxxxxx-Xxxxx Act of 2002 (the “Xxxxxxxx-Xxxxx Act”), and the rules and regulations of the SEC thereunder applicable to such Company SEC Reports, and (iii) did not or will not at none of the time they were or are filed contain Company SEC Reports as of such respective dates contained any untrue statement of a material fact or omit omitted to state a material fact required to be stated in such Company SEC Reports therein or necessary in order to make the statements therein, in such light of the circumstances under which they were made, not misleading. No investigation by the SEC with respect to the Company or any of its Subsidiaries is pending or, to the Knowledge of the Company, threatened. Except to the extent that information contained in any Company SEC ReportsReport on (i) Form 10-K filed and publicly available after January 1, 2003 or (ii) Form 10-Q filed after January 1, 2005, in each case prior to the date of this Agreement (a “Specified Company SEC Report”) has been revised or superseded by a later filed Company SEC Report filed and publicly available prior to the date of this Agreement (each a “Filed Company SEC Report”), none of the Specified Company SEC Reports contains any untrue statement of a material fact or omits to state a material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading. No Subsidiary of the Company is subject to the reporting requirements of Section 13(a) or Section 15(d) of the Exchange Act. Since March 7As used in this Agreement, 2000“Knowledge” of any Person that is not an individual shall mean, with respect to any matter in question, the Company has filed with the SEC all registration statements, forms, reports and other documents required to be filed under the Securities Act, the Exchange Act, the Xxxxxxxx-Xxxxx Act and the rules and regulations knowledge after due inquiry of those persons set forth on Section 3.5(a) of the SEC thereunder (including those that are required to be filed after the date hereof until the Closing)Company Disclosure Letter.

SEC Filings; Financial Statements; Information Provided. (a) The Company has provided filed all registration statements, forms, reports and other documents required to be filed by the Buyer true and complete copies of all Company SEC Reports filed with the SEC prior to the date hereofsince January 1, 2013. All such registration statements, forms, reports and other documents (including those that the Company may file after the date hereof until the Closing) filed with the SEC are referred to herein as the “Company SEC Reports.” Except As of their respective dates or, if amended prior to the date hereof, as set forth in Section 3.4(a) of the Company Disclosure Scheduledate of the last such amendment, the Company SEC Reports (i) were or will be filed on a timely basis, (ii) at the time filed, were complied, or will be prepared in compliance comply when filed, as to form in all material respects with the applicable requirements of the Securities Act of 1933, as amended (the “Securities Act”), and the Exchange Act, as the case may be, and, if applicable, the Xxxxxxxx-Xxxxx Act of 2002 (the “Xxxxxxxx-Xxxxx Act”), and the rules and regulations of the SEC thereunder applicable to such Company SEC Reports, Reports and (iii) did not or will not at the time they were or are filed contain any untrue statement of a material fact or omit to state a material fact required to be stated in such Company SEC Reports or necessary in order to make the statements in such Company SEC Reports, in the light of the circumstances under which they were made, not misleadingmisleading in any material respect. No Neither the Company nor any Subsidiary has received from the SEC or any other Governmental Entity any written comments or questions with respect to any of the Company is subject to SEC Reports (including the reporting requirements of Section 13(afinancial statements included therein) or Section 15(d) any registration statement filed by any of the Exchange Act. Since March 7, 2000, the Company has filed them with the SEC all that are not resolved, or has received any written notice from the SEC or other Governmental Entity that such Company SEC Reports (including the financial statements included therein) or registration statementsstatements are being reviewed or investigated, and, to the Company’s Knowledge, there is not, as of the date of this Agreement, any investigation or review being conducted by the SEC or any other Governmental Entity of any Company SEC Reports (including the financial statements included therein). None of the Company’s Subsidiaries is required to file any forms, reports and or other documents required to be filed under with the Securities Act, the Exchange Act, the Xxxxxxxx-Xxxxx Act and the rules and regulations of the SEC thereunder (including those that are required to be filed after the date hereof until the Closing)SEC.

SEC Filings; Financial Statements; Information Provided. (a) The Company has provided filed or furnished all registration statements, forms, reports and other documents required to be filed or furnished by the Buyer true and complete copies of all Company SEC Reports filed with the SEC prior to the date hereofsince October 1, 2005. All such registration statements, forms, reports and other documents (including those that the Company may file after the date hereof until the Closing, and in each case including all exhibits, schedules and amendments thereto and documents incorporated by reference therein) filed with the SEC are referred to herein as the “Company SEC Reports.” Except as set forth As of their respective effective dates (in Section 3.4(a) the case of Company SEC Reports that are registration statements filed pursuant to the requirements of the Securities Act) and as of their respective SEC filing dates (in the case of all other Company Disclosure ScheduleSEC Reports), the Company SEC Reports (i) were or will be filed on a timely basis, (ii) at the time filed, were or will be prepared in compliance complied in all material respects with the applicable requirements of the Securities Act of 1933, as amended (the “Securities Act”), and the Exchange Act, as the case may be, and, if applicable, the Xxxxxxxx-Xxxxx Act of 2002 (the “Xxxxxxxx-Xxxxx Act”), and the rules and regulations of the SEC thereunder applicable to such Company SEC Reports, and (iii) did not or will not at none of the time they were or are filed contain Company SEC Reports as of such respective dates contained any untrue statement of a material fact or omit omitted to state a material fact required to be stated in such Company SEC Reports therein or necessary in order to make the statements therein, in such light of the circumstances under which they were made, not misleading. No investigation by the SEC with respect to the Company or any of its Subsidiaries is pending or, to the Knowledge of the Company, threatened. Except to the extent that information contained in any Company SEC ReportsReport filed and publicly available prior to the date of this Agreement (a “Filed Company SEC Report”) has been revised or superseded by a later Filed Company SEC Report, none of the Company SEC Reports contains any untrue statement of a material fact or omits to state a material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading. No Subsidiary of the Company is subject to the reporting requirements of Section 13(a) or Section 15(d) of the Exchange Act. Since March 7As used in this Agreement, 2000“Knowledge” of any Person that is not an individual shall mean, with respect to any matter in question, the Company has filed with the SEC all registration statements, forms, reports and other documents required to be filed under the Securities Act, the Exchange Act, the Xxxxxxxx-Xxxxx Act and the rules and regulations actual knowledge after due inquiry of the SEC thereunder (including those that are required to be filed after individuals listed on Section 3.5(b) of the date hereof until the Closing)Company Disclosure Letter.

SEC Filings; Financial Statements; Information Provided. (a) The Company SmartForce has provided filed all registration statements, forms, reports and other documents required to be filed by SmartForce with the Buyer true SEC since January 1, 2000 and complete has made available to SkillSoft copies of all Company SEC Reports registration statements, forms, reports and other documents filed by SmartForce with the SEC prior to since such date, all of which are available on the date hereofSEC's XXXXX system. All such required registration statements, forms, reports and other documents (including those that the Company SmartForce may file after the date hereof until the Closing) filed with the SEC are referred to herein as the “Company "SmartForce SEC Reports.” Except as set forth in Section 3.4(a) of the Company Disclosure Schedule, the Company " The SmartForce SEC Reports (i) were or will be filed on a timely basis, (ii) at the time filed, were or will be prepared in compliance in all material respects with the applicable requirements of the Securities Act of 1933, as amended (the “Securities Act”), and the Exchange Act, as the case may be, and, if applicable, the Xxxxxxxx-Xxxxx Act of 2002 (the “Xxxxxxxx-Xxxxx Act”), and the rules and regulations of the SEC thereunder applicable to such Company SmartForce SEC Reports, and (iii) did not or will not at the time they were or are filed contain any untrue statement of a material fact or omit to state a material fact required to be stated in such Company SmartForce SEC Reports or necessary in order to make the statements in such Company SmartForce SEC Reports, in the light of the circumstances under which they were made, not misleading. No Subsidiary of the Company SmartForce is subject to the reporting requirements of Section Sections 13(a) or Section 15(d) of the Exchange Act. Since March 7, 2000, the Company has filed with the SEC all registration statements, forms, reports and other documents required to be filed under the Securities Act, the Exchange Act, the Xxxxxxxx-Xxxxx Act and the rules and regulations of the SEC thereunder (including those that are required to be filed after the date hereof until the Closing).

SEC Filings; Financial Statements; Information Provided. (a) The Company has provided filed all registration statements, forms, reports and other documents required to be filed by the Company with the SEC since January 1, 2000, and has made available to the Buyer true and complete Parent copies of all registration statements, forms, reports and other documents filed by the Company SEC Reports filed with the SEC prior to since such date, all of which are publicly available on the date hereofSEC’s XXXXX system. All such registration statements, forms, reports and other documents (including those that the Company may file after the date hereof until the Closing) filed with the SEC are referred to herein as the “Company SEC Reports.” Except as set forth in Section 3.4(a) of the Company Disclosure Schedule, the The Company SEC Reports (i) were or will be filed on a timely basis, (ii) at the time filed, were or will be prepared in compliance in all material respects with the applicable requirements of the Securities Act of 1933, as amended (the “Securities Act”), and the Exchange Act, as the case may be, and, if applicable, the Xxxxxxxx-Xxxxx Act of 2002 (the “Xxxxxxxx-Xxxxx Act”), and the rules and regulations of the SEC thereunder applicable to such Company SEC Reports, including the provision of all statements and certifications required by (x) the SEC’s order dated June 27, 2002 pursuant to Section 21(a)(1) of the Exchange Act, (y) Rule 13a-14 or 15d-14 under the Exchange Act or (z) 18 U.S.C. §1350 (Section 906 of the Xxxxxxxx-Xxxxx Act of 2002), and (iii) did not or will not at the time they were or are filed contain any untrue statement of a material fact or omit to state a material fact required to be stated in such Company SEC Reports or necessary in order to make the statements in such Company SEC Reports, in the light of the circumstances under which they were made, not misleading. No Subsidiary of the Company is subject to the reporting requirements of Section 13(a) or Section 15(d) of the Exchange Act. Since March 7, 2000, the Company has filed with the SEC all registration statements, forms, reports and other documents required to be filed under the Securities Act, the Exchange Act, the Xxxxxxxx-Xxxxx Act and the rules and regulations of the SEC thereunder (including those that are required to be filed after the date hereof until the Closing).

SEC Filings; Financial Statements; Information Provided. (a) The Company has provided filed or furnished all registration statements, reports, schedules and other documents required to the Buyer true and complete copies be filed or furnished by it or any of all Company SEC Reports filed its Subsidiaries with the SEC prior to the date hereof. All registration statementssince December 31, forms2003 (collectively, reports and other documents (including those that the Company may file after the date hereof until the Closing) filed with the SEC are referred to herein as any amendments thereto, the “Company SEC Reports.” Except ”). As of their respective filing dates (or, if amended, as set forth in Section 3.4(a) of the Company Disclosure Scheduledate of such amendment), the Company SEC Reports (i) were or will be filed on a timely basis, (ii) at the time filed, were or will be prepared in compliance accordance with, and complied in all material respects with with, the applicable requirements of the Exchange Act and the Securities Act of 1933, as amended (the “Securities Act”), the Exchange Act, as the case may be, and, if applicable, the Xxxxxxxx-Xxxxx Act of 2002 (the “Xxxxxxxx-Xxxxx Act”), and the rules and regulations of the SEC thereunder applicable to such promulgated thereunder, and none of the Company SEC Reports, and (iii) did not or will not at the time they were or are filed contain Reports contained any untrue statement of a material fact or omit omitted to state a material fact required to be stated in such Company SEC Reports therein or necessary in order to make the statements in such Company SEC Reportsmade therein, in light of the circumstances under which they were made, not misleading, except to the extent corrected by a Company SEC Report filed subsequently (but prior to the date hereof). No Subsidiary The Company has made available to Buyer complete and correct copies of all amendments and modifications effected prior to the date of this Agreement that have not yet been filed by the Company with the SEC but which are required to be filed. The Company has made available to Buyer true, correct and complete copies of all correspondence between the SEC, on the one hand, and the Company and any of its Subsidiaries, on the other, since December 31, 2003, including all SEC comment letters and responses to such comment letters by or on behalf of the Company. To the knowledge of the Company, as of the date hereof, none of the Company SEC Reports is the subject to of ongoing SEC review or outstanding SEC comment. Each of the reporting requirements of Section 13(a) or Section 15(dfinancial statements (including the related notes and schedules) of the Exchange Act. Since March 7Company included in, 2000or incorporated by reference into, the Company has filed SEC Reports (the “Company Financials”) complies in all material respects with the SEC all registration statements, forms, reports and other documents required to be filed under the Securities Act, the Exchange Act, the Xxxxxxxx-Xxxxx Act applicable accounting requirements and the published rules and regulations of the SEC thereunder with respect thereto, were prepared in accordance with United States generally accepted accounting principles (including those that are required “GAAP”) (except, in the case of unaudited financial statements, as permitted by applicable rules and regulations of the SEC) applied on a consistent basis during the periods involved (except as may be indicated in the notes thereto) and fairly present in all material respects the consolidated financial position of the Company and its consolidated Subsidiaries as of the dates thereof and their consolidated results of operations for the periods then ended (subject, in the case of unaudited financial statements, to be filed after normal year-end audit adjustments and the date hereof until absence of footnotes). The Company has no current intention to correct or restate, and to the Closing)knowledge of the Company, there is not any basis to correct or restate any of the Company Financials. The Company has not had any disagreement with any of its auditors regarding material accounting matters or policies during any of its past three full fiscal years or during the current fiscal year-to-date.

SEC Filings; Financial Statements; Information Provided. (a) The Company has provided filed all registration statements, forms, reports and other documents required to be filed by the Buyer true and complete copies of all Company SEC Reports filed with the SEC prior to the date hereofsince October 1, 2003. All such registration statements, forms, reports and other documents (including those that the Company may file after the date hereof until the Closing) filed ), together with all certifications required pursuant to the SEC Xxxxxxxx-Xxxxx Act of 2002 and the related rules and regulations promulgated under or pursuant to such act (the “Xxxxxxxx-Xxxxx Act”), are referred to herein as the “Company SEC Reports.” Except as set forth to the extent that information contained in Section 3.4(a) any Company SEC Report filed and publicly available prior to the date of this Agreement has been specifically revised or superseded by a later filed Company SEC report filed prior to the Company Disclosure Scheduledate of this Agreement, the Company SEC Reports (i) were or will be filed on a timely basisbasis (except for the Company’s Form 10-K for fiscal year 2004 filed on February 1, 2005), (ii) at the time filed, were complied, or will be prepared in compliance comply when filed, as to form in all material respects with the applicable requirements of the Securities Act of 1933, as amended (the “Securities Act”), and the Exchange Act, as the case may be, and, if applicable, the Xxxxxxxx-Xxxxx Act of 2002 (the “Xxxxxxxx-Xxxxx Act”), and the rules and regulations of the SEC thereunder applicable to such Company SEC Reports, and (iii) did not or will not at the time they were or are filed contain any untrue statement of a material fact or omit to state a material fact required to be stated in such Company SEC Reports or necessary in order to make the statements in such Company SEC Reports, in the light of the circumstances under which they were made, not misleading. No Subsidiary of the Company is subject to the reporting requirements of Section 13(a) or Section 15(d) of the Exchange Act. Since March 7The Company has made available to Parent true, 2000correct and complete copies of all correspondence between the SEC, on the one hand, and the Company has filed with and any of its Subsidiaries, on the other, since October 1, 2003, including (i) all SEC comment letters and responses to such comment letters by or on behalf of the Company, and (ii) any letters, complaints, or other documents from the SEC or any staff or office of the SEC informing the Company of any inquiry, claim or proceeding (formal, informal or otherwise) or request for documents or information, and all registration statementswritten responses thereto by or on behalf of the Company. To the knowledge of the Company, formsnone of the Company SEC Reports is the subject of ongoing SEC review or outstanding SEC comment. Except as set forth in Section 5.6(a) of the Company Disclosure Schedule, there are no off-balance sheet arrangements as defined in Item 2.03(d) of SEC Form 8-K with respect to the Company or any of its Subsidiaries that would be required to be reported or set forth in the Company SEC Reports or any such reports and other documents required to be filed under in the Securities Act, the Exchange Act, the Xxxxxxxx-Xxxxx Act and the rules and regulations of the SEC thereunder (including those that are required to be filed after the date hereof until the Closing)future.

SEC Filings; Financial Statements; Information Provided. (a) The Company has provided to the Buyer true and complete copies of filed or furnished all Company SEC Reports filed with the SEC prior to the date hereof. All registration statements, forms, reports and other documents required to be filed or furnished by the Company with the U.S. Securities and Exchange Commission (“SEC”) since January 25, 2021 (the “Lookback Date”). All such registration statements, forms, reports and other documents, as such documents have been amended since the time of their filing or furnishing (including exhibits and all other information incorporated therein and those registration statements, forms, reports and other documents that the Company may file or furnish after the date hereof until the Closingclosing) filed with the SEC are referred to herein as the “Company SEC Reports.” Except ”. As of their respective filing dates or, if amended, as set forth in Section 3.4(a) of the Company Disclosure Scheduledate of such last amendment, the Company SEC Reports (i) were complied, and with respect to the Company SEC Reports filed or furnished after the date hereof will be filed on a timely basiscomply, (ii) at the time filed, were or will be prepared in compliance as to form in all material respects with the applicable requirements of the Securities Act of 1933, as amended (the “Securities Act”), and the Exchange Act, as the case may be, and, if applicable, the Xxxxxxxx-Xxxxx Act of 2002 (the “Xxxxxxxx-Xxxxx Act”), and the rules and regulations of the SEC thereunder applicable to such Company SEC ReportsReports and (ii) did not, and (iii) did not the Company SEC Reports filed or furnished after the date hereof will not at the time they were or are filed not, contain any untrue statement of a material fact or omit to state a material fact required to be stated in such Company SEC Reports or necessary in order to make the statements in such Company SEC Reports, in the light of the circumstances under which they were made, not misleading. No Subsidiary As of the date hereof, there are no outstanding or unresolved comments received from the SEC with respect to the Company SEC Reports. As of the date hereof, the Company has not received any written notification that any of the Company SEC Reports is the subject of any material ongoing SEC investigation. None of the Company’s Subsidiaries is required to file with or furnish to the SEC any forms, reports or other documents or is otherwise subject to the any reporting requirements of obligation under Section 13(a) 13 or Section 15(d) of the Exchange Act. Since March 7, 2000, the Company has filed with the SEC all registration statements, forms, reports and other documents required to be filed under the Securities Act, the Exchange Act, the Xxxxxxxx-Xxxxx Act and the rules and regulations of the SEC thereunder (including those that are required to be filed after the date hereof until the Closing).

SEC Filings; Financial Statements; Information Provided. (a) The Company has provided to the Buyer true and complete copies of filed all Company SEC Reports filed with the SEC prior to the date hereof. All registration statements, forms, reports reports, certifications and other documents required to be filed by the Company with the SEC since January 1, 2011, and has made available to the Parent complete and accurate copies of all registration statements, forms, reports, certifications and other documents filed by the Company with the SEC since January 1, 2011, including all certifications and statements required by (i) Rule 13a-14 or 15d-14 of the Exchange Act or (ii) 18 U.S. C. §1350 (Section 906 of the Xxxxxxxx-Xxxxx Act of 2002 (the “Sarbanes Act”)). All such registration statements, forms, reports, certifications and other documents (including those that the Company may file after the date hereof until the Closing) filed with the SEC are referred to herein as the “Company SEC ReportsDocuments.” Except as set forth in Section 3.4(a) All of the Company Disclosure Schedule, SEC Documents are publicly available on the SEC’s XXXXX system. The Company has made available to the Parent complete and accurate copies of all comment letters received by the Company from the staff of the SEC Reports since January 1, 2011 and all responses to such comment letters by or on behalf of the Company. The Company SEC Documents (ix) were or will be filed on a timely basis, (iiy) at the time filed, were or will be prepared in compliance in all material respects with the applicable requirements of the Securities Act of 1933, as amended (the “Securities Act”), and the Exchange Act, as the case may be, and, if applicable, the Xxxxxxxx-Xxxxx Act of 2002 (the “Xxxxxxxx-Xxxxx Act”), and the rules and regulations of the SEC thereunder applicable to such Company SEC ReportsDocuments, and (iiiz) did not or will not at the time they were or are filed contain any untrue statement of a material fact or omit to state a material fact required to be stated in such Company SEC Reports Documents or necessary in order to make the statements in such Company SEC ReportsDocuments, in the light of the circumstances under which they were made, not misleading. No Subsidiary of the Company is subject to the reporting requirements of Section 13(a) 13 or Section 15(d) of the Exchange Act. Since March 7, 2000As used in this Section 4.5, the Company has filed with term “file” shall be broadly construed to include any manner in which a document or information is furnished, supplied or otherwise made available to the SEC all registration statements, forms, reports and other documents required to be filed under the Securities Act, the Exchange Act, the Xxxxxxxx-Xxxxx Act and the rules and regulations of the SEC thereunder (including those that are required to be filed after the date hereof until the Closing)SEC.

SEC Filings; Financial Statements; Information Provided. (a) The Company has provided to the Buyer true and complete copies of filed or furnished (as applicable) all Company SEC Reports filed with the SEC prior to the date hereof. All registration statements, forms, reports reports, certifications and other documents required to be filed with or furnished to (as applicable) the SEC by the Company since January 1, 2010. All such registration statements, forms, reports, certifications and other documents required to be filed or furnished by the Company since January 1, 2010 (including those that the Company may file after the date hereof until the Closing, but excluding, for the avoidance of doubt, the Registration Statement, the Joint Proxy Statement/Prospectus and any Regulation M-A Filing, in each case other than information to be supplied in writing to the Buyer by or on behalf of the Company specifically for inclusion therein) filed with the SEC are referred to herein as the “Company SEC ReportsDocuments.” Except as set forth in Section 3.4(a) The Company has made available to the Buyer copies of all comment letters received by the Company from the staff of the SEC prior to the date hereof with respect to all Company SEC Documents and all responses to such comment letters by or on behalf of the Company Disclosure Schedule, filed by the Company with the SEC Reports prior to the date hereof. The Company SEC Documents (i) were or will be filed or furnished on a timely basis, (ii) at the time filedfiled or furnished, were complied, or will be prepared in compliance comply, as to form in all material respects with the applicable requirements of the Securities Act of 1933, as amended (the “Securities Act”), and the Exchange Act, as the case may be, and, if applicable, the Xxxxxxxx-Xxxxx Act of 2002 (the “Xxxxxxxx-Xxxxx Act”), and the rules and regulations of the SEC thereunder applicable to such Company SEC ReportsDocuments, and (iii) did not or will not at the time they were or are filed or furnished contain any untrue statement of a material fact or omit to state a material fact required to be stated in such Company SEC Reports Documents or necessary in order to make the statements in such Company SEC ReportsDocuments, in the light of the circumstances under which they were made, not misleading. No Subsidiary of the Company is subject to the reporting requirements of Section 13(a) 13 or Section 15(d) of the Exchange Act. Since March 7, 2000, the Company has filed with the SEC all registration statements, forms, reports and other documents required to be filed under the Securities Act, the Exchange Act, the Xxxxxxxx-Xxxxx Act and the rules and regulations of the SEC thereunder (including those that are required to be filed after the date hereof until the Closing).

SEC Filings; Financial Statements; Information Provided. (a) The Public Company has provided to the Buyer true and complete copies of filed all Company SEC Reports filed with the SEC prior to the date hereof. All registration statements, forms, reports reports, certifications and other documents required to be filed by Public Company with the SEC since January 1, 2006 and has made available to Merger Partner copies of all registration statements, forms, reports, certifications and other documents filed by Public Company with the SEC since January 1, 2006, including all certifications and statements required by (i) Rule 13a-14 or 15d-14 under the Exchange Act or (ii) 18 U.S. C. §1350 (Section 906 of the Sxxxxxxx-Xxxxx Act of 2002 (the “Sarbanes Act”)). All such registration statements, forms, reports, certifications and other documents (including those that the Public Company may file after the date hereof until the Closing) filed with the SEC are referred to herein as the “Public Company SEC ReportsDocuments.” Except as set forth in Section 3.4(a) All Public Company SEC Documents are publicly available on the SEC’s EXXXX system. Public Company has made available to Merger Partner copies of all comment letters received by Public Company from the staff of the Company Disclosure ScheduleSEC since January 1, the 2006 and all responses to such comment letters by or on behalf of Public Company. All Public Company SEC Reports Documents (iA) were or will be filed or deemed filed on a timely basis, (iiB) at the time filed, were or will be prepared in compliance in all material respects with the applicable requirements of the Securities Act of 1933, as amended (the “Securities Act”), and the Exchange Act, as the case may be, and, if applicable, the Xxxxxxxx-Xxxxx Act of 2002 (the “Xxxxxxxx-Xxxxx Act”), and the rules and regulations of the SEC thereunder applicable to such Public Company SEC Reports, Documents and (iiiC) did not or will not at the time they were or are filed contain any untrue statement of a material fact or omit to state a material fact required to be stated in such Public Company SEC Reports Documents or necessary in order to make the statements in such Public Company SEC ReportsDocuments, in the light of the circumstances under which they were made, not misleading. No Subsidiary of the Public Company is subject to the reporting requirements of Section 13(a) 13 or Section 15(d) of the Exchange Act. Since March 7, 2000As used in this Section 4.5, the Company has filed with term “file” shall be broadly construed to include any manner in which a document or information is furnished, supplied or otherwise made available to the SEC all registration statements, forms, reports and other documents required to be filed under the Securities Act, the Exchange Act, the Xxxxxxxx-Xxxxx Act and the rules and regulations of the SEC thereunder (including those that are required to be filed after the date hereof until the Closing)SEC.

SEC Filings; Financial Statements; Information Provided. (a) The Company has provided to the Buyer true and complete copies of filed all Company SEC Reports filed with the SEC prior to the date hereof. All registration statements, forms, reports reports, certifications and other documents required to be filed by the Company with the SEC since it became an SEC reporting company, and has made available to the Buyer copies of all registration statements, forms, reports, certifications and other documents filed by the Company (or incorporated by reference in registration statements, forms, reports, certifications and other documents filed by the Company) with the SEC since January 1, 2008, including all certifications and statements required by (i) Rule 13a-14 or 15d-14 of the Exchange Act or (ii) 18 U.S. C. §1350 (Section 906 of the Xxxxxxxx-Xxxxx Act of 2002 (the “Sarbanes Act”) and including complete unredacted copies of all documents redacted or withheld pursuant to a confidential treatment request. All such registration statements, forms, reports, certifications and other documents (including those that the Company may file after the date hereof until the Closing) filed with the SEC are referred to herein as the “Company SEC ReportsDocuments.” Except as set forth in Section 3.4(a) All of the Company Disclosure Schedule, SEC Documents are publicly available on the SEC’s XXXXX system (except to the extent of material redacted or withheld pursuant to confidential treatment requests). The Company has made available to the Buyer copies of all comment letters received by the Company from the staff of the SEC Reports since January 1, 2006 and all responses to such comment letters by or on behalf of the Company. The Company SEC Documents (ix) were or will be filed on a timely basis, (iiy) at the time filed, were or will be prepared in compliance in all material respects with the applicable requirements of the Securities Act of 1933, as amended (the “Securities Act”), and the Exchange Act, as the case may be, and, if applicable, the Xxxxxxxx-Xxxxx Act of 2002 (the “Xxxxxxxx-Xxxxx Act”), and the rules and regulations of the SEC thereunder applicable to such Company SEC ReportsDocuments, and (iiiz) did not or will not at the time they were or are filed contain any untrue statement of a material fact or omit to state a material fact required to be stated in such Company SEC Reports Documents or necessary in order to make the statements in such Company SEC ReportsDocuments, in the light of the circumstances under which they were made, not misleading. No Subsidiary of the Company is subject to the reporting requirements of Section 13(a) 13 or Section 15(d) of the Exchange Act. Since March 7, 2000As used in this Section 3.5, the Company has filed with term “file” shall be broadly construed to include any manner in which a document or information is furnished, supplied or otherwise made available to the SEC all registration statementsSEC, forms, reports and other documents required to be filed under the Securities Act, whether or not it is deemed “filed” for purposes of Section 18 of the Exchange Act, the Xxxxxxxx-Xxxxx Act and the rules and regulations of the SEC thereunder (including those that are required to be filed after the date hereof until the Closing).

SEC Filings; Financial Statements; Information Provided. (a) The Company Buyer has provided filed or furnished (as applicable) all registration statements, forms, reports, certifications and other documents required to be filed with or furnished to (as applicable) the SEC by the Buyer since January 1, 2010. All such registration statements, forms, reports, certifications and other documents required to be filed or furnished by the Buyer since January 1, 2010 (including those that the Buyer may file after the date of the Original Merger Agreement until the Closing) are referred to herein as the “Buyer SEC Documents.” The Buyer has made available to the Buyer true and complete Company copies of all Company comment letters received by the Buyer from the staff of the SEC Reports prior to the date of the Original Merger Agreement with respect to all Buyer SEC Documents and all responses to such comment letters by or on behalf of the Buyer filed by the Buyer with the SEC prior to the date hereof. All registration statements, forms, reports and other documents (including those that the Company may file after the date hereof until the Closing) filed with the SEC are referred to herein as the “Company SEC Reports.” Except as set forth in Section 3.4(a) of the Company Disclosure Schedule, the Company Original Merger Agreement. The Buyer SEC Reports Documents (i) were or will be filed or furnished on a timely basis, (ii) at the time filedfiled or furnished, were complied, or will be prepared in compliance comply, as to form in all material respects with the applicable requirements of the Securities Act of 1933, as amended (the “Securities Act”), and the Exchange Act, as the case may be, and, if applicable, the Xxxxxxxx-Xxxxx Act of 2002 (the “Xxxxxxxx-Xxxxx Act”), and the rules and regulations of the SEC thereunder applicable to such Company Buyer SEC ReportsDocuments, and (iii) did not or will not at the time they were or are filed or furnished contain any untrue statement of a material fact or omit to state a material fact required to be stated in such Company Buyer SEC Reports Documents or necessary in order to make the statements in such Company Buyer SEC ReportsDocuments, in the light of the circumstances under which they were made, not misleading. No Subsidiary of the Company Buyer is subject to the reporting requirements of Section 13(a) 13 or Section 15(d) of the Exchange Act. Since March 7, 2000, the Company has filed with the SEC all registration statements, forms, reports and other documents required to be filed under the Securities Act, the Exchange Act, the Xxxxxxxx-Xxxxx Act and the rules and regulations of the SEC thereunder (including those that are required to be filed after the date hereof until the Closing).

SEC Filings; Financial Statements; Information Provided. (a) The Except as described in Section 3.5(a) of the Company Disclosure Letter, the Company has provided to the Buyer true and complete copies of timely filed all Company SEC Reports filed with the SEC prior to the date hereof. All registration statements, forms, reports and other documents (including those that required to be filed or furnished by the Company may file after with the date hereof until SEC since January 1, 2004 (the Closing) forms, reports and other documents required to be filed or furnished by the Company with the SEC since January 1, 2004 and those filed with the SEC are referred subsequent to herein as the date of this Agreement, if any, including any amendments thereto filed prior to the date hereof the “Company SEC Reports.” Except as set forth in Section 3.4(a) ”). As of the Company Disclosure Scheduletheir respective dates, the Company SEC Reports (i) were or will be filed on a timely basis, (ii) at the time filed, were or will be prepared in compliance complied in all material respects with the applicable requirements of the Securities Act of 1933, as amended (the “Securities Act”), and the Exchange Act, as the case may be, and, if applicable, and the rules and regulations of the SEC thereunder and the Xxxxxxxx-Xxxxx Act of 2002 and the rules and regulations promulgated thereunder (the “Xxxxxxxx-Xxxxx Act”), and the rules and regulations of the SEC thereunder in each case, as applicable to such Company SEC Reports, and (iiiii) did not or will not at the time they were or are filed contain any untrue statement of a material fact or omit to state a material fact required to be stated in such Company SEC Reports or necessary in order to make the statements in such Company SEC Reports, in the light of the circumstances under which they were made, not misleading. The Company is in compliance in all material respects with the applicable provisions of the Xxxxxxxx-Xxxxx Act. No Subsidiary executive officer of the Company is subject has failed in any respect to make the reporting requirements certifications required of him or her under Section 13(a) 302 or Section 15(d) 906 of the Exchange Act. Since March 7, 2000, the Company has filed with the SEC all registration statements, forms, reports and other documents required to be filed under the Securities Act, the Exchange Act, the Xxxxxxxx-Xxxxx Act with respect to any Company SEC Report. The Company has made available to the Buyer true, correct and complete copies of all material written correspondence between the SEC, on the one hand, and the rules Company and regulations any of its Subsidiaries, on the other hand. As of the date of this Agreement, there are no outstanding or unresolved comments in comment letters received from the SEC thereunder (including those that are staff with respect to the Company SEC Reports. To the Knowledge of the Company, none of the Company SEC Reports is the subject of ongoing SEC review or outstanding SEC comment. None of the Company’s Subsidiaries is required to be filed after file periodic reports with the date hereof until SEC pursuant to the Closing)Exchange Act.

SEC Filings; Financial Statements; Information Provided. (a) The Company has provided to filed, or furnished, as the Buyer true and complete copies of case may be, all Company SEC Reports filed with the SEC prior to the date hereof. All registration statements, forms, reports and other documents (including exhibits and all information incorporated therein) required to be filed by the Company with, or furnished by the Company to, the Securities and Exchange Commission (the “SEC”) since December 31, 2009. All such registration statements, forms, reports and other documents (including exhibits and all information incorporated therein) filed or furnished after such date (including those that the Company may file after the date hereof until the Closing) filed with the SEC are referred to herein as the “Company SEC Reports.” Except as set forth in Section 3.4(a) of for the Company Disclosure ScheduleCompany’s quarterly report on Form 10-Q filed with the SEC for the period ended December 16, 2014 (the “Q2 Fiscal 2015 Report”), the Company SEC Reports (i) were or will be filed on a timely basis, (ii) at the time filed, were complied, or will be prepared in compliance comply when filed, in all material respects with the applicable requirements of the Securities Act of 1933, as amended (the “Securities Act”), and the Exchange Act, as the case may be, and, if applicable, the Xxxxxxxx-Xxxxx Act of 2002 (the “Xxxxxxxx-Xxxxx Act”), and the rules and regulations of the SEC thereunder applicable to such Company SEC Reports, Reports and (iii) did not or will not at the time they were or are filed contain any untrue statement of a material fact or omit to state a material fact required to be stated in such Company SEC Reports or necessary in order to make the statements in such Company SEC Reports, in the light of the circumstances under which they were made, not misleading. There are no outstanding or unresolved comments in comment letters received from the SEC or its staff. There has been no material correspondence between the SEC and the Company since December 31, 2009 that is not available on the SEC’s Electronic Data Gathering and Retrieval database. No Subsidiary of the Company is subject to the reporting requirements of Section 13(a) or Section 15(d) of the Exchange Act. Since March 7, 2000, the Company has filed with the SEC all registration statements, forms, reports and other documents required to be filed under the Securities Act, the Exchange Act, the Xxxxxxxx-Xxxxx Act and the rules and regulations of the SEC thereunder (including those that are required to be filed after the date hereof until the Closing).

SEC Filings; Financial Statements; Information Provided. (a) The Company has provided filed or furnished all material reports required to the Buyer true and complete copies of all Company SEC Reports be filed or furnished by it with the SEC prior to the date hereof. All registration statementsfrom December 31, forms, reports and other documents (including those that the Company may file after 2004 through the date hereof until the Closing) filed with the SEC are referred to herein as (collectively, including any amendments thereto, the “Company SEC Reports.” Except ”). As of their respective filing dates (or, if amended, as set forth in Section 3.4(a) of the Company Disclosure Scheduledate of such amendment), the Company SEC Reports (i) were or will be filed on a timely basis, (ii) at the time filed, were or will be prepared in compliance SEC Reports complied in all material respects in accordance with the applicable requirements of the Securities Act of 1933, (as amended (the “Securities Act”defined herein), the Exchange Act, as the case may be, and, if applicable, the Xxxxxxxx-Xxxxx Act of 2002 (the “Xxxxxxxx-Xxxxx Act”)) and, and in each case, the rules and regulations promulgated thereunder and (ii) none of the SEC thereunder applicable to such Company SEC Reports, and (iii) did not or will not at the time they were or are filed contain Reports contained any untrue statement of a material fact or omit omitted to state a material fact required to be stated in such Company SEC Reports therein or necessary in order to make the statements in such Company SEC Reportsmade therein, in light of the circumstances under which they were made, not misleading, except to the extent corrected by a Company SEC Report filed subsequently (but prior to the date hereof). No Subsidiary There has been no correspondence between the SEC, on the one hand, and the Company and any of the Subsidiaries, on the other hand, since January 1, 2004 through the date of this Agreement. As of the date hereof, there are no material unresolved comments issued by the staff of the SEC with respect to any of the Company is subject to SEC Reports. The financial statements (including the reporting requirements of Section 13(a) or Section 15(drelated notes and schedules) of the Exchange Act. Since March 7Company included in, 2000or incorporated by reference into, the Company has filed SEC Reports (i) were prepared in accordance with United States generally accepted accounting principles (“GAAP”) (except, in the SEC all registration case of unaudited financial statements, forms, reports and other documents required to be filed under the Securities Act, the Exchange Act, the Xxxxxxxx-Xxxxx Act and the as permitted by applicable rules and regulations of the SEC thereunder SEC) generally applied on a consistent basis during the periods involved (including those that are required except as may be indicated in the notes thereto) and (ii) 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 for the periods then ended (subject, in the case of unaudited financial statements, to normal year-end audit adjustments and the absence of footnotes, none of which, individually or in the aggregate, has had or could reasonably be filed after the date hereof until the Closingexpected to have a Company Material Adverse Effect).

SEC Filings; Financial Statements; Information Provided. (a) The Company has provided filed or furnished all registration statements, forms, reports and other documents required to be filed or furnished by the Buyer true and complete copies of all Company SEC Reports filed with the SEC prior to the date hereofsince January 1, 2010. All such registration statements, forms, reports and other documents (including those that the Company may file after the date hereof until the Closing) filed with the SEC are referred to herein as the “Company SEC Reports.” Except as set forth in Section 3.4(a) of the Company Disclosure Schedule, the The Company SEC Reports (i) were or will be filed on a timely basis, (ii) at as of their respective dates (or if amended prior to the time date hereof, as of the date of such amendment), complied, and each of the Company SEC Reports filed subsequent to the date of this Agreement will comply when filed, were or will be prepared in compliance as to form in all material respects with the applicable requirements of the Securities Act of 1933, as amended (the “Securities Act”), and the Exchange Act, as the case may be, and, if applicable, the Xxxxxxxx-Xxxxx Act of 2002 (the “Xxxxxxxx-Xxxxx Act”), and the rules and regulations of the SEC thereunder applicable to such Company SEC Reports, and (iii) did not at the time they were filed, or will not at the time they were or are filed filed, contain any untrue statement of a material fact or omit to state a material fact required to be stated in such Company SEC Reports or necessary in order to make the statements in such Company SEC Reports, in the light of the circumstances under which they were made, not misleading. As of the date of this Agreement, there are no outstanding or unresolved comments in comment letters received from the SEC or its staff. There has been no material correspondence between the SEC and the Company since January 1, 2010 that is not available on the SEC’s Electronic Data Gathering and Retrieval database. No Subsidiary of the Company is subject to the reporting requirements of Section 13(a) or Section 15(d) of the Exchange Act. Since March 7, 2000, the Company has filed with the SEC all registration statements, forms, reports and other documents required to be filed under the Securities Act, the Exchange Act, the Xxxxxxxx-Xxxxx Act and the rules and regulations of the SEC thereunder (including those that are required to be filed after the date hereof until the Closing).

SEC Filings; Financial Statements; Information Provided. (a) The Company has provided to the Buyer true and complete copies of filed or furnished, as applicable, all Company SEC Reports filed with the SEC prior to the date hereof. All registration statements, forms, reports reports, proxy statements and other documents (together with all amendments thereof and supplements thereto) required to be filed or furnished by the Company with the SEC since April 1, 2014. All such registration statements, forms, reports, proxy statements and other documents (as such documents have since the time of their filing been amended or supplemented and, in each case, including all exhibits and schedules thereto and documents incorporated by reference therein), including those that the Company may file or furnished after the date hereof until the Closing) filed with , but excluding the SEC Proxy Statement, are referred to herein as the “Company SEC Reports.” Except as set forth in Section 3.4(a) of the Company Disclosure Schedule, the The Company SEC Reports (i) were or will be filed or furnished on a timely basis, (ii) at as of their respective effective dates (in the time filedcase of registration statements), were as of their respective dates of mailing (in the case of definitive proxy statements) and as of their respective filing dates (in the case of all other Company SEC Reports) complied or will be prepared in compliance comply in all material respects with the applicable requirements of the Securities Act of 1933, as amended (the “Securities Act”), the Exchange Act, as the case may be, and, if applicable, Act and the Xxxxxxxx-Xxxxx Act of 2002 (as amended, the “Xxxxxxxx-Xxxxx Act”), as the case may be, and the rules and regulations of the SEC thereunder applicable to such Company SEC Reports, and (iii) did not or will not at the time they became effective or were mailed or are filed or furnished (as applicable) contain any untrue statement of a material fact or omit to state a material fact required to be stated in such Company SEC Reports or necessary in order to make the statements in such Company SEC Reports, in the light of the circumstances under which they were made, not misleading. No Subsidiary of the Company is is, or has been since March 31, 2014, subject to the reporting requirements of Section 13(a) or Section 15(d) of the Exchange ActAct or is otherwise required to file any reports, proxy statements or other documents with the SEC. Since March 7As of the date of this Agreement, 2000, there are no material outstanding or unresolved written comments from the SEC with respect to the Company has filed with the SEC all registration statements, forms, reports and other documents required to be filed under the Securities Act, the Exchange Act, the Xxxxxxxx-Xxxxx Act and the rules and regulations Reports. As of the date of this Agreement, to the Company’s Knowledge, none of the Company SEC thereunder (including those that are required Reports filed or furnished on or prior to be filed after the date hereof until is the Closing)subject of ongoing SEC review.

SEC Filings; Financial Statements; Information Provided. (a) The Except as set forth in Section 4.06(a) of the Disclosure Schedule, the Company has provided filed or furnished all registration statements, forms, reports and other documents required to be filed or furnished by the Buyer true and complete copies of all Company SEC Reports filed with the SEC prior to the date hereofsince January 1, 2005. All such registration statements, forms, reports and other documents (including those that the Company may file or furnish after the date hereof until the Closing) filed with the SEC are referred to herein as the “Company SEC Reports.” Except as set forth in Section 3.4(a) of the Company Disclosure Schedule, the The Company SEC Reports (i) were or will be filed on a timely basisbasis (which includes a filing within the time period permitted by Rule 12b-25 following a timely filing of a Form 12b-25), (ii) except as set forth in Section 4.06(a) of the Disclosure Schedule, at the time filed, were complied, or will be prepared in compliance comply when filed, as to form in all material respects with the applicable requirements of the Securities Act of 1933, as amended (the “Securities Act”), and the Exchange Act, as the case may be, and, if applicable, the Xxxxxxxx-Xxxxx Act of 2002 (the “Xxxxxxxx-Xxxxx Act”), and the rules and regulations of the SEC thereunder applicable to such Company SEC Reports, and (iii) except as corrected through subsequent amendment, did not or will not at the time they were or are filed contain any untrue statement of a material fact or omit to state a material fact required to be stated in such Company SEC Reports or necessary in order to make the statements in such Company SEC Reports, in the light of the circumstances under which they were made, not misleading. No Subsidiary of There are no off-balance sheet structures or transactions with respect to the Company is subject to the reporting requirements of Section 13(a) or Section 15(d) of the Exchange Act. Since March 7, 2000, the Company has filed with the SEC all registration statements, forms, reports and other documents that would be required to be filed under reported or set forth in the Securities Act, the Exchange Act, the Xxxxxxxx-Xxxxx Act and the rules and regulations of the Company SEC thereunder (including those that are required to be filed after the date hereof until the Closing)Reports.

SEC Filings; Financial Statements; Information Provided. (a) The Company has provided filed all registration statements, forms, reports and other documents required to be filed by the Buyer true and complete copies of all Company SEC Reports filed with the SEC prior to since June 30, 2002, all of which are publicly available on the date hereofSEC’s EXXXX system. All such registration statements, forms, reports and other documents (including those that the Company may file after the date hereof until the Closing) filed with the SEC are referred to herein as the “Company SEC Reports.” Except as set forth in Section 3.4(a) of the Company Disclosure Schedule, the The Company SEC Reports (i) were or will be filed on a timely basis, (ii) at the time filed, except as set forth in Section 3.4(b) of the Company Disclosure Schedule, were or will be prepared in compliance in all material respects with the applicable requirements of the Securities Act of 1933, as amended (the “Securities Act”), and the Exchange Act, as the case may be, and, if applicable, the Xxxxxxxx-Xxxxx Act of 2002 (the “Xxxxxxxx-Xxxxx Act”), and the rules and regulations of the SEC thereunder applicable to such Company SEC ReportsReports including the provision of all statements and certifications required by (x) Rule 13a-14 or 15d-14 under the Exchange Act or (y) 18 U.S.C. §1350 (Section 906 of the Sxxxxxxx-Xxxxx Act of 2002), and (iii) did not or will not at the time they were or are filed contain any untrue statement of a material fact or omit to state a material fact required to be stated in such Company SEC Reports or necessary in order to make the statements in such Company SEC Reports, in the light of the circumstances under which they were made, not misleading. No Subsidiary of the Company is subject to the reporting requirements of Section 13(a) or Section 15(d) of the Exchange Act. Since March 7, 2000, There are no off-balance sheet structures or transactions with respect to the Company has filed with the SEC all registration statements, forms, reports and other documents or any of its Subsidiaries that would be required to be filed under reported or set forth in the Securities ActCompany SEC Reports. As used in this Section 3.4, the Exchange Actterm “file” and variations thereof shall be broadly construed to include any manner in which a document or information is furnished, supplied or otherwise made available to the Xxxxxxxx-Xxxxx Act and the rules and regulations of the SEC thereunder (including those that are required to be filed after the date hereof until the Closing)SEC.

SEC Filings; Financial Statements; Information Provided. (a) The Company has provided to the Buyer true and complete copies of all Company SEC Reports filed with the SEC prior to the date hereof. All registration statements, forms, reports and other documents (including those that the Company may file after the date hereof until the Closing) filed with the SEC are referred to herein as the “"Company SEC Reports.” " Except as set forth in Section 3.4(a) of the Company Disclosure Schedule, the Company SEC Reports (i) were or will be filed on a timely basis, (ii) at the time filed, were or will be prepared in compliance in all material respects with the applicable requirements of the Securities Act of 1933, as amended (the “"Securities Act”"), the Exchange Act, as the case may be, and, if applicable, the XxxxxxxxSarbanes-Xxxxx Oxley Act of 2002 (the “Xxxxxxxx"Sarbanes-Xxxxx Oxley Act”"), and the rules and regulations xxx xxxxxxxxxns of the SEC thereunder applicable therexxxxx xxxxxxxxle to such Company SEC Reports, and (iii) did not or will not at the time they were or are filed contain any untrue statement of a material fact or omit to state a material fact required to be stated in such Company SEC Reports or necessary in order to make the statements in such Company SEC Reports, in light of the circumstances under which they were made, not misleading. No Subsidiary of the Company is subject to the reporting requirements of Section 13(a) or Section 15(d) of the Exchange Act. Since March 7, 2000, the Company has filed with the SEC all registration statements, forms, reports and other documents required to be filed under the Securities Act, the Exchange Act, the XxxxxxxxSarbanes-Xxxxx Oxley Act and the rules and regulations of the SEC thereunder thereundxx (including xxxxxxxxx those that are required to be filed after the date hereof until the Closing).

SEC Filings; Financial Statements; Information Provided. (a) The Company Xxxxxx has provided filed or furnished all SEC Documents required to the Buyer true and complete copies of all Company SEC Reports be filed or furnished by Xxxxxx with the SEC prior to the date hereofsince January 1, 2008. All registration statements, forms, reports and other documents such SEC Documents (including those that the Company Xxxxxx may file or furnish after the date hereof until the Closing) filed with the SEC are referred to herein as the “Company Xxxxxx SEC ReportsDocuments.” Except as set forth in Section 3.4(a) All of the Company Disclosure ScheduleXxxxxx SEC Documents are publicly available on the SEC’s XXXXX system. Xxxxxx has made available to Galileo copies of all comment letters received by Xxxxxx from the staff of the SEC since January 1, the Company 2008, and all responses to such comment letters by or on behalf of Xxxxxx. All Xxxxxx SEC Reports Documents (ix) were or will be filed or furnished on a timely basis, (iiy) at the time filed, were or will be prepared in compliance in all material respects with the applicable requirements of the Securities Act of 1933, as amended (the “Securities Act”), the Exchange ActAct and SOX, as the case may be, and, if applicable, the Xxxxxxxx-Xxxxx Act of 2002 (the “Xxxxxxxx-Xxxxx Act”), and the rules and regulations of the SEC thereunder applicable to such Company Xxxxxx SEC ReportsDocuments, and (iiiz) did not or will not at the time they were or are filed or furnished contain any untrue statement of a material fact or omit to state a material fact required to be stated in such Company Xxxxxx SEC Reports Documents or necessary in order to make the statements in such Company Xxxxxx SEC ReportsDocuments, in the light of the circumstances under which they were made, not misleading. No Subsidiary of the Company Xxxxxx is subject to the reporting requirements of Section 13(a) 13 or Section 15(d) of the Exchange Act. Since March 7, 2000, the Company has filed with the SEC all registration statements, forms, reports and other documents required to be filed under the Securities Act, the Exchange Act, the Xxxxxxxx-Xxxxx Act and the rules and regulations of the SEC thereunder (including those that are required to be filed after the date hereof until the Closing).

SEC Filings; Financial Statements; Information Provided. (a) The Company has provided filed all registration statements, forms, reports and other documents required to be filed by the Company with the SEC since July 1, 2001, and has made available to the Buyer true and complete copies of all registration statements, forms, reports and other documents filed by the Company SEC Reports filed with the SEC prior to since such date, all of which are publicly available on the date hereofSEC’s EXXXX system. All such registration statements, forms, reports and other documents (including those that the Company may file files after the date hereof until the ClosingEffective Time) filed with the SEC are referred to herein as the “Company SEC Reports.” Except as set forth in Section 3.4(a) of the Company Disclosure Schedule, the The Company SEC Reports (i) were or were, and with respect to Company SEC Reports filed after the date of this Agreement and prior to the Effective Time will be be, filed on a timely basis, (ii) at the time filed, were or were, and with respect to Company SEC Reports filed after the date of this Agreement and prior to the Effective Time will be be, prepared in compliance in all material respects with the applicable requirements of the Securities Act of 1933, as amended (the “Securities Act”), and the Exchange Act, as the case may be, and, if applicable, the Xxxxxxxx-Xxxxx Act of 2002 (the “Xxxxxxxx-Xxxxx Act”), and the rules and regulations of the SEC thereunder applicable to such Company SEC Reports, and (iii) did not or at the time they were filed, and with respect to Company SEC Reports filed after the date of this Agreement and prior to the Effective Time will not at the time they were or are filed filed, contain any untrue statement of a material fact or omit to state a material fact required to be stated in such Company SEC Reports or necessary in order to make the statements in such Company SEC Reports, in the light of the circumstances under which they were made, not misleading. No Subsidiary of the Company is subject to the reporting requirements of Section 13(a) or Section 15(d) of the Exchange Act. Since March 7, 2000, There are no off-balance sheet structures or transactions with respect to the Company has filed with the SEC all registration statements, forms, reports and other documents or any of its Subsidiaries that would be required to be filed under reported or set forth in the Securities Act, the Exchange Act, the Xxxxxxxx-Xxxxx Act and the rules and regulations of the Company SEC thereunder (including those that are required to be filed after the date hereof until the Closing)Reports.

SEC Filings; Financial Statements; Information Provided. (a) The Company has provided to the Buyer true and complete copies of filed all Company SEC Reports filed with the SEC prior to the date hereof. All registration statements, forms, reports reports, certifications and other documents required to be filed by the Company with the SEC since it became an SEC reporting company, and has made available to the Parent copies of all registration statements, forms, reports, certifications and other documents filed by the Company with the SEC since January 1, 2006, including all certifications and statements required by (i) Rule 13a-14 or 15d-14 of the Exchange Act or (ii) 18 U.S.C. §1350 (Section 906 of the Xxxxxxxx-Xxxxx Act of 2002 (the “Sarbanes Act”)). All such registration statements, forms, reports, certifications and other documents (including those that the Company may file after the date hereof until the Closing) filed with the SEC are referred to herein as the “Company SEC ReportsDocuments.” Except as set forth in Section 3.4(a) All of the Company Disclosure Schedule, SEC Documents are publicly available on the SEC’s XXXXX system. The Company has made available to the Parent copies of all comment letters received by the Company from the staff of the SEC Reports since January 1, 2006 and all responses to such comment letters by or on behalf of the Company. The Company SEC Documents (iA) were or will be filed on a timely basis, (iiB) at the time filed, were or will be prepared in compliance as to form in all material respects with the applicable requirements of the Securities Act of 1933, as amended (the “Securities Act”), and the Exchange Act, as the case may be, and, if applicable, the Xxxxxxxx-Xxxxx Act of 2002 (the “Xxxxxxxx-Xxxxx Act”), and the rules and regulations of the SEC thereunder applicable to such Company SEC ReportsDocuments, and (iiiC) did not or will not at the time they were or are filed contain any untrue statement of a material fact or omit to state a material fact required to be stated in such Company SEC Reports Documents or necessary in order to make the statements in such Company SEC ReportsDocuments, in the light of the circumstances under which they were made, not misleading. No Subsidiary of the Company is subject to the reporting requirements of Section 13(a) 13 or Section 15(d) of the Exchange Act. Since March 7, 2000As used in this Section 4.5, the Company has filed with term “file” shall be broadly construed to include any manner in which a document or information is furnished, supplied or otherwise made available to the SEC all registration statements, forms, reports and other documents required to be filed under the Securities Act, the Exchange Act, the Xxxxxxxx-Xxxxx Act and the rules and regulations of the SEC thereunder (including those that are required to be filed after the date hereof until the Closing)SEC.

SEC Filings; Financial Statements; Information Provided. (a) The Company has provided to the Buyer true and complete copies of filed all Company SEC Reports filed with the SEC prior to the date hereof. All registration statements, forms, reports reports, certifications and other documents required to be filed by the Company with the SEC since January 1, 2010 and has made available to the Investor copies of all registration statements, forms, reports, certifications and other documents filed by the Company with the SEC since January 1, 2010, including all certifications and statements required by (i) Rule 13a-14 or 15d-14 under the Exchange Act or (ii) 18 U.S.C. §1350 (Section 906 of the Sxxxxxxx-Xxxxx Act of 2002 (the “Sarbanes Act”)). All such registration statements, forms, reports, certifications and other documents (including those that the Company may file after the date hereof until the Closing) filed with the SEC are referred to herein as the “Company SEC ReportsDocuments.” Except as set forth in Section 3.4(a) All SEC Documents are publicly available on the SEC’s EXXXX system. The Company has made available to the Investor copies of all comment letters received by the Company from the staff of the Company Disclosure ScheduleSEC since January 1, 2010 and all responses to such comment letters by or on behalf of the Company Company. All SEC Reports Documents (iA) were or will be filed or deemed filed on a timely basis, (iiB) at the time filed, were or will be prepared in compliance in all material respects with the applicable requirements of the Securities Act of 1933, as amended (the “Securities Act”), and the Exchange Act, as the case may be, and, if applicable, the Xxxxxxxx-Xxxxx Act of 2002 (the “Xxxxxxxx-Xxxxx Act”), and the rules and regulations of the SEC thereunder applicable to such Company SEC Reports, Documents and (iiiC) did not or will not at the time they were or are filed contain any untrue statement of a material fact or omit to state a material fact required to be stated in such Company SEC Reports Documents or necessary in order to make the statements in such Company SEC ReportsDocuments, in the light of the circumstances under which they were made, not misleading. No Subsidiary of the Company is subject to the reporting requirements of Section 13(a) 13 or Section 15(d) of the Exchange Act. Since March 7, 2000, the Company has filed with the SEC all registration statements, forms, reports and other documents required to be filed under the Securities Act, the Exchange Act, the Xxxxxxxx-Xxxxx Act and the rules and regulations of the SEC thereunder (including those that are required to be filed after the date hereof until the Closing).

SEC Filings; Financial Statements; Information Provided. (a) The Company has provided to the Buyer true and complete copies of filed all Company SEC Reports filed with the SEC prior to the date hereof. All registration statements, forms, reports reports, certifications and other documents required to be filed by the Company with the SEC since it became an SEC reporting company, and has made available to the Buyer copies of all registration statements, forms, reports, certifications and other documents filed by the Company (or incorporated by reference in registration statements, forms, reports, certifications and other documents filed by the Company) with the SEC since January 1, 2008, including all certifications and statements required by (i) Rule 13a-14 or 15d-14 of the Exchange Act or (ii) 18 U.S. C. § 1350 (Section 906 of the Xxxxxxxx-Xxxxx Act of 2002 (the “Sarbanes Act”) and including complete unredacted copies of all documents redacted or withheld pursuant to a confidential treatment request. All such registration statements, forms, reports, certifications and other documents (including those that the Company may file after the date hereof until the Closing) filed with the SEC are referred to herein as the “Company SEC ReportsDocuments.” Except as set forth in Section 3.4(a) All of the Company Disclosure Schedule, SEC Documents are publicly available on the SEC’s XXXXX system (except to the extent of material redacted or withheld pursuant to confidential treatment requests). The Company has made available to the Buyer copies of all comment letters received by the Company from the staff of the SEC Reports since January 1, 2006 and all responses to such comment letters by or on behalf of the Company. The Company SEC Documents (ix) were or will be filed on a timely basis, (iiy) at the time filed, were or will be prepared in compliance in all material respects with the applicable requirements of the Securities Act of 1933, as amended (the “Securities Act”), and the Exchange Act, as the case may be, and, if applicable, the Xxxxxxxx-Xxxxx Act of 2002 (the “Xxxxxxxx-Xxxxx Act”), and the rules and regulations of the SEC thereunder applicable to such Company SEC ReportsDocuments, and (iiiz) did not or will not at the time they were or are filed contain any untrue statement of a material fact or omit to state a material fact required to be stated in such Company SEC Reports Documents or necessary in order to make the statements in such Company SEC ReportsDocuments, in the light of the circumstances under which they were made, not misleading. No Subsidiary of the Company is subject to the reporting requirements of Section 13(a) 13 or Section 15(d) of the Exchange Act. Since March 7, 2000As used in this Section 3.5, the Company has filed with term “file” shall be broadly construed to include any manner in which a document or information is furnished, supplied or otherwise made available to the SEC all registration statementsSEC, forms, reports and other documents required to be filed under the Securities Act, whether or not it is deemed “filed” for purposes of Section 18 of the Exchange Act, the Xxxxxxxx-Xxxxx Act and the rules and regulations of the SEC thereunder (including those that are required to be filed after the date hereof until the Closing).

SEC Filings; Financial Statements; Information Provided. (a) The Company has provided filed all registration statements, forms, reports and other documents required to be filed by the Company with the SEC since January 1, 2000, and has made available to the Buyer true and complete Parent copies of all registration statements, forms, reports and other documents filed by the Company SEC Reports filed with the SEC prior to since such date, all of which are publicly available on the date hereofSEC's XXXXX system. All such registration statements, forms, reports and other documents (including those that the Company may file after the date hereof until the Closing) filed with the SEC are referred to herein as the “"Company SEC Reports.” Except as set forth in Section 3.4(a) of the Company Disclosure Schedule, the " The Company SEC Reports (i) were or will be filed on a timely basis, (ii) at the time filed, were or will be prepared in compliance in all material respects with the applicable requirements of the Securities Act of 1933, as amended (the “Securities Act”), and the Exchange Act, as the case may be, and, if applicable, the Xxxxxxxx-Xxxxx Act of 2002 (the “Xxxxxxxx-Xxxxx Act”), and the rules and regulations of the SEC thereunder applicable to such Company SEC Reports, including the provision of all statements and certifications required by (x) the SEC's order dated June 27, 2002 pursuant to Section 21(a)(1) of the Exchange Act, (y) Rule 13a-14 or 15d-14 under the Exchange Act or (z) 18 U.S.C. Section 1350 (Section 906 of the Xxxxxxxx-Xxxxx Act of 2002), and (iii) did not or will not at the time they were or are filed contain any untrue statement of a material fact or omit to state a material fact required to be stated in such Company SEC Reports or necessary in order to make the statements in such Company SEC Reports, in the light of the circumstances under which they were made, not misleading. No Subsidiary of the Company is subject to the reporting requirements of Section 13(a) or Section 15(d) of the Exchange Act. Since March 7, 2000, the Company has filed with the SEC all registration statements, forms, reports and other documents required to be filed under the Securities Act, the Exchange Act, the Xxxxxxxx-Xxxxx Act and the rules and regulations of the SEC thereunder (including those that are required to be filed after the date hereof until the Closing).

SEC Filings; Financial Statements; Information Provided. (a) The Company has provided filed or furnished all registration statements, reports, schedules and other documents required to the Buyer true and complete copies be filed or furnished by it or any of all Company SEC Reports filed its Subsidiaries with the SEC prior to the date hereof. All registration statementssince December 31, forms2005 (collectively, reports and other documents (including those that the Company may file after the date hereof until the Closing) filed with the SEC are referred to herein as any amendments thereto, the “Company SEC Reports.” Except as set forth in Section 3.4(a) ”). None of the Company Disclosure ScheduleCompany’s Subsidiaries is required to file periodic reports with the SEC pursuant to the Exchange Act. As of their respective filing dates (or, if amended, as of the date of such amendment), the Company SEC Reports (i) were or will be filed on a timely basis, (ii) at the time filed, were or will be prepared in compliance accordance with, and complied in all material respects with with, the applicable requirements of the Exchange Act and the Securities Act of 1933, as amended (the “Securities Act”), the Exchange Act, as the case may be, and, if applicable, the Xxxxxxxx-Xxxxx Act of 2002 (the “Xxxxxxxx-Xxxxx Act”), and the rules and regulations of the SEC thereunder applicable to such promulgated thereunder, and none of the Company SEC Reports, and (iii) did not or will not at the time they were or are filed contain Reports contained any untrue statement of a material fact or omit omitted to state a material fact required to be stated in such Company SEC Reports therein or necessary in order to make the statements in such Company SEC Reportsmade therein, in light of the circumstances under which they were made, not misleading, except to the extent corrected by a Company SEC Report filed subsequently (but before the date hereof). No Subsidiary The Company has made available to Buyer true, correct and complete copies of all correspondence between the SEC, on the one hand, and the Company and any of its Subsidiaries, on the other, since December 31, 2005, including all SEC comment letters and responses to such comment letters by or on behalf of the Company. To the knowledge of the Company, as of the date hereof, there are no unresolved comments issued by the staff of the SEC with respect to any of the Company is subject to SEC Reports. Each of the reporting requirements of Section 13(a) or Section 15(dfinancial statements (including the related notes and schedules) of the Exchange Act. Since March 7Company included in, 2000or incorporated by reference into, the Company has filed SEC Reports (the “Company Financials”) complies in all material respects with the SEC all registration statements, forms, reports and other documents required to be filed under the Securities Act, the Exchange Act, the Xxxxxxxx-Xxxxx Act applicable accounting requirements and the published rules and regulations of the SEC thereunder with respect thereto, were prepared in accordance with United States generally accepted accounting principles (including those that are required “GAAP”) (except, in the case of unaudited financial statements, as permitted by applicable rules and regulations of the SEC) applied on a consistent basis during the periods involved (except as may be indicated in the notes thereto) and fairly present in all material respects the consolidated financial position of the Company and its consolidated Subsidiaries as of the dates thereof and their consolidated results of operations for the periods then ended (subject, in the case of unaudited financial statements, to be filed after normal year-end audit adjustments and the date hereof until absence of footnotes). The Company has no current intention to correct or restate, and to the Closing)knowledge of the Company, there is not any basis to correct or restate any of the Company Financials. The Company has not had any disagreement with any of its auditors regarding material accounting matters or policies during any of its past three full fiscal years or during the current fiscal year-to-date.

SEC Filings; Financial Statements; Information Provided. (a) The Company has provided to the Buyer true and complete copies of filed all Company SEC Reports filed with the SEC prior to the date hereof. All registration statements, forms, reports and other documents required to be filed by the Company with the SEC since January 1, 2018. All such registration statements, forms, reports and other documents, as such documents have been amended since the time of their filing (including exhibits and all other information incorporated therein and those registration statements, forms, reports and other documents that the Company may file after the date hereof until the Closing) filed with the SEC are referred to herein as the “Company SEC Reports.” Except As of their respective dates or, if amended prior to the date hereof, as set forth in Section 3.4(a) of the Company Disclosure Scheduledate of the last such amendment, the Company SEC Reports (i) were or will be filed on a timely basis, (ii) at the time filed, were complied, or will be prepared in compliance comply when filed, as to form in all material respects with the applicable requirements of the Securities Act of 1933, as amended (the “Securities Act”), and the Exchange Act, as the case may be, and, if applicable, the Xxxxxxxx-Xxxxx Act of 2002 (the “Xxxxxxxx-Xxxxx Act”), and the rules and regulations of the SEC thereunder applicable to such Company SEC Reports, Reports and (iii) except to the extent that information contained in a Company SEC Report has been revised, amended, modified or superseded by a later filed Company SEC Report, did not or will not at the time they were or are filed contain any untrue statement of a material fact or omit to state a material fact required to be stated in such Company SEC Reports or necessary in order to make the statements in such Company SEC Reports, in the light of the circumstances under which they were made, not misleadingmisleading in any material respect. No Subsidiary of the Company is subject required to the reporting requirements of Section 13(a) file or Section 15(d) of the Exchange Act. Since March 7, 2000, the Company has filed with the SEC all registration statements, furnish any forms, reports and or other documents required to be filed under with the Securities Act, the Exchange Act, the Xxxxxxxx-Xxxxx Act and the rules and regulations of the SEC thereunder (including those that are required to be filed after the date hereof until the Closing)SEC.

SEC Filings; Financial Statements; Information Provided. (a) The Company TranS1 has provided to the Buyer true and complete copies of filed all Company SEC Reports filed with the SEC prior to the date hereof. All registration statements, forms, reports reports, certifications and other documents required to be filed by TranS1 with the SEC since January 1, 2010 and has made available to Baxano copies of all registration statements, forms, reports, certifications and other documents filed by TranS1 with the SEC since January 1, 2010, including all certifications and statements required by (i) Rule 13a-14 or 15d-14 under the Exchange Act or (ii) 18 U.S.C. §1350 (Section 906 of the Sxxxxxxx-Xxxxx Act of 2002 (the “Sarbanes Act”)). All such registration statements, forms, reports, certifications and other documents (including those that the Company TranS1 may file after the date hereof until the Closing) filed with the SEC are referred to herein as the “Company TranS1 SEC ReportsDocuments.” Except as set forth in Section 3.4(a) All TranS1 SEC Documents are publicly available on the SEC’s EXXXX system. TranS1 has made available to Baxano copies of all comment letters received by TranS1 from the staff of the Company Disclosure ScheduleSEC since January 1, the Company 2010 and all responses to such comment letters by or on behalf of TranS1. All TranS1 SEC Reports Documents (iA) were or will be filed or deemed filed on a timely basis, (iiB) at the time filed, were or will be prepared in compliance in all material respects with the applicable requirements of the Securities Act of 1933, as amended (the “Securities Act”), and the Exchange Act, as the case may be, and, if applicable, the Xxxxxxxx-Xxxxx Act of 2002 (the “Xxxxxxxx-Xxxxx Act”), and the rules and regulations of the SEC thereunder applicable to such Company TranS1 SEC Reports, Documents and (iiiC) did not or will not at the time they were or are filed contain any untrue statement of a material fact or omit to state a material fact required to be stated in such Company TranS1 SEC Reports Documents or necessary in order to make the statements in such Company TranS1 SEC ReportsDocuments, in the light of the circumstances under which they were made, not misleading. No Subsidiary of the Company TranS1 is subject to the reporting requirements of Section 13(a) 13 or Section 15(d) of the Exchange Act. Since March 7, 2000, the Company has filed with the SEC all registration statements, forms, reports and other documents required to be filed under the Securities Act, the Exchange Act, the Xxxxxxxx-Xxxxx Act and the rules and regulations of the SEC thereunder (including those that are required to be filed after the date hereof until the Closing).

SEC Filings; Financial Statements; Information Provided. (a) The Company has provided to the Buyer true and complete copies of filed or furnished (as applicable) all Company SEC Reports filed with the SEC prior to the date hereof. All registration statements, forms, reports reports, certifications and other documents required to be filed with or furnished to (as applicable) the SEC by the Company since January 1, 2010. All such registration statements, forms, reports, certifications and other documents required to be filed or furnished by the Company since January 1, 2010 (including those that the Company may file after the date hereof of the Original Merger Agreement until the Closing, but excluding, for the avoidance of doubt, the Registration Statement, the Joint Proxy Statement/Prospectus and any Regulation M-A Filing, in each case other than information to be supplied in writing to the Buyer by or on behalf of the Company specifically for inclusion therein) filed with the SEC are referred to herein as the “Company SEC ReportsDocuments.” Except as set forth in Section 3.4(a) The Company has made available to the Buyer copies of all comment letters received by the Company from the staff of the SEC prior to the date of the Original Merger Agreement with respect to all Company SEC Documents and all responses to such comment letters by or on behalf of the Company Disclosure Schedule, filed by the Company with the SEC Reports prior to the date of the Original Merger Agreement. The Company SEC Documents (i) were or will be filed or furnished on a timely basis, (ii) at the time filedfiled or furnished, were complied, or will be prepared in compliance comply, as to form in all material respects with the applicable requirements of the Securities Act of 1933, as amended (the “Securities Act”), and the Exchange Act, as the case may be, and, if applicable, the Xxxxxxxx-Xxxxx Act of 2002 (the “Xxxxxxxx-Xxxxx Act”), and the rules and regulations of the SEC thereunder applicable to such Company SEC ReportsDocuments, and (iii) did not or will not at the time they were or are filed or furnished contain any untrue statement of a material fact or omit to state a material fact required to be stated in such Company SEC Reports Documents or necessary in order to make the statements in such Company SEC ReportsDocuments, in the light of the circumstances under which they were made, not misleading. No Subsidiary of the Company is subject to the reporting requirements of Section 13(a) 13 or Section 15(d) of the Exchange Act. Since March 7, 2000, the Company has filed with the SEC all registration statements, forms, reports and other documents required to be filed under the Securities Act, the Exchange Act, the Xxxxxxxx-Xxxxx Act and the rules and regulations of the SEC thereunder (including those that are required to be filed after the date hereof until the Closing).

SEC Filings; Financial Statements; Information Provided. (a) The Company has provided to the Buyer true and complete copies of filed or furnished, as applicable, all Company SEC Reports filed with the SEC prior to the date hereof. All registration statements, forms, reports and other documents (including exhibits and other information incorporated therein) required to be filed or furnished by the Company with the SEC since January 1, 2019. All such registration statements, forms, reports and other documents (including exhibits and all other information incorporated therein and those registration statements, forms, reports and other documents that the Company may file or furnish after the date hereof until the Closing) filed with the SEC are referred to herein as the “Company SEC Reports.” Except as set forth in Section 3.4(a) of the Company Disclosure Schedule, the The Company SEC Reports (i) were or will be filed or furnished on a timely basis, (ii) at the time filedfiled or furnished, were complied, or will be prepared in compliance comply when filed or furnished, as to form in all material respects with the applicable requirements of the Securities Act of 1933, as amended (the “Securities Act”), the Exchange Act, the Xxxxxxxx-Xxxxx Act and the Xxxx-Xxxxx Act of 2010, as amended, as the case may be, and, if applicable, the Xxxxxxxx-Xxxxx Act of 2002 (the “Xxxxxxxx-Xxxxx Act”), and the rules and regulations of the SEC thereunder applicable to such Company SEC Reports, Reports and (iii) except to the extent that information contained in a Company SEC Report has been revised, amended, modified or superseded by a later filed or furnished Company SEC Report, did not or will not at the time they were or are filed or furnished contain any untrue statement of a material fact or omit to state a material fact required to be stated in such Company SEC Reports or necessary in order to make the statements in such Company SEC Reports, in the light of the circumstances under which they were made, not misleading. No Subsidiary of the Company is subject to the reporting requirements of Section 13(a) or Section 15(d) of the Exchange Act. Since March 7, 2000, the Company has filed with the SEC all registration statements, forms, reports and other documents required to be filed under the Securities Act, the Exchange Act, the Xxxxxxxx-Xxxxx Act and the rules and regulations of the SEC thereunder (including those that are required to be filed after the date hereof until the Closing)misleading in any material respect.

SEC Filings; Financial Statements; Information Provided. (a) The Company Larscom and its Subsidiaries have filed all registration statements, forms, reports and other documents required to be filed by Larscom with the Securities and Exchange Commission ("SEC") since January 1, 2001 and has provided made available to the Buyer true and complete Verilink copies of all Company SEC Reports registration statements, forms, reports and other documents (including, without limitation, all certifications and statements required by Rule 13a-14 or 15d-14 under the Exchange Act or Section 906 of the Xxxxxxxx-Xxxxx Act of 2002) filed by Larscom or its Subsidiaries with or furnished to the SEC prior since such date, all of which (other than the certifications pursuant to said Section 906) are available on the date hereofSEC's XXXXX system. All such required registration statements, forms, reports and other documents (including those that the Company Larscom may file after the date hereof until the Closing) filed with the SEC are referred to herein as the “Company "Larscom SEC Reports.” Except as set forth in Section 3.4(a) of the Company Disclosure Schedule, the Company " The Larscom SEC Reports (i) were or will be filed on a timely basis, (ii) at the time filed, were or will be prepared in compliance in all material respects with the applicable requirements of the Securities Act of 1933, as amended (the “Securities Act”), and the Exchange Act, as the case may be, and, if applicable, the Xxxxxxxx-Xxxxx Act of 2002 (the “Xxxxxxxx-Xxxxx Act”), and the rules and regulations of the SEC thereunder applicable to such Company Larscom SEC Reports, and (iii) did not or will not at the time they were or are filed contain any untrue statement of a material fact or omit to state a material fact required to be stated in such Company Larscom SEC Reports or necessary in order to make the statements in such Company Larscom SEC Reports, in the light of the circumstances under which they were made, not misleading. No Subsidiary of the Company Larscom is subject to the reporting requirements of Section Sections 13(a) or Section 15(d) of the Exchange Act. Since March 7, 2000, the Company has filed with the SEC all registration statements, forms, reports and other documents required to be filed under the Securities Act, the Exchange Act, the Xxxxxxxx-Xxxxx Act and the rules and regulations of the SEC thereunder (including those that are required to be filed after the date hereof until the Closing).

SEC Filings; Financial Statements; Information Provided. (a) The Company Buyer has provided filed all registration statements, forms, reports and other documents required to be filed by the Buyer with the SEC since January 1, 2002 and has made available to the Buyer true and complete Company copies of all Company SEC Reports registration statements, forms, reports and other documents filed by the Buyer with the SEC prior to since such date, all of which are publicly available on the date hereofSEC’s EXXXX system. All such registration statements, forms, reports and other documents (including those that the Company Buyer may file after the date hereof until the ClosingEffective Time) filed with the SEC are referred to herein as the “Company Buyer SEC Reports.” Except as set forth in Section 3.4(a) of the Company Disclosure Schedule, the Company The Buyer SEC Reports (i) were or were, and with respect to Buyer SEC Reports filed after the date of this Agreement and prior to the Effective Time will be be, filed on a timely basis, (ii) at the time filed, were or were, and with respect to Buyer SEC Reports filed after the date of this Agreement and prior to the Effective Time will be, be prepared in compliance in all material respects with the applicable requirements of the Securities Act of 1933, as amended (the “Securities Act”), and the Exchange Act, as the case may be, and, if applicable, the Xxxxxxxx-Xxxxx Act of 2002 (the “Xxxxxxxx-Xxxxx Act”), and the rules and regulations of the SEC thereunder applicable to such Company Buyer SEC Reports, and (iii) did not or at the time they were filed, and with respect to Buyer SEC Reports filed after the date of this Agreement and prior to the Effective Time will not at the time they were or are filed filed, contain any untrue statement of a material fact or omit to state a material fact required to be stated in such Company Buyer SEC Reports or necessary in order to make the statements in such Company Buyer SEC Reports, in the light of the circumstances under which they were made, not misleading. No Subsidiary of the Company Buyer is subject to the reporting requirements of Section 13(a) or Section 15(d) of the Exchange Act. Since March 7, 2000, There are no off-balance sheet structures or transactions with respect to the Company has filed with the SEC all registration statements, forms, reports and other documents Buyer or any of its Subsidiaries that would be required to be filed under reported or set forth in the Securities Act, the Exchange Act, the Xxxxxxxx-Xxxxx Act and the rules and regulations of the Buyer SEC thereunder (including those that are required to be filed after the date hereof until the Closing)Reports.

SEC Filings; Financial Statements; Information Provided. (a) The Company Buyer has provided filed all registration statements, forms, reports and other documents required to be filed by the Buyer with the SEC since January 1, 2002 and has made available to the Buyer true and complete Company copies of all Company SEC Reports registration statements, forms, reports and other documents filed by the Buyer with the SEC prior to since such date, all of which are publicly available on the date hereofSEC’s XXXXX system. All such registration statements, forms, reports and other documents (including those that the Company Buyer may file after the date hereof until the ClosingEffective Time) filed with the SEC are referred to herein as the “Company Buyer SEC Reports.” Except as set forth in Section 3.4(a) of the Company Disclosure Schedule, the Company The Buyer SEC Reports (i) were or were, and with respect to Buyer SEC Reports filed after the date of this Agreement and prior to the Effective Time will be be, filed on a timely basis, (ii) at the time filed, were or were, and with respect to Buyer SEC Reports filed after the date of this Agreement and prior to the Effective Time will be, be prepared in compliance in all material respects with the applicable requirements of the Securities Act of 1933, as amended (the “Securities Act”), and the Exchange Act, as the case may be, and, if applicable, the Xxxxxxxx-Xxxxx Act of 2002 (the “Xxxxxxxx-Xxxxx Act”), and the rules and regulations of the SEC thereunder applicable to such Company Buyer SEC Reports, and (iii) did not or at the time they were filed, and with respect to Buyer SEC Reports filed after the date of this Agreement and prior to the Effective Time will not at the time they were or are filed filed, contain any untrue statement of a material fact or omit to state a material fact required to be stated in such Company Buyer SEC Reports or necessary in order to make the statements in such Company Buyer SEC Reports, in the light of the circumstances under which they were made, not misleading. No Subsidiary of the Company Buyer is subject to the reporting requirements of Section 13(a) or Section 15(d) of the Exchange Act. Since March 7, 2000, There are no off-balance sheet structures or transactions with respect to the Company has filed with the SEC all registration statements, forms, reports and other documents Buyer or any of its Subsidiaries that would be required to be filed under reported or set forth in the Securities Act, the Exchange Act, the Xxxxxxxx-Xxxxx Act and the rules and regulations of the Buyer SEC thereunder (including those that are required to be filed after the date hereof until the Closing)Reports.

SEC Filings; Financial Statements; Information Provided. (a) The Company Larscom has provided filed all registration statements, forms, reports and other documents required to be filed by Larscom with the Buyer true SEC since January 1, 1998 and complete has made available to VINA copies of all Company SEC Reports registration statements, forms, reports and other documents (including, without limit, all certifications and statements required to by Rule 13a-14 or 15d-14 under the Exchange Act or Section 906 of the Xxxxxxxx-Xxxxx Act of 2002) filed by Larscom with or furnished to the SEC prior since such date, all of which (other than the certifications pursuant to said Section 906) are available on the date hereofSEC's XXXXX system. All such required registration statements, forms, reports and other documents (including those that the Company Larscom may file after the date hereof until the Closing) filed with the SEC are referred to herein as the “Company "LARSCOM SEC ReportsREPORTS.” " Except as set forth in Section 3.4(a4.6(a) of the Company Larscom Disclosure Schedule, the Company Larscom SEC Reports (i) were or will be filed on a timely basis, (ii) at the time filed, were or will be prepared in compliance in all material respects with the applicable requirements of the Securities Act of 1933, as amended (the “Securities Act”), and the Exchange Act, as the case may be, and, if applicable, the Xxxxxxxx-Xxxxx Act of 2002 (the “Xxxxxxxx-Xxxxx Act”), and the rules and regulations of the SEC thereunder applicable to such Company Larscom SEC Reports, and (iii) did not or will not at the time they were or are filed contain any untrue statement of a material fact or omit to state a material fact required to be stated in such Company Larscom SEC Reports or necessary in order to make the statements in such Company Larscom SEC Reports, in the light of the circumstances under which they were made, not misleading. No Subsidiary of the Company Larscom is subject to the reporting requirements of Section Sections 13(a) or Section 15(d) of the Exchange Act. Since March 7, 2000, the Company has filed with the SEC all registration statements, forms, reports and other documents required to be filed under the Securities Act, the Exchange Act, the Xxxxxxxx-Xxxxx Act and the rules and regulations of the SEC thereunder (including those that are required to be filed after the date hereof until the Closing).

SEC Filings; Financial Statements; Information Provided. (a) The Company VINA has provided filed all registration statements, forms, reports and other documents required to be filed by VINA with the Buyer true Securities and complete Exchange Commission ("SEC") since August 10, 2000 and has made available to Larscom copies of all Company SEC Reports registration statements, forms, reports and other documents (including, without limitation, all certifications and statements required by Rule 13a-14 or 15d-14 under the Exchange Act or Section 906 of the Xxxxxxxx-Xxxxx Act of 2002) filed by VINA with or furnished to the SEC prior since such date, all of which (other than the certifications pursuant to said Section 906) are available on the date hereofSEC's XXXXX system. All such required registration statements, forms, reports and other documents (including those that the Company VINA may file after the date hereof until the Closing) filed with the SEC are referred to herein as the “Company "VINA SEC ReportsREPORTS.” " Except as set forth in Section 3.4(a) 3.6 of the Company VINA Disclosure Schedule, the Company VINA SEC Reports (i) were or will be filed on a timely basis, (ii) at the time filed, were or will be prepared in compliance in all material respects with the applicable requirements of the Securities Act of 1933, as amended (the “Securities Act”), and the Exchange Act, as the case may be, and, if applicable, the Xxxxxxxx-Xxxxx Act of 2002 (the “Xxxxxxxx-Xxxxx Act”), and the rules and regulations of the SEC thereunder applicable to such Company VINA SEC Reports, and (iii) did not or will not at the time they were or are filed contain any untrue statement of a material fact or omit to state a material fact required to be stated in such Company VINA SEC Reports or necessary in order to make the statements in such Company VINA SEC Reports, in the light of the circumstances under which they were made, not misleading. No Subsidiary of the Company VINA is subject to the reporting requirements of Section Sections 13(a) or Section 15(d) of the Exchange Act. Since March 7, 2000, the Company has filed with the SEC all registration statements, forms, reports and other documents required to be filed under the Securities Act, the Exchange Act, the Xxxxxxxx-Xxxxx Act and the rules and regulations of the SEC thereunder (including those that are required to be filed after the date hereof until the Closing).

SEC Filings; Financial Statements; Information Provided. (a) The Company Buyer has provided to the Buyer true and complete copies of filed or furnished (as applicable) all Company SEC Reports filed with the SEC prior to the date hereof. All registration statements, forms, reports reports, certifications and other documents required to be filed with or furnished to (as applicable) the SEC by the Buyer since January 1, 2010. All such registration statements, forms, reports, certifications and other documents Table of Contents required to be filed or furnished by the Buyer since January 1, 2010 (including those that the Company Buyer may file after the date hereof until the Closing) filed with the SEC are referred to herein as the “Company Buyer SEC ReportsDocuments.” Except as set forth in Section 3.4(a) The Buyer has made available to the Company copies of all comment letters received by the Buyer from the staff of the Company Disclosure Schedule, SEC prior to the Company date hereof with respect to all Buyer SEC Reports Documents and all responses to such comment letters by or on behalf of the Buyer filed by the Buyer with the SEC prior to the date hereof. The Buyer SEC Documents (i) were or will be filed or furnished on a timely basis, (ii) at the time filedfiled or furnished, were complied, or will be prepared in compliance comply, as to form in all material respects with the applicable requirements of the Securities Act of 1933, as amended (the “Securities Act”), and the Exchange Act, as the case may be, and, if applicable, the Xxxxxxxx-Xxxxx Act of 2002 (the “Xxxxxxxx-Xxxxx Act”), and the rules and regulations of the SEC thereunder applicable to such Company Buyer SEC ReportsDocuments, and (iii) did not or will not at the time they were or are filed or furnished contain any untrue statement of a material fact or omit to state a material fact required to be stated in such Company Buyer SEC Reports Documents or necessary in order to make the statements in such Company Buyer SEC ReportsDocuments, in the light of the circumstances under which they were made, not misleading. No Subsidiary of the Company Buyer is subject to the reporting requirements of Section 13(a) 13 or Section 15(d) of the Exchange Act. Since March 7, 2000, the Company has filed with the SEC all registration statements, forms, reports and other documents required to be filed under the Securities Act, the Exchange Act, the Xxxxxxxx-Xxxxx Act and the rules and regulations of the SEC thereunder (including those that are required to be filed after the date hereof until the Closing).

SEC Filings; Financial Statements; Information Provided. (a) The Company has provided filed or furnished, as applicable, all registration statements, forms, reports and other documents required to be filed by the Buyer true and complete copies of all Company SEC Reports filed with the SEC prior to the date hereofsince January 1, 2006. All such registration statements, forms, reports and other documents (including all amendments or supplements thereto and those that the Company may file or furnish after the date hereof until the Closing) filed with the SEC are referred to herein as the “Company SEC Reports.” Except as set forth in Section 3.4(a) of the Company Disclosure Schedule, the The Company SEC Reports (i) were or will be filed or furnished on a timely basis, (ii) at the time filedfiled or furnished, were complied, or will be prepared in compliance comply when filed or furnished, as to form in all material respects with the applicable requirements of the Securities Act of 1933, as amended (the “Securities Act”), and the Exchange Act, as the case may be, and, if applicable, the Xxxxxxxx-Xxxxx Act of 2002 (the “Xxxxxxxx-Xxxxx Act”), and the rules and regulations of the SEC thereunder applicable to such Company SEC Reports, Reports and (iii) including any financial statements or schedules included or incorporated by reference therein, did not or will not at the time they were or are filed or furnished contain any untrue statement of a material fact or omit to state a material fact required to be stated in such Company SEC Reports or necessary in order to make the statements in such Company SEC Reports, in the light of the circumstances under which they were made, not misleading. No executive officer of the Company has failed to make the certifications required of him or her under Section 302 or 906 of SOX with respect to any Company SEC Reports. No Subsidiary of the Company is subject to the reporting requirements of Section 13(a) or Section 15(d) of the Exchange Act. Since March 7, 2000, the Company has filed with the SEC all registration statements, forms, reports and other documents required to be filed under the Securities Act, the Exchange Act, the Xxxxxxxx-Xxxxx Act and the rules and regulations of the SEC thereunder (including those that are required to be filed after the date hereof until the Closing).

SEC Filings; Financial Statements; Information Provided. (a) The Company has provided filed all registration statements, forms, reports and other documents required to be filed by the Buyer true and complete copies of all Company SEC Reports filed with the SEC prior to the date hereofsince January 1, 2020. All such registration statements, forms, reports and other documents (including exhibits and all other information incorporated therein and any supplements or amendments thereto and those registration statements, forms, reports and other documents that the Company may file after the date hereof until the Closing) filed with the SEC are referred to herein as the “Company SEC Reports.” ”, and the Company has made available to the Parent copies of all Company SEC Reports to the extent not available on the SEC’s EXXXX system. Except as set forth in on Section 3.4(a2.5(a) of the Company Disclosure Schedule, the Company SEC Reports (i) were or will be filed on a timely basis, (ii) at the time filed, were complied, or will be prepared in compliance comply when filed, as to form in all material respects with the applicable requirements of the Securities Act of 1933, as amended (the “Securities Act”), and the Exchange Act, as the case may be, and, if applicable, the Xxxxxxxx-Xxxxx Act of 2002 (the “Xxxxxxxx-Xxxxx Act”), and the rules and regulations of the SEC thereunder applicable to such Company SEC Reports, Reports and (iii) except to the extent that information contained in a Company SEC Report has been revised, amended, modified or superseded by a later filed Company SEC Report prior to the date hereof, did not or will not at the time they were or are filed contain any untrue statement of a material fact or omit to state a material fact required to be stated in such Company SEC Reports or necessary in order to make the statements in such Company SEC Reports, in the light of the circumstances under which they were made, not misleading. The Company has not as of the date hereof received any written comments from the SEC with respect to any of the Company SEC Reports which remain unresolved. To the Company’s Knowledge, as of the date hereof, none of the Company SEC Reports is subject to ongoing SEC review. No Subsidiary of the Company is subject required to the reporting requirements of Section 13(a) file any form, report or Section 15(d) of the Exchange Act. Since March 7, 2000, the Company has filed other document with the SEC all registration statements, forms, reports and other documents required to be filed under the Securities Act, the Exchange Act, the Xxxxxxxx-Xxxxx Act and the rules and regulations of the SEC thereunder (including those that are required to be filed after the date hereof until the Closing)SEC.

SEC Filings; Financial Statements; Information Provided. (a) The Company has provided to the Buyer true and complete copies of filed all Company SEC Reports filed with the SEC prior to the date hereof. All registration statements, forms, reports reports, certifications and other documents required to be filed by the Company with the SEC since it became an SEC reporting company, and has made available to the Parent copies of all registration statements, forms, reports, certifications and other documents filed by the Company with the SEC since January 1, 2005, including all certifications and statements required by (i) Rule 13a-14 or 15d-14 of the Exchange Act or (ii) 18 U.S. C. §1350 (Section 906 of the Xxxxxxxx-Xxxxx Act of 2002 (the “Sarbanes Act”). All such registration statements, forms, reports, certifications and other documents (including those that the Company may file after the date hereof until the Closing) filed with the SEC are referred to herein as the “Company SEC ReportsDocuments.” Except as set forth in Section 3.4(a) The Company has made available to the Parent copies of all comment letters received by the Company from the staff of the Company Disclosure ScheduleSEC since January 1, 2005 and all responses to such comment letters by or on behalf of the Company. The Company SEC Reports Documents (ix) were or will be filed on a timely basis, (iiy) at the time filedfiled (or as of the date of the last amendment thereof, if any such Company SEC Document filed prior to the date hereof was amended after the filing and prior to the date hereof), were or will be prepared in compliance in all material respects with the applicable requirements of the Securities Act of 1933, as amended (the “Securities Act”), and the Exchange Act, as the case may be, and, if applicable, the Xxxxxxxx-Xxxxx Act of 2002 (the “Xxxxxxxx-Xxxxx Act”), and the rules and regulations of the SEC thereunder applicable to such Company SEC ReportsDocuments, and (iiiz) did not or will not at the time they were or are filed (or as of the date of the last amendment thereof, if any such Company SEC Document filed prior to the date hereof was amended after the filing and prior to the date hereof) contain any untrue statement of a material fact or omit to state a material fact required to be stated in such Company SEC Reports Documents or necessary in order to make the statements in such Company SEC ReportsDocuments, in the light of the circumstances under which they were made, not misleading. No Subsidiary of the Company is subject to the reporting requirements of Section 13(a) 13 or Section 15(d) of the Exchange Act. Since March 7, 2000As used in this Section 3.5, the Company has filed with term “file” shall be broadly construed to include any manner in which a document or information is furnished, supplied or otherwise made available to the SEC all registration statements, forms, reports and other documents required to be filed under the Securities Act, the Exchange Act, the Xxxxxxxx-Xxxxx Act and the rules and regulations of the SEC thereunder (including those that are required to be filed after the date hereof until the Closing)SEC.

SEC Filings; Financial Statements; Information Provided. (a) The Public Company has provided to the Buyer true and complete copies of filed all Company SEC Reports filed with the SEC prior to the date hereof. All registration statements, forms, reports reports, certifications and other documents required to be filed by Public Company with the SEC since January 1, 2006 and has made available to Merger Partner copies of all registration statements, forms, reports, certifications and other documents filed by Public Company with the SEC since January 1, 2006, including all certifications and statements required by (i) Rule 13a-14 or 15d-14 under the Exchange Act or (ii) 18 U.S. C. §1350 (Section 906 of the Xxxxxxxx-Xxxxx Act of 2002 (the “Sarbanes Act”)). All such registration statements, forms, reports, certifications and other documents (including those that the Public Company may file after the date hereof until the Closing) filed with the SEC are referred to herein as the “Public Company SEC ReportsDocuments.” Except as set forth in Section 3.4(a) All Public Company SEC Documents are publicly available on the SEC’s XXXXX system. Public Company has made available to Merger Partner copies of all comment letters received by Public Company from the staff of the Company Disclosure ScheduleSEC since January 1, the 2006 and all responses to such comment letters by or on behalf of Public Company. All Public Company SEC Reports Documents (iA) were or will be filed or deemed filed on a timely basis, (iiB) at the time filed, were or will be prepared in compliance in all material respects with the applicable requirements of the Securities Act of 1933, as amended (the “Securities Act”), and the Exchange Act, as the case may be, and, if applicable, the Xxxxxxxx-Xxxxx Act of 2002 (the “Xxxxxxxx-Xxxxx Act”), and the rules and regulations of the SEC thereunder applicable to such Public Company SEC Reports, Documents and (iiiC) did not or will not at the time they were or are filed contain any untrue statement of a material fact or omit to state a material fact required to be stated in such Public Company SEC Reports Documents or necessary in order to make the statements in such Public Company SEC ReportsDocuments, in the light of the circumstances under which they were made, not misleading. No Subsidiary of the Public Company is subject to the reporting requirements of Section 13(a) 13 or Section 15(d) of the Exchange Act. Since March 7, 2000As used in this Section 4.5, the Company has filed with term “file” shall be broadly construed to include any manner in which a document or information is furnished, supplied or otherwise made available to the SEC all registration statements, forms, reports and other documents required to be filed under the Securities Act, the Exchange Act, the Xxxxxxxx-Xxxxx Act and the rules and regulations of the SEC thereunder (including those that are required to be filed after the date hereof until the Closing)SEC.

SEC Filings; Financial Statements; Information Provided. (a) The Company has provided filed all registration statements, forms, reports and other documents required to be filed by the Buyer true and complete copies of all Company SEC Reports filed with the SEC prior to the date hereofsince January 1, 2004. All such registration statements, forms, reports and other documents (including those that the Company may file after the date hereof until the ClosingClosing and including all documents incorporated by reference in such registration statements, forms, reports and other documents) filed with the SEC are referred to herein as the “Company SEC Reports.” Except as set forth in Section 3.4(a) of the Company Disclosure Schedule, the The Company SEC Reports (i) were or will be filed on a timely basis, (ii) at the time filed, were complied, or will be prepared in compliance comply when filed, as to form in all material respects with the applicable requirements of the Securities Act of 1933, as amended (the “Securities Act”), and the Exchange Act, as the case may be, and, if applicable, the Xxxxxxxx-Xxxxx Act of 2002 (the “Xxxxxxxx-Xxxxx Act”), and the rules and regulations of the SEC thereunder applicable to such Company SEC Reports, and (iii) did not or will not at the time they were or are filed contain any untrue statement of a material fact or omit to state a material fact required to be stated in such Company SEC Reports or necessary in order to make the statements in such Company SEC Reports, in the light of the circumstances under which they were made, not misleading. No Subsidiary The Company has made available to Buyer true, correct and complete copies of all substantive written correspondence between the SEC, on the one hand, and the Company and its Subsidiaries on the other hand since January 1, 2004. As of the date of this Agreement, there are no outstanding or unresolved comments in comment letters received from the SEC staff. To the Company’s Knowledge, as of the date of this Agreement, none of the Company SEC Reports is the subject to the reporting requirements of Section 13(a) ongoing SEC review or Section 15(d) outstanding SEC comment. None of the Exchange Act. Since March 7Company’s Subsidiaries is required to file any form, 2000report, the Company has filed registration, statement or other document with the SEC all registration statements, forms, reports and other documents required to be filed under the Securities Act, the Exchange Act, the Xxxxxxxx-Xxxxx Act and the rules and regulations of the SEC thereunder (including those that are required to be filed after the date hereof until the Closing)SEC.

SEC Filings; Financial Statements; Information Provided. (a) The Company has provided filed all registration statements, forms, reports and other documents required to be filed by the Buyer true and complete copies of all Company SEC Reports filed with the SEC prior to since June 30, 2002, all of which are publicly available on the date hereofSEC’s XXXXX system. All such registration statements, forms, reports and other documents (including those that the Company may file after the date hereof until the Closing) filed with the SEC are referred to herein as the “Company SEC Reports.” Except as set forth in Section 3.4(a) of the Company Disclosure Schedule, the The Company SEC Reports (i) were or will be filed on a timely basis, (ii) at the time filed, except as set forth in Section 3.4(b) of the Company Disclosure Schedule, were or will be prepared in compliance in all material respects with the applicable requirements of the Securities Act of 1933, as amended (the “Securities Act”), and the Exchange Act, as the case may be, and, if applicable, the Xxxxxxxx-Xxxxx Act of 2002 (the “Xxxxxxxx-Xxxxx Act”), and the rules and regulations of the SEC thereunder applicable to such Company SEC ReportsReports including the provision of all statements and certifications 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), and (iii) did not or will not at the time they were or are filed contain any untrue statement of a material fact or omit to state a material fact required to be stated in such Company SEC Reports or necessary in order to make the statements in such Company SEC Reports, in the light of the circumstances under which they were made, not misleading. No Subsidiary of the Company is subject to the reporting requirements of Section 13(a) or Section 15(d) of the Exchange Act. Since March 7, 2000, There are no off-balance sheet structures or transactions with respect to the Company has filed with the SEC all registration statements, forms, reports and other documents or any of its Subsidiaries that would be required to be filed under reported or set forth in the Securities ActCompany SEC Reports. As used in this Section 3.4, the Exchange Actterm “file” and variations thereof shall be broadly construed to include any manner in which a document or information is furnished, supplied or otherwise made available to the Xxxxxxxx-Xxxxx Act and the rules and regulations of the SEC thereunder (including those that are required to be filed after the date hereof until the Closing)SEC.

SEC Filings; Financial Statements; Information Provided. (a) The Company has provided filed all registration statements, forms, reports and other documents required to be filed by the Buyer true and complete copies of all Company SEC Reports filed with the SEC prior to the date hereofsince January 1, 2002. All such registration statements, forms, reports and other documents (including those that the Company may file after the date hereof until files up to the Closing) filed ), together with all certifications required pursuant to the SEC Sxxxxxxx-Xxxxx Act of 2002 and the related rules and regulations promulgated under or pursuant to such act (the “Sxxxxxxx-Xxxxx Act”), are referred to herein as the “Company SEC Reports.” Except as set forth to the extent that information contained in Section 3.4(a) any Company SEC Report filed and publicly available prior to the date of this Agreement has been specifically revised or superseded by a later filed Company SEC Report filed prior to the Company Disclosure Scheduledate of this Agreement, the Company SEC Reports (i) were or will be filed on a timely basisbasis (other than the Company’s Annual Reports on Form 10-K for the fiscal years ending December 31, 2005 and December 31, 2006, and the Company’s Quarterly Reports on Form 10-Q for the fiscal quarters ending September 30, 2005 and March 31, June 30 and September 30, 2006), (ii) at the time filed, were complied, or will be prepared in compliance comply when filed, as to form in all material respects with the applicable requirements of the Securities Act of 1933, as amended (the “Securities Act”), and the Exchange Act, as the case may be, and, if applicable, the XxxxxxxxSxxxxxxx-Xxxxx Act of 2002 (the “Xxxxxxxx-Xxxxx Act”), and the rules and regulations of the SEC thereunder applicable to such Company SEC Reports, and (iii) did not or will not at the time they were or are filed contain any untrue statement of a material fact or omit to state a material fact required to be stated in such Company SEC Reports or necessary in order to make the statements in such Company SEC Reports, in the light of the circumstances under which they were made, not misleading. No Subsidiary of the Company is subject to the reporting requirements of Section 13(a) or Section 15(d) of the Exchange Act. Since March 7The Company has made available to Parent true, 2000correct and complete copies of all correspondence between the SEC, on the one hand, and the Company has filed with and any of its Subsidiaries, on the other, since January 1, 2002, including (i) all SEC comment letters and responses to such comment letters by or on behalf of the Company, and (ii) any letters, complaints, or other documents from the SEC or any staff or office of the SEC informing the Company of any inquiry, claim or proceeding (formal, informal or otherwise) or request for documents or information, and all registration statementswritten responses thereto by or on behalf of the Company. To the knowledge of the Company, forms, none of the Company SEC Reports is the subject of ongoing SEC review or outstanding SEC comment. There are no off-balance sheet arrangements as defined in Item 2.03(d) of SEC Form 8-K with respect to the Company or any of its Subsidiaries that would be required to be reported or set forth in the Company SEC Reports or any such reports and other documents required to be filed under in the Securities Act, the Exchange Act, the Xxxxxxxx-Xxxxx Act and the rules and regulations of the SEC thereunder (including those that are required to be filed after the date hereof until the Closing)future.

SEC Filings; Financial Statements; Information Provided. (a) The Company has provided filed all registration statements, certifications, forms, reports and other documents required to be filed by the Buyer true and complete copies of all Company SEC Reports filed with the SEC prior to Securities and Exchange Commission (the date hereof“SEC”) since January 1, 2007. All such registration statements, certifications, forms, reports and other documents (including those that the Company may file after the date hereof until the Closing) filed with the SEC are referred to herein as the “Company SEC Reports.” Except as set forth in Section 3.4(a) of the Company Disclosure Schedule, the The Company SEC Reports (i) were or will be filed on a timely basis, (ii) at the time filed, were complied, or will be prepared in compliance comply when filed, as to form in all material respects with the applicable requirements of the Securities Act of 1933, as amended (the “Securities Act”), the Exchange ActAct and the Xxxxxxxx-Xxxxx Act of 2002, as the case may be, and, if applicable, the Xxxxxxxx-Xxxxx Act of 2002 (the “Xxxxxxxx-Xxxxx Act”), and the rules and regulations of the SEC thereunder applicable to such Company SEC Reports, and (iii) did not or will not at the time they were or are filed contain any untrue statement of a material fact or omit to state a material fact required to be stated or incorporated in such Company SEC Reports or necessary in order to make the statements in such Company SEC Reports, in the light of the circumstances under which they were made, not misleading. As of the date of this Agreement, there are no outstanding or unresolved comments in comment letters received from the SEC. As of the date of this Agreement, the Company has not received written notice that any of the Company SEC Reports is the subject of ongoing SEC review that is still pending. No Subsidiary of the Company is subject to the reporting requirements of Section 13(a) or Section 15(d) of the Exchange Act. Since March 7, 2000, No executive officer of the Company has filed with failed to make the SEC all registration statements, forms, reports and other documents certifications required to be filed of him or her under the Securities Act, the Exchange Act, section 302 or 906 of the Xxxxxxxx-Xxxxx Act and Act. Neither the rules and regulations Company nor any of its executive officers has received written notice from any Governmental Entity challenging or questioning the SEC thereunder (including those that are required to be filed after the date hereof until the Closing)accuracy of such certifications.

SEC Filings; Financial Statements; Information Provided. (a) The Company has provided filed all registration statements, forms, reports and other documents required to be filed by the Company with the SEC since July 1, 2001, and has made available to the Buyer true and complete copies of all registration statements, forms, reports and other documents filed by the Company SEC Reports filed with the SEC prior to since such date, all of which are publicly available on the date hereofSEC’s XXXXX system. All such registration statements, forms, reports and other documents (including those that the Company may file files after the date hereof until the ClosingEffective Time) filed with the SEC are referred to herein as the “Company SEC Reports.” Except as set forth in Section 3.4(a) of the Company Disclosure Schedule, the The Company SEC Reports (i) were or were, and with respect to Company SEC Reports filed after the date of this Agreement and prior to the Effective Time will be be, filed on a timely basis, (ii) at the time filed, were or were, and with respect to Company SEC Reports filed after the date of this Agreement and prior to the Effective Time will be be, prepared in compliance in all material respects with the applicable requirements of the Securities Act of 1933, as amended (the “Securities Act”), and the Exchange Act, as the case may be, and, if applicable, the Xxxxxxxx-Xxxxx Act of 2002 (the “Xxxxxxxx-Xxxxx Act”), and the rules and regulations of the SEC thereunder applicable to such Company SEC Reports, and (iii) did not or at the time they were filed, and with respect to Company SEC Reports filed after the date of this Agreement and prior to the Effective Time will not at the time they were or are filed filed, contain any untrue statement of a material fact or omit to state a material fact required to be stated in such Company SEC Reports or necessary in order to make the statements in such Company SEC Reports, in the light of the circumstances under which they were made, not misleading. No Subsidiary of the Company is subject to the reporting requirements of Section 13(a) or Section 15(d) of the Exchange Act. Since March 7, 2000, There are no off-balance sheet structures or transactions with respect to the Company has filed with the SEC all registration statements, forms, reports and other documents or any of its Subsidiaries that would be required to be filed under reported or set forth in the Securities Act, the Exchange Act, the Xxxxxxxx-Xxxxx Act and the rules and regulations of the Company SEC thereunder (including those that are required to be filed after the date hereof until the Closing)Reports.