Common use of SEC Filings; Financial Statements; Internal Controls Clause in Contracts

SEC Filings; Financial Statements; Internal Controls. (a) The Parent SEC Reports constitute all forms, reports, schedules, registration statements, definitive proxy statements and other documents (including all exhibits) required to be filed by Parent with the SEC during the period since January 1, 2012. The Parent SEC Reports filed on or prior to the date of this Agreement (i) complied in all material respects with the requirements of the Securities Act, the Exchange Act and the Xxxxxxxx-Xxxxx Act, as the case may be, applicable to such Parent SEC Reports and (ii) as of their respective filing dates did not contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary in order to make the statements made therein, in light of the circumstances under which they were made, not misleading. There are no outstanding or unresolved comments received from the SEC staff with respect to the Parent SEC Reports filed on or prior to the date of this Agreement. To the Knowledge of Parent, none of the Parent SEC Reports filed on or prior to the date of this Agreement is the subject of ongoing SEC review or investigation. None of Parent’s Subsidiaries is required to file any forms, reports or other documents with the SEC pursuant to Section 13 or 15 of the Exchange Act.

SEC Filings; Financial Statements; Internal Controls. (a) The Parent SEC Reports constitute Company has filed or furnished, as applicable, on a timely basis, all forms, reportsstatements, schedules, registration statements, definitive proxy statements reports and other documents (including all exhibitsitems incorporated by reference) required to be so filed or furnished by Parent the Company with the SEC during the period since January 1, 20122017. The Parent All such required forms, statements, schedules, reports and documents (including those that the Company may file following the Agreement Date) are referred to herein as the “Company SEC Reports.” As of their respective dates, the Company SEC Reports filed on or prior to the date of this Agreement (i) complied as applicable, complied, or will comply in all material respects when filed, with the requirements of the Securities Act, Act or the Exchange Act and the Xxxxxxxx-Xxxxx Act, as rules and regulations of the case may be, SEC thereunder applicable to such Parent Company SEC Reports Reports, and (ii) as of their respective filing dates did not at the time they were filed (or if amended or superseded by a filing prior to the Agreement Date, then on the date of such filing) contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary in order to make the statements made therein, in the light of the circumstances under which they were made, not misleading. There are no outstanding or unresolved comments received from the SEC staff with respect , except to the Parent SEC Reports filed on or extent corrected (prior to the date Agreement Date in the case of this Agreement. To the Knowledge of Parent, none of the Parent Company SEC Reports originally filed on or prior to the date of this Agreement is the subject of ongoing Date), revised, amended, modified or superseded by a subsequently filed Company SEC review or investigationReport. None of Parent’s the Subsidiaries is required to file any forms, reports or other documents with the SEC pursuant to Section 13 or 15 of the Exchange ActSEC.

SEC Filings; Financial Statements; Internal Controls. (a) The Parent Company SEC Reports constitute all forms, reports, schedules, registration statements, definitive proxy statements and other documents (including all exhibits) required to be filed by Parent the Company with the SEC during the period since January February 1, 20122015. The Parent As of their respective dates (or, if amended, as of the date of such amendment), the Company SEC Reports filed on or prior to the date of this Agreement (i) complied in all material respects with the requirements of the Securities Act, the Exchange Act and the Xxxxxxxx-Xxxxx Act, as the case may be, applicable to such Parent Company SEC Reports and (ii) as of their respective filing dates did not contain no such Company SEC Report contained any untrue statement of a material fact or omit omitted to state a material fact required to be stated therein or necessary in order to make the statements made therein, in light of the circumstances under which they were made, not misleading. There are no outstanding or unresolved comments received from the SEC staff with respect to the Parent any Company SEC Reports filed on or prior to the date of this Agreement. To the Knowledge of Parentthe Company, none of the Parent Company SEC Reports filed on or prior to the date of this Agreement is the subject of ongoing SEC review or investigation. None of Parentthe Company’s Subsidiaries is required to file any forms, reports or other documents with the SEC pursuant to Section 13 or 15 of the Exchange Act.

SEC Filings; Financial Statements; Internal Controls. (a) The Parent Company SEC Reports constitute all forms, reports, schedules, registration statements, definitive proxy statements and other documents (including all exhibits) required to be filed by Parent the Company with the SEC during the period since January 1, 2012. The Parent Company SEC Reports filed on or prior to the date of this Agreement (i) complied in all material respects with the requirements of the Securities Act, the Exchange Act and the Xxxxxxxx-Xxxxx Act, as the case may be, applicable to such Parent Company SEC Reports and (ii) as of their respective filing dates did not contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary in order to make the statements made therein, in light of the circumstances under which they were made, not misleading. There are no outstanding or unresolved comments received from the SEC staff with respect to the Parent Company SEC Reports filed on or prior to the date of this Agreement. To the Knowledge of Parentthe Company, none of the Parent Company SEC Reports filed on or prior to the date of this Agreement is the subject of ongoing SEC review or investigation. None of Parentthe Company’s Subsidiaries is required to file any forms, reports or other documents with the SEC pursuant to Section 13 or 15 of the Exchange Act.

SEC Filings; Financial Statements; Internal Controls. (a) The Parent SEC Reports constitute Company has filed or furnished, as applicable, on a timely basis, all forms, reportsstatements, schedules, registration statements, definitive proxy statements reports and other documents (including all exhibitsitems incorporated by reference) required to be so filed or furnished by Parent the Company with the SEC during the period since January February 1, 20122021. The Parent All such required forms, statements, schedules, reports and documents (including those that the Company may file following the Agreement Date) are referred to herein as the “Company SEC Reports.” As of their respective dates, the Company SEC Reports filed on or prior to the date of this Agreement (i) complied as applicable, complied, or will comply in all material respects when filed, with the requirements of the Securities Act, Act or the Exchange Act and the Xxxxxxxx-Xxxxx Act, as rules and regulations of the case may be, SEC thereunder applicable to such Parent Company SEC Reports and (ii) as of their respective filing dates did not at the time they were filed (or if amended or superseded by a filing prior to the Agreement Date, then on the date of such filing) contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary in order to make the statements made therein, in the light of the circumstances under which they were made, not misleading. There are no outstanding or unresolved comments received from the SEC staff with respect , except to the Parent SEC Reports filed on or extent corrected (prior to the date Agreement Date in the case of this Agreement. To the Knowledge of Parent, none of the Parent Company SEC Reports originally filed on or prior to the date of this Agreement is the subject of ongoing Date), revised, amended, modified or superseded by a subsequently filed Company SEC review or investigationReport. None of Parentthe Company’s Subsidiaries is required to file any forms, reports or other documents with the SEC pursuant to Section 13 or 15 of the Exchange ActSEC.

SEC Filings; Financial Statements; Internal Controls. (a) The Parent SEC Reports constitute Company has filed or furnished, as applicable, on a timely basis, all forms, reportsstatements, schedules, registration statements, definitive proxy statements reports and other documents (including all exhibitsitems incorporated by reference) required to be so filed or furnished by Parent the Company with the SEC during the period since January 1, 20122010. The Parent All such required forms, statements, schedules, reports and documents (including those that the Company may file following the Agreement Date) are referred to herein as the “Company SEC Reports.” As of their respective dates, the Company SEC Reports filed on or prior to the date of this Agreement (i) complied as applicable, complied, or will comply in all material respects when filed, with the requirements of the Securities Act, Act or the Exchange Act and the Xxxxxxxx-Xxxxx Act, as rules and regulations of the case may be, SEC thereunder applicable to such Parent Company SEC Reports Reports, and (ii) as of their respective filing dates did not at the time they were filed (or if amended or superseded by a filing prior to the Agreement Date, then on the date of such filing) contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary in order to make the statements made therein, in the light of the circumstances under which they were made, not misleading. There are no outstanding or unresolved comments received from the SEC staff with respect , except to the Parent SEC Reports filed on or extent corrected (prior to the date Agreement Date in the case of this Agreement. To the Knowledge of Parent, none of the Parent Company SEC Reports originally filed on or prior to the date of this Agreement is the subject of ongoing Date) by a subsequently filed Company SEC review or investigationReport. None of Parent’s the Subsidiaries is required to file any forms, reports or other documents with the SEC pursuant to Section 13 or 15 of the Exchange ActSEC.

SEC Filings; Financial Statements; Internal Controls. (a) The Parent Company has timely filed with or furnished to, as applicable, the Company SEC Reports constitute (including all forms, reports, schedules, registration statements, definitive proxy statements and other documents (including all exhibits) required to be filed or furnished by Parent it with the SEC during the period since January 1July 29, 2012. The Parent SEC Reports filed on or prior to 2016 through the date of this Agreement Agreement. As of their respective dates (or, if amended or superseded by a subsequent filing, as of the date of such amendment or subsequent filing), the Company SEC Reports (i) complied as to form in all material respects with the requirements of the Securities Act, the Exchange Act Act, and the XxxxxxxxSxxxxxxx-Xxxxx Act, as the case may be, applicable to such Parent Company SEC Reports Reports, and (ii) as of their respective filing dates did not contain no such Company SEC Report contained any untrue statement of a material fact or omit omitted to state a material fact required to be stated therein or necessary in order to make the statements made therein, in light of the circumstances under which they were made, not misleading. There As of the date of this Agreement, there are no outstanding or unresolved comments received from the SEC staff with respect to any Company SEC Reports. To the Parent SEC Reports filed on or prior to Knowledge of the Company, as of the date of this Agreement. To the Knowledge of Parent, none of the Parent Company SEC Reports filed on or prior to the date of this Agreement is the subject of ongoing SEC review or investigation. None of Parentthe Company’s Subsidiaries is required to file any forms, reports reports, or other documents with the SEC pursuant to Section 13 or 15 of the Exchange Act.

SEC Filings; Financial Statements; Internal Controls. (a) The Parent SEC Reports constitute Company has filed or furnished, as applicable, on a timely basis, all forms, reportsstatements, schedules, registration statements, definitive proxy statements reports and other documents (including all exhibitsitems incorporated by reference) required to be so filed or furnished by Parent the Company with the SEC during the period since January 1, 2012. The Parent All such required forms, statements, schedules, reports and documents (including those that the Company may file following the Agreement Date) are referred to herein as the “Company SEC Reports.” As of their respective dates, the Company SEC Reports filed on or prior to the date of this Agreement (i) complied as applicable, complied, or will comply when filed, in all material respects with the requirements of the Securities Act, Act or the Exchange Act and the Xxxxxxxx-Xxxxx Act, as rules and regulations of the case may be, SEC thereunder applicable to such Parent Company SEC Reports and (ii) as of their respective filing dates did not at the time they were filed (or if amended or superseded by a filing prior to the Agreement Date, then on the date of such filing) contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary in order to make the statements made therein, in the light of the circumstances under which they were made, not misleading. There are no outstanding or unresolved comments received from the SEC staff with respect , except to the Parent SEC Reports filed on or extent corrected prior to the date of this Agreement. To the Knowledge of Parent, none of the Parent Agreement Date by a subsequently filed Company SEC Reports filed on or prior to the date of this Agreement is the subject of ongoing SEC review or investigationReport. None of Parent’s the Subsidiaries is required to file any forms, reports or other documents with the SEC pursuant to Section 13 or 15 of the Exchange ActSEC.

SEC Filings; Financial Statements; Internal Controls. (a) The Parent SEC Reports constitute Company has filed or furnished, as applicable, on a timely basis, all forms, reportsstatements, schedules, registration statements, definitive proxy statements reports and other documents (including all exhibitsitems incorporated by reference) required to be so filed or furnished by Parent the Company with the SEC during the period since January 1, 20122016. The Parent All such required forms, statements, schedules, reports and documents (including those that the Company may file following the Agreement Date) are referred to herein as the “Company SEC Reports.” As of their respective dates, the Company SEC Reports filed on or prior to the date of this Agreement (i) complied as applicable, complied, or will comply in all material respects when filed, with the requirements of the Securities Act, Act or the Exchange Act and the Xxxxxxxx-Xxxxx Act, as rules and regulations of the case may be, SEC thereunder applicable to such Parent Company SEC Reports and (ii) as of their respective filing dates did not at the time they were filed (or if amended or superseded by a filing prior to the Agreement Date, then on the date of such filing) contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary in order to make the statements made therein, in the light of the circumstances under which they were made, not misleading. There are no outstanding or unresolved comments received from the SEC staff with respect , except to the Parent SEC Reports filed on or extent corrected (prior to the date Agreement Date in the case of this Agreement. To the Knowledge of Parent, none of the Parent Company SEC Reports originally filed on or prior to the date of this Agreement is the subject of ongoing Date), revised, amended, modified or superseded by a subsequently filed Company SEC review or investigationReport. None of Parent’s the Subsidiaries is required to file any forms, reports or other documents with the SEC pursuant to Section 13 or 15 of the Exchange ActSEC.

SEC Filings; Financial Statements; Internal Controls. (a) The Parent Company SEC Reports constitute all forms, reports, schedules, registration statements, definitive proxy statements and other documents (including all exhibits) required to be filed by Parent the Company with the SEC during the period since January 1, 20122009. The Parent Company SEC Reports filed on or prior to the date of this Agreement hereof (i) complied in all material respects with the requirements of the Securities Act, the Exchange Act and the Xxxxxxxx-Xxxxx Act, as the case may be, and the respective rules and regulations of the SEC promulgated thereunder applicable to such Parent Company SEC Reports and (ii) as of their respective filing dates did not contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary in order to make the statements made therein, in light of the circumstances under which they were made, not misleading. There are no outstanding or unresolved comments received from the SEC staff with respect to the Parent Company SEC Reports filed on or prior to the date of this Agreementhereof. To the Knowledge of Parentthe Company, none of the Parent Company SEC Reports filed on or prior to the date of this Agreement hereof is the subject of ongoing SEC review or investigation. None of Parentthe Company’s Subsidiaries is required to file any forms, reports or other documents with the SEC pursuant to Section 13 or 15 of the Exchange Act.

SEC Filings; Financial Statements; Internal Controls. (a) The Parent SEC Reports constitute Company has filed all forms, reports, schedules, registration statements, definitive proxy statements and other documents (including all exhibits) required to be filed by Parent it with the SEC United States Securities and Exchange Commission (the “SEC”) during the period since January 1August 30, 20122008 (such documents as amended since the time of their filing, the “Company SEC Reports”). The Parent Company SEC Reports filed on or prior to the date of this Agreement hereof (i) complied in all material respects with the requirements of the Securities Act, the Exchange Act and the Xxxxxxxx-Xxxxx Act, as the case may be, and the respective rules and regulations of the SEC promulgated thereunder applicable to such Parent Company SEC Reports and (ii) as of their respective filing dates did not contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary in order to make the statements made therein, in light of the circumstances under which they were made, not misleading. There are no outstanding or unresolved comments received from the SEC staff with respect to the Parent Company SEC Reports filed on or prior to the date of this Agreementhereof. To the Knowledge of Parentthe Company, none of the Parent Company SEC Reports filed on or prior to the date of this Agreement hereof is the subject of ongoing SEC review or investigation. None of Parentthe Company’s Subsidiaries is required to file any forms, reports or other documents with the SEC pursuant to Section 13 or 15 of the Exchange Act.