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

SEC Filings; Financial Statements; Internal Controls. (a) The Company has timely filed with or furnished to, as applicable, the Company SEC Reports (including all forms, statements, definitive proxy statements and other documents (including exhibits) required to be filed or furnished by it with the SEC since July 29, 2016 through the date of this 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 As of their respective dates (or, if amended or superseded by a subsequent filing, as of the date of such amendment or subsequent filing), the Company SEC Reports (i) complied as to form in all material respects with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, and the Sxxxxxxx-Xxxxx Act, as the case may be, applicable to such Company SEC Reports, and (ii) no such Company SEC Report contained any untrue statement of a material fact or omitted to state a material fact required to be stated therein or necessary in order to make the statements made therein, in 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 received from the SEC staff with respect to any Company SEC Reports. To the Knowledge of the Company, as of the date of this Agreement, none of the Company SEC Reports is the subject of ongoing SEC review or investigation. None of the 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. (b) Each of the consolidated balance sheets and the related consolidated statements of income, consolidated statements of shareholders’ equity, and consolidated statements of cash flows (including, in each case, any related notes and schedules thereto) contained in the Company SEC Reports, each as amended (collectively, the “Company Financial Statements”), (i) was prepared in accordance with GAAP applied on a consistent basis throughout the periods indicated (except as may be indicated therein or in the notes thereto and, in the case of unaudited interim financial statements, as permitted by Form 10-Q of the Exchange Act), and (ii) fairly presented, in all material respects, the consolidated financial position, results of operations, and cash flows of the Company and its consolidated Subsidiaries as of the respective dates thereof and for the respective periods indicated therein, except as otherwise noted therein (subject, in the case of unaudited statements, to normal year-end adjustments which are not material). (c) Each of the principal executive officer of the Company and the principal financial officer of the Company (or each former principal executive officer of the Company and each former principal financial officer of the Company, as applicable) has made all certifications required by Rule 13a-14 or 15d-14 under the Exchange Act and Sections 302 and 906 of the Sxxxxxxx-Xxxxx Act, in each case, with respect to the Company SEC Reports, and the statements contained in such certifications were true and complete on the date such certifications were made. For purposes of this Agreement, “principal executive officer” and “principal financial officer” shall have the meanings given to such terms in the Sxxxxxxx-Xxxxx Act. (d) From April 30, 2016 (i) neither the Company nor any of its Subsidiaries, nor, to the Knowledge of the Company, any director or executive officer of the Company or any of its Subsidiaries has received any written complaint, allegation, assertion, or claim, in writing that the Company or any of its Subsidiaries has engaged in improper, illegal, or fraudulent accounting or auditing practices, and (ii) to the Knowledge of the Company, no attorney representing the Company or any of its Subsidiaries, whether or not employed by the Company or any of its Subsidiaries, has reported evidence of a material violation of securities Laws, breach of fiduciary duty, or similar violation by the Company or any of its Subsidiaries or any of their respective officers, directors, employees, or agents to the Company Board or any committee thereof or to any director or officer of the Company. (e) The Company has established and maintains a system of “internal control over financial reporting” (as defined in Rules 13a-15(f) and 15d-15(f) promulgated by the SEC under the Exchange Act) in compliance in all material respects with the Exchange Act. The Company has completed an assessment of the effectiveness of the Company’s internal control over financial reporting for the fiscal year ended April 30, 2017, and such assessment concluded that as of April 30, 2017 such controls were effective to provide reasonable assurance regarding the reliability of the Company’s financial reporting and the preparation of the Company’s financial statements for external purposes in accordance with GAAP. To the Knowledge of the Company, since April 30, 2017, none of the Company or any of its Subsidiaries has identified or been made aware of: (i) any “significant deficiency” or “material weakness” (each as defined in Rule 12b-2 of the Exchange Act) in the system of internal control over financial reporting utilized by the Company and its Subsidiaries that has not been subsequently remediated, (ii) any fraud that involves the Company’s management who have a significant role in the preparation of financial statements or the internal control over financial reporting utilized by the Company and its Subsidiaries or (iii) as of the date of this Agreement, any written claim or allegation regarding any of the foregoing. (f) The Company maintains disclosure controls and procedures (as defined in Rules 13a-15(e) and 15d-15(e) of the Exchange Act) in compliance in all material respects with the Exchange Act. (g) The Company is in compliance in all material respects with all current listing and corporate governance requirements of the NYSE and is in compliance in all material respects with all rules, regulations, and requirements of the Sxxxxxxx-Xxxxx Act and the SEC.

SEC Filings; Financial Statements; Internal Controls. (a) The Company has timely Each report, schedule, form, registration statement, proxy statement and other document filed with or furnished toby the Company with the Securities and Exchange Commission (the "SEC") since January 1, as applicable2004 (together with all information incorporated by reference therein, the Company "COMPANY SEC Reports (including REPORTS"), which are all the reports, schedules, forms, statements, definitive proxy statements and other documents (including exhibits) required to be filed or furnished by it the Company with the SEC since July 29January 1, 2016 through 2004 (including any Company SEC Report filed after the date of this 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 was and will be prepared in all material respects in accordance with the requirements of the Securities ActAct of 1933, as amended (the "SECURITIES ACT"), the Exchange ActAct and the Sarbanes-Oxley Act of 2002, and the Sxxxxxxxrules and regulations xxxxxxxxxxx thereunder (the "SARBANES-Xxxxx ActOXLEY ACT"), in each case, applicable to such Compxxx XXX Xxxxxx as of its respective date, as the case may be, applicable to such Company SEC Reports, and (ii) no did not and will not at the time it was filed (and if amended or superseded by a filing prior to the date of this Agreement then on the date of such Company SEC Report contained filing) contain any untrue statement of a material fact or omitted omit to state a material fact required to be stated therein or necessary in order to make the statements made therein, therein (in light of the circumstances under which they were made, in the case of any such Company SEC Report filed under the Exchange Act) not misleading. 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 Knowledge of the Company, as of the date of this Agreement, none of the Company SEC Reports is the subject of ongoing SEC review or investigation. None of the Company’s Subsidiaries '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 ActSEC. (b) Each set of the consolidated balance sheets and the related consolidated financial statements of income, consolidated statements of shareholders’ equity, and consolidated statements of cash flows (including, in each case, any related notes and schedules thereto) contained in the Company SEC Reports, each as amended Reports (collectively, including any Company SEC Report filed after the “Company Financial Statements”), date of this Agreement): (i) complied and will comply as to form in all material respects with the published rules and regulations of the SEC with respect thereto in effect at the time of such filing; (ii) was and will be prepared in accordance with GAAP United States generally accepted accounting principles ("GAAP") applied on a consistent basis throughout the periods indicated involved (except as may be indicated therein or in the notes thereto andor, in the case of unaudited interim financial statements, may not contain footnotes as permitted by Form 10-Q of the Exchange Act), ) and (ii) fairly presentedeach presents fairly, in all material respects, the consolidated financial position, results of operations, and cash flows position of the Company and its consolidated Subsidiaries as of subsidiaries at the respective dates thereof and the consolidated results of its operations and cash flows for the respective periods indicated thereinindicated, except as otherwise noted therein (subject, in that the case of unaudited statements, interim financial statements were or are subject to normal year-end adjustments which are were not material)or will not be material in amount or significance. (c) Each The Company has previously furnished to Parent a complete and correct copy of any amendments or modifications, which have not yet been filed with the principal executive officer of SEC but which are required to be filed or furnished, to agreements, documents or other instruments which previously had been filed by the Company and with the principal financial officer of SEC pursuant to the Company (Securities Act or each former principal executive officer of the Company and each former principal financial officer of the Company, as applicable) has made all certifications required by Rule 13a-14 or 15d-14 under the Exchange Act and Sections 302 and 906 of the Sxxxxxxx-Xxxxx Act, in each case, with respect to the Company SEC Reports, and the statements contained in such certifications were true and complete on the date such certifications were made. For purposes of this Agreement, “principal executive officer” and “principal financial officer” shall have the meanings given to such terms in the Sxxxxxxx-Xxxxx Act. (d) From April 30Except as set forth on the Company Schedule, 2016 the Company's system of internal controls over financial reporting are reasonably sufficient in all material respects to provide reasonable assurance (i) neither that transactions are recorded as necessary to permit preparation of financial statements in conformity with GAAP, (ii) that receipts and expenditures are executed only in accordance with the Company nor any authorization of its Subsidiariesmanagement, norand (iii) regarding prevention or timely detection of the unauthorized acquisition, to the Knowledge use or disposition of the Company, any director or executive officer of the Company or any of its Subsidiaries has received any written complaint, allegation, assertion, or claim, in writing 's assets that the Company or any of its Subsidiaries has engaged in improper, illegal, or fraudulent accounting or auditing practices, and (ii) to the Knowledge of could materially affect the Company, no attorney representing the Company or any of its Subsidiaries, whether or not employed by the Company or any of its Subsidiaries, has reported evidence of a material violation of securities Laws, breach of fiduciary duty, or similar violation by the Company or any of its Subsidiaries or any of their respective officers, directors, employees, or agents to the Company Board or any committee thereof or to any director or officer of the Company's financial statements. (e) The Company has established and maintains a system of “internal control over financial reporting” (as defined in Rules 13a-15(f) and 15d-15(f) promulgated by the SEC under the Exchange Act) in compliance in all material respects with the Exchange Act. The Company has completed an assessment of the effectiveness of the Company’s internal control over financial reporting for the fiscal year ended April 30, 2017, and such assessment concluded that as of April 30, 2017 such controls were effective to provide reasonable assurance regarding the reliability of the Company’s financial reporting and the preparation of the Company’s financial statements for external purposes in accordance with GAAP. To the Knowledge of the Company, since April 30, 2017, none of the Company or any of its Subsidiaries has identified or been made aware of: (i) any “significant deficiency” or “material weakness” (each as defined in Rule 12b-2 of the Exchange Act) in the system of internal control over financial reporting utilized by the Company and its Subsidiaries that has not been subsequently remediated, (ii) any fraud that involves the Company’s management who have a significant role in the preparation of financial statements or the internal control over financial reporting utilized by the Company and its Subsidiaries or (iii) as of the date of this Agreement, any written claim or allegation regarding any of the foregoing. (f) The Company maintains 's "disclosure controls and procedures procedures" (as defined in Rules 13a-15(e) and 15d-15(e) of the Exchange Act) are effective to provide reasonable assurance that (i) all information (both financial and non-financial) required to be disclosed by the Company in compliance in all material respects with the reports that it files or submits under the Exchange ActAct is recorded, processed, summarized and reported within the time periods specified in the rules, regulations and forms of the SEC, and (ii) all such information is accumulated and communicated to the Company's management as appropriate to allow timely decisions regarding required disclosure and to make the certifications of the principal executive officer and principal financial officer of the Company required under the Exchange Act with respect to such reports. (gf) The Company is in compliance in all material respects with all current listing Company's management has disclosed to the Company's auditors and corporate governance requirements the audit committee of the NYSE Board (i) any significant deficiencies in the design or operation of its internal controls over financial reporting that are reasonably likely to adversely affect the Company's and is its subsidiaries' ability to record, process, summarize and report financial information and has identified for the Company's auditors and audit committee of the Board any material weaknesses in compliance internal control over financial reporting and (ii) any fraud, whether or not material, that involves management or other employees who have a significant role in all material respects with all rules, regulationsthe Company's internal control over financial reporting. The Company has made available to the Parent (i) a summary of any such disclosure made by management to the Company's auditors and audit committee, and requirements (ii) any material communication made by management or the Company's auditors to the audit committee required or contemplated by listing standards of Nasdaq, the audit committee's charter or professional standards of the Sxxxxxxx-Xxxxx Act and the SEC.Public

SEC Filings; Financial Statements; Internal Controls. (a) The Company has timely filed with or furnished toOther than the Quarterly Reports on Form 10-Q for the quarters ended March 31, as applicable2005, June 30, 2005 and September 30, 2005, the Company SEC Reports (including has filed all forms, statements, definitive proxy statements periodic and other documents (including exhibits) current reports required to be filed or furnished by it with the SEC since July 29(all such filed reports, 2016 through together with the date Quarterly Reports on Form 10-Q for the quarters ended March 31, 2005, June 30, 2005 and September 30, 2005, when filed, the “SEC Reports”). None of this Agreementthe Company’s Subsidiaries is required to file reports with the SEC pursuant to the Exchange Act. As Each of their respective dates (or, if amended or superseded by a subsequent filingthe SEC Reports, as of the date of such amendment amended, complied or subsequent filing), the Company SEC Reports (i) complied will comply as to form in all material respects with the applicable requirements of the Securities Act, the Exchange Act, Act and the Sxxxxxxx-Xxxxx Actrules and regulations promulgated thereunder as in effect on the date so filed. None of the SEC Reports contained or will contain when filed or, if amended prior to the date hereof, as of the case may bedate of such amendment, applicable to such Company SEC Reports, and (ii) no such Company SEC Report contained any untrue statement of a material fact or omitted to state a material fact required to be stated therein or necessary in order to make the statements made therein, in 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 staff with respect to any Company the SEC Reports. To the Knowledge of the Company, as of the date of this Agreement, none of the Company SEC Reports is the subject of ongoing SEC review or investigation. None of the 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 Actreview. (b) Each The audited consolidated financial statements of the consolidated balance sheets and the related consolidated statements of income, consolidated statements of shareholders’ equity, and consolidated statements of cash flows Company (including, in each case, including any related notes thereto), and schedules the unaudited consolidated financial statements of the Company (including any related notes thereto) contained for all interim periods, included in the Company SEC Reports, each and the unaudited consolidated financial statements of the Company (including any notes related thereto) for the periods ended March 31, 2005, June 30, 2005 and September 30, 2005, in the forms to be included in the Quarterly Reports on Form 10-Q for the quarter ended March 31, 2005, June 30, 2005 or September 30, 2005, as amended applicable (collectively, the “Company Financial Statements”), (i) was have been, or will have been, prepared in accordance with GAAP generally accepted accounting principles as applied in the United States of America (“GAAP”) in all material respects applied on a consistent basis throughout during the periods indicated involved (except as may be indicated otherwise noted therein or in the notes thereto and, in the case of the unaudited interim consolidated financial statements, as permitted by Form 10subject to normal year-Q of the Exchange Act), end adjustments) and (ii) fairly presented, present in all material respects, respects the consolidated financial position, results of operations, and cash flows position of the Company and its consolidated Subsidiaries as of the respective dates thereof and the consolidated results of operations and cash flows for the respective periods indicated presented therein, except as otherwise noted therein (subject, in the case of unaudited statements, to normal year-end adjustments which are not material). (c) Each of the principal executive officer of the Company and the principal financial officer of the Company (or each former principal executive officer of the Company and each former principal financial officer of the Company, as applicable) has made all certifications required by Rule 13a-14 or 15d-14 under the Exchange Act and Sections 302 and 906 of the Sxxxxxxx-Xxxxx Act, in each case, with respect to the Company SEC Reports, and the statements contained in such certifications were true and complete on the date such certifications were made. For purposes of this Agreement, “principal executive officer” and “principal financial officer” shall have the meanings given to such terms in the Sxxxxxxx-Xxxxx Act. (d) From April 30, 2016 (i) neither the Company nor any of its Subsidiaries, nor, to the Knowledge of the Company, any director or executive officer of the Company or any of its Subsidiaries has received any written complaint, allegation, assertion, or claim, in writing that the Company or any of its Subsidiaries has engaged in improper, illegal, or fraudulent accounting or auditing practices, and (ii) to the Knowledge of the Company, no attorney representing the Company or any of its Subsidiaries, whether or not employed by the Company or any of its Subsidiaries, has reported evidence of a material violation of securities Laws, breach of fiduciary duty, or similar violation by the Company or any of its Subsidiaries or any of their respective officers, directors, employees, or agents to the Company Board or any committee thereof or to any director or officer of the Company. (e) The Company has established and maintains a system of “internal control over financial reporting” (as defined in Rules 13a-15(f) and 15d-15(f) promulgated by the SEC under the Exchange Act) in compliance in all material respects with the Exchange Act. The Company has completed an assessment of the effectiveness of the Company’s internal control over financial reporting for the fiscal year ended April 30, 2017, and such assessment concluded that as of April 30, 2017 such controls were effective to provide reasonable assurance regarding the reliability of the Company’s financial reporting and the preparation of the Company’s financial statements for external purposes in accordance with GAAP. To the Knowledge of the Company, since April 30, 2017, none of the Company or any of its Subsidiaries has identified or been made aware of: (i) any “significant deficiency” or “material weakness” (each as defined in Rule 12b-2 of the Exchange Act) in the system of internal control over financial reporting utilized by the Company and its Subsidiaries that has not been subsequently remediated, (ii) any fraud that involves the Company’s management who have a significant role in the preparation of financial statements or the internal control over financial reporting utilized by the Company and its Subsidiaries or (iii) as of the date of this Agreement, any written claim or allegation regarding any of the foregoing. (f) The Company maintains disclosure controls and procedures (as defined in Rules 13a-15(e) and 15d-15(e) of the Exchange Act) in compliance in all material respects with the Exchange Act. (g) The Company is in compliance in all material respects with all current listing and corporate governance requirements Section 13(b)(2) of the NYSE and is in compliance in all material respects with all rules, regulations, and requirements of the Sxxxxxxx-Xxxxx Act and the SECExchange Act.

SEC Filings; Financial Statements; Internal Controls. (a) The Company has timely filed with or furnished to, as applicable, the Company SEC Reports (including all forms, statementsreports, definitive proxy statements and other documents (including exhibits) required to be filed or furnished by it with the SEC since July 29August 16, 2016 through 2006 (collectively, the “SEC Reports”). Each of the SEC Reports, as amended prior to the date of this 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 applicable requirements of the Securities Act, Act and the Exchange Act, and each as in effect on the Sxxxxxxx-Xxxxx Actdate so filed. None of the SEC Reports contained, when filed as finally amended prior to the case may bedate of this Agreement, applicable to such Company SEC Reports, and (ii) no such Company SEC Report contained any untrue statement of a material fact or omitted to state a material fact required to be stated or incorporated by reference therein or necessary in order to make the statements made therein, in the light of the circumstances under which they were made, not misleading. As of the date of this Agreement, there are no outstanding or unresolved comments received from the SEC staff with respect to any Company SEC Reports. To the Knowledge of the Company, as of the date of this Agreement, none of the Company SEC Reports is the subject of ongoing SEC review or investigation. None of the 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. (b) Each of the The audited consolidated balance sheets and the related consolidated financial statements of income, consolidated statements of shareholders’ equity, and consolidated statements of cash flows (including, in each case, including any related notes and schedules thereto) contained in the Company Company’s Annual Report on Form 10-K for each of the fiscal years ended December 31, 2006 and December 31, 2007 filed with the SEC Reports, each as amended (collectively, the “Company Financial Statements”), (i) was were prepared in accordance with United States generally accepted accounting principles (“GAAP”) applied on a consistent basis throughout the period indicated (except as may be indicated in the notes thereto) and (ii) each presented fairly, in all material respects, the consolidated financial position of the Company as of the date thereof and the combined/consolidated results of operations, changes in members’ and stockholders’ equity and cash flows of the Company for the fiscal year ended December 31, 2006 or December 31, 2007, as applicable, except as otherwise noted therein. The unaudited consolidated financial statements of the Company (including any notes thereto) for all interim periods included in the Company’s Quarterly Reports on Form 10-Q filed with the SEC since January 1, 2007 (i) were prepared in accordance with GAAP applied on a consistent basis throughout the periods indicated (except as may be indicated therein or in the notes thereto and, in the case of unaudited interim financial statements, as permitted by Form 10-Q of the Exchange Act), thereto) and (ii) fairly presentedeach presented fairly, in all material respects, the consolidated financial position, position of the Company and the combined/consolidated results of operations, changes in members’ and stockholders’ equity and cash flows of the Company and its consolidated Subsidiaries as of the respective dates thereof and for the respective periods indicated thereinindicated, except as otherwise noted therein applicable (subject, in the case of unaudited statements, subject to normal and recurring year-end adjustments which were not and are not materialexpected to have a Material Adverse Effect). Except as would not reasonably be expected to have a Material Adverse Effect, the books and records of the Company and each Company Subsidiary have been, and are being, maintained in accordance with applicable legal and accounting requirements. (c) Each of the principal executive officer of the Company and the principal financial officer of the Company (or each former principal executive officer of the Company and each former principal financial officer of the Company, as applicable) has made all certifications required by Rule 13a-14 or 15d-14 under the Exchange Act and Sections 302 and 906 of the Sxxxxxxx-Xxxxx Act, in each case, with respect to the Company SEC Reports, and the statements contained in such certifications were true and complete on the date such certifications were made. For purposes of this Agreement, “principal executive officer” and “principal financial officer” shall have the meanings given to such terms in the Sxxxxxxx-Xxxxx Act. (d) From April 30, 2016 (i) neither the Company nor any of its Subsidiaries, nor, to the Knowledge of the Company, any director or executive officer of the Company or any of its Subsidiaries has received any written complaint, allegation, assertion, or claim, in writing that the Company or any of its Subsidiaries has engaged in improper, illegal, or fraudulent accounting or auditing practices, and (ii) to the Knowledge of the Company, no attorney representing the Company or any of its Subsidiaries, whether or not employed by the Company or any of its Subsidiaries, has reported evidence of a material violation of securities Laws, breach of fiduciary duty, or similar violation by the Company or any of its Subsidiaries or any of their respective officers, directors, employees, or agents to the Company Board or any committee thereof or to any director or officer of the Company. (e) The Company has established and maintains a system of “internal control over financial reporting” (as defined in Rules 13a-15(f) and 15d-15(f) promulgated by the SEC under the Exchange Act) in compliance in all material respects with the Exchange Act. The Company has completed an assessment of the effectiveness of the Company’s internal control over financial reporting for the fiscal year ended April 30, 2017, and such assessment concluded that as of April 30, 2017 such controls were effective to provide reasonable assurance regarding the reliability of the Company’s financial reporting and the preparation of the Company’s financial statements for external purposes in accordance with GAAP. To the Knowledge of the Company, since April 30, 2017, none of the Company or any of its Subsidiaries has identified or been made aware of: (i) any “significant deficiency” or “material weakness” (each as defined in Rule 12b-2 of the Exchange Act) in the system of internal control over financial reporting utilized by the Company and its Subsidiaries that has not been subsequently remediated, (ii) any fraud that involves the Company’s management who have a significant role in the preparation of financial statements or the internal control over financial reporting utilized by the Company and its Subsidiaries or (iii) as of the date of this Agreement, any written claim or allegation regarding any of the foregoing. (f) The Company maintains designed disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) to ensure that material information relating to the Company, including the consolidated Company Subsidiaries, is made known to Co-Chief Executive Officers and the Chief Financial Officer of the Exchange Act) in compliance in all material respects with Company by others within those entities. The Company has disclosed, based on its most recent evaluation of internal control over financial reporting, to the Exchange Act.Company’s auditors and the audit committee of the Board of Directors of the Company (or persons performing the equivalent functions) (gi) The all significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the Company’s ability to record, process, summarize and report financial information and (ii) any fraud, whether or not material, that involves management or other employees who have a significant role in the Company is in compliance in all material respects with all current listing and corporate governance requirements of the NYSE and is in compliance in all material respects with all rules, regulations, and requirements of the Sxxxxxxx-Xxxxx Act and the SECinternal control over financial reporting.

SEC Filings; Financial Statements; Internal Controls. (a) The Company has timely filed with or furnished to, as applicable, the Company SEC Reports (including all forms, reports, schedules, declarations, statements, definitive proxy statements applications and other documents (including exhibits) required to be filed or furnished by it with the SEC since July 29January 1, 2016 through 2012 and will timely file all forms, reports, schedules, declarations, statements, applications and other documents required to be filed by it with the SEC after the date hereof (together with any documents so filed during such period on a voluntary basis, in each case as may have been or may be amended from the date of this Agreement. As of their respective dates (or, if amended or superseded by a subsequent filing, as of collectively, the date of such amendment or subsequent filing“Reports”), the Company SEC Reports (i) each of which, when filed or amended, complied as to form or will comply in all material respects with the applicable requirements of the Securities Act of 1933, as amended, and the rules and regulations promulgated thereunder (the “Securities Act, ”) and the Exchange Act, and each as in effect on the Sxxxxxxx-Xxxxx Act, as date so filed. None of the case may be, applicable to such Company SEC Reports, and (ii) no such Company SEC Report when filed, contained or will contain any untrue statement of a material fact or omitted or will omit to state a material fact required to be stated or incorporated by reference therein or necessary in order to make the statements made therein, in the light of the circumstances under which they were made, not misleading. None of the Company Subsidiaries is required to file any forms, reports or documents with the SEC under the Exchange Act. As of the date of this Agreement, there are no outstanding or unresolved comments received by the Company from the staff of the SEC staff with respect to any Company SEC Reports. To the Knowledge of the Company, as of the date of this Agreement, none of the Company SEC Reports is the subject of ongoing SEC review or investigation. None of the 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 ActReports. (b) Each of the consolidated balance sheets audited and the related consolidated unaudited financial statements of income, consolidated statements of shareholders’ equity, and consolidated statements of cash flows (including, in each case, including any related notes and schedules theretonotes) contained included in the Company SEC Reports, each as amended (collectively, the “Company Financial Statements”), (i) when filed, complied or will comply in all material respects with all applicable accounting requirements and with the published rules and regulations of the SEC with respect thereto, (ii) was prepared or will be prepared in accordance with GAAP generally accepted accounting principles (“GAAP”) (except, in the case of unaudited quarterly statements, as permitted for purposes of Quarterly Reports on Form 10-Q of the SEC) applied on a consistent basis throughout the periods indicated involved (except as may be indicated therein or in the notes thereto and, in the case of unaudited interim financial statements, as permitted by Form 10-Q of the Exchange Actthereto), and (iiiii) when filed, fairly presented, in all material respects, presented or will fairly present the consolidated financial position, results of operations, and cash flows position of the Company and its consolidated Subsidiaries as of Group at the respective dates thereof and the consolidated results of its and their operations and cash flows for the respective periods indicated therein, except as otherwise noted therein (subject, in the case of unaudited quarterly statements, to normal year-end adjustments which that were not, and are not materialexpected to be, material in amount). All of the Company Subsidiaries are consolidated for accounting purposes. (c) Each The Company has established, implemented and maintains disclosure controls and procedures and internal control over financial reports (as such terms are defined in Rules 13a-15 and 15d-15 under the Exchange Act) as required by Rule 13a-15 under the Exchange Act and as necessary to permit preparation of financial statements in conformity with GAAP, and such disclosure controls and procedures are designed to ensure that all material information relating to the Company Group that is required to be disclosed by the Company in the reports that it files or submits under the Exchange Act is accumulated and communicated to the Company’s principal executive officer and principal financial officer to allow timely decisions regarding required disclosure and to make the certifications required pursuant to Sections 302 and 906 of the Xxxxxxxx-Xxxxx Act of 2002, as amended. Except as has been disclosed prior to the date of this Agreement in reports filed by the Company with the SEC in accordance with applicable SEC requirements, such disclosure controls and procedures are effective to provide reasonable assurance that all information required to be disclosed by the Company in the reports that it files or submits under the Exchange Act is recorded, processed, summarized and reported within the time periods specified in SEC rules and forms. With respect to the Annual Report on Form 10-K, each Quarterly Report on Form 10-Q and each amendment of any such report included in the Reports, the principal executive officer of the Company and the principal financial officer of the Company (or each former principal executive officer of the Company have made and each former principal financial officer of the Company, as applicable) has made will make all certifications required by Rule 13a-14 or 15d-14 under the Exchange Act and Sections 302 and 906 of the SxxxxxxxXxxxxxxx-Xxxxx ActAct of 2002, in each caseas amended, with respect to and any related rules and regulations promulgated by the Company SEC ReportsSEC, and the statements contained in all such certifications were true or will be as of their respective dates true, complete and complete on correct. The Company has disclosed to the date such certifications were made. For purposes Company’s auditors and the audit committee of this Agreement, “principal executive officer” the Board (A) any significant deficiencies and “principal financial officer” shall have the meanings given to such terms material weaknesses in the Sxxxxxxx-Xxxxx Actdesign or operation of internal control over financial reporting that are reasonably likely to adversely affect in any material respect the Company’s ability to record, process, summarize and report financial information and (B) any fraud, whether or not material, that involves management or other employees who have a significant role in the Company’s internal control over financial reporting. (d) From April 30, 2016 (i) neither None of the Company nor any of its Subsidiaries, Group nor, to the Knowledge of the Company, any director director, officer, agent, employee or executive officer other person acting on behalf of any of the Company Group has (i) used any corporate or other funds for unlawful contributions, payments or gifts, or made any unlawful expenditures relating to political activity to government officials or others or established or maintained any unlawful or unrecorded funds, in any case in violation of Section 30A of the Exchange Act or (ii) accepted or received any unlawful contributions, payments, gifts or expenditures. In the period between the Company’s proxy statement dated April 8, 2013 and the date of this Agreement, no event has occurred that would be required to be reported under “Certain Relationships and Related Transactions” pursuant to Item 404 of Regulation S-K promulgated by the SEC. (e) None of the Company Group has any liabilities or obligations of any nature that would be required to be set forth in a consolidated balance sheet prepared as of the date of this Agreement in accordance with GAAP, except liabilities or obligations: (i) as and to the extent set forth on the audited consolidated balance sheet of the Company Group as of December 31, 2012 (such balance sheet, the “Balance Sheet,” and such date, the “Balance Sheet Date”) (including the notes thereto) included in the Reports; or (ii) incurred after the Balance Sheet Date and prior to the date of this Agreement in the ordinary course of business consistent with past practice, none of which would, individually or in the aggregate, have or reasonably be expected to have a Company MAE. (f) The Company has made available to Parent and Newco complete and correct copies of any amendments or modifications that have not yet been filed with the SEC to Contracts that previously had been filed by the Company with the SEC pursuant to the Exchange Act. (g) Since January 1, 2012 through the date of this Agreement, to the Knowledge of the Company, (i) none of the Company Group or any director or officer of its Subsidiaries any of the Company Group has received received, and the Company has no Knowledge of, any written material complaint, allegation, assertion, assertion or claim, in writing that whether written or oral, regarding the accounting or auditing practices, procedures, methodologies or methods of any of the Company Group or their respective internal accounting controls, including any material complaint, allegation, assertion or claim that any of its Subsidiaries the Company Group has engaged in improper, illegal, or fraudulent questionable accounting or auditing practices, and (ii) to the Knowledge of the Company, no attorney representing any of the Company or any of its SubsidiariesGroup, whether or not employed by any of the Company or any of its SubsidiariesGroup, has reported evidence of a material violation of securities Laws, breach of fiduciary duty, or similar violation Laws by the Company or any of its Subsidiaries or any of their respective officers, directors, employeesemployees or agents, or agents a breach of fiduciary duty by any of the officers or directors of the Company, to the Company Board or any committee thereof or to any director or officer of the Company. (e) The Company has established and maintains a system of “internal control over financial reporting” (as defined in Rules 13a-15(f) and 15d-15(f) promulgated by the SEC under the Exchange Act) in compliance in all material respects with the Exchange Act. The Company has completed an assessment of the effectiveness of the Company’s internal control over financial reporting for the fiscal year ended April 30, 2017, and such assessment concluded that as of April 30, 2017 such controls were effective to provide reasonable assurance regarding the reliability of the Company’s financial reporting and the preparation of the Company’s financial statements for external purposes in accordance with GAAP. To the Knowledge of the Company, since April 30, 2017, none of the Company or any of its Subsidiaries has identified or been made aware of: (i) any “significant deficiency” or “material weakness” (each as defined in Rule 12b-2 of the Exchange Act) in the system of internal control over financial reporting utilized by the Company and its Subsidiaries that has not been subsequently remediated, (ii) any fraud that involves the Company’s management who have a significant role in the preparation of financial statements or the internal control over financial reporting utilized by the Company and its Subsidiaries or (iii) as of the date of this Agreement, any written claim or allegation regarding any of the foregoing. (f) The Company maintains disclosure controls and procedures (as defined in Rules 13a-15(e) and 15d-15(e) of the Exchange Act) in compliance in all material respects with the Exchange Act. (g) The Company is in compliance in all material respects with all current listing and corporate governance requirements of the NYSE and is in compliance in all material respects with all rules, regulations, and requirements of the Sxxxxxxx-Xxxxx Act and the SEC.

SEC Filings; Financial Statements; Internal Controls. (a) The Company has timely filed with or furnished to, as applicable, the Company SEC Reports (including all forms, reports, schedules, declarations, statements, definitive proxy statements applications and other documents (including exhibits) required to be filed or furnished by it with the SEC since July 29January 1, 2016 through 2004 (collectively, the date of this 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“Company Reports”), the Company SEC Reports (i) each of which, when filed, complied as to form in all material respects with the applicable requirements of the Securities Act of 1933, as amended, and the rules and regulations promulgated thereunder (the “Securities Act, ”) and the Exchange Act, and each as in effect on the Sxxxxxxx-Xxxxx Actdate so filed. None of the Company Reports (including any financial statements or schedules included or incorporated by reference therein), as the case may bewhen filed, applicable to such Company SEC Reports, and (ii) no such Company SEC Report contained any untrue statement of a material fact or omitted to state a material fact required to be stated or incorporated by reference therein or necessary in order to make the statements made therein, in the light of the circumstances under which they were made, not misleading. None of the Company’s subsidiaries is required to file any forms, reports or documents with the SEC under the Exchange Act. As of the date of this Agreement, there are no outstanding or unresolved comments received from issued by the Staff of the SEC staff with respect to any Company SEC Reports. To the Knowledge of the Company, as of the date of this Agreement, none of the Company SEC Reports is the subject of ongoing SEC review or investigation. None of the 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 ActReports. (b) Each of the consolidated balance sheets audited and the related consolidated unaudited financial statements of income, consolidated statements of shareholders’ equity, and consolidated statements of cash flows (including, in each case, including any related notes and schedules theretonotes) contained included in the Company SEC Reports, each as amended (collectivelywhen filed, complied in all material respects with all applicable accounting requirements and with the “Company Financial Statements”)published rules and regulations of the SEC with respect thereto, (i) was has been prepared in accordance with GAAP applied on a consistent basis throughout the periods indicated generally accepted accounting principles (except as may be indicated therein or in the notes thereto and“GAAP”) (except, in the case of unaudited interim financial quarterly statements, as permitted by Form 10-Q of the Exchange Act)SEC) applied on a consistent basis throughout the periods involved (except as may be indicated in the notes thereto) and, and (ii) when filed, fairly presented, in all material respects, presented the consolidated financial position, results of operations, and cash flows position of the Company and its consolidated Subsidiaries as of subsidiaries at the respective dates date thereof and the consolidated results of its and their operations and cash flows for the respective periods indicated therein, except as otherwise noted therein (subject, in the case of unaudited quarterly statements, to normal year-end adjustments audit adjustments, which were not and are not materialexpected to be material in amount). As of the date of this Agreement, all of the Company’s subsidiaries are consolidated for accounting purposes. The financial books and records of the Company and its subsidiaries have been made available to Newco and are true and correct in all material respects. (c) Each The Company has established and maintains disclosure controls and procedures (as such term is defined in Rule 13a-15 and Rule 15d-15 under the Exchange Act); such disclosure controls and procedures are designed to ensure that material information relating to the Company, including its consolidated subsidiaries, required to be disclosed by the Company in the reports that it files or submits under the Exchange Act is accumulated and communicated to the Company’s principal executive officer and its principal financial officer to allow timely decisions regarding required disclosure; and, except as has been disclosed prior to the date of this Agreement in reports filed by the Company with the SEC in accordance with applicable SEC requirements, such disclosure controls and procedures are effective to provide reasonable assurance that information required to be disclosed by the Company in the reports that it files or submits under the Exchange Act is recorded, processed, summarized and reported within the time periods specified in SEC rules and forms. With respect to each Annual Report on Form 10-K, each Quarterly Report on Form 10-Q and each amendment of any such report included in the Company Reports filed after the effective date of the Xxxxxxxx-Xxxxx Act of 2002, the principal executive officer of the Company and the principal financial officer of the Company (or each former principal executive officer of the Company and each former principal financial officer of the Company, as applicable) has have made all certifications required by Rule 13a-14 or 15d-14 under the Exchange Act and Sections 302 and 906 of the SxxxxxxxXxxxxxxx-Xxxxx Act, in each case, with respect to Act of 2002 and any related rules and regulations promulgated by the Company SEC Reports, and the statements contained in such certifications were true and complete on the date such certifications were made. For purposes of this Agreement, “principal executive officer” and “principal financial officer” shall have the meanings given to such terms in the Sxxxxxxx-Xxxxx ActSEC. (d) From April 30, 2016 (i) neither Neither the Company nor any of its Subsidiaries, subsidiaries nor, to the Knowledge of the Company, any director director, officer, agent, employee or executive officer other person acting on behalf of the Company or any of its Subsidiaries has received any written complaintsubsidiaries, allegation, assertion, or claim, in writing that the Company or any of its Subsidiaries has engaged in improper, illegal, or fraudulent accounting or auditing practices, and (ii) to the Knowledge of the Company, no attorney representing the Company or any of its Subsidiaries, whether or not employed by the Company or any of its Subsidiaries, has reported evidence of a material violation of securities Laws, breach of fiduciary duty, or similar violation by the Company or any of its Subsidiaries or any of their respective officers, directors, employees, or agents to the Company Board or any committee thereof or to any director or officer of the Company. (e) The Company has established and maintains a system of “internal control over financial reporting” (as defined in Rules 13a-15(f) and 15d-15(f) promulgated by the SEC under the Exchange Act) in compliance in all material respects with the Exchange Act. The Company has completed an assessment of the effectiveness of the Company’s internal control over financial reporting for the fiscal year ended April 30, 2017, and such assessment concluded that as of April 30, 2017 such controls were effective to provide reasonable assurance regarding the reliability of the Company’s financial reporting and the preparation of the Company’s financial statements for external purposes in accordance with GAAP. To the Knowledge of the Company, since April 30, 2017, none of the Company or any of its Subsidiaries has identified or been made aware ofhas: (i) used any “significant deficiency” corporate or “material weakness” (each as defined other funds for unlawful contributions, payments or gifts, or made any unlawful expenditures relating to political activity to government officials or others or established or maintained any unlawful or unrecorded funds, in Rule 12b-2 any case in violation of Section 30A of the Exchange Act; or (ii) accepted or received any unlawful contributions, payments, gifts or expenditures. Except as set forth in the system of internal control over financial reporting utilized Company Reports filed by the Company and its Subsidiaries that has not been subsequently remediatedpublicly available prior to the date of this Agreement (the “Filed Company Reports”), (ii) any fraud that involves in the period between the Company’s management who have a significant role in the preparation of financial statements or the internal control over financial reporting utilized by the Company proxy statement dated June 20, 2005 and its Subsidiaries or (iii) as of the date of this Agreement, any written claim or allegation regarding no event has occurred that would be required to be reported under “Certain Relationships and Related Transactions” pursuant to Item 404 of Regulation S-K promulgated by the SEC. (e) Neither the Company nor any of its subsidiaries has any liabilities or obligations of any nature (whether accrued, absolute, contingent or otherwise), except liabilities or obligations: (i) as and to the foregoingextent set forth on the audited consolidated balance sheet of the Company and its subsidiaries as of December 31, 2004 (such balance sheet, the “Balance Sheet”, and such date, the “Balance Sheet Date”) (including the notes thereto) included in the Filed Company Reports; or (ii) incurred after the Balance Sheet Date and prior to the date of this Agreement in the ordinary course of business consistent with past practice, none of which individually is material to the business, results of operations or financial condition of the Company and its subsidiaries, taken as a whole, or (iii) incurred after the date hereof and permitted under Section 5.01 hereof. (f) The Company maintains disclosure controls has made available to Newco a complete and procedures (as defined in Rules 13a-15(e) and 15d-15(e) correct copy of any amendments or modifications which have not yet been filed with the Exchange Act) in compliance in all material respects SEC to Contracts which previously had been filed by the Company with the SEC pursuant to the Securities Act or the Exchange Act. (g) The Company is in compliance in all material respects with all current listing and corporate governance requirements of the NYSE and is in compliance in all material respects with all rules, regulations, and requirements of the Sxxxxxxx-Xxxxx Act and the SEC.