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

SEC Filings; Financial Statements; Internal Controls. (a) The Parent has filed or furnished, as applicable, on a timely basis all forms, statements, certifications, reports and documents required to be filed or furnished by it with the SEC under the Exchange Act or the Securities Act since December 15, 2005 (the “Applicable Parent Date”) (the forms, statements, reports and documents filed with or furnished to the SEC from the Applicable Parent Date to the date of this Agreement, the “Parent Filed SEC Reports”). Each of the Parent Filed SEC Reports, at its effective date (in case of registration statement filed pursuant to the Securities Act), or at the time of its filing or being furnished (in the case of other Parent Filed SEC Reports), or after an amendment was filed prior to the date of this Agreement, complied in all material respects with the applicable requirements of the Securities Act, the Exchange Act and the Xxxxxxxx-Xxxxx Act. As of their respective dates (or, if amended prior to the date hereof, as of the date of such amendment) the Parent Filed SEC Reports did not contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements made therein, in light of the circumstances in which they were made, not misleading.

SEC Filings; Financial Statements; Internal Controls. (a) The Parent Optium has timely filed or furnished, as applicable, on a timely basis and made available to Finisar all forms, statements, certifications, reports and documents required to be filed or furnished by it Optium with the SEC under the Exchange Act or the Securities Act since December 15SEC, 2005 other than registration statements on Form S 8 (the “Applicable Parent Date”) (the forms, statements, reports and documents filed with or furnished to the SEC from the Applicable Parent Date to the date of this Agreementcollectively, the “Parent Filed "Optium SEC Reports”"). Each of the Parent Filed Optium SEC ReportsReports and any forms, at its effective reports or documents filed by Optium with the SEC after the date of this Agreement until the Closing (in case of registration statement filed pursuant to the Securities Act), or i) at the time of its filing or being furnished (in the case of other Parent Filed SEC Reports), or after an amendment was filed prior to the date of this Agreementfiling, complied or will comply in all material respects with the applicable requirements of the Securities Act, the Exchange Act and the Xxxxxxxx-Xxxxx Exchange Act. As , as the case may be, and the applicable rules and regulations of their respective dates the SEC promulgated thereunder, and (or, ii) did not or will not at the time of its filing (or if amended prior to the date hereofor superseded by a subsequent filing, as of then on the date of such amendmentfiling) the Parent Filed SEC Reports did not contain any untrue statement of a material fact or omit to state a material fact required to be stated therein in such Optium SEC Report or necessary in order to make the statements made thereinin such Optium SEC Report, in the light of the circumstances in under which they were made, not misleading. None of Optium's Subsidiaries is required to file any forms, reports or other documents with the SEC.

SEC Filings; Financial Statements; Internal Controls. (a) The Parent Xxxxx has timely filed or furnished, as applicable, on a timely basis and made available to Oak all forms, statements, certifications, reports and documents required to be filed or furnished by it Xxxxx with the SEC under the Exchange Act or the Securities Act since December 1531, 2005 1999, other than registration statements on Form S-8 (the “Applicable Parent Date”) (the forms, statements, reports and documents filed with or furnished to the SEC from the Applicable Parent Date to the date of this Agreementcollectively, the “Parent Filed Xxxxx SEC Reports”). Each of the Parent Filed Xxxxx SEC ReportsReports and any forms, at its effective reports or documents filed by Xxxxx with the SEC after the date of this Agreement until the Closing (in case of registration statement filed pursuant to the Securities Act), or i) at the time of its filing or being furnished (in the case of other Parent Filed SEC Reports), or after an amendment was filed prior to the date of this Agreementit filing, complied or will comply in all material respects with the applicable requirements of the Securities Act, the Exchange Act and the Xxxxxxxx-Xxxxx Exchange Act. As , as the case may be, and the applicable rules and regulations of their respective dates the SEC promulgated thereunder, and (or, ii) did not or will not at the time of its filing was filed (or if amended prior to the date hereofor superseded by a subsequent filing, as of then on the date of such amendmentfiling) the Parent Filed SEC Reports did not contain any untrue statement of a material fact or omit to state a material fact required to be stated therein in such Xxxxx SEC Report or necessary in order to make the statements made thereinin such Xxxxx SEC Report, in the light of the circumstances in under which they were made, not misleading. None of Zoran’s Subsidiaries is required to file any forms, reports or other documents with the SEC.

SEC Filings; Financial Statements; Internal Controls. (a) The Company has timely filed and made available to Parent has filed or furnished, as applicable, on a timely basis all forms, statementsreports, certificationsschedules, reports statements and documents other documents, including any exhibits thereto, required to be filed or furnished by it the Company with the SEC under the Exchange Act or the Securities Act since December 15(collectively, 2005 (the “Applicable Parent DateCompany SEC Reports”) (the ). The Company SEC Reports, including all forms, statements, reports and documents filed by the Company with or furnished the SEC after the date hereof and prior to the SEC from the Applicable Parent Date to the date of this AgreementEffective Time, the “Parent Filed SEC Reports”). Each of the Parent Filed SEC Reports(i) were and, at its effective date (in case of registration statement filed pursuant to the Securities Act), or at the time of its filing or being furnished (in the case of other Parent Filed Company SEC Reports)Reports filed after the date hereof, will be prepared in all material respects in accordance 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 the rules and regulations thereunder, and (ii) did not at the time they were filed (or after an amendment was filed if amended or superseded by a filing prior to the date of this Agreement, complied in all material respects with the applicable requirements of the Securities Act, the Exchange Act and the Xxxxxxxx-Xxxxx Act. As of their respective dates (or, if amended prior to the date hereof, as of then on the date of such amendment) filing), and in the Parent Filed case of such forms, reports and documents filed by the Company with the SEC Reports did after the date of this Agreement, will not as of the time they are filed, contain any untrue statement of a material fact or omit to state a material fact required to be stated therein in such Company SEC Reports or necessary in order to make the statements made thereinin such Company SEC Reports, in light of the circumstances in under which they were and will be made, not misleading. None of the Company’s Subsidiaries is required to file any forms, reports, schedules, statements or other documents with the SEC. Each director and officer of the Company has filed with or furnished to the SEC on a timely basis all statements required by Section 16(a) of the Exchange Act and the rules and regulations thereunder since January 1, 2005.

SEC Filings; Financial Statements; Internal Controls. (a) The Parent Company has filed or furnished, as applicable, on a timely basis furnished all forms, certifications, reports, schedules, declarations, statements, certifications, reports applications and other documents required to be filed or furnished by it with the SEC under the Exchange Act or the Securities Act since December 15, 2005 (the “Applicable Parent Date”) (the forms, statements, reports and documents filed with or furnished to the SEC from the Applicable Parent Date by it prior to the date of this Agreementhereof and since July 1, 2013 (collectively, in each case as may have been amended since their filing, the “Parent Filed SEC Company Reports”). Each , each of the Parent Filed SEC Reportswhich, at its as of their respective effective date (in case of registration statement filed pursuant to the Securities Act)dates or filing dates, or at the time of its filing or being furnished (in the case of other Parent Filed SEC Reports)as applicable, or after an amendment was filed and as amended prior to the date of this Agreement, complied in all material respects with the applicable requirements of the Securities Act of 1933 and the rules and regulations promulgated thereunder (the “Securities Act”), the Exchange Act Act, and the Xxxxxxxx-Xxxxx Act of 2002 (the “Xxxxxxxx-Xxxxx Act”), each as in effect on the date such Company Report was so filed or effective. As of their respective dates (or, if amended Except to the extent that any information in any Company Report has been revised or superseded by a Company Report filed prior to the date hereof, as none of the date of such amendment) the Parent Filed SEC Company Reports did not contain (including any financial statements or schedules included therein), when filed or furnished, contained any untrue statement of a material fact or omit 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 in 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 unresolved comments received by the Company from the Staff of the SEC with respect to any of the Company Reports.

SEC Filings; Financial Statements; Internal Controls. (a) The Parent Except as set forth on Section 4.08 of the Disclosure Schedule, the Company has filed or furnished, as applicable, on a timely basis all forms, reports, schedules, registration statements, certifications, reports definitive proxy statements and other documents (including all exhibits) required to be filed or furnished by it with the SEC under the United States Securities and Exchange Act or the Securities Act since December 15, 2005 Commission (the “Applicable Parent DateSEC”) during the period since January 1, 2007 (the forms, statements, reports and documents filed with or furnished to the SEC from the Applicable Parent Date to the date of this Agreement, the “Parent Filed Company SEC Reports”). Each Except as set forth on Section 4.08 of the Parent Filed Disclosure Schedule, the Company SEC Reports, at its effective date (in case of registration statement Reports filed pursuant to the Securities Act), on or at the time of its filing or being furnished (in the case of other Parent Filed SEC Reports), or after an amendment was filed prior to the date of this Agreement, hereof (i) complied in all material respects with the applicable requirements of the Securities Act, the Exchange Act and the Xxxxxxxx-Xxxxx Act. As , as the case may be, and the respective rules and regulations of the SEC promulgated thereunder applicable to such Company SEC Reports and (ii) as of their respective filing dates (or, if amended prior to the date hereof, as of the date of such amendment) the Parent Filed SEC Reports 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 in under which they were made, not misleading. There are no outstanding or unresolved comments received from the SEC staff with respect to the Company SEC Reports filed on or prior to the date hereof. None of the Company SEC Reports filed on or prior to the date hereof is the subject of ongoing SEC review or investigation. The Company Subsidiary is not required to file any forms, reports or other documents with the SEC pursuant to Section 13 or 15 of the Exchange Act.