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

SEC Filings; Financial Statements; Internal Controls. (i) SEC Filings. As of the date hereof, the Company has filed all required registration statements, prospectuses, reports, schedules, forms, statements and other documents (including exhibits and all other information incorporated by reference) required to be filed by it with the SEC for the one (1) year preceding the date hereof (or such shorter period as the Company was required by law or regulation to file such material); all such documents, as amended, are referred to herein as the “Company SEC Reports.” All such registration statements, prospectuses, reports, schedules, forms, statements and other documents in the form filed with the SEC have been made available to the Purchaser or are publicly available in the Interactive Data Electronic Applications database of the SEC. As of their respective dates (or if subsequently amended or supplemented, on the date of such amendment or supplement), the Company SEC Reports (i) were prepared in accordance and complied in all material respects with the requirements of the Securities Act or the Exchange Act, as the case may be, and the rules and regulations of the SEC thereunder applicable to such Company SEC Reports, and (ii) 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 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 other documents with the SEC. No executive officer of the Company has failed to make the certifications required of him or her under Section 302 or 906 of the Sxxxxxxx-Xxxxx Act of 2002, as amended, and the rules and regulations promulgated thereunder, with respect to any Company SEC Report. Neither the Company nor any of its executive officers has received notice from any Governmental Entity challenging or questioning the accuracy, completeness, form or manner of filing of such certifications.

SEC Filings; Financial Statements; Internal Controls. (ia) SEC Filings. As of the date hereof, the The Company has filed Made Available to Parent accurate and complete copies of all required registration statements, prospectusesproxy statements, Certifications and other reports, schedules, forms, statements and other documents (including exhibits and all other information incorporated filed or furnished by reference) required to be filed by it the Company with the SEC for the one (and all amendments thereto, in each case between January 1) year preceding , 2020 and the date hereof of this Agreement (or such shorter period as the Company was required by law or regulation to file such material); all such documents, as amended, are referred to herein as the “Company SEC Reports.” ”). All such registration statements, prospectuses, reports, schedules, forms, statements forms and other documents in required to have been filed by the form filed Company with the SEC have been made available so filed on a timely basis. None of the Company’s Subsidiaries is required to the Purchaser or are publicly available in the Interactive Data Electronic Applications database of file any documents with the SEC. As of their respective dates the time it was filed with or furnished to the SEC (or or, if subsequently amended or supplementedsuperseded by a filing prior to the date of this Agreement, then on the date of such amendment or supplement), filing): (i) each of the Company SEC Reports (i) were prepared in accordance and complied in all material respects with the applicable requirements of the Securities Act or Act, the Exchange Act, Act and 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 (ii) did not contain none of the Company SEC Reports 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 therein, in the light of the circumstances under which they were made, not misleading. None of With respect to each annual report on Form 10-K and each quarterly report on Form 10-Q included in the Company’s Subsidiaries is required to file any formsCompany SEC Reports, reports or other documents with the SEC. No principal executive officer and principal financial officer of the Company has failed to make the have made all certifications required of him or her by Rules 13a-14 and 15d-14 under Section the Exchange Act and Sections 302 or and 906 of the SxxxxxxxXxxxxxxx-Xxxxx Act of 2002(each such required certification, as amendeda “Certification”), and the rules statements contained in such certifications were accurate and regulations promulgated thereunder, with respect to any Company SEC Report. Neither the Company nor any complete as of its date. For purposes of this Agreement, (A) “principal executive officers has received notice from any Governmental Entity challenging or questioning the accuracy, completeness, form or manner of filing of such certifications.officer” and “

SEC Filings; Financial Statements; Internal Controls. (ia) SEC Filings. As of the date hereof, the Company has filed all required registration statements, prospectuses, reports, schedules, forms, statements and other documents (including exhibits and all other information incorporated by reference) required to be filed by it with the SEC for the one (1) year preceding the date hereof (or such shorter period as the Company was required by law or regulation to file such material); all such documentssince December 31, as amended, are referred to herein as the “Company SEC Reports.” 2007. All such registration statements, prospectuses, reports, schedules, forms, statements and other documents in the form filed with the SEC have been made available to the Purchaser Purchasers or are publicly available in the Interactive Data Electronic Applications database of the SEC. All such required registration statements, prospectuses, reports, schedules, forms, statements and other documents, as amended, are referred to herein as the “Company SEC Reports.” As of their respective dates (or if subsequently amended or supplemented, on the date of such amendment or supplement), the Company SEC Reports (i) were prepared in accordance and complied in all material respects with the requirements of the Securities Act or the Exchange Act, as the case may be, and the rules and regulations of the SEC thereunder applicable to such Company SEC Reports, and (ii) 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 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 other documents with the SEC. No executive officer of the Company has failed to make the certifications required of him or her under Section 302 or 906 of the SxxxxxxxXxxxxxxx-Xxxxx Act of 2002, as amended, and the rules and regulations promulgated thereunder, with respect to any Company SEC Report, except as disclosed in certifications filed with the Company SEC Reports. Neither the Company nor any of its executive officers has received notice from any Governmental Entity challenging or questioning the accuracy, completeness, form or manner of filing of such certifications.

SEC Filings; Financial Statements; Internal Controls. (ia) SEC Filings. As of the date hereof, the The Company has filed Made Available to Parent accurate and complete copies of all required registration statements, prospectusesproxy statements, Certifications and other reports, schedules, forms, statements and other documents (including exhibits and all other information incorporated filed or furnished by reference) required to be filed by it the Company with the SEC for the one (and all amendments thereto, in each case between January 1) year preceding , 2020 and the date hereof of this Agreement (or such shorter period as the Company was required by law or regulation to file such material); all such documents, as amended, are referred to herein as the “Company SEC Reports.” ”). All such registration statements, prospectuses, reports, schedules, forms, statements forms and other documents in required to have been filed by the form filed Company with the SEC have been made available so filed on a timely basis. None of the Company’s Subsidiaries is required to the Purchaser or are publicly available in the Interactive Data Electronic Applications database of file any documents with the SEC. As of their respective dates the time it was filed with or furnished to the SEC (or or, if subsequently amended or supplementedsuperseded by a filing prior to the date of this Agreement, then on the date of such amendment or supplement), filing): (i) each of the Company SEC Reports (i) were prepared in accordance and complied in all material respects with the applicable requirements of the Securities Act or Act, the Exchange Act, Act and the Sxxxxxxx-Xxxxx Act (as the case may be, and the rules and regulations of the SEC thereunder applicable to such Company SEC Reports, ); and (ii) did not contain none of the Company SEC Reports 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 therein, in the light of the circumstances under which they were made, not misleading. None of With respect to each annual report on Form 10-K and each quarterly report on Form 10-Q included in the Company’s Subsidiaries is required to file any formsCompany SEC Reports, reports or other documents with the SEC. No principal executive officer and principal financial officer of the Company has failed to make the have made all certifications required of him or her by Rules 13a-14 and 15d-14 under Section the Exchange Act and Sections 302 or and 906 of the Sxxxxxxx-Xxxxx Act of 2002(each such required certification, as amendeda “Certification”), and the rules statements contained in such certifications were accurate and regulations promulgated thereunder, with respect to any Company SEC Report. Neither the Company nor any complete as of its date. For purposes of this Agreement, (A) “principal executive officers has received notice from any Governmental Entity challenging or questioning the accuracy, completeness, form or manner of filing of such certifications.officer” and “

SEC Filings; Financial Statements; Internal Controls. (i) SEC Filings. As of the date hereof, the Company has filed all required the registration statements, prospectuses, reports, schedules, forms, statements and other documents (including exhibits and all other information incorporated by reference) required to be filed by it with the SEC for the one (1) year preceding the date hereof (or such shorter period as the Company was required by law or regulation to file such material); all such documents, as amended, are referred to herein as the “Company SEC Reports.” SEC. All such registration statements, prospectuses, reports, schedules, forms, statements and other documents in the form filed with the SEC have been made available to the Purchaser or are publicly available in the Interactive Data Electronic Applications database of the SEC. All such required registration statements, prospectuses, reports, schedules, forms, statements and other documents, as amended, are referred to herein as the “Company SEC filings.” As of their respective dates (or if subsequently amended or supplemented, on the date of such amendment or supplement), the Company SEC Reports filings (i) were prepared in accordance and complied in all material respects with the requirements of the Securities Act or the Exchange Act, as the case may be, and the rules and regulations of the SEC thereunder applicable to such Company SEC Reportsfilings, and (ii) 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 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 other documents with the SEC. No executive officer of the Company has failed to make the certifications required of him or her under Section 302 or 906 of the SxxxxxxxXxxxxxxx-Xxxxx Act of 2002, as amended, and the rules and regulations promulgated thereunder, with respect to any Company SEC ReportFilings. Neither the Company nor any of its executive officers has received notice from any Governmental Entity challenging or questioning the accuracy, completeness, form or manner of filing of such certifications.

SEC Filings; Financial Statements; Internal Controls. (ia) SEC Filings. As of the date hereof, the Company has filed all required registration statements, prospectuses, reports, schedules, forms, statements and other documents (including exhibits and all other information incorporated by reference) required to be filed by it with the SEC for the one (1) year preceding the date hereof (or such shorter period as the Company was required by law or regulation to file such material); all such documentssince December 31, as amended, are referred to herein as the “Company SEC Reports.” 2007. All such registration statements, prospectuses, reports, schedules, forms, statements and other documents in the form filed with the SEC have been made available to the Purchaser or are publicly available in the Interactive Data Electronic Applications database of the SEC. All such required registration statements, prospectuses, reports, schedules, forms, statements and other documents, as amended, are referred to herein as the “Company SEC Reports.” As of their respective dates (or if subsequently amended or supplemented, on the date of such amendment or supplement), the Company SEC Reports (i) were prepared in accordance and complied in all material respects with the requirements of the Securities Act or the Exchange Act, as the case may be, and the rules and regulations of the SEC thereunder applicable to such Company SEC Reports, and (ii) 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 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 other documents with the SEC. No executive officer of the Company has failed to make the certifications required of him or her under Section 302 or 906 of the SxxxxxxxXxxxxxxx-Xxxxx Act of 2002, as amended, and the rules and regulations promulgated thereunder, with respect to any Company SEC Report, except as disclosed in certifications filed with the Company SEC Reports. Neither the Company nor any of its executive officers has received notice from any Governmental Entity challenging or questioning the accuracy, completeness, form or manner of filing of such certifications.