Common use of SEC Filings; Financial Statements; Undisclosed Liabilities Clause in Contracts

SEC Filings; Financial Statements; Undisclosed Liabilities. (a) Each of the Company, Public Service Company of New Mexico (“PNM”), Texas-New Mexico Power Company (“TNMP”) and each other subsidiary of the Company (if any) required to make such filings has filed or furnished, on a timely basis, all forms, reports, schedules, statements (including definitive proxy statements), certifications and other documents (including all exhibits and other information incorporated therein, amendments and supplements thereto) in each case required to be filed or furnished by the Company, PNM, TNMP or such other subsidiary, as applicable, with the U.S. Securities and Exchange Commission (the “SEC”) since the Applicable Date through the date hereof (all such forms, reports, schedules, statements, and other documents filed or furnished with the SEC since the Applicable Date, including those filed or furnished after the date hereof and including all exhibits and other information incorporated therein, amendments and supplements thereto, collectively, the “Company SEC Reports”). As of their respective dates, or, if amended or superseded by a subsequent filing made prior to the date of this Agreement, as of the date of the last such amendment or superseding filing prior to the date of this Agreement, the Company SEC Reports complied as to form in all material respects with the applicable requirements of the Securities Act of 1933, as amended (the “Securities Act”), the Exchange Act and the Xxxxxxxx-Xxxxx Act of 2002 (the “Sarbanes Oxley Act”), as the case may be, and the applicable rules and regulations promulgated thereunder, each as in effect on the date of any such filing. As of the time of filing with the SEC (or, if amended or superseded prior to the date of this Agreement, as of the date of such amendment or superseding filing), none of the Company SEC Reports so filed contained (taking into account all amendments and supplements thereto filed prior to the date hereof) any untrue statement of a material fact or omitted to state any material fact required to be stated or incorporated by reference therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading; provided, however, that no representation is made as to the accuracy of any financial projections or forward looking statements.

SEC Filings; Financial Statements; Undisclosed Liabilities. (a) Each of the Company, Public Service The Company of New Mexico (“PNM”), Texas-New Mexico Power Company (“TNMP”) and each other subsidiary of the Company (if any) required to make such filings has filed or furnished, furnished (as applicable) on a timely basis, basis all forms, reports, schedulesstatements, statements (including definitive proxy statements), certifications schedules and other documents (including all exhibits and other information incorporated therein, amendments and supplements thereto) in each case required to be filed or furnished by the Company, PNM, TNMP or such other subsidiary, (as applicable, with the U.S. Securities and Exchange Commission (the “SEC”) since the Applicable Date through the date hereof (all such forms, reports, schedules, statements, and other documents filed or furnished by it with the SEC since the Applicable DateJanuary 1, including those filed or furnished after the date hereof and including all exhibits and other information incorporated therein, amendments and supplements thereto, 2015 (collectively, the “Company SEC Reports”), in each case as amended through the date hereof. As of their respective dates, or, if amended or superseded by a subsequent filing made prior to the date of this Agreementhereof, as of the date of the last such amendment or superseding filing prior to amendment, the SEC Reports (i) were prepared (and any SEC Reports filed after the date of this Agreementhereof will have been prepared), the Company SEC Reports complied as to form in all material respects respects, in accordance with the applicable requirements of the Securities Act of 1933, as amended (the “Securities Act”)) and the Exchange Act, and, in each case, the Exchange Act and the Xxxxxxxx-Xxxxx Act of 2002 (the “Sarbanes Oxley Act”), as the case may be, and the applicable rules and regulations promulgated thereunderthereunder and (ii) did not and will not, each as in effect on the date of any such filing. As of at the time of filing with the SEC (they were or will be filed, or, if amended or superseded prior to the date of this Agreementhereof, as of the date of such amendment or superseding filing)amendment, none of the Company SEC Reports so filed contained (taking into account all amendments and supplements thereto filed prior to the date hereof) contain any untrue statement of a material fact or omitted omit to state any a material fact required to be stated or incorporated by reference therein or necessary in order to make the statements made therein, in light of the circumstances under which they were made, not misleading; provided. None of the Company Subsidiaries files, howeveror is required to file, that periodic reports with the SEC. As of the date of this Agreement, there are no representation is made as outstanding or unresolved comments received from the SEC with respect to the accuracy SEC Reports. Since January 1, 2015, the Company has been and is in compliance in all material respects with the applicable provisions of any financial projections or forward looking statementsthe Xxxxxxxx-Xxxxx Act of 2002, as amended, and the applicable listing and corporate governance rules and regulations of the NASDAQ.

SEC Filings; Financial Statements; Undisclosed Liabilities. (a) Each of the Company, Public Service The Company of New Mexico (“PNM”), Texas-New Mexico Power Company (“TNMP”) and each other subsidiary of the Company (if any) required to make such has made all filings has filed or furnished, on a timely basis, all forms, reports, schedules, statements (including definitive proxy statements), certifications and other documents (including all exhibits and other information incorporated therein, amendments and supplements thereto) in each case required to be filed or furnished by made under the Company, PNM, TNMP or such other subsidiary, as applicable, with the U.S. Securities and Exchange Commission (the “SEC”) since the Applicable Date through the date hereof (all such forms, reports, schedules, statements, and other documents filed or furnished Act with the SEC since December 31, 1996 (the Applicable Date, including those filed or furnished after the date hereof and including all exhibits and other information incorporated therein, amendments and supplements thereto, collectively, the “Company "SEC Reports”Filings"). As of their respective dates, or, if amended or superseded by a subsequent filing made prior to the date of this Agreement, as of the date of the last such amendment or superseding filing prior to the date of this Agreement, the Company SEC Reports Filings complied as to form in all material respects with the applicable requirements of the Securities Act of 1933, as amended (the “"Securities Act”"), or the Exchange Act and the Xxxxxxxx-Xxxxx Act of 2002 (the “Sarbanes Oxley Act”), as the case may be, and the applicable rules and regulations promulgated thereunder, each as in effect on the date of any such filing. As of the time of filing with SEC promulgated thereunder applicable to such SEC Filings, and the SEC (or, if amended or superseded prior to the date of this Agreement, as of the date of such amendment or superseding filing), none of the Company SEC Reports so filed contained (taking into account all amendments and supplements thereto filed prior to the date hereof) Filings did not contain any untrue statement of a material fact or omitted omit to state any a material fact required to be stated or incorporated by reference therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading; provided, however, that no representation is made . The financial statements set forth in the SEC Filings comply as to form in all material respects with applicable accounting requirements and the accuracy published rules and regulations of the SEC promulgated under the Securities Act or the Exchange Act, as the case may be, and have been prepared in accordance with generally accepted accounting principles applied on a consistent basis during the periods involved (except as may be indicated in the notes to such financial statements) and fairly present in all material respects the consolidated financial position of the Company and its subsidiaries at the respective dates thereof and the consolidated results of operations and cash flows for the respective periods then ended (subject, in the case of unaudited interim financial statements, to exceptions permitted by Form 10-Q under the Exchange Act and to normal year-end adjustments). As of March 31, 1997, neither the Company nor any of its subsidiaries had, and since such date neither the Company nor any of its subsidiaries has incurred, any liabilities of any nature, whether accrued, absolute, contingent or otherwise, whether due or to become due that are required to be recorded or reflected on a consolidated balance sheet of the Company under generally accepted accounting principles, except as reflected or reserved against or disclosed in the financial projections statements of the Company included in the Filed SEC Filings (as defined in Section 4.9) or forward looking statementsas otherwise disclosed to Parent on or prior to the date hereof.

SEC Filings; Financial Statements; Undisclosed Liabilities. (a) Each of the Company, Public Service The Company of New Mexico (“PNM”), Texas-New Mexico Power Company (“TNMP”) and each other subsidiary of the Company (if any) required to make such filings has filed or furnished, on a timely basis, otherwise transmitted or furnished all forms, reports, schedules, statements (including definitive proxy statements), certifications and other documents (including all exhibits and other information incorporated therein, amendments and supplements thereto) ), in each case required to be filed or furnished by the Company, PNM, TNMP or such other subsidiary, as applicable, it with the U.S. Securities and Exchange Commission (the “SEC”) since January 1, 2017 (the “Applicable Date Date”) through the date hereof (all such forms, reports, schedules, statements, certificates and other documents filed or furnished with the SEC since the Applicable Date, including those filed or furnished after the date hereof and including all exhibits and other information incorporated therein, amendments and supplements thereto, collectively, the “Company SEC Reports”). As of their respective filing dates, or, or if amended or superseded by a subsequent filing made prior to the date of this Agreement, as of the date of the last such amendment or superseding filing prior to the date of this Agreement, the Company SEC Reports complied as to form in all material respects with the applicable requirements of the Securities Act of 1933, as amended (the “Securities Act”), the Exchange Act and the Xxxxxxxx-Xxxxx Act of 2002 (the “Sarbanes Oxley Act”)2002, as the case may be, and the applicable rules and regulations promulgated thereunder, each as in effect on the date of any such filing. As of the time of filing with the SEC (or, if amended or superseded by a subsequent filing made prior to the date of this Agreement, as of the date of the last such amendment or superseding filingfiling prior to the date of this Agreement), none of the Company SEC Reports so filed contained (taking into account all amendments and supplements thereto filed prior to the date hereof) contained, when filed, any untrue statement of a material fact or omitted to state any material fact required to be stated or incorporated by reference therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading; provided, however, that no representation is made as except to the accuracy extent that the information in such SEC Reports has been amended or superseded by a later SEC Report filed prior to the date of any financial projections this Agreement. None of the Subsidiaries of the Company is required to file periodic reports with the SEC pursuant to the Exchange Act. To the knowledge of the Company, the Company has made available to Parent all comment letters and all material formal correspondence between the SEC and the Company with respect to the SEC Reports filed with, or forward looking statementsfurnished to, the SEC on or after January 1, 2018. Except as set forth in Section 3.7(a) of the Company Disclosure Schedule, as of the date hereof, to the knowledge of the Company, none of the SEC Reports is the subject of active, ongoing SEC review.

SEC Filings; Financial Statements; Undisclosed Liabilities. (a) Each of the Company, Public Service The Company of New Mexico (“PNM”), Texas-New Mexico Power Company (“TNMP”) and each other subsidiary of the Company (if any) required to make such filings has filed or furnished, furnished on a timely basisbasis all registration statements, all forms, reports, schedules, statements (including definitive proxy statements), certifications and other documents (including all exhibits and other information incorporated therein, amendments and supplements thereto) in each case required to be filed or furnished on or prior to the date hereof by the Company, PNM, TNMP or such other subsidiary, as applicable, it with the U.S. Securities and Exchange Commission (the “SEC”) since the Applicable Date through the date hereof (all such registration statements, forms, reports, schedules, statements, certificates and other documents filed or furnished with the SEC since the Applicable Date, including those filed or furnished after the date hereof and including all exhibits and other information incorporated therein, amendments and supplements thereto, collectively, the “Company SEC Reports”). As of their respective dateseffective dates (in the case of SEC Reports that are registration statements filed pursuant to the requirements of the Securities Act (as defined below)) and as of their respective SEC filing dates (in the case of all other SEC Reports), or, if amended or superseded by a subsequent filing made prior to the date of this Agreement, as of the date of the last such amendment or superseding filing prior to the date of this Agreement, the Company SEC Reports (i) complied as to form in all material respects with the applicable requirements of the Securities Act of 1933, as amended (the “Securities Act”), the Exchange Act and the Xxxxxxxx-Xxxxx Act of 2002 (the “Sarbanes Oxley ActSOX”), as the case may be, and the applicable rules and regulations promulgated thereunderthereunder and (ii) were prepared in all material respects in accordance with the applicable requirements of the Securities Act, the Exchange Act, SOX and other applicable Law, each as in effect on the date of any such filing. As of the time of filing with the SEC (or, if amended or superseded prior to the date of this Agreement, as of the date of such amendment or superseding filingamendment), none of the Company SEC Reports so filed contained (taking into account all amendments and supplements thereto filed prior to the date hereof) contained, when filed, any untrue statement of a material fact or omitted to state any material fact required to be stated or incorporated by reference therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading; provided, however, that no representation is made as except to the accuracy extent that the information in such SEC Reports has been amended or superseded by a later SEC Report filed prior to the date of this Agreement. There are no outstanding or unresolved comments in comment letters received from the SEC or its staff. There has been no material correspondence between the SEC and the Company since the Applicable Date that is not set forth in the SEC Reports or that has not otherwise been disclosed to BidCo prior to the date hereof. None of the SEC Reports is the subject of ongoing SEC review and there are no inquiries or inspections by the SEC regarding the accounting practices of the Company. No subsidiary of the Company is subject to the periodic reporting requirements of the Exchange Act or is otherwise required to file any financial projections periodic forms, reports, schedules, statements or forward looking statementsother documents with the SEC. Since the Applicable Date, subject to any applicable grace period, the Company has been in compliance in all material respects with the applicable listing and corporate governance rules and regulations of Nasdaq.

SEC Filings; Financial Statements; Undisclosed Liabilities. (a) Each of the Company, Public Service Company of New Mexico (“PNM”), Texas-New Mexico Power Company (“TNMP”) and each other subsidiary of the Company (if any) required to make such filings Parent has timely filed or furnished, on a timely basis, all forms, reports, schedulesdocuments, statements (including definitive proxy statements), certifications and other documents (including all exhibits and other information incorporated therein, amendments and supplements thereto) in each case reports required to be filed or furnished by under the Company, PNM, TNMP or such other subsidiary, as applicable, with the U.S. Securities and Exchange Commission (the “SEC”) since the Applicable Date through Act prior to the date hereof (all such forms, reports, schedules, statements, and other documents filed or furnished by it with the SEC since December 31, 2007 (the Applicable Dateforms, documents, statements and reports filed with the SEC since December 31, 2007, including those filed or furnished after the date hereof and including all exhibits and other information incorporated therein, any amendments and supplements thereto, collectively, the “Company Parent SEC Reports”). As of their respective dates, or, if amended or superseded by a subsequent filing made prior to the date of this Agreementfiling, as of the date of the last such amendment or superseding filing prior to the date hereof, the Parent SEC Reports complied, and each of the Parent SEC Reports filed subsequent to the date of this AgreementAgreement will comply, the Company SEC Reports complied as to form in all material respects with the applicable requirements of the Securities Act of 1933, as amended (the “Securities Act”), the Exchange Act and the Xxxxxxxx-Xxxxx Act of 2002 (the “Sarbanes Oxley Act”), as the case may be, and the applicable rules and regulations promulgated thereunder, each as in effect on the date of any such filing. As of the time of filing with the SEC, none of the Parent SEC (or, if amended Reports so filed or superseded prior that will be filed subsequent to the date of this AgreementAgreement contained or will contain, as of the date of such amendment or superseding filing)case may be, none of the Company SEC Reports so filed contained (taking into account all amendments and supplements thereto filed prior to the date hereof) any untrue statement of a material fact or omitted to state any material fact required to be stated or incorporated by reference therein or necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading; provided, however, that no representation is made as except to the accuracy of any financial projections extent that the information in such Parent SEC Report has been amended or forward looking statementssuperseded by a later Parent SEC Report filed prior to the date hereof.

SEC Filings; Financial Statements; Undisclosed Liabilities. (a) Each of Purchaser has timely filed with or furnished to, as applicable, the CompanySEC all registration statements, Public Service Company of New Mexico (“PNM”), Texas-New Mexico Power Company (“TNMP”) and each other subsidiary of the Company (if any) required to make such filings has filed or furnished, on a timely basis, all formsprospectuses, reports, schedules, statements (including definitive proxy forms, statements), certifications and other documents (including all exhibits and all other information incorporated therein, amendments and supplements theretoby reference) in each case required to be filed or furnished by the Company, PNM, TNMP or such other subsidiary, as applicable, with the U.S. Securities and Exchange Commission (the “SEC”) since the Applicable Date through the date hereof (all such forms, reports, schedules, statements, and other documents filed or furnished it with the SEC since January 1, 2016 (the Applicable Date"Purchaser SEC Documents"). True, including those filed or furnished after correct, and complete copies of all the date hereof and including all exhibits and other information incorporated therein, amendments and supplements thereto, collectively, the “Company Purchaser SEC Reports”)Documents are publicly available on EXXXX. As of their respective dates, filing dates or, if amended or superseded by a subsequent filing made prior to the date of this Agreementhereof, as of the date of the last such amendment or superseding filing prior to (and, in the date case of this Agreementregistration statements and proxy statements, on the Company dates of effectiveness and the dates of the relevant meetings, respectively), each of the Purchaser SEC Reports Documents complied as to form in all material respects with the applicable requirements of the Securities Act of 1933, as amended (the “Securities Act”), the Exchange Act and the Xxxxxxxx-Xxxxx Act of 2002 (the “Sarbanes Oxley Act”), as the case may be, and the applicable Sxxxxxxx-Xxxxx Act, and the rules and regulations promulgated thereunder, each as in effect on the date of any such filing. As of the SEC thereunder applicable to such Purchaser SEC Documents. None of the Purchaser SEC Documents, including any financial statements, schedules, or exhibits included or incorporated by reference therein at the time of filing with the SEC they were filed (or, if amended or superseded by a subsequent filing prior to the date of this Agreementhereof, as of the date of the last such amendment or superseding filing), none of the Company SEC Reports so filed contained (taking into account all amendments and supplements thereto filed prior to the date hereof) any untrue statement of a material fact or omitted to state any a material fact required to be stated or incorporated by reference therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading; provided. None of the Purchaser SEC Documents is the subject of ongoing SEC review or outstanding SEC investigation and there are no outstanding or unresolved comments received from the SEC with respect to any of the Purchaser SEC Documents. None of Purchaser’s subsidiaries is required to file or furnish any forms, howeverreports, that no representation is made as to or other documents with the accuracy of any financial projections or forward looking statementsSEC.

SEC Filings; Financial Statements; Undisclosed Liabilities. (a) Each of the Company, Public Service The Company of New Mexico (“PNM”), Texas-New Mexico Power Company (“TNMP”) and each other subsidiary of the Company (if any) required to make such filings has filed or furnished, on a timely basis, furnished all forms, reports, schedules, statements (including definitive proxy statements), certifications and other documents (including all exhibits and other information incorporated therein, amendments amendments, schedules and supplements thereto) in each case required to be filed or furnished on or prior to the date hereof by the Company, PNM, TNMP or such other subsidiary, as applicable, it with the U.S. Securities and Exchange Commission (the “SEC”) since January 1, 2019 (the “Applicable Date through the date hereof Date”) (all such forms, reports, schedules, statements, certificates and other documents filed or furnished with the SEC since the Applicable Date, including those filed or furnished after the date hereof and including all exhibits and other information incorporated therein, amendments amendments, schedules and supplements thereto, collectively, the “Company SEC Reports”). As of their respective SEC filing dates, or, if amended or superseded by a subsequent filing made prior to the date of this Agreement, as of the date of the last such amendment or superseding filing prior to the date of this Agreement, the Company SEC Reports complied as to form in all material respects with the applicable requirements of the Securities Act of 1933, as amended (the “Securities Act”), the Exchange Act and the Xxxxxxxx-Xxxxx Act of 2002 (the “Sarbanes Oxley Act”)2002, as the case may be, and the applicable rules and regulations promulgated thereunder, each as in effect on the date of any such filing. As of the time of filing with the SEC (or, if amended or superseded prior to the date of this Agreement, as of the date of such amendment or superseding filingamendment), none of the Company SEC Reports so filed contained (taking into account all amendments and supplements thereto filed prior to the date hereof) contained, when filed, any untrue statement of a material fact or omitted to state any material fact required to be stated or incorporated by reference therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading, except to the extent that the information in such SEC Reports has been amended or superseded by a later SEC Report filed prior to the date of this Agreement; provided, however, that no representation is made as to the accuracy of any financial projections or forward forward-looking statementsstatements or the completeness of any information furnished by the Company to the SEC solely for purposes of complying with Regulation FD under the Exchange Act.

SEC Filings; Financial Statements; Undisclosed Liabilities. (a) Each of the Company, Public Service The Company of New Mexico (“PNM”), Texas-New Mexico Power Company (“TNMP”) and each other subsidiary of the Company (if any) required to make such filings has timely filed or furnished, on a timely basis, otherwise furnished all forms, reports, schedules, statements (including definitive proxy statements), certifications and other documents (including all exhibits and other information incorporated therein, amendments and supplements thereto) in each case required to be filed or furnished by the Company, PNM, TNMP or such other subsidiary, as applicable, it with the U.S. Securities and Exchange Commission SEC since January 1, 2017 (the “SECApplicable Date”) since the Applicable Date through the date hereof (all such forms, reports, schedules, statements, certificates and other documents filed or furnished with the SEC since the Applicable Date, including and those filed or furnished after subsequent to the date hereof and hereof, including all exhibits and other information incorporated therein, amendments and supplements thereto, collectively, the “Company SEC Reports”). As of their respective filing dates, or, if amended or superseded by a subsequent filing made prior to the date of this Agreement, as of the date of the last such amendment or superseding filing prior to the date of this Agreement, the Company SEC Reports complied as to form or will comply in all material respects with the applicable requirements of the Securities Act of 1933, as amended (the “Securities Act”), the Exchange Act and the Xxxxxxxx-Xxxxx Sarbanes Oxley Act of 2002 (the “Sarbanes Oxley Act”), as the case may be, and the applicable rules and regulations promulgated thereunder, each as in effect on the date of any such filing. As of the time of filing with the SEC (or, if amended or superseded prior to the date of this Agreement, as of the date of such amendment or superseding filingamendment), none of the Company SEC Reports so filed contained (taking into account all amendments and supplements thereto filed prior to the date hereof) contained, when filed, any untrue statement of a material fact or omitted to state any material fact required to be stated or incorporated by reference therein or necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading; provided, however, that no representation is made as except to the accuracy extent that the information in such SEC Reports has been amended or superseded by a later SEC Report filed at least one (1) Business Day prior to the date of any financial projections this Agreement. Since the Applicable Date, the Company has been in compliance in all material respects with the applicable listing and corporate governance rules and regulations of the New York Stock Exchange. None of the Company’s subsidiaries is, as of the date hereof, or forward looking statementshas been since the Applicable Date, subject to the reporting requirements of Section 13 or 15(b) of the Exchange Act.

SEC Filings; Financial Statements; Undisclosed Liabilities. (a) Each of the Company, Public Service The Company of New Mexico (“PNM”), Texas-New Mexico Power Company (“TNMP”) and each other subsidiary of the Company (if any) required to make such filings has timely filed or furnished, on a timely basis, otherwise furnished all material forms, reports, schedules, statements (including definitive proxy statements), certifications and other documents (including all exhibits and other information incorporated therein, amendments and supplements thereto) in each case required to be filed or furnished by the Company, PNM, TNMP or such other subsidiary, as applicable, it with the U.S. Securities and Exchange Commission (the “SEC”) since February 28, 2016 (the “Company Applicable Date through the date hereof Date”) (all such forms, reports, schedules, statements, certificates and other documents filed or furnished with the SEC since the Company Applicable Date, including those filed or furnished after the date hereof and including all exhibits and other information incorporated therein, amendments and supplements thereto, collectively, the “Company SEC Reports”). As of their respective filing dates, or, if amended or superseded by a subsequent filing made prior to the date of this Agreement, as of the date of the last such amendment or superseding filing prior to the date of this Agreement, the Company SEC Reports complied as to form in all material respects with the applicable requirements of the Securities Act of 1933, as amended (the “Securities Act”), the Exchange Act and the Xxxxxxxx-Xxxxx Act of 2002 (the “Sarbanes Oxley ActXxxxxxxx-Xxxxx”), as the case may be, and the applicable rules and regulations promulgated thereunder, each as in effect on the date of any such filing. As of the time of filing with the SEC (or, if amended or superseded prior to the date of this Agreement, as of the date of such amendment or superseding filingamendment), none of the Company SEC Reports so filed contained (taking into account all amendments and supplements thereto filed prior to the date hereof) contained, when filed, any untrue statement of a material fact or omitted to state any material fact required to be stated or incorporated by reference therein or necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading; provided, however, that no representation is made as except to the accuracy extent that the information in such Company SEC Reports has been amended or superseded by a later Company SEC Report filed prior to the date of this Agreement. Since the Company Applicable Date, the Company has been in compliance in all material respects with the applicable listing and corporate governance rules and regulations of the NYSE. None of the Company’s subsidiaries is as of the date hereof, or has been since the Company Applicable Date, subject to the reporting requirements of Section 13 or 15(d) of the Exchange Act. The Company has made available to Parent true and complete copies of all written comment letters from the staff of the SEC received since the Company Applicable Date and prior to the date hereof relating to the Company SEC Reports and all written responses of the Company thereto prior to the date hereof, other than with respect to requests for confidential treatment or which are otherwise publicly available on XXXXX. To the knowledge of the Company, there are no outstanding or unresolved comments in comment letters received prior to the date hereof from the SEC staff with respect to any financial projections or forward looking statementsCompany SEC Reports and none of the Company SEC Reports is the subject of ongoing SEC review.

SEC Filings; Financial Statements; Undisclosed Liabilities. (a) Each of Purchaser has timely filed with or furnished to, as applicable, the CompanySEC all registration statements, Public Service Company of New Mexico (“PNM”), Texas-New Mexico Power Company (“TNMP”) and each other subsidiary of the Company (if any) required to make such filings has filed or furnished, on a timely basis, all formsprospectuses, reports, schedules, statements (including definitive proxy forms, statements), certifications and other documents (including all exhibits and all other information incorporated therein, amendments and supplements theretoby reference) in each case required to be filed or furnished by the Company, PNM, TNMP or such other subsidiary, as applicable, with the U.S. Securities and Exchange Commission (the “SEC”) since the Applicable Date through the date hereof (all such forms, reports, schedules, statements, and other documents filed or furnished it with the SEC since the Applicable DateJanuary 1, including those filed or furnished after the date hereof and including all exhibits and other information incorporated therein, amendments and supplements thereto, collectively, 2017 (the “Company Purchaser SEC ReportsDocuments”). True, correct, and complete copies of all the Purchaser SEC Documents are publicly available on EXXXX. As of their respective dates, filing dates or, if amended or superseded by a subsequent filing made prior to the date of this Agreementhereof, as of the date of the last such amendment or superseding filing prior to (and, in the date case of this Agreementregistration statements and proxy statements, on the Company dates of effectiveness and the dates of the relevant meetings, respectively), each of the Purchaser SEC Reports Documents complied as to form in all material respects with the applicable requirements of the Securities Act of 1933, as amended (the “Securities Act”), the Exchange Act and the Xxxxxxxx-Xxxxx Act of 2002 (the “Sarbanes Oxley Act”), as the case may be, and the applicable Sxxxxxxx-Xxxxx Act, and the rules and regulations promulgated thereunder, each as in effect on the date of any such filing. As of the SEC thereunder applicable to such Purchaser SEC Documents. None of the Purchaser SEC Documents, including any financial statements, schedules, or exhibits included or incorporated by reference therein at the time of filing with the SEC they were filed (or, if amended or superseded by a subsequent filing prior to the date of this Agreementhereof, as of the date of the last such amendment or superseding filing), none of the Company SEC Reports so filed contained (taking into account all amendments and supplements thereto filed prior to the date hereof) any untrue statement of a material fact or omitted to state any a material fact required to be stated or incorporated by reference therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading; provided. To the Knowledge of Purchaser, howevernone of the Purchaser SEC Documents is the subject of ongoing SEC review or outstanding SEC investigation and there are no outstanding or unresolved comments received from the SEC with respect to any of the Purchaser SEC Documents. None of Purchaser’s subsidiaries is required to file or furnish any forms, that no representation is made as to reports, or other documents with the accuracy of any financial projections or forward looking statementsSEC.

SEC Filings; Financial Statements; Undisclosed Liabilities. (a) Each of the Company, Public Service The Company of New Mexico (“PNM”), Texas-New Mexico Power Company (“TNMP”) and each other subsidiary of the Company (if any) required to make such filings has timely filed or furnished, on a timely basis, otherwise furnished all material forms, reports, schedules, statements (including definitive proxy statements), certifications and other documents (including all exhibits and other information incorporated therein, amendments and supplements thereto) in each case required to be filed or furnished by the Company, PNM, TNMP or such other subsidiary, as applicable, it with the U.S. Securities and Exchange Commission (the “SEC”) since March 3, 2012 (the “Applicable Date through the date hereof Date”) (all such forms, reports, schedules, statements, certificates and other documents filed or furnished with the SEC since the Applicable Date, including those filed or furnished after the date hereof and including all exhibits and other information incorporated therein, amendments and supplements thereto, collectively, the “Company SEC Reports”). As of their respective filing dates, or, if amended or superseded by a subsequent filing made prior to the date of this Agreement, as of the date of the last such amendment or superseding filing prior to the date of this Agreement, the Company SEC Reports complied as to form in all material respects with the applicable requirements of the Securities Act of 1933, as amended (the “Securities Act”), the Exchange Act and the Xxxxxxxx-Xxxxx Act of 2002 (the “Sarbanes Oxley Act”)2002, as the case may be, and the applicable rules and regulations promulgated thereunder, each as in effect on the date of any such filing. As of the time of filing with the SEC (or, if amended or superseded prior to the date of this Agreement, as of the date of such amendment or superseding filingamendment), none of the Company SEC Reports so filed contained (taking into account all amendments and supplements thereto filed prior to the date hereof) contained, when filed, any untrue statement of a material fact or omitted to state any material fact required to be stated or incorporated by reference therein or necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading; provided, however, that no representation is made as except to the accuracy extent that the information in such SEC Reports has been amended or superseded by a later SEC Report filed prior to the date of any financial projections this Agreement. Since the Applicable Date, the Company has been in compliance in all material respects with the applicable listing and corporate governance rules and regulations of the NYSE. None of the Company’s subsidiaries is as of the date hereof, or forward looking statementshas been since the Applicable Date, subject to the reporting requirements of Section 13 or 15(b) of the Exchange Act.

SEC Filings; Financial Statements; Undisclosed Liabilities. (a) Each of the CompanyParent and Albertsons Companies, Public Service Company of New Mexico (“PNM”), Texas-New Mexico Power Company (“TNMP”) and each other subsidiary of the Company (if any) required to make such filings LLC has timely filed or furnished, on a timely basis, otherwise furnished all material forms, reports, schedules, statements (including definitive proxy statements), certifications and other documents (including all exhibits and other information incorporated therein, amendments and supplements thereto) in each case required to be filed or furnished by the Company, PNM, TNMP or such other subsidiary, as applicable, it with the U.S. Securities and Exchange Commission SEC since February 28, 2016 (the “SECParent Applicable Date”) since the Applicable Date through the date hereof (all such forms, reports, schedules, statements, certificates and other documents filed or furnished with the SEC since the Parent Applicable Date, including those filed or furnished after the date hereof and including all exhibits and other information incorporated therein, amendments and supplements thereto, collectively, the “Company Parent SEC Reports”). As of their respective filing dates, or, if amended or superseded by a subsequent filing made prior to the date of this Agreement, as of the date of the last such amendment or superseding filing prior to the date of this Agreement, the Company Parent SEC Reports complied as to form in all material respects with the applicable requirements of the Securities Act of 1933, as amended (the “Securities Act”), the Exchange Act and the Xxxxxxxx-Xxxxx Act of 2002 (the “Sarbanes Oxley Act”)Xxxxx, as the case may be, and the applicable rules and regulations promulgated thereunder, each as in effect on the date of any such filing. As of the time of filing with the SEC (or, if amended or superseded prior to the date of this Agreement, as of the date of such amendment or superseding filingamendment), none of the Company Parent SEC Reports so filed contained (taking into account all amendments and supplements thereto filed prior to the date hereof) contained, when filed, any untrue statement of a material fact or omitted to state any material fact required to be stated or incorporated by reference therein or necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading; provided, however, that no representation is made as except to the accuracy extent that the information in such Parent SEC Reports has been amended or superseded by a later Parent SEC Report filed prior to the date of this Agreement. Other than the subsidiaries listed on Section 4.7(a) of the Parent Disclosure Schedule, none of Parent’s subsidiaries is as of the date hereof, or has been since the Parent Applicable Date, subject to the reporting requirements of Section 13 or 15(d) of the Exchange Act. Parent has made available to the Company true and complete copies of all written comment letters from the staff of the SEC received since the Parent Applicable Date and prior to the date hereof relating to the Parent SEC Reports and all written responses of Parent and Albertsons Companies, LLC thereto prior to the date hereof, other than with respect to requests for confidential treatment or which are otherwise publicly available on XXXXX. To the knowledge of Parent, there are no outstanding or unresolved comments in comment letters received prior to the date hereof from the SEC staff with respect to any financial projections or forward looking statementsParent SEC Reports and none of the Parent SEC Reports is the subject of ongoing SEC review.

SEC Filings; Financial Statements; Undisclosed Liabilities. (a) Each of the Company, Public Service The Company of New Mexico (“PNM”), Texas-New Mexico Power Company (“TNMP”) and each other subsidiary of the Company (if any) required to make such filings has filed or furnished, on a timely basis, otherwise transmitted or furnished all forms, reports, schedules, statements (including definitive proxy statements), certifications and other documents (including all exhibits and other information incorporated therein, amendments and supplements thereto) in each case required to be filed or furnished by the Company, PNM, TNMP or such other subsidiary, as applicable, it with the U.S. Securities and Exchange Commission (the “"SEC”") since January 1, 2014 (the "Applicable Date Date") through the date hereof (all such forms, reports, schedules, statements, certificates and other documents filed or furnished with the SEC since the Applicable Date, including those filed or furnished after the date hereof and including all exhibits and other information incorporated therein, amendments and supplements thereto, collectively, the “Company "SEC Reports”"). As of their respective dates, or, if amended or superseded by a subsequent filing made prior to the date of this Agreement, as of the date of the last such amendment or superseding filing prior to the date of this Agreement, the Company SEC Reports complied complied, or if filed after the date hereof will comply, as to form in all material respects with the applicable requirements of the Securities Act of 1933, as amended (the “"Securities Act”"), the Exchange Act and the Xxxxxxxx-Xxxxx Act of 2002 (the “"Sarbanes Oxley Act”"), as the case may be, and the applicable rules and regulations promulgated thereunder, each as in effect on the date of any such filing. As of the time of filing with the SEC (or, if amended or superseded prior to the date of this Agreement, as of the date of such amendment or superseding filingamendment), none of the Company SEC Reports so filed contained (taking into account all amendments and supplements thereto contained, when filed, or if filed prior to after the date hereof) hereof will contain, any untrue statement of a material fact or omitted to state any material fact required to be stated or incorporated by reference therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading; provided, however, that no representation is made as except to the accuracy extent that the information in such SEC Reports has been amended or superseded by a later SEC Report filed prior to the date of any financial projections or forward looking statementsthis Agreement.

SEC Filings; Financial Statements; Undisclosed Liabilities. (a) Each of SEC Filings. Aytu has timely filed with or furnished to, as applicable, the CompanySEC all registration statements, Public Service Company of New Mexico (“PNM”), Texas-New Mexico Power Company (“TNMP”) and each other subsidiary of the Company (if any) required to make such filings has filed or furnished, on a timely basis, all formsprospectuses, reports, schedules, statements (including definitive proxy forms, statements), certifications and other documents (including all exhibits and all other information incorporated therein, amendments and supplements theretoby reference) in each case required to be filed or furnished by the Company, PNM, TNMP or such other subsidiary, as applicable, with the U.S. Securities and Exchange Commission (the “SEC”) since the Applicable Date through the date hereof (all such forms, reports, schedules, statements, and other documents filed or furnished it with the SEC since January 1, 2017 (the Applicable Date"Aytu SEC Documents"). True, including those filed or furnished after correct, and complete copies of all the date hereof and including all exhibits and other information incorporated therein, amendments and supplements thereto, collectively, the “Company Aytu SEC Reports”)Documents are publicly available on EXXXX. As of their respective dates, filing dates or, if amended or superseded by a subsequent filing made prior to the date of this Agreementhereof, as of the date of the last such amendment or superseding filing prior to (and, in the date case of this Agreementregistration statements and proxy statements, on the Company dates of effectiveness and the dates of the relevant meetings, respectively), each of the Aytu SEC Reports Documents complied as to form in all material respects with the applicable requirements of the Securities Act of 1933, as amended (the “Securities Act”), the Exchange Act and the Xxxxxxxx-Xxxxx Act of 2002 (the “Sarbanes Oxley Act”), as the case may be, and the applicable Sxxxxxxx-Xxxxx Act, and the rules and regulations promulgated thereunder, each as in effect on the date of any such filing. As of the SEC thereunder applicable to such Aytu SEC Documents. None of the Aytu SEC Documents, including any financial statements, schedules, or exhibits included or incorporated by reference therein at the time of filing with the SEC they were filed (or, if amended or superseded by a subsequent filing prior to the date of this Agreementhereof, as of the date of the last such amendment or superseding filing), none of the Company SEC Reports so filed contained (taking into account all amendments and supplements thereto filed prior to the date hereof) any untrue statement of a material fact or omitted to state any a material fact required to be stated or incorporated by reference therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading; provided. To the Knowledge of Aytu, howevernone of the Aytu SEC Documents is the subject of ongoing SEC review or outstanding SEC investigation and there are no outstanding or unresolved comments received from the SEC with respect to any of the Aytu SEC Documents. None of Aytu's Subsidiaries is required to file or furnish any forms, that no representation is made as to reports, or other documents with the accuracy of any financial projections or forward looking statementsSEC.

SEC Filings; Financial Statements; Undisclosed Liabilities. (a) Each of the Company, Public Service The Company of New Mexico (“PNM”), Texas-New Mexico Power Company (“TNMP”) and each other subsidiary of the Company (if any) required to make such filings has filed or furnished, on a timely basis, otherwise transmitted or furnished all forms, reports, schedules, statements (including definitive proxy statements), certifications and other documents (including all exhibits and other information incorporated therein, amendments and supplements thereto) in each case required to be filed or furnished by the Company, PNM, TNMP or such other subsidiary, as applicable, it with the U.S. Securities and Exchange Commission (the “SEC”) since January 1, 2014 (the “Applicable Date Date”) through the date hereof (all such forms, reports, schedules, statements, certificates and other documents filed or furnished with the SEC since the Applicable Date, including those filed or furnished after the date hereof and including all exhibits and other information incorporated therein, amendments and supplements thereto, collectively, the “Company SEC Reports”). As of their respective dates, or, if amended or superseded by a subsequent filing made prior to the date of this Agreement, as of the date of the last such amendment or superseding filing prior to the date of this Agreement, the Company SEC Reports complied complied, or if filed after the date hereof will comply, as to form in all material respects with the applicable requirements of the Securities Act of 1933, as amended (the “Securities Act”), the Exchange Act and the Xxxxxxxx-Xxxxx Act of 2002 (the “Sarbanes Oxley Act”), as the case may be, and the applicable rules and regulations promulgated thereunder, each as in effect on the date of any such filing. As of the time of filing with the SEC (or, if amended or superseded prior to the date of this Agreement, as of the date of such amendment or superseding filingamendment), none of the Company SEC Reports so filed contained (taking into account all amendments and supplements thereto contained, when filed, or if filed prior to after the date hereof) hereof will contain, any untrue statement of a material fact or omitted to state any material fact required to be stated or incorporated by reference therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading; provided, however, that no representation is made as except to the accuracy extent that the information in such SEC Reports has been amended or superseded by a later SEC Report filed prior to the date of any financial projections or forward looking statementsthis Agreement.

SEC Filings; Financial Statements; Undisclosed Liabilities. (a) Each of the Company, Public Service The Company of New Mexico (“PNM”), Texas-New Mexico Power Company (“TNMP”) and each other subsidiary of the Company (if any) required to make such filings has filed or furnished, on a timely basis, all forms, reports, schedules, statements (including definitive proxy statements), certifications and other documents (including all exhibits and other information incorporated therein, amendments and supplements thereto) in each case required to be filed by it with, or furnished by the Companyit to, PNM, TNMP or such other subsidiary, as applicable, with the U.S. Securities and Exchange Commission (the “SEC”) since the Applicable Date through the date hereof (all such forms, reports, schedules, statements, certificates and other documents filed or furnished with the SEC since the Applicable Date, including those filed or furnished after the date hereof and including all exhibits and other information incorporated therein, amendments and supplements thereto, collectively, the “Company SEC Reports”). As of their respective SEC filing dates, or, if amended or superseded by a subsequent filing made prior to the date of this Agreement, as of the date of the last such amendment or superseding filing prior to the date of this Agreement, the Company SEC Reports complied as to form in all material respects with the applicable requirements of the Securities Act of 1933, as amended 1933 (the “Securities Act”), the Exchange Act and the Xxxxxxxx-Xxxxx Act of 2002 (the “Sarbanes Oxley Act”)2002, as the case may be, and the applicable rules and regulations promulgated thereunder, each as in effect on the date of any such filing. As of the time of filing with the SEC (or, if amended or superseded prior to the date of this Agreement, as of the date of such amendment or superseding filingamendment), none of the Company SEC Reports so filed contained (taking into account all amendments and supplements thereto filed prior to the date hereof) contained, when filed, any untrue statement of a material fact or omitted to state any material fact required to be stated or incorporated by reference therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading; provided, however, that no representation is made as except to the accuracy extent that the information in such SEC Reports has been amended or superseded by a later SEC Report filed prior to the date of any financial projections this Agreement. As of the date hereof, (i) there are no material outstanding or forward looking statementsunresolved comments in comment letters received from the SEC or its staff and (ii) none of the subsidiaries of the Company is subject to the reporting requirements of Section 13a or 15d of the Exchange Act since the Applicable Date.

SEC Filings; Financial Statements; Undisclosed Liabilities. (a) Each of the Company, Public Service The Company of New Mexico (“PNM”), Texas-New Mexico Power Company (“TNMP”) and each other subsidiary of the Company (if any) required to make such filings has timely filed or furnished, on a timely basis, furnished all forms, reports, schedules, statements (including definitive proxy statements), certifications and other documents (including all exhibits and other information incorporated therein, amendments and supplements thereto) in each case required to be filed or furnished on or prior to the date hereof by the Company, PNM, TNMP or such other subsidiary, as applicable, it with the U.S. Securities and Exchange Commission (the “SEC”) since January 1, 2017 (the “Applicable Date Date”) through the date hereof (all such forms, reports, schedules, statements, certificates and other documents filed or furnished with the SEC since the Applicable Date, including those filed or furnished after the date hereof and including all exhibits and other information incorporated therein, amendments and supplements thereto, collectively, the “Company SEC Reports”). As of their respective SEC filing dates, or, if amended or superseded by a subsequent filing made prior to the date of this Agreement, as of the date of the last such amendment or superseding filing prior to the date of this Agreement, the Company SEC Reports complied as to form in all material respects with the applicable requirements of the Securities Act of 1933, as amended (the “Securities Act”), the Exchange Act and the Xxxxxxxx-Xxxxx Act of 2002 (the “Sarbanes Oxley Act”)2002, as the case may be, and the applicable rules and regulations promulgated thereunder, each as in effect on the date of any such filing. As of the time of filing with the SEC (or, if amended or superseded prior to the date of this Agreement, as of the date of such amendment or superseding filingamendment), none of the Company SEC Reports so filed contained (taking into account all amendments and supplements thereto filed prior to the date hereof) contained, when filed, any untrue statement of a material fact or omitted to state any material fact required to be stated or incorporated by reference therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading; provided, however, that no representation is made as except to the accuracy extent that the information in such SEC Reports has been amended or superseded by a later SEC Report filed prior to the date of this Agreement. Since the Applicable Date, the Company has been in compliance in all material respects with the applicable listing and corporate governance rules and regulations of the New York Stock Exchange. As of the date hereof, there are no outstanding or unresolved comments in comment letters received from the SEC with respect to any financial projections or forward looking statements.of the SEC Reports. None of the Company’s subsidiaries is required to file periodic reports with the SEC pursuant to the Exchange Act. Table of Contents

SEC Filings; Financial Statements; Undisclosed Liabilities. (a) Each of the Company, Public Service The Company of New Mexico (“PNM”), Texas-New Mexico Power Company (“TNMP”) and each other subsidiary of the Company (if any) required to make such filings has its subsidiaries have filed or furnished, on a timely basis, all forms, reports, schedules, statements (including definitive proxy statements), certifications and other documents (including all exhibits and other information incorporated therein, amendments and supplements thereto) in each case required to be filed or furnished by the Company, PNM, TNMP or such other subsidiary, as applicable, them with the U.S. Securities and Exchange Commission (the “SEC”) since the Applicable Date through the date hereof January 1, 2004 (all such forms, reports, schedules, statements, certificates and other documents filed or furnished with the SEC since the Applicable DateJanuary 1, 2004, including those filed or furnished after the date hereof and including all exhibits and other information incorporated therein, any amendments and supplements thereto, collectively, the “Company SEC Reports”). As of their respective dates, or, if amended or superseded by a subsequent filing made prior to the date of this Agreement, as of the date of the last such amendment or superseding filing prior to the date of this Agreement, the Company SEC Rep orts complied, and each of the SEC Reports complied as filed subsequent to form the date of this Agreement will comply, in all material respects with the applicable requirements of the Securities Act of 1933, as amended (the “Securities Act”), the Exchange Act and the Xxxxxxxx-Xxxxx Act of 2002 (the “Sarbanes Oxley Xxxxxxxx-Xxxxx Act”), as the case may be, and the applicable rules and regulations promulgated thereunder, each as in effect on the date of any such filing. As of the time of filing with the SEC, none of the SEC (or, if amended Reports so filed or superseded prior that will be filed subsequent to the date of this AgreementAgreement contained or will contain, as of the date of such amendment or superseding filing)case may be, none of the Company SEC Reports so filed contained (taking into account all amendments and supplements thereto filed prior to the date hereof) any untrue statement of a material fact or omitted to state any material fact required to be stated or incorporated by reference therein or necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading; provided, however, that no representation is made as except to the accuracy extent that the information in such SEC Reports has been amended or superseded by a later SEC Reports filed prior to the date of any financial projections or forward looking statementsthis Agreement.

SEC Filings; Financial Statements; Undisclosed Liabilities. (a) Each of SEC Filings. Aytu has timely filed with or furnished to, as applicable, the CompanySEC all registration statements, Public Service Company of New Mexico (“PNM”), Texas-New Mexico Power Company (“TNMP”) and each other subsidiary of the Company (if any) required to make such filings has filed or furnished, on a timely basis, all formsprospectuses, reports, schedules, statements (including definitive proxy forms, statements), certifications and other documents (including all exhibits and all other information incorporated therein, amendments and supplements theretoby reference) in each case required to be filed or furnished by the Company, PNM, TNMP or such other subsidiary, as applicable, with the U.S. Securities and Exchange Commission (the “SEC”) since the Applicable Date through the date hereof (all such forms, reports, schedules, statements, and other documents filed or furnished it with the SEC since January 1, 2017 (the Applicable Date"Aytu SEC Documents"). True, including those filed or furnished after correct, and complete copies of all the date hereof and including all exhibits and other information incorporated therein, amendments and supplements thereto, collectively, the “Company Aytu SEC Reports”)Documents are publicly available on XXXXX. As of their respective dates, filing dates or, if amended or superseded by a subsequent filing made prior to the date of this Agreementhereof, as of the date of the last such amendment or superseding filing prior to (and, in the date case of this Agreementregistration statements and proxy statements, on the Company dates of effectiveness and the dates of the relevant meetings, respectively), each of the Aytu SEC Reports Documents complied as to form in all material respects with the applicable requirements of the Securities Act of 1933, as amended (the “Securities Act”), the Exchange Act Act, and the Xxxxxxxx-Xxxxx Act of 2002 (the “Sarbanes Oxley Act”), as the case may be, and the applicable rules and regulations promulgated thereunder, each as in effect on the date of any such filing. As of the SEC thereunder applicable to such Aytu SEC Documents. None of the Aytu SEC Documents, including any financial statements, schedules, or exhibits included or incorporated by reference therein at the time of filing with the SEC they were filed (or, if amended or superseded by a subsequent filing prior to the date of this Agreementhereof, as of the date of the last such amendment or superseding filing), none of the Company SEC Reports so filed contained (taking into account all amendments and supplements thereto filed prior to the date hereof) any untrue statement of a material fact or omitted to state any a material fact required to be stated or incorporated by reference therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading; provided. To the Knowledge of Aytu, howevernone of the Aytu SEC Documents is the subject of ongoing SEC review or outstanding SEC investigation and there are no outstanding or unresolved comments received from the SEC with respect to any of the Aytu SEC Documents. None of Aytu's Subsidiaries is required to file or furnish any forms, that no representation is made as to reports, or other documents with the accuracy of any financial projections or forward looking statementsSEC.

SEC Filings; Financial Statements; Undisclosed Liabilities. (a) Each of the CompanyExcept as set forth on Schedule 4.8, Public Service tThe Company of New Mexico (“PNM”), Texas-New Mexico Power Company (“TNMP”) and each other subsidiary of the Company (if any) required to make such has made all filings has filed or furnished, on a timely basis, all forms, reports, schedules, statements (including definitive proxy statements), certifications and other documents (including all exhibits and other information incorporated therein, amendments and supplements thereto) in each case required to be filed or furnished by made under the Company, PNM, TNMP or such other subsidiary, as applicable, with Exchange Act and the U.S. Securities and Exchange Commission (the “SEC”) since the Applicable Date through the date hereof (all such forms, reports, schedules, statements, and other documents filed or furnished Act with the SEC since December 31, 1995 (the Applicable Date, including those filed or furnished after the date hereof and including all exhibits and other information incorporated therein, amendments and supplements thereto, collectively, the “Company "SEC Reports”Filings"). As of their respective dates, or, if amended or superseded by a subsequent filing made prior to the date of this Agreement, as of the date of the last such amendment or superseding filing prior to the date of this Agreement, the Company SEC Reports Filings complied as to form in all material respects with the applicable requirements of the Securities Act of 1933Act, as amended (the “Securities Act”), or the Exchange Act and the Xxxxxxxx-Xxxxx Act of 2002 (the “Sarbanes Oxley Act”), as the case may be, and the applicable rules and regulations promulgated thereunder, each as in effect on the date of any such filing. As of the time of filing with SEC promulgated thereunder applicable to such SEC Filings, and the SEC (or, if amended or superseded prior to the date of this Agreement, as of the date of such amendment or superseding filing), none of the Company SEC Reports so filed contained (taking into account all amendments and supplements thereto filed prior to the date hereof) Filings did not contain any untrue statement of a material fact or omitted omit to state any a material fact required to be stated or incorporated by reference therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading; provided. Except as set forth on Schedule 4.8, however, that no representation is made the financial statements set forth in the SEC Filings comply as to form in all material respects with applicable accounting requirements and the accuracy published rules and regulations of the SEC promulgated under the Securities Act or the Exchange Act, as the case may be, and have been prepared in accordance with generally accepted accounting principles applied on a consistent basis during the periods involved (except as may be indicated in the notes to such financial statements) and fairly present in all material respects the consolidated financial position of the Company and its Subsidiaries at the respective dates thereof and the consolidated results of operations and cash flows for the respective periods then ended (subject, in the case of unaudited interim financial statements, to exceptions permitted by Form 10-Q under the Exchange Act and to normal year-end adjustments). As of August 30, 1997, neither the Company nor any of its Subsidiaries had, and since such date neither the Company nor any of its Subsidiaries has incurred, any liabilities of any nature, whether accrued, absolute, contingent or otherwise, whether due or to become due that are required to be recorded or reflected on a consolidated balance sheet of the Company under generally accepted accounting principles, except (i) liabilities that have arisen since August 31, 1997 in the ordinary course of business, (ii) liabilities that are reflected or reserved against or disclosed in the financial projections statements of the Company included in the SEC Filings, (iii) liabilities that would not, individually or forward looking statementsin the aggregate, have a Company Material Adverse Effect or (iv) as otherwise disclosed to LLC in writing on or prior to the date hereof.

SEC Filings; Financial Statements; Undisclosed Liabilities. (a) Each of Parent has timely filed with or furnished to, as applicable, the CompanySEC all registration statements, Public Service Company of New Mexico (“PNM”), Texas-New Mexico Power Company (“TNMP”) and each other subsidiary of the Company (if any) required to make such filings has filed or furnished, on a timely basis, all formsprospectuses, reports, schedules, statements (including definitive proxy forms, statements), certifications and other documents (including all exhibits and all other information incorporated therein, amendments and supplements theretoby reference) in each case required to be filed or furnished by the Company, PNM, TNMP or such other subsidiary, as applicable, with the U.S. Securities and Exchange Commission (the “SEC”) since the Applicable Date through the date hereof (all such forms, reports, schedules, statements, and other documents filed or furnished it with the SEC since the Applicable DateSeptember 30, including those filed or furnished after the date hereof and including all exhibits and other information incorporated therein, amendments and supplements thereto, collectively, 2018 (the “Company Parent SEC ReportsDocuments”). True, correct, and complete copies of all the Parent SEC Documents are publicly available on XXXXX. As of their respective dates, filing dates or, if amended or superseded by a subsequent filing made prior to the date of this Agreementhereof, as of the date of the last such amendment or superseding filing prior to (and, in the date case of this Agreementregistration statements and proxy statements, on the Company dates of effectiveness and the dates of the relevant meetings, respectively), each of the Parent SEC Reports Documents complied as to form in all material respects with the applicable requirements of the Securities Act of 1933, as amended (the “Securities Act”), the Exchange Act Act, and the Xxxxxxxx-Xxxxx Act of 2002 (the “Sarbanes Oxley Act”), as the case may be, and the applicable rules and regulations promulgated thereunder, each as in effect on the date of any such filing. As of the SEC thereunder applicable to such Parent SEC Documents. None of the Parent SEC Documents, including any financial statements, schedules, or exhibits included or incorporated by reference therein at the time of filing with the SEC they were filed (or, if amended or superseded by a subsequent filing prior to the date of this Agreementhereof, as of the date of the last such amendment or superseding filing), none of the Company SEC Reports so filed contained (taking into account all amendments and supplements thereto filed prior to the date hereof) any untrue statement of a material fact or omitted to state any a material fact required to be stated or incorporated by reference therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading; provided. To the knowledge of Parent, howevernone of the Parent SEC Documents is the subject of ongoing SEC review or outstanding SEC investigation and there are no outstanding or unresolved comments received from the SEC with respect to any of the Parent SEC Documents. None of Parent’s Subsidiaries is required to file or furnish any forms, that no representation is made as to reports, or other documents with the accuracy of any financial projections or forward looking statementsSEC.

SEC Filings; Financial Statements; Undisclosed Liabilities. (a) Each of the Company, Public Service The Company of New Mexico (“PNM”), Texas-New Mexico Power Company (“TNMP”) and each other subsidiary of the Company (if any) required to make such filings has filed or furnished, on a timely basis, all forms, reports, schedules, statements (including definitive proxy statements), certifications reports and other documents (including all exhibits and other information incorporated therein, amendments and supplements thereto) in each case required to be filed or furnished by the Company, PNM, TNMP or such other subsidiary, as applicable, it with the U.S. Securities and Exchange Commission (the “"SEC”") since December 31, 1998 and has made available to Parent and Merger Sub all registration statements filed by the Applicable Date through Company with the SEC, including all exhibits filed in connection therewith (on all forms applicable to the registration of securities) prior to the date hereof of this Agreement (collectively, and together with all such forms, reports, schedules, statements, reports and other documents required to be filed or furnished by it with the SEC since the Applicable Date, including those filed on or furnished after the date hereof and including all exhibits and other information incorporated therein, amendments and supplements thereto, collectivelyhereof, the “"Company SEC Reports”"). As of their respective dates, or, if amended or superseded by a subsequent filing made the Company SEC Reports that were filed prior to the date of this Agreement, as of the date of the last such amendment or superseding filing prior to the date of this Agreement, the Company SEC Reports hereof (i) complied as to form in all material respects with the applicable requirements of the Securities Act of 1933, as amended (the “Securities Act”), or the Exchange Act and the Xxxxxxxx-Xxxxx Act of 2002 (the “Sarbanes Oxley Act”), as the case may be, and the applicable rules and regulations promulgated thereunder, each as in effect on the date of any such filing. As of the time of filing with the SEC thereunder and (or, if amended or superseded prior to the date of this Agreement, as of the date of such amendment or superseding filing), none of the Company SEC Reports so filed contained (taking into account all amendments and supplements thereto filed prior to the date hereofii) did not contain any untrue statement of a material fact or omitted omit to state any 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; provided, however, that no representation is made . The Company shall deliver to Parent and Merger Sub as to the accuracy soon as they become available true and complete copies of any financial projections Company SEC Reports that are filed on or forward looking statementsafter the date hereof (collectively, the "Subsequent Company SEC Reports"), and each of such Subsequent Company SEC Reports shall (i) comply 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 thereunder and (ii) shall 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 the light of the circumstances under which they were made, not misleading.

SEC Filings; Financial Statements; Undisclosed Liabilities. (a) Each of Purchaser has timely filed with or furnished to, as applicable, the CompanySEC all registration statements, Public Service Company of New Mexico (“PNM”), Texas-New Mexico Power Company (“TNMP”) and each other subsidiary of the Company (if any) required to make such filings has filed or furnished, on a timely basis, all formsprospectuses, reports, schedules, statements (including definitive proxy forms, statements), certifications and other documents (including all exhibits and all other information incorporated therein, amendments and supplements theretoby reference) in each case required to be filed or furnished by the Company, PNM, TNMP or such other subsidiary, as applicable, with the U.S. Securities and Exchange Commission (the “SEC”) since the Applicable Date through the date hereof (all such forms, reports, schedules, statements, and other documents filed or furnished it with the SEC since the Applicable Date, including those filed or furnished after the date hereof and including all exhibits and other information incorporated therein, amendments and supplements thereto, collectively, its initial public offering (the “Company Purchaser SEC ReportsDocuments”). True, correct, and complete copies of all the Purchaser SEC Documents are publicly available on EXXXX. As of their respective dates, filing dates or, if amended or superseded by a subsequent filing made prior to the date of this Agreementhereof, as of the date of the last such amendment or superseding filing prior to (and, in the date case of this Agreementregistration statements and proxy statements, on the Company dates of effectiveness and the dates of the relevant meetings, respectively), each of the Purchaser SEC Reports Documents complied as to form in all material respects with the applicable requirements of the Securities Act of 1933, as amended (the “Securities Act”), the Exchange Act and the Xxxxxxxx-Xxxxx Act of 2002 (the “Sarbanes Oxley Act”), as the case may be, and the applicable Sxxxxxxx-Xxxxx Act, and the rules and regulations promulgated thereunder, each as in effect on the date of any such filing. As of the SEC thereunder applicable to such Purchaser SEC Documents. None of the Purchaser SEC Documents, including any financial statements, schedules, or exhibits included or incorporated by reference therein at the time of filing with the SEC they were filed (or, if amended or superseded by a subsequent filing prior to the date of this Agreementhereof, as of the date of the last such amendment or superseding filing), none of the Company SEC Reports so filed contained (taking into account all amendments and supplements thereto filed prior to the date hereof) any untrue statement of a material fact or omitted to state any a material fact required to be stated or incorporated by reference therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading; provided. To the Knowledge of Purchaser, howevernone of the Purchaser SEC Documents is the subject of ongoing SEC review or outstanding SEC investigation and there are no outstanding or unresolved comments received from the SEC with respect to any of the Purchaser SEC Documents. None of Purchaser’s subsidiaries is required to file or furnish any forms, that no representation is made as to reports, or other documents with the accuracy of any financial projections or forward looking statementsSEC.

SEC Filings; Financial Statements; Undisclosed Liabilities. (a) Each of Purchaser has timely filed with or furnished to, as applicable, the CompanySEC all registration statements, Public Service Company of New Mexico (“PNM”), Texas-New Mexico Power Company (“TNMP”) and each other subsidiary of the Company (if any) required to make such filings has filed or furnished, on a timely basis, all formsprospectuses, reports, schedules, statements (including definitive proxy forms, statements), certifications and other documents (including all exhibits and all other information incorporated therein, amendments and supplements theretoby reference) in each case required to be filed or furnished by the Company, PNM, TNMP or such other subsidiary, as applicable, with the U.S. Securities and Exchange Commission (the “SEC”) since the Applicable Date through the date hereof (all such forms, reports, schedules, statements, and other documents filed or furnished it with the SEC since the Applicable DateJanuary 1, including those filed or furnished after the date hereof and including all exhibits and other information incorporated therein, amendments and supplements thereto, collectively, 2016 (the “Company Purchaser SEC ReportsDocuments”). True, correct, and complete copies of all the Purchaser SEC Documents are publicly available on EXXXX. As of their respective dates, filing dates or, if amended or superseded by a subsequent filing made prior to the date of this Agreementhereof, as of the date of the last such amendment or superseding filing prior to (and, in the date case of this Agreementregistration statements and proxy statements, on the Company dates of effectiveness and the dates of the relevant meetings, respectively), each of the Purchaser SEC Reports Documents complied as to form in all material respects with the applicable requirements of the Securities Act of 1933, as amended (the “Securities Act”), the Exchange Act and the Xxxxxxxx-Xxxxx Act of 2002 (the “Sarbanes Oxley Act”), as the case may be, and the applicable Sxxxxxxx-Xxxxx Act, and the rules and regulations promulgated thereunder, each as in effect on the date of any such filing. As of the SEC thereunder applicable to such Purchaser SEC Documents. None of the Purchaser SEC Documents, including any financial statements, schedules, or exhibits included or incorporated by reference therein at the time of filing with the SEC they were filed (or, if amended or superseded by a subsequent filing prior to the date of this Agreementhereof, as of the date of the last such amendment or superseding filing), none of the Company SEC Reports so filed contained (taking into account all amendments and supplements thereto filed prior to the date hereof) any untrue statement of a material fact or omitted to state any a material fact required to be stated or incorporated by reference therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading; provided. None of the Purchaser SEC Documents is the subject of ongoing SEC review or outstanding SEC investigation and there are no outstanding or unresolved comments received from the SEC with respect to any of the Purchaser SEC Documents. None of Purchaser’s subsidiaries is required to file or furnish any forms, howeverreports, that no representation is made as to or other documents with the accuracy of any financial projections or forward looking statementsSEC.

SEC Filings; Financial Statements; Undisclosed Liabilities. (a) Each of the Company, Public Service The Company of New Mexico (“PNM”), Texas-New Mexico Power Company (“TNMP”) and each other subsidiary of the Company (if any) required to make such filings has timely filed or furnished, on a timely basisas applicable, all material forms, reports, schedulesstatements, statements (including definitive proxy statements), certifications schedules and other documents (including all exhibits and other information incorporated therein, amendments and supplements thereto) in each case required to be filed or furnished by the Company, PNM, TNMP or such other subsidiary, as applicable, with the U.S. Securities and Exchange Commission (the “SEC”) since the Applicable Date through the date hereof (all such forms, reports, schedules, statements, and other documents filed or furnished it with the SEC since the Applicable DateJanuary 1, including those filed or furnished after the date hereof 2017 (as amended and including all exhibits and other information incorporated therein, amendments and supplements theretosupplemented from time to time, collectively, the “Company SEC Reports”). As The SEC Reports (i) as of their respective filing dates, or, if amended prior to the date hereof, as of the date of such amendment, were prepared and complied with, in each case, in all material respects, in accordance with the applicable requirements of the Securities Act of 1933, as amended, the Exchange Act, the Xxxxxxxx-Xxxxx Act of 2002, as amended and, in each case, the rules and regulations promulgated thereunder, and (ii) except to the extent amended or superseded by a subsequent filing made prior to the date of this Agreementhereof, as of the date of the last such amendment or superseding filing prior to the date of this Agreementdid not, the Company SEC Reports complied as to form in all material respects with the applicable requirements of the Securities Act of 1933, as amended (the “Securities Act”), the Exchange Act and the Xxxxxxxx-Xxxxx Act of 2002 (the “Sarbanes Oxley Act”), as the case may be, and the applicable rules and regulations promulgated thereunder, each as in effect on the date of any such filing. As of at the time of filing with the SEC (they were filed, or, if amended or superseded prior to the date of this Agreementamended, as of the date of such amendment (or superseding filingwith respect to the SEC Reports filed after the date of this Agreement, will not), none of the Company SEC Reports so filed contained (taking into account all amendments and supplements thereto filed prior to the date hereof) contain any untrue statement of a material fact or omitted omit to state any a material fact required to be stated or incorporated by reference therein or necessary in order to make the statements made therein, in light of the circumstances under which they were made, not misleading; provided, however, that no representation . None of the Company Subsidiaries is made as subject to the accuracy periodic reporting requirements of the Exchange Act (other than in its capacity as a Subsidiary of the Company). As of the date hereof, there are no outstanding or unresolved comments in comment letters from the SEC staff with respect to any financial projections of the SEC Reports. To the Knowledge of the Company, as of the date hereof, none of the SEC Reports is the subject of ongoing SEC review or forward looking statementsoutstanding SEC investigations.

SEC Filings; Financial Statements; Undisclosed Liabilities. (a) Each of the Company, Public Service Company of New Mexico (“PNM”), Texas-New Mexico Power Company (“TNMP”) and each other subsidiary Other than as set forth in Section 4.07 of the Company (if any) required to make such filings Disclosure Letter, the Company has timely filed or furnished, on a timely basis, all forms, reports, schedules, statements (including definitive proxy statements), certifications and other documents (including all exhibits exhibits, supplements and other information incorporated therein, amendments and supplements thereto) in each case required to be filed or furnished by the Company, PNM, TNMP or such other subsidiary, as applicable, with the U.S. Securities and Exchange Commission (the “SEC”) since the Applicable Date through the date hereof (all such forms, reports, schedules, statements, and other documents filed or furnished it with the SEC since the Applicable DateJuly 1, including those filed or furnished after the date hereof and including all exhibits and other information incorporated therein2004 (collectively, with any amendments and supplements thereto, collectively, the “Company SEC Reports”). As Each SEC Report (including any financial statements or schedules included therein) (i) as of their respective dates, or, its date of filing and if amended or superseded by a subsequent filing made prior to the date of this Agreement, hereof as of the date of the last filing of such amendment or superseding filing prior amendment, complied or, if filed subsequent to the date hereof, at the time of this Agreementfiling will comply, the Company SEC Reports complied as to form in all material respects with the applicable requirements of the Securities Act of 1933, as amended (the “Securities Act”), or the Exchange Act and the Xxxxxxxx-Xxxxx Act of 2002 (the “Sarbanes Oxley Act”), as the case may be, and the applicable Sxxxxxxx-Xxxxx Act of 2002 (the “Sxxxxxxx-Xxxxx Act”), including, in each case, the rules and regulations promulgated thereunder, each and (ii) as in effect on of its date of filing and if amended prior to the date hereof as of the date of any filing of such filing. As of the time of filing with the SEC (amendment did not, or, if amended or superseded prior filed subsequent to the date of this Agreement, as at the time of the date of such amendment or superseding filing)filing will not, none of the Company SEC Reports so filed contained (taking into account all amendments and supplements thereto filed prior to the date hereof) contain any untrue statement of a material fact or omitted as of its date of filing and if amended prior to the date hereof as of the date of filing of such amendment did not omit, or, if filed subsequent to the date of this Agreement, at the time of filing will not omit, to state any 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 or are made, not misleading; provided, however, that no representation is made as to the accuracy of any financial projections or forward looking statements.

SEC Filings; Financial Statements; Undisclosed Liabilities. (a) Each of the Company, Public Service Company of New Mexico (“PNM”), Texas-New Mexico Power Company (“TNMP”) and each other subsidiary of the Company (if any) required to make such filings its applicable subsidiaries has timely filed or furnished, on a timely basis, all forms, reports, schedules, statements (including definitive proxy statements), certifications and other documents (including all exhibits exhibits, supplements and other information incorporated therein, amendments and supplements thereto) in each case required to be filed or furnished by the Company, PNM, TNMP or such other subsidiary, as applicable, with the U.S. Securities and Exchange Commission (the “SEC”) since the Applicable Date through the date hereof (all such forms, reports, schedules, statements, and other documents filed or furnished it with the SEC since the Applicable DateJanuary 1, including those filed or furnished after the date hereof and including all exhibits and other information incorporated therein2006 (collectively, with any amendments and supplements thereto, collectively, the “Company SEC Reports”). As Each SEC Report (including any financial statements or schedules included therein) (i) as of their respective dates, or, its date of filing and if amended or superseded by a subsequent filing made prior to the date of this Agreement, hereof as of the date of the last filing of such amendment or superseding filing prior amendment, complied or, if filed subsequent to the date hereof, at the time of this Agreementfiling will comply, the Company SEC Reports complied as to form in all material respects with the applicable requirements of the Securities Act of 1933, as amended (the “Securities Act”), or the Exchange Act Act, as the case may be, and the Xxxxxxxx-Xxxxx Act of 2002 (the “Sarbanes Oxley Xxxxxxxx-Xxxxx Act”), as including, in each case, the case may be, and the applicable rules and regulations promulgated thereunder, each and (ii) as in effect on of its date of filing and if amended prior to the date hereof as of the date of any filing of such filing. As of the time of filing with the SEC (amendment did not, or, if amended or superseded prior filed subsequent to the date of this Agreement, as at the time of the date of such amendment or superseding filing)filing will not, none of the Company SEC Reports so filed contained (taking into account all amendments and supplements thereto filed prior to the date hereof) contain any untrue statement of a material fact or omitted or, as of its date of filing and if amended prior to the date hereof as of the date of filing of such amendment, did not omit, or, if filed subsequent to the date of this Agreement, at the time of filing will not omit, to state any 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 or are made, not misleading; provided, however, that no representation is made as to the accuracy of any financial projections or forward looking statements.

SEC Filings; Financial Statements; Undisclosed Liabilities. (a) Each of the Company, Public Service The Company of New Mexico (“PNM”), Texas-New Mexico Power Company (“TNMP”) and each other subsidiary of the Company (if any) required to make such filings has filed or furnished, on a timely basis, basis or furnished all forms, reports, schedules, statements (including definitive proxy statements), certifications and other documents (including all exhibits and other information incorporated therein, amendments and supplements thereto) in each case required to be filed or furnished on or prior to the date hereof by the Company, PNM, TNMP or such other subsidiary, as applicable, it with the U.S. Securities and Exchange Commission (the “SEC”) since the Applicable Date through the date hereof (all such forms, reports, schedules, statements, certificates and other documents filed or furnished with the SEC since the Applicable Date, including those filed or furnished after the date hereof and including all exhibits and other information incorporated therein, amendments and supplements thereto, collectively, the “Company SEC Reports”). As of their respective SEC filing dates, or, if amended or superseded by a subsequent filing made prior to the date of this Agreement, as of the date of the last such amendment or superseding filing prior to the date of this Agreement, (i) the Company SEC Reports complied as to form in all material respects with the applicable requirements of the Securities Act of 1933, as amended (the “Securities Act”), the Exchange Act and the Xxxxxxxx-Xxxxx Act of 2002 (the “Sarbanes Oxley Act”)SOX, as the case may be, and the applicable rules and regulations promulgated thereunderthereunder and other applicable law, each as in effect on the date of any such filing. As of the time of filing with the SEC (or, if amended or superseded prior to the date of this Agreement, as of the date of such amendment or superseding filingamendment), none of the Company SEC Reports so filed contained (taking into account all amendments and supplements thereto filed prior to the date hereof) contained, when filed, any untrue statement of a material fact or omitted to state any material fact required to be stated or incorporated by reference therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading; provided, however, that no representation is made as except to the accuracy extent that the information in such SEC Reports has been amended or superseded by a later SEC Report filed prior to the date of this Agreement. Since the Applicable Date, the Company has been in compliance in all material respects with the applicable listing and corporate governance rules and regulations of the New York Stock Exchange. None of the Company’s Subsidiaries is currently required to file periodic reports with the SEC. As of the date hereof, there are no material outstanding or unresolved comments received from the SEC with respect to any financial projections or forward looking statementsof the reports filed by the Company with the SEC.

SEC Filings; Financial Statements; Undisclosed Liabilities. (a) Each of the Company, Public Service The Company of New Mexico (“PNM”), Texas-New Mexico Power Company (“TNMP”) and each other subsidiary of the Company (if any) required to make such filings has filed or furnished, on a timely basis, otherwise transmitted or furnished all forms, reports, schedules, statements (including definitive proxy statements), certifications and other documents (including all exhibits and other information incorporated therein, amendments and supplements thereto) in each case required to be filed or furnished by the Company, PNM, TNMP or such other subsidiary, as applicable, it with the U.S. Securities and Exchange Commission (the “SEC”) since January 1, 2013 (the “Applicable Date through the date hereof Date”) (all such forms, reports, schedules, statements, certificates and other documents filed or furnished with the SEC since the Applicable Date, including and those filed or furnished after subsequent to the date hereof and hereof, including all exhibits and other information incorporated therein, amendments and supplements thereto, collectively, the “Company SEC Reports”). As of their respective dates, or, if amended or superseded by a subsequent filing made prior to the date of this Agreement, as of the date of the last such amendment or superseding filing prior to the date of this Agreement, the Company SEC Reports complied as to form or will comply in all material respects with the applicable requirements of the Securities Act of 1933, as amended (the “Securities Act”), the Exchange Act and the Xxxxxxxx-Xxxxx Sarbanes Oxley Act of 2002 (the “Sarbanes Oxley Act”), as the case may be, and the applicable rules and regulations promulgated thereunder, each as in effect on the date of any such filing. As of the time of filing with the SEC (or, if amended or superseded prior to the date of this Agreement, as of the date of such amendment or superseding filingamendment), none of the Company SEC Reports so filed contained (taking into account all amendments and supplements thereto filed prior to the date hereof) contained, when filed, any untrue statement of a material fact or omitted to state any material fact required to be stated or incorporated by reference therein or necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading; provided, however, that no representation is made as except to the accuracy extent that the information in such SEC Reports has been amended or superseded by a later SEC Report filed prior to the date of any financial projections or forward looking statementsthis Agreement. Since the Applicable Date, the Company has been in compliance in all material respects with the applicable listing and corporate governance rules and regulations of the New York Stock Exchange.

SEC Filings; Financial Statements; Undisclosed Liabilities. (a) Each of the Company, Public Service The Company of New Mexico (“PNM”), Texas-New Mexico Power Company (“TNMP”) and each other subsidiary of the Company (if any) required to make such filings has filed or furnished, furnished on a timely basis, basis all forms, reports, schedules, statements (including definitive proxy statements), certifications and other documents (including all exhibits and other information incorporated therein, amendments amendments, schedules and supplements thereto) in each case required to be filed or furnished by the Company, PNM, TNMP or such other subsidiary, as applicable, it with the U.S. Securities and Exchange Commission (the “SEC”) since January 1, 2022 (the “Applicable Date through the date hereof Date”) (all such forms, reports, schedules, statements, certificates and other documents filed or furnished with the SEC since the Applicable Date, including those filed or furnished after the date hereof and including all exhibits and other information incorporated therein, amendments amendments, schedules and supplements thereto, collectively, the “Company SEC Reports”). No subsidiary of the Company is required to file any SEC Report. As of their respective SEC filing dates, or, if amended or superseded by a subsequent filing made prior to the date of this Agreementfiling, as of the date of the last such amendment or superseding filing prior to the date of this Agreementfiling, the Company SEC Reports complied as to form in all material respects with the applicable requirements of the Securities Act of 1933, as amended (the “Securities Act”), the Exchange Act and the Xxxxxxxx-Xxxxx Act of 2002 (the “Sarbanes Oxley Act”)2002, as the case may be, and the applicable rules and regulations promulgated thereunder, each as in effect on the date of any such filing. As of the time of filing with the SEC (or, if amended or superseded prior to the date of this Agreementamended, as of the date of such amendment or superseding filingamendment), none of the Company SEC Reports so filed contained (taking into account all amendments and supplements thereto filed prior to the date hereof) contained, when filed, any untrue statement of a material fact or omitted to state any material fact required to be stated or incorporated by reference therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading, except to the extent that the information in such SEC Reports has been amended or superseded by a later SEC Report filed prior to the date of this Agreement; provided, however, that no representation is made as to the accuracy of any financial projections or forward forward-looking statementsstatements or the completeness of any information filed or furnished by the Company to the SEC solely for the purposes of complying with Regulation FD promulgated under the Exchange Act. Since the Applicable Date, the Company has been in compliance in all material respects with the applicable listing and corporate governance rules and regulations of the NASDAQ Global Market and has not, from the Applicable Date to the date hereof, received any notice from Nasdaq asserting any material noncompliance with such rules and regulations.

SEC Filings; Financial Statements; Undisclosed Liabilities. (a) Each of the Company, Public Service The Company of New Mexico (“PNM”), Texas-New Mexico Power Company (“TNMP”) and each other subsidiary of the Company (if any) required to make such filings has filed or furnished, on a timely basis, furnished all forms, reports, schedules, statements (including definitive proxy statements), certifications and other documents (including all exhibits and other information incorporated therein, amendments and supplements thereto) in each case required to be filed or furnished on or prior to the date hereof by the Company, PNM, TNMP or such other subsidiary, as applicable, it with the U.S. Securities and Exchange Commission (the “SEC”) since January 1, 2019 (the “Applicable Date Date”) through the date hereof (all such forms, reports, schedules, statements, certificates and other documents filed or furnished with the SEC since the Applicable Date, including those filed or furnished after the date hereof and including all exhibits and other information incorporated therein, amendments and supplements thereto, collectively, the “Company SEC Reports”). As of their respective SEC filing dates, or, if amended or superseded by a subsequent filing made prior to the date of this Agreement, as of the date of the last such amendment or superseding filing prior to the date of this Agreement, the Company SEC Reports complied as to form in all material respects with the applicable requirements of the Securities Act of 1933, as amended (the “Securities Act”), the Exchange Act and the Xxxxxxxx-Xxxxx Act of 2002 (the “Sarbanes Oxley Act”)2002, as the case may be, and the applicable rules and regulations promulgated thereunder, each as in effect on the date of any such filing. As of the time of filing with the SEC (or, if amended or superseded prior to the date of this Agreement, as of the date of such amendment or superseding filingamendment), none of the Company SEC Reports so filed contained (taking into account all amendments and supplements thereto filed prior to the date hereof) contained, when filed, any untrue statement of a material fact or omitted to state any material fact required to be stated or incorporated by reference therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading; provided, however, that no representation is made as except to the accuracy extent that the information in such Company SEC Reports has been amended or superseded by a later Company SEC Report filed prior to the date of this Agreement. Since the Applicable Date, the Company has been in compliance in all material respects with the applicable listing and corporate governance rules and regulations of the New York Stock Exchange. As of the date of this Agreement, there are no material outstanding or unresolved comments in comment letters from the SEC staff with respect to any financial projections or forward looking statementsof the Company SEC Reports.

SEC Filings; Financial Statements; Undisclosed Liabilities. (a) Each of SEC Filings. Parent has timely filed with or furnished to, as applicable, the CompanySEC all registration statements, Public Service Company of New Mexico (“PNM”), Texas-New Mexico Power Company (“TNMP”) and each other subsidiary of the Company (if any) required to make such filings has filed or furnished, on a timely basis, all formsprospectuses, reports, schedules, statements (including definitive proxy forms, statements), certifications and other documents (including all exhibits and all other information incorporated therein, amendments and supplements theretoby reference) in each case required to be filed or furnished by the Company, PNM, TNMP or such other subsidiary, as applicable, with the U.S. Securities and Exchange Commission (the “SEC”) since the Applicable Date through the date hereof (all such forms, reports, schedules, statements, and other documents filed or furnished it with the SEC since the Applicable DateJanuary 1, including those filed or furnished after the date hereof and including all exhibits and other information incorporated therein, amendments and supplements thereto, collectively, 2021 (the “Company Parent SEC ReportsDocuments”). True, correct, and complete copies of all the Parent SEC Documents are publicly available on XXXXX. As of their respective dates, filing dates or, if amended or superseded by a subsequent filing made prior to the date of this Agreementhereof, as of the date of the last such amendment or superseding filing prior to (and, in the date case of this Agreementregistration statements and proxy statements, on the Company dates of effectiveness and the dates of the relevant meetings, respectively), each of the Parent SEC Reports Documents complied as to form in all material respects with the applicable requirements of the Securities Act of 1933, as amended (the “Securities Act”), the Exchange Act Act, and the Xxxxxxxx-Xxxxx Act of 2002 (the “Sarbanes Oxley Act”), as the case may be, and the applicable rules and regulations promulgated thereunder, each as in effect on the date of any such filing. As of the SEC thereunder applicable to such Parent SEC Documents. None of the Parent SEC Documents, including any financial statements, schedules, or exhibits included or incorporated by reference therein at the time of filing with the SEC they were filed (or, if amended or superseded by a subsequent filing prior to the date of this Agreementhereof, as of the date of the last such amendment or superseding filing), none of the Company SEC Reports so filed contained (taking into account all amendments and supplements thereto filed prior to the date hereof) any untrue statement of a material fact or omitted to state any a material fact required to be stated or incorporated by reference therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading; provided. To the Knowledge of Parent, howevernone of the Parent SEC Documents is the subject of ongoing SEC review or outstanding SEC investigation and there are no outstanding or unresolved comments received from the SEC with respect to any of the Parent SEC Documents. None of Parent's Subsidiaries is required to file or furnish any forms, that no representation reports, or other documents with the SEC and neither Parent nor any of its Subsidiaries is made as required to the accuracy file or furnish any forms, reports, or other documents with any securities regulation (or similar) regime of any financial projections or forward looking statementsa non-United States Governmental Entity.

SEC Filings; Financial Statements; Undisclosed Liabilities. (a) Each of the Company, Public Service The Company of New Mexico (“PNM”), Texas-New Mexico Power Company (“TNMP”) and each other subsidiary of the Company (if any) required to make such filings has filed or furnished, furnished on a timely basis, basis all forms, reports, schedules, statements (including definitive proxy statements), certifications and other documents (including all exhibits and other information incorporated therein, amendments and supplements thereto) in each case required to be filed or furnished on or prior to the date hereof by the Company, PNM, TNMP or such other subsidiary, as applicable, it with the U.S. Securities and Exchange Commission (the “SEC”) since September 27, 2013 (the “Applicable Date Date”) through the date hereof (all such forms, reports, schedules, statements, certificates and other documents filed or furnished with the SEC since the Applicable Date, including those filed or furnished after the date hereof and including all exhibits and other information incorporated therein, amendments and supplements thereto, collectively, the “Company SEC Reports”). As of their respective SEC filing dates, or, if amended or superseded by a subsequent filing made prior to the date of this Agreement, as of the date of the last such amendment or superseding filing prior to the date of this Agreement, (i) the Company SEC Reports complied as to form in all material respects with the applicable requirements of the Securities Act of 1933, as amended (the “Securities Act”), the Exchange Act and the Xxxxxxxx-Xxxxx Act of 2002 (the “Sarbanes Oxley Act”)rules and regulations promulgated thereunder, as the case may be, applicable to such SEC Reports and (ii) were prepared in all material respects in accordance with the applicable rules requirements of the Securities Act, the Exchange Act, the Xxxxxxxx-Xxxxx Act of 2002 and regulations promulgated thereunderother applicable Law, each as in effect on the date of any such filing. As of the time of filing with the SEC (or, if amended or superseded prior to the date of this Agreement, as of the date of such amendment or superseding filingamendment), none of the Company SEC Reports so filed contained (taking into account all amendments and supplements thereto filed prior to the date hereof) contained, when filed, any untrue statement of a material fact or omitted to state any material fact required to be stated or incorporated by reference therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading; provided, however, that no representation is made as except to the accuracy extent that the information in such SEC Reports has been amended or superseded by a later SEC Report filed prior to the date of this Agreement. As of the date hereof, there are no material outstanding or unresolved comments in comment letters received from the SEC or its staff. As of the date hereof, there has been no material correspondence between the SEC and the Company since the Applicable Date that is not set forth in the SEC Reports or that has not otherwise been disclosed to Parent prior to the date hereof. As of the date hereof, the Company has not received written notice that any financial projections of the SEC Reports is the subject of ongoing SEC review. No subsidiary of the Company is subject to the periodic reporting requirements of the Exchange Act or forward looking statementsis otherwise required to file any periodic forms, reports, schedules, statements or other documents with the SEC. Since the Applicable Date, the Company has been in compliance in all material respects with the applicable listing and corporate governance rules and regulations of the New York Stock Exchange.

SEC Filings; Financial Statements; Undisclosed Liabilities. (a) Each of The Company has timely filed with the Company, Public Service Company of New Mexico (“PNM”), Texas-New Mexico Power Company (“TNMP”) and each other subsidiary of the Company (if any) required to make such filings has filed or furnished, on a timely basis, SEC all forms, reports, statements, schedules, statements (including definitive proxy statements), certifications and other documents (including all exhibits and other information incorporated therein, amendments and supplements theretoexhibits) in each case required to be filed or furnished by the Company, PNM, TNMP or such other subsidiary, as applicable, with the U.S. Securities and Exchange Commission (the “SEC”) since the Applicable Date through the date hereof (all such forms, reports, schedules, statements, and other documents filed or furnished it with the SEC since the Applicable DateJanuary 1, including those filed or furnished after the date hereof and including all exhibits and other information incorporated therein, amendments and supplements thereto, 2006 (collectively, the “Company SEC Reports”). As of their respective dates, or, if amended or superseded by a subsequent filing made prior to the date of this Agreement, as of the date of the last such amendment or superseding filing prior to the date of this Agreement, the Company The SEC Reports (including any documents or information incorporated by reference therein and including any financial statements or schedules included therein) (i) at the time they were filed complied as to form in all material respects with the all applicable requirements of the Securities Act of 1933, as amended 1933 (the “Securities Act”), the Exchange Act, the SOX Act and and, in each case, the Xxxxxxxx-Xxxxx Act of 2002 (the “Sarbanes Oxley Act”), as the case may be, and the applicable rules and regulations promulgated thereunder, each as in effect on the date of any such filing. As of and (ii) did not, at the time of filing with the SEC (they were filed, or, if amended or superseded prior to the date of this Agreementamended, as of the date of such amendment or superseding filing)amendment, none of the Company SEC Reports so filed contained (taking into account all amendments and supplements thereto filed prior to the date hereof) contain any untrue statement of a material fact or omitted omit to state any 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; provided, however, that no representation is made as except to the accuracy extent corrected at least three Business Days prior to the date hereof by a subsequently filed SEC Report. No Subsidiary is subject to the periodic reporting requirements of the Exchange Act or is or has been otherwise required to file any financial projections form, report, statement, schedule, certification or forward looking statementsother document with the SEC, any foreign Governmental Authority that performs a similar function to that of the SEC or any securities exchange or quotation system. The Company has made available to Parent copies of all material correspondence between the SEC, on the one hand, and the Company and any of the Subsidiaries, on the other hand, since January 1, 2006 through the date of this Agreement.

SEC Filings; Financial Statements; Undisclosed Liabilities. (a) Each of the Company, Public Service The Company of New Mexico (“PNM”), Texas-New Mexico Power Company (“TNMP”) and each other subsidiary of the Company (if any) required to make such filings has timely filed or furnished, on a timely basisas applicable, all forms, reports, schedulesstatements, statements (including definitive proxy statements), certifications schedules and other documents (including all exhibits and other information incorporated therein, amendments and supplements thereto) in each case required to be filed or furnished by the Company, PNM, TNMP or such other subsidiary, as applicable, with the U.S. Securities and Exchange Commission (the “SEC”) since the Applicable Date through the date hereof (all such forms, reports, schedules, statements, and other documents filed or furnished it with the SEC since the Applicable Date, including those filed or furnished after the date hereof Date (as amended and including all exhibits and other information incorporated therein, amendments and supplements theretosupplemented from time to time, collectively, the “Company SEC Reports”). As The SEC Reports (i) as of their respective filing dates, or, if amended or superseded by a subsequent filing made prior to the date of this Agreementhereof, as of the date of the last such amendment or superseding filing prior to the date of this Agreementamendment, the Company SEC Reports were prepared and complied as to form with, in each case in all material respects respects, in accordance with the applicable requirements of the Securities Act of 1933, as amended (the “Securities Act”), the Exchange Act and Act, the Xxxxxxxx-Xxxxx Act of 2002 2002, as amended (the “Sarbanes Oxley Xxxxxxxx-Xxxxx Act”)) and, as in each case, the case may be, and the applicable rules and regulations promulgated thereunder, each as in effect on the date of any such filing. As of and (ii) did not, at the time of filing with the SEC (they were filed, or, if amended or superseded prior to the date of this Agreementhereof, as of the date of such amendment or superseding filing)amendment, none of the Company SEC Reports so filed contained (taking into account all amendments and supplements thereto filed prior to the date hereof) contain any untrue statement of a material fact or omitted omit to state any a material fact required to be stated or incorporated by reference therein or necessary in order to make the statements made therein, in light of the circumstances under which they were made, not misleading; provided, however, that no representation . None of the Subsidiaries of the Company is made as subject to the accuracy reporting requirements of any financial projections Section 13(a) or forward looking statements15(d) of the Exchange Act. The Company is in compliance in all material respects with the applicable provisions of the Xxxxxxxx-Xxxxx Act and the listing and corporate governance rules and regulations of Nasdaq. As of the date hereof, there are no outstanding or unresolved comments received from the SEC with respect to the SEC Reports, and to the Knowledge of the Company, none of the SEC Reports is the subject of ongoing SEC review, outstanding SEC comment or outstanding SEC investigation or other governmental investigation regarding the accounting practices of the Company.

SEC Filings; Financial Statements; Undisclosed Liabilities. (a) Each of Parent has timely filed with or furnished to, as applicable, the CompanySEC all registration statements, Public Service Company of New Mexico (“PNM”), Texas-New Mexico Power Company (“TNMP”) and each other subsidiary of the Company (if any) required to make such filings has filed or furnished, on a timely basis, all formsprospectuses, reports, schedules, statements (including definitive proxy forms, statements), certifications and other documents (including all exhibits and all other information incorporated therein, amendments and supplements theretoby reference) in each case required to be filed or furnished by the Company, PNM, TNMP or such other subsidiary, as applicable, with the U.S. Securities and Exchange Commission (the “SEC”) since the Applicable Date through the date hereof (all such forms, reports, schedules, statements, and other documents filed or furnished it with the SEC since the Applicable DateJanuary 1, including those filed or furnished after the date hereof and including all exhibits and other information incorporated therein, amendments and supplements thereto, collectively, 2016 (the “Company Parent SEC Reports”Documents“). True, correct, and complete copies of all the Parent SEC Documents are publicly available on EXXXX. As of their respective dates, filing dates or, if amended or superseded by a subsequent filing made prior to the date of this Agreementhereof, as of the date of the last such amendment or superseding filing prior to (and, in the date case of this Agreementregistration statements and proxy statements, on the Company dates of effectiveness and the dates of the relevant meetings, respectively), each of the Parent SEC Reports Documents complied as to form in all material respects with the applicable requirements of the Securities Act of 1933, as amended (the “Securities Act”), the Exchange Act and the Xxxxxxxx-Xxxxx Act of 2002 (the “Sarbanes Oxley Act”), as the case may be, and the applicable Sxxxxxxx-Xxxxx Act, and the rules and regulations promulgated thereunder, each as in effect on the date of any such filing. As of the SEC thereunder applicable to such Parent SEC Documents. None of the Parent SEC Documents, including any financial statements, schedules, or exhibits included or incorporated by reference therein at the time of filing with the SEC they were filed (or, if amended or superseded by a subsequent filing prior to the date of this Agreementhereof, as of the date of the last such amendment or superseding filing), none of the Company SEC Reports so filed contained (taking into account all amendments and supplements thereto filed prior to the date hereof) any untrue statement of a material fact or omitted to state any a material fact required to be stated or incorporated by reference therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading; provided. None of the Parent SEC Documents is the subject of ongoing SEC review or outstanding SEC investigation and there are no outstanding or unresolved comments received from the SEC with respect to any of the Parent SEC Documents. None of Parent’s subsidiaries is required to file or furnish any forms, howeverreports, that no representation is made as to or other documents with the accuracy of any financial projections or forward looking statementsSEC.

SEC Filings; Financial Statements; Undisclosed Liabilities. (a) Each of ). SEC Filings. Parent has timely filed with or furnished to, as applicable, the CompanySEC all registration statements, Public Service Company of New Mexico (“PNM”), Texas-New Mexico Power Company (“TNMP”) and each other subsidiary of the Company (if any) required to make such filings has filed or furnished, on a timely basis, all formsprospectuses, reports, schedules, statements (including definitive proxy forms, statements), certifications and other documents (including all exhibits and all other information incorporated therein, amendments and supplements theretoby reference) in each case required to be filed or furnished by the Company, PNM, TNMP or such other subsidiary, as applicable, with the U.S. Securities and Exchange Commission (the “SEC”) since the Applicable Date through the date hereof (all such forms, reports, schedules, statements, and other documents filed or furnished it with the SEC since the Applicable DateSeptember 30, including those filed or furnished after the date hereof and including all exhibits and other information incorporated therein, amendments and supplements thereto, collectively, 2018 (the “Company Parent SEC ReportsDocuments”). True, correct, and complete copies of all the Parent SEC Documents are publicly available on EXXXX. As of their respective dates, filing dates or, if amended or superseded by a subsequent filing made prior to the date of this Agreementhereof, as of the date of the last such amendment or superseding filing prior to (and, in the date case of this Agreementregistration statements and proxy statements, on the Company dates of effectiveness and the dates of the relevant meetings, respectively), each of the Parent SEC Reports Documents complied as to form in all material respects with the applicable requirements of the Securities Act of 1933, as amended (the “Securities Act”), the Exchange Act and the Xxxxxxxx-Xxxxx Act of 2002 (the “Sarbanes Oxley Act”), as the case may be, and the applicable Sxxxxxxx-Xxxxx Act, and the rules and regulations promulgated thereunder, each as in effect on the date of any such filing. As of the SEC thereunder applicable to such Parent SEC Documents. None of the Parent SEC Documents, including any financial statements, schedules, or exhibits included or incorporated by reference therein at the time of filing with the SEC they were filed (or, if amended or superseded by a subsequent filing prior to the date of this Agreementhereof, as of the date of the last such amendment or superseding filing), none of the Company SEC Reports so filed contained (taking into account all amendments and supplements thereto filed prior to the date hereof) any untrue statement of a material fact or omitted to state any a material fact required to be stated or incorporated by reference therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading; provided. To the Knowledge of Parent, howevernone of the Parent SEC Documents is the subject of ongoing SEC review or outstanding SEC investigation and there are no outstanding or unresolved comments received from the SEC with respect to any of the Parent SEC Documents. None of Parent’ Subsidiaries is required to file or furnish any forms, that no representation is made as to reports, or other documents with the accuracy of any financial projections or forward looking statementsSEC.

SEC Filings; Financial Statements; Undisclosed Liabilities. (af) Each of SEC Filings. Mobiquity has timely filed with or furnished to, as applicable, the CompanySEC all registration statements, Public Service Company of New Mexico (“PNM”), Texas-New Mexico Power Company (“TNMP”) and each other subsidiary of the Company (if any) required to make such filings has filed or furnished, on a timely basis, all formsprospectuses, reports, schedules, statements (including definitive proxy forms, statements), certifications and other documents (including all exhibits and all other information incorporated therein, amendments and supplements theretoby reference) in each case required to be filed or furnished by the Company, PNM, TNMP or such other subsidiary, as applicable, with the U.S. Securities and Exchange Commission (the “SEC”) since the Applicable Date through the date hereof (all such forms, reports, schedules, statements, and other documents filed or furnished it with the SEC since January 1, 2017, provided however, no representation is made with respect to the Applicable Datefiling of Current Reports on form 8-K. (the "Mobiquity SEC Documents"). True, including those filed or furnished after correct, and complete copies of all the date hereof and including all exhibits and other information incorporated therein, amendments and supplements thereto, collectively, the “Company Mobiquity SEC Reports”)Documents are publicly available on XXXXX. As of their respective dates, filing dates or, if amended or superseded by a subsequent filing made prior to the date of this Agreementhereof, as of the date of the last such amendment or superseding filing prior to (and, in the date case of this Agreementregistration statements and proxy statements, on the Company dates of effectiveness and the dates of the relevant meetings, respectively), each of the filed Mobiquity SEC Reports Documents complied as to form in all material respects with the applicable requirements of the Securities Act of 1933, as amended (the “Securities Act”), the Exchange Act Act, and the Xxxxxxxx-Xxxxx Act of 2002 (the “Sarbanes Oxley Act”), as the case may be, and the applicable rules and regulations promulgated thereunder, each as in effect on the date of any such filing. As of the SEC thereunder applicable to such Mobiquity SEC Documents. None of the Mobiquity SEC Documents, including any financial statements, schedules, or exhibits included or incorporated by reference therein at the time of filing with the SEC they were filed (or, if amended or superseded by a subsequent filing prior to the date of this Agreementhereof, as of the date of the last such amendment or superseding filing), none of the Company SEC Reports so filed contained (taking into account all amendments and supplements thereto filed prior to the date hereof) any untrue statement of a material fact or omitted to state any a material fact required to be stated or incorporated by reference therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading; provided. To the Knowledge of Mobiquity, howevernone of the Mobiquity SEC Documents is the subject of ongoing SEC review or outstanding SEC investigation and there are no outstanding or unresolved comments received from the SEC with respect to any of the Mobiquity SEC Documents. None of Mobiquity's Subsidiaries is required to file or furnish any forms, that no representation is made as to reports, or other documents with the accuracy of any financial projections or forward looking statementsSEC.

SEC Filings; Financial Statements; Undisclosed Liabilities. (a) Each of Parent has timely filed with or furnished to, as applicable, the CompanySEC all registration statements, Public Service Company of New Mexico (“PNM”), Texas-New Mexico Power Company (“TNMP”) and each other subsidiary of the Company (if any) required to make such filings has filed or furnished, on a timely basis, all formsprospectuses, reports, schedules, statements (including definitive proxy forms, statements), certifications and other documents (including all exhibits and all other information incorporated therein, amendments and supplements theretoby reference) in each case required to be filed or furnished by the Company, PNM, TNMP or such other subsidiary, as applicable, with the U.S. Securities and Exchange Commission (the “SEC”) since the Applicable Date through the date hereof (all such forms, reports, schedules, statements, and other documents filed or furnished it with the SEC since the Applicable DateJanuary 1, including those filed or furnished after the date hereof and including all exhibits and other information incorporated therein, amendments and supplements thereto, collectively, 2016 (the “Company Parent SEC ReportsDocuments”). True, correct, and complete copies of all the Parent SEC Documents are publicly available on EXXXX. As of their respective dates, filing dates or, if amended or superseded by a subsequent filing made prior to the date of this Agreementhereof, as of the date of the last such amendment or superseding filing prior to (and, in the date case of this Agreementregistration statements and proxy statements, on the Company dates of effectiveness and the dates of the relevant meetings, respectively), each of the Parent SEC Reports Documents complied as to form in all material respects with the applicable requirements of the Securities Act of 1933, as amended (the “Securities Act”), the Exchange Act and the Xxxxxxxx-Xxxxx Act of 2002 (the “Sarbanes Oxley Act”), as the case may be, and the applicable Sxxxxxxx-Xxxxx Act, and the rules and regulations promulgated thereunder, each as in effect on the date of any such filing. As of the SEC thereunder applicable to such Parent SEC Documents. None of the Parent SEC Documents, including any financial statements, schedules, or exhibits included or incorporated by reference therein at the time of filing with the SEC they were filed (or, if amended or superseded by a subsequent filing prior to the date of this Agreementhereof, as of the date of the last such amendment or superseding filing), none of the Company SEC Reports so filed contained (taking into account all amendments and supplements thereto filed prior to the date hereof) any untrue statement of a material fact or omitted to state any a material fact required to be stated or incorporated by reference therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading; provided. None of the Parent SEC Documents is the subject of ongoing SEC review or outstanding SEC investigation and there are no outstanding or unresolved comments received from the SEC with respect to any of the Parent SEC Documents. None of Parent’s subsidiaries is required to file or furnish any forms, howeverreports, that no representation is made as to or other documents with the accuracy of any financial projections or forward looking statementsSEC.

SEC Filings; Financial Statements; Undisclosed Liabilities. (a) Each of Purchaser has timely filed with or furnished to, as applicable, the CompanySEC all registration statements, Public Service Company of New Mexico (“PNM”), Texas-New Mexico Power Company (“TNMP”) and each other subsidiary of the Company (if any) required to make such filings has filed or furnished, on a timely basis, all formsprospectuses, reports, schedules, statements (including definitive proxy forms, statements), certifications and other documents (including all exhibits and all other information incorporated therein, amendments and supplements theretoby reference) in each case required to be filed or furnished by the Company, PNM, TNMP or such other subsidiary, as applicable, with the U.S. Securities and Exchange Commission (the “SEC”) since the Applicable Date through the date hereof (all such forms, reports, schedules, statements, and other documents filed or furnished it with the SEC since the Applicable DateJanuary 1, including those filed or furnished after the date hereof and including all exhibits and other information incorporated therein, amendments and supplements thereto, collectively, 2017 (the “Company Purchaser SEC ReportsDocuments”). True, correct, and complete copies of all the Purchaser SEC Documents are publicly available on XXXXX. As of their respective dates, filing dates or, if amended or superseded by a subsequent filing made prior to the date of this Agreementhereof, as of the date of the last such amendment or superseding filing prior to (and, in the date case of this Agreementregistration statements and proxy statements, on the Company dates of effectiveness and the dates of the relevant meetings, respectively), each of the Purchaser SEC Reports Documents complied as to form in all material respects with the applicable requirements of the Securities Act of 1933, as amended (the “Securities Act”), the Exchange Act Act, and the Xxxxxxxx-Xxxxx Act of 2002 (the “Sarbanes Oxley Act”), as the case may be, and the applicable rules and regulations promulgated thereunder, each as in effect on the date of any such filing. As of the SEC thereunder applicable to such Purchaser SEC Documents. None of the Purchaser SEC Documents, including any financial statements, schedules, or exhibits included or incorporated by reference therein at the time of filing with the SEC they were filed (or, if amended or superseded by a subsequent filing prior to the date of this Agreementhereof, as of the date of the last such amendment or superseding filing), none of the Company SEC Reports so filed contained (taking into account all amendments and supplements thereto filed prior to the date hereof) any untrue statement of a material fact or omitted to state any a material fact required to be stated or incorporated by reference therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading; provided. To the Knowledge of Purchaser, howevernone of the Purchaser SEC Documents is the subject of ongoing SEC review or outstanding SEC investigation and there are no outstanding or unresolved comments received from the SEC with respect to any of the Purchaser SEC Documents. None of Purchaser’s subsidiaries is required to file or furnish any forms, that no representation is made as to reports, or other documents with the accuracy of any financial projections or forward looking statementsSEC.

SEC Filings; Financial Statements; Undisclosed Liabilities. (a) Each of the Company, Public Service The Company of New Mexico (“PNM”), Texas-New Mexico Power Company (“TNMP”) and each other subsidiary of the Company (if any) required to make such filings has timely filed or furnished, on a timely basis, furnished all forms, reports, schedules, statements (including definitive proxy statements), certifications and other documents (including all exhibits and other information incorporated therein, amendments and supplements thereto) in each case required to be filed by it with, or furnished by the Companyit to, PNM, TNMP or such other subsidiary, as applicable, with the U.S. Securities and Exchange Commission (the “SEC”) since January 1, 2017 (the “Applicable Date through the date hereof Date”) (all such forms, reports, schedules, statements, certificates and other documents filed or furnished with the SEC since the Applicable Date, including those filed or furnished after the date hereof and including all exhibits and other information incorporated therein, amendments and supplements thereto, collectively, the “Company SEC Reports”). As of their respective SEC filing dates, or, if amended or superseded by a subsequent filing made prior to the date of this Agreementfiling, as of the date of the last such amendment or superseding filing prior to filing, (i) the date of this Agreement, the Company SEC Reports complied as to form in all material respects with the applicable requirements of the Securities Act of 1933, as amended 1933 (the “Securities Act”), the Exchange Act and the XxxxxxxxSxxxxxxx-Xxxxx Act of 2002 (the “Sarbanes Oxley Act”)2002, as the case may be, and the applicable rules and regulations promulgated thereunder, each as in effect on the date of any such filing. As of the time of filing with the SEC and (or, if amended or superseded prior to the date of this Agreement, as of the date of such amendment or superseding filing), ii) none of the Company SEC Reports so filed contained (taking into account all amendments and supplements thereto filed prior to the date hereof) any untrue statement of a material fact or omitted to state any material fact required to be stated or incorporated by reference therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading; provided, however, that no representation is made as to the accuracy of any financial projections or forward looking statements.

SEC Filings; Financial Statements; Undisclosed Liabilities. (a) Each of the Company, Public Service The Company of New Mexico (“PNM”), Texas-New Mexico Power Company (“TNMP”) and each other subsidiary of the Company (if any) required to make such filings has filed with or furnished, furnished to the SEC on a timely basis, basis all forms, reports, schedules, statements (including definitive proxy statements), certifications and other documents (including all exhibits and other information incorporated therein, amendments and supplements thereto) in each case Company SEC Documents required to be filed with or furnished to the SEC by the Company, PNM, TNMP or such other subsidiary, as applicable, with the U.S. Securities and Exchange Commission (the “SEC”) since the Applicable Date through the date hereof (all such forms, reports, schedules, statements, and other documents filed or furnished with the SEC since the Applicable Date, including those filed or furnished after the date hereof and including all exhibits and other information incorporated therein, amendments and supplements thereto, collectively, the “Company SEC Reports”). As of their respective dates, the time it was filed with or furnished to the SEC (or, if amended or superseded by a subsequent filing made prior to the date of this Agreement, as of the date of the last such amendment or superseding filing prior to the date of this Agreement, then on the date of such filing): (i) each of the Company SEC Reports Documents complied as to form in all material respects with the applicable requirements of the Securities Act of 1933, as amended (the “Securities Act”), or the Exchange Act and the Xxxxxxxx-Xxxxx Act of 2002 (the “Sarbanes Oxley Act”), as the case may be, and the applicable rules and regulations promulgated thereunder), each as in effect on the date of any such filing. As of the time of filing with the Company SEC Document was filed; and (or, if amended or superseded prior to the date of this Agreement, as of the date of such amendment or superseding filing), ii) none of the Company SEC Reports so filed Documents contained (taking into account all amendments and supplements thereto filed prior to the date hereof) any untrue statement of a material fact or omitted to state any a material fact required to be stated or incorporated by reference therein or necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading; provided. As of the date of this Agreement, however, that there are no representation is made as outstanding or unresolved comments received from the SEC with respect to any of the Company SEC Documents. True and correct copies of all Company SEC Documents filed or furnished prior to the accuracy date of this Agreement have been furnished to Parent or are publicly available in the Electronic Data Gathering, Analysis and Retrieval (XXXXX) database of the SEC. None of the Company’s Subsidiaries is required to file or furnish any financial projections forms, reports or forward looking statementsother documents with the SEC.

SEC Filings; Financial Statements; Undisclosed Liabilities. (a) Each of the Company, Public Service The Company of New Mexico (“PNM”), Texas-New Mexico Power Company (“TNMP”) and each other subsidiary of the Company (if any) required to make such filings has timely filed or furnished, on a timely basis, furnished all forms, reports, schedules, statements (including definitive proxy statements), certifications and other documents (including all exhibits and other information incorporated therein, amendments and supplements thereto) in each case required to be filed or furnished on or prior to the date hereof by the Company, PNM, TNMP or such other subsidiary, as applicable, it with the U.S. Securities and Exchange Commission (the “SEC”) since January 1, 2018 (the “Applicable Date Date”) through the date hereof (all such forms, reports, schedules, statements, certificates and other documents filed or furnished with the SEC since the Applicable Date, including those filed or furnished after the date hereof and including all exhibits and other information incorporated therein, amendments and supplements thereto, collectively, the “Company SEC Reports”). As of their respective SEC filing dates, or, if amended or superseded by a subsequent filing made prior to the date of this Agreement, as of the date of the last such amendment or superseding filing prior to the date of this Agreement, the Company SEC Reports complied as to form in all material respects with the applicable requirements of the Securities Act of 1933, as amended (the “Securities Act”), the Exchange Act and the Xxxxxxxx-Xxxxx Act of 2002 (the “Sarbanes Oxley Act”)2002, as the case may be, and the applicable rules and regulations promulgated thereunder, each as in effect on the date of any such filing. As of the time of filing with the SEC (or, if amended or superseded prior to the date of this Agreement, as of the date of such amendment or superseding filingamendment), none of the Company SEC Reports so filed contained (taking into account all amendments and supplements thereto filed prior to the date hereof) contained, when filed, any untrue statement of a material fact or omitted to state any material fact required to be stated or incorporated by reference therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading; provided, however, that no representation is made as except to the accuracy extent that the information in such SEC Reports has been amended or superseded by a later SEC Report filed prior to the date of this Agreement. Since the Applicable Date, the Company has been in compliance in all material respects with the applicable listing and corporate governance rules and regulations of the New York Stock Exchange. As of the date hereof, there are no outstanding or unresolved comments in comment letters received from the SEC with respect to any financial projections or forward looking statementsof the SEC Reports. None of the Company’s subsidiaries is required to file periodic reports with the SEC pursuant to the Exchange Act.

SEC Filings; Financial Statements; Undisclosed Liabilities. (a) Each of the Company, Public Service The Company of New Mexico (“PNM”), Texas-New Mexico Power Company (“TNMP”) and each other subsidiary of the Company (if any) required to make such filings has filed or furnished, furnished on a timely basisbasis all registration statements, all forms, reports, schedules, statements (including definitive proxy statements), certifications and other documents (including all exhibits and other information incorporated therein, amendments and supplements thereto) in each case required to be filed or furnished on or prior to the date hereof by the Company, PNM, TNMP or such other subsidiary, as applicable, it with the U.S. Securities and Exchange Commission (the “"SEC”") since the Applicable Date through the date hereof (all such registration statements, forms, reports, schedules, statements, certificates and other documents filed or furnished with the SEC since the Applicable Date, including those filed or furnished after the date hereof and including all exhibits and other information incorporated therein, amendments and supplements thereto, collectively, the “Company "SEC Reports”"). As of their respective dateseffective dates (in the case of SEC Reports that are registration statements filed pursuant to the requirements of the Securities Act (as defined below)) and as of their respective SEC filing dates (in the case of all other SEC Reports), or, if amended or superseded by a subsequent filing made prior to the date of this Agreement, as of the date of the last such amendment or superseding filing prior to the date of this Agreement, the Company SEC Reports (i) complied as to form in all material respects with the applicable requirements of the Securities Act of 1933, as amended (the “"Securities Act”"), the Exchange Act and the XxxxxxxxSxxxxxxx-Xxxxx Act of 2002 (the “Sarbanes Oxley Act”"SOX"), as the case may be, and the applicable rules and regulations promulgated thereunderthereunder and (ii) were prepared in all material respects in accordance with the applicable requirements of the Securities Act, the Exchange Act, SOX and other applicable Law, each as in effect on the date of any such filing. As of the time of filing with the SEC (or, if amended or superseded prior to the date of this Agreement, as of the date of such amendment or superseding filingamendment), none of the Company SEC Reports so filed contained (taking into account all amendments and supplements thereto filed prior to the date hereof) contained, when filed, any untrue statement of a material fact or omitted to state any material fact required to be stated or incorporated by reference therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading; provided, however, that no representation is made as except to the accuracy extent that the information in such SEC Reports has been amended or superseded by a later SEC Report filed prior to the date of this Agreement. There are no outstanding or unresolved comments in comment letters received from the SEC or its staff. There has been no material correspondence between the SEC and the Company since the Applicable Date that is not set forth in the SEC Reports or that has not otherwise been disclosed to BidCo prior to the date hereof. None of the SEC Reports is the subject of ongoing SEC review and there are no inquiries or inspections by the SEC regarding the accounting practices of the Company. No subsidiary of the Company is subject to the periodic reporting requirements of the Exchange Act or is otherwise required to file any financial projections periodic forms, reports, schedules, statements or forward looking statementsother documents with the SEC. Since the Applicable Date, subject to any applicable grace period, the Company has been in compliance in all material respects with the applicable listing and corporate governance rules and regulations of Nasdaq.

SEC Filings; Financial Statements; Undisclosed Liabilities. (a) Each of the Company, Public Service Company of New Mexico (“PNM”), Texas-New Mexico Power Company (“TNMP”) and each other subsidiary of the Company (if any) required to make such filings Parent has filed or furnished, on a timely basis, furnished all forms, reports, schedules, statements (including definitive proxy statements), certifications and other documents (including all exhibits and other information incorporated therein, amendments and supplements thereto) in each case required to be filed or furnished on or prior to the date hereof by the Company, PNM, TNMP or such other subsidiary, as applicable, it with the U.S. Securities and Exchange Commission (the “SEC”) SEC since the Applicable Date through the date hereof (all such forms, reports, schedules, statements, certificates and other documents filed or furnished with the SEC since the Applicable Date, including those filed or furnished after the date hereof and including all exhibits and other information incorporated therein, amendments and supplements thereto, collectively, the “Company Parent SEC Reports”). As of their respective SEC filing dates, or, if amended or superseded by a subsequent filing made prior to the date of this Agreement, as of the date of the last such amendment or superseding filing prior to the date of this Agreement, the Company Parent SEC Reports complied as to form in all material respects with the applicable requirements of the Securities Act of 1933, as amended (the “Securities Act”), the Exchange Act and the Xxxxxxxx-Xxxxx Act of 2002 (the “Sarbanes Oxley Act”)2002, as the case may be, and the applicable rules and regulations promulgated thereunder, each as in effect on the date of any such filing. As of the time of filing with the SEC (or, if amended or superseded prior to the date of this Agreement, as of the date of such amendment or superseding filingamendment), none of the Company Parent SEC Reports so filed contained (taking into account all amendments and supplements thereto filed prior to the date hereof) contained, when filed, any untrue statement of a material fact or omitted to state any material fact required to be stated or incorporated by reference therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading; provided, however, that no representation is made as except to the accuracy extent that the information in such Parent SEC Reports has been amended or superseded by a later Parent SEC Report filed prior to the date of this Agreement. Since the Applicable Date, Parent has been in compliance in all material respects with the applicable listing and corporate governance rules and regulations of NASDAQ. As of the date of this Agreement, there are no material outstanding or unresolved comments in comment letters from the SEC staff with respect to any financial projections or forward looking statementsof the Parent SEC Reports.

SEC Filings; Financial Statements; Undisclosed Liabilities. (a) Each of Parent has timely filed with or furnished to, as applicable, the CompanySEC all registration statements, Public Service Company of New Mexico (“PNM”), Texas-New Mexico Power Company (“TNMP”) and each other subsidiary of the Company (if any) required to make such filings has filed or furnished, on a timely basis, all formsprospectuses, reports, schedules, statements (including definitive proxy forms, statements), certifications and other documents (including all exhibits and all other information incorporated therein, amendments and supplements theretoby reference) in each case required to be filed or furnished by the Company, PNM, TNMP or such other subsidiary, as applicable, with the U.S. Securities and Exchange Commission (the “SEC”) since the Applicable Date through the date hereof (all such forms, reports, schedules, statements, and other documents filed or furnished it with the SEC since the Applicable DateMarch 31, including those filed or furnished after the date hereof and including all exhibits and other information incorporated therein, amendments and supplements thereto, collectively, 2018 (the “Company Parent SEC ReportsDocuments”). True, correct, and complete copies of all the Parent SEC Documents are publicly available on XXXXX. As of their respective dates, filing dates or, if amended or superseded by a subsequent filing made prior to the date of this Agreementhereof, as of the date of the last such amendment or superseding filing prior to (and, in the date case of this Agreementregistration statements and proxy statements, on the Company dates of effectiveness and the dates of the relevant meetings, respectively), each of the Parent SEC Reports Documents complied as to form in all material respects with the applicable requirements of the Securities Act of 1933, as amended (the “Securities Act”), the Exchange Act Act, and the Xxxxxxxx-Xxxxx Act of 2002 (the “Sarbanes Oxley Act”), as the case may be, and the applicable rules and regulations promulgated thereunder, each as in effect on the date of any such filing. As of the SEC thereunder applicable to such Parent SEC Documents. None of the Parent SEC Documents, including any financial statements, schedules, or exhibits included or incorporated by reference therein at the time of filing with the SEC they were filed (or, if amended or superseded by a subsequent filing prior to the date of this Agreementhereof, as of the date of the last such amendment or superseding filing), none of the Company SEC Reports so filed contained (taking into account all amendments and supplements thereto filed prior to the date hereof) any untrue statement of a material fact or omitted to state any a material fact required to be stated or incorporated by reference therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading; provided. To the knowledge of Parent, howevernone of the Parent SEC Documents is the subject of ongoing SEC review or outstanding SEC investigation and there are no outstanding or unresolved comments received from the SEC with respect to any of the Parent SEC Documents. None of Parent’s Subsidiaries is required to file or furnish any forms, that no representation is made as to reports, or other documents with the accuracy of any financial projections or forward looking statementsSEC.

SEC Filings; Financial Statements; Undisclosed Liabilities. (a) Each of SEC Filings. Parent has timely filed with or furnished to, as applicable, the CompanySEC all registration statements, Public Service Company of New Mexico (“PNM”), Texas-New Mexico Power Company (“TNMP”) and each other subsidiary of the Company (if any) required to make such filings has filed or furnished, on a timely basis, all formsprospectuses, reports, schedules, statements (including definitive proxy forms, statements), certifications and other documents (including all exhibits and all other information incorporated therein, amendments and supplements theretoby reference) in each case required to be filed or furnished by the Company, PNM, TNMP or such other subsidiary, as applicable, with the U.S. Securities and Exchange Commission (the “SEC”) since the Applicable Date through the date hereof (all such forms, reports, schedules, statements, and other documents filed or furnished it with the SEC since for the Applicable Date, including those filed or furnished after two years preceding the date hereof and up to and including all exhibits and other information incorporated therein, amendments and supplements thereto, collectively, the Closing Date (the “Company Parent SEC ReportsDocuments”). True, correct, and complete copies of all the Parent SEC Documents are publicly available on EXXXX. As of their respective dates, filing dates or, if amended or superseded by a subsequent filing made prior to the date of this Agreementhereof, as of the date of the last such amendment or superseding filing prior to (and, in the date case of this Agreementregistration statements and proxy statements, on the Company dates of effectiveness and the dates of the relevant meetings, respectively), each of the Parent SEC Reports Documents complied as to form in all material respects with the applicable requirements of the Securities Act of 1933, as amended (the “Securities Act”), the Exchange Act and the Xxxxxxxx-Xxxxx Act of 2002 (the “Sarbanes Oxley Act”), as the case may be, and the applicable Sxxxxxxx-Xxxxx Act, and the rules and regulations promulgated thereunder, each as in effect on the date of any such filing. As of the SEC thereunder applicable to such Parent SEC Documents. None of the Parent SEC Documents, including any financial statements, schedules, or exhibits included or incorporated by reference therein at the time of filing with the SEC they were filed (or, if amended or superseded by a subsequent filing prior to the date of this Agreementhereof, as of the date of the last such amendment or superseding filing), none of the Company SEC Reports so filed contained (taking into account all amendments and supplements thereto filed prior to the date hereof) any untrue statement of a material fact or omitted to state any a material fact required to be stated or incorporated by reference therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading; provided. To the Knowledge of Parent, howevernone of the Parent SEC Documents is the subject of ongoing SEC review or outstanding SEC investigation and there are no outstanding or unresolved comments received from the SEC with respect to any of the Parent SEC Documents. None of Parent’s Subsidiaries is required to file or furnish any forms, that no representation reports, or other documents with the SEC and neither Parent nor any of its Subsidiaries is made as required to the accuracy file or furnish any forms, reports, or other documents with any securities regulation (or similar) regime of any financial projections or forward looking statementsa non-United States Governmental Authority.

SEC Filings; Financial Statements; Undisclosed Liabilities. (a) Each of the Company, Public Service The Company of New Mexico (“PNM”), Texas-New Mexico Power Company (“TNMP”) and each other subsidiary of the Company (if any) required to make such filings has timely filed or furnished, on a timely basis, furnished all forms, reports, schedules, statements (including definitive proxy statements), certifications and other documents (including all exhibits and other information incorporated therein, amendments and supplements thereto) in each case required to be filed by it with, or furnished by the Companyit to, PNM, TNMP or such other subsidiary, as applicable, with the U.S. Securities and Exchange Commission (the “SEC”) since January 1, 2017 (the “Applicable Date through the date hereof Date”) (all such forms, reports, schedules, statements, certificates and other documents filed or furnished with the SEC since the Applicable Date, including those filed or furnished after the date hereof and including all exhibits and other information incorporated therein, amendments and supplements thereto, collectively, the “Company SEC Reports”). As of their respective SEC filing dates, or, if amended or superseded by a subsequent filing made prior to the date of this Agreementfiling, as of the date of the last such amendment or superseding filing prior to filing, (i) the date of this Agreement, the Company SEC Reports complied as to form in all material respects with the applicable requirements of the Securities Act of 1933, as amended 1933 (the “Securities Act”), the Exchange Act and the Xxxxxxxx-Xxxxx Act of 2002 (the “Sarbanes Oxley Act”)2002, as the case may be, and the applicable rules and regulations promulgated thereunder, each as in effect on the date of any such filing. As of the time of filing with the SEC and (or, if amended or superseded prior to the date of this Agreement, as of the date of such amendment or superseding filing), ii) none of the Company SEC Reports so filed contained (taking into account all amendments and supplements thereto filed prior to the date hereof) any untrue statement of a material fact or omitted to state any material fact required to be stated or incorporated by reference therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading; provided, however, that no representation is made as to the accuracy of any financial projections or forward looking statements.

SEC Filings; Financial Statements; Undisclosed Liabilities. (a) Each True, correct and complete copies of the Companyall registration statements, Public Service Company of New Mexico (“PNM”), Texas-New Mexico Power Company (“TNMP”) and each other subsidiary of the Company (if any) required to make such filings has filed or furnished, on a timely basis, all formsprospectuses, reports, schedules, forms, statements (including definitive proxy statements), certifications and other documents (including all exhibits and all other information incorporated therein, amendments and supplements theretoby reference) in each case required to be filed or furnished by the Company, PNM, TNMP or such other subsidiary, as applicable, Joway with the U.S. Securities and Exchange Commission SEC (the “SECJoway SEC Documents”) since are publicly available in the Applicable Date through the date hereof (all such formsElectronic Data Gathering, reports, schedules, statements, Analysis and other documents filed or furnished with Retrieval database of the SEC since the Applicable Date, including those filed or furnished after the date hereof and including all exhibits and other information incorporated therein, amendments and supplements thereto, collectively, the (“Company SEC ReportsXXXXX”). As of their respective dates, filing dates or, if amended or superseded by a subsequent filing made prior to the date of this Agreementhereof, as of the date of the last such amendment or superseding filing prior to (and, in the date case of this Agreementregistration statements, on the Company dates of effectiveness), each of the Joway SEC Reports Documents complied as to form in all material respects with the applicable requirements of the Securities Act of 1933, as amended (the “Securities Act”), the Securities Exchange Act of 1934, as amended, and the Xxxxxxxx-Xxxxx Act of 2002 (the “Sarbanes Oxley Act”), as the case may be2002, and the applicable rules and regulations promulgated thereunder, each as in effect on the date of any such filing. As of the SEC thereunder applicable to such Joway SEC Documents. None of the Joway SEC Documents, including any financial statements, schedules or exhibits included or incorporated by reference therein at the time of filing with the SEC they were filed (or, if amended or superseded by a subsequent filing prior to the date of this Agreementhereof, as of the date of the last such amendment or superseding filing), none of the Company SEC Reports so filed contained (taking into account all amendments and supplements thereto filed prior to the date hereof) any untrue statement of a material fact or omitted to state any a material fact required to be stated or incorporated by reference therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading; provided. To the knowledge of Joway, howevernone of the Joway SEC Documents is the subject of ongoing SEC review or outstanding SEC investigation and there are no outstanding or unresolved comments received from the SEC with respect to any of the Joway SEC Documents. None of Joway’s Subsidiaries is required to file or furnish any forms, that no representation is made as to reports or other documents with the accuracy of any financial projections or forward looking statementsSEC.

SEC Filings; Financial Statements; Undisclosed Liabilities. (as) Each of SEC Filings. Gopher has timely filed with or furnished to, as applicable, the CompanySEC all registration statements, Public Service Company of New Mexico (“PNM”), Texas-New Mexico Power Company (“TNMP”) and each other subsidiary of the Company (if any) required to make such filings has filed or furnished, on a timely basis, all formsprospectuses, reports, schedules, statements (including definitive proxy forms, statements), certifications and other documents (including all exhibits and all other information incorporated therein, amendments and supplements theretoby reference) in each case required to be filed or furnished by the Company, PNM, TNMP or such other subsidiary, as applicable, with the U.S. Securities and Exchange Commission (the “SEC”) since the Applicable Date through the date hereof (all such forms, reports, schedules, statements, and other documents filed or furnished it with the SEC since January 1, 2017, provided however, no representation is made with respect to the Applicable Datefiling of Current Reports on form 8-K. (the "Gopher SEC Documents"). True, including those filed or furnished after correct, and complete copies of all the date hereof and including all exhibits and other information incorporated therein, amendments and supplements thereto, collectively, the “Company Gopher SEC Reports”)Documents are publicly available on XXXXX. As of their respective dates, filing dates or, if amended or superseded by a subsequent filing made prior to the date of this Agreementhereof, as of the date of the last such amendment or superseding filing prior to (and, in the date case of this Agreementregistration statements and proxy statements, on the Company dates of effectiveness and the dates of the relevant meetings, respectively), each of the filed Gopher SEC Reports Documents complied as to form in all material respects with the applicable requirements of the Securities Act of 1933, as amended (the “Securities Act”), the Exchange Act Act, and the Xxxxxxxx-Xxxxx Act of 2002 (the “Sarbanes Oxley Act”), as the case may be, and the applicable rules and regulations promulgated thereunder, each as in effect on the date of any such filing. As of the SEC thereunder applicable to such Gopher SEC Documents. None of the Gopher SEC Documents, including any financial statements, schedules, or exhibits included or incorporated by reference therein at the time of filing with the SEC they were filed (or, if amended or superseded by a subsequent filing prior to the date of this Agreementhereof, as of the date of the last such amendment or superseding filing), none of the Company SEC Reports so filed contained (taking into account all amendments and supplements thereto filed prior to the date hereof) any untrue statement of a material fact or omitted to state any a material fact required to be stated or incorporated by reference therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading; provided. To the Knowledge of Gopher, howevernone of the Gopher SEC Documents is the subject of ongoing SEC review or outstanding SEC investigation and there are no outstanding or unresolved comments received from the SEC with respect to any of the Gopher SEC Documents. None of Gopher's Subsidiaries is required to file or furnish any forms, that no representation is made as to reports, or other documents with the accuracy of any financial projections or forward looking statementsSEC.

SEC Filings; Financial Statements; Undisclosed Liabilities. (a) Each of Parent has timely filed with or furnished to, as applicable, the CompanySEC all registration statements, Public Service Company of New Mexico (“PNM”), Texas-New Mexico Power Company (“TNMP”) and each other subsidiary of the Company (if any) required to make such filings has filed or furnished, on a timely basis, all formsprospectuses, reports, schedules, statements (including definitive proxy forms, statements), certifications and other documents (including all exhibits and all other information incorporated therein, amendments and supplements theretoby reference) in each case required to be filed or furnished by the Company, PNM, TNMP or such other subsidiary, as applicable, with the U.S. Securities and Exchange Commission (the “SEC”) since the Applicable Date through the date hereof (all such forms, reports, schedules, statements, and other documents filed or furnished it with the SEC since the Applicable DateJanuary 1, including those filed or furnished after the date hereof and including all exhibits and other information incorporated therein, amendments and supplements thereto, collectively, 2017 (the “Company Parent SEC ReportsDocuments”). True, correct, and complete copies of all the Parent SEC Documents are publicly available on EXXXX. As of their respective dates, filing dates or, if amended or superseded by a subsequent filing made prior to the date of this Agreementhereof, as of the date of the last such amendment or superseding filing prior to (and, in the date case of this Agreementregistration statements and proxy statements, on the Company dates of effectiveness and the dates of the relevant meetings, respectively), each of the Parent SEC Reports Documents complied as to form in all material respects with the applicable requirements of the Securities Act of 1933, as amended (the “Securities Act”), the Exchange Act and the Xxxxxxxx-Xxxxx Act of 2002 (the “Sarbanes Oxley Act”), as the case may be, and the applicable Sxxxxxxx-Xxxxx Act, and the rules and regulations promulgated thereunder, each as in effect on the date of any such filing. As of the SEC thereunder applicable to such Parent SEC Documents. None of the Parent SEC Documents, including any financial statements, schedules, or exhibits included or incorporated by reference therein at the time of filing with the SEC they were filed (or, if amended or superseded by a subsequent filing prior to the date of this Agreementhereof, as of the date of the last such amendment or superseding filing), none of the Company SEC Reports so filed contained (taking into account all amendments and supplements thereto filed prior to the date hereof) any untrue statement of a material fact or omitted to state any a material fact required to be stated or incorporated by reference therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading; provided. To the Knowledge of Parent, howevernone of the Parent SEC Documents is the subject of ongoing SEC review or outstanding SEC investigation and there are no outstanding or unresolved comments received from the SEC with respect to any of the Parent SEC Documents. None of Parent’s subsidiaries is required to file or furnish any forms, that no representation is made as to reports, or other documents with the accuracy of any financial projections or forward looking statements.SEC. 39

SEC Filings; Financial Statements; Undisclosed Liabilities. (a) Each of the Company, Public Service The Company of New Mexico (“PNM”), Texas-New Mexico Power Company (“TNMP”) and each other subsidiary of the Company (if any) required to make such filings has filed or furnished, on a timely basis, all forms, reports, schedules, statements (including definitive proxy statements), certifications and other documents (including all exhibits and other information incorporated therein, amendments and supplements thereto) in each case required to be filed or furnished by the Company, PNM, TNMP or such other subsidiary, as applicable, it with the U.S. Securities and Exchange Commission (the “SEC”) since January 1, 2014 (the “Applicable Date through the date hereof Date”) (all such forms, reports, schedules, statements, certificates and other documents filed or furnished with the SEC since the Applicable Date, including those filed or furnished after the date hereof and including all exhibits and other information incorporated therein, amendments and supplements thereto, collectively, the “Company SEC Reports”). As of their respective SEC filing dates, or, if amended or superseded by a subsequent filing made prior to the date of this Agreement, as of the date of the last such amendment or superseding filing prior to the date of this Agreement, the Company SEC Reports complied as to form in all material respects with the applicable requirements of the Securities Act of 1933, as amended (the “Securities Act”), the Exchange Act and the Xxxxxxxx-Xxxxx Act of 2002 (the “Sarbanes Oxley Act”)2002, as the case may be, and the applicable rules and regulations promulgated thereunder, each as in effect on the date of any such filing. As of the time of filing with the SEC (or, if amended or superseded prior to the date of this Agreement, as of the date of such amendment or superseding filingamendment), none of the Company SEC Reports so filed contained (taking into account all amendments and supplements thereto filed prior to the date hereof) contained, when filed, any untrue statement of a material fact or omitted to state any material fact required to be stated or incorporated by reference therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading; provided, however, that no representation is made as except to the accuracy extent that the information in such SEC Reports has been amended or superseded by a later SEC Report filed prior to the date of any financial projections this Agreement. As of the date hereof, (i) there are no outstanding or forward looking statementsunresolved comments in comment letters received from the SEC or its staff and (ii) none of the subsidiaries of the Company is subject to the reporting requirements of Section 13a or 15d of the Exchange Act. Since the Applicable Date, the Company has been in compliance in all material respects with the applicable listing and corporate governance rules and regulations of the New York Stock Exchange.

SEC Filings; Financial Statements; Undisclosed Liabilities. (a) Each of SEC Filings. Parent has timely filed with or furnished to, as applicable, the CompanySEC all registration statements, Public Service Company of New Mexico (“PNM”), Texas-New Mexico Power Company (“TNMP”) and each other subsidiary of the Company (if any) required to make such filings has filed or furnished, on a timely basis, all formsprospectuses, reports, schedules, statements (including definitive proxy forms, statements), certifications and other documents (including all exhibits and all other information incorporated therein, amendments and supplements theretoby reference) in each case required to be filed or furnished by the Company, PNM, TNMP or such other subsidiary, as applicable, with the U.S. Securities and Exchange Commission (the “SEC”) since the Applicable Date through the date hereof (all such forms, reports, schedules, statements, and other documents filed or furnished it with the SEC since the Applicable DateJanuary 1, including those filed or furnished after the date hereof and including all exhibits and other information incorporated therein, amendments and supplements thereto, collectively, 2021 (the “Company Parent SEC ReportsDocuments”). True, correct, and complete copies of all the Parent SEC Documents are publicly available on EXXXX. As of their respective dates, filing dates or, if amended or superseded by a subsequent filing made prior to the date of this Agreementhereof, as of the date of the last such amendment or superseding filing prior to (and, in the date case of this Agreementregistration statements and proxy statements, on the Company dates of effectiveness and the dates of the relevant meetings, respectively), each of the Parent SEC Reports Documents complied as to form in all material respects with the applicable requirements of the Securities Act of 1933, as amended (the “Securities Act”), the Exchange Act and the Xxxxxxxx-Xxxxx Act of 2002 (the “Sarbanes Oxley Act”), as the case may be, and the applicable Sxxxxxxx-Xxxxx Act, and the rules and regulations promulgated thereunder, each as in effect on the date of any such filing. As of the SEC thereunder applicable to such Parent SEC Documents. None of the Parent SEC Documents, including any financial statements, schedules, or exhibits included or incorporated by reference therein at the time of filing with the SEC they were filed (or, if amended or superseded by a subsequent filing prior to the date of this Agreementhereof, as of the date of the last such amendment or superseding filing), none of the Company SEC Reports so filed contained (taking into account all amendments and supplements thereto filed prior to the date hereof) any untrue statement of a material fact or omitted to state any a material fact required to be stated or incorporated by reference therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading; provided. To the Knowledge of Parent, howevernone of the Parent SEC Documents is the subject of ongoing SEC review or outstanding SEC investigation and there are no outstanding or unresolved comments received from the SEC with respect to any of the Parent SEC Documents. None of Parent's Subsidiaries is required to file or furnish any forms, that no representation reports, or other documents with the SEC and neither Parent nor any of its Subsidiaries is made as required to the accuracy file or furnish any forms, reports, or other documents with any securities regulation (or similar) regime of any financial projections or forward looking statementsa non-United States Governmental Entity.

SEC Filings; Financial Statements; Undisclosed Liabilities. (a) Each of the Company, Public Service Company of New Mexico (“PNM”), Texas-New Mexico Power Company (“TNMP”) and each other subsidiary Other than as set forth in Section 4.07 of the Company Disclosure Schedule, the Company has timely filed (if anyafter giving effect to all valid extensions of the time to file) required to make such filings has filed or furnished, on a timely basis, all forms, reports, schedules, statements (including definitive proxy statements), certifications and other documents (including all exhibits exhibits, supplements and other information incorporated therein, amendments and supplements thereto) in each case required to be filed or furnished by the Company, PNM, TNMP or such other subsidiary, as applicable, with the U.S. Securities and Exchange Commission (the “SEC”) since the Applicable Date through the date hereof (all such forms, reports, schedules, statements, and other documents filed or furnished it with the SEC since the Applicable DateJanuary 1, including those filed or furnished after the date hereof and including all exhibits and other information incorporated therein2007 (collectively, with any amendments and supplements thereto, collectively, the “Company SEC Reports”). As of their respective dates, or, if amended Except to the extent that the information in any SEC Report has been revised or superseded by a subsequent filing made SEC Report filed prior to the date hereof, each SEC Report (including any financial statements or schedules included therein) (i) as of this Agreement, its date and if amended prior to the date hereof as of the date of the last such amendment or superseding filing prior to the date of this Agreement, the Company SEC Reports complied as to form in all material respects with the applicable requirements of the Securities Act of 1933Exchange Act, as amended (the “Securities Act”), the Exchange Act and the Xxxxxxxx-Xxxxx Act of 2002 (the “Sarbanes Oxley Xxxxxxxx-Xxxxx Act”), as including, in each case, the case may be, and the applicable rules and regulations promulgated thereunder, each as in effect on and the date of any such filing. As of Xxxx–Xxxxx Xxxx Street Reform and Consumer Protection Act (the “Xxxx-Xxxxx Act”), and (ii) at the time of filing with the SEC (did not, or, if amended or superseded prior by a SEC Report filed subsequent to the date of this Agreement, as of the date of such amendment or superseding filing)amendment, none of the Company SEC Reports so filed contained (taking into account all amendments and supplements thereto filed prior to the date hereof) contain any untrue statement of a material fact or omitted to state any 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; provided. No subsidiary of the Company is or since January 1, however2007, that no representation is made as has been required to file any form, report or other document with the accuracy of any financial projections or forward looking statementsSEC.

SEC Filings; Financial Statements; Undisclosed Liabilities. (a) Each of the Company, Public Service Company of New Mexico (“PNM”), Texas-New Mexico Power Company (“TNMP”) and each other subsidiary of the Company (if any) required to make such filings XXXX has filed with or furnishedfurnished to, on a timely basisas applicable, the SEC all formsregistration statements, prospectuses, reports, schedules, statements (including definitive proxy forms, statements), certifications and other documents (including all exhibits and all other information incorporated therein, amendments and supplements theretoby reference) in each case required to be filed or furnished by the Company, PNM, TNMP or such other subsidiary, as applicable, with the U.S. Securities and Exchange Commission (the “SEC”) since the Applicable Date through the date hereof (all such forms, reports, schedules, statements, and other documents filed or furnished it with the SEC since January 24, 2023 (the Applicable Date“XXXX SEC Documents”). True and complete copies of all the XXXX SEC Documents are publicly available on XXXXX, including those filed or furnished after other than any correspondences to the SEC, to the extent such filings are not publicly available as of the date hereof and including all exhibits and other information incorporated therein, amendments and supplements thereto, collectively, the “Company SEC Reports”)hereof. As of their respective dates, filing dates or, if amended or superseded by a subsequent filing made prior to the date of this Agreementhereof, as of the date of the last such amendment or superseding filing prior to (and, in the date case of this Agreementregistration statements and proxy statements, on the Company dates of effectiveness and the dates of the relevant meetings, respectively), each of the XXXX SEC Reports Documents complied as to form in all material respects with the applicable requirements of the Securities Act of 1933, as amended (the “Securities Act”), the Securities Exchange Act Act, and the Xxxxxxxx-Xxxxx Act of 2002 (the “Sarbanes Oxley Act”), as the case may be2002, and the applicable rules and regulations promulgated thereunder, each as in effect on the date of any such filing. As of the SEC thereunder applicable to such XXXX SEC Documents. None of the XXXX SEC Documents, including any financial statements, schedules, or exhibits included or incorporated by reference therein at the time of filing with the SEC they were filed (or, if amended or superseded by a subsequent filing prior to the date of this Agreementhereof, as of the date of the last such amendment or superseding filing), none of the Company SEC Reports so filed contained (taking into account all amendments and supplements thereto filed prior to the date hereof) any untrue statement of a material fact or omitted to state any a material fact required to be stated or incorporated by reference therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading; provided. To the Knowledge of XXXX, howevernone of the XXXX SEC Documents is the subject of ongoing SEC review or outstanding SEC investigation and there are no outstanding or unresolved comments received from the SEC with respect to any of the XXXX SEC Documents. None of XXXX’x subsidiaries is required to file or furnish any forms, that no representation reports, or other documents with the SEC and neither XXXX nor any of its subsidiaries is made as required to the accuracy file or furnish any forms, reports, or other documents with any securities regulation (or similar) regime of any financial projections or forward looking statementsa non-United States Authority.

SEC Filings; Financial Statements; Undisclosed Liabilities. (a) Each of ). SEC Filings. Parent has timely filed with or furnished to, as applicable, the CompanySEC all registration statements, Public Service Company of New Mexico (“PNM”), Texas-New Mexico Power Company (“TNMP”) and each other subsidiary of the Company (if any) required to make such filings has filed or furnished, on a timely basis, all formsprospectuses, reports, schedules, statements (including definitive proxy forms, statements), certifications and other documents (including all exhibits and all other information incorporated therein, amendments and supplements theretoby reference) in each case required to be filed or furnished by the Company, PNM, TNMP or such other subsidiary, as applicable, with the U.S. Securities and Exchange Commission (the “SEC”) since the Applicable Date through the date hereof (all such forms, reports, schedules, statements, and other documents filed or furnished it with the SEC since the Applicable DateSeptember 30, including those filed or furnished after the date hereof and including all exhibits and other information incorporated therein, amendments and supplements thereto, collectively, 2018 (the “Company Parent SEC ReportsDocuments”). True, correct, and complete copies of all the Parent SEC Documents are publicly available on EDXXX. As of their respective dates, filing dates or, if amended or superseded by a subsequent filing made prior to the date of this Agreementhereof, as of the date of the last such amendment or superseding filing prior to (and, in the date case of this Agreementregistration statements and proxy statements, on the Company dates of effectiveness and the dates of the relevant meetings, respectively), each of the Parent SEC Reports Documents complied as to form in all material respects with the applicable requirements of the Securities Act of 1933, as amended (the “Securities Act”), the Exchange Act and the Xxxxxxxx-Xxxxx Act of 2002 (the “Sarbanes Oxley Act”), as the case may be, and the applicable Saxxxxxx-Xxxxx Xct, and the rules and regulations promulgated thereunder, each as in effect on the date of any such filing. As of the SEC thereunder applicable to such Parent SEC Documents. None of the Parent SEC Documents, including any financial statements, schedules, or exhibits included or incorporated by reference therein at the time of filing with the SEC they were filed (or, if amended or superseded by a subsequent filing prior to the date of this Agreementhereof, as of the date of the last such amendment or superseding filing), none of the Company SEC Reports so filed contained (taking into account all amendments and supplements thereto filed prior to the date hereof) any untrue statement of a material fact or omitted to state any a material fact required to be stated or incorporated by reference therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading; provided. To the Knowledge of Parent, howevernone of the Parent SEC Documents is the subject of ongoing SEC review or outstanding SEC investigation and there are no outstanding or unresolved comments received from the SEC with respect to any of the Parent SEC Documents. None of Parent’ Subsidiaries is required to file or furnish any forms, that no representation is made as to reports, or other documents with the accuracy of any financial projections or forward looking statementsSEC.

SEC Filings; Financial Statements; Undisclosed Liabilities. (a) Each of the Company, Public Service The Company of New Mexico (“PNM”), Texas-New Mexico Power Company (“TNMP”) and each other subsidiary of the Company (if any) required to make such filings has filed or furnished, on a timely basis, furnished all forms, reports, schedules, statements (including definitive proxy statements), certifications reports and other documents (including all exhibits and other information incorporated therein, amendments and supplements thereto) in each case required to be filed by it with, or furnished by the Companyto, PNM, TNMP or such other subsidiary, as applicable, with the U.S. Securities and Exchange Commission (the “SEC”) since the Applicable Date through the date hereof (all such forms, reports, schedules, statements, and other documents filed or furnished with the SEC since the Applicable Date, including Date and those filed or furnished after by the Company with the SEC subsequent to the date hereof and of this Agreement, if any, including all exhibits and other information incorporated therein, any amendments and or supplements thereto, collectivelythereof, the “Company SEC Reports”). As of their respective dates, At the time it was filed or furnished (or, if amended or superseded by a subsequent filing made prior to the date of this Agreement, as of the date of the last such amendment or superseding filing prior to the date of this Agreement, then on the Company date of such filing), each SEC Reports Report (i) complied as to form in all material respects with the applicable requirements of the Securities Act of 1933or the Exchange Act, as amended (the “Securities Act”)case may be, the Exchange Act and the Xxxxxxxx-Xxxxx Act of 2002 (the “Sarbanes Oxley ActSOX”), as the case may be, ) and the applicable rules and regulations promulgated thereunderthereunder and (ii) did not, each as in effect on the date of any such filing. As of at the time of filing with the SEC it was filed or furnished (or, if amended or superseded by a filing prior to the date of this Agreement, as of the date of such amendment or superseding filing)) or, none of the Company with respect to SEC Reports so filed contained (taking into account all amendments and supplements thereto filed prior or furnished after the date of this Agreement, will not, subject to the date hereof) last sentence of Section 4.18, contain any untrue statement of a material fact fact, or omitted omit to state any a material fact fact, required to be stated or incorporated by reference therein or necessary in order to make the statements made therein, in light of the circumstances under which they were made, not misleading; provided, however, that no representation is made as to the accuracy of any financial projections or forward looking statements.