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

SEC Filings; Financial Statements; Undisclosed Liabilities. (a) To the Company's Knowledge, the Company has filed all forms, reports and documents required to be filed by it with the Securities and Exchange Commission (the "SEC") since January 1, 1997 and has made available to the Merger Sub all registration statements filed by the Company with the SEC, including all exhibits filed in connection therewith (on all forms applicable to the registration of securities) since January 1, 1997 and prior to the date of this Agreement (collectively, the "Company SEC Reports"). To the Company's Knowledge, as of their respective dates, the Company SEC Reports (i) complied in all material respects with the requirements of the Securities Act or the Exchange Act, as the case may be, and the rules and regulations thereunder and (ii) did not contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary in order to make the statements made therein, in the light of the circumstances under which they were made, not misleading. The Company will deliver to the Merger Sub as soon as they become available true and complete copies of any Company SEC Reports filed subsequent to the date hereof and prior to the Effective Time. (b) Each of the financial statements (including, in each case, any notes and schedules thereto) contained in the Company SEC Reports complied as to form in all material respects with the applicable accounting requirements and rules and regulations of the SEC and was prepared in accordance with United States generally accepted accounting principles ("GAAP") applied on a consistent basis throughout the periods indicated (except as may be indicated in the notes thereto), and each fairly presented in all material respects the consolidated financial position, results of operations and cash flows of the Company and its consolidated subsidiaries as at the respective dates thereof and for the respective

SEC Filings; Financial Statements; Undisclosed Liabilities. (a) To the Company's Knowledge, the The Company has filed all forms, reports reports, registrations, statements, certifications and other documents required to be filed by it with with, or furnished by the Company to, the United States Securities and Exchange Commission (the "“SEC"”) since for all periods beginning on or after January 131, 1997 and has made available to 2004 (the Merger Sub all registration statements filed by the Company with the SEC, including all exhibits filed in connection therewith (on all forms applicable to the registration of securities) since January 1, 1997 and prior to the date of this Agreement (collectively, the "“Company SEC Reports"”). To The Company SEC Reports were prepared in accordance with the Company's Knowledgeapplicable requirements of the Exchange Act and the Securities Act of 1933, as amended (together with the rules and regulations promulgated thereunder, the “Securities Act”), and did not, as of their respective dates, the Company SEC Reports (i) complied in all material respects with the requirements of the Securities Act or the Exchange Act, as the case may be, and the rules and regulations thereunder and (ii) did not contain any untrue statement of a material fact or omit to state a material fact required to be stated or incorporated by reference therein or necessary in order to make the statements made therein, in the light of the circumstances under which they were made, not misleading. The Company will deliver As of the date of this Agreement, there are no outstanding or unresolved comments in comment letters received from the SEC. As of the date hereof, to the Merger Sub as soon as they become available true and complete copies Company’s knowledge, none of any the Company SEC Reports filed subsequent is the subject of ongoing SEC review. No Company Subsidiary is required to file any form, report, registration, statement or other document with the date hereof and prior to the Effective TimeSEC. (b) Each of the The consolidated financial statements (including, in each case, any notes and schedules thereto) contained in the Company SEC Reports (including the related notes, where applicable) (the “Financial Statements”) (i) present fairly, in all material respects, the consolidated financial condition and results of operations and cash flows and statements of shareholders equity of the Company and its consolidated subsidiaries as of and for the periods presented therein (subject, in the case of unaudited quarterly financial statements, to normal year-end adjustments and, with respect to pro forma financial statements, to the qualifications stated therein), (ii) have been prepared in all material respects in accordance with United States generally accepted accounting principles (“GAAP”) applied on a consistent basis throughout the periods involved, except as otherwise indicated therein or, in the case of the unaudited quarterly financial statements as permitted by Form 10-Q, and (iii) when filed complied as to form in all material respects with the applicable accounting requirements and rules and regulations of the SEC and was prepared with respect thereto. Since February 3, 2007, there has been no material change in the Company’s accounting methods or principles that would be required to be disclosed in the Company’s financial statements in accordance with United States generally accepted accounting principles ("GAAP") applied on a consistent basis throughout the periods indicated (, except as may be indicated described in the notes thereto), and each fairly presented in all to such financial statements. Except as would not be material respects the consolidated financial position, results of operations and cash flows of to the Company and its Subsidiaries, taken as a whole, (i) management of the Company has implemented and maintains disclosure controls and procedures (as defined in Rule 13a-15(e) of the Exchange Act) to ensure that material information relating to the Company, including the consolidated subsidiaries Company Subsidiaries, is made known to the chief executive officer and the chief financial officer of the Company by others within those entities, and (ii) the Company’s principal executive officer and principal financial officer have disclosed, based on their most recent evaluation of internal control over financial reporting, to the Company’s auditors and the audit committee of the Company Board of Directors (or persons performing the equivalent functions): (A) all significant deficiencies and material weaknesses within their knowledge in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the Company’s ability to record, process, summarize and report financial information; and (B) any fraud that involves management or other employees who have a significant role in the Company’s internal control over financial reporting. The Company’s principal executive officer and principal financial officer have made, with respect to the Company SEC Reports, all certifications required by the Sxxxxxxx-Xxxxx Act of 2002 and any related rules and regulations promulgated by the SEC. As of the date hereof, the Company has not identified any material weaknesses in the design or operation of the internal controls over financial reporting except as at disclosed in the respective dates thereof Company SEC Reports filed prior to the date hereof. As of the date hereof, neither the Company nor any of the Company Subsidiaries has outstanding, or has arranged any outstanding, “extensions of credit” to directors or executive officers of the Company or any Company Subsidiaries within the meaning of Section 402 of the Sxxxxxxx-Xxxxx Act of 2002. (c) Neither the Company nor any Company Subsidiary has any liabilities, whether accrued, absolute, contingent or otherwise, other than liabilities and for obligations (i) reflected or reserved against on the respectiveFinancial Statements in accordance with GAAP or reasonably apparent from the notes or management’s discussion and analysis related thereto, (ii) incurred in connection with the transactions contemplated herein or since the date of the most recently audited Financial Statements in the ordinary course of business consistent with past practice, (iii) discharged or paid prior to the date of this Agreement, or (iv) that are not, individually or in the aggregate, material to the Company and the Company Subsidiaries, taken as a whole.

SEC Filings; Financial Statements; Undisclosed Liabilities. (a) To the Company's Knowledge, the The Company has timely filed all forms, reports reports, statements, schedules and other documents required to be filed by it with the Securities and Exchange Commission (the "SEC") SEC since January 1, 1997 and has made available to the Merger Sub all registration statements filed by the Company with the SEC, including all exhibits filed in connection therewith (on all forms applicable to the registration of securities) since January 1, 1997 and prior to the date of this Agreement 2011 (collectively, the "Company “SEC Reports"”). To the Company's Knowledge, as of their respective dates, the Company The SEC Reports (i) complied were prepared, in all material respects respects, in accordance with the applicable requirements of the Securities Act or Act, the Exchange Act, as the case may beand, and in each case, the rules and regulations thereunder promulgated thereunder, and (ii) did not not, at the time they were filed, or, if amended, as of the date of such amendment, 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. The Company will deliver No Subsidiary is subject to the Merger Sub as soon as they become available true and complete copies reporting requirements of any the Exchange Act. To the knowledge of the Company, the Company is not subject to a review by the SEC, an outstanding comment by the SEC Reports filed subsequent to the date hereof and prior to the Effective Timeor outstanding SEC investigation. (b) Each of the consolidated financial statements (including, in each case, any notes and schedules thereto) contained in the Company SEC Reports complied as to form in all material respects with the applicable accounting requirements and rules and regulations of the SEC and was prepared in accordance with United States generally accepted accounting principles ("“GAAP"”) applied on a consistent basis throughout the periods indicated (except as may be indicated in the notes thereto)thereto or, in the case of unaudited statements, as permitted by Form 10-Q of the SEC) and each fairly presented presents, in all material respects respects, the consolidated financial position, results of operations and cash flows of the Company and its consolidated subsidiaries Subsidiaries as at the respective dates thereof and for the respectiverespective periods indicated therein, except as otherwise noted therein (subject, in the case of unaudited statements, to the absence of notes and normal and recurring year end adjustments which are not material to the Company and its Subsidiaries taken as a whole). (c) The Company has implemented and maintains disclosure controls and procedures (as defined in Rule 13a-15(e) of the Exchange Act) to ensure that material information relating to the Company, including its consolidated Subsidiaries, is made known to the principal executive officer and the principal financial and accounting officer of the Company on a timely basis, by others within those entities. The Company maintains internal control over financial reporting (as defined in Rule 13a-15 or 15d-15, as applicable, under the Exchange Act). Such internal control over financial reporting is designed to provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with GAAP. The Company has disclosed, based on the most recent evaluation by or on behalf of its chief executive officer and its chief financial officer prior to the date of this Agreement, to the Company’s auditors and the audit committee of the Company’s Board (A) any significant deficiencies in the design or operation of its internal control over financial reporting that are reasonably likely to adversely affect the Company’s ability to record, process, summarize and report financial information has identified for the Company’s auditors and audit committee of the Company’s Board any material weaknesses in internal control over financial reporting and (B) any fraud, whether or not material, that involves management or other employees who have a significant role in the Company’s internal control over financial reporting. The Company has made available to Parent (i) a summary of any such disclosure made by management to the Company’s auditors and audit committee since January 1, 2011 and (ii) any material communication since the January 1, 2011 made by management or the Company’s auditors to the audit committee required or contemplated by listing standards of the NYSE, the audit committee’s charter or professional standards of the Public Company Accounting Oversight Board. Since the January 1, 2011, no material complaints from any source regarding accounting, internal accounting controls or auditing matters, and no concerns from Company employees regarding questionable accounting or auditing matters, have been received by the Company. The Company has made available to Parent a summary of all material complaints or concerns relating to other matters made since January 1, 2011 through the Company’s whistleblower hot line or equivalent system for receipt of employee concerns regarding possible violations of Law. (d) Neither the Company nor any Subsidiary has any material liability or obligation of a nature required to be reflected on a balance sheet prepared in accordance with GAAP, except for material liabilities and obligations (i) reflected or reserved against on the consolidated balance sheet of the Company and the consolidated Subsidiaries as at March 31, 2013 (including the notes thereto) included in the Company’s Quarterly Report on Form 10-Q for the quarterly period ended March 31, 2013, or subsequent SEC Reports, (ii) incurred in connection with the Transactions, or (iii) incurred in the ordinary course of business since March 31, 2013 that would not have a Company Material Adverse Effect.

SEC Filings; Financial Statements; Undisclosed Liabilities. (a) To the Company's Knowledge, the The Company has timely filed all material forms, reports reports, statements, schedules and other documents required to be filed by it with the Securities SEC since December 29, 2018 (as amended and Exchange Commission (the "SEC") since January 1supplemented from time to time, 1997 and has made available to the Merger Sub all registration statements filed by the Company with the SEC, including all exhibits filed in connection therewith (on all forms applicable to the registration of securities) since January 1, 1997 and prior to the date of this Agreement (collectively, the "Company “SEC Reports"”). To the Company's Knowledge, as of their respective dates, the Company The SEC Reports (i) as of their respective dates of filing, complied as to form in all material respects with the applicable requirements of the Securities Act or Act, the Exchange Act, and the Xxxxxxxx-Xxxxx Act of 2002, as the case may beapplicable, and and, in each case, the rules and regulations thereunder promulgated thereunder, and (ii) except to the extent amended or superseded by a subsequent filing, did not not, at the time they were filed, or, if amended, as of such amendment (or with respect to the SEC Reports filed after the date of this Agreement, will 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. The None of the Company will deliver Subsidiaries is subject to the Merger Sub periodic reporting requirements of the Exchange Act (other than in its capacity as soon 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 of the SEC Reports. To the Knowledge of the Company, as they become available true and complete copies of any Company the date hereof, none of the SEC Reports filed subsequent to is the date hereof and prior to the Effective Timesubject of ongoing SEC review or outstanding SEC investigations. (b) Each of the consolidated financial statements of the Company (including, in each case, any notes and schedules thereto) contained in the Company SEC Reports complied as to form in all material respects with the applicable accounting requirements and rules and regulations of the SEC and was prepared in accordance with United States generally accepted accounting principles ("GAAP") GAAP applied on a consistent basis throughout during the periods indicated involved (except as may be indicated in the notes thereto)thereto or, in the case of unaudited statements, as permitted by Form 10-Q of the SEC) and each fairly presented presents, in all material respects respects, the consolidated financial position, results of operations and cash flows of the Company and its consolidated subsidiaries Subsidiaries as at the respective dates thereof and for the respectiverespective periods indicated therein (subject, in the case of unaudited statements, to the absence of notes and normal and recurring year-end adjustments). (c) The Company has implemented and maintains disclosure controls and procedures and internal controls over financial reporting (as defined in Rule 13a-15(e) and Rule 13a-15(f) of the Exchange Act), reasonably designed to (i) provide reasonable assurances that material information relating to the Company, including its consolidated Subsidiaries, is made known to the principal executive officer and the principal financial and accounting officer of the Company by others within those entities and, to the Company’s Knowledge, such disclosure controls and procedures are effective in all material respects in timely alerting the proper officer or officers of the Company to all material information required to be disclosed by the Company in the reports filed under the Exchange Act and (ii) provide reasonable assurances regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with GAAP. The Company is in compliance in all material respects with the applicable listing and corporate governance rules and regulations of Nasdaq. Since December 29, 2018, none of the Company, the Company Board nor, to the Knowledge of the Company, the Company’s auditors have been advised of, and the Company’s principal executive officer and its principal financial and accounting officer have not disclosed, based on their most recent evaluation prior to the date of this Agreement, to the Company’s auditor and the Company Board (A) any “significant deficiencies” or “material weaknesses” (each as defined in Rule 12b-2 of the Exchange Act) in the systems of internal controls over financial reporting that has not been subsequently remedied or (B) any fraud, whether or not material, that involves management or other employees who have a significant role in the Company’s internal control over financial reporting. (d) Except for matters reflected or reserved against in the most recent consolidated balance sheet of the Company (or the notes thereto) included in the SEC Reports, neither the Company nor any Company Subsidiaries has any liabilities or obligations that would be required under GAAP, as in effect on the date of this Agreement, to be reflected on a consolidated balance sheet of the Company, except liabilities and obligations that (i) were incurred since the date of such balance sheet in the ordinary course of business, (ii) are incurred in connection with the Transactions or (iii) would not, individually or in the aggregate, have a Material Adverse Effect.

SEC Filings; Financial Statements; Undisclosed Liabilities. (a) To the Company's Knowledge, the The Company has timely filed with the SEC all forms, reports reports, statements, schedules, certifications and other documents (including exhibits) required to be filed by it with the Securities and Exchange Commission (the "SEC") SEC since January 1, 1997 and has made available to the Merger Sub all registration statements filed by the Company with the SEC, including all exhibits filed in connection therewith (on all forms applicable to the registration of securities) since January 1, 1997 and prior to the date of this Agreement 2006 (collectively, the "Company “SEC Reports"”). To the Company's Knowledge, as of their respective dates, 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 in all material respects with the all applicable requirements of the Securities Act or of 1933 (the “Securities Act”), the Exchange Act, as the case may beSOX Act and, and in each case, the rules and regulations thereunder promulgated thereunder, and (ii) did not not, at the time they were filed, or, if amended, as of the date of such amendment, 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. The Company will deliver , except to the Merger Sub as soon as they become available true and complete copies of any Company SEC Reports filed subsequent extent corrected at least three Business Days prior to the date hereof and prior by a subsequently filed SEC Report. No Subsidiary is subject to the Effective Timeperiodic reporting requirements of the Exchange Act or is or has been otherwise required to file any form, report, statement, schedule, certification or other 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. (b) Each of the consolidated financial statements (including, in each case, any notes and schedules thereto) contained included or incorporated by reference in the Company SEC Reports complied as to form in all material respects with the applicable accounting requirements and rules and regulations of the SEC and SEC, was prepared in accordance with United States generally accepted accounting principles ("“GAAP"”) applied on a consistent basis throughout the periods indicated (except as may be indicated in the notes thereto)thereto or, in the case of unaudited interim financial statements, as may be permitted by the SEC on Forms 10-Q, 8-K or any successor form under the Exchange Act) and each fairly presented presents, in all material respects respects, the consolidated financial position, results of operations and cash flows of the Company and its consolidated subsidiaries Subsidiaries as at the respective dates thereof and for the respectiverespective periods indicated therein (subject, in the case of unaudited financial statements, to normal and recurring year-end adjustments). All of the Subsidiaries are consolidated for accounting purposes. Except as reflected in the financial statements included in the SEC Reports as of December 31, 2007 or otherwise disclosed in the SEC Reports filed at least five Business Days prior to the date hereof, neither the Company nor any of its Subsidiaries is a party to any material off-balance sheet arrangements (as defined in Item 303 of Regulation S-K promulgated under the Exchange Act). (c) The Company has not had any material dispute with Deloitte & Touche LLP regarding accounting matters or policies during any of its past two full fiscal years or during the current fiscal year that is currently outstanding or that has resulted in any restatement of the financial statements of the Company and its Subsidiaries. Without limiting the generality of the foregoing, Deloitte & Touche LLP has not resigned nor been dismissed as independent public accountant of the Company as a result of or in connection with any disagreement with the Company on a matter of accounting practices which materially impacts or would require the restatement of any previously issued financial statements, covering one or more years or interim periods for which the Company is required to provide financial statements, such that they should no longer be relied on. No investigation by the SEC with respect to the Company or any of its Subsidiaries is pending or, to the Knowledge of the Company, threatened. (d) Except as and to the extent set forth on the consolidated balance sheet of the Company and its consolidated Subsidiaries as at December 31, 2007, included in the Company’s Annual Report on Form 10-K for the fiscal year ended December 31, 2007, neither the Company nor any Subsidiary has any material liability or obligation of any nature (whether accrued, absolute, contingent, inchoate or otherwise) (collectively, “Liabilities”), except for Liabilities to the extent fully and adequately disclosed in any SEC Report filed at least three Business Days prior to the date hereof or incurred in the ordinary course of business and in a manner consistent with past practice since December 31, 2007.

SEC Filings; Financial Statements; Undisclosed Liabilities. (ai) To the Company's Knowledge, the Company Each Party has filed all forms, reports and documents SEC Documents required to be filed by it with the Securities SEC since December 31, 2002 (collectively, the “SEC Reports”). Its SEC Reports, including the Financial Statements, exhibits and Exchange Commission schedules contained therein, (A) at the "SEC"time filed, complied (and any SEC Reports filed after the date of this Agreement will comply) since January 1, 1997 and has made available to the Merger Sub in all registration statements filed by the Company material respects with the SECapplicable requirements of the Securities Laws, including all exhibits and (B) at the time they were filed in connection therewith (on all forms applicable to the registration of securities) since January 1, 1997 and or if amended or superseded by another SEC Report filed prior to the date of this Agreement Agreement, then on the date of filing of such amended or superseding SEC Report), did not (collectively, the "Company SEC Reports"). To the Company's Knowledge, as of their respective dates, the Company and any SEC Reports (ifiled after the date of this Agreement will not) complied in all material respects with the requirements of the Securities Act or the Exchange Act, as the case may be, and the rules and regulations thereunder and (ii) did not contain any untrue statement of a material fact or omit to state a material fact required to be stated therein in such SEC Reports or necessary in order to make the statements made thereinin such SEC Reports, in the light of the circumstances under which they were made, not misleading. The Company will deliver to the Merger Sub as soon as they become available true and complete copies . (ii) Each of its Financial Statements contained in its SEC Reports (including any Company SEC Reports filed subsequent to after the date hereof and prior to the Effective Time. of this Agreement) fairly presented (b) Each of the financial statements (includingor, in each case, any notes and schedules thereto) contained in the Company case of SEC Reports complied as to form in all material respects with filed after the applicable accounting requirements and rules and regulations date of the SEC and was prepared in accordance with United States generally accepted accounting principles ("GAAP"this Agreement, will fairly present) applied on a consistent basis throughout the periods indicated (except as may be indicated in the notes thereto), and each fairly presented in all material respects the consolidated financial position, results position of operations and cash flows of the Company it and its consolidated subsidiaries Subsidiaries as at the respective dates thereof and the consolidated results of its operations and cash flows for the respectiveperiods indicated, in each case in accordance with GAAP consistently applied during the periods indicated, except in each case as may be noted therein, and subject to normal year-end audit adjustments and as permitted by Form 10-Q in the case of unaudited Financial Statements. (iii) The records, systems, controls, data and information of it and its Subsidiaries are recorded, stored, maintained and operated under means (including any electronic, mechanical or photographic process, whether computerized or not) that are under the exclusive ownership and direct control of it or its Subsidiaries or accountants (including all means of access thereto and therefrom), except for any non-exclusive ownership and non-direct control that would not reasonably be expected to have a materially adverse effect on the system of internal accounting controls described in the following sentence. As and to the extent described in the SEC Reports filed with the SEC prior to the date hereof, it and its Subsidiaries have devised and maintain a system of internal accounting controls sufficient to provide reasonable assurances regarding the reliability of financial reporting and the preparation of financial statements in accordance with generally accepted accounting principles. It (A) has designed disclosure controls and procedures to ensure that material information relating to it, including its consolidated Subsidiaries, is made known to its management by others within those entities, and (B) has disclosed, based on its most recent evaluation prior to the date hereof, to its auditors and the audit committee of its Board of Directors (1) any significant deficiencies in the design or operation of internal controls which could adversely affect in any material respect its ability to record, process, summarize and report financial data and has identified for its auditors any material weaknesses in internal controls and (2) any fraud, whether or not material, that involves management or other employees who have a significant role in its internal controls. It has made available to the other Party a summary of any such disclosure made by management to its auditors and audit committee since January 1, 2004. (iv) Except for (A) those liabilities that are fully reflected or reserved for in its consolidated financial statements included in its Quarterly Report on Form 10-Q for the quarter ended September 30, 2006, as filed prior to the date of this Agreement and (B) liabilities incurred since September 30, 2006 in the ordinary course of business, such Party and its Subsidiaries do not have, and since September 30, 2006, such Party and its Subsidiaries have not incurred (except as permitted by Section 5.2), any liabilities or obligations of any nature whatsoever (whether accrued, absolute, contingent or otherwise and whether or not required to be reflected in its financial statements in accordance with GAAP).

SEC Filings; Financial Statements; Undisclosed Liabilities. (a) To the Company's Knowledge, the The Company has filed or furnished (as applicable) all forms, reports reports, statements, schedules and other documents required to be filed or furnished (as applicable) by it with the Securities and Exchange Commission (the "SEC") SEC since January 1, 1997 and has made available to the Merger Sub all registration statements filed by the Company with the SEC, including all exhibits filed in connection therewith 2014 (on all forms applicable to the registration of securities) since January 1, 1997 and prior to as amended through the date of this Agreement (hereof, collectively, the "Company “SEC Reports"”). To the Company's Knowledge, as As of their respective dates, or, if amended prior to the Company date hereof, as of the date of the last such amendment, the SEC Reports (i) complied were prepared (and any SEC Reports filed after the date hereof will have been prepared), in all material respects respects, in accordance with the applicable requirements of the Securities Act or of 1933, as amended (the “Securities Act”), the Exchange Act, as the case may beand, and in each case, the rules and regulations promulgated thereunder and (ii) did not and will not, at the time they were or will be filed, or, if amended prior to the date hereof, as of the date of such amendment, 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. The Company will deliver to the Merger Sub as soon as they become available true and complete copies of any Company SEC Reports filed subsequent to the date hereof and prior to the Effective Time. (b) Each of the consolidated financial statements of the Company (including, in each case, any notes and schedules thereto) contained in the Company SEC Reports complied as to form in all material respects with (collectively, the applicable accounting requirements and rules and regulations of the SEC and “Company Financial Statements”) was prepared in accordance with United States generally accepted accounting principles ("“GAAP"”) applied on a consistent basis throughout the periods indicated (except as may be indicated in the notes thereto)thereto or, in the case of interim financial statements, for normal and recurring year-end adjustments that are not material in amount or nature and as may be permitted by the SEC on Form 10-Q or any successor or like form under the Exchange Act, including the absence of footnotes) and each fairly presented presents, in all material respects respects, the consolidated financial position, results of operations and cash flows of the Company and its consolidated subsidiaries Subsidiaries as at the respective dates thereof and for the respectiverespective periods indicated therein, except as otherwise noted therein (subject, in the case of unaudited statements, to the absence of notes and normal and recurring year-end adjustments). (c) The management of the Company has implemented and maintains disclosure controls and procedures (as defined in Rules 13a-15(e) and 15d-15(e) of the Exchange Act) to ensure that material information relating to the Company, including the consolidated Company Subsidiaries, is in all material respects made known to the principal executive officer and the principal financial and accounting officer of the Company by others within those entities. Based on the Company’s management’s most recently completed evaluation of the Company’s internal control over financial reporting, (i) the Company had no significant deficiencies or material weaknesses in the design or Table of Contents operation of its internal control over financial reporting that would reasonably be expected to adversely affect the Company’s ability to record, process, summarize and report financial information and (ii) to the Company’s Knowledge, there is no fraud, whether or not material, that involves management or other employees who have a significant role in the Company’s internal control over financial reporting. (d) Neither the Company nor any Company Subsidiary has any liability or obligation of any nature, whether or not accrued or contingent or otherwise, except for liabilities and obligations (i) that are reflected, reserved against or otherwise provided for in the consolidated balance sheet of the Company and the consolidated Company Subsidiaries as at June 30, 2016 (including the notes thereto) included in the Company’s Quarterly Report on Form 10-Q for the quarterly period ended June 30, 2016, (ii) that have been incurred since June 30, 2016 in the ordinary course of business, (iii) incurred under any Contract other than liabilities or obligations due to breaches thereunder, (iv) arising out of this Agreement or in connection with the Transactions or (v) that have not had, and would not reasonably be expected to have, a Company Material Adverse Effect.

SEC Filings; Financial Statements; Undisclosed Liabilities. (a) To the Company's Knowledge, the The Company has filed all forms, reports and documents required to be filed by it with the Securities and Exchange Commission (the "SEC") since January 1November 16, 1997 1994 and has made available to the Merger Sub all registration statements filed by the Company with the SEC, including all exhibits filed in connection therewith (on all forms applicable to the registration of securities) since January 1November 16, 1997 1994 and prior to the date of this Agreement (collectively, the "Company SEC Reports"). To the Company's Knowledge, as As of their respective dates, the Company SEC Reports (and giving effect to any amendments thereof) (i) complied in all material respects with the requirements of the Securities Act or the Exchange Act, as the case may be, and the rules and regulations thereunder and (ii) did not contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary in order to make the statements made therein, in the light of the circumstances under which they were made, not misleading. The Company will deliver to the Merger Sub as soon as promptly after they become publicly available true and complete copies of any Company SEC Reports filed subsequent to the date hereof and prior to the Effective Time. (b) Each of the financial statements (including, in each case, any notes and schedules thereto) contained in the Company SEC Reports complied as to form in all material respects with the applicable accounting requirements and rules and regulations of the SEC and was prepared in accordance with United States generally accepted accounting principles ("GAAP") applied on a consistent basis throughout the periods indicated (except as may be indicated in the notes thereto), and each fairly presented in all material respects the consolidated financial position, results of operations and cash flows of the Company and its the consolidated subsidiaries as at the respective dates thereof and for the respectiverespective periods indicated therein in accordance with GAAP, subject, in the case of unaudited statements (the "Interim Financial Statements"), to the absence of footnotes and to normal and recurring year-end adjustments none of which would, individually or in the aggregate, have a Company Material Adverse Effect. (c) Except as disclosed in Section 3.06(c) to the Company Disclosure Statement, since October 31, 1999 to the date hereof, except as disclosed in the Company SEC Reports, there has not been any event, condition or development which individually or in the aggregate would constitute a Company Material Adverse Effect. (d) Neither the Company nor its subsidiaries have any material liabilities or obligations (whether known or unknown, whether asserted or unasserted, whether absolute or contingent, whether accrued or unaccrued, whether liquidated or unliquidated and whether due or to become due, including any liability for taxes) other than such liabilities or obligations (i) disclosed in Section 3.06(d) of the Company Disclosure Statement, (ii) disclosed or reserved against in the most recent consolidated balance sheet of the Company filed with the SEC, (iii) incurred in the ordinary course of business consistent with past practice since the date of the most recent audited consolidated balance sheet of the Company filed with the SEC, or (iv) under Contracts listed in Section 3.17 of the Company Disclosure Statement (none of which is a liability for breach of contract) that are not required by GAAP to have been included in the most recent consolidated balance sheet of the Company filed with the SEC.

SEC Filings; Financial Statements; Undisclosed Liabilities. (a) To the Company's Knowledge, the The Company has filed made all forms, reports and documents filings required to be filed by it made under the Exchange Act and the Securities Act with the Securities and Exchange Commission (the "SEC") SEC since January 1, 1997 and has made available to the Merger Sub all registration statements filed by the Company with the SEC, including all exhibits filed in connection therewith 1996 (on all forms applicable to the registration of securities) since January 1, 1997 and prior to the date of this Agreement (collectively, the "Company SEC ReportsFilings"). To the Company's Knowledge, as As of their respective dates, the SEC Filings and any other filings made since January 1, 1996 by the Company with the SEC Reports (i) complied as to form in all material respects with the requirements of the Securities Act Act, or the Exchange Act, as the case may be, and the rules and regulations of the SEC promulgated thereunder applicable to such filings, and (ii) the filings did not contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary in order to make the statements made therein, in the light of the circumstances under which they were made, not misleading. The Company will deliver to the Merger Sub as soon as they become available true and complete copies of any Company SEC Reports filed subsequent to the date hereof and prior to the Effective Time. (b) Each of the financial statements (including, in each case, any notes and schedules theretothe "Financial Statements") contained set forth in the Company SEC Reports complied Filings comply as to form in all material respects with the applicable accounting requirements and the published rules and regulations of the SEC promulgated under the Securities Act or the Exchange Act, as the case may be, and was have been prepared in accordance with United States generally accepted accounting principles ("GAAP") applied on a consistent basis throughout during the periods indicated (except as may be indicated in the notes thereto), involved and each fairly presented present in all material respects the consolidated financial position, 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 (i) liabilities that have arisen since the Balance Sheet Date in the ordinary course of business, (ii) liabilities that are reflected or reserved against or disclosed in the financial statements of the Company and its consolidated subsidiaries included in the SEC Filings, (iii) liabilities that would not have a Company Material Adverse Effect or (iv) as at the respective dates thereof and for the respectiveotherwise disclosed on Schedule 4.19.

SEC Filings; Financial Statements; Undisclosed Liabilities. (a) To the Company's Knowledge, the The Company has timely filed all material forms, reports reports, statements, schedules and other documents required to be filed by it with the Securities SEC since August 31, 2015 (as amended and Exchange Commission (the "SEC") since January 1supplemented from time to time, 1997 and has made available to the Merger Sub all registration statements filed by the Company with the SEC, including all exhibits filed in connection therewith (on all forms applicable to the registration of securities) since January 1, 1997 and prior to the date of this Agreement (collectively, the "Company “SEC Reports"”). To the Company's Knowledge, as of their respective dates, the Company The SEC Reports (i) as of their respective dates of filing, complied as to form in all material respects with the applicable requirements of the Securities Act or Act, the Exchange Act, and the Sxxxxxxx-Xxxxx Act of 2002, as the case may beapplicable, and and, in each case, the rules and regulations thereunder promulgated thereunder, and (ii) except to the extent amended or superseded by a subsequent filing, did not not, at the time they were filed, or, if amended, as of such amendment (or with respect to the SEC Reports filed after the date of this Agreement, will 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. The None of the Company will deliver Subsidiaries is subject to the Merger Sub periodic reporting requirements of the Exchange Act (other than in its capacity as soon 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 of the SEC Reports. To the Knowledge of the Company, as they become available true and complete copies of any Company the date hereof, none of the SEC Reports filed subsequent to is the date hereof and prior to the Effective Timesubject of ongoing SEC review or outstanding SEC investigations. (b) Each of the consolidated financial statements of the Company (including, in each case, any notes and schedules thereto) contained in the Company SEC Reports complied as to form in all material respects with the applicable accounting requirements and rules and regulations of the SEC and was prepared in accordance with United States generally accepted accounting principles ("GAAP") GAAP applied on a consistent basis throughout during the periods indicated involved (except as may be indicated in the notes thereto)thereto or, in the case of unaudited statements, as permitted by Form 10-Q of the SEC) and each fairly presented presents, in all material respects respects, the consolidated financial position, results of operations and cash flows of the Company and its consolidated subsidiaries Subsidiaries as at the respective dates thereof and for the respectiverespective periods indicated therein (subject, in the case of unaudited statements, to the absence of notes and normal and recurring year-end adjustments). (c) The Company has implemented and maintains disclosure controls and procedures and internal controls over financial reporting (as defined in Rule 13a-15(e) and Rule 13a-15(f) of the Exchange Act), reasonably designed to (i) provide reasonable assurances that material information relating to the Company, including its consolidated Subsidiaries, is made known to the principal executive officer and the principal financial and accounting officer of the Company by others within those entities and, to the Company’s Knowledge, such disclosure controls and procedures are effective in all material respects in timely alerting the principal executive officer and the principal financial and accounting officer of the Company to all material information required to be disclosed by the Company in the reports filed under the Exchange Act and (ii) provide reasonable assurances regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with GAAP. The Company is in compliance in all material respects with the applicable listing and corporate governance rules and regulations of Nasdaq. Since August 31, 2015, none of the Company, the Company Board nor, to the Knowledge of the Company, the Company’s auditors have been advised of, and the Company’s principal executive officer and its principal financial and accounting officer have not disclosed, based on their most recent evaluation prior to the date of this Agreement, to the Company’s auditor and the Company Board (A) any “significant deficiencies” or “material weaknesses” (each as defined in Rule 12b-2 of the Exchange Act) in the systems of internal controls over financial reporting that has not been subsequently remedied or (B) any fraud, whether or not material, that involves management or other employees who have a significant role in the Company’s internal control over financial reporting. (d) Except for matters reflected or reserved against in the most recent consolidated balance sheet of the Company (or the notes thereto) included in the SEC Reports, neither the Company nor any Company Subsidiaries has any liabilities or obligations that would be required under GAAP, as in effect on the date of this Agreement, to be reflected on a consolidated balance sheet of the Company, except liabilities and obligations that (i) were incurred since the date of such balance sheet in the ordinary course of business, (ii) are incurred in connection with the Transactions or (iii) would not, individually or in the aggregate, have a Material Adverse Effect.

SEC Filings; Financial Statements; Undisclosed Liabilities. (a) To the Company's Knowledge, the The Company has filed all forms, reports reports, statements, schedules and other documents required to be filed by it with the Securities and Exchange Commission (the "SEC") SEC since January 1, 1997 and has made available to the Merger Sub all registration statements filed by the Company with the SEC, including all exhibits filed in connection therewith (on all forms applicable to the registration of securities) since January 1, 1997 and prior to the date of this Agreement 2002 (collectively, the "Company “SEC Reports"”). To the Company's Knowledge, as of their respective dates, the Company The SEC Reports (i) complied were prepared in all material respects accordance with the applicable requirements of the Securities Act or of 1933, as amended (the “Securities Act”), the Exchange Act, as the case may beXxxxxxxx-Xxxxx Act and, and in each case, the rules and regulations thereunder promulgated thereunder, and (ii) did not not, at the time they were filed, or, if amended, as of the date of such amendment, 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 misleadingmisleading (including any financial statements or other documentation incorporated by reference therein). The Company will deliver No Subsidiary is required to file any form, report or other document with the Merger Sub as soon as they become available true and complete copies of any Company SEC Reports filed subsequent to the date hereof and prior to the Effective TimeSEC. (b) Each of the consolidated financial statements (including, in each case, any notes and schedules thereto) contained in the Company SEC Reports complied as to form in all material respects with the applicable accounting requirements and rules and regulations of the SEC and was prepared in accordance with United States generally accepted accounting principles ("“GAAP"”) applied on a consistent basis throughout the periods indicated (except as may be indicated in the notes thereto)thereto or, in the case of unaudited statements, as permitted by Form 10-Q of the SEC) and each fairly presented presents, in all material respects respects, the consolidated financial position, results of operations and cash flows of the Company and its consolidated subsidiaries Subsidiaries as at the respective dates thereof and for the respectiverespective periods indicated therein (subject, in the case of unaudited statements, to normal and recurring year-end adjustments and, in the case of pro forma financial statements, to the qualifications stated therein). All of the Subsidiaries are consolidated for accounting purposes. (c) Except as and to the extent set forth on the consolidated balance sheet of the Company and the consolidated Subsidiaries as at December 31, 2004 (including the notes thereto and related management discussion and analysis) included in the Company’s Annual Report on Form 10-K for the fiscal year ended December 31, 2004, neither the Company nor any Subsidiary has any liability or obligation of any nature (whether accrued, absolute, contingent or otherwise), except for liabilities and obligations (i) incurred in connection with the transactions contemplated hereby, (ii) incurred in the ordinary course of business and in a manner consistent with past practice or (iii) that would not reasonably be expected to have a Company Material Adverse Effect.

SEC Filings; Financial Statements; Undisclosed Liabilities. (a) To the Company's Knowledge, the The Company has filed all forms, reports reports, registrations, statements, certifications and other documents required to be filed by it with the Securities and Exchange Commission (the "SEC") since January 1with, 1997 and has made available to the Merger Sub all registration statements filed or furnished by the Company with to, the SEC, including SEC for all exhibits filed in connection therewith (periods beginning on all forms applicable to the registration of securities) since January or after July 1, 1997 and prior to 2004 (the date of this Agreement (collectively, the "“Company SEC Reports"”). To the Company's Knowledge, as of their respective dates, the The Company SEC Reports (i) complied in all material respects with the requirements of, and were prepared in accordance with, the applicable requirements of the Exchange Act and the Securities Act or the Exchange Actof 1933, as the case may be, and amended (together with the rules and regulations thereunder promulgated thereunder, the “Securities Act”), and (ii) did not not, as of their respective filing dates, contain any untrue statement of a material fact or omit to state a material fact required to be stated or incorporated by reference therein or necessary in order to make the statements made therein, in the light of the circumstances under which they were made, not misleading. The As of the date of this Agreement, there are no outstanding or unresolved comments in comment letters received from the SEC. To the knowledge of the Company, as of the date hereof, none of the Company will deliver to the Merger Sub as soon as they become available true and complete copies of or any Company SEC Reports filed subsequent is the subject of ongoing SEC review. No Company Subsidiary is required to file or furnish any form, report, registration, statement or other document with the date hereof and prior to the Effective TimeSEC. (b) Each of the The consolidated financial statements (including, in each case, any notes and schedules thereto) contained in the Company SEC Reports (including the related notes, where applicable) (the “Financial Statements”) (i) present fairly, in all material respects, the consolidated financial condition and results of operations and cash flows and statements of stockholders equity of the Company and its consolidated Subsidiaries as of and for the periods presented therein (subject, in the case of unaudited quarterly financial statements, to normal year-end adjustments), (ii) have been prepared in all material respects in accordance with United States generally accepted accounting principles (“GAAP”) applied on a consistent basis throughout the periods involved, except as otherwise indicated therein or, in the case of the unaudited quarterly financial statements, as permitted by Form 10-Q, and (iii) when filed complied as to form in all material respects with the applicable accounting requirements and rules and regulations of the SEC and was prepared with respect thereto. Since June 30, 2007, there has been no material change in the Company’s accounting methods or principles that would be required to be disclosed in the Company’s Financial Statements in accordance with United States generally accepted accounting principles GAAP. The management of the Company has implemented and maintains disclosure controls and procedures ("as defined in Rule 13a-15(e) of the Exchange Act) to ensure that material information relating to the Company, including the consolidated Company Subsidiaries, is made known to the chief executive officer and the chief financial officer of the Company by others within those entities, and the Company’s principal executive officer and principal financial officer have disclosed, based on their most recent evaluation of internal control over financial reporting, to the Company’s auditors and the audit committee of the Company Board of Directors (or persons performing the equivalent functions): (A) all significant deficiencies and material weaknesses within their knowledge in the design or operation of internal control over financial reporting which are reasonably likely to materially adversely affect the Company’s ability to record, process, summarize and report financial information; and (B) any fraud that involves management or other employees who have a significant role in the Company’s internal control over financial reporting. The Company and its Subsidiaries have designed and maintain a system of internal controls over financial reporting (as defined in Rules 13a, 15(f) and 15d, 15(f) of the Exchange Act) sufficient to provide reasonable assurances regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with GAAP". The Company’s principal executive officer and principal financial officer have made, with respect to the Company SEC Reports, all certifications required by the Sxxxxxxx-Xxxxx Act of 2002 and any related rules and regulations promulgated by the SEC. As of the date hereof, the Company has not identified any material weaknesses in the design or operation of the internal controls over financial reporting. As of the date hereof, neither the Company nor any of the Company Subsidiaries has outstanding, or has arranged any outstanding, “extensions of credit” to directors or executive officers of the Company within the meaning of Section 402 of the Sxxxxxxx-Xxxxx Act of 2002. (c) applied Neither the Company nor any Company Subsidiary has any liabilities, whether accrued, absolute, contingent or otherwise, that would be required by GAAP to be reflected on a consistent basis throughout balance sheet, other than liabilities and obligations (i) to the periods indicated (except as may be indicated in the notes thereto), and each fairly presented in all material respects extent reflected or reserved against on the consolidated financial position, results of operations and cash flows balance sheet of the Company and its consolidated subsidiaries Subsidiaries as at of June 30, 2007 (including the respective dates thereof and notes thereto) included in the Company’s Annual Report on Form 10-K for the respectivefiscal year ended June 30, 2007, (ii) incurred in connection with the transactions expressly contemplated herein that, individually or in the aggregate, would not have a Company Material Adverse Effect or (iii) incurred since June 30, 2007 in the ordinary course of business that, individually or in the aggregate, have not had and would not have a Company Material Adverse Effect. (d) Neither the Company nor any Company Subsidiary is a party to, or has a legally binding commitment to enter into, any joint venture, off balance sheet partnership or any similar contract (including any contract or arrangement relating to any transaction or relationship between or among the Company or the Company Subsidiary, on the one hand, and any unconsolidated affiliate, including any structured finance, special purpose or limited purpose entity or person, on the other hand, or any “off balance sheet arrangements” (as defined in Item 303(a) of Regulation S-K under the Exchange Act)), where the purpose or intended effect of such contract or arrangement is to avoid disclosure of any material transaction involving, or material liabilities of, the Company or any Company Subsidiary in the Company’s published financial statements or other Company SEC Reports.

SEC Filings; Financial Statements; Undisclosed Liabilities. (a) To the Company's Knowledge, the The Company has filed with or furnished to, as applicable, the SEC all forms, reports reports, statements, schedules and other documents required to be filed or furnished by it with the Securities and Exchange Commission (the "SEC") since January 1, 1997 and has made available pursuant to the Merger Sub all registration statements filed by U.S. securities Laws and the Company with the SEC, including all exhibits filed in connection therewith (on all forms applicable to the registration of securities) since January 1, 1997 rules and prior to the date of this Agreement regulations thereunder (collectively, the "Company “SEC Reports"”). To the Company's Knowledge, as of their respective dates, the Company The SEC Reports (i) were prepared and complied with in all material respects in accordance with either the requirements of the Securities Act or the Exchange Act, as the case may beapplicable, and the rules and regulations promulgated thereunder and (ii) did not not, at the time they were filed, or, if amended or supplemented, as of the date of such amendment or supplement, 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. The There are no material unresolved comments issued by the staff of the SEC with respect to any of the SEC Reports. No Company will deliver Subsidiary is required to file any form, report or other document with the Merger Sub as soon as they become available true and complete copies of any Company SEC Reports filed subsequent to the date hereof and prior to the Effective TimeSEC. (b) Each of the consolidated financial statements (including, in each case, any notes and schedules thereto) contained in the Company SEC Reports complied Reports, as to form amended or supplemented, including any amendments or restatements thereto, was prepared in all material respects in accordance with the applicable accounting requirements and published rules and regulations of the SEC (including Regulation S-X) and was prepared in accordance with United States generally accepted accounting principles ("“GAAP"”) applied on a consistent basis throughout the periods indicated (except as may be indicated in the notes thereto)thereto or, in the case of unaudited interim statements, the omission of footnotes and otherwise as permitted by Form 10-Q of the SEC) and each fairly presented presents, in all material respects respects, the consolidated financial position, results of operations and cash flows of the Company and its consolidated subsidiaries Subsidiaries as at the respective dates thereof and for the respectiverespective periods indicated therein, except that the unaudited interim statements are subject to normal and recurring year-end adjustments, none of which were, or are expected to be, material in amount. (c) Except as set forth in Section 3.07(c) of the Company Disclosure Schedule, neither the Company nor any Company Subsidiary has, as of the date of this Agreement, any liability or obligation of any nature (whether accrued, absolute, contingent or otherwise) required by GAAP to be set forth on a consolidated balance sheet of the Company and its consolidated Subsidiaries, except (i) liabilities reflected, reserved for or disclosed in the most recent consolidated balance sheet of the Company and its consolidated Subsidiaries, including the notes thereto, contained in the SEC Reports, (ii) liabilities incurred or accrued in the ordinary course of business consistent with past practice, (iii) liabilities incurred in connection with the Transactions, and (iv) liabilities that would not reasonably be expected to have a Material Adverse Effect.

SEC Filings; Financial Statements; Undisclosed Liabilities. (a) To the Company's Knowledge, the The Company has filed or furnished (as applicable) all forms, reports reports, statements, schedules and other documents required to be filed or furnished (as applicable) by it with or to the Securities and Exchange Commission (the "SEC") SEC since January 1, 1997 and has made available to the Merger Sub all registration statements filed by the Company with the SEC, including all exhibits filed in connection therewith (on all forms applicable to the registration of securities) since January 1, 1997 and prior to the date of this Agreement 2013 (collectively, the "Company “SEC Reports"”). To the Company's Knowledge, as As of their respective dates, or, if amended prior to the Company date hereof, as of the date of the last such amendment, the SEC Reports (i) complied were prepared (and any SEC Reports filed after the date hereof, including the Proxy Statement, will have been prepared), in all material respects respects, in accordance with the applicable requirements of the Securities Act or of 1933, as amended (the “Securities Act”), the Exchange Act, as the case may beand, and in each case, the rules and regulations thereunder promulgated thereunder, and (ii) did not and will not, at the time they were or will be filed, or, if amended prior to the date hereof, as of the date of such amendment, 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. The Company will deliver to the Merger Sub as soon as they become available true and complete copies of any Company SEC Reports filed subsequent to the date hereof and prior to the Effective Time. (b) Each of the consolidated financial statements (including, in each case, any notes and schedules thereto) contained in the Company SEC Reports complied as to form in all material respects with the applicable accounting requirements and rules and regulations of the SEC and was prepared in accordance with United States generally accepted accounting principles ("“GAAP"”) applied on a consistent basis throughout the periods indicated (except as may be indicated in the notes thereto)thereto or, in the case of unaudited statements, as permitted by Form 10-Q of the SEC) and each fairly presented presents, in all material respects respects, the consolidated financial position, results of operations and cash flows of the Company and its consolidated subsidiaries Subsidiaries as at the respective dates thereof and for the respectiverespective periods indicated therein, except as otherwise noted therein (subject, in the case of unaudited statements, to the absence of notes and normal and recurring year-end adjustments). (c) The management of the Company has implemented and maintains disclosure controls and procedures (as defined in Rule 13a-15(e) of the Exchange Act) to ensure that material information relating to the Company, including its consolidated Subsidiaries, is in all material respects made known to the principal executive officer and the principal financial and accounting officer of the Company by others within those entities. Based on the Company’s management’s most recently completed evaluation of the Company’s internal control over financial reporting, (i) the Company had no significant deficiencies or material weaknesses in the design or operation of its internal control over financial reporting that would reasonably be expected to adversely affect the Company’s ability to record, process, summarize and report financial information and (ii) the Company does not have Knowledge of (A) any fraud or questionable accounting or auditing practices that involves management or other employees who have a significant role in the Company’s internal control over financial reporting or (B) any violation of securities Laws, breach of fiduciary duty or similar violation by the Company or any of their respective officers or directors. (d) Neither the Company nor any Company Subsidiary has any material liability or obligation of a nature, whether or not accrued or contingent or otherwise, except for liabilities and obligations (i) reflected or reserved against on the consolidated balance sheet of the Company and the consolidated Subsidiaries as at June 30, 2015 (including the notes thereto) included in the Company’s Quarterly Report on Form 10-Q for the quarterly period ended June 30, 2015, or subsequent SEC Reports, (ii) incurred in connection with the Transactions, or (iii) incurred in the ordinary course of business since June 30, 2015 that would not have a Company Material Adverse Effect. (e) As of the date hereof, there are no material outstanding or unresolved comments in comment letters received from the SEC staff with respect to any SEC Reports and none of the SEC Reports is, to the Knowledge of the Company, the subject of ongoing SEC review. There are no formal internal investigations, any SEC inquiries or investigations or other inquiries or investigations by any Governmental Authority that, to the Knowledge of the Company, are pending or threatened, in each case regarding any accounting practices of the Company or any Company Subsidiary.

SEC Filings; Financial Statements; Undisclosed Liabilities. (a) To the Company's Knowledge, the Company has filed all forms, reports and documents required to be filed by it with the Securities and Exchange Commission (the "SEC") since January 1, 1997 and has made available to the Merger Sub all registration statements filed by the Company with the SEC, including all exhibits filed in connection therewith (on all forms applicable to the registration of securities) since January 1, 1997 and prior to the date of this Agreement (collectively, the "Company SEC Reports"). To the Company's Knowledge, as of their respective dates, the Company SEC Reports (i) complied in all material respects with the requirements of the Securities Act or the Exchange Act, as the case may be, and the rules and regulations thereunder and (ii) did not contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary in order to make the statements made therein, in the light of the circumstances under which they were made, not misleading. The Company will deliver to the Merger Sub as soon as they become available true and complete copies of any Company SEC Reports filed subsequent to the date hereof and prior to the Effective Time. (b) Each of the financial statements (including, in each case, any notes and schedules thereto) contained in the Company SEC Reports complied as to form in all material respects with the applicable accounting requirements and rules and regulations of the SEC and was prepared in accordance with United States generally accepted accounting principles ("GAAP") applied on a consistent basis throughout the periods indicated (except as may be indicated in the notes thereto), and each fairly presented in all material respects the consolidated financial position, results of operations and cash flows of the Company and its consolidated subsidiaries as at the respective dates thereof and for the respectiverespective periods indicated therein in accordance with GAAP (subject, in the case of unaudited statements (the "Interim Financial Statements"), to normal and recurring year-end adjustments and the absence of footnotes none of which would, individually or in the aggregate, have or be reasonably expected to have a Company Material Adverse Effect). (c) Except as set forth on Section 3.06 of the Company Disclosure Schedule, since December 31, 1998, to the Company's Knowledge, there has not been any Company Material Adverse Effect, or any event, condition or development which is reasonably likely to result in a Company Material Adverse Effect. (d) To the Company's Knowledge, neither the Company nor its subsidiaries have any known or asserted liabilities or obligations (whether absolute or contingent, whether accrued or unaccrued, whether liquidated or unliquidated and whether due or to become due, including any liability for taxes) including without limitation any liabilities or obligations with respect to environmental, health or safety matters, other than such liabilities or obligations (i) disclosed in the Company Disclosure Statement, (ii) that have been specifically disclosed or reserved for in the audited consolidated balance sheet of the Company for calendar year 1998 as filed with the SEC, (iii) that have been incurred in the ordinary course of business consistent with past practice since December 31, 1998, or 13 19 (iv) that would not, individually or in the aggregate, have or be expected to have a Company Material Adverse Effect. (e) Section 3.06 of the Company Disclosure Schedule sets forth a list of all of the Company's and its subsidiaries' indebtedness for borrowed money which is outstanding as of December 31, 1999, except for amounts of indebtedness which are not individually in excess of $250,000.

SEC Filings; Financial Statements; Undisclosed Liabilities. (a) To the Company's Knowledge, the The Company has timely filed or furnished, as applicable, all material forms, reports reports, statements, schedules and other documents required to be filed by it with the Securities and Exchange Commission (the "SEC") SEC since January 1, 1997 2017 (as amended and has made available supplemented from time to the Merger Sub all registration statements filed by the Company with the SECtime, including all exhibits filed in connection therewith (on all forms applicable to the registration of securities) since January 1, 1997 and prior to the date of this Agreement (collectively, the "Company “SEC Reports"”). To the Company's Knowledge, as of their respective dates, the Company 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 respects, in accordance with the applicable requirements of the Securities Act or of 1933, as amended, the Exchange Act, the Xxxxxxxx-Xxxxx Act of 2002, as the case may beamended and, and in each case, the rules and regulations thereunder promulgated thereunder, and (ii) except to the extent amended or superseded by a subsequent filing made prior to the date hereof, did not not, at the time they were filed, or, if amended, as of the date of such amendment (or with respect to the SEC Reports filed after the date of this Agreement, will 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. The None of the Company will deliver Subsidiaries is subject to the Merger Sub periodic reporting requirements of the Exchange Act (other than in its capacity as soon 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 of the SEC Reports. To the Knowledge of the Company, as they become available true and complete copies of any Company the date hereof, none of the SEC Reports filed subsequent to is the date hereof and prior to the Effective Timesubject of ongoing SEC review or outstanding SEC investigations. (b) Each of the consolidated financial statements (including, in each case, any notes and schedules thereto) contained in the Company SEC Reports complied as to form in all material respects with the applicable accounting requirements and rules and regulations of the SEC and was prepared in accordance with United States generally accepted accounting principles ("“GAAP"”) applied on a consistent basis throughout the periods indicated (except as may be indicated in the notes thereto)thereto or, in the case of unaudited statements, as permitted by Form 10-Q of the SEC) and each fairly presented presents, in all material respects respects, the consolidated financial position, results of operations and cash flows of the Company and its consolidated subsidiaries Subsidiaries as at the respective dates thereof and for the respectiverespective periods indicated therein, except as otherwise noted therein (subject, in the case of unaudited statements, to the absence of notes and normal and recurring year-end adjustments; none of which are expected to, individually or in the aggregate, have a Company Material Adverse Effect). (c) The management of the Company has implemented and maintains disclosure controls and procedures and internal controls over financial reporting (as defined in Rule 13a-15(e) and Rule 13a-15(f) of the Exchange Act), to ensure (i) that material information relating to the Company, including its consolidated Subsidiaries, is made known to the principal executive officer and the principal financial and accounting officer of the Company by others within those entities and, to the Company’s Knowledge, such disclosure controls and procedures are effective in all material respects in timely alerting the principal executive officer and the principal financial and accounting officer of the Company to all material information required to be disclosed by the Company in the reports filed under the Exchange Act, and (ii) the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with GAAP. Since January 1, 2017, none of the Company, the Company Board nor, to the Knowledge of the Company, the Company’s auditors have been advised of, and the Company’s principal executive officer and its principal financial and accounting officer have not disclosed, based on their most recent evaluation prior to the date of this Agreement, to the Company’s auditor and the Company Board (A) any “significant deficiencies” or “material weaknesses” (each as defined in Rule 12b-2 of the Exchange Act) in the systems of internal controls over financial reporting that has not been subsequently remedied or (B) any fraud, whether or not material, that involves management or other employees who have a significant role in the Company’s internal control over financial reporting. (d) Neither the Company nor any Company Subsidiary has any liability or obligation that is material to the Company and the Company Subsidiaries, taken as a whole, and is of a nature required to be reflected on a balance sheet prepared in accordance with GAAP, except for liabilities and obligations (i) reflected or reserved against on the consolidated balance sheet of the Company and the consolidated Subsidiaries as of July 1, 2018 (including the notes thereto) included in the Company’s Quarterly Report on Form 10-Q for the quarterly period ended July 1, 2018, or subsequent SEC Reports, (ii) incurred in connection with the Transactions, (iii) incurred in the ordinary course of business since April 1, 2018 that would not, individually or in the aggregate, have a Company Material Adverse Effect, or (iv) as set forth on Section 3.07(d) of the Company Disclosure Schedule.

SEC Filings; Financial Statements; Undisclosed Liabilities. (a) To the Company's Knowledge, the The Company has filed all forms, reports reports, registrations, statements, certifications and other documents required to be filed by it with with, or furnished by the Securities and Exchange Commission (Company to, the "SEC") since SEC for all periods beginning on or after January 1, 1997 and has made available to 2004 (the Merger Sub all registration statements filed by the Company with the SEC, including all exhibits filed in connection therewith (on all forms applicable to the registration of securities) since January 1, 1997 and prior to the date of this Agreement (collectively, the "“Company SEC Reports"”). To The Company SEC Reports were prepared in accordance with the Company's Knowledgeapplicable requirements of the Exchange Act and the Securities Act of 1933, as amended (together with the rules and regulations promulgated thereunder, the “Securities Act”), as applicable, and did not, as of their respective dates, the Company SEC Reports (i) complied in all material respects with the requirements of the Securities Act or the Exchange Act, as the case may be, and the rules and regulations thereunder and (ii) did not contain any untrue statement of a material fact or omit to state a material fact required to be stated or incorporated by reference therein or necessary in order to make the statements made therein, in the light of the circumstances under which they were made, not misleading. The Company will deliver to As of the Merger Sub date of this Agreement, there are not outstanding or unresolved comments in comment letters received from the SEC. To the knowledge of the Company, as soon as they become available true and complete copies of any the date hereof, none of the Company SEC Reports filed subsequent is the subject of ongoing SEC review. No Company Subsidiary is required to file any form, report, registration, statement or other document with the date hereof and prior to the Effective TimeSEC. (b) Each of the The consolidated financial statements (including, in each case, any notes and schedules thereto) contained in the Company SEC Reports (including the related notes, where applicable) (the “Financial Statements”) (i) present fairly, in all material respects, the consolidated financial condition and results of operations and cash flows and statements of shareholders equity of the Company and its consolidated subsidiaries as of and for the periods presented therein (subject, in the case of unaudited quarterly financial statements, to normal year-end adjustments and, with respect to pro forma financial statements, to the qualifications stated therein), (ii) have been prepared in all material respects in accordance with United States generally accepted accounting principles (“GAAP”) applied on a consistent basis throughout the periods involved, except as otherwise indicated therein or, in the case of the unaudited quarterly financial statements as permitted by Form 10-Q, and (iii) when filed complied as to form in all material respects with the applicable accounting requirements and rules and regulations of the SEC and was prepared with respect thereto. Since December 30, 2006, there has been no material change in the Company’s accounting methods or principles that would be required to be disclosed in the Financial Statements in accordance with United States generally accepted accounting principles ("GAAP") applied on a consistent basis throughout the periods indicated (, except as may be indicated described in the notes thereto), and each fairly presented in all material respects the consolidated financial position, results of operations and cash flows to such Financial Statements. The management of the Company has implemented and its maintains disclosure controls and procedures (as defined in Rule 13a-15(e) of the Exchange Act) to ensure that material information relating to the Company, including the consolidated subsidiaries as at Company Subsidiaries, is made known to the respective dates thereof chief executive officer and for the respectivechief financial officer of the Company by others within those entities, and the Company’s principal executive officer and principal financial officer have disclosed, based on their most recent evaluation of internal control over financial reporting, to the Company’s auditors and the audit committee of the Company Board of Directors (or persons performing the equivalent functions): (A) all significant deficiencies and material weaknesses within their knowledge in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the Company’s ability to record, process, summarize and report financial information; and (B) any fraud that involves management or other employees who have a significant role in the Company’s internal control over financial reporting. The Company’s principal executive officer and principal financial officer have made, with respect to the Company SEC Reports, all certifications required by the Sxxxxxxx-Xxxxx Act of 2002 and any related rules and regulations promulgated by the SEC. As of the date hereof, the Company has not identified any material weaknesses in the design or operation of the internal controls over financial reporting. As of the date hereof, neither the Company nor any of the Company Subsidiaries has outstanding, or has arranged any outstanding, “extensions of credit” to directors or executive officers of the Company within the meaning of Section 402 of the Sxxxxxxx-Xxxxx Act of 2002. (c) Neither the Company nor any Company Subsidiary has any liabilities, whether accrued, absolute, contingent or otherwise, other than liabilities and obligations (i) reflected or reserved against on the Financial Statements in accordance with GAAP or reasonably apparent from the notes or management’s discussion and analysis related thereto, (ii) incurred in connection with the transactions contemplated herein or since the date of the most recently audited Financial Statements in the ordinary course of business consistent with past practice, (iii) discharged or paid prior to the date of this Agreement, or (iv) that have not had, individually or in the aggregate, a Company Material Adverse Effect.

SEC Filings; Financial Statements; Undisclosed Liabilities. (a) To the Company's Knowledge, the The Company has filed or otherwise transmitted all forms, reports reports, statements, certifications and other documents (including all exhibits, amendments and supplements thereto) required to be filed by it with the Securities and Exchange Commission (the "“SEC"”) since January 1, 1997 2005 (all such forms, reports, statements, certificates and has made available to other documents filed since January 1, 2005, collectively, the Merger Sub “SEC Reports” and all registration statements such SEC Reports filed by the Company with the SEC, including all exhibits filed in connection therewith (on all forms applicable to the registration of securities) since January 1, 1997 and publicly available prior to the date of this Agreement (collectivelyAgreement, the "Company “Filed SEC Reports"”). To No subsidiary of the Company's KnowledgeCompany is required to file, or files, any form, report or other document with the SEC. Each of the SEC Reports, as amended prior to the date of their respective datesthis Agreement, the Company SEC Reports (i) complied in all material respects with the applicable requirements of the Securities Act or the Exchange Act, as the case may be, and the rules and regulations promulgated thereunder and (ii) did not contain the Exchange Act and the rules and regulations promulgated thereunder, each as in effect on the date so filed. None of the SEC Reports contained, when filed or, if amended prior to the date of this Agreement, as of the date of such amendment, any untrue statement of a material fact or omit omitted to state a material fact required to be stated or incorporated by reference therein or necessary in order to make the statements made therein, in the light of the circumstances under which they were made, not misleading. The Company will deliver to the Merger Sub as soon as they become available true and complete copies of any Company SEC Reports filed subsequent to the date hereof and prior to the Effective Time. (b) Each The audited consolidated financial statements of the financial statements Company (including, in each case, including any related notes and schedules thereto) contained included in the Company SEC Reports complied as to form in all material respects with Company’s Annual Report on Form 10-K for the applicable accounting requirements and rules and regulations of the SEC and was fiscal year ended December 31, 2007, have been prepared in accordance with United States generally accepted accounting principles ("GAAP") applied on a consistent basis throughout the periods indicated involved (except as may be indicated in the notes thereto), ) and each fairly presented present in all material respects the consolidated financial positionposition of the Company and its subsidiaries at the respective dates thereof and the consolidated statements of operations, results of operations and cash flows and stockholders' equity for the periods indicated. (c) Since the enactment of the Xxxxxxxx-Xxxxx Act of 2002 (the “Xxxxxxxx-Xxxxx Act”), the Company, in all material respects, has been and is in compliance with (A) the applicable provisions of the Xxxxxxxx-Xxxxx Act and (B) the applicable listing and corporate governance rules and regulations of the NYSE. (d) The Company has designed and implemented disclosure controls and procedures (as such terms are defined in Rule 13a-15(e) under the Exchange Act), as required by Rule 13a-15(a) under the Exchange Act to ensure that material information relating to the Company, including its subsidiaries, is made known to the chief executive officer and the chief financial officer of the Company by others within those entities. (e) The Company has disclosed, based on its most recent evaluation prior to the date of this Agreement, to the Company's auditors and the audit committee of the Company's Board of Directors (A) any significant deficiencies and material weaknesses in the design or operation of internal controls over financial reporting which are reasonably likely to adversely affect in any material respect the Company's ability to record, process, summarize and report financial information and (B) any fraud or allegation of fraud, whether or not material, that involves management or other employees who have a significant role in the Company's internal controls over financial reporting. (f) Except (a) as reflected, accrued or reserved against in the financial statements (including the notes thereto) included in the Company's Annual Report on Form 10-K filed prior to the date of this Agreement for the year ended December 31, 2007, (b) for liabilities or obligations incurred in the ordinary course of business consistent with past practice since December 31, 2007, (c) for liabilities or obligations which have been discharged or paid in full prior to the date of this Agreement and (d) for liabilities or obligations incurred pursuant to the transactions contemplated by this Agreement, neither the Company nor any of its subsidiaries has any liabilities, commitments or obligations, asserted or unasserted, known or unknown, absolute or contingent, whether or not accrued, matured or un-matured or otherwise, that would be required to be reflected or reserved against in a consolidated balance sheet of the Company and its consolidated subsidiaries as at prepared in accordance with generally accepted accounting principles, other than those which have not had and would not reasonably be expected to have, individually or in the respective dates thereof and for the respectiveaggregate, a Material Adverse Effect.

SEC Filings; Financial Statements; Undisclosed Liabilities. (a) To the Company's Knowledge, the The Company has filed all forms, reports and documents required to be filed by it with the Securities and Exchange Commission (the "SEC") since January 1, 1997 and has made available SEC all Company SEC Documents. Except to the Merger Sub all registration statements filed extent amended or superseded by the Company a subsequent filing with the SEC, including all exhibits filed in connection therewith (on all forms applicable to the registration of securities) since January 1, 1997 and SEC made prior to the date of this Agreement (collectively, the "Company SEC Reports"). To the Company's Knowledgehereof, as of their respective datesdates (and if so amended or superseded, then on the date of such filing prior to the date hereof), the Company SEC Reports Documents (i) complied did not, and in all material respects with the requirements of the Securities Act or the Exchange Act, as the case may beof Subsequent SEC Filings will not, and the rules and regulations thereunder and (ii) did not contain any untrue statement of a material fact or omit omit, or in the case of Subsequent SEC Filings will not 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, and (ii) complied, and in the case of Subsequent SEC Filings will comply, in all material respects with the applicable requirements of the Exchange Act and the Securities Act, as the case may be. The Company will deliver None of the Subsidiaries is required to file any forms, reports or other documents with the Merger Sub as soon as they become available true and complete copies of any Company SEC Reports filed subsequent to the date hereof and prior to the Effective TimeSEC. (b) Each of the financial statements contained or to be contained in the Company SEC Documents (including, in each case, any related notes and schedules theretoschedules) contained has (i) at the time at which they were prepared, been prepared from, and in accordance with, the books and records of the Company SEC Reports complied as to form in all material respects with and the applicable accounting requirements consolidated Subsidiaries, and rules and regulations of the SEC and was (ii) been prepared in accordance with United States generally accepted accounting principles ("GAAP") GAAP applied on a consistent basis throughout the periods indicated (except as may be indicated in the notes thereto)thereto and in the case of unaudited quarterly financial statements, as permitted by Form 10-Q under the Exchange Act) and each fairly presented presents in all material respects the consolidated financial position, position and the consolidated results of operations and cash flows of the Company and its the consolidated subsidiaries Subsidiaries as at the respective dates thereof and for the respectiveperiods covered thereby, except that the unaudited interim financial statements may not contain footnotes and were or are subject to normal year-end adjustments.

SEC Filings; Financial Statements; Undisclosed Liabilities. (a) To the Company's Knowledge, the Company has filed all forms, reports and documents required to be filed by it with the Securities and Exchange Commission (the "SEC") since January 1, 1997 and has made available to the Merger Sub all registration statements filed by the Company with the SEC, including all exhibits filed in connection therewith (on all forms applicable to the registration of securities) since January 1, 1997 and prior to the date of this Agreement (collectively, the "Company SEC Reports"). To the Company's Knowledge, as of their respective dates, the Company SEC Reports (i) complied in all material respects with the requirements of the Securities Act or the Exchange Act, as the case may be, and the rules and regulations thereunder and (ii) did not contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary in order to make the statements made therein, in the light of the circumstances under which they were made, not misleading. The Company will deliver to the Merger Sub as soon as they become available true and complete copies of any Company SEC Reports filed subsequent to the date hereof and prior to the Effective Time. (b) Each of the financial statements (including, in each case, any notes and schedules thereto) contained in the Company SEC Reports complied as to form in all material respects with the applicable accounting requirements and rules and regulations of the SEC and was prepared in accordance with United States generally accepted accounting principles ("GAAP") applied on a consistent basis throughout the periods indicated (except as may be indicated in the notes thereto), and each fairly presented in all material respects the consolidated financial position, results of operations and cash flows of the Company and its consolidated subsidiaries as at the respective dates thereof and for the respectiverespective periods indicated therein in accordance with GAAP (subject, in the case of unaudited statements (the "Interim Financial Statements"), to normal and recurring year-end adjustments and the absence of footnotes none of which would, individually or in the aggregate, have or be reasonably expected to have a Company Material Adverse Effect). (c) Except as set forth on Section 3.06 of the Company Disclosure Schedule, since December 31, 1998, to the Company's Knowledge, there has not been any Company Material Adverse Effect, or any event, condition or development which is reasonably likely to result in a Company Material Adverse Effect. (d) To the Company's Knowledge, neither the Company nor its subsidiaries have any known or asserted liabilities or obligations (whether absolute or contingent, whether accrued or unaccrued, whether liquidated or unliquidated and whether due or to become due, including any liability for taxes) including without limitation any liabilities or obligations with respect to environmental, health or safety matters, other than such liabilities or obligations (i) disclosed in the Company Disclosure Statement, (ii) that have been specifically disclosed or reserved for in the audited consolidated balance sheet of the Company for calendar year 1998 as filed with the SEC, (iii) that have been incurred in the ordinary course of business consistent with past practice since December 31, 1998, or 13 86 (iv) that would not, individually or in the aggregate, have or be expected to have a Company Material Adverse Effect. (e) Section 3.06 of the Company Disclosure Schedule sets forth a list of all of the Company's and its subsidiaries' indebtedness for borrowed money which is outstanding as of December 31, 1999, except for amounts of indebtedness which are not individually in excess of $250,000.