Common use of SEC Filings; Financial Statements; Xxxxxxxx-Xxxxx Act Clause in Contracts

SEC Filings; Financial Statements; Xxxxxxxx-Xxxxx Act. (a) CNC has Previously Disclosed to GVTC a true, correct and complete copy of CNC’s Annual Report on Form 10-K for the year ended December 31, 2006 (the “CNC Form 10-K”), quarterly reports on Form 10-Q for the quarter ended March 31, 2007, current reports on Form 8-K filed at any time between March 31, 2007 and the date of this Agreement, and the definitive proxy statement for the annual meeting of shareholders of CNC held on March 14, 2007, in each case including all amendments thereof and all as filed by CNC with the SEC (collectively, the “SEC Documents”). As of their respective dates, the SEC Documents complied in all material respects with the applicable requirements of the Securities Act and the Exchange Act, and none of the Company’s SEC Documents contained any untrue statement of a material fact or omitted to state a material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they were made, not misleading. (b) The financial statements of CNC included in the SEC Documents (collectively, the “CNC Financials”) comply in all material respects with applicable accounting requirements and with the published rules and regulations of the SEC with respect thereto, have been prepared in accordance with GAAP (except as may be indicated in the notes thereto or, in the case of the unaudited statements, as permitted by Form 10-Q of the SEC) and fairly present (subject, in the case of the unaudited statements, to normal, recurring audit adjustments that are not material), in all material respects, the consolidated financial position of CNC and its Subsidiaries as at the dates thereof and the consolidated results of their operations and cash flows for the periods then ended. (c) Each required form, report and document containing financial statements that has been filed with or submitted to the SEC by CNC was accompanied by the certifications required to be filed or submitted by CNC’s principal executive officer and principal financial officer pursuant to the Xxxxxxxx-Xxxxx Act and, at the time of filing or submission of each such certification, such certification was true and accurate and complied with the Xxxxxxxx-Xxxxx Act.

SEC Filings; Financial Statements; Xxxxxxxx-Xxxxx Act. (a) CNC Since January 1, 2010, Parent has Previously Disclosed to GVTC a truetimely filed or otherwise furnished (as applicable) all registration statements, correct and complete copy of CNC’s Annual Report on Form 10-K for the year ended December 31prospectuses, 2006 (the “CNC Form 10-K”)forms, quarterly reports on Form 10-Q for the quarter ended March 31reports, 2007, current reports on Form 8-K filed at any time between March 31, 2007 and the date of this Agreement, and the definitive proxy statement for statements, schedules, statements and documents required to be filed or furnished by it under the annual meeting of shareholders of CNC held on March 14Securities Act or the Exchange Act, 2007as the case may be, in each case including together with all amendments thereof certifications required pursuant to the Xxxxxxxx-Xxxxx Act (such documents and all as any other documents filed by CNC Parent or any Subsidiary of Parent with the SEC (SEC, as have been supplemented, modified or amended since the time of filing, collectively, the “Parent SEC Documents”). As of their respective dates, filing dates the Parent SEC Documents complied in all material respects (i) did not (or with the applicable requirements of the Securities Act and the Exchange Act, and none of the Company’s respect to Parent SEC Documents contained filed after the date hereof, will not) contain any untrue statement of a any material fact or omitted omit to state a material fact required to be stated therein or necessary in order to make the statements made therein, in light of the circumstances under which they were made, not misleading. misleading and (bii) The financial statements of CNC included in the SEC Documents (collectively, the “CNC Financials”) comply complied in all material respects with the applicable accounting requirements of the Exchange Act or the Securities Act, as the case may be, the Xxxxxxxx-Xxxxx Act and with the published applicable rules and regulations of the SEC with respect thereto, thereunder. (b) All of the audited consolidated financial statements and unaudited consolidated interim financial statements of Parent and the consolidated Subsidiaries of Parent included in the Parent SEC Documents (i) have been or will be, as the case may be, prepared from, are in accordance with, and accurately reflect the books and records of Parent and the consolidated Subsidiaries of Parent in all material respects, (ii) have been or will be, as the case may be, prepared in accordance with GAAP applied on a consistent basis during the periods involved (except as may be indicated in the notes thereto or, in the case of the unaudited interim financial statements, as permitted by Form 10for normal and recurring year-Q of the SEC) and fairly present (subject, in the case of the unaudited statements, to normal, recurring audit end adjustments that are not material)material in amount or nature and as may be permitted by the SEC on Form 10-Q, Form 8-K or any successor or like form under the Exchange Act) and (iii) fairly present in all material respects, respects the consolidated financial position of CNC and its Subsidiaries as at the dates thereof and the consolidated results of their operations and operations, cash flows and changes in stockholders’ equity of Parent and the consolidated Subsidiaries of Parent as of the dates and for the periods then endedreferred to therein. Without limiting the generality of this Section 4.6(b), since January 1, 2010, (i) no independent public accountant of Parent has resigned or been dismissed as independent public accountant of Parent as a result of or in connection with any disagreement of Parent on a matter of accounting principles or practices, financial statement disclosure or auditing scope or procedure, (ii) no executive officer of Parent has failed in any respect to make, without qualification, the certifications required of him or her under Section 302 or 906 of the Xxxxxxxx-Xxxxx Act with respect to any form, report or schedule filed by Parent with the SEC since the enactment of the Xxxxxxxx-Xxxxx Act, and (iii) no enforcement action has been initiated or, to the Knowledge of Parent, threatened against Parent by the SEC relating to disclosures contained in any Parent SEC Document. (c) Each required form, report Parent and document containing its Subsidiaries have designed and maintain a system of internal controls over financial statements 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 for the Parent and its Subsidiaries. Parent and its Subsidiaries (i) have designed and maintain disclosure controls and procedures (as defined in Rules 13a-15(e) and 15d-15(e) of the Exchange Act) to ensure that has been filed with or submitted to the SEC by CNC was accompanied by the certifications material information required to be filed disclosed by Parent in the reports that it files or submitted by CNC’s principal executive officer submits under the Exchange Act is recorded, processed, summarized and principal financial officer pursuant to the Xxxxxxxx-Xxxxx Act and, at reported within the time periods specified in the SEC’s rules and forms and is accumulated and communicated to Parent’s management as appropriate to allow timely decisions regarding required disclosure and (ii) since January 1, 2010, have disclosed to Parent’s auditors and audit committee (A) any known significant deficiencies and material weaknesses in the design or operation of filing internal controls over financial reporting that are reasonably likely to adversely affect in any material respect Parent’s ability to record, process, summarize and report financial information and (B) any fraud, whether or submission of each such certificationnot material, such certification was true and accurate and complied with the Xxxxxxxx-Xxxxx Actthat involves management or other employees who have a significant role in Parent’s internal controls over financial reporting.

SEC Filings; Financial Statements; Xxxxxxxx-Xxxxx Act. (a) CNC Company has Previously Disclosed made available to GVTC Parent a true, correct and complete copy of CNC’s Company's Annual Report on Form 10-K for the year ended December March 31, 2006 (the “CNC "Company Form 10-K”"), quarterly reports on Form 10-Q for the quarter quarters ended March 31June 30, 20072006 and September 30, 2006, current reports on Form 8-K filed at any time between March 31, 2007 2006 and the date of this Agreement, and the definitive proxy statement for the annual meeting of shareholders stockholders of CNC Company held on March 14August 15, 20072006, in each case including all amendments thereof and all as filed by CNC Company with the SEC (collectively, the “"Company SEC Documents”"). As of their respective dates, the Company SEC Documents complied in all material respects with the applicable requirements of the Securities Act and the Exchange Act, and none of the Company’s 's SEC Documents contained any untrue statement of a material fact or omitted to state a material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they were made, not misleading. (b) The financial statements of CNC Company included in the Company's SEC Documents (collectively, the “CNC "Company Financials”") comply in all material respects with applicable accounting requirements and with the published rules and regulations of the SEC with respect thereto, have been prepared in accordance with GAAP (except as may be indicated in the notes thereto or, in the case of the unaudited statements, as permitted by Form 10-Q of the SEC) and fairly present (subject, in the case of the unaudited statements, to normal, recurring audit adjustments that are not material), in all material respects, the consolidated financial position of CNC Company and its Subsidiaries as at the dates thereof and the consolidated results of their operations and cash flows for the periods then ended. (c) Each required form, report and document containing financial statements that has been filed with or submitted to the SEC by CNC Company was accompanied by the certifications required to be filed or submitted by CNC’s Company's principal executive officer and principal financial officer pursuant to the Xxxxxxxx-Xxxxx Act and, at the time of filing or submission of each such certification, such certification was true and accurate and complied with the Xxxxxxxx-Xxxxx Act. (d) There are no outstanding loans made by Company or any of its Subsidiaries to any executive officer (as defined in Rule 3b-7 under the Exchange Act) or director of Company. The Company has not since the enactment of the Xxxxxxxx-Xxxxx Act taken any action prohibited by Section 402 of the Xxxxxxxx-Xxxxx Act.

SEC Filings; Financial Statements; Xxxxxxxx-Xxxxx Act. (a) CNC Since January 1, 2004, Parent has Previously Disclosed timely filed all forms, reports and documents required to GVTC a truebe filed by Parent with the SEC, correct including all exhibits required to be filed therewith (including any forms, reports and complete copy of CNC’s Annual Report on Form 10-K for the year ended December 31, 2006 (the “CNC Form 10-K”), quarterly reports on Form 10-Q for the quarter ended March 31, 2007, current reports on Form 8-K documents filed at any time between March 31, 2007 and after the date of this Agreementhereof, and the definitive proxy statement for the annual meeting of shareholders of CNC held on March 14, 2007, in each case including all amendments thereof and all as filed by CNC with the SEC (collectivelyfiled, the “Parent SEC DocumentsReports”). As of their respective datesThe Parent SEC Reports: (i) at the time filed complied (or will comply when filed, as the SEC Documents complied case may be) as to form in all material respects with the applicable requirements of the Securities Act and and/or the Exchange Act, as the case may be and none (ii) did not at the time they were filed (or, if later filed, amended or superseded, then on the date of the Company’s SEC Documents contained such later filing) contain any untrue statement of a material fact or omitted omit to state a material fact required to be stated therein or necessary in order to make the statements contained therein, in the light of the circumstances under which they were made, not misleading. (b) The Each of the consolidated financial statements of CNC included (including, in each case, any related notes thereto) contained in the Parent SEC Documents Reports (collectively, the “CNC FinancialsParent Financial Statements”), at the time filed and amended, (i) comply complied or will comply, as the case may be, as to form in all material respects with the applicable accounting requirements and with the published rules and regulations of the SEC with respect thereto, have been (ii) was or will be prepared in accordance with GAAP (applied on a consistent basis throughout the periods involved except as may otherwise be indicated in the notes thereto orand (iii) fairly presented or will fairly present, in as the case of the unaudited statements, as permitted by Form 10-Q of the SEC) and fairly present (subject, in the case of the unaudited statements, to normal, recurring audit adjustments that are not material)may be, in all material respects, the consolidated financial position of CNC Parent and its Subsidiaries as at the dates thereof indicated and the consolidated results of their operations and cash flows for the periods then endedtherein indicated, except, in the case of the unaudited interim financial statements for the absence of footnotes and normal year-end adjustments. (c) Each required form, report The management of Parent has established and document containing maintains “disclosure controls and procedures” (as defined in Rules 13a-15(e) and 15d-15(e) of the Exchange Act) that are designed to provide reasonable assurance that information (both financial statements that has been filed with or submitted to the SEC by CNC was accompanied by the certifications and non-financial) required to be filed disclosed by Parent in the reports that it files or submits under the Exchange Act is recorded, processed, summarized and reported within the time periods specified in the rules and forms of the SEC and that all such information is accumulated and communicated to Parent’s management as appropriate to allow timely decisions regarding required disclosure and to make the certifications of the Chief Executive Officer and Chief Financial Officer of Parent required under the Exchange Act with respect to such reports. As of December 31, 2006, there were no “material weaknesses” in Parent’s or any of Parent Subsidiaries’ internal controls as contemplated under SOX. Parent has disclosed, based on the most recent evaluation of its internal control over financial reporting (as defined in Rule 13a-15(f) of the Exchange Act) by its chief executive officer and chief financial officer, to Parent’s auditors and the audit committee of Parent’s Supervisory Board (a) any significant deficiencies in the design or operation of its internal control over financial reporting that are reasonably likely to adversely affect Parent’s ability to record, process, summarize and report financial information and has identified for Parent’s auditors and audit committee of Parent’s Supervisory Board any material weaknesses in its 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 Parent’s internal control over financial reporting. Since the date of Parent’s most recent evaluation of internal control over financial reporting, to the knowledge of Parent, no facts or circumstances have arisen or occurred that would be required to be disclosed to Parent’s auditors or Parent’s audit committee regarding (x) a significant deficiency in the design or operation of its internal control over financial reporting, (y) a material weakness in its internal control over financial reporting or (z) fraud, whether or not material, that involves management or other employees who have a significant role in Parent’s internal control over financial reporting. (d) Neither Parent nor any of its Subsidiaries has outstanding, or has arranged any outstanding, “extensions of credit” to directors or executive officers within the meaning of Section 402 of SOX. To Parent’s knowledge, there are no other violations of Parent’s code of conduct, adopted pursuant to NASDAQ Rule 4350(n). Parent has delivered to Parent complete and correct copies of any written complaints, reports or allegations, and a reasonably detailed summary of any verbal complaints, reports or allegations, that have been submitted or made by any party to the Audit Committee of Parent’s Supervisory Board since July 1, 2005 pursuant to the procedures established in accordance with Section 10A(m)(4) of the Exchange Act. Parent has delivered to the Company complete and correct copies of any written complaints, reports or allegations, and a reasonably detailed summary of any verbal complaints, reports or allegations, made or submitted by CNCany attorney representing Parent or any of its Subsidiaries to Parent’s principal chief executive officer and principal financial officer pursuant officer, any supervising attorney or Parent’s Supervisory Board or any committee thereof, including any qualified legal compliance committee, as contemplated by the rules set forth in 17 CFR Part 205. Neither Parent nor any of its Subsidiaries is a party to, or has any commitment to become a party to, any joint venture, off-balance sheet partnership or any similar arrangement, including without limitation any “off-balance sheet arrangement” (as defined in Item 303(a) of Regulation S-K promulgated by the Xxxxxxxx-Xxxxx Act andSEC), at where the time result, purpose or intended effect of filing such contract or submission arrangement is to avoid disclosure of each such certificationany material transaction involving, such certification was true and accurate and complied with the Xxxxxxxx-Xxxxx Actor material liabilities of, Parent or any of its Subsidiaries in any Parent Financial Statement or Parent SEC Report.