Common use of SEC Filings; Financial Statements; Xxxxxxxx-Xxxxx; Internal Accounting Controls; Disclosure Controls and Procedures Clause in Contracts

SEC Filings; Financial Statements; Xxxxxxxx-Xxxxx; Internal Accounting Controls; Disclosure Controls and Procedures. (a) Parent has filed all forms, reports, documents, schedules, prospectuses, and registration, proxy and other statements required to be filed by it with the SEC since July 1, 2009 (collectively, including amendments thereto, and together with all documents incorporated by reference therein, but excluding the exhibits filed therewith, the “Parent SEC Reports”). As of their respective effective dates (in the case of Parent SEC Reports that are registration statements filed pursuant to the requirements of the Securities Act) and as of their respective filing dates (in the case of all other Parent SEC Reports) or, if later amended or superseded, then on the date of such later filing, the Parent SEC Reports complied as to form in all material respects in accordance with the requirements of the Securities Act or the Exchange Act, as the case may be, and none of the Parent SEC Reports, as of such respective dates, 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, except for such statements, if any, as have been corrected by subsequent filings with the SEC prior to the date that is two business days prior to the date of this Agreement. No Parent Subsidiary is currently required to file any form, report or other document with the SEC under Section 12 or 15(d) of the Exchange Act. (b) The historical consolidated financial statements (including any notes thereto) contained in the Parent SEC Reports, each as amended prior to the date of this Agreement, (i) at the time filed complied as to form in all material respects with applicable accounting requirements and the published rules and regulations of the SEC with respect thereto, (ii) were prepared in accordance with GAAP applied on a consistent basis throughout the periods indicated (except as may be indicated in the notes thereto and except that financial statements included with quarterly reports on Form 10-Q do not contain all GAAP notes to such financial statements) and (iii) each fairly presented, in all material respects, the consolidated financial position, results of operations, and changes in stockholders’ equity and cash flows of Parent and the consolidated Parent Subsidiaries as at the indicated dates thereof and for the respective periods indicated therein (subject, in the case of unaudited statements, to normal and recurring year-end adjustments). (c) With respect to each annual report on Form 10-K and each quarterly report on Form 10-Q included in the Parent SEC Reports, the chief executive officer and chief financial officer of Parent have made all certifications required by the Xxxxxxxx-Xxxxx Act and any related rules and regulations promulgated by the SEC, and the statements contained in any such certifications are complete and correct. (d) The Parent has established and maintains a system of internal control over financial reporting (as defined in Rules 13a-15(f) and 15d-15(f) under the Exchange Act) designed to provide reasonable assurance regarding the reliability of Parent’s financial reporting and the preparation of Parent’s financial statements for external purposes in accordance with GAAP, and which system (i) pertains to the maintenance of records that in reasonable detail accurately and fairly reflect the transactions and dispositions of the assets of Parent, (ii) provides reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with GAAP, and that receipts and expenditures of Parent are being made only in accordance with authorizations of management and directors of Parent, and (iii) provides reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use or disposition of Parent’s assets that could have a material effect on the Parent’s financial statements. (e) The Parent has established and maintains “disclosure controls and procedures” (as defined in Rules 13a-15(e) and 15d-15(e) of the Exchange Act) designed to ensure that all material information (both financial and non-financial) required to be 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 the management of Parent 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.

SEC Filings; Financial Statements; Xxxxxxxx-Xxxxx; Internal Accounting Controls; Disclosure Controls and Procedures. (a) Parent Dorado has filed all forms, reports, documents, schedules, prospectuses, reports and registration, proxy and other statements documents required to be filed by it with the SEC since July January 1, 2009 2007 (collectively, including amendments thereto, and together with all documents incorporated by reference therein, but excluding the exhibits filed therewith, the “Parent Dorado SEC Reports”). As of their respective effective dates (in the case of Parent The Dorado SEC Reports that are registration statements filed pursuant to the requirements of the Securities Act) and as of their respective filing dates (in the case of all other Parent SEC Reports) or, if later amended or superseded, then on the date of such later filing, the Parent SEC Reports complied as to form were prepared in all material respects in accordance with the requirements of the Securities Act or the Exchange Act, as the case may be, and none of the Parent Dorado SEC Reports, as of such respective datesthe date it was filed with the SEC, 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, except for such statements, if any, as have been corrected by subsequent filings with the SEC prior to the date that is two business days prior to the date of this Agreement. No Parent Dorado Subsidiary is currently required to file any form, report or other document with the SEC under Section 12 or 15(d) of the Exchange Act. (b) The historical consolidated financial statements (including any notes thereto) contained in the Parent Dorado SEC Reports, each as amended prior to the date of this Agreement, (i) at the time filed complied as to form in all material respects with applicable accounting requirements and the published rules and regulations of the SEC with respect thereto, (ii) Reports were prepared in accordance with GAAP applied on a consistent basis throughout the periods indicated (except as may be indicated in the notes thereto and except that financial statements included with quarterly reports on Form 10-Q do not contain all GAAP notes to such financial statements) and (iii) each fairly presented, in all material respects, the consolidated financial position, results of operations, and changes in stockholders’ equity and cash flows of Parent Dorado and the consolidated Parent Dorado Subsidiaries as at the indicated respective dates thereof and for the respective periods indicated therein (subject, in the case of unaudited statements, to normal and recurring year-end adjustments). (c) With respect to each annual report on Form 10-K and each quarterly report on Form 10-Q included in the Parent Dorado SEC Reports, the chief executive officer and chief financial officer of Parent Dorado have made all certifications required by the Xxxxxxxx-Xxxxx Act and any related rules and regulations promulgated by the SECSEC and the National Securities Exchange, and the statements contained in any such certifications are complete and correct. (d) The Parent has established and Dorado maintains a system of internal control over financial reporting (as defined in Rules 13a-15(f) and 15d-15(f) under the Exchange Act) designed accounting controls sufficient to provide reasonable assurance regarding the reliability of Parent’s financial reporting and the preparation of Parent’s financial statements for external purposes that (i) transactions are executed in accordance with GAAP, and which system (i) pertains to the maintenance of records that in reasonable detail accurately and fairly reflect the transactions and dispositions of the assets of Parentmanagement’s general or specific authorizations, (ii) provides reasonable assurance that transactions are recorded as necessary access to permit preparation of financial statements in accordance with GAAP, and that receipts and expenditures of Parent are being made assets is permitted only in accordance with authorizations of management and directors of Parentmanagement’s general or specific authorization, and (iii) provides the recorded accountability for assets is compared with the existing assets at reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use or disposition of Parent’s assets that could have a material effect on the Parent’s financial statementsintervals and appropriate action is taken with respect to any differences. (e) The Parent has established and maintains “disclosure controls and procedures” (as defined in Rules 13a-15(e) and 15d-15(e) of the Exchange Act) of Dorado are reasonably designed to ensure that all material information (both financial and non-financial) required to be disclosed by Parent Dorado in the reports that it files or submits under the Exchange Act is recorded, processed, summarized and reported, reported within the time periods specified in the rules and forms of the SEC, and that all such information is accumulated and communicated to the management of Parent Dorado 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 Dorado required under the Exchange Act with respect to such reports.

SEC Filings; Financial Statements; Xxxxxxxx-Xxxxx; Internal Accounting Controls; Disclosure Controls and Procedures. (a) Parent The Company has filed all forms, reports, documents, schedules, prospectuses, and registration, proxy and other statements required to be filed by it with the SEC United States Securities and Exchange Commission (“SEC”) since July January 1, 2009 2008 (collectively, including amendments thereto, and together with all documents incorporated by reference therein, but excluding the exhibits filed therewith, the “Parent Company SEC Reports”). As of their respective effective dates (in the case of Parent Company SEC Reports that are registration statements filed pursuant to the requirements of the Securities Act) and as of their respective filing dates (in the case of all other Parent Company SEC Reports) or, if later amended or superseded, then on the date of such later filing, the Parent Company SEC Reports complied as to form in all material respects in accordance with the requirements of the Securities Act or the Exchange Act, as the case may be, and none of the Parent Company SEC Reports, as of such respective dates, 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, except for such statements, if any, as have been corrected by subsequent filings with the SEC prior to the date that is two business days prior to the date of this Agreement. No Parent Company Subsidiary is currently required to file any form, report or other document with the SEC under Section 12 or 15(d) of the Exchange Act. (b) The historical consolidated financial statements (including any notes thereto) contained in the Parent Company SEC Reports, each as amended prior to the date of this Agreement, (i) at the time filed complied as to form in all material respects with applicable accounting requirements and the published rules and regulations of the SEC with respect thereto, (ii) were prepared in accordance with GAAP 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 except that financial statements included with quarterly reports on Form 10-Q do not contain all GAAP notes to such financial statements) ), and (iii) each fairly presented, in all material respects, the consolidated financial position, results of operations, and changes in stockholders’ equity and cash flows of Parent the Company and the consolidated Parent Company Subsidiaries as at the indicated dates thereof and for the respective periods indicated therein (subject, in the case of unaudited statements, to normal and recurring year-end adjustments). (c) With respect to each annual report on Form 10-K and each quarterly report on Form 10-Q included in the Parent Company SEC Reports, the chief executive officer and chief financial officer of Parent the Company have made all certifications required by the Xxxxxxxx-Xxxxx Act of 2002 (the “Xxxxxxxx-Xxxxx Act”) and any related rules and regulations promulgated by the SEC, and the statements contained in any such certifications are complete and correct. (d) The Parent Company has established and maintains a system of internal control over financial reporting (as defined in Rules 13a-15(f) and 15d-15(f) under the Exchange Act) designed to provide reasonable assurance regarding the reliability of Parentthe Company’s financial reporting and the preparation of Parentthe Company’s financial statements for external purposes in accordance with GAAP, and which system (i) pertains to the maintenance of records that in reasonable detail accurately and fairly reflect the transactions and dispositions of the assets of Parentthe Company, (ii) provides reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with GAAP, and that receipts and expenditures of Parent the Company are being made only in accordance with authorizations of management and directors of Parentthe Company, and (iii) provides reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use or disposition of Parentthe Company’s assets that could have a material effect on the ParentCompany’s financial statements. (e) The Parent Company has established and maintains “disclosure controls and procedures” (as defined in Rules 13a-15(e) and 15d-15(e) of the Exchange Act) designed to ensure that all material information (both financial and non-financial) required to be disclosed by Parent the Company 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 the management of Parent the Company 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 the Company required under the Exchange Act with respect to such reports.

SEC Filings; Financial Statements; Xxxxxxxx-Xxxxx; Internal Accounting Controls; Disclosure Controls and Procedures. (a) Parent Redfish has filed all forms, reports, documents, schedules, prospectuses, reports and registration, proxy and other statements documents required to be filed by it with the SEC United States Securities and Exchange Commission (“SEC”) since July January 1, 2009 2007 (collectively, including amendments thereto, and together with all documents incorporated by reference therein, but excluding the exhibits filed therewith, the “Parent Redfish SEC Reports”). As of their respective effective dates (in the case of Parent The Redfish SEC Reports that are registration statements filed pursuant to the requirements of the Securities Act) and as of their respective filing dates (in the case of all other Parent SEC Reports) or, if later amended or superseded, then on the date of such later filing, the Parent SEC Reports complied as to form were prepared in all material respects in accordance with the requirements of the Securities Act Act, or the Exchange Act, as the case may be, and none of the Parent Redfish SEC Reports, as of such respective datesthe date it was filed with the SEC, 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. The MLP has filed all forms, except for such statements, if any, as have been corrected reports and documents required to be filed by subsequent filings it with the SEC prior to since September 10, 2007 (collectively, the “MLP SEC Reports”). The MLP SEC Reports were prepared in all material respects in accordance with the requirements of the Securities Act or the Exchange Act, as the case may be, and none of the MLP SEC Reports, as of the date that is two business days prior it was filed with the SEC, 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 date statements therein, in light of this Agreementthe circumstances under which they were made, not misleading. No Parent Other than the MLP, no Redfish Subsidiary is currently required to file any form, report or other document with the SEC under Section 12 or 15(d) of the Exchange Act. (b) The historical consolidated financial statements (including any notes thereto) contained in the Parent Redfish SEC ReportsReports were 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 except that financial statements included with quarterly reports on Form 10-Q do not contain all GAAP notes to such financial statements) and each fairly presented, each as amended prior to the date of this Agreement, (i) at the time filed complied as to form in all material respects with applicable accounting requirements respects, the consolidated financial position, results of operations, and changes in stockholders’ equity and cash flows of Redfish and the published rules consolidated Redfish Subsidiaries as at the respective dates thereof and regulations for the respective periods indicated therein (subject, in the case of unaudited statements, to normal and recurring year-end adjustments). The historical consolidated financial statements (including any notes thereto) contained in the MLP SEC with respect thereto, (ii) Reports were prepared in accordance with GAAP applied on a consistent basis throughout the periods indicated (except as may be indicated in the notes thereto and except that financial statements included with quarterly reports on Form 10-Q do not contain all GAAP notes to such financial statements) and (iii) each fairly presented, in all material respects, the consolidated financial position, results of operations, and changes in stockholderspartners’ equity and cash flows of Parent the MLP and the its consolidated Parent Subsidiaries subsidiaries as at the indicated respective dates thereof and for the respective periods indicated therein (subject, in the case of unaudited statements, to normal and recurring year-end adjustments). (c) With respect to each annual report on Form 10-K and each quarterly report on Form 10-Q included in the Parent Redfish SEC Reports, the chief executive officer and chief financial officer of Parent Redfish have made all certifications required by the Xxxxxxxx-Xxxxx Act of 2002 (the “Xxxxxxxx-Xxxxx Act”) and any related rules and regulations promulgated by the SEC and the NYSE, and the statements contained in any such certifications are complete and correct. With respect to each annual report on Form 10-K and each quarterly report on Form 10-Q included in the MLP SEC Reports, the chief executive officer and chief financial officer of the MLP General Partner have made all certifications required by the Xxxxxxxx-Xxxxx Act and any related rules and regulations promulgated by the SECSEC and the NYSE, and the statements contained in any such certifications are complete and correct. (d) The Parent has established Redfish and maintains the MLP maintain a system of internal control over financial reporting (as defined in Rules 13a-15(f) and 15d-15(f) under the Exchange Act) designed accounting controls sufficient to provide reasonable assurance regarding the reliability of Parent’s financial reporting and the preparation of Parent’s financial statements for external purposes that (i) transactions are executed in accordance with GAAP, and which system (i) pertains to the maintenance of records that in reasonable detail accurately and fairly reflect the transactions and dispositions of the assets of Parentmanagement’s general or specific authorizations, (ii) provides reasonable assurance that transactions are recorded as necessary access to permit preparation of financial statements in accordance with GAAP, and that receipts and expenditures of Parent are being made assets is permitted only in accordance with authorizations of management and directors of Parentmanagement’s general or specific authorization, and (iii) provides the recorded accountability for assets is compared with the existing assets at reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use or disposition of Parent’s assets that could have a material effect on the Parent’s financial statementsintervals and appropriate action is taken with respect to any differences. (e) The Parent has established and maintains “disclosure controls and procedures” (as defined in Rules 13a-15(e) and 15d-15(e) of the Exchange Act) of Redfish are reasonably designed to ensure that all material information (both financial and non-financial) required to be disclosed by Parent Redfish in the reports that it files or submits under the Exchange Act is recorded, processed, summarized and reported, reported within the time periods specified in the rules and forms of the SEC, and that all such information is accumulated and communicated to the management of Parent Redfish 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 Redfish required under the Exchange Act with respect to such reports. The “disclosure controls and procedures” (as defined in Rules 13a-15(e) and 15d-15(e) of the Exchange Act) of the MLP are reasonably designed to ensure that all information (both financial and non-financial) required to be disclosed by the MLP 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 the management of the MLP General Partner as appropriate to allow timely decisions regarding required disclosure and to make the certifications of the chief executive officer and chief financial officer of the MLP General Partner required under the Exchange Act with respect to such reports.