Common use of SEC Filings; Financial Statements Clause in Contracts

SEC Filings; Financial Statements. (a) Since May 31, 2010, the Company has timely filed or otherwise furnished (as applicable) all registration statements, prospectuses, forms, reports, certifications, statements and other documents required to be filed or furnished by it under the Securities Act or the Exchange Act, as the case may be, together with all certifications required pursuant to the Xxxxxxxx-Xxxxx Act of 2002 (the “Xxxxxxxx-Xxxxx Act”) (such documents and any other documents filed by the Company or any Company Subsidiary with the SEC, as have been supplemented, modified or amended since the time of filing, collectively, the “Company SEC Documents”). As of their respective effective dates (in the case of the Company SEC Documents that are registration statements filed pursuant to the requirements of the Securities Act) and as of their respective SEC filing dates (in the case of all other Company SEC Documents), or in each case, if amended prior to the date hereof, as of the date of the last such amendment, the Company SEC Documents (i) 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 light of the circumstances under which they were made, not misleading and (ii) complied in all material respects with the applicable requirements of the Exchange Act or the Securities Act, as the case may be, the Xxxxxxxx-Xxxxx Act and the applicable rules and regulations of the SEC thereunder. None of the Company Subsidiaries is required to file any forms, reports or other documents with the SEC. All of the audited consolidated financial statements and unaudited consolidated interim financial statements of the Company and the consolidated Company Subsidiaries included in the Company SEC Documents, including the related notes and schedules (collectively, the “Company Financial Statements”) (A) have been 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 interim financial statements, for normal and recurring year-end adjustments) and (B) fairly present in all material respects the consolidated financial position and the consolidated results of operations, cash flows and changes in stockholders’ equity of the Company and the consolidated Company Subsidiaries as of the dates and for the periods referred to therein (except as may be indicated in the notes thereto or, in the case of interim financial statements, for normal and recurring year-end adjustments). (b) Neither the Company nor any of the Company Subsidiaries is a party to, nor has any commitment to become a party to, any joint venture, off-balance sheet partnership or similar Contract (including any Contract or arrangement relating to any transaction or relationship between or among the Company, 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 promulgated by the SEC), where the result, purpose or intended effect of such Contract is to avoid disclosure of any material transaction involving, or material liabilities of, the Company in its published financial statements or other Company SEC Documents. (c) Without limiting the generality of Section 4.7(a), since May 31, 2010, (i) Deloitte & Touche LLP and KPMG LLP have not resigned or been dismissed as independent public accountants of the Company as a result of or in connection with any disagreement with the Company on a matter of accounting principles or practices, financial statement disclosure or auditing scope or procedure, (ii) no executive officer of the Company 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 the Company with the SEC since the enactment of the Xxxxxxxx-Xxxxx Act, and neither the Company nor any of its executive officers has received notice from any Governmental Entity challenging or questioning the accuracy, completeness or manner of the filing of the certification required by the Xxxxxxxx-Xxxxx Act and made by the Company’s principal executive officer and principal financial officer and (iii) no enforcement action has been initiated or, to the knowledge of the Company, threatened against the Company by the SEC relating to disclosures contained in any Company SEC Document. (d) Except as permitted by the Exchange Act, including Sections 13(k)(2) and (3) or rules of the SEC, since the enactment of the Xxxxxxxx-Xxxxx Act, neither the Company nor any of its affiliates has made, arranged or modified (in any material way) any extensions of credit in the form of a personal loan to any executive officer or director of the Company.

SEC Filings; Financial Statements. (a) Since May 31January 1, 20102020, the Company has timely filed or otherwise furnished (as applicable) all registration statements, prospectuses, forms, reports, certifications, statements and other documents required to be filed or furnished by it under the Securities Act or the Exchange Act, as the case may be, together with all certifications required pursuant to the Xxxxxxxx-Xxxxx Act of 2002 (the “Xxxxxxxx-Xxxxx Act”) (such documents and any other documents filed by the Company or any Company Subsidiary with the SEC, as have been supplemented, modified or amended since the time of filing, collectively, the “Company SEC Documents”). As of their respective effective dates (in the case of the Company SEC Documents that are registration statements filed pursuant to the requirements of the Securities Act) and as of their respective SEC filing dates (in the case of all other Company SEC Documents), or in each case, if amended prior to the date hereof, as of the date of the last such amendment, the Company SEC Documents (i) 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 and (ii) complied in all material respects with the applicable requirements of the Exchange Act or the Securities Act, as the case may be, the Xxxxxxxx-Xxxxx Act and the applicable rules and regulations of the SEC promulgated thereunder. None of the Company Subsidiaries is required to file any forms, reports or other documents with the SEC. All of the audited consolidated financial statements and unaudited consolidated interim financial statements of the Company and the consolidated Company Subsidiaries included in or incorporated by reference into the Company SEC Documents, including the related notes and schedules (collectively, the “Company Financial Statements”) ), (A) have been prepared in all material respects 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 interim financial statements, for normal and recurring year-end adjustments), (B) comply as to form in all material respects with the applicable accounting requirements and the published rules and regulations of the SEC with respect thereto and (BC) fairly present in all material respects the consolidated financial position and the consolidated results of operations, cash flows and changes in stockholders’ equity of the Company and the consolidated Company Subsidiaries as of the dates and for the periods referred to therein (except as may be indicated in the notes thereto or, in the case of interim financial statements, for normal and recurring year-end adjustments). Since January 1, 2021, the Company has not made any change in the accounting practices or policies applied in the preparation of its financial statements, except as required by GAAP, SEC rule or policy or applicable Law. (b) Neither the Company nor any No member of the Company Subsidiaries Group is a party to, nor or has any commitment to become a party to, any joint venture, off-balance sheet partnership or similar Contract (including any Contract or arrangement relating to any transaction or relationship between or among the Company, 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 promulgated by the SEC), where the result, purpose or intended effect of such Contract is to avoid disclosure of any material transaction involving, or material liabilities of, any member of the Company Group in its the Company’s published financial statements or other Company SEC Documents. (c) Without limiting the generality of Section 4.7(a3.7(a), since May 31, 2010, (i) Deloitte Ernst & Touche Young LLP and KPMG LLP have has not resigned or been dismissed as independent public accountants of the Company as a result of or in connection with any disagreement with the Company on a matter of accounting principles or practices, financial statement disclosure or auditing scope or procedure, (ii) since January 1, 2020, neither the Company Group nor, to the knowledge of the Company, any Company Representative has formally received any material written complaint, allegation, assertion or claim regarding the accounting or auditing practices, procedures, methodologies or methods of the Company Group or their respective internal accounting controls, including any material complaint, allegation, assertion or claim that a member of Company Group has engaged in questionable accounting or auditing practices, (iii) no executive officer of the Company 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 the Company with the SEC since the enactment of the Xxxxxxxx-Xxxxx Act, and neither the Company nor any of its executive officers has received notice from any Governmental Entity challenging or questioning the accuracy, completeness or manner of the filing of the certification required by the Xxxxxxxx-Xxxxx Act and made by the Company’s principal executive officer and principal financial officer and (iiiiv) no enforcement action has been initiated or, to the knowledge of the Company, threatened against the Company by the SEC relating to disclosures contained in any Company SEC Document. (d) Except As of the date of this Agreement, there are no unresolved comments (as permitted by such term is used under Item 1B of Form 10-K) received from the Exchange ActSEC staff relating to the Company SEC Documents. To the knowledge of the Company, including Sections 13(k)(2) none of the Company SEC Documents is subject to ongoing SEC review or investigation. The Company has made available, to the extent not available on XXXXX, to Parent true, correct and (3) or rules complete copies of all written correspondence between the SEC, since on the enactment of the Xxxxxxxx-Xxxxx Actone hand, neither and the Company nor any of its affiliates has madeGroup, arranged or modified (in any material way) any extensions of credit in on the form of a personal loan to any executive officer or director of the Companyother hand, occurring since January 1, 2020.

SEC Filings; Financial Statements. (a) Since May 31, 2010, the The Company has timely filed or otherwise furnished made available (as applicableand with respect to future filings, will make available) via EXXXX to Parent accurate and complete copies of all registration statements, prospectuses, formsproxy statements and other statements, reports, certificationsschedules, statements forms and other documents required to be filed or furnished by it under the Securities Act or the Exchange Act, as the case may be, together with all certifications required pursuant to the Xxxxxxxx-Xxxxx Act of 2002 (the “Xxxxxxxx-Xxxxx Act”) (such documents and any other documents filed by the Company or any Company Subsidiary with the SECSEC since January 1, as have been supplemented1999, modified or amended since the time of filing, collectively, and all amendments thereto (the “Company SEC Documents”). All statements, reports, schedules, forms and other documents required to have been filed by the Company with the SEC since January 1, 1999 have been so filed on a timely basis. None of the Company’s Subsidiaries is required to file any documents with the SEC. As of their respective effective dates the time it was filed with the SEC (in or, if amended or superseded by a filing prior to the case date of this Agreement, on the date of such filing): (i) each of the Company SEC Documents that are registration statements filed pursuant to complied in all material respects with the applicable requirements of the Securities Act) and Act or the Exchange Act (as of their respective SEC filing dates (in the case may be); and (ii) none of all other Company SEC Documents), or in each case, if amended prior to the date hereof, as of the date of the last such amendment, the Company SEC Documents (i) did not contain contained any untrue statement of a material fact or omit omitted to state a material fact required to be stated therein or necessary in order to make the statements made therein, in the light of the circumstances under which they were made, not misleading and misleading. (iib) The financial statements (including any related notes) contained in the Company SEC Documents: (i) complied as to form 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 the applicable published rules and regulations of the SEC thereunder. None of the Company Subsidiaries is required to file any forms, reports or other documents with the SEC. All of the audited consolidated financial statements and unaudited consolidated interim financial statements of the Company and the consolidated Company Subsidiaries included in the Company SEC Documents, including the related notes and schedules applicable thereto; (collectively, the “Company Financial Statements”ii) (A) have been were prepared in accordance with GAAP generally accepted accounting principles applied on a consistent basis during throughout the periods involved covered (except as may be indicated in the notes thereto to such financial statements or, in the case of interim financial unaudited statements, for as permitted by Form 10-Q of the SEC, and except that the unaudited financial statements may not contain footnotes and are subject to normal and recurring year-end adjustments) adjustments that will not, individually or in the aggregate, be material in amount), and (Biii) fairly present in all material respects the consolidated financial position of the Company and its consolidated Subsidiaries as of the respective dates thereof and the consolidated results of operations, operations and cash flows and changes in stockholders’ equity of the Company and the its consolidated Company Subsidiaries as of the dates and for the periods referred to therein (except as may be indicated in the notes thereto or, in the case of interim financial statements, for normal and recurring year-end adjustments)then ended. (bc) Neither Prior to the Offer Closing Date, the Company nor any of will have in place the Company Subsidiaries is a party to, nor has any commitment to become a party to, any joint venture, off-balance sheet partnership or similar Contract (including any Contract or arrangement relating to any transaction or relationship between or among the Company, on the one hand, “disclosure controls 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 arrangementsprocedures” (as defined in Item 303(aRules 13a-14(c) and 15d-14(c) of Regulation S-K promulgated the Exchange Act) required in order for the Chief Executive Officer and Chief Financial Officer of the Company to engage in the review and evaluation process mandated by the SEC), where the result, purpose or intended effect of such Contract is Exchange Act. The Company’s “disclosure controls and procedures” are reasonably designed to avoid disclosure of any material transaction involving, or material liabilities of, ensure that all information (both financial and non-financial) required to be disclosed by the Company in its published financial statements the reports that it files or other Company SEC Documents. (c) Without limiting submits under the generality Exchange Act is recorded, processed, summarized and reported within the time periods specified in the rules and forms of Section 4.7(a)the SEC, since May 31, 2010, (i) Deloitte & Touche LLP and KPMG LLP have not resigned or been dismissed that all such information is accumulated and communicated to the Company’s management as independent public accountants appropriate to allow timely decisions regarding required disclosure and to make the certifications of the Chief Executive Officer and Chief Financial Officer of the Company as a result of or in connection with any disagreement with required under the Company on a matter of accounting principles or practices, financial statement disclosure or auditing scope or procedure, (ii) no executive officer of the Company 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 Exchange Act with respect to any form, report or schedule filed by the Company with the SEC since the enactment of the Xxxxxxxx-Xxxxx Act, and neither the Company nor any of its executive officers has received notice from any Governmental Entity challenging or questioning the accuracy, completeness or manner of the filing of the certification required by the Xxxxxxxx-Xxxxx Act and made by the Company’s principal executive officer and principal financial officer and (iii) no enforcement action has been initiated or, to the knowledge of the Company, threatened against the Company by the SEC relating to disclosures contained in any Company SEC Documentsuch reports. (d) Except as permitted by the Exchange Act, including Sections 13(k)(2) and (3) or rules of the SEC, since the enactment of the Xxxxxxxx-Xxxxx Act, neither the Company nor any of its affiliates has made, arranged or modified (in any material way) any extensions of credit in the form of a personal loan to any executive officer or director of the Company.

SEC Filings; Financial Statements. (a) Since May 31, 2010, the Company Acquiror has timely filed or otherwise furnished (as applicable) all registration statements, prospectuses, forms, reports, certifications, statements and other documents required to be filed or furnished by it under with the Securities Act or SEC since June 2, 1998, and has heretofore delivered to the Exchange ActCompany, as in the case may beform filed with the SEC since such date, together with any amendments thereto, all certifications required pursuant of its and their (i) Annual Reports on Form 10-K, (ii) Quarterly Reports on Form 10-Q, (iii) proxy statements relating to the Xxxxxxxxmeetings of stockholders (whether annual or special), (iv) reports on Form 8-Xxxxx Act of 2002 K and (the “Xxxxxxxx-Xxxxx Act”v) (such documents and any other documents reports or registration statements filed by the Company or any Company Subsidiary with the SEC, as have been supplemented, modified or amended since the time of filing, Acquiror and such Acquiror Subsidiaries (collectively, the “Company "Acquiror SEC Documents”Reports"). As of their respective effective dates filing dates, the Acquiror SEC Reports (i) complied as to form in the case of the Company SEC Documents that are registration statements filed pursuant to all material respects with the requirements of the Exchange Act and the Securities Act) and as of their respective SEC filing dates (in the case of all other Company SEC Documents), or in each case, if amended prior to the date hereof, as of the date of the last such amendmentapplicable, the Company SEC Documents and (iii) did not at the time they were filed 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 misleading. (b) The audited consolidated financial statements and (ii) unaudited interim financial statements of Acquiror included in the Acquiror SEC Reports complied in all material respects with applicable accounting requirements and with the applicable requirements of the Exchange Act or the Securities Act, as the case may be, the Xxxxxxxx-Xxxxx Act and the applicable published rules and regulations of the SEC thereunderwith respect thereto. None of The financial statements, including all related notes and schedules, contained in the Company Subsidiaries is required to file any forms, reports Acquiror SEC Reports (or other documents with incorporated by reference therein) present fairly in all material respects the SEC. All of the audited consolidated financial statements position of Acquiror and unaudited consolidated interim financial statements of the Company Acquiror Subsidiaries as at the respective dates thereof and the consolidated Company results of operations and cash flows of Acquiror and the Acquiror Subsidiaries included in for the Company SEC Documentsperiods indicated, including the related notes and schedules (collectively, the “Company Financial Statements”) (A) have been prepared in accordance with GAAP applied on a consistent basis during throughout the periods involved (except as may be indicated in the notes thereto or, noted therein) and subject in the case of interim financial statements, for statements to normal and recurring year-end adjustments) and (B) fairly present in all material respects the consolidated financial position and the consolidated results of operations, cash flows and changes in stockholders’ equity of the Company and the consolidated Company Subsidiaries as of the dates and for the periods referred to therein (except as may be indicated in the notes thereto or, in the case of interim financial statements, for normal and recurring year-end adjustments). (b) Neither the Company nor any of the Company Subsidiaries is a party to, nor has any commitment to become a party to, any joint venture, off-balance sheet partnership or similar Contract (including any Contract or arrangement relating to any transaction or relationship between or among the Company, 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 promulgated by the SEC), where the result, purpose or intended effect of such Contract is to avoid disclosure of any material transaction involving, or material liabilities of, the Company in its published financial statements or other Company SEC Documents. (c) Without limiting the generality of Section 4.7(a), since May 31, 2010, (i) Deloitte & Touche LLP and KPMG LLP have not resigned or been dismissed as independent public accountants of the Company as a result of or in connection with any disagreement with the Company on a matter of accounting principles or practices, financial statement disclosure or auditing scope or procedure, (ii) no executive officer of the Company 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 the Company with the SEC since the enactment of the Xxxxxxxx-Xxxxx Act, and neither the Company nor any of its executive officers has received notice from any Governmental Entity challenging or questioning the accuracy, completeness or manner of the filing of the certification required by the Xxxxxxxx-Xxxxx Act and made by the Company’s principal executive officer and principal financial officer and (iii) no enforcement action has been initiated or, to the knowledge of the Company, threatened against the Company by the SEC relating to disclosures contained in any Company SEC Document. (d) Except as permitted by the Exchange Act, including Sections 13(k)(2) and (3) or rules of the SEC, since the enactment of the Xxxxxxxx-Xxxxx Act, neither the Company nor any of its affiliates has made, arranged or modified (in any material way) any extensions of credit in the form of a personal loan to any executive officer or director of the Company.

SEC Filings; Financial Statements. (a) Since May 31, 2010, the The Company has timely filed or otherwise furnished (as applicable) made available to Parent all registration statements, prospectuses, formsproxy statements and other statements, reports, certificationsschedules, statements forms and other documents filed by the Company with the SEC since the date of the Company's incorporation (the "Company SEC Documents"). All statements, reports, schedules, forms and other documents required to be have been filed by the Company with the SEC since December 31, 1998 have been so filed. As of their respective dates (or, if amended or furnished superseded by it under a filing prior to the date of this Agreement, then on the date of such amendment or superseding filing): (i) each of the Company SEC Documents complied in all material respects with the applicable requirements of the Securities Act or the Exchange Act, Act (as the case may be, together with all certifications required pursuant to the Xxxxxxxx-Xxxxx Act of 2002 ); and (the “Xxxxxxxx-Xxxxx Act”ii) (such documents and any other documents filed by the Company or any Company Subsidiary with the SEC, as have been supplemented, modified or amended since the time of filing, collectively, the “Company SEC Documents”). As of their respective effective dates (in the case none of the Company SEC Documents that are registration statements filed pursuant to the requirements of the Securities Act) and as of their respective SEC filing dates (in the case of all other Company SEC Documents), or in each case, if amended prior to the date hereof, as of the date of the last such amendment, the Company SEC Documents (i) did not contain contained any untrue statement of a material fact or omit omitted to state a material fact required to be stated therein or necessary in order to make the statements made therein, in the light of the circumstances under which they were made, not misleading and misleading. (iib) The financial statements (including any related notes) contained in the Company SEC Documents (the "Company Financial Statements"): (i) complied as to form in all material respects with the applicable requirements of the Exchange Act or the Securities Act, as the case may be, the Xxxxxxxx-Xxxxx Act and the applicable published rules and regulations of the SEC thereunder. None of the Company Subsidiaries is required to file any forms, reports or other documents with the SEC. All of the audited consolidated financial statements and unaudited consolidated interim financial statements of the Company and the consolidated Company Subsidiaries included in the Company SEC Documents, including the related notes and schedules applicable thereto; (collectively, the “Company Financial Statements”ii) (A) have been were prepared in accordance with GAAP generally accepted accounting principles applied on a consistent basis during throughout the periods involved covered (except as may be indicated in the notes thereto to such financial statements or, in the case of interim financial unaudited statements, for as permitted by Form 10-Q of the SEC, and except that the unaudited financial statements may not have contained footnotes and were subject to normal and recurring year-end adjustments) adjustments which were not, or are not reasonably expected to be, individually or in the aggregate, material in amount), and (Biii) fairly present presented in all material respects the consolidated financial position of the Company and its consolidated subsidiaries as of the respective dates thereof and the consolidated results of operations, operations and cash flows and changes in stockholders’ equity of the Company and the its consolidated Company Subsidiaries as of the dates and subsidiaries for the periods referred to therein (except as may be indicated in the notes thereto orcovered thereby. For purposes of this Agreement, in the case of interim financial statements, for normal and recurring year-end adjustments). (b) Neither the "Company nor any Balance Sheet" means that consolidated balance sheet of the Company Subsidiaries is a party toand its consolidated subsidiaries as of September 30, nor has any commitment to become a party to, any joint venture, off-balance sheet partnership or similar Contract (including any Contract or arrangement relating to any transaction or relationship between or among 2000 set forth in the Company, 's Quarterly Report 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 “offForm 10-balance sheet arrangements” (as defined in Item 303(a) of Regulation S-K promulgated by the SEC), where the result, purpose or intended effect of such Contract is to avoid disclosure of any material transaction involving, or material liabilities of, the Company in its published financial statements or other Company SEC Documents. (c) Without limiting the generality of Section 4.7(a), since May 31, 2010, (i) Deloitte & Touche LLP and KPMG LLP have not resigned or been dismissed as independent public accountants of the Company as a result of or in connection with any disagreement with the Company on a matter of accounting principles or practices, financial statement disclosure or auditing scope or procedure, (ii) no executive officer of the Company 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 Q filed by the Company with the SEC since and the enactment of the Xxxxxxxx-Xxxxx Act"Company Balance Sheet Date" means September 30, and neither the Company nor any of its executive officers has received notice from any Governmental Entity challenging or questioning the accuracy, completeness or manner of the filing of the certification required by the Xxxxxxxx-Xxxxx Act and made by the Company’s principal executive officer and principal financial officer and (iii) no enforcement action has been initiated or, to the knowledge of the Company, threatened against the Company by the SEC relating to disclosures contained in any Company SEC Document2000. (d) Except as permitted by the Exchange Act, including Sections 13(k)(2) and (3) or rules of the SEC, since the enactment of the Xxxxxxxx-Xxxxx Act, neither the Company nor any of its affiliates has made, arranged or modified (in any material way) any extensions of credit in the form of a personal loan to any executive officer or director of the Company.

SEC Filings; Financial Statements. (a) Since May 31, 2010, the The Company has timely filed or otherwise furnished (as applicable) all registration statements, prospectuses, forms, reports, certifications, statements reports and other documents required to be filed or furnished by it under with the Securities Act or the Exchange ActSEC since January 1, 1997 (as the case may be, together with all certifications required pursuant to the Xxxxxxxx-Xxxxx Act of 2002 (the “Xxxxxxxx-Xxxxx Act”) (such documents and any other documents filed by the Company or any Company Subsidiary with the SEC, as have been supplemented, modified or amended since the time of their filing, collectively, the “Company "SEC Documents”Reports"). As of their respective effective dates (in the case of the Company SEC Documents that are registration statements filed pursuant to the requirements of the Securities Act) and as of their respective SEC filing dates (in the case of all other Company SEC Documents)dates, or in each caseor, if amended prior to the date hereofamended, as of the date of the last such amendment, the Company SEC Documents Reports, including without limitation, any financial statements or schedules included therein (i) complied in all material respects with the applicable requirements of the Exchange Act and the Securities Act of 1933, as amended (the "Securities Act"), as the case may be, and the applicable rules and regulations of the SEC promulgated 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 misleading. The Company has heretofore furnished or made available to the Purchaser a complete and correct copy of any amendments or modifications which have not yet been filed with the SEC to executed agreements, documents or other instruments which previously had been filed by the Company with the SEC pursuant to the Securities Act or the Exchange Act. (iib) complied The consolidated financial statements of the Company contained in the SEC Reports (the "Financial Statements") have been prepared from, and are in accordance with the books and records of the Company, comply in all material respects with applicable accounting requirements and with the applicable requirements of the Exchange Act or the Securities Act, as the case may be, the Xxxxxxxx-Xxxxx Act and the applicable published rules and regulations of the SEC thereunder. None of the Company Subsidiaries is required to file any formswith respect thereto, reports or other documents with the SEC. All of the audited consolidated financial statements and unaudited consolidated interim financial statements of the Company and the consolidated Company Subsidiaries included in the Company SEC Documents, including the related notes and schedules (collectively, the “Company Financial Statements”) (A) have been prepared in accordance with GAAP United States generally accepted accounting principles ("GAAP") applied on a consistent basis during throughout the periods involved (except as may be indicated in the notes thereto orthereto) and fairly presented the consolidated financial position of the Company and the consolidated results of operation, cash flows and changes in financial position of the case Company as of and for the periods indicated, except that the unaudited interim financial statements, for statements were or are subject to normal and recurring year-end adjustments) and (B) fairly present in all material respects the consolidated financial position and the consolidated results of operations, cash flows and changes in stockholders’ equity of the Company and the consolidated Company Subsidiaries as of the dates and for the periods referred to therein (except as may be indicated in the notes thereto or, in the case of interim financial statements, for normal and recurring year-end adjustments). (b) Neither the Company nor any of the Company Subsidiaries is a party to, nor has any commitment to become a party to, any joint venture, off-balance sheet partnership or similar Contract (including any Contract or arrangement relating to any transaction or relationship between or among the Company, 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 promulgated by the SEC), where the result, purpose or intended effect of such Contract is to avoid disclosure of any material transaction involving, or material liabilities of, the Company in its published financial statements or other Company SEC Documents. (c) Without limiting the generality of Section 4.7(a), since May 31, 2010, (i) Deloitte & Touche LLP and KPMG LLP have not resigned or been dismissed as independent public accountants of the Company as a result of or in connection with any disagreement with the Company on a matter of accounting principles or practices, financial statement disclosure or auditing scope or procedure, (ii) no executive officer of the Company 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 the Company with the SEC since the enactment of the Xxxxxxxx-Xxxxx Act, and neither the Company nor any of its executive officers has received notice from any Governmental Entity challenging or questioning the accuracy, completeness or manner of the filing of the certification required by the Xxxxxxxx-Xxxxx Act and made by the Company’s principal executive officer and principal financial officer and (iii) no enforcement action has been initiated or, to the knowledge of the Company, threatened against the Company by the SEC relating to disclosures contained in any Company SEC Document. (d) Except as permitted by the Exchange Act, including Sections 13(k)(2) and (3) or rules of the SEC, since the enactment of the Xxxxxxxx-Xxxxx Act, neither the Company nor any of its affiliates has made, arranged or modified (in any material way) any extensions of credit in the form of a personal loan to any executive officer or director of the Company.

SEC Filings; Financial Statements. (a) Since May 31January 1, 20102008, the Company has timely filed or otherwise furnished (as applicable) all registration statements, prospectuses, forms, reports, certifications, statements and other documents (including all exhibits, amendments and supplements thereto) required to be filed or furnished by it under the Securities Act or the Exchange Act, as the case may be, together with all certifications required pursuant to the Xxxxxxxx-Xxxxx Act of 2002 (the “Xxxxxxxx-Xxxxx Act”) (such documents and any other documents filed by the Company or any Company Subsidiary with the SEC, as have been supplemented, modified or amended since the time of filing, collectively, the “Company SEC Documents”). As of their respective effective dates (in the case of the Company SEC Documents that are registration statements filed pursuant to the requirements of the Securities Act) and as of their respective SEC filing dates (in the case of all other Company SEC Documents), or in each case, if amended prior to the date hereof, as of the date of the last such amendment, the Company SEC Documents (i) 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 light of the circumstances under which they were made, not misleading and (ii) complied in all material respects with the applicable requirements of the Exchange Act or the Securities Act, as the case may be, the Xxxxxxxx-Xxxxx Act and the applicable rules and regulations of the SEC thereunder. None of the Company Subsidiaries is currently required to file any forms, reports or other documents with the SEC. All of the audited consolidated financial statements and unaudited consolidated interim financial statements of the Company and the consolidated Company Subsidiaries included in the Company SEC Documents, including the related notes and schedules Documents (collectively, the “Company Financial Statements”) (A) complied as to form in all material respects with the published rules and regulations of the SEC applicable thereto, (B) have been prepared in a manner consistent with the books and records of the Company and the Company Subsidiaries, (C) have been 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 interim financial statements, for normal and recurring year-end adjustmentsadjustments 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 none of which adjustments is material to the Company) and (BD) fairly present in all material respects the consolidated financial position and the consolidated results of operations, cash flows and changes in stockholders’ equity of the Company and the consolidated Company Subsidiaries as of the dates and for the periods referred to therein (except as may be indicated in the notes thereto or, in the case of interim financial statements, for normal and recurring year-end adjustments). (b) Neither Each Company Option granted under the Company nor Stock Option Plans was granted with a per Share exercise price no less than the fair market value per Share on the grant date of such Company Option, and no such grant involved any “back-dating,” “forward-dating” or similar practice with respect to the effective date of such grant; except as would not, individually or in the aggregate, reasonably be expected to have a Company Material Adverse Effect, each such option (i) was granted in compliance with applicable Law and with the applicable Company Stock Option Plan, (ii) was duly approved by the Company Subsidiaries is Board (or a party to, nor duly authorized committee thereof) and (iii) has any commitment to become a party to, any joint venture, off-balance sheet partnership or similar Contract (including any Contract or arrangement relating to any transaction or relationship between or among the Company, 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 been properly accounted for in Item 303(a) of Regulation S-K promulgated by the SEC), where the result, purpose or intended effect of such Contract is to avoid disclosure of any material transaction involving, or material liabilities of, the Company Financial Statements in its published financial statements or other accordance with GAAP and disclosed in the Company SEC Documents. (c) Without limiting the generality of Section 4.7(a3.7(a), since May 31, 2010, (i) Deloitte & Touche PricewaterhouseCoopers LLP and KPMG LLP have has not resigned or been dismissed as independent public accountants accountant of the Company as a result of or in connection with any disagreement with the Company on a matter of accounting principles or practices, financial statement disclosure or auditing scope or procedure, (ii) no executive officer of the Company has failed in any respect to make, without qualification, and the Company has not failed to timely furnish to the SEC, the certifications required of him such executive officers under Rule 13a-14 or her 15d-14 under Section the Exchange Act and under Sections 302 or 906 of the Xxxxxxxx-Xxxxx Act with respect to any form, report or schedule filed by the Company with the SEC since the enactment of the Xxxxxxxx-Xxxxx Act, and neither the Company nor any of its executive officers has received notice from any Governmental Entity challenging or questioning the accuracy, completeness or manner of the filing of the certification required by the Xxxxxxxx-Xxxxx Act and made by the Company’s principal executive officer and principal financial officer and (iii) no enforcement action has been initiated or, to the knowledge Knowledge of the Company, threatened against the Company by the SEC relating to disclosures contained in any Company SEC Document. (d) Except as permitted by As of the Exchange Actdate of this Agreement, including Sections 13(k)(2) there are no outstanding or unresolved comments in any comment letters received from the SEC staff with respect to the Company SEC Documents. The Company has made available to Parent true, correct and (3) or rules complete copies of all written correspondence between the SEC, since on the enactment of the Xxxxxxxx-Xxxxx Actone hand, neither and the Company nor and any of its affiliates has madeCompany Subsidiaries, arranged or modified (in any material way) any extensions of credit in on the form of a personal loan to any executive officer or director of the Companyother hand, occurring since January 1, 2008.

SEC Filings; Financial Statements. (a) Since May 31, 2010, the The Company has timely filed or otherwise furnished (as applicable) all registration statements, prospectuses, forms, reports, certificationsschedules, statements certifications and other documents required to be filed by the Company with the SEC since January 1, 2010. All such registration statements, prospectuses, forms, reports, schedules, certifications and other documents (including exhibits and all other information incorporated by reference) are referred to herein as the “Company SEC Documents”. As of their respective filing dates (after giving effect to any amendments or furnished by it under supplements thereto), the Securities Company SEC Documents were prepared in all material respects in accordance with and complied as to form in all material respects with the applicable requirements of the 1933 Act or the Exchange 1934 Act, as the case may be, together with all certifications required pursuant and the published rules and regulations of the SEC promulgated thereunder applicable to such Company SEC Documents. Except to the Xxxxxxxx-Xxxxx Act of 2002 (the “Xxxxxxxx-Xxxxx Act”) (such documents and any other documents filed by the Company or extent that information contained in any Company Subsidiary with the SECSEC Document has been revised, as have been supplementedamended, modified or amended since superseded (prior to the time date of filing, collectively, the “this Agreement) by a later filed Company SEC Documents”). As of their respective effective dates (in the case Document, none of the Company SEC Documents that are registration statements when filed pursuant to the requirements of the Securities Act) and as of their respective SEC filing dates (in the case of all other Company SEC Documents), or in each case, if amended prior to the date hereof, as of the date of the last such amendment, the Company SEC Documents (i) did not contain furnished contained any untrue statement of a material fact or omit omitted to state a material fact required to be stated therein or necessary in order to make the statements made therein, in light of the circumstances under which they were made, not misleading and in any material respect. None of the Subsidiaries of the Company is subject to the periodic reporting requirements of the 1934 Act or required to file any form, report or other document with the SEC or the Nasdaq Global Market. To the knowledge of the Company, there are no unresolved comments received from the SEC staff with respect to the Company SEC Documents on or prior to the date hereof. To the knowledge of the Company, none of the Company SEC Documents filed on or prior to the date hereof is subject to ongoing SEC review or investigation. (iib) Each of the consolidated financial statements (including the related notes) of the Company included in the Company SEC Documents complied at the time it was filed (after giving effect to any amendments or supplements thereto filed before the date of this Agreement) as to form 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 the applicable published rules and regulations of the SEC thereunder. None with respect thereto in effect at the time of the Company Subsidiaries is required to file any formssuch filing, reports or other documents with the SEC. All of the audited consolidated financial statements and unaudited consolidated interim financial statements of the Company and the consolidated Company Subsidiaries included in the Company SEC Documents, including the related notes and schedules (collectively, the “Company Financial Statements”) (A) have been was prepared in accordance with GAAP generally accepted accounting principles in the United States (“GAAP”) applied on a consistent basis during the periods involved covered (except as may be indicated in the notes thereto to such financial statements or, in the case of interim unaudited financial statements, for normal as permitted by the rules and recurring regulations of the SEC, and except that the unaudited financial statements may not contain all of the footnotes required in annual audited financial statements and are subject to year-end adjustments) ); and (B) fairly present presented in all material respects the consolidated financial position of the Company and its Subsidiaries as of the respective dates thereof and the consolidated results of operations, its operations and cash flows and changes in stockholders’ equity of the Company and the consolidated Company its Subsidiaries as of the dates and for the respective periods referred to therein then ended (except as may be indicated in the notes thereto orsubject, in the case of interim financial unaudited statements, for to normal and recurring year-end adjustments). (bc) The Company and the Subsidiaries of the Company have devised and maintain a system of internal accounting controls sufficient to provide reasonable assurance that (i) the financial reporting is reliable and the preparation of financial statements for external purposes is in accordance with GAAP, (ii) transactions are executed in accordance with management’s general or specific authorizations, (iii) access to assets is permitted only in accordance with management’s general or specific authorization and (iv) the recorded accountability for assets is compared with the existing assets at reasonable intervals and appropriate action is taken with respect to any differences. The Company and the Subsidiaries of the Company maintain disclosure controls and procedures required by Rule 13a-15 or 15d-15 under the 1934 Act. Such disclosure controls and procedures are designed to reasonably ensure that all material information concerning the Company is made known on a timely basis to the individuals responsible for the preparation of the Company SEC Documents. Since the date of the filing of the Company’s most recent annual report on Form 10-K, prior to the date of this Agreement, the Company has disclosed to its outside auditors and the audit committee of the Board of Directors, and has listed in Section 4.08(e) of the Company Disclosure Schedule, (i) any significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which adversely affect the Company’s ability to record, process, summarize and report financial information, or (ii) 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 and the Company has provided the Parent copies of documentation related to such disclosure contemplated in (i) or (ii). Any material change in internal control over financial reporting and any significant deficiency or material weakness in the design or operation of internal control over financial reporting required to be disclosed in any Company SEC Document has been so disclosed and each material weakness previously so disclosed has been remediated. (d) Neither the Company nor any Subsidiary of the Company Subsidiaries is a party to, nor or has any commitment to become a party to, any joint venture, off-balance sheet partnership or any similar Contract contract (including any Contract contract or arrangement relating to any transaction or relationship between or among the Company and any Subsidiary of the Company, on the one hand, and any unconsolidated affiliateAffiliate, 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 promulgated by of the SEC1933 Act), where the result, purpose or intended effect of such Contract contract is to avoid disclosure of any material transaction involving, or material liabilities of, the Company or any Subsidiary of the Company in its the Company’s or the Subsidiaries’ published financial statements or other any Company SEC Documents. (c) Without limiting the generality of Section 4.7(a), since May 31, 2010, (i) Deloitte & Touche LLP and KPMG LLP have not resigned or been dismissed as independent public accountants of the Company as a result of or in connection with any disagreement with the Company on a matter of accounting principles or practices, financial statement disclosure or auditing scope or procedure, (ii) no executive officer of the Company 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 the Company with the SEC since the enactment of the Xxxxxxxx-Xxxxx Act, and neither the Company nor any of its executive officers has received notice from any Governmental Entity challenging or questioning the accuracy, completeness or manner of the filing of the certification required by the Xxxxxxxx-Xxxxx Act and made by the Company’s principal executive officer and principal financial officer and (iii) no enforcement action has been initiated or, to the knowledge of the Company, threatened against the Company by the SEC relating to disclosures contained in any Company SEC Document. (d) Except as permitted by the Exchange Act, including Sections 13(k)(2) and (3) or rules of the SEC, since the enactment of the Xxxxxxxx-Xxxxx Act, neither the Company nor any of its affiliates has made, arranged or modified (in any material way) any extensions of credit in the form of a personal loan to any executive officer or director of the Company.

SEC Filings; Financial Statements. (a) Since May 31, 2010, the The Company has timely filed or otherwise furnished (as applicable) all registration statements, prospectuses, forms, reports, certifications, statements reports and other documents required to be filed or furnished by it under with the SEC since December 31, 1998, and has heretofore made available to Parent, in the form filed with the SEC and as amended prior to the date hereof: (i) its Annual Reports on Form 10-K for the fiscal years ended December 31, 2001 and 2002; (ii) all proxy statements relating to the Company's meetings of stockholders (whether annual or special) held since January 1, 2002; (iii) all other forms, reports and other registration statements filed by the Company with the SEC since January 1, 2003 through the date hereof (the forms, reports and other documents referred to in clauses (i), (ii) and (iii) above being referred to herein, collectively, as the "Company SEC Reports"); and (iv) complete (i.e., unredacted) copies of each exhibit to the Company SEC Reports filed with the SEC. The Company SEC Reports: (x) were prepared in accordance with the requirements of the Securities Act or of 1933, as amended (the "Securities Act"), and the Exchange Act, as the case may be, together with all certifications required pursuant to and the rules and regulations thereunder, including, without limitation, such requirements resulting from the Xxxxxxxx-Xxxxx Act of 2002 (the “Xxxxxxxx-Xxxxx Act”) (such documents and any other documents filed by the Company or any Company Subsidiary with the SEC2002, as have been supplemented, modified or amended since the time of filing, collectively, the “Company SEC Documents”). As of their respective effective dates (in the case of the Company SEC Documents that are registration statements filed pursuant to the requirements of the Securities Act) and as of their respective SEC filing dates extent applicable thereto; (in the case of all other Company SEC Documents), or in each case, if amended prior to the date hereof, as of the date of the last such amendment, the Company SEC Documents (iy) did not at the time they were filed 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 misleading; and (iiz) complied in all material respects with did not at the applicable requirements of the Exchange Act or the Securities Act, time they were filed omit any documents required to be filed as the case may be, the Xxxxxxxx-Xxxxx Act and the applicable rules and regulations of the SEC thereunderexhibits thereto. None of the Company Subsidiaries No Subsidiary is required to file any formsform, reports report or other documents document with the SEC. All . (b) Each of the audited consolidated financial statements and unaudited consolidated interim financial statements of the Company and the consolidated Company Subsidiaries included (including, in each case, any notes thereto) contained in the Company SEC Documents, including the related notes and schedules (collectively, the “Company Financial Statements”) (A) have been Reports was prepared in accordance with GAAP U.S. generally accepted accounting principles applied on a consistent basis during throughout the periods involved indicated (except as may be indicated in the notes thereto orthereto), and each fairly presents the consolidated financial position, results of operations and cash flows of the Company and the consolidated Subsidiaries as at the respective dates thereof and for the respective periods indicated therein in accordance with U.S. generally accepted accounting principles (subject, in the case of interim financial unaudited statements, for to normal and recurring year-end adjustmentsadjustments which were not material in amount). (c) Except as and (B) fairly present in all material respects to the extent set forth on the consolidated financial position and the consolidated results of operations, cash flows and changes in stockholders’ equity balance sheet of the Company and the consolidated Company Subsidiaries as of the dates and for the periods referred to therein (except as may be indicated in at December 31, 2002, including the notes thereto or, in (the case of interim financial statements, for normal and recurring year-end adjustments"Company 2002 Balance Sheet"). (b) Neither the Company nor any of the Company Subsidiaries is a party to, nor has any commitment to become a party to, any joint venture, off-balance sheet partnership or similar Contract (including any Contract or arrangement relating to any transaction or relationship between or among the Company, 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 promulgated by the SEC), where the result, purpose or intended effect of such Contract is to avoid disclosure of any material transaction involving, or material liabilities of, the Company in its published financial statements or other Company SEC Documents. (c) Without limiting the generality of Section 4.7(a), since May 31, 2010, (i) Deloitte & Touche LLP and KPMG LLP have not resigned or been dismissed as independent public accountants of the Company as a result of or in connection with any disagreement with the Company on a matter of accounting principles or practices, financial statement disclosure or auditing scope or procedure, (ii) no executive officer of the Company 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 the Company with the SEC since the enactment of the Xxxxxxxx-Xxxxx Act, and neither the Company nor any of its executive officers has received notice from any Governmental Entity challenging or questioning the accuracy, completeness or manner of the filing of the certification required by the Xxxxxxxx-Xxxxx Act and made by the Company’s principal executive officer and principal financial officer and (iii) no enforcement action has been initiated or, to the knowledge of the Company, threatened against the Company by the SEC relating to disclosures contained in any Company SEC Document. (d) Except as permitted by the Exchange Act, including Sections 13(k)(2) and (3) or rules of the SEC, since the enactment of the Xxxxxxxx-Xxxxx Act, 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 since December 31, 2002 which would not, individually or in the aggregate, have a Company Material Adverse Effect; or (ii) incurred pursuant to this Agreement. There are no Special Purpose Entities (as defined below) owned directly or indirectly, in whole or in part, by the Company or any of its affiliates has madeor in or with respect to which the Company or any of its affiliates have a direct or indirect business relationship or interest of any kind, arranged in whole or modified (in part, including any material way) equity interest, any extensions leasing relationship, any loan or other financing relationship, any other contractual relationship or any other economic interest, relationship or arrangement of credit in any kind, where such relationship or interest is directly or indirectly related to, or part of, the form of a personal loan to any executive officer business or director the assets owned by or the liabilities of the Company. There are no guarantees by the Company, its Subsidiaries or other affiliates of the liabilities of or with respect to any Special Purpose Entities. "Special Purpose Entities" has the meaning given to that term under U.S. accounting rules governing consolidation, including proposed rules and interpretations of the Financial Accounting Standards Board, such as those contained in guidance (as proposed or as finally adopted) interpreting Statement of Financial Accounting Standard 94, Consolidation of all Majority-Owned Subsidiaries and Accounting Research Bulletin No. 51, Consolidated Financial Statements.

SEC Filings; Financial Statements. (a) Since May Lancit has furnished to the Company true and complete copies of (i) its annual reports on Form 10-K, as amended, for each of the three fiscal years ended June 30, 1995, 1996 and 1997 as filed with the Securities and Exchange Commission (the "SEC") and annual reports to shareholders for each of the two fiscal years ended June 30, 1995 and 1996, (ii) its quarterly reports on Form 10-Q for the fiscal quarters ended September 30, 1997 and December 31, 2010, the Company has timely filed or otherwise furnished (as applicable) all registration statements, prospectuses, forms, reports, certifications, statements and other documents required to be filed or furnished by it under the Securities Act or the Exchange Act1997, as the case may be, together with all certifications required pursuant to the Xxxxxxxx-Xxxxx Act of 2002 (the “Xxxxxxxx-Xxxxx Act”) (such documents and any other documents filed by the Company or any Company Subsidiary with the SEC, (iii) its proxy or information statements relating to the meetings of, or actions taken without a meeting by, Lancit's shareholders held since December 6, 1995 and (iv) all of its other reports, statements, schedules and registration statements (in the form in which it became effective) filed with the SEC since July 1, 1994 (as have been supplemented, modified or amended since the time of filingamended, collectively, the “Company "Lancit SEC Documents”"). Lancit has made all required filings since July 1, 1994 with the SEC when due in accordance with the rules and regulations promulgated under the Exchange Act and the Securities Act. As of their respective effective dates (in the case dates, all of the Company Lancit SEC Documents that are registration statements complied in all material respects with the Exchange Act or the Securities Act, as applicable, and the applicable rules and regulations of the SEC thereunder. As of its filing date, each such report or statement filed pursuant to the requirements of the Securities Act) and as of their respective SEC filing dates (in the case of all other Company SEC Documents), or in each case, if amended prior to the date hereof, as of the date of the last such amendment, the Company SEC Documents (i) Exchange Act did not contain any untrue statement of a material fact or omit to state a any 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 in all material respects with misleading. Each such registration statement, as amended or supplemented, if applicable, filed pursuant to the applicable requirements Securities Act of 1933 as of the Exchange Act date such statement or amendment became effective did not contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the Securities Actstatements therein not misleading. All material agreements, contracts and other documents required to be filed as the case may be, the Xxxxxxxx-Xxxxx Act and the applicable rules and regulations exhibits to any of the Lancit SEC thereunder. None of the Company Subsidiaries is required to file any forms, reports or other documents with the SEC. All of the Documents have been so filed. (b) The audited consolidated financial statements and unaudited consolidated interim financial statements of the Company and the consolidated Company Subsidiaries Lancit included in the Lancit SEC Documents or otherwise delivered to the Company SEC Documents, including the related notes and schedules by Lancit (collectively, the “Company "Financial Statements”") (A) have been were prepared in accordance with GAAP generally accepted accounting principles ("GAAP") applied on a consistent basis during basis, are reconcilable to the periods involved (except as may be indicated in the notes thereto or, in the case books and records of interim financial statements, for normal Lancit and recurring year-end adjustments) and (B) present fairly present in all material respects the consolidated financial position of Lancit and its Subsidiaries as of the dates thereof and their consolidated results of operations, cash flows and changes in stockholders’ equity of the Company and the consolidated Company Subsidiaries as of the dates and financial position for the periods referred to therein (except as may be indicated in the notes thereto orthen ended, except, in the case of interim such unaudited financial statements, for the omission of footnote information and for normal and recurring year-year end adjustments). (b) Neither audit adjustments which are not, singly or in the Company nor any aggregate, material. For the purposes of this Agreement, "Interim Balance Sheet" means the Company Subsidiaries is a party to, nor has any commitment to become a party to, any joint venture, off-unaudited consolidated balance sheet partnership or similar Contract (including any Contract or arrangement relating to any transaction or relationship between or among of Lancit and the Company, 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” (Subsidiaries as defined in Item 303(a) of Regulation S-K promulgated by the SEC), where the result, purpose or intended effect of such Contract is to avoid disclosure of any material transaction involving, or material liabilities of, the Company in its published financial statements or other Company SEC Documents. (c) Without limiting the generality of Section 4.7(a), since May December 31, 20101997 included in Lancit's quarterly report on Form 10-Q for the quarter ended on such date and the notes thereto and "Interim Balance Sheet Date" means December 31, (i) Deloitte & Touche LLP and KPMG LLP have not resigned or been dismissed as independent public accountants of the Company as a result of or in connection with any disagreement with the Company on a matter of accounting principles or practices, financial statement disclosure or auditing scope or procedure, (ii) no executive officer of the Company 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 the Company with the SEC since the enactment of the Xxxxxxxx-Xxxxx Act, and neither the Company nor any of its executive officers has received notice from any Governmental Entity challenging or questioning the accuracy, completeness or manner of the filing of the certification required by the Xxxxxxxx-Xxxxx Act and made by the Company’s principal executive officer and principal financial officer and (iii) no enforcement action has been initiated or, to the knowledge of the Company, threatened against the Company by the SEC relating to disclosures contained in any Company SEC Document1997. (d) Except as permitted by the Exchange Act, including Sections 13(k)(2) and (3) or rules of the SEC, since the enactment of the Xxxxxxxx-Xxxxx Act, neither the Company nor any of its affiliates has made, arranged or modified (in any material way) any extensions of credit in the form of a personal loan to any executive officer or director of the Company.

SEC Filings; Financial Statements. (a) Since May 31January 1, 20102015, the Company has timely filed or otherwise furnished (as applicable) all registration statements, prospectuses, forms, reports, certifications, statements and other documents required to be filed or furnished by it under the Securities Act or the Exchange Act, as the case may be, together with all certifications required pursuant to the Xxxxxxxx-Xxxxx Act of 2002 (the “Xxxxxxxx-Xxxxx Act”) (such documents and any other documents publicly filed by the Company or any Company Subsidiary with the SEC, as have been supplementedincluding any publicly filed supplements, modified modifications or amended since the time of filingamendments thereto, collectively, the “Company SEC Documents”). As of their respective effective dates (in the case of the Company SEC Documents that are registration statements filed pursuant to the requirements of the Securities Act) and as of their respective SEC filing dates (in the case of all other Company SEC Documents), or in each case, if amended prior to the date hereof, as of the date of the last such amendment, the Company SEC Documents (i) complied in all material respects with the applicable requirements of the Exchange Act or the Securities Act, as the case may be, the Xxxxxxxx-Xxxxx Act, and the applicable rules and regulations promulgated 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 light of the circumstances under which they such statement were made, not misleading and (ii) complied in all material respects with the applicable requirements of the Exchange Act or the Securities Act, as the case may be, the Xxxxxxxx-Xxxxx Act and the applicable rules and regulations of the SEC thereunder. None of the Company Subsidiaries is required to file any forms, reports or other documents with the SECmisleading. All of the audited consolidated financial statements and unaudited consolidated interim financial statements of the Company and the consolidated Company Subsidiaries included in the Company SEC Documents, including the related notes and schedules (collectively, the “Company Financial Statements”) ), (A) have been prepared in accordance with GAAP applied on a consistent basis during the periods involved (except as may be expressly indicated in the notes thereto or, in the case of interim financial statements, for normal and recurring year-end adjustments) and audit adjustments which are not expected to be material individually or in the aggregate), (B) fairly present in all material respects the consolidated financial position and the consolidated results of operations, cash flows and changes in stockholders’ equity of the Company and the consolidated Company Subsidiaries as of the dates and for the periods referred to therein (except as may be expressly indicated in the notes thereto or, in the case of interim financial statements, for normal and recurring year-end adjustments)audit adjustments which are not expected to be material individually or in the aggregate) and (C) complied as to form in all material respects with the applicable accounting requirements and the published rules and regulations of the SEC with respect thereto in effect at the time of such filing. (b) Neither the Company nor any of the Company Subsidiaries Subsidiary is a party to, nor or has any commitment to become a party to, any joint venture, off-balance sheet partnership or similar Contract (including any Contract or arrangement relating to any transaction or relationship between or among the Company, 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 promulgated by the SEC), where the result, purpose or intended effect of such Contract is to avoid disclosure of any material transaction involving, or material liabilities of, the Company or any Company Subsidiary in its respective published financial statements or other any Company SEC Documents. (c) Without limiting the generality of Section 4.7(a3.7(a), since May 31, 2010, (i) Deloitte & Touche LLP and KPMG LLP have has not resigned or been dismissed as independent public accountants of the Company as a result of or in connection with any disagreement with the Company on a matter of accounting principles or practices, financial statement disclosure or auditing scope or procedure, (ii) since January 1, 2015, none of the Company or any Company Subsidiary or, to the knowledge of the Company, any director or officer of the Company or any Company Subsidiary, has formally received any material complaint, allegation, assertion or claim regarding the accounting or auditing practices, procedures, methodologies or methods of the Company or any of the Company Subsidiaries or their internal accounting controls, including any material complaint, allegation, assertion or claim that the Company or any Company Subsidiary has engaged in questionable accounting or auditing practices, (iii) no executive officer of the Company 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 the Company with the SEC since the enactment of the Xxxxxxxx-Xxxxx Act, and neither the Company nor any of its executive officers has received notice from any Governmental Entity challenging or questioning the accuracy, completeness or manner of the filing of the certification required by the Xxxxxxxx-Xxxxx Act and made by the Company’s principal executive officer and principal financial officer and (iiiiv) no enforcement action has been initiated or, to the knowledge of the Company, threatened against the Company by the SEC relating to disclosures contained in any Company SEC Document. (d) Except The Company has made available true, correct and complete copies of all comment letters received by the Company from the SEC staff since January 1, 2015 relating to the Company SEC Documents, together with all written responses of the Company thereto. As of the date of this Agreement, there are no outstanding or unresolved comments in any such comment letters received by the Company from the SEC. To the knowledge of the Company, as permitted of the date of this Agreement, none of the Company SEC Documents is the subject of any ongoing review by the SEC. None of the Company Subsidiaries has or is required to file or furnish any forms, reports, or other documents with the SEC or pursuant to the Exchange Act, including Sections 13(k)(2) and (3) or rules of the SEC, since the enactment of the Xxxxxxxx-Xxxxx Act, neither the Company nor any of its affiliates has made, arranged or modified (in any material way) any extensions of credit in the form of a personal loan to any executive officer or director of the Company.

SEC Filings; Financial Statements. (a) Since May 31, 2010, the The Company has timely filed or otherwise furnished (as applicable) all registration statementsreports, prospectusesschedules, forms, reports, certifications, statements and other documents required to be filed or furnished by it under with or to the Securities Act or the Exchange ActSEC since January 1, as the case may be, 2007 (together with all certifications required pursuant exhibits, financial statements and schedules thereto, all information incorporated by reference and any documents filed with or furnished to the Xxxxxxxx-Xxxxx Act of 2002 (the “Xxxxxxxx-Xxxxx Act”) (such documents and any other documents filed by the Company or any Company Subsidiary with the SEC, as have been supplemented, modified or amended since the time of filing, collectivelySEC on a voluntary basis, the “Company SEC DocumentsReports”). As of their its respective effective dates (in the case of the Company SEC Documents that are registration statements filed pursuant to the requirements of the Securities Act) and as of their respective SEC filing dates (in the case of all other Company SEC Documents)date, or in each caseor, if amended prior to the date hereofamended, as of the date of the last such amendment, each of the Company SEC Documents Reports complied when filed or furnished (ior, if applicable, when amended) did in all material respects with applicable Law, including the requirements of the Securities Act of 1933, as amended (together with the rules and regulations promulgated thereunder, the “Securities Act”), the Exchange Act and the Xxxxxxxx-Xxxxx Act of 2002, as amended, and the rules and regulations promulgated thereunder (the “Xxxxxxxx-Xxxxx Act”) applicable to such Company SEC Report. None of the Company SEC Reports (including any financial statements or schedules included or incorporated by reference therein) contained when filed, and any Company SEC Reports filed with the SEC subsequent to the date hereof will not contain when filed, any untrue statement of a material fact or omit omission 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 and misleading, except to the extent updated, amended, restated or corrected by a subsequent Company SEC Report. (iib) complied in all material respects with the applicable requirements of the Exchange Act or the Securities Act, as the case may be, the Xxxxxxxx-Xxxxx Act and the applicable rules and regulations of the SEC thereunder. None of the Company Subsidiaries is required to file any forms, reports or other documents with the SEC. All of the audited consolidated financial statements and unaudited consolidated interim financial statements of the Company and the consolidated Company Subsidiaries included in the Company SEC DocumentsReports, in each case, including the any related notes and schedules thereto, as filed with the SEC (collectively, those filed with the SEC are collectively referred to as the “Company Financial Statements”) (A) at the time filed with the SEC, or, if amended, updated, restated or corrected in a subsequent Company SEC Report prior to the date hereof, as of the date of such amendment, update, restatement or correction, complied as to form in all material respects with applicable accounting requirements and the published rules of the SEC with respect thereto and have been prepared in accordance with GAAP United States generally accepted accounting principles (“GAAP”) applied on a consistent basis during throughout the periods involved (except as may be indicated in the notes thereto or, in the case of interim financial the unaudited statements, for normal and recurring year-end adjustments) and (B) fairly present in all material respects the consolidated financial position and the consolidated results of operations, cash flows and changes in stockholders’ equity of the Company and the consolidated Company Subsidiaries as of the dates and for the periods referred to therein (except as may be indicated in permitted by Form 10-Q of the notes thereto orSEC and subject, in the case of interim financial the unaudited statements, for normal and to normal, recurring year-end audit adjustments). . At the time filed with the SEC, or, if amended, updated, restated or corrected in a subsequent Company SEC Report prior to the date hereof, as of the date of such amendment, update, restatement or correction, (bi) Neither the consolidated balance sheets (including the related notes) included in such Company nor any Financial Statements fairly presented, in all material respects, the consolidated financial position of the Company, at the respective dates thereof, and (ii) the consolidated statements of operations, shareholders’ equity and cash flows (in each case, including the related notes) included in such Company Financial Statements fairly presented, in all material respects, the consolidated statements of operations, shareholders’ equity and cash flows of the Company Subsidiaries is a party tofor the periods indicated, nor has any commitment subject, in the case of the unaudited statements referred to become a party to, any joint venture, off-balance sheet partnership in the foregoing clauses (i) or similar Contract (including any Contract or arrangement relating to any transaction or relationship between or among the Company, on the one hand, and any unconsolidated affiliate, including any structured finance, special purpose or limited purpose entity or Person, on the other handii), or any “offto normal, recurring year-balance sheet arrangements” (as defined in Item 303(a) of Regulation S-K promulgated by the SEC), where the result, purpose or intended effect of such Contract is to avoid disclosure of any material transaction involving, or material liabilities of, the Company in its published financial statements or other Company SEC Documentsend audit adjustments. (c) Without limiting Except as and to the generality of Section 4.7(a), since May 31, 2010, (i) Deloitte & Touche LLP and KPMG LLP have not resigned or been dismissed as independent public accountants extent set forth on the consolidated balance sheet of the Company as a result of or in connection with any disagreement with at December 31, 2009, including the notes thereto, the Company has no Liability required by GAAP to be disclosed on a matter consolidated balance sheet of accounting principles or practicesthe Company, financial statement disclosure or auditing scope or procedureexcept for (i) Liabilities incurred in the ordinary course of business consistent with past practice since December 31, 2009, (ii) no executive officer of Liabilities incurred in connection with this Agreement and the Company 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 the Company with the SEC since the enactment of the Xxxxxxxx-Xxxxx Act, and neither the Company nor any of its executive officers has received notice from any Governmental Entity challenging or questioning the accuracy, completeness or manner of the filing of the certification required by the Xxxxxxxx-Xxxxx Act and made by the Company’s principal executive officer and principal financial officer Transactions and (iii) no enforcement action has been initiated orLiabilities that are not, individually or in the aggregate, material to the knowledge of Company. As used in this Agreement, the Companyterm “Liability” means any and all debts, threatened against the Company by the SEC relating to disclosures contained in any Company SEC Document. (d) Except as permitted by the Exchange Actliabilities and obligations, whether accrued or fixed, absolute or contingent, known or unknown or matured or unmatured, including Sections 13(k)(2) those arising under any Law and (3) or rules of the SEC, since the enactment of the Xxxxxxxx-Xxxxx Act, neither the Company nor those arising under any of its affiliates has made, arranged or modified (in any material way) any extensions of credit in the form of a personal loan to any executive officer or director of the CompanyContract.

SEC Filings; Financial Statements. (a) Since May 31January 1, 20102015, the Company has timely filed or otherwise furnished (as applicable) all registration statements, prospectuses, forms, reports, certifications, statements and other documents required to be filed or furnished by it under the Securities Act or the Exchange Act, as the case may be, together with all certifications required pursuant to the Xxxxxxxx-Xxxxx Act of 2002 (the “Xxxxxxxx-Xxxxx Act”) (such documents and any other documents filed by the Company or any Company Subsidiary with the SEC, as have been supplemented, modified or amended since the time of filing, collectively, the “Company SEC Documents”). As of their respective effective dates (in the case of the Company SEC Documents that are registration statements filed pursuant to the requirements of the Securities Act) and as of their respective SEC filing dates (in the case of all other Company SEC Documents), or in each case, if amended prior to the date hereof, as of the date of the last such amendment, the Company SEC Documents (i) 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 light of the circumstances under which they were made, not misleading and (ii) complied in all material respects with the applicable requirements of the Exchange Act or the Securities Act, as the case may be, the Xxxxxxxx-Xxxxx Act and the applicable rules and regulations of the SEC thereunder. None of the Company Subsidiaries is required to file any forms, reports or other documents with the SEC. All of the audited consolidated financial statements and unaudited consolidated interim financial statements of the Company and the consolidated Company Subsidiaries included in the Company SEC Documents, including the related notes and schedules (collectively, the “Company Financial Statements”) ), (A) have been prepared in accordance with (i) the books and records of the Company and (ii) GAAP applied on a consistent basis during the periods involved (except as may be indicated in the notes thereto or, in the case of interim financial statements, for normal and recurring year-end adjustments) and adjustments the effect of which would not be material, individually or in the aggregate), (B) fairly present in all material respects the consolidated financial position and the consolidated results of operations, cash flows and changes in stockholders’ equity of the Company and the consolidated Company Subsidiaries as of the dates and for the periods referred to therein (except as may be indicated in the notes thereto or, in the case of interim financial statements, for normal and recurring year-end adjustmentsadjustments the effect of which would not be material, individually or in the aggregate), and (C) complied as to form in all material respects with the applicable accounting requirements and the published rules and regulations of the SEC with respect thereto in effect at the time of such filing. (b) Neither the The Company nor any of the Company Subsidiaries is not a party to, nor has any commitment to become a party to, any joint venture, off-balance sheet partnership or similar Contract (including any Contract or arrangement relating to any transaction or relationship between or among the Company, 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 promulgated by the SEC), where the result, purpose or intended effect of such Contract is to avoid disclosure of any material transaction involving, or material liabilities of, the Company in its published financial statements or other Company SEC Documents. (c) Without limiting the generality of Section 4.7(a3.7(a), since May 31, 2010, (i) Deloitte Ernst & Touche Young LLP and KPMG LLP have has not resigned or been dismissed as independent public accountants of the Company as a result of or in connection with any disagreement with the Company on a matter of accounting principles or practices, financial statement disclosure or auditing scope or procedure, (ii) since January 1, 2015, none of the Company nor, to the knowledge of the Company, any director or officer of the Company, has formally received any material complaint, allegation, assertion or claim regarding the accounting or auditing practices, procedures, methodologies or methods of the Company or its internal accounting controls, including any material complaint, allegation, assertion or claim that the Company has engaged in questionable accounting or auditing practices, (iii) no executive officer of the Company 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 the Company with the SEC since the enactment of the Xxxxxxxx-Xxxxx Act, and neither the Company nor any of its executive officers has received notice from any Governmental Entity challenging or questioning the accuracy, completeness or manner of the filing of the certification required by the Xxxxxxxx-Xxxxx Act and made by the Company’s principal executive officer and principal financial officer and (iiiiv) no enforcement action has been initiated or, to the knowledge of the Company, threatened against the Company by the SEC relating to disclosures contained in any Company SEC Document. (d) Except as permitted The Company has Made Available copies of all comment letters received by the Exchange ActCompany from the SEC since January 1, including Sections 13(k)(2) and (3) or rules 2015 to the date hereof relating to the Company SEC Documents, together with all written responses of the SEC, since the enactment Company thereto. As of the Xxxxxxxx-Xxxxx Actdate hereof, neither there are no outstanding or unresolved comments in any such comment letters received by the Company nor any of its affiliates has made, arranged or modified (in any material way) any extensions of credit in from the form of a personal loan to any executive officer or director SEC. To the knowledge of the Company, as of the date hereof, none of the Company SEC Documents is the subject of any ongoing review by the SEC.

SEC Filings; Financial Statements. (a) Since May 31August 7, 20102013, the Company Buyer has timely filed with or otherwise furnished (as applicable) to the SEC all registration statements, prospectuses, forms, periodic reports, certificationsdefinitive proxy statements, statements schedules and other documents required to be filed or furnished by it under the Securities Act or the Exchange Act, as the case may be, together from and after August 7, 2013 (collectively, the “Buyer SEC Filings”). Each Buyer SEC Filing, as amended or supplemented if applicable, (i) as of its date, or, if amended, as of the date of the last such amendment, complied in all material respects with all certifications required pursuant to the applicable requirements of the Securities Act, the Exchange Act and the Xxxxxxxx-Xxxxx Act of 2002 (the “Xxxxxxxx-Xxxxx Act”) (such documents and any other documents filed by the Company or any Company Subsidiary with the SEC), as have been supplementedthe case may be, modified or amended since and the rules and regulations of the SEC thereunder, applicable to such Buyer SEC Filing, and (ii) did not, at the time of filing, collectively, the “Company SEC Documents”). As of their respective it was filed (or became effective dates (in the case of the Company SEC Documents that are registration statements filed pursuant to the requirements of the Securities Act) and as of their respective SEC filing dates (in the case of all other Company SEC Documentsstatements), or in each caseor, if amended prior to the date hereofamended, as of the date of the last such amendment, the Company SEC Documents (i) 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 and (ii) complied in all material respects with the applicable requirements misleading. As of the Exchange Act date of this Agreement, there are no outstanding or unresolved comments in comment letters received from the Securities ActSEC staff with respect to Buyer SEC Filings and, as to the case may beknowledge of Buyer, the Xxxxxxxx-Xxxxx Act and the applicable rules and regulations none of the Buyer SEC thereunderFilings is the subject of ongoing SEC review, outstanding SEC comment or outstanding SEC investigation. None of the Company Subsidiaries No Buyer Subsidiary is required to file any forms, periodic reports or other documents with the SECSEC pursuant to the Exchange Act. All Buyer has made available upon request to the Company complete and accurate copies of all reports, documents, claims, notices, filings, minutes, transcripts, recordings and other material correspondence between Buyer and any of the audited Buyer Subsidiaries, on the one hand, and the SEC, on the other hand, since January 1, 2012. (b) Each of the consolidated financial statements and unaudited consolidated interim financial statements of the Company and the consolidated Company Subsidiaries included (including, in each case, any notes thereto) contained in the Company Buyer SEC DocumentsFilings, including the related notes and schedules (collectivelyas amended, the “Company Financial Statements”) (A) have been supplemented or restated, if applicable, was prepared in accordance with GAAP applied on a consistent basis during the periods involved (except as may be indicated in the notes thereto orand, in the case of interim unaudited quarterly financial statements, for normal and recurring yearas permitted by Form 10-end adjustmentsQ under the Exchange Act) and (B) fairly present in all material respects the consolidated financial position and the consolidated results of operations, cash flows and changes in stockholders’ equity of the Company and the consolidated Company Subsidiaries as of the dates and for on a consistent basis throughout the periods referred to therein indicated (except as may be indicated in the notes thereto orthereto), and each presented fairly, in all material respects, the consolidated financial position, results of operations and cash flows of Buyer and the consolidated Buyer Subsidiaries as of the respective dates thereof and for the respective periods indicated therein (subject, in the case of interim unaudited quarterly financial statements, for to normal and recurring year-end adjustments). (bc) Neither the Company nor any of the Company Subsidiaries is a party to, nor Buyer has any commitment to become a party to, any joint venture, off-balance sheet partnership or similar Contract (including any Contract or arrangement relating to any transaction or relationship between or among the Company, on the one hand, implemented 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” maintains disclosure controls and procedures (as defined in Item 303(aRule 13a-15(d) of Regulation S-K promulgated the Exchange Act) that are reasonably designed to ensure that information required to be disclosed by Buyer in the reports it files or submits under the Exchange Act is recorded, processed, summarized and reported within the time frames specified by the SEC’s rules and forms (and such disclosure controls and procedures are reasonably effective), where and has disclosed, based on its most recent evaluation of its system of internal control over financial reporting prior to the resultdate of this Agreement, purpose or intended effect to Buyer’s outside auditors and the audit committee of such Contract is to avoid disclosure Buyer’s board of any material transaction involving, or material liabilities of, the Company in its published financial statements or other Company SEC Documents. (c) Without limiting the generality of Section 4.7(a), since May 31, 2010, directors (i) Deloitte & Touche LLP any significant deficiencies and KPMG LLP have not resigned material weaknesses known to it in the design or been dismissed operation of its internal control over financial reporting (as independent public accountants defined in Rule 13a-15(f) of the Company as a result of or in connection with any disagreement with the Company on a matter of accounting principles or practicesExchange Act) that would reasonably be expected to adversely affect Buyer’s ability to record, process, summarize and report financial statement disclosure or auditing scope or procedure, information and (ii) no executive officer of the Company has failed any fraud known to it, that involves management or other employees who have a significant role 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 the Company with the SEC since the enactment of the Xxxxxxxx-Xxxxx Act, and neither the Company nor any of its executive officers has received notice from any Governmental Entity challenging or questioning the accuracy, completeness or manner of the filing of the certification required by the Xxxxxxxx-Xxxxx Act and made by the CompanyBuyer’s principal executive officer and principal internal control over financial officer and (iii) no enforcement action has been initiated or, to the knowledge of the Company, threatened against the Company by the SEC relating to disclosures contained in any Company SEC Documentreporting. (d) Except as permitted by and to the Exchange Actextent set forth (i) on the consolidated balance sheet of Buyer and the consolidated Buyer Subsidiaries as of December 31, 2012 included in Buyer’s registration statement on Form S-1 filed on May 10, 2013, as amended, including Sections 13(k)(2the notes thereto, or (ii) in the Buyer SEC Filings filed after August 7, 2013, none of Buyer or any consolidated Buyer Subsidiary has any liabilities or obligations of any nature (whether accrued, absolute, contingent or otherwise) that would be required to be reflected or reserved against on a balance sheet prepared in accordance with GAAP and none have arisen since such date, except for liabilities or obligations (3A) under this Agreement or rules incurred in connection with the transactions contemplated hereby, (B) incurred in the ordinary course of business consistent with past practice since December 31, 2013, (C) that would not, individually or in the aggregate, reasonably be expected to have a material adverse effect on Buyer or (D) incurred at the request or with the consent of the SEC, since the enactment of the Xxxxxxxx-Xxxxx Act, neither the Company nor any of its affiliates has made, arranged or modified (in any material way) any extensions of credit in the form of a personal loan to any executive officer or director of the CompanySellers.

SEC Filings; Financial Statements. (a) Since May 31, 2010, the The Company has timely filed or otherwise furnished (as applicable) all registration statements, prospectuses, forms, reports, certifications, statements reports and other documents required to be filed or furnished by it under pursuant to the Securities Act or the Exchange Act with the Securities and Exchange Commission (the "SEC") since August 31, 2003 (collectively, the "Company SEC Reports"). The Company SEC Reports (i) were prepared in compliance in all material respects with the requirements of the Securities Act or the Exchange Act, as the case may be, together with all certifications required pursuant to the Xxxxxxxx-Xxxxx Act of 2002 and (the “Xxxxxxxx-Xxxxx Act”ii) (such documents and any other documents filed by the Company or any Company Subsidiary with the SEC, as have been supplemented, modified or amended since did not at the time of filing, collectively, the “Company SEC Documents”). As of their respective effective dates they were filed (in the case of the Company SEC Documents that are registration statements filed pursuant to the requirements of the Securities Act) and as of their respective SEC filing dates (in the case of all other Company SEC Documents), or in each case, if amended or superseded by a filing prior to the date hereofof this Agreement, as of then on the date of the last such amendment, the Company SEC Documents (ifiling) 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 and (ii) complied in all material respects with the applicable requirements of the Exchange Act or the Securities Act, as the case may be, the Xxxxxxxx-Xxxxx Act and the applicable rules and regulations of the SEC thereundermisleading. None of the Company Subsidiaries Company's subsidiaries is required to file any forms, reports or other documents with the SEC. All of the audited . (b) The consolidated financial statements and unaudited consolidated interim financial statements of (including, in each case, the Company and the consolidated Company Subsidiaries included related notes thereto) contained in the Company SEC Documents, including the related notes and schedules (collectively, the “Company Financial Statements”) (A) have been Reports were prepared in accordance with GAAP applied on a consistent basis during throughout the periods involved (except as may be indicated therein or in the notes thereto orthereto), in the case of interim financial statements, for normal and recurring year-end adjustments) and (B) fairly present in all material respects the consolidated financial position of the Company and its subsidiaries as at the respective dates thereof and the consolidated results of operations, its operations and cash flows and changes in stockholders’ equity of the Company and the consolidated Company Subsidiaries as of the dates and for the periods referred to therein (indicated, except as may be indicated in that the notes thereto or, in the case of unaudited interim financial statements, for statements were or are subject to normal and recurring year-end adjustments). (b) Neither the Company nor any of the Company Subsidiaries is a party to, nor has any commitment to become a party to, any joint venture, off-balance sheet partnership or similar Contract (including any Contract or arrangement relating to any transaction or relationship between or among the Company, on the one hand, and any unconsolidated affiliate, including any structured finance, special purpose or limited purpose entity or Person, on the other hand)adjustments which were not, or any “off-balance sheet arrangements” (as defined are not expected to be, material in Item 303(a) of Regulation S-K promulgated amount and such statements do not contain notes required by the SEC), where the result, purpose or intended effect of such Contract is to avoid disclosure of any material transaction involving, or material liabilities of, the Company in its published financial statements or other Company SEC DocumentsGAAP. (c) Without limiting Since the generality of Section 4.7(a), since May 31, 2010, (i) Deloitte & Touche LLP and KPMG LLP have not resigned or been dismissed as independent public accountants date of the latest Company as a result SEC Report that included the certifications required by Rule 13a-14(a) of or in connection with any disagreement with the Company on a matter of accounting principles or practicesExchange Act, financial statement disclosure or auditing scope or procedure, (ii) no executive officer of the Company has failed not materially and adversely amended its disclosure controls and procedures (as defined in any respect to make, without qualification, the certifications required of him or her under Section 302 or 906 Rule 13a-15(e) of the Xxxxxxxx-Xxxxx Act with respect to any form, report Exchange Act) or schedule filed by the Company with the SEC since the enactment its internal controls over financial reporting (as defined in Rule 13a-15(f) of the Xxxxxxxx-Xxxxx Exchange Act), as previously described in its Company SEC Reports. The Company has made available to TCM, complete and correct copies of, all formal written descriptions of, and neither the Company nor any of its executive officers has received notice from any Governmental Entity challenging or questioning the accuracyall policies, completeness or manner of the filing of the certification required by the Xxxxxxxx-Xxxxx Act manuals and made by the Company’s principal executive officer other documents promulgating, such disclosure controls and principal financial officer and (iii) no enforcement action has been initiated or, to the knowledge of the Company, threatened against the Company by the SEC relating to disclosures contained in any Company SEC Documentprocedures. (d) Except as permitted Since the date of the latest Company SEC Report that included the certifications required by Rule 13a-14(a) of the Exchange Act, including Sections 13(k)(2) and (3) or rules of the SEC, since the enactment of the Xxxxxxxx-Xxxxx Act, neither the Company nor any subsidiary nor, to the Company's knowledge, any member of the audit committee or executive officer of the Company or any subsidiary, has received any complaint, allegation, assertion or claim, whether made in writing or orally to any such person, regarding the accounting, internal accounting controls or auditing matters of the Company or any subsidiary, including any complaint, allegation, assertion or claim that the Company or any Subsidiary has engaged in questionable accounting or auditing matters. Since the date of the latest Company SEC Report that included the certifications required by Rule 13a-14(a) of the Exchange Act, no attorney representing the Company or any subsidiary has reported evidence of a material violation of the U.S. securities laws, or a material breach of fiduciary duty by the Company or any of its affiliates has made, arranged officers or modified (in directors to the Company Board or any material way) any extensions of credit in the form of a personal loan committee thereof or to any executive officer or director of the Company. Since the date of the latest Company SEC Report that included the certifications required by Rule 13a-14(a) of the Exchange Act, there have been no internal investigations regarding improper accounting or revenue recognition initiated at the direction of the chief executive officer, chief financial officer, general counsel, the Company Board or any committee thereof. (e) Except as provided in the Company SEC Reports, there are no material off balance sheet arrangements (as defined in Item 303 of Regulation S-K) that have or are reasonably likely to have a material current or future effect on the Company's financial liquidity, capital expenditures or capital resources. (f) The Company is in compliance in all material respects with the applicable provisions of the Sarbanes Oxley Act of 2002 in effect as of the date hereof.

SEC Filings; Financial Statements. (a) Since May 31, 2010, the The Company has timely filed or otherwise furnished (as applicable) all registration statements, prospectuses, forms, reports, certifications, statements and other documents required to be filed or furnished by it under with the SEC since January 1, 2014 (the “Company SEC Reports”), each of which has complied in all material respects with the applicable requirements of the Securities Act or and the rules and regulations promulgated thereunder, the Exchange ActAct and the rules and regulations promulgated thereunder, as the case may be, together with all certifications required pursuant to and the Xxxxxxxx-Xxxxx Act of 2002 (the “Xxxxxxxx-Xxxxx Act”) (such documents and any other documents filed the rules and regulations promulgated thereunder, each as in effect on the date so filed, except to the extent updated, amended, restated or corrected by the Company or any Company Subsidiary with the SEC, as have been supplemented, modified or amended since the time of filing, collectively, the “a subsequent Company SEC Documents”)Report filed prior to the date of the Agreement. As of their respective effective dates (in the case None of the Company SEC Documents that are registration Reports (excluding any financial statements or schedules included or incorporated by reference therein) contained when filed pursuant to the requirements of the Securities Act) and as of their respective SEC filing dates (in the case of all other Company SEC Documents), or in each case, if amended prior to the date hereof, as of the date of the last such amendment, the Company SEC Documents (i) did not contain any untrue statement of a material fact or omit omitted to state a material fact required to be stated therein or necessary in order to make the statements made therein, in light of the circumstances under which they were made, not misleading and misleading, except to the extent updated, amended, restated or corrected by a subsequent Company SEC Report. (iib) complied in Except to the extent updated, amended, restated or corrected by a subsequent Company SEC Report filed prior to the date of this Agreement, all material respects with the applicable requirements of the Exchange Act or the Securities Act, as the case may be, the Xxxxxxxx-Xxxxx Act and the applicable rules and regulations of the SEC thereunder. None of the Company Subsidiaries is required to file any forms, reports or other documents with the SEC. All of the audited consolidated financial statements and unaudited consolidated interim financial statements of the Company and the consolidated Company Subsidiaries included in the Company SEC DocumentsReports, in each case, including the any related notes and schedules thereto, as filed with the SEC (collectively, those filed with the SEC are collectively referred to as the “Company Financial Statements”) (A) ), comply as to form in all material respects with applicable accounting requirements and the published rules of the SEC with respect thereto and have been prepared in accordance with GAAP U.S. generally accepted accounting principles (“GAAP”) applied on a consistent basis during throughout the periods involved (except as may be indicated in the notes thereto or, in the case of interim financial the unaudited statements, for normal and recurring year-end adjustments) and (B) fairly present in all material respects the consolidated financial position and the consolidated results of operations, cash flows and changes in stockholders’ equity of the Company and the consolidated Company Subsidiaries as of the dates and for the periods referred to therein (except as may be indicated in permitted by Regulation S-X or Regulation S-K promulgated by the notes thereto orSEC, as applicable, and subject, in the case of interim financial the unaudited statements, for normal to the absence of notes and to normal, recurring year-end adjustmentsaudit adjustments which were not material). The consolidated balance sheets (including the related notes) included in such Company Financial Statements (if applicable, as updated, amended, restated or corrected by a subsequent Company SEC Report filed prior to the date of this Agreement) fairly present, in all material respects, the consolidated financial position of the Company at the respective dates thereof, and the consolidated statements of operations, stockholders’ equity and cash flows (in each case, including the related notes) included in such Company Financial Statements (if applicable, as updated, amended, restated or corrected in a subsequent Company SEC Report) fairly present, in all material respects, the consolidated statements of operations, stockholders’ equity and cash flows of the Company for the periods indicated, subject, in the case of the unaudited statements, to the absence of notes and to normal, recurring year-end audit adjustments which were not material. (bc) With respect to the Company SEC Reports, each of the principal executive officer and principal financial officer of the Company (or each former principal executive officer and principal financial officer of the Company, as applicable) have made all certifications required by Rule 13a-14 and 15d-14 under the Exchange Act and Sections 302 and 906 of the Xxxxxxxx-Xxxxx Act and any related rules and regulations promulgated by the SEC or the NYSE, and the statements contained in any such certifications are complete and correct. For purposes of this Agreement, “principal executive officer” and “principal financial officer” shall have the meanings given to such terms in the Xxxxxxxx-Xxxxx Act. (d) 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 reasonably designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes. (e) Based solely on the Company’s management’s most recently completed evaluation of Company’s internal control over financial reporting, the Company’s auditors (to the knowledge of the Company) and the Company Board have not been advised of and the Company has not identified any “significant deficiencies” or “material weaknesses” (as defined by the Public Company Accounting Oversight Board) in the design or operation of the Company’s internal controls and procedures which would reasonably be expected to adversely affect the Company’s ability to record, process, summarize and report financial data, in each case which has not been subsequently remediated. (f) The Company maintains disclosure controls and procedures required by Rule 13a-15 or 15d-15 under the Exchange Act. Such disclosure controls and procedures are reasonably designed to ensure that all material information required to be disclosed by the Company is recorded and reported on a timely basis to the individuals responsible for the preparation of Company’s filings with the SEC and other public disclosure documents. (g) To the knowledge of the Company as of the date hereof, there are no outstanding or unresolved comments in comment letters received from the SEC staff with respect to any Company SEC Reports and none of the Company SEC Reports is the subject of ongoing SEC review. (h) Neither the Company nor any of the Company its Subsidiaries is a party to, nor or has any commitment to become a party to, any “off balance sheet arrangement” (as defined in Item 303(a) of Regulation S-K under the Exchange Act). Neither the Company nor any of its Subsidiaries is a party to any joint venture, off-off balance sheet partnership or any similar Contract (including any Contract or arrangement relating to any transaction or relationship between or among the CompanyCompany and any of its Subsidiaries, on the one hand, hand and any unconsolidated affiliateAffiliate, 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 promulgated by the SEC), where the result, purpose or intended effect of such Contract is to avoid disclosure of any material transaction involving, or material liabilities of, the Company or any of its Subsidiaries in its published the Company’s or such Subsidiary’s audited financial statements or other Company SEC DocumentsReports. (c) Without limiting the generality of Section 4.7(a), since May 31, 2010, (i) Deloitte & Touche LLP and KPMG LLP have not resigned or been dismissed as independent public accountants of Since January 1, 2014 through the Company as a result of or in connection with any disagreement with the Company on a matter of accounting principles or practicesdate hereof, financial statement disclosure or auditing scope or procedure, (ii) no executive officer of the Company 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 the Company with the SEC since the enactment of the Xxxxxxxx-Xxxxx Act, and neither the Company nor any of its executive officers has received notice from any Governmental Entity challenging or questioning the accuracy, completeness or manner of the filing of the certification required by the Xxxxxxxx-Xxxxx Act and made by the Company’s principal executive officer and principal financial officer and (iii) no enforcement action has been initiated or, to the knowledge none of the Company, threatened against its Subsidiaries, the Company by Board or the SEC relating to disclosures contained in any Company SEC Document. (d) Except as permitted by the Exchange Act, including Sections 13(k)(2) and (3) or rules audit committee of the SECCompany Board has received any notification of any fraud or alleged fraud, since the enactment whether or not material that resulted in an internal investigation or that otherwise involved management or other employees of the Xxxxxxxx-Xxxxx Act, neither Company or its Subsidiaries who have a significant role in financial reporting or the internal controls over financial reporting of the Company nor or its Subsidiaries or any of its affiliates has madewritten complaint, arranged allegation, assertion or modified (in any material way) any extensions of credit in claim regarding the form of a personal loan to any executive officer accounting or director auditing practices, procedures, methodologies or methods of the CompanyCompany or its Subsidiaries, or their respective internal accounting controls.

SEC Filings; Financial Statements. (a) Since May 31, 2010, the Company has timely filed or otherwise furnished (as applicable) all registration statements, prospectuses, forms, reports, certifications, statements reports and other documents required to be filed or furnished by it under with the SEC (collectively, the "Company SEC Reports", with such Company SEC Reports filed with the SEC prior to the date hereof being referred to as "Company Filed SEC Reports"). Except as noted in such Company Filed SEC Reports, Company SEC Reports (i) were prepared in accordance and complied as of their respective dates with the requirements of the Securities Act or the Exchange Act, as the case may be, together with all certifications required pursuant to and the Xxxxxxxx-Xxxxx Act rules and regulations promulgated under each of 2002 such respective Acts, and (the “Xxxxxxxx-Xxxxx Act”ii) (such documents and any other documents filed by the Company or any Company Subsidiary with the SEC, as have been supplemented, modified or amended since did not at the time of filing, collectively, the “Company SEC Documents”). As of their respective effective dates they were filed (in the case of the Company SEC Documents that are registration statements filed pursuant to the requirements of the Securities Act) and as of their respective SEC filing dates (in the case of all other Company SEC Documents), or in each case, if amended by a filing prior to the date hereof, hereof as of the date of the last such amendment, the Company SEC Documents (i) 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 and misleading. (iib) complied in all material respects with the applicable requirements of the Exchange Act or the Securities Act, Except as the case may benoted therein, the Xxxxxxxx-Xxxxx Act financial statements, including all related notes and the applicable rules and regulations of the SEC thereunder. None of the Company Subsidiaries is required to file any formsschedules, reports or other documents with the SEC. All of the audited consolidated financial statements and unaudited consolidated interim financial statements of the Company and the consolidated Company Subsidiaries included contained in the Company SEC Documents, including the related notes and schedules Reports (collectively, the “Company Financial Statements”or incorporated by reference therein) (Ai) have been prepared fairly present the consolidated financial position of Company and its subsidiaries as at the respective dates thereof and the consolidated results of operations and cash flows of Company and its subsidiaries for the periods indicated in accordance with GAAP applied on a consistent basis during throughout the periods involved (except as may be indicated for changes in accounting principles disclosed in the notes thereto or, thereto) and subject in the case of interim financial statements, for statements to normal and recurring year-end adjustments) adjustments and (Bii) fairly present in the case of financial statements included in Company SEC Reports, complied in all material respects the consolidated financial position and the consolidated results of operations, cash flows and changes in stockholders’ equity with applicable accounting requirements of the Company and the consolidated Company Subsidiaries as of the dates and for the periods referred to therein (except as may be indicated in the notes thereto or, in the case of interim financial statements, for normal and recurring year-end adjustments). (b) Neither the Company nor any of the Company Subsidiaries is a party to, nor has any commitment to become a party to, any joint venture, off-balance sheet partnership or similar Contract (including any Contract or arrangement relating to any transaction or relationship between or among the Company, 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 promulgated by the SEC), where the result, purpose or intended effect of such Contract is to avoid disclosure of any material transaction involving, or material liabilities of, the Company in its published financial statements or other Company SEC Documents. (c) Without limiting A true and complete copy of the generality Company's unaudited condensed consolidated balance sheet as of Section 4.7(a), since May August 31, 20102001 (the "Company Balance Sheet") and the related condensed statements of consolidated operations and cash flows for the five-month period then ended, (i) Deloitte & Touche LLP a copy of which is set forth in Schedule 3.5, and KPMG LLP have not resigned has been or been dismissed as independent public accountants will be made available to Parent, fairly present, in conformity with GAAP, the consolidated financial position of the Company and its subsidiaries as a result of or such date and their consolidated results of operations and changes in connection with any disagreement with the Company on a matter of accounting principles or practices, financial statement disclosure or auditing scope or procedure, position for such period (ii) no executive officer of the Company has failed in any respect subject only 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 the Company with the SEC since the enactment of the Xxxxxxxx-Xxxxx Act, normal and neither the Company nor any of its executive officers has received notice from any Governmental Entity challenging or questioning the accuracy, completeness or manner of the filing of the certification required by the Xxxxxxxx-Xxxxx Act and made by the Company’s principal executive officer and principal financial officer and (iii) no enforcement action has been initiated or, to the knowledge of the Company, threatened against the Company by the SEC relating to disclosures contained in any Company SEC Documentrecurring accruals). (d) Except as permitted by the Exchange Act, including Sections 13(k)(2) and (3) or rules of the SEC, since the enactment of the Xxxxxxxx-Xxxxx Act, neither the Company nor any of its affiliates has made, arranged or modified (in any material way) any extensions of credit in the form of a personal loan to any executive officer or director of the Company.

SEC Filings; Financial Statements. (a) Since May 31, 2010, the The Company has timely filed or otherwise furnished (as applicable) all registration statements, prospectuses, forms, reports, certifications, statements reports and other documents required to be filed with or furnished to the SEC by it under the Company since January 1, 2013 (the “Applicable Date”) (the forms, reports and other documents filed or furnished since the Applicable Date and those filed or furnished subsequent to the date hereof as have been supplemented, modified or amended since the time of filing or furnishing, collectively, the “Company SEC Reports”). As of the date of filing, in the case of Company SEC Reports filed pursuant to the Exchange Act (and to the extent such Company SEC Reports were amended, then as of the date of filing of such amendment), and as of the date of effectiveness in the case of Company SEC Reports filed pursuant to the Securities Act of 1933, as amended (the “Securities Act”) (and to the extent such Company SEC Reports were amended, then as of the date of effectiveness of such amendment), the Company SEC Reports (i) complied as to form in all material respects with the requirements of the Securities Act or the Exchange Act, as the case may be, together with all certifications required pursuant to and the Xxxxxxxx-Xxxxx Act of 2002 (the “Xxxxxxxx-Xxxxx Act”) (such documents rules and any other documents filed by the Company or any Company Subsidiary with the SECregulations promulgated thereunder, each as have been supplemented, modified or amended since the time of filing, collectively, the “Company SEC Documents”). As of their respective effective dates (in the case of the Company SEC Documents that are registration statements filed pursuant to the requirements of the Securities Act) and as of their respective SEC filing dates (in the case of all other Company SEC Documents), or in each case, if amended prior to effect on the date hereofso filed or effective, as of the date of the last such amendment, the Company SEC Documents and (iii) 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 and as of its filing date or effective date (iias applicable). (b) complied in all material respects with the applicable requirements Each of the Exchange Act or the Securities Act, as the case may be, the Xxxxxxxx-Xxxxx Act and the applicable rules and regulations of the SEC thereunder. None of the Company Subsidiaries is required to file any forms, reports or other documents with the SEC. All of the audited consolidated financial statements and unaudited consolidated interim financial statements of the Company and the consolidated Company Subsidiaries included (including, in each case, any notes thereto) contained in or incorporated by reference into the Company SEC Documents, including the related notes and schedules (collectively, the “Company Financial Statements”) (A) have been Reports was prepared in accordance with GAAP United States generally accepted accounting principles (“GAAP”) applied on a consistent basis during throughout the periods involved indicated (except as may be indicated in the notes thereto orthereto) and each fairly presents, in all material respects, the consolidated financial position, results of operations, changes in shareholders’ equity and cash flows of the Group Companies, as applicable, as at the respective dates thereof and for the respective periods indicated therein (subject, in the case of unaudited interim financial statements, for to normal and recurring year-end adjustments) and (B) fairly present audit adjustments which are not material in all material respects the consolidated financial position aggregate and the consolidated results exclusion of operations, cash flows and changes certain notes in stockholders’ equity accordance with the rules of the Company and the consolidated Company Subsidiaries as of the dates and for the periods referred SEC relating to therein (except as may be indicated in the notes thereto orunaudited financial statements), in the case of interim financial statementseach case, for normal and recurring year-end adjustments). (b) Neither the Company nor any of the Company Subsidiaries is a party to, nor has any commitment to become a party to, any joint venture, off-balance sheet partnership or similar Contract (including any Contract or arrangement relating to any transaction or relationship between or among the Company, 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 promulgated by the SEC), where the result, purpose or intended effect of such Contract is to avoid disclosure of any material transaction involving, or material liabilities of, the Company in its published financial statements or other Company SEC Documentsaccordance with GAAP. (c) Without limiting No Group Company has any liabilities of any nature (whether accrued, absolute, determined, determinable, fixed, contingent or otherwise) which would be required to be reflected or reserved against on a consolidated balance sheet of the generality of Section 4.7(a)Company prepared in accordance with GAAP, since May 31, 2010, except liabilities (i) Deloitte & Touche LLP and KPMG LLP have not resigned reflected or been dismissed as independent public accountants of reserved against in the consolidated balance sheet for the period ended December 31, 2014 (including the notes thereto) included in the Company as a result of SEC Reports, (ii) incurred pursuant to this Agreement or in connection with any disagreement with the Company on a matter of accounting principles or practices, financial statement disclosure or auditing scope or procedureTransactions, (iiiii) no executive officer incurred since December 31, 2014 in the ordinary course of business and in a manner consistent with past practice, or (iv) that would not, individually or in the aggregate, reasonably be expected to have a Company Material Adverse Effect. (d) The Company has failed in any respect timely filed and made available to make, without qualification, Parent all certifications and statements required by (x) Rule 13a-14 or Rule 15d-14 under the certifications required of him Exchange Act or her under (y) 18 U.S.C. Section 302 or 1350 (Section 906 of the United States Xxxxxxxx-Xxxxx Act of 2002) with respect to any formCompany SEC Report. The Company is in compliance, report or schedule filed by the Company in all material respects, with the SEC since the enactment all provisions of the Xxxxxxxx-Xxxxx Act, and neither the Company nor any of its executive officers has received notice from any Governmental Entity challenging or questioning the accuracy, completeness or manner of the filing of the certification required by the United States Xxxxxxxx-Xxxxx Act of 2002 which are applicable to it. The Company maintains disclosure controls and procedures (as defined in Rule 13a-15 or Rule 15d-15 under the Exchange Act) that are designed to ensure that all material information relating to the Company and its Subsidiaries is made known on a timely basis to its Chief Executive Officer and Chief Financial Officer or other persons performing similar functions. The Company’s Chief Executive Officer and Chief Financial Officer (the “Certifying Officers”) have evaluated the effectiveness of the Company’s disclosure controls and procedures as of the end of the period covered by the Company’s principal executive officer most recently filed annual report under the Exchange Act (such date, the “Evaluation Date”). The Company presented in its most recently filed annual report under the Exchange Act the conclusions of the Certifying Officers about the effectiveness of the disclosure controls and principal procedures based on their evaluations as of the Evaluation Date, including any change in the Company’s internal control over financial officer and (iii) no enforcement action reporting that occurred during the period ending on the Evaluation Date that has been initiated ormaterially affected, or is reasonably likely to materially affect, the Company’s internal control over financial reporting. Since the Evaluation Date, to the knowledge of the Company, threatened against there has been no change in the Company Company’s internal control over financial reporting (as such term is defined in the Exchange Act) that has materially affected, or is reasonably likely to materially affect, the Company’s internal control over financial reporting. To the knowledge of the Company, there is no reason to believe that the matters certified by the SEC relating to disclosures contained Certifying Officers are not true and correct in any Company SEC Documentall material respects. (de) Except as permitted by the Exchange Act, including Sections 13(k)(2) and (3) or rules of the SEC, since the enactment of the Xxxxxxxx-Xxxxx Act, neither Neither the Company nor any of its affiliates has madenor, arranged or modified (in any material way) any extensions of credit in to the form of a personal loan to any executive officer or director knowledge of the Company, the Company’s independent registered public accounting firm, has identified or been made aware of “significant deficiencies” or “material weaknesses” (as defined by the Public Company Accounting Oversight Board) in the design or operation of the Company’s internal controls and procedures which could reasonably adversely affect the Company’s ability to record, process, summarize or report financial data, in each case which has not been subsequently remediated. (f) The Group Companies maintain a system of internal accounting controls designed to provide reasonable assurance that (i) transactions are executed in accordance with management’s general or specific authorizations, (ii) transactions are recorded as necessary to permit preparation of financial statements in conformity with GAAP and to maintain asset accountability, (iii) access to assets is permitted only in accordance with management’s general or specific authorization, and (iv) the recorded accountability for assets is compared with the existing assets at reasonable intervals and appropriate action is taken with respect to any differences. (g) The Company is in compliance in all material respects with the applicable listing and corporate governance rules and regulations of the NYSE, subject to availing itself of any “home country” exemption from such rules and regulations available to a “foreign private issuer” (as defined under the Exchange Act and under the relevant rules and regulations of the NYSE). (h) There are no unconsolidated Subsidiaries of the Company or any off-balance sheet arrangements of any type (including any off-balance sheet arrangement required to be disclosed pursuant to Item 303(a)(4) of Regulation S-K promulgated under the Securities Act) that have not been so described in the Company SEC Reports nor any obligations to enter into any such arrangements.

SEC Filings; Financial Statements. (a) Since May 31, 2010, the Company Trizec has timely filed or otherwise furnished (as applicable) all registration statements, prospectuses, forms, reports, certifications, statements reports and other documents (including all exhibits) required to be filed or furnished by it under with the SEC since May 8, 2002 (the “Trizec SEC Reports”). The Trizec SEC Reports, each as amended prior to the date hereof, (i) have been prepared in all material respects in accordance with the requirements of the Securities Act or the Exchange Act, as the case may be, together with all certifications required pursuant to and the Xxxxxxxx-Xxxxx Act of 2002 rules and regulations promulgated thereunder, and (the “Xxxxxxxx-Xxxxx Act”ii) (such documents and any other documents did not, when filed by the Company or any Company Subsidiary with the SEC, as have been supplemented, modified or amended since the time of filing, collectively, the “Company SEC Documents”). As of their respective effective dates (in the case of the Company SEC Documents that are registration statements filed pursuant to the requirements of the Securities Act) and as of their respective SEC filing dates (in the case of all other Company SEC Documents), or in each case, if amended prior to the date hereof, as of the date of the last such amendment, the Company SEC Documents (i) 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 and misleading. (iib) complied in all material respects with the applicable requirements Each of the Exchange Act or the Securities Act, as the case may be, the Xxxxxxxx-Xxxxx Act and the applicable rules and regulations of the SEC thereunder. None of the Company Subsidiaries is required to file any forms, reports or other documents with the SEC. All of the audited consolidated financial statements and unaudited consolidated interim financial statements of (including, in each case, any notes thereto) contained in or incorporated by reference into the Company and Trizec SEC Reports, each as amended prior to the consolidated Company Subsidiaries included in the Company SEC Documentsdate hereof, including the related notes and schedules (collectively, the “Company Financial Statements”) (A) have been was prepared in accordance with GAAP applied on a consistent basis during throughout the periods involved indicated (except as may be indicated in the notes thereto orthereto), complied in all material respects with applicable accounting requirements and the rules and regulations of the SEC and each fairly presented, in all material respects, the consolidated financial position, results of operations and cash flows of Trizec and its consolidated Trizec Subsidiaries as of the respective dates thereof and for the respective periods indicated therein except as otherwise noted therein (subject, in the case of interim financial unaudited statements, for to normal and recurring year-end adjustments) and (B) fairly present in all material respects the consolidated financial position and the consolidated results of operations, cash flows and changes in stockholders’ equity of the Company and the consolidated Company Subsidiaries as of the dates and for the periods referred to therein (except as may be indicated in the notes thereto or, in the case of interim financial statements, for normal and recurring year-year end adjustments). (b) Neither the Company nor any of the Company Subsidiaries is a party to, nor has any commitment to become a party to, any joint venture, off-balance sheet partnership or similar Contract (including any Contract or arrangement relating to any transaction or relationship between or among the Company, 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 promulgated by the SEC), where the result, purpose or intended effect of such Contract is to avoid disclosure of any material transaction involving, or material liabilities of, the Company in its published financial statements or other Company SEC Documents. (c) Without limiting the generality of Section 4.7(a), since May 31, 2010, Except (i) Deloitte & Touche LLP and KPMG LLP have not resigned or been dismissed as independent public accountants set forth in Section 4.07(c) of the Company as a result of or in connection with any disagreement with the Company on a matter of accounting principles or practices, financial statement disclosure or auditing scope or procedureTrizec Disclosure Schedule, (ii) no executive officer to the extent set forth on the consolidated balance sheet of Trizec as of December 31, 2005 (including notes thereto) included in Trizec’s Form 10-K for the Company has failed in any respect to makefiscal year ended December 31, without qualification2005, 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 the Company with the SEC since the enactment of the Xxxxxxxx-Xxxxx Act, and neither the Company nor any of its executive officers has received notice from any Governmental Entity challenging or questioning the accuracy, completeness or manner of the filing of the certification required by the Xxxxxxxx-Xxxxx Act and made by the Company’s principal executive officer and principal financial officer and (iii) no enforcement action has been initiated orliabilities incurred on behalf of Trizec or any Trizec Subsidiary in connection with this Agreement, and (iv) liabilities incurred in the ordinary course of business consistent with past practice since December 31, 2005, none of Trizec or the Trizec Subsidiaries had any liabilities or obligations of any nature (whether accrued, absolute, contingent or otherwise) required by GAAP to be set forth in a consolidated balance sheet of Trizec or in the knowledge of notes thereto, except for such liabilities or obligations which would not, individually or in the Companyaggregate, threatened against the Company by the SEC relating to disclosures contained in any Company SEC Documenthave a Material Adverse Effect. (d) Except as permitted by the Exchange Act, including Sections 13(k)(2) and (3) or rules of the SEC, since Since the enactment of the XxxxxxxxSarbanes Oxley Act of 2002 (the “Sarbanes Oxley Act”), Trizec has been and is in compliance in all material respects with (i) the applicable provisions of the Sarbanes Oxley Act and the rules and regulations promulgated thereunder, and (ii) the applicable listing and corporate governance rules and regulations of the NYSE. Since Trizec became subject to the provisions of Rule 404 of the Sxxxxxxx-Xxxxx Act, neither the Company nor any of its affiliates it has made, arranged or modified (complied in any all material way) any extensions of credit in the form of a personal loan to any executive officer or director of the Companyrespects with such provisions.

SEC Filings; Financial Statements. (a) Since May 31, 2010, the Company Section 4.7.1 Parent has timely filed or otherwise furnished (as applicable) all registration statements, prospectuses, forms, reports, certificationsdefinitive proxy statements, statements schedules and other documents required to be filed or furnished by it under the Securities Act or the Exchange Act, as the case may be, together with all certifications required pursuant to the Xxxxxxxx-Xxxxx Act of 2002 from and after March 9, 2010 (the “Xxxxxxxx-Xxxxx Act”) (such documents and any other documents filed by the Company or any Company Subsidiary with the SEC, as have been supplemented, modified or amended since the time of filing, collectively, the “Company Parent SEC DocumentsFilings”). As of their respective effective dates Each Parent SEC Filing, as amended or supplemented if applicable, (in the case of the Company SEC Documents that are registration statements filed pursuant to the requirements of the Securities ActA) and as of their respective SEC filing dates (in the case of all other Company SEC Documents)its date, or in each caseor, if amended prior to the date hereofor supplemented, as of the date of such amendment or supplement, complied in all material respects with the last such amendmentrequirements of the Securities Act or the Exchange Act, as the Company SEC Documents case may be, and (iB) did not not, at the time it was filed (or became effective in the case of registration statements), 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 and (ii) complied in all material respects with the applicable requirements misleading. Section 4.7.2 Each of the Exchange Act or the Securities Act, as the case may be, the Xxxxxxxx-Xxxxx Act and the applicable rules and regulations of the SEC thereunder. None of the Company Subsidiaries is required to file any forms, reports or other documents with the SEC. All of the audited consolidated financial statements and unaudited consolidated interim financial statements of the Company and the consolidated Company Subsidiaries included (including, in each case, any notes thereto) contained in the Company Parent SEC DocumentsFilings, including the related notes and schedules (collectivelyas amended or supplemented if applicable, the “Company Financial Statements”) (A) have been was prepared in accordance with GAAP applied on a consistent basis during the periods involved (except as may be indicated in the notes thereto orand, in the case of interim unaudited quarterly financial statements, for normal and recurring yearas permitted by Form 10-end adjustmentsQ under the Exchange Act) and (B) fairly present in all material respects the consolidated financial position and the consolidated results of operations, cash flows and changes in stockholders’ equity of the Company and the consolidated Company Subsidiaries as of the dates and for on a consistent basis throughout the periods referred to therein indicated (except as may be indicated in the notes thereto orthereto), and each presented fairly, in all material respects, the consolidated financial position, results of operations and cash flows of Parent and the consolidated Parent Subsidiaries as of the respective dates thereof and for the respective periods indicated therein (subject, in the case of interim unaudited quarterly financial statements, for to normal and recurring year-end adjustmentsadjustments which did not and would not, individually or in the aggregate, reasonably be expected to have a Parent Material Adverse Effect). Section 4.7.3 Except as and to the extent set forth (bA) Neither on the Company nor consolidated balance sheet of Parent and the consolidated Parent Subsidiaries as of December 31, 2011 included in Parent’s annual report filed on Form 10-K for the year ended December 31, 2011, including the notes thereto, or (B) in the Parent SEC Filings filed after December 31, 2011, none of Parent or any of the Company Subsidiaries is a party to, nor consolidated Parent Subsidiary has any commitment liabilities or obligations of any nature (whether accrued, absolute, contingent or otherwise) that would be required to become be reflected or reserved against on a party to, any joint venture, off-balance sheet partnership prepared in accordance with GAAP, except for liabilities or similar Contract obligations (including any Contract 1) under this Agreement or arrangement relating to any transaction or relationship between or among the Company, 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 promulgated by the SEC), where the result, purpose or intended effect of such Contract is to avoid disclosure of any material transaction involving, or material liabilities of, the Company in its published financial statements or other Company SEC Documents. (c) Without limiting the generality of Section 4.7(a), since May 31, 2010, (i) Deloitte & Touche LLP and KPMG LLP have not resigned or been dismissed as independent public accountants of the Company as a result of or incurred in connection with any disagreement with the Company on a matter of accounting principles or practices, financial statement disclosure or auditing scope or procedureTransactions, (ii2) no executive officer incurred in the ordinary course of business since December 31, 2011 that would not, individually or in the Company has failed in any respect aggregate, reasonably be expected to make, without qualification, the certifications required of him have a Parent Material Adverse Effect or her under Section 302 or 906 of the Xxxxxxxx-Xxxxx Act with respect to any form, report or schedule filed by the Company with the SEC since the enactment of the Xxxxxxxx-Xxxxx Act, and neither the Company nor any of its executive officers has received notice from any Governmental Entity challenging or questioning the accuracy, completeness or manner of the filing of the certification required by the Xxxxxxxx-Xxxxx Act and made by the Company’s principal executive officer and principal financial officer and (iii) no enforcement action has been initiated or, to the knowledge of the Company, threatened against the Company by the SEC relating to disclosures contained in any Company SEC Document. (d) Except as permitted by the Exchange Act, including Sections 13(k)(2) and (3) incurred at the request or rules of with the SEC, since the enactment of the Xxxxxxxx-Xxxxx Act, neither the Company nor any of its affiliates has made, arranged or modified (in any material way) any extensions of credit in the form of a personal loan to any executive officer or director consent of the Company.

SEC Filings; Financial Statements. (a) Since May 31, 2010, the Company Purchaser has timely filed or otherwise furnished (as applicable) all registration statements, prospectuses, forms, reports, certificationsstatements, statements schedules and other documents required to be filed or furnished by it with the SEC since January 1, 2011 under the Securities Act or the Exchange Act (collectively, the “Purchaser SEC Reports”). The Purchaser SEC Reports (i) at the time they were filed and, if amended, as of the date of such amendment, complied in all material respects with all applicable requirements of the Securities Act or the Exchange Act, as the case may be, together with all certifications required pursuant to and the Xxxxxxxx-Xxxxx Act of 2002 rules and regulations promulgated thereunder, and (the “Xxxxxxxx-Xxxxx Act”ii) (such documents and any other documents filed by the Company or any Company Subsidiary with the SECdid not, as have been supplemented, modified or amended since at the time of filingthey were filed, collectively, the “Company SEC Documents”). As of their respective effective dates (in the case of the Company SEC Documents that are registration statements filed pursuant to the requirements of the Securities Act) and as of their respective SEC filing dates (in the case of all other Company SEC Documents), or in each caseand, if amended prior to the date hereofamended, as of the date of the last such amendment, the Company SEC Documents (i) 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 and (ii) complied in all material respects with the applicable requirements misleading. No Affiliate or Subsidiary of the Exchange Act or the Securities Act, as the case may be, the Xxxxxxxx-Xxxxx Act and the applicable rules and regulations of the SEC thereunder. None of the Company Subsidiaries Purchaser is required to file any formsform, reports report, statement, schedule or other documents document with the SEC. All SEC under the Securities Act or the Exchange Act in connection with the Acquisition. (b) Each of the audited consolidated financial statements and unaudited consolidated interim financial statements of the Company and the consolidated Company Subsidiaries included (including, in each case, any notes thereto) contained (or incorporated by reference) in the Company Purchaser SEC Documents, including the related notes and schedules (collectively, the “Company Financial Statements”) (A) have been Reports was prepared in accordance with GAAP applied on a consistent basis during throughout the periods involved indicated (except as may be indicated in the notes thereto or, in the case of interim financial unaudited statements, as permitted by Form 10-Q of the SEC) and each fairly presents, in all material respects, the consolidated financial position, results of operations and cash flows of Purchaser and its consolidated Subsidiaries as at the respective dates thereof and for the respective periods indicated therein, except as otherwise noted therein (subject, in the case of unaudited statements, to normal and recurring year-end adjustments) and (B) fairly present in all material respects the consolidated financial position and the consolidated results of operations, cash flows and changes in stockholders’ equity of the Company and the consolidated Company Subsidiaries as of the dates and for the periods referred to therein (except as may be indicated in the notes thereto oradjustments which are not, in the case of interim financial statementsaggregate, for normal material to Purchaser and recurring year-end adjustmentsits Subsidiaries, taken as a whole). (b) Neither the Company nor any of the Company Subsidiaries is a party to, nor has any commitment to become a party to, any joint venture, off-balance sheet partnership or similar Contract (including any Contract or arrangement relating to any transaction or relationship between or among the Company, 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 promulgated by the SEC), where the result, purpose or intended effect of such Contract is to avoid disclosure of any material transaction involving, or material liabilities of, the Company in its published financial statements or other Company SEC Documents. (c) Without limiting the generality of Section 4.7(a), since May 31, 2010, (i) Deloitte & Touche LLP and KPMG LLP have not resigned or been dismissed as independent public accountants As of the Company as a result date of this Agreement, there are no outstanding or unresolved comments in connection with any disagreement with comment letters received from the Company on a matter of accounting principles or practices, financial statement disclosure or auditing scope or procedure, (ii) no executive officer of the Company 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 SEC with respect to any formthe Purchaser SEC Reports that would reasonably be expected to delay Purchaser’s performance of its obligations under the Registration Rights Agreement. To the Knowledge of Purchaser, report none of the Purchaser SEC Reports is the subject of ongoing SEC review that would reasonably be expected to delay Purchaser’s performance of its obligations under the Registration Rights Agreement. There are no inquiries or schedule filed investigations by the Company with the SEC since the enactment or any Governmental Authority pending or threatened regarding any accounting practices of the Xxxxxxxx-Xxxxx Act, and neither the Company nor Purchaser or any of its executive officers has received notice from any Governmental Entity challenging or questioning the accuracy, completeness or manner of the filing of the certification required by the Xxxxxxxx-Xxxxx Act and made by the Company’s principal executive officer and principal financial officer and (iii) no enforcement action has been initiated or, to the knowledge of the Company, threatened against the Company by the SEC relating to disclosures contained in any Company SEC DocumentSubsidiaries. (d) Except Purchaser maintains and has maintained a standard system of accounting established and administered in accordance with GAAP in all material respects. Purchaser and its Subsidiaries maintain a system of internal accounting controls sufficient to provide reasonable assurance that (i) transactions are executed in accordance with management’s general or specific authorizations, (ii) transactions are recorded as necessary to permit preparation of financial statements in conformity with GAAP and to maintain accountability for assets, (iii) access to assets is permitted by the Exchange Actonly in accordance with management’s general or specific authorizations, including Sections 13(k)(2) and (3iv) or rules of the SECrecorded accountability for assets is compared with the existing assets at reasonable intervals and appropriate action is taken with respect to any differences. (e) Since January 1, since the enactment of the Xxxxxxxx-Xxxxx Act2011, neither the Company Purchaser nor any of its affiliates Subsidiaries nor, to the Knowledge of Purchaser, any Representative of Purchaser or any of its Subsidiaries, has madereceived or otherwise had or obtained knowledge of any complaint, arranged allegation, assertion or modified claim, whether written or oral, regarding the accounting or auditing practices, procedures, methodologies or methods of Purchaser or any of its Subsidiaries or their respective internal accounting controls, including any complaint, allegation, assertion or claim that Purchaser or any of its Subsidiaries has engaged in questionable accounting or auditing practices. (in any material wayf) any extensions of credit in the form of a personal loan to any executive officer or director For purposes of the Companyrepresentations and warranties in this Section 4.7, Novogen Limited, Purchaser’s majority shareholder, shall not be deemed or considered an Affiliate of Purchaser.

SEC Filings; Financial Statements. (a) Since May 31January 1, 20102019, the Company has timely filed or otherwise furnished (as applicable) on a timely basis all registration statementsreports, prospectusesschedules, forms, reports, certifications, statements and other documents (including exhibits and all other information incorporated therein) required to be filed or furnished by it under the Securities Act or the Exchange Act, as the case may be, together with all certifications required pursuant to the Xxxxxxxx-Xxxxx Act of 2002 (the “Xxxxxxxx-Xxxxx Act”) (such documents and any other documents filed by the Company or any Company Subsidiary with the SEC, SEC (as have been supplemented, modified or amended since the time of filing, collectively, the “Company SEC Documents”). As of their respective effective dates (in the case of the Company SEC Documents that are registration statements filed pursuant to the requirements of the Securities Act) and as of their respective SEC filing dates (in the case of all other Company SEC Documents)dates, or in each caseor, if amended prior to the date hereofof this Agreement, as of the date of (and giving effect to) the last such amendmentamendment (and, in the case of registration statements and proxy statements, on the date of effectiveness and the dates of the relevant meetings, respectively), the Company SEC Documents complied in all material respects with the requirements of the Securities Act, the Exchange Act and the Sxxxxxxx-Xxxxx Act of 2001, as amended (the “Sxxxxxxx-Xxxxx Act”), as the case may be, and the rules and regulations of the SEC promulgated thereunder applicable to those Company SEC Documents, and, except to the extent that information contained in such Company SEC Document has been revised, amended, modified or superseded (prior to the date of this Agreement) by a later filed Company SEC Document, none of the Company SEC Documents when filed or furnished contained any untrue statement of a material fact or omitted to state a material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading. (b) The financial statements (including any related notes and schedules) contained or incorporated by reference in the Company SEC Documents: (i) did complied as to form in all material respects with the published rules and regulations of the SEC applicable thereto; (ii) were prepared in accordance with United States generally accepted accounting principles (“GAAP”) applied on a consistent basis throughout the periods covered (except as may be indicated in the notes to such financial statements or, in the case of unaudited interim financial statements, as may be permitted by the SEC on Form 10-Q, 8-K or any successor form under the Exchange Act); and (iii) fairly presented, in all material respects, the financial position of the Acquired Companies as of the respective dates thereof and the results of operations and cash flows of the Acquired Companies for the periods covered thereby (subject, in the case of the unaudited financial statements, to the absence of notes and to normal and recurring year-end adjustments that are not, individually or in the aggregate, material). (c) The Company maintains a system of “internal control over financial reporting” (as defined in Rule 13a-15 under the Exchange Act), which is designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with GAAP, and includes those policies and procedures that: (i) pertain to the maintenance of records that in reasonable detail accurately and fairly reflect the transactions and dispositions of the assets of the Acquired Companies; (ii) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in conformity with GAAP and that receipts and expenditures are being made only in accordance with authorizations of management and the Board of Directors; and (iii) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use or disposition of the assets of the Acquired Companies that could have a material effect on its financial statements. The Company’s management has completed an assessment of the effectiveness of the Company’s system of internal control over financial reporting in compliance with the requirements of Section 404 of the Sxxxxxxx-Xxxxx Act for the fiscal year ended December 31, 2019, and, except as set forth in the Company SEC Documents filed prior to the date of this Agreement, that assessment concluded that those controls were effective. To the knowledge of the Company, since January 1, 2020, neither the Company nor the Company’s independent registered accountant has identified or been made aware of: (1) any significant deficiency or material weakness in the design or operation of the internal control over financial reporting utilized by the Company, which is reasonably likely to adversely affect the Company’s ability to record, process, summarize and report financial information; or (2) any fraud, whether or not material, that involves the management or other employees of the Company who have a significant role in the Company’s internal control over financial reporting. (d) The Company maintains disclosure controls and procedures as defined in and required by Rule 13a-15 or 15d-15 under the Exchange Act that are reasonably designed to ensure that all information required to be disclosed in the Company’s 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 Company’s management as appropriate to allow timely decisions regarding required disclosure and to enable the principal executive officer of the Company and the principal financial officer of the Company to make the certifications required under the Exchange Act with respect to such reports. The Company is in compliance in all material respects with all current listing and corporate governance requirements of NASDAQ. (e) No Acquired Company is a party to, nor does it have any obligation or other commitment to become a party to, “off-balance sheet arrangements” (as defined in Item 303(a) of Regulation S-K under the Exchange Act) where the result, purpose or intended effect of such Contract is to avoid disclosure of any material transaction involving, or material liabilities of, the Acquired Companies in the Company SEC Documents. (f) As of the date of this Agreement, there are no outstanding or unresolved comments in comment letters received from the SEC with respect to the Company SEC Documents. To the knowledge of the Company, none of the Company SEC Documents is the subject of ongoing SEC review and there are no inquiries or investigations by the SEC or any internal investigations pending or threatened in writing, in each case regarding any accounting practices of the Company, except as has not had, and would not reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect. (g) Each document required to be filed by the Company with the SEC in connection with the Offer, including the Schedule 14D-9 (the “Company Disclosure Documents”), and any amendments or supplements thereto, when filed, distributed or otherwise disseminated to the Company’s stockholders, as applicable, will comply as to form in all material respects with the applicable requirements of the Exchange Act. The Company Disclosure Documents, at the time of the filing of such Company Disclosure Documents or any supplement or amendment thereto with the SEC and at the time such Company Disclosure Documents or any supplements or amendments thereto are first distributed or otherwise disseminated to the Company’s stockholders, will not contain any untrue statement of a material fact or omit to state a any 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. (i) The information with respect to the Acquired Companies that the Company furnishes to Parent or Purchaser specifically for use in the Offer Documents, at the time of the filing of, at any time such document is amended or supplemented and at the time of any distribution or dissemination of the Offer Documents, will not contain any untrue statement of a material fact or omit to state any 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. (ii) complied in all material respects with Notwithstanding the applicable requirements of the Exchange Act or the Securities Act, as the case may beforegoing, the Xxxxxxxx-Xxxxx Act and the applicable rules and regulations Company makes no representation with respect to statements made or incorporated by reference therein based on information supplied by or on behalf of the SEC thereunder. None of the Company Subsidiaries is required to file any forms, reports Parent or other documents with the SEC. All of the audited consolidated financial statements and unaudited consolidated interim financial statements of the Company and the consolidated Company Subsidiaries included Purchaser for inclusion or incorporation by reference in the Company SEC Documents, including the related notes and schedules (collectively, the “Company Financial Statements”) (A) have been 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 interim financial statements, for normal and recurring year-end adjustments) and (B) fairly present in all material respects the consolidated financial position and the consolidated results of operations, cash flows and changes in stockholders’ equity of the Company and the consolidated Company Subsidiaries as of the dates and for the periods referred to therein (except as may be indicated in the notes thereto or, in the case of interim financial statements, for normal and recurring year-end adjustments). (b) Neither the Company nor any of the Company Subsidiaries is a party to, nor has any commitment to become a party to, any joint venture, off-balance sheet partnership or similar Contract (including any Contract or arrangement relating to any transaction or relationship between or among the Company, 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 promulgated by the SEC), where the result, purpose or intended effect of such Contract is to avoid disclosure of any material transaction involving, or material liabilities of, the Company in its published financial statements or other Company SEC Disclosure Documents. (c) Without limiting the generality of Section 4.7(a), since May 31, 2010, (i) Deloitte & Touche LLP and KPMG LLP have not resigned or been dismissed as independent public accountants of the Company as a result of or in connection with any disagreement with the Company on a matter of accounting principles or practices, financial statement disclosure or auditing scope or procedure, (ii) no executive officer of the Company 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 the Company with the SEC since the enactment of the Xxxxxxxx-Xxxxx Act, and neither the Company nor any of its executive officers has received notice from any Governmental Entity challenging or questioning the accuracy, completeness or manner of the filing of the certification required by the Xxxxxxxx-Xxxxx Act and made by the Company’s principal executive officer and principal financial officer and (iii) no enforcement action has been initiated or, to the knowledge of the Company, threatened against the Company by the SEC relating to disclosures contained in any Company SEC Document. (d) Except as permitted by the Exchange Act, including Sections 13(k)(2) and (3) or rules of the SEC, since the enactment of the Xxxxxxxx-Xxxxx Act, neither the Company nor any of its affiliates has made, arranged or modified (in any material way) any extensions of credit in the form of a personal loan to any executive officer or director of the Company.

SEC Filings; Financial Statements. (a) Since May 31January 1, 20102021, the Company has timely filed or otherwise furnished (as applicable) on a timely basis all registration statementsreports, prospectusesschedules, forms, reports, certifications, statements and other documents (including exhibits and all other information incorporated therein) required to be filed or furnished by it under the Company with the SEC (as supplemented, modified or amended since the time of filing, the “Company SEC Documents”). As of their respective filing dates, or, if amended prior to the date of this Agreement, as of the date of (and giving effect to) the last such amendment (and, in the case of registration statements and proxy statements, on the date of effectiveness and the dates of the relevant meetings, respectively), the Company SEC Documents complied in all material respects with the requirements of the Securities Act, the Exchange Act or the Exchange Act, as the case may be, together with all certifications required pursuant to the Xxxxxxxx-Xxxxx Act of 2002 (the “Xxxxxxxx-Xxxxx Act”) (such documents and any other documents filed by the Company or any Company Subsidiary with the SEC), as have the case may be, and the rules and regulations of the SEC promulgated thereunder applicable to those Company SEC Documents, and, except to the extent that information contained in such Company SEC Document has been supplementedrevised, amended, modified or amended since superseded (prior to the time date of filingthis Agreement) by a later filed Company SEC Document, collectivelynone of the Company SEC Documents when filed or furnished contained any untrue statement of a material fact or omitted to state a material fact required to be stated therein or necessary in order to make the statements therein, in light of the “circumstances under which they were made, not misleading. (b) The financial statements (including any related notes and schedules) contained or incorporated by reference in the Company SEC Documents: (i) complied as to form in all material respects with the published rules and regulations of the SEC applicable thereto; (ii) were prepared in accordance with United States generally accepted accounting principles (“GAAP”) applied on a consistent basis throughout the periods covered (except as may be indicated in the notes to such financial statements, or, in the case of unaudited interim financial statements, as may be permitted by the SEC on Form 10-Q, Form 8-K or any successor form under the Exchange Act). As ; and (iii) fairly presented, in all material respects, the financial position of their the Company as of the respective effective dates thereof and the results of operations and cash flows of the Company for the periods covered thereby (subject, in the case of the unaudited financial statements, to the absence of notes and to normal and recurring year-end adjustments that are not, individually or in the aggregate, material). (c) The Company maintains, and at all times since January 1, 2021 has maintained, a system of internal control over financial reporting (as defined in Rule 13a-15 under the Exchange Act) which is designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with GAAP, and includes those policies and procedures that: (i) pertain to the maintenance of records that in reasonable detail accurately and fairly reflect the transactions and dispositions of the assets of the Company; (ii) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in conformity with GAAP and that receipts and expenditures are being made only in accordance with authorizations of management and the Board of Directors; and (iii) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use or disposition of the assets of the Company that could have a material effect on the financial statements. The Company’s management has completed an assessment of the effectiveness of the Company’s system of internal control over financial reporting in compliance with the requirements of Section 404 of the Xxxxxxxx-Xxxxx Act for the fiscal year ended December 31, 2022, and, except as set forth in the Company SEC Documents that are registration statements filed pursuant to the requirements of the Securities Act) and as of their respective SEC filing dates (in the case of all other Company SEC Documents), or in each case, if amended prior to the date hereofof this Agreement, that assessment concluded that those controls were effective. To the knowledge of the Company, since January 1, 2021, neither the Company nor the Company’s independent registered accountant has identified or been made aware of: (1) any significant deficiency or material weakness in the design or operation of the internal control over financial reporting utilized by the Company; (2) any illegal act or fraud, whether or not material, that involves the management or other employees of the Company; or (3) any claim or allegation of the foregoing. (d) The Company maintains, and at all times since January 1, 2021 has maintained, disclosure controls and procedures as defined in and required by Rule 13a-15 or 15d-15 under the Exchange Act that are reasonably designed to ensure that all information required to be disclosed in the Company’s 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 Company’s management as appropriate to allow timely decisions regarding required disclosure and to enable the principal executive officer of the Company and the principal financial officer of the Company to make the certifications required under the Exchange Act with respect to such reports. The Company is in compliance in all material respects with all current listing and corporate governance requirements of Nasdaq and has not, since January 1, 2021, received any notice from Nasdaq asserting any material noncompliance with such requirements. (e) The Company is not a party to, nor does it have any obligation or other commitment to become a party to, any securitization transaction, off-balance sheet partnership or any similar Contract (including any Contract relating to any transaction or relationship between or among the Company, on the one hand, and any unconsolidated Affiliate, including any structured finance, special purpose or limited purpose Entity, on the other hand) where the result, purpose or intended effect of such Contract is to avoid disclosure of any material transaction involving, or material liabilities of, the Company in the Company SEC Documents. (f) As of the date of this Agreement, there are no outstanding or unresolved comments in comment letters received from the last such amendment, SEC with respect to the Company SEC Documents. None of the Company SEC Documents is the subject of ongoing SEC review and there are no inquiries or investigations by the SEC or any internal investigations pending or threatened, in each case regarding any accounting practices of the Company. (ig) did Each document required to be filed by the Company with the SEC in connection with the Transactions, including a proxy statement in preliminary form related to the Company Stockholder Meeting (together with any supplements or amendments thereto, the “Merger Proxy Statement”), when filed, distributed or otherwise disseminated to the Company’s stockholders, as applicable, will comply as to form in all material respects with the applicable requirements of the Exchange Act. The Merger Proxy Statement, at the time of the filing of such Merger Proxy Statement or any supplement or amendment thereto with the SEC and at the time such Merger Proxy Statement or any supplements or amendments thereto are first distributed or otherwise disseminated to the Company’s stockholders, will not contain any untrue statement of a material fact or omit to state a any 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 and (ii) complied in all material respects with misleading. Notwithstanding the applicable requirements of the Exchange Act or the Securities Act, as the case may be, the Xxxxxxxx-Xxxxx Act and the applicable rules and regulations of the SEC thereunder. None of the Company Subsidiaries is required to file any forms, reports or other documents with the SEC. All of the audited consolidated financial statements and unaudited consolidated interim financial statements of the Company and the consolidated Company Subsidiaries included in the Company SEC Documents, including the related notes and schedules (collectively, the “Company Financial Statements”) (A) have been 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 interim financial statements, for normal and recurring year-end adjustments) and (B) fairly present in all material respects the consolidated financial position and the consolidated results of operations, cash flows and changes in stockholders’ equity of the Company and the consolidated Company Subsidiaries as of the dates and for the periods referred to therein (except as may be indicated in the notes thereto or, in the case of interim financial statements, for normal and recurring year-end adjustments). (b) Neither the Company nor any of the Company Subsidiaries is a party to, nor has any commitment to become a party to, any joint venture, off-balance sheet partnership or similar Contract (including any Contract or arrangement relating to any transaction or relationship between or among the Company, 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 promulgated by the SEC), where the result, purpose or intended effect of such Contract is to avoid disclosure of any material transaction involving, or material liabilities offoregoing, the Company in its published financial statements or other Company SEC Documents. (c) Without limiting the generality of Section 4.7(a), since May 31, 2010, (i) Deloitte & Touche LLP and KPMG LLP have not resigned or been dismissed as independent public accountants of the Company as a result of or in connection with any disagreement with the Company on a matter of accounting principles or practices, financial statement disclosure or auditing scope or procedure, (ii) makes no executive officer of the Company 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 representation with respect to any form, report statements made or schedule filed incorporated by the Company with the SEC since the enactment reference therein based on information supplied by or on behalf of the Xxxxxxxx-Xxxxx Act, and neither the Company nor any of its executive officers has received notice from any Governmental Entity challenging Parent or questioning the accuracy, completeness Merger Sub for inclusion or manner of the filing of the certification required incorporation by the Xxxxxxxx-Xxxxx Act and made by the Company’s principal executive officer and principal financial officer and (iii) no enforcement action has been initiated or, to the knowledge of the Company, threatened against the Company by the SEC relating to disclosures contained in any Company SEC Document. (d) Except as permitted by the Exchange Act, including Sections 13(k)(2) and (3) or rules of the SEC, since the enactment of the Xxxxxxxx-Xxxxx Act, neither the Company nor any of its affiliates has made, arranged or modified (in any material way) any extensions of credit reference in the form of a personal loan to any executive officer or director of the CompanyMerger Proxy Statement.

SEC Filings; Financial Statements. (a) Since May 31, 2010, the Company Each of Menlo and Menlo Merger Sub has timely filed or otherwise furnished (as applicable) all registration statements, prospectuses, forms, reports, certifications, statements and other documents required to be filed or furnished by it under with the SEC since January 25, 2018 (together with Menlo S-1, the “Menlo SEC Reports”). Each Menlo SEC Report has complied in all material respects with the applicable requirements of the Securities Act or and the rules and regulations promulgated thereunder, the Exchange ActAct and the rules and regulations promulgated thereunder, as the case may be, together with all certifications required pursuant to and the Xxxxxxxx-Xxxxx Act of 2002 (and the “Xxxxxxxx-Xxxxx Act”) (such documents rules and any other documents filed by regulations promulgated thereunder, each as in effect on the Company or any Company Subsidiary with the SECdate so filed, as have been supplemented, modified or amended since the time of filing, collectively, the “Company SEC Documents”). As of their respective effective dates (in the case of the Company SEC Documents that are registration statements filed pursuant except to the requirements of extent updated, amended, restated or corrected by a subsequent Menlo SEC Report filed or furnished to the Securities Act) SEC by Menlo, and as of their respective SEC filing dates (in the case of all other Company SEC Documents), or in each either case, if amended publicly available prior to the date hereofhereof (each, as a “Menlo Filed SEC Report”). None of the Menlo SEC Reports (including any financial statements or schedules included or incorporated by reference therein) contained when filed or currently contains, and any Menlo SEC Reports filed with the SEC subsequent to the date of the last such amendmenthereof will not contain, the Company SEC Documents (i) did not contain any untrue statement of a material fact or omit omission 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 and misleading, except to the extent updated, amended, restated or corrected by a subsequent Menlo Filed SEC Report. (iib) complied Except to the extent updated, amended, restated or corrected by a subsequent Menlo Filed SEC Report, all of the financial statements included in the Menlo SEC Reports, in each case, including any related notes thereto, as filed with the SEC (those filed with the SEC are collectively referred to as the “Menlo Financial Statements”), comply as to form 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 the applicable published rules and regulations of the SEC thereunder. None of the Company Subsidiaries is required to file any forms, reports or other documents with the SEC. All of the audited consolidated financial statements respect thereto and unaudited consolidated interim financial statements of the Company and the consolidated Company Subsidiaries included in the Company SEC Documents, including the related notes and schedules (collectively, the “Company Financial Statements”) (A) have been prepared in accordance with GAAP applied on a consistent basis during throughout the periods involved (except as may be indicated in the notes thereto or, in the case of interim financial the unaudited statements, for normal and recurring year-end adjustments) and (B) fairly present in all material respects the consolidated financial position and the consolidated results of operations, cash flows and changes in stockholders’ equity of the Company and the consolidated Company Subsidiaries as of the dates and for the periods referred to therein (except as may be indicated in permitted by Form 10-Q of the notes thereto orSEC and subject, in the case of interim financial the unaudited statements, for normal and to normal, recurring year-end adjustmentsaudit adjustments which are not reasonably expected to have, individually or in the aggregate, a Menlo Material Adverse Effect). The consolidated balance sheets (including the related notes) included in such Menlo Financial Statements (if applicable, as updated, amended, restated or corrected in a subsequent Menlo Filed SEC Report) fairly present, in all material respects, the consolidated financial position of Menlo and Menlo Merger Sub at the respective dates thereof, and the consolidated statements of operations, stockholders’ equity and cash flows (in each case, including the related notes) included in such Menlo Financial Statements (if applicable, as updated, amended, restated or corrected in a subsequent Menlo Filed SEC Report) fairly present, in all material respects, the consolidated statements of operations, stockholders’ equity and cash flows of Menlo and Menlo Merger Sub for the periods indicated, subject, in the case of the unaudited statements, to normal, recurring year-end audit adjustments which are not reasonably expected to have, individually or in the aggregate, a Menlo Material Adverse Effect. (c) Except for (i) Liabilities that are reflected, or for which reserves were established, on the audited consolidated balance sheet of Menlo as of December 31, 2018, (ii) Liabilities incurred in the ordinary course of business and consistent with past practice since December 31, 2018 and (iii) Liabilities that are disclosed in the Menlo SEC Reports, Menlo does not have any material Liabilities, in each case required by GAAP to be reflected or reserved against in the consolidated balance sheet of Menlo (or disclosed in the notes to such balance sheet). (bd) Neither the Company nor any Each of the Company Subsidiaries principal executive officer of Menlo and the principal financial officer of Menlo (or each former principal executive officer of Menlo and each former principal financial officer of Menlo, as applicable) has made all applicable certifications required by Rule 13a-14 or 15d-14 under the Exchange Act and Sections 302 and 906 of the Xxxxxxxx-Xxxxx Act with respect to the Menlo SEC Reports, and the statements contained in such certifications are true and accurate. Menlo does not have any outstanding, and has not arranged any outstanding, “extensions of credit” to directors or executive officers within the meaning of Section 402 of the Xxxxxxxx-Xxxxx Act. (i) Menlo maintains a system of “internal control over financial reporting” (as defined in Rules 13a-15(f) and 15d-15(f) under the Exchange Act) sufficient to provide reasonable assurance (A) that transactions are recorded as necessary to permit preparation of financial statements in conformity with GAAP, consistently applied, (B) that transactions are executed only in accordance with the authorization of management and (C) regarding prevention or timely detection of the unauthorized acquisition, use or disposition of Menlo’s assets. (ii) Menlo’s “disclosure controls and procedures” (as defined in Rules 13a-15(e) and 15d-15(e) under the Exchange Act) are reasonably designed to ensure that all information (both financial and non-financial) required to be disclosed by Menlo 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 Menlo’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 Menlo required under the Exchange Act with respect to such reports. (iii) Menlo is not a party to, nor and has any no commitment to become a party to, any joint venture, off-balance sheet partnership or any similar Contract (contract, including any Contract contract or arrangement relating to any transaction or relationship between or among the Company, on the one hand, Menlo 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 promulgated by of the SEC), where the result, purpose or intended effect of such Contract contract is to avoid disclosure of any material transaction involving, or material liabilities of, the Company Menlo in its Menlo’s published financial statements or other Company Menlo SEC DocumentsReports. (civ) Without limiting the generality of Section 4.7(a), since May Since December 31, 20102018, Menlo has not received any oral or written notification of any (ix) Deloitte & Touche LLP “significant deficiency” or (y) “material weakness” in Menlo’s internal control over financial reporting. There is no outstanding “significant deficiency” or “material weakness” which Menlo’s independent accountants certify has not been appropriately and KPMG LLP have not resigned or been dismissed as independent public accountants of the Company as a result of or in connection with any disagreement with the Company on a matter of accounting principles or practices, financial statement disclosure or auditing scope or procedure, (ii) no executive officer of the Company 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 adequately remedied by the Company with the SEC since the enactment of the Xxxxxxxx-Xxxxx Act, and neither the Company nor any of its executive officers has received notice from any Governmental Entity challenging or questioning the accuracy, completeness or manner of the filing of the certification required by the Xxxxxxxx-Xxxxx Act and made by the Company’s principal executive officer and principal financial officer and (iii) no enforcement action has been initiated or, to the knowledge of the Company, threatened against the Company by the SEC relating to disclosures contained in any Company SEC DocumentMenlo. (d) Except as permitted by the Exchange Act, including Sections 13(k)(2) and (3) or rules of the SEC, since the enactment of the Xxxxxxxx-Xxxxx Act, neither the Company nor any of its affiliates has made, arranged or modified (in any material way) any extensions of credit in the form of a personal loan to any executive officer or director of the Company.

SEC Filings; Financial Statements. (a) Since May 31, 2010, the Company has timely filed or otherwise furnished (as applicable) all registration statements, prospectuses, forms, reports, certifications, statements and other documents required to be filed or furnished by it under the Securities Act or the Exchange Act, as the case may be, together with all certifications required pursuant to the Xxxxxxxx-Xxxxx Act of 2002 (the “Xxxxxxxx-Xxxxx Act”) (such documents and any other documents filed by the Company or any Company Subsidiary with the SEC, as have been supplemented, modified or amended since the time of filing, collectivelyAs used herein, the “Company SEC Documents” means all reports, schedules, forms, statements and other documents filed or furnished, as applicable, by the Company under the Securities Exchange Act of 1934, as amended (the “Exchange Act”), including pursuant to Section 13(a) or 15(d) thereof, including the exhibits thereto and documents incorporated by reference therein. As of their respective effective dates (in the case of the The Company has filed all SEC Documents that are registration statements filed pursuant to the requirements of the Securities Act) as required on a timely basis and as of their respective SEC filing dates (in during the case of all other Company SEC Documents), or in each case, if amended prior to 12 months preceding the date hereof, as of the date of the last such amendment, ; the Company SEC Documents since December 31, 2015 complied in all material respects with the requirements of the Exchange Act and the rules and regulations of the Securities and Exchange Commission (ithe “SEC”) did not contain promulgated thereunder; and none of these Company SEC Documents, when filed, contained any untrue statement of a material fact or omit omitted to state a material fact required to be stated therein or necessary in order to make the statements made therein, therein in light of the circumstances under which they were mademade not misleading. The consolidated financial statements contained in the Company SEC Documents since December 31, not misleading and 2017: (iii) 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 the applicable published rules and regulations of the SEC thereunder. None of the Company Subsidiaries is required to file any forms, reports or other documents with the SEC. All of the audited consolidated financial statements and unaudited consolidated interim financial statements of the Company and the consolidated Company Subsidiaries included in the Company SEC Documents, including the related notes and schedules applicable thereto; (collectively, the “Company Financial Statements”ii) (A) have been were prepared in accordance with GAAP generally accepted accounting principles applied on a consistent basis during throughout the periods involved (covered, except as may be indicated in the notes thereto or, in the case of interim unaudited statements as permitted by Form 10-Q of the SEC, and except that unaudited financial statements, for normal statements may not contain footnotes and recurring are subject to year-end audit adjustments) ; and (Biii) fairly present in all material respects the consolidated financial position of the Company and its subsidiaries as of the respective dates thereof and the consolidated results of operations, operations cash flows and the changes in stockholdersshareholders’ equity of the Company and the consolidated Company Subsidiaries as of the dates and its subsidiaries for the periods referred to therein (except as may be indicated in the notes thereto or, in the case of interim financial statements, for normal and recurring year-end adjustments)covered thereby. (b) Neither the Company nor any of the Company Subsidiaries is a party to, nor has any commitment to become a party to, any joint venture, off-balance sheet partnership or similar Contract (including any Contract or arrangement relating to any transaction or relationship between or among the Company, 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 promulgated by the SEC), where the result, purpose or intended effect of such Contract is to avoid disclosure of any material transaction involving, or material liabilities of, the Company in its published financial statements or other Company SEC Documents. (c) Without limiting the generality of Section 4.7(a), since May 31, 2010, (i) Deloitte & Touche LLP and KPMG LLP have not resigned or been dismissed as independent public accountants of the Company as a result of or in connection with any disagreement with the Company on a matter of accounting principles or practices, financial statement disclosure or auditing scope or procedure, (ii) no executive officer of the Company 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 the Company with the SEC since the enactment of the Xxxxxxxx-Xxxxx Act, and neither the Company nor any of its executive officers has received notice from any Governmental Entity challenging or questioning the accuracy, completeness or manner of the filing of the certification required by the Xxxxxxxx-Xxxxx Act and made by the Company’s principal executive officer and principal financial officer and (iii) no enforcement action has been initiated or, to the knowledge of the Company, threatened against the Company by the SEC relating to disclosures contained in any Company SEC Document. (d) Except as permitted by the Exchange Act, including Sections 13(k)(2) and (3) or rules of the SEC, since the enactment of the Xxxxxxxx-Xxxxx Act, neither the Company nor any of its affiliates has made, arranged or modified (in any material way) any extensions of credit in the form of a personal loan to any executive officer or director of the Company.

SEC Filings; Financial Statements. (a) Since May 31The Company has filed with, 2010or furnished (on a publicly available basis) to, the Company has timely filed or otherwise furnished (as applicable) SEC all registration statements, prospectuses, forms, reports, certificationsschedules, statements and other documents required to be filed or furnished by it under the Securities Act or the Exchange Act, as the case may be, including any amendments or supplements thereto, from and after January 1, 2014, together with all certifications certificates required pursuant to the Xxxxxxxx-Xxxxx Act of 2002 (the “Xxxxxxxx-Xxxxx Act”) (such documents and any other documents filed by the Company or any Company Subsidiary with the SEC, as have been supplemented, modified or amended since the time of filing, collectively, the “Company SEC DocumentsFilings”). As of their respective effective dates (in the case of the Each Company SEC Documents that are registration statements filed pursuant to the requirements of the Securities ActFiling, as amended or supplemented, if applicable, (i) and as of their respective SEC filing dates (in the case of all other Company SEC Documents)its date, or in each caseor, if amended prior to the date hereofor supplemented, as of the date of the last such amendmentmost recent amendment or supplement thereto, complied in all material respects with the requirements of the Securities Act or the Exchange Act, as the case may be, the Company Xxxxxxxx-Xxxxx Act and the applicable rules and regulations of the SEC Documents thereunder and (iii) did not not, at the time it was filed (or became effective in the case of registration statements), or, if amended or supplemented, as of the date of the most recent amendment or supplement thereto, 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 and misleading. (iib) complied in all material respects with the applicable requirements Each of the Exchange Act or the Securities Act, as the case may be, the Xxxxxxxx-Xxxxx Act and the applicable rules and regulations of the SEC thereunder. None of the Company Subsidiaries is required to file any forms, reports or other documents with the SEC. All of the audited consolidated financial statements and unaudited consolidated interim financial statements of the Company and the consolidated Company Subsidiaries included contained or incorporated by reference in the Company SEC DocumentsFilings (as amended, supplemented or restated, if applicable), including the related notes and schedules schedules, was prepared (collectively, except as indicated in the “Company Financial Statements”notes thereto) (A) have been prepared in accordance with GAAP applied on a consistent basis during throughout the periods involved indicated, and each such consolidated financial statement presented fairly, in all material respects, the consolidated financial position, results of operations, stockholders’ equity and cash flows of the Company and its consolidated subsidiaries as of the respective dates thereof and for the respective periods indicated therein (except as may be indicated in the notes thereto orsubject, in the case of interim unaudited quarterly financial statements, for to normal and recurring year-end adjustments) and (B) fairly present in all material respects the consolidated financial position and the consolidated results of operations, cash flows and changes in stockholders’ equity of the Company and the consolidated Company Subsidiaries as of the dates and for the periods referred to therein (except as may be indicated in the notes thereto or, in the case of interim financial statements, for normal and recurring year-end adjustments). (bc) Neither The Company’s system of internal accounting controls is reasonably sufficient to provide reasonable assurances regarding the Company nor any reliability of financial reporting and the preparation of financial statements for external purposes in accordance with GAAP. The Company’s principal executive officer and its principal financial officer have disclosed to the Company’s auditors and the audit committee of the Company Subsidiaries is Board (i) all significant deficiencies and material weaknesses in the design or operation of internal controls over financial reporting that are reasonably likely to adversely affect the Company’s ability to record, process, summarize and report financial data, and (ii) any fraud, whether or not material, that involves management or other employees who have a party tosignificant role in the Company’s internal controls, nor and the Company has made available to the Purchasers copies of any commitment to become a party to, any joint venture, off-balance sheet partnership or similar Contract (including any Contract or arrangement material written materials relating to any transaction or relationship between or among the foregoing. The Company has established and maintains disclosure controls and procedures (as such term is defined in Rule 13a-15 promulgated under the Exchange Act) reasonably designed to ensure that material information relating to the Company required to be included in reports filed under the Exchange Act, including its consolidated subsidiaries, is made known to the Company’s principal executive officer and its principal financial officer by others within those entities, particularly during the periods in which the periodic reports required under the Exchange Act are being prepared, and, to the knowledge of the Company, on such disclosure controls and procedures are effective in timely alerting 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 promulgated by the SEC), where the result, purpose or intended effect of such Contract is to avoid disclosure of any material transaction involving, or material liabilities of, the Company in its published financial statements or other Company SEC Documents. (c) Without limiting the generality of Section 4.7(a), since May 31, 2010, (i) Deloitte & Touche LLP and KPMG LLP have not resigned or been dismissed as independent public accountants of the Company as a result of or in connection with any disagreement with the Company on a matter of accounting principles or practices, financial statement disclosure or auditing scope or procedure, (ii) no Company’s principal executive officer of and its principal financial officer to material information required to be included in the Company has failed in any respect to make, without qualification, Company’s periodic reports required under 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 the Company with the SEC since Exchange Act. Since the enactment of the Xxxxxxxx-Xxxxx Act, and neither none of the Company nor or any of its Subsidiaries has made any prohibited loans to any director or executive officers has received notice from any Governmental Entity challenging or questioning the accuracy, completeness or manner officer of the filing of Company (as defined in Rule 3b-7 promulgated under the certification required by the Xxxxxxxx-Xxxxx Act and made by the Company’s principal executive officer and principal financial officer and (iii) no enforcement action has been initiated or, to the knowledge of the Company, threatened against the Company by the SEC relating to disclosures contained in any Company SEC DocumentExchange Act). (d) Except as permitted by and to the Exchange Actextent disclosed or reserved against on the Company’s most recent balance sheet (or, including Sections 13(k)(2in the notes thereto) and (3) or rules of the SEC, since the enactment of the Xxxxxxxx-Xxxxx Act, neither included in the Company nor any of its affiliates has madeSEC Filings, arranged or modified (in any material way) any extensions of credit in the form of a personal loan to any executive officer or director none of the Company, the Operating Partnership, any Seller or any Target Company has any material liabilities or obligations of any nature (whether accrued, absolute, contingent or otherwise), except for liabilities or obligations (i) expressly contemplated by or under this Agreement, including Section 8.1 hereof, (ii) incurred in the ordinary course of business consistent with past practice since the most recent balance sheet set forth in the Company SEC Filings made through and including the Effective Date or (iii) that, individually or in the aggregate, have not had and would not reasonably be expected to have a Target Company Material Adverse Effect. (e) The Company has provided the Purchasers with true and correct copies of unaudited financial statements for each Asset Seller and each Target Company consisting of the balance sheet and statements of income (collectively, the “Property Financial Statements”). The Property Financial Statements fairly present in all material respects the financial position of each Asset Seller and each Target Company as of August 31, 2016, the results of their respective operations for the periods indicated, all in conformity with GAAP applied on a consistent basis. The Property Financial Statements have been accurately derived from the books and records of the Asset Sellers and the Target Companies, and there has been no material adverse change in the financial condition of any Asset Seller or any Target Company since the most recent period covered by such Property Financial Statement.

SEC Filings; Financial Statements. (a) Since May 31, 2010, the The Company has timely filed or otherwise furnished (as applicable) transmitted all registration statements, prospectuses, forms, reports, certificationsstatements, statements certifications and other documents required to be filed or furnished by it under with the Securities and Exchange Commission (the "SEC") since January 1, 2003 (collectively with the forms, reports, statements, certifications and other documents required to be filed with the SEC subsequent to the date of this Agreement, the "Company SEC Reports"), each of which, as finally amended, has complied as to form in all material respects with the applicable requirements of the Securities Act of 1933, as amended (together with the rules and regulations promulgated thereunder, the "Securities Act"), or the Exchange Act, each as in effect on the case may be, together with all certifications required pursuant to the Xxxxxxxx-Xxxxx Act of 2002 (the “Xxxxxxxx-Xxxxx Act”) (such documents and any other documents filed by the Company or any Company Subsidiary with the SEC, as have been supplemented, modified or amended since the time of filing, collectively, the “Company SEC Documents”)date so filed. As of their respective effective dates (in the case None of the Company SEC Documents that are registration statements Reports already filed pursuant to the requirements of the Securities Act) and contained, when filed as of their respective SEC filing dates (in the case of all other finally amended, nor will any Company SEC Documents), or in each case, if amended prior Reports filed subsequent to the date hereofof this Agreement contain, as of the date of the last such amendment, the Company SEC Documents (i) did not contain any untrue statement of a material fact or omitted or will 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 and misleading. (iib) complied in all material respects with the applicable requirements of the Exchange Act or the Securities Act, as the case may be, the Xxxxxxxx-Xxxxx Act and the applicable rules and regulations of the SEC thereunder. None of the Company Subsidiaries is required to file any forms, reports or other documents with the SEC. All of the The audited consolidated financial statements and unaudited consolidated interim financial statements of the Company (including any related notes thereto) for the fiscal years ended December 31, 2002 and the consolidated Company Subsidiaries December 31, 2003 included in the Company Company's Annual Report on Form 10-K for the fiscal year ended December 31, 2003 filed with the SEC Documents, including the related notes and schedules (collectively, the “Company Financial Statements”) (A) have been prepared and, any audited consolidated financial statements of the Company (including any related notes thereto) filed after the date of this Agreement, will be prepared, in accordance with GAAP generally accepted accounting principles applied on a consistent basis during throughout the periods involved (except as may be indicated in the notes thereto or, in the case of interim financial statements, for normal and recurring year-end adjustmentsthereto) and (B) fairly present present, and, if filed after the date of this Agreement, will fairly present, in all material respects the consolidated financial position of the Company and its subsidiaries at the respective dates thereof and the consolidated results statements of operations, cash flows and changes in stockholders’ ' equity for the periods indicated. The unaudited consolidated financial statements of the Company and (including any related notes thereto) included in or incorporated by reference into the consolidated Company Subsidiaries as SEC Reports filed with the SEC have been prepared, and, if filed after the date of the dates and for this Agreement, will be prepared, in accordance with generally accepted accounting principles applied on a consistent basis throughout the periods referred to therein involved (except as may be indicated in the notes thereto orthereto) and fairly present, and, if filed after the date of this Agreement, will fairly present, in all material respects the case of interim consolidated financial statements, for normal and recurring year-end adjustments). (b) Neither the Company nor any position of the Company Subsidiaries is a party to, nor has any commitment and its subsidiaries as of the date thereof and the consolidated statements of operations and cash flows for the periods indicated (subject to become a party to, any joint venture, offnormal period-balance sheet partnership end adjustments that will not be material in amount or similar Contract (including any Contract or arrangement relating to any transaction or relationship between or among the Company, on the one hand, and any unconsolidated affiliate, including any structured finance, special purpose or limited purpose entity or Person, on the other handeffect), or any “off-balance sheet arrangements” (as defined in Item 303(a) of Regulation S-K promulgated by the SEC), where the result, purpose or intended effect of such Contract is to avoid disclosure of any material transaction involving, or material liabilities of, the Company in its published financial statements or other Company SEC Documents. (c) Without limiting the generality of Section 4.7(a), since May 31, 2010, (i) Deloitte & Touche LLP and KPMG LLP have not resigned or been dismissed as independent public accountants of the Company as a result of or in connection with any disagreement with the Company on a matter of accounting principles or practices, financial statement disclosure or auditing scope or procedure, (ii) no executive officer The management of the Company has failed (x) implemented disclosure controls and procedures (as defined in any respect to make, without qualification, the certifications required of him or her under Section 302 or 906 Rule 13a-15(e) of the Xxxxxxxx-Xxxxx Act with respect Exchange Act) to any formensure that material information relating to the Company, report or schedule filed by including its consolidated subsidiaries, is made known to the management of the Company with by others within those entities, and (y) has disclosed, based on its most recent evaluation, to the SEC since Company's outside auditors and the enactment audit committee of the Xxxxxxxx-Xxxxx Company Board (A) all significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting (as defined in Rule 13a-15(f) of the Exchange Act) which are reasonably likely to adversely affect the Company's ability to record, process, summarize and report financial data 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. A summary of any of those disclosures made by management to the Company's auditors and audit committee is set forth in Section 3.7(c) of the Company Disclosure Schedule. (d) Since July 31, 2002, (x) neither the Company nor any of its executive officers has received notice from any Governmental Entity challenging or questioning the accuracy, completeness or manner of the filing of the certification required by the Xxxxxxxx-Xxxxx Act and made by the Company’s principal executive officer and principal financial officer and (iii) no enforcement action has been initiated orsubsidiaries nor, to the knowledge of the officers of the Company, threatened against any director, officer, employee, auditor, accountant or representative of the Company by the SEC relating to disclosures contained in any Company SEC Document. (d) Except as permitted by the Exchange Act, including Sections 13(k)(2) and (3) or rules of the SEC, since the enactment of the Xxxxxxxx-Xxxxx Act, neither the Company nor any of its affiliates subsidiaries has made, arranged received or modified (in otherwise had or obtained knowledge of any material waycomplaint, allegation, assertion or claim, whether written or oral, regarding the accounting or auditing practices, procedures, methodologies or methods of the Company or any of its subsidiaries or their respective internal accounting controls, including any material complaint, allegation, assertion or claim that the Company or any of its subsidiaries has engaged in questionable accounting or auditing practices, and (y) no attorney representing the Company or any extensions of credit in its subsidiaries, whether or not employed by the form Company or any of its subsidiaries, has reported evidence of a personal loan material violation of securities laws, breach of fiduciary duty or similar violation by the Company or any of its officers, directors, employees or agents to the Company Board or any committee thereof or to any executive director or officer or director of the Company.

SEC Filings; Financial Statements. (a) Since May 31January 1, 20102015, the Company DTST has timely filed (including any extension permitted under the rules of the Securities and Exchange Commission (the “SEC”)) or otherwise furnished (as applicable) all registration statements, prospectuses, forms, reports, certificationsdefinitive proxy statements, schedules, statements and other documents required to be filed or furnished by it under the Securities 1933 Act or the Securities Exchange Act of 1934 (the “Exchange Act”), as the case may be, together with all certifications required pursuant to the XxxxxxxxSxxxxxxx-Xxxxx Act of 2002 (the “Xxxxxxxx-Xxxxx Sarbanes Oxley Act”) (such documents and any other documents filed by the Company or any Company Subsidiary Buyer with the SEC, as have been supplemented, modified or amended since the time of filing, collectively, the “Company SEC Documents”). As of their respective effective dates (in the case of the Company SEC Documents that are registration statements filed pursuant to the requirements of the Securities Act) and as of their respective SEC filing dates (in the case of all other Company SEC Documents), or in each case, if amended prior to the date hereof, as of the date of the last such amendmentdates, the Company SEC Documents (i) did not (or with respect to SEC Documents filed after the date hereof, will not) contain any untrue statement of a any 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 light of the circumstances under which they were made, not misleading and (ii) complied (or will comply) in all material respects with the applicable requirements of the Exchange Act or the Securities 1933 Act, as the case may be, the XxxxxxxxSxxxxxxx-Xxxxx Act and the applicable rules and regulations of the SEC thereunder. None under each of the Company Subsidiaries is required to file any formsthose statutes, reports or other documents with the SEC. rules, and regulations. b) All of the audited consolidated financial statements and unaudited consolidated interim financial statements of the Company and the consolidated Company Subsidiaries DTST included in the Company SEC Documents, including the related notes and schedules Documents (collectively, the “Company Financial Statements”) (Ai) have been or will be, as the case may be, prepared from, are in accordance with, and accurately reflect the books and records of Buyer 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 interim financial statements, for normal and recurring year-end adjustmentsadjustments that are not 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 (Biii) fairly and accurately present in all material respects the consolidated financial position and the consolidated results of operations, cash flows and changes in stockholders’ equity of the Company and the consolidated Company Subsidiaries Buyer as of the dates and for the periods referred to therein (except as may be indicated in the notes thereto or, in the case of interim financial statements, for normal and recurring year-end adjustments). (b) Neither the Company nor any of the Company Subsidiaries is a party to, nor has any commitment to become a party to, any joint venture, off-balance sheet partnership or similar Contract (including any Contract or arrangement relating to any transaction or relationship between or among the Company, 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 promulgated by the SEC), where the result, purpose or intended effect of such Contract is to avoid disclosure of any material transaction involving, or material liabilities of, the Company in its published financial statements or other Company SEC Documents. (c) therein. Without limiting the generality of Section 4.7(a), since May 31, 2010the foregoing, (i) Deloitte & Touche LLP and KPMG LLP have not no independent public accountant of DTST has resigned or been dismissed as independent public accountants accountant of the Company DTST as a result of or in connection with any disagreement with the Company DTST on a matter of accounting principles or practices, financial statement disclosure or auditing scope or procedure, (ii) no executive officer of the Company Buyer has failed in any respect to make, without qualification, the certifications required of him or her under Section 302 or 906 of the XxxxxxxxSxxxxxxx-Xxxxx Act with respect to any form, report or schedule filed by the Company Buyer with the SEC since the enactment of the Xxxxxxxx-Xxxxx Act, and neither the Company nor any of its executive officers has received notice from any Governmental Entity challenging or questioning the accuracy, completeness or manner of the filing of the certification required by the XxxxxxxxSxxxxxxx-Xxxxx Act and made by the Company’s principal executive officer and principal financial officer and (iii) no enforcement action has been initiated or, to the knowledge of the CompanyBuyer, threatened against the Company Buyer by the SEC relating to disclosures contained in any Company Buyer SEC Document. (d) Except as permitted by the Exchange Act, including Sections 13(k)(2) and (3) or rules of the SEC, since the enactment of the Xxxxxxxx-Xxxxx Act, neither the Company nor any of its affiliates has made, arranged or modified (in any material way) any extensions of credit in the form of a personal loan to any executive officer or director of the Company.

SEC Filings; Financial Statements. (a) Since May 31, 2010, the The Company has timely filed or otherwise furnished (as applicable) all registration statements, prospectuses, forms, reports, certifications, statements reports and other documents required to be filed by it with the SEC since January 1, 2013 (the “Applicable Date”) (the forms, reports and other documents filed or furnished by it under since the Applicable Date and those filed or furnished subsequent to the date hereof, including any amendments thereto, collectively, the “Company SEC Reports”). The Company SEC Reports (i) were prepared in accordance with either the requirements of the Securities Act or the Exchange Act, as the case may be, together with all certifications required pursuant to and the Xxxxxxxx-Xxxxx Act of 2002 rules and regulations promulgated thereunder, and (the “Xxxxxxxx-Xxxxx Act”ii) (such documents and any other documents filed by the Company or any Company Subsidiary with the SECdid not, as have been supplemented, modified or amended since at the time of filingthey were filed, collectively, the “Company SEC Documents”). As of their respective effective dates (in the case of the Company SEC Documents that are registration statements filed pursuant to the requirements of the Securities Act) and as of their respective SEC filing dates (in the case of all other Company SEC Documents), or in each caseor, if amended prior to the date hereofamended, as of the date of the last such amendment, the Company SEC Documents (i) 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 and (ii) complied in all material respects with the applicable requirements of the Exchange Act or the Securities Act, as the case may be, the Xxxxxxxx-Xxxxx Act and the applicable rules and regulations of the SEC thereundermisleading. None No Subsidiary of the Company Subsidiaries is required to file any formsform, reports report or other documents document with the SEC. All . (b) Each of the audited consolidated financial statements and unaudited consolidated interim financial statements of the Company and the consolidated Company Subsidiaries included (including, in each case, any notes thereto) contained in or incorporated by reference into the Company SEC Documents, including Reports was (or in the related notes and schedules (collectively, case of Company SEC Reports filed on or after the “Company Financial Statements”date hereof will be) (A) have been prepared in accordance with GAAP United States generally accepted accounting principles (“GAAP”) applied on a consistent basis during throughout the periods involved indicated (except as may be indicated in the notes thereto orthereto) and each fairly presents (or in the case of Company SEC Reports filed on or after the date hereof will fairly present), in all material respects, the consolidated financial position, results of operations, changes in shareholders’ equity and cash flows of the Company and its Subsidiaries as at the respective dates thereof and for the respective periods indicated therein (subject, in the case of interim financial unaudited statements, for to normal and recurring year-end adjustments) and (B) fairly present in all material respects the consolidated financial position audit adjustments and the exclusion of certain notes in accordance with the rules of the SEC relating to unaudited financial statements), in each case in accordance with GAAP, except as may be noted therein. (c) No Group Company has outstanding (i) any Indebtedness or any commitments therefor, or (ii) any liability or obligation of any nature (whether accrued, absolute, determined, determinable, contingent or otherwise), in each case that would be required to be reflected or reserved against in a consolidated results of operations, cash flows and changes in stockholders’ equity balance sheet of the Company and the its consolidated Company Subsidiaries as of the dates prepared in accordance with GAAP, except for liabilities and for the periods referred to therein obligations (except as may be indicated w) incurred in the notes thereto orordinary course of business consistent with past practice since December 31, 2014, (x) incurred pursuant to this Agreement or in connection with the Transactions, (y) that would not have a Company Material Adverse Effect, or (z) that are disclosed prior to the date of this Agreement in the case of interim financial statements, for normal and recurring year-end adjustments)Company SEC Reports. (bd) Neither Since the Applicable Date, there has been no transaction, or series of similar transactions, agreements, arrangements or understandings, to which any Group Company nor any was a party, that would be required to be disclosed under Item 404 of the Regulation S-K. (e) No Group Company Subsidiaries is a party to, nor has any commitment to become a party to, any joint venture, off-balance sheet partnership or similar Contract (including any Contract or arrangement relating to any transaction or relationship between or among the Company, 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) 303 of Regulation S-K promulgated by under the SEC), where the result, purpose or intended effect Securities Act) that would be required to be disclosed under Item 303 of such Contract is to avoid disclosure of any material transaction involving, or material liabilities of, the Company in its published financial statements or other Company SEC Documents.Regulation S-K. (cf) Without limiting the generality The Company has heretofore made available to Parent complete and correct copies of Section 4.7(a), since May 31, 2010, (i) Deloitte & Touche LLP all material amendments and KPMG LLP modifications that have not resigned or been dismissed as independent public accountants of the Company as a result of or in connection with any disagreement with the Company on a matter of accounting principles or practices, financial statement disclosure or auditing scope or procedure, (ii) no executive officer of the Company 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 the Company with the SEC to all agreements, documents and other instruments that previously had been filed by the Company with the SEC and are currently in effect. (g) The Company has made available to Parent all comment letters received by the Company from the SEC or the staff thereof since the enactment Applicable Date and all responses to such comment letters filed by or on behalf of the Company. (h) The Company is in compliance in all material respects with all provisions of the Xxxxxxxx-Xxxxx Act of 2002 which are applicable to it. The Company maintains disclosure controls and procedures required by Rule 13a-15 or Rule 15d-15 under the Exchange Act, ; such controls and neither procedures are effective to ensure that all material information concerning the Company nor any and its Subsidiaries is made known on a timely basis to the individuals responsible for the preparation of its executive officers has received notice from any Governmental Entity challenging or questioning the accuracy, completeness or manner of the filing of the certification required by the Xxxxxxxx-Xxxxx Act and made by the Company’s principal executive officer SEC filings and principal other public disclosure documents. The Company’s certifying officers have evaluated the effectiveness of the Company’s disclosure controls and procedures as of the end of the period covered by the audited annual report of the Group Companies filed with the SEC on April 15, 2015, including the notes thereto (the “Annual Report”, and such date, the “Evaluation Date”). The Company presented in the Annual Report the conclusions of the certifying officers about the effectiveness of the disclosure controls and procedures based on their evaluations as of the Evaluation Date. Since the Evaluation Date, there have been no changes in the Company’s internal control over financial officer reporting (as such term is defined in the Exchange Act) that have materially affected, or are likely to materially affect, the Company’s internal control over financial reporting. As used in this Section 3.07(h), the term “file” shall be broadly construed to include any manner in which a document or information is furnished, supplied or otherwise made available to the SEC. (i) The Company maintains and will continue to maintain a standard system of accounting established and administered in accordance with GAAP in all material respects. The Group Companies maintain a system of internal accounting control over financial reporting (iiias defined in Rule 13a-15 and Rule 15d-15 under the Exchange Act) that is designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with GAAP. (j) Since the Applicable Date, no enforcement action has been initiated orGroup Company, nor, to the knowledge Knowledge of the Company, threatened against any director, officer, auditor, accountant or representative of any Group Company, has received or otherwise had or obtained knowledge of any complaint, allegation, assertion or claim, in written form, regarding the accounting or auditing practices, procedures, methodologies or methods of any Group Company or its internal accounting controls, including any complaint, allegation, assertion or claim that any Group Company has engaged in questionable accounting or auditing practices. To the Knowledge of the Company, since the Applicable Date, no attorney representing any Group Company, whether or not employed by it, has reported in written form evidence of any violation of securities laws, breach of fiduciary duty or similar violation by any Group Company or any officer, director, employee or agent of any Group Company to the Company by the SEC relating Board or any committee thereof or to disclosures contained in any Company SEC Documentdirector or officer of any Group Company. (dk) Except as permitted by To the Exchange Act, including Sections 13(k)(2) and (3) or rules of the SEC, since the enactment of the Xxxxxxxx-Xxxxx Act, neither the Company nor any of its affiliates has made, arranged or modified (in any material way) any extensions of credit in the form of a personal loan to any executive officer or director Knowledge of the Company, no employee of any Group Company has provided or is providing information to any law enforcement agency regarding the commission or possible commission of any crime or the violation or possible violation of any applicable Law. To the Knowledge of the Company, no Group Company, nor any officer, employee, contractor, subcontractor or agent of any Group Company, has discharged, demoted, suspended, threatened, harassed or in any other manner discriminated against any employee of any Group Company because of any act of such employee described in 18 U.S.C. § 1514A(a). (l) The Company is in compliance in all material respects with the applicable listing and corporate governance rules and regulations of the NYSE.

SEC Filings; Financial Statements. (a) Since May 31, 2010, the The Company has timely filed or otherwise furnished (as applicable) all registration statements, prospectuses, forms, reports, certifications, statements and other documents required to be filed or furnished by it under with the SEC since October 1, 2010 (the “Company SEC Reports”), each of which has complied in all material respects with the applicable requirements of the Securities Act or of 1933 (the “Securities Act”) and the rules and regulations promulgated thereunder, the Exchange ActAct and the rules and regulations promulgated thereunder, as the case may be, together with all certifications required pursuant to and the Xxxxxxxx-Xxxxx Act of 2002 (the “Xxxxxxxx-Xxxxx Act”) (such documents and any other documents the rules and regulations promulgated thereunder, each as in effect on the date so filed, except to the extent updated, amended, restated or corrected by a subsequent Company SEC Report filed or furnished to the SEC by the Company or any Company Subsidiary with Company, and in either case, publicly available prior to the SECdate hereof (each, as have been supplemented, modified or amended since the time of filing, collectively, the a “Company Filed SEC DocumentsReport”). As of their respective effective dates (in the case None of the Company SEC Documents that are registration Reports (including any financial statements or schedules included or incorporated by reference therein) contained when filed pursuant to the requirements of the Securities Act) or currently contains, and as of their respective SEC filing dates (in the case of all other any Company SEC Documents), or in each case, if amended prior Reports filed with the SEC subsequent to the date hereofhereof will not contain, as of the date of the last such amendment, the Company SEC Documents (i) did not contain any untrue statement of a material fact or omit omission 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 and misleading, except to the extent updated, amended, restated or corrected by a subsequent Company Filed SEC Report. (iib) complied in Except to the extent updated, amended, restated or corrected by a subsequent Company Filed SEC Report, all material respects with the applicable requirements of the Exchange Act or the Securities Act, as the case may be, the Xxxxxxxx-Xxxxx Act and the applicable rules and regulations of the SEC thereunder. None of the Company Subsidiaries is required to file any forms, reports or other documents with the SEC. All of the audited consolidated financial statements and unaudited consolidated interim financial statements of the Company and the consolidated Company Subsidiaries included in the Company SEC DocumentsReports, in each case, including the any related notes and schedules thereto, as filed with the SEC (collectively, those filed with the SEC are collectively referred to as the “Company Financial Statements”) (A) ), comply as to form in all material respects with applicable accounting requirements and the published rules of the SEC with respect thereto and have been prepared in accordance with GAAP U.S. generally accepted accounting principles (“GAAP”) applied on a consistent basis during throughout the periods involved (except as may be indicated in the notes thereto or, in the case of interim financial the unaudited statements, for normal and recurring year-end adjustments) and (B) fairly present in all material respects the consolidated financial position and the consolidated results of operations, cash flows and changes in stockholders’ equity of the Company and the consolidated Company Subsidiaries as of the dates and for the periods referred to therein (except as may be indicated in permitted by Form 10-Q of the notes thereto orSEC and subject, in the case of interim financial the unaudited statements, for normal and to normal, recurring year-end audit adjustments). . The consolidated balance sheets (bincluding the related notes) Neither included in such Company Financial Statements (if applicable, as updated, amended, restated or corrected in a subsequent Company Filed SEC Report) fairly present, in all material respects, the Company nor any consolidated financial position of the Company Subsidiaries is a party to, nor has any commitment to become a party to, any joint venture, off-balance sheet partnership or similar Contract (including any Contract or arrangement relating to any transaction or relationship between or among at the Company, on the one handrespective dates thereof, and any unconsolidated affiliatethe consolidated statements of operations, stockholders’ equity and cash flows (in each case, including any structured financethe related notes) included in such Company Financial Statements (if applicable, special purpose as updated, amended, restated or limited purpose entity or Personcorrected in a subsequent Company Filed SEC Report) fairly present, on the other hand), or any “off-balance sheet arrangements” (as defined in Item 303(a) of Regulation S-K promulgated by the SEC), where the result, purpose or intended effect of such Contract is to avoid disclosure of any all material transaction involving, or material liabilities ofrespects, the consolidated statements of operations, stockholders’ equity and cash flows of the Company for the periods indicated, subject, in its published financial statements or other Company SEC Documentsthe case of the unaudited statements, to normal, recurring year-end audit adjustments. (c) Without limiting The Company does not have any material Liabilities (as defined below) that would be required to be disclosed on a balance sheet (or the generality of Section 4.7(a), since May 31, 2010, footnotes thereto) prepared in accordance with GAAP except for (i) Deloitte & Touche LLP and KPMG LLP have not resigned Liabilities that are reflected, or been dismissed as independent public accountants for which reserves were established, on the audited consolidated balance sheet of the Company as a result of or in connection with any disagreement with the Company on a matter of accounting principles or practicesDecember 31, financial statement disclosure or auditing scope or procedure2012, (ii) no executive officer Liabilities incurred in the ordinary course of the Company has failed in any respect to makebusiness and consistent with past practice since December 31, without qualification2012, 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 the Company with the SEC since the enactment of the Xxxxxxxx-Xxxxx Act, and neither the Company nor any of its executive officers has received notice from any Governmental Entity challenging or questioning the accuracy, completeness or manner of the filing of the certification required by the Xxxxxxxx-Xxxxx Act and made by the Company’s principal executive officer and principal financial officer and (iii) no enforcement action has been initiated or, to the knowledge of the Company, threatened against Liabilities that are disclosed in the Company by SEC Reports and (iv) Liabilities incurred in connection with this Agreement and the SEC relating to disclosures contained transactions contemplated hereby. As used in this Agreement, the term “Liability” means any Company SEC Document. (d) Except as permitted by the Exchange Actand all debts, liabilities and obligations, whether accrued or fixed, absolute or contingent, known or unknown or matured or unmatured, including Sections 13(k)(2) those arising under any Law and (3) or rules of the SEC, since the enactment of the Xxxxxxxx-Xxxxx Act, neither the Company nor those arising under any of its affiliates has made, arranged or modified (in any material way) any extensions of credit in the form of a personal loan to any executive officer or director of the CompanyContract.

SEC Filings; Financial Statements. (a) Since May 31, 2010, the Company Xxxxxx Xxxxxxx has timely filed or otherwise furnished (as applicable) all registration statements, prospectuses, forms, reports, certifications, statements reports and other documents required to be filed or furnished by it under the Securities Act or the Exchange Act, as the case may be, together with all certifications required pursuant to the Xxxxxxxx-Xxxxx Act of 2002 since July 21, 1997 (the “Xxxxxxxx-Xxxxx Act”) (such documents and any other documents filed by the Company or any Company Subsidiary with the SEC, as have been supplemented, modified or amended since the time of filing, collectively, the “Company "Xxxxxx Xxxxxxx SEC Documents”Filings"). As of their respective effective dates The Xxxxxx Xxxxxxx SEC Filings (i) complied as to form in all material respects with the case of the Company SEC Documents that are registration statements filed pursuant to the applicable requirements of the Securities Act or the Exchange Act) and , as of their respective SEC filing dates (in the case of all other Company SEC Documents)may be, or in each case, if amended prior to the date hereof, as of the date of the last such amendment, the Company SEC Documents and (iii) did not at the time they were filed 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 and (ii) complied in all material respects with misleading. No Xxxxxx Xxxxxxx Subsidiary is subject to the applicable periodic reporting requirements of the Exchange Act or the Securities Act, as the case may be, the Xxxxxxxx-Xxxxx Act and the applicable rules and regulations . (b) Each of the SEC thereunder. None of the Company Subsidiaries is required to file any forms, reports or other documents with the SEC. All of the audited consolidated financial statements and unaudited consolidated interim financial statements of the Company and the consolidated Company Subsidiaries included (including, in each case, any notes thereto) contained in the Company Xxxxxx Xxxxxxx SEC Documents, including the related notes and schedules (collectively, the “Company Financial Statements”) (A) have been Filings was prepared in accordance with GAAP applied on a consistent basis during throughout the periods involved indicated (except as may be indicated in the notes thereto orthereto) and each presented fairly the consolidated financial position of Xxxxxx Xxxxxxx and the consolidated Xxxxxx Xxxxxxx Subsidiaries as at the respective dates thereof and for the respective periods indicated therein, except as otherwise noted therein (subject, in the case of interim financial unaudited statements, for to normal and recurring year-end adjustments) adjustments that were not and (B) fairly present in all material respects the consolidated financial position and the consolidated results of operationsare not expected, cash flows and changes in stockholders’ equity of the Company and the consolidated Company Subsidiaries as of the dates and for the periods referred to therein (except as may be indicated individually or in the notes thereto oraggregate, in the case to have a Xxxxxx Xxxxxxx Material Adverse Effect). The books and records of interim financial statements, for normal Xxxxxx Xxxxxxx and recurring year-end adjustments). (b) Neither the Company nor any of the Company its Subsidiaries is a party to, nor has any commitment to become a party to, any joint venture, off-balance sheet partnership or similar Contract (including any Contract or arrangement relating to any transaction or relationship between or among the Company, on the one handhave been, and are being, maintained in accordance with GAAP 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 promulgated by the SEC), where the result, purpose or intended effect of such Contract is to avoid disclosure of any material transaction involving, or material liabilities of, the Company in its published financial statements or other Company SEC Documentsapplicable legal and accounting requirements. (c) Without limiting Except as and to the generality extent set forth on the consolidated balance sheet of Section 4.7(a), since May Xxxxxx Xxxxxxx and the consolidated Xxxxxx Xxxxxxx Subsidiaries as of December 31, 20101998 included in Xxxxxx Xxxxxxx'x Form 10-K for the year ended December 31, 1998, including the notes thereto, neither Xxxxxx Xxxxxxx nor any Xxxxxx Xxxxxxx Subsidiary has any liabilities or obligations of any nature (whether accrued, absolute, contingent or otherwise) that would be required to be reflected on a balance sheet or in notes thereto prepared in accordance with GAAP, except for liabilities or obligations (i) Deloitte & Touche LLP and KPMG LLP have not resigned disclosed in the Xxxxxx Xxxxxxx SEC Filings filed under the Securities Act or been dismissed as independent public accountants of the Company as a result of Exchange Act prior to the date hereof or in connection with any disagreement with the Company on a matter of accounting principles or practices, financial statement disclosure or auditing scope or procedure, (ii) no executive officer of the Company 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 the Company with the SEC since the enactment of the Xxxxxxxx-Xxxxx Act, and neither the Company nor any of its executive officers has received notice from any Governmental Entity challenging or questioning the accuracy, completeness or manner of the filing of the certification required by the Xxxxxxxx-Xxxxx Act and made by the Company’s principal executive officer and principal financial officer and (iii) no enforcement action has been initiated or, to the knowledge of the Company, threatened against the Company by the SEC relating to disclosures contained in any Company SEC Document. (d) Except as permitted by the Exchange Act, including Sections 13(k)(2) and (3) or rules of the SEC, since the enactment of the Xxxxxxxx-Xxxxx Act, neither the Company nor any of its affiliates has made, arranged or modified (in any material way) any extensions of credit incurred in the form ordinary course of business since December 31, 1998 that would neither, individually or in the aggregate, (A) have a personal loan to any executive officer Xxxxxx Xxxxxxx Material Adverse Effect nor (B) prevent or director materially delay the performance of the Companythis Agreement by Xxxxxx Xxxxxxx.

SEC Filings; Financial Statements. (a) Since May 31, 2010, the The Company has timely filed or otherwise furnished (as applicable) all registration statements, prospectuses, forms, reports, certificationsdefinitive proxy statements, schedules, statements and other documents required to be filed or furnished by it with the SEC since and including January 1, 2007 under the Securities Act or the Exchange Act, as the case may be, together with all certifications required pursuant to the Xxxxxxxx-Xxxxx Act of 2002 2002, as amended (the “Xxxxxxxx-Xxxxx Act”) (such documents and any other documents filed by the Company or any Company Subsidiary with the SEC, as have been supplemented, modified or amended since the time of filing, collectively, the “Company SEC Documents”). As of their respective effective dates (in the case of the Company SEC Documents that are registration statements filed pursuant to the requirements of the Securities Act) and as of their respective SEC filing dates (in the case of all other Company SEC Documents), or in each case, if amended prior to the date hereof, as of the date of the last such amendment, the Company SEC Documents (ia) did not (or with respect to Company SEC Documents filed after the date hereof, 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 light of the circumstances under which they were made, not misleading and (iib) complied in all material respects with the applicable requirements of the Exchange Act or the Securities Act, as the case may be, the Xxxxxxxx-Xxxxx Act and the applicable rules and regulations of the SEC thereunder. None of the Company Subsidiaries is currently required to file any forms, schedules, statements, reports or other documents with the SEC. To the knowledge of the Company, none of the Company SEC Documents is the subject of ongoing SEC review or outstanding SEC comment. All of the audited consolidated financial statements and unaudited consolidated interim financial statements of the Company and the its consolidated Company Subsidiaries included in the Company SEC Documents, including the related notes and schedules Documents (collectively, the “Company Financial Statements”) (Ai) have been or will be, as the case may be, prepared from, are in accordance with, and accurately reflect the books and records of the Company and its consolidated Company Subsidiaries 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 interim financial statements, for normal and recurring year-end adjustmentsadjustments that are not 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 (Biii) fairly present in all material respects the consolidated financial position and the consolidated results of operations, cash flows and changes in stockholders’ equity of the Company and the its consolidated Company Subsidiaries as of the dates and for the periods referred to therein (except as may be indicated in the notes thereto or, in the case of interim financial statements, for normal and recurring year-end adjustments)therein. (b) Neither the Company nor any of the Company Subsidiaries is a party to, nor has any commitment to become a party to, any joint venture, off-balance sheet partnership or similar Contract (including any Contract or arrangement relating to any transaction or relationship between or among the Company, 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 promulgated by the SEC), where the result, purpose or intended effect of such Contract is to avoid disclosure of any material transaction involving, or material liabilities of, the Company in its published financial statements or other Company SEC Documents. (c) Without limiting the generality of Section 4.7(a), since May 31, 2010, (i) Deloitte & Touche LLP and KPMG LLP have not resigned or been dismissed as independent public accountants of the Company as a result of or in connection with any disagreement with the Company on a matter of accounting principles or practices, financial statement disclosure or auditing scope or procedure, (ii) no executive officer of the Company 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 the Company with the SEC since the enactment of the Xxxxxxxx-Xxxxx Act, and neither the Company nor any of its executive officers has received notice from any Governmental Entity challenging or questioning the accuracy, completeness or manner of the filing of the certification required by the Xxxxxxxx-Xxxxx Act and made by the Company’s principal executive officer and principal financial officer and (iii) no enforcement action has been initiated or, to the knowledge of the Company, threatened against the Company by the SEC relating to disclosures contained in any Company SEC Document. (d) Except as permitted by the Exchange Act, including Sections 13(k)(2) and (3) or rules of the SEC, since the enactment of the Xxxxxxxx-Xxxxx Act, neither the Company nor any of its affiliates has made, arranged or modified (in any material way) any extensions of credit in the form of a personal loan to any executive officer or director of the Company.

SEC Filings; Financial Statements. (a) Since May 31January 1, 20102009, the Company has timely filed or otherwise furnished (as applicable) all registration statements, prospectuses, forms, reports, certificationsdefinitive proxy statements, schedules, statements and other documents required to be filed or furnished by it under the Securities Act or the Exchange Act, as the case may be, together with all certifications required pursuant to the Xxxxxxxx-Xxxxx Act of 2002 (the “Xxxxxxxx-Xxxxx Act”) (such documents and any other documents filed by the Company or any Company Subsidiary with the SEC, as have been supplemented, modified or amended since the time of filing, collectively, the “Company SEC Documents”). As of their respective effective dates (in the case of the Company SEC Documents that are registration statements filed pursuant to the requirements of the Securities Act) and as of their respective SEC filing dates (in the case of all other Company SEC Documents), or in each case, if amended prior to the date hereof, as of the date of the last such amendment, the Company SEC Documents (i) did not (or with respect to Company SEC Documents filed after the date hereof, 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 light of the circumstances under which they were made, not misleading misleading, and (ii) complied in all material respects with the applicable requirements of the Exchange Act or the Securities Act, as the case may be, the Xxxxxxxx-Xxxxx Act and the applicable rules and regulations of the SEC thereunder. None of the Company Subsidiaries is currently required to file any forms, reports or other documents with the SEC. To the Knowledge of the Company, none of the Company SEC Documents is the subject of ongoing SEC review or outstanding SEC comment. All of the audited consolidated financial statements and unaudited consolidated interim financial statements of the Company and the consolidated Company Subsidiaries included in the Company SEC Documents, including the related notes and schedules Documents (collectively, the “Company Financial Statements”) (A) have been or will be, as the case may be, prepared from, are in accordance with GAAP applied on a consistent basis during with, and accurately reflect the periods involved (except as may be indicated in the notes thereto or, in the case of interim financial statements, for normal books and recurring year-end adjustments) and (B) fairly present in all material respects the consolidated financial position and the consolidated results of operations, cash flows and changes in stockholders’ equity records of the Company and the consolidated Company Subsidiaries as of the dates and for the periods referred to therein (except as may be indicated in the notes thereto or, in the case of interim financial statements, for normal and recurring year-end adjustments). (b) Neither the Company nor any of the Company Subsidiaries is a party to, nor has any commitment to become a party to, any joint venture, off-balance sheet partnership or similar Contract (including any Contract or arrangement relating to any transaction or relationship between or among the Company, 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 promulgated by the SEC), where the result, purpose or intended effect of such Contract is to avoid disclosure of any all material transaction involving, or material liabilities of, the Company in its published financial statements or other Company SEC Documents. (c) Without limiting the generality of Section 4.7(a), since May 31, 2010, (i) Deloitte & Touche LLP and KPMG LLP have not resigned or been dismissed as independent public accountants of the Company as a result of or in connection with any disagreement with the Company on a matter of accounting principles or practices, financial statement disclosure or auditing scope or procedure, (ii) no executive officer of the Company 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 the Company with the SEC since the enactment of the Xxxxxxxx-Xxxxx Act, and neither the Company nor any of its executive officers has received notice from any Governmental Entity challenging or questioning the accuracy, completeness or manner of the filing of the certification required by the Xxxxxxxx-Xxxxx Act and made by the Company’s principal executive officer and principal financial officer and (iii) no enforcement action has been initiated or, to the knowledge of the Company, threatened against the Company by the SEC relating to disclosures contained in any Company SEC Document. (d) Except as permitted by the Exchange Act, including Sections 13(k)(2) and (3) or rules of the SEC, since the enactment of the Xxxxxxxx-Xxxxx Act, neither the Company nor any of its affiliates has made, arranged or modified (in any material way) any extensions of credit in the form of a personal loan to any executive officer or director of the Company.respects,

SEC Filings; Financial Statements. (a) Since May 31January 1, 20102018, the Company has timely filed or otherwise furnished (as applicable) on a timely basis all registration statementsreports, prospectusesschedules, forms, reports, certifications, statements and other documents (including exhibits and all other information incorporated therein) required to be filed or furnished by it under the Securities Act or the Exchange Act, as the case may be, together with all certifications required pursuant to the Xxxxxxxx-Xxxxx Act of 2002 (the “Xxxxxxxx-Xxxxx Act”) (such documents and any other documents filed by the Company or any Company Subsidiary with the SEC, SEC (as have been supplemented, modified or amended since the time of filing, collectively, the “Company SEC Documents”). As of their respective effective dates (in the case of the Company SEC Documents that are registration statements filed pursuant to the requirements of the Securities Act) and as of their respective SEC filing dates (in the case of all other Company SEC Documents)dates, or in each caseor, if amended prior to the date hereofof this Agreement, as of the date of (and giving effect to) the last such amendmentamendment (and, in the case of registration statements and proxy statements, on the date of effectiveness and the dates of the relevant meetings, respectively), the Company SEC Documents complied in all material respects with the requirements of the Securities Act, the Exchange Act or the Xxxxxxxx-Xxxxx Act of 2001, as amended (the “Xxxxxxxx-Xxxxx Act”), as the case may be, and the rules and regulations of the SEC promulgated thereunder applicable to those Company SEC Documents, and, except to the extent that information contained in such Company SEC Document has been revised, amended, modified or superseded (prior to the date of this Agreement) by a later filed Company SEC Document, none of the Company SEC Documents when filed or furnished contained any untrue statement of a material fact or omitted to state a material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading. (b) The financial statements (including any related notes and schedules) contained or incorporated by reference in the Company SEC Documents: (i) did complied as to form in all material respects with the published rules and regulations of the SEC applicable thereto; (ii) were prepared in accordance with United States generally accepted accounting principles (“GAAP”) applied on a consistent basis throughout the periods covered (except as may be indicated in the notes to such financial statements or, in the case of unaudited interim financial statements, as may be permitted by the SEC on Form 10-Q, 8-K or any successor form under the Exchange Act); and (iii) fairly presented, in all material respects, the financial position of the Company as of the respective dates thereof and the results of operations and cash flows of the Company for the periods covered thereby (subject, in the case of the unaudited financial statements, to the absence of notes and to normal and recurring year-end adjustments that are not, individually or in the aggregate, material). (c) The Company maintains a system of “internal control over financial reporting” (as defined in Rule 13a-15 under the Exchange Act), which is designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with GAAP, and includes those policies and procedures that: (i) pertain to the maintenance of records that in reasonable detail accurately and fairly reflect the transactions and dispositions of the assets of the Company; (ii) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in conformity with GAAP and that receipts and expenditures are being made only in accordance with authorizations of management and the Board of Directors; and (iii) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use or disposition of the assets of the Company that could have a material effect on its financial statements. The Company’s management has completed an assessment of the effectiveness of the Company’s system of internal control over financial reporting in compliance with the requirements of Section 404 of the Xxxxxxxx-Xxxxx Act for the fiscal year ended December 31, 2019, and, except as set forth in the Company SEC Documents filed prior to the date of this Agreement, that assessment concluded that those controls were effective. To the knowledge of the Company, since January 1, 2020, neither the Company nor the Company’s independent registered accountant has identified or been made aware of: (1) any significant deficiency or material weakness in the design or operation of the internal control over financial reporting utilized by the Company, which is reasonably likely to adversely affect the Company’s ability to record, process, summarize and report financial information; or (2) any fraud, whether or not material, that involves the management or other employees of the Company who have a significant role in the Company’s internal control over financial reporting. (d) The Company maintains disclosure controls and procedures as defined in and required by Rule 13a-15 or 15d-15 under the Exchange Act that are reasonably designed to ensure that all information required to be disclosed in the Company’s 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 Company’s management as appropriate to allow timely decisions regarding required disclosure and to enable the principal executive officer of the Company and the principal financial officer of the Company to make the certifications required under the Exchange Act with respect to such reports. The Company is in compliance in all material respects with all current listing and corporate governance requirements of NASDAQ. (e) The Company is not a party to, nor does it have any obligation or other commitment to become a party to, “off-balance sheet arrangements” (as defined in Item 303(a) of Regulation S-K under the Exchange Act) where the result, purpose or intended effect of such Contract is to avoid disclosure of any material transaction involving, or material liabilities of, the Company in the Company SEC Documents. (f) As of the date of this Agreement, there are no outstanding or unresolved comments in comment letters received from the SEC with respect to the Company SEC Documents. To the knowledge of the Company, none of the Company SEC Documents is the subject of ongoing SEC review and there are no inquiries or investigations by the SEC or any internal investigations pending or threatened in writing, in each case regarding any accounting practices of the Company, except as has not had, and would not reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect. (g) Each document required to be filed by the Company with the SEC in connection with the Offer, including the Schedule 14D-9 (the “Company Disclosure Documents”), and any amendments or supplements thereto, when filed, distributed or otherwise disseminated to the Company’s stockholders, as applicable, will comply as to form in all material respects with the applicable requirements of the Exchange Act. The Company Disclosure Documents, at the time of the filing of such Company Disclosure Documents or any supplement or amendment thereto with the SEC and at the time such Company Disclosure Documents or any supplements or amendments thereto are first distributed or otherwise disseminated to the Company’s stockholders, will not contain any untrue statement of a material fact or omit to state a any 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 and (ii) complied in all material respects with the applicable requirements of the Exchange Act or the Securities Act, as the case may be, the Xxxxxxxx-Xxxxx Act and the applicable rules and regulations of the SEC thereunder. None of the Company Subsidiaries is required to file any forms, reports or other documents with the SEC. All of the audited consolidated financial statements and unaudited consolidated interim financial statements of the Company and the consolidated Company Subsidiaries included in the Company SEC Documents, including the related notes and schedules (collectively, the “Company Financial Statements”) (A) have been 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 interim financial statements, for normal and recurring year-end adjustments) and (B) fairly present in all material respects the consolidated financial position and the consolidated results of operations, cash flows and changes in stockholders’ equity of the Company and the consolidated Company Subsidiaries as of the dates and for the periods referred to therein (except as may be indicated in the notes thereto or, in the case of interim financial statements, for normal and recurring year-end adjustments)misleading. (b) Neither the Company nor any of the Company Subsidiaries is a party to, nor has any commitment to become a party to, any joint venture, off-balance sheet partnership or similar Contract (including any Contract or arrangement relating to any transaction or relationship between or among the Company, 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 promulgated by the SEC), where the result, purpose or intended effect of such Contract is to avoid disclosure of any material transaction involving, or material liabilities of, the Company in its published financial statements or other Company SEC Documents. (c) Without limiting the generality of Section 4.7(a), since May 31, 2010, (i) Deloitte & Touche LLP and KPMG LLP have not resigned or been dismissed as independent public accountants of the Company as a result of or in connection with any disagreement with the Company on a matter of accounting principles or practices, financial statement disclosure or auditing scope or procedure, (ii) no executive officer of the Company 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 The information with respect to any form, report or schedule filed by the Company with the SEC since the enactment of the Xxxxxxxx-Xxxxx Act, and neither that the Company nor any of its executive officers has received notice from any Governmental Entity challenging furnishes to Parent or questioning Purchaser specifically for use in the accuracyOffer Documents, completeness or manner at the time of the filing of and at the certification required by the Xxxxxxxx-Xxxxx Act and made by the Company’s principal executive officer and principal financial officer and (iii) no enforcement action has been initiated or, to the knowledge time of any distribution or dissemination of the CompanyOffer Documents, threatened against will not contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the Company by statements made therein, in light of the SEC relating to disclosures contained in any Company SEC Documentcircumstances under which they were made, not misleading. (dii) Except as permitted by Notwithstanding the Exchange Actforegoing, including Sections 13(k)(2) and (3) or rules of the SEC, since the enactment of the Xxxxxxxx-Xxxxx Act, neither the Company nor any makes no representation with respect to statements made or incorporated by reference therein based on information supplied by or on behalf of its affiliates has made, arranged Parent or modified (in any material way) any extensions of credit Purchaser for inclusion or incorporation by reference in the form of a personal loan to any executive officer or director of the CompanyCompany Disclosure Documents.

SEC Filings; Financial Statements. (a) Since May 31, 2010, the Company Parent has timely filed or otherwise furnished (as applicable) all registration statements, prospectuses, forms, reports, certifications, statements reports and other documents required to be filed with the SEC and has heretofore delivered or furnished made available to the Company, in the form filed with the SEC, (i) its Annual Report on Form 10-K for the fiscal year ended June 27, 1997 (ii) all proxy statements relating to Parent's meetings of stockholders (whether annual or special) since June 10, 1996, (iii) all other reports or registration statements filed by it under Parent with the SEC, and (iv) all amendments and supplements to all such reports and registration statements filed by Parent with the SEC (collectively, the "Parent SEC Reports"). The Parent SEC Reports (i) were prepared in all material respects in accordance with the requirements of the Securities Act or the Exchange Act, as the case may be, together with all certifications required pursuant to the Xxxxxxxx-Xxxxx Act of 2002 and (the “Xxxxxxxx-Xxxxx Act”ii) (such documents and any other documents filed by the Company or any Company Subsidiary with the SEC, as have been supplemented, modified or amended since did not at the time of filing, collectively, the “Company SEC Documents”). As of their respective effective dates they were filed (in the case of the Company SEC Documents that are registration statements filed pursuant to the requirements of the Securities Act) and as of their respective SEC filing dates (in the case of all other Company SEC Documents), or in each case, if amended or superseded by a filing prior to the date hereofof this Agreement, as of then on the date of the last such amendment, the Company SEC Documents (ifiling) 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 and (ii) complied in all material respects with the applicable requirements of the Exchange Act or the Securities Act, as the case may be, the Xxxxxxxx-Xxxxx Act and the applicable rules and regulations of the SEC thereundermisleading. None of the Company Subsidiaries Parent's subsidiaries is required to file any forms, reports or other documents with the SEC. All Since September 29, 1997, which is the date of the audited last Parent SEC Report, no event has occurred that, individually or in the aggregate, has had or would reasonably be expected to have a Parent Material Adverse Effect. (b) Each of the consolidated financial statements and unaudited consolidated interim financial statements of the Company and the consolidated Company Subsidiaries included (including, in each case, any related notes thereto) contained in the Company Parent SEC Documents, including the related notes and schedules (collectively, the “Company Financial Statements”) (A) have Reports has been prepared in accordance with GAAP generally accepted accounting principles applied on a consistent basis during throughout the periods involved (except as may be indicated in the notes thereto or, in the case of interim financial statements, for normal and recurring year-end adjustmentsthereto) and (B) each fairly present presents in all material respects the consolidated financial position of Parent and its subsidiaries as at the respective dates thereof and the consolidated results of operations, its operations and cash flows and changes in stockholders’ ' equity of the Company and the consolidated Company Subsidiaries as of the dates and for the periods referred to therein (indicated, except as may be indicated in that the notes thereto or, in the case of unaudited interim financial statements, for statements were or are subject to normal and recurring year-end adjustments)adjustments which were not or are not expected to be material in amount. (b) Neither the Company nor any of the Company Subsidiaries is a party to, nor has any commitment to become a party to, any joint venture, off-balance sheet partnership or similar Contract (including any Contract or arrangement relating to any transaction or relationship between or among the Company, 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 promulgated by the SEC), where the result, purpose or intended effect of such Contract is to avoid disclosure of any material transaction involving, or material liabilities of, the Company in its published financial statements or other Company SEC Documents. (c) Without limiting the generality of Section 4.7(a), since May 31, 2010, (i) Deloitte & Touche LLP and KPMG LLP have not resigned or been dismissed as independent public accountants of the Company as a result of or in connection with any disagreement with the Company on a matter of accounting principles or practices, financial statement disclosure or auditing scope or procedure, (ii) no executive officer of the Company 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 the Company with the SEC since the enactment of the Xxxxxxxx-Xxxxx Act, and neither the Company nor any of its executive officers has received notice from any Governmental Entity challenging or questioning the accuracy, completeness or manner of the filing of the certification required by the Xxxxxxxx-Xxxxx Act and made by the Company’s principal executive officer and principal financial officer and (iii) no enforcement action has been initiated or, to the knowledge of the Company, threatened against the Company by the SEC relating to disclosures contained in any Company SEC Document. (d) Except as permitted by the Exchange Act, including Sections 13(k)(2) and (3) or rules of the SEC, since the enactment of the Xxxxxxxx-Xxxxx Act, neither the Company nor any of its affiliates has made, arranged or modified (in any material way) any extensions of credit in the form of a personal loan to any executive officer or director of the Company.

SEC Filings; Financial Statements. (a) Since May 31, 2010, the Company has timely filed or otherwise furnished (as applicable) all registration All statements, prospectusesreports, schedules, forms, reports, certifications, statements exhibits and other documents required to be have been filed by the Company with the SEC since January 1, 1998 (the “Company SEC Documents”) have been so filed. As of their respective dates (or, if amended or furnished superseded by it under a filing prior to the date of this Agreement, then on the date of such amendment or superseding filing): (i) each of the Company SEC Documents complied in all material respects with the applicable requirements of the Securities Act or the Exchange Act, Act (as the case may be, together with all certifications required pursuant to the Xxxxxxxx-Xxxxx Act of 2002 ); and (the “Xxxxxxxx-Xxxxx Act”ii) (such documents and any other documents filed by the Company or any Company Subsidiary with the SEC, as have been supplemented, modified or amended since the time of filing, collectively, the “Company SEC Documents”). As of their respective effective dates (in the case none of the Company SEC Documents that are registration statements filed pursuant to the requirements of the Securities Act) and as of their respective SEC filing dates (in the case of all other Company SEC Documents), or in each case, if amended prior to the date hereof, as of the date of the last such amendment, the Company SEC Documents (i) did not contain contained any untrue statement of a material fact or omit omitted to state a material fact required to be stated therein or necessary in order to make the statements made therein, in the light of the circumstances under which they were made, not misleading misleading. (b) The Company SEC Documents include all certifications and statements required of it, if any, by (i) the SEC’s Order dated June 27, 2002 pursuant to Section 21(a)(1) of the Exchange Act (File No. 4-460), (ii) Rule 13a-14 or 15d-14 under the Exchange Act, and (iii) 18 U.S.C. § 1350 (Section 906 of the Xxxxxxxx-Xxxxx Act of 2002), and each of such certifications and statements contain no qualifications or exceptions to the matters certified therein other than a knowledge qualification, permitted under such provision, and have not been modified or withdrawn and neither the Company nor any of its officers has received any notice from the SEC or any other Governmental Body questioning or challenging the accuracy, completeness, form or manner of filing or submission of such certifications or statements. (c) The Company is in compliance in all material respects with all of the provisions of the Xxxxxxxx-Xxxxx Act of 2002, and the provisions of the Exchange Act and the Securities Act relating thereto, which under the terms of such provisions (including the dates by which such compliance is required) have become applicable to the Company. (d) The financial statements (including related notes, if any) contained in the Company SEC Documents (the “Company Financial Statements”): (i) complied as to form in all material respects with the applicable requirements of the Exchange Act or the Securities Act, as the case may be, the Xxxxxxxx-Xxxxx Act and the applicable published rules and regulations of the SEC thereunder. None of the Company Subsidiaries is required to file any forms, reports or other documents with the SEC. All of the audited consolidated financial statements and unaudited consolidated interim financial statements of the Company and the consolidated Company Subsidiaries included in the Company SEC Documents, including the related notes and schedules applicable thereto; (collectively, the “Company Financial Statements”ii) (A) have been were prepared in accordance with GAAP United States generally accepted accounting principles (“GAAP”) applied on a consistent basis during throughout the periods involved covered (except as may be indicated in the notes thereto to such financial statements or, in the case of interim financial unaudited statements, for as permitted by Form 10-Q of the SEC, and except that the unaudited financial statements may not have contained footnotes and were subject to normal and recurring year-end adjustments) adjustments which were not, or are not reasonably expected to be, individually or in the aggregate, material); and (Biii) fairly present presented in all material respects the consolidated financial position of the Company and its consolidated subsidiaries as of the respective dates thereof and the consolidated results of operations, operations and cash flows and changes in stockholders’ equity of the Company and the its consolidated Company Subsidiaries as of the dates and subsidiaries for the periods referred to therein (except as may be indicated in the notes thereto orcovered thereby. For purposes of this Agreement, in the case of interim financial statements, for normal and recurring year-end adjustments). (b) Neither the “Company nor any Balance Sheet” means that consolidated balance sheet of the Company Subsidiaries is a party toand its consolidated subsidiaries as of June 30, nor has any commitment to become a party to, any joint venture, off-balance sheet partnership or similar Contract (including any Contract or arrangement relating to any transaction or relationship between or among 2003 set forth in the Company, ’s Quarterly Report 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 “offForm 10-balance sheet arrangements” (as defined in Item 303(a) of Regulation S-K promulgated by the SEC), where the result, purpose or intended effect of such Contract is to avoid disclosure of any material transaction involving, or material liabilities of, the Company in its published financial statements or other Company SEC Documents. (c) Without limiting the generality of Section 4.7(a), since May 31, 2010, (i) Deloitte & Touche LLP and KPMG LLP have not resigned or been dismissed as independent public accountants of the Company as a result of or in connection with any disagreement with the Company on a matter of accounting principles or practices, financial statement disclosure or auditing scope or procedure, (ii) no executive officer of the Company 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 Q filed by the Company with the SEC since and the enactment of the Xxxxxxxx-Xxxxx Act“Company Balance Sheet Date” means June 30, and neither the Company nor any of its executive officers has received notice from any Governmental Entity challenging or questioning the accuracy, completeness or manner of the filing of the certification required by the Xxxxxxxx-Xxxxx Act and made by the Company’s principal executive officer and principal financial officer and (iii) no enforcement action has been initiated or, to the knowledge of the Company, threatened against the Company by the SEC relating to disclosures contained in any Company SEC Document2003. (d) Except as permitted by the Exchange Act, including Sections 13(k)(2) and (3) or rules of the SEC, since the enactment of the Xxxxxxxx-Xxxxx Act, neither the Company nor any of its affiliates has made, arranged or modified (in any material way) any extensions of credit in the form of a personal loan to any executive officer or director of the Company.

SEC Filings; Financial Statements. (a) Since May 31Except as set forth in Section 2.17 of the St. Jxxxxx Disclosure Schedules, 2010, the Company St. Jxxxxx has timely filed or otherwise furnished (as applicable) all registration statements, prospectuses, forms, reports, certificationsschedules, statements and other documents required to be filed or furnished by it under with the SEC since January 1, 2004 (the “SEC Reports”). As of their respective dates, the SEC Reports (i) complied in all material respects with the requirements of the Securities Act or the Securities Exchange Act, as the case may be, together with all certifications required pursuant and the rules and regulations promulgated thereunder applicable to such SEC Reports and, to the Xxxxxxxx-Xxxxx Act of 2002 extent applicable, SOX, and (the “Xxxxxxxx-Xxxxx Act”ii) (such documents and any other documents filed by the Company or any Company Subsidiary with the SECdid not, as have been supplemented, modified or amended since at the time of filingthey were filed, collectively, the “Company SEC Documents”). As of their respective effective dates (in the case of the Company SEC Documents that are registration statements filed pursuant to the requirements of the Securities Act) and as of their respective SEC filing dates (in the case of all other Company SEC Documents), or in each caseor, if amended prior to the date hereofamended, as of the date of the last such amendment, the Company SEC Documents (i) 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 misleading. Except to the extent that information contained in any SEC Report filed and (ii) complied in all material respects with publicly available prior to the applicable requirements date of the Exchange Act this Agreement has been revised or the Securities Actsuperseded by a later filed SEC Report, as the case may be, the Xxxxxxxx-Xxxxx Act and the applicable rules and regulations none of the SEC thereunder. None Reports contains any untrue statement of a material fact or omits to state a material fact required to be stated therein or necessary in order to make the statements therein, in light of the Company Subsidiaries is required circumstances under which they were made, not misleading. St. Jxxxxx has made available to file any formsOld National copies of all comment letters received by St. Jxxxxx from the SEC since January 1, reports 2004 relating to the SEC Reports, together with all written responses of St. Jxxxxx thereto. As of the date of this Agreement, there are no outstanding or other documents with unresolved comments in such comment letters received by St. Jxxxxx from the SEC. All As of the audited consolidated financial statements and unaudited consolidated interim financial statements date of this Agreement, to the knowledge of St. Jxxxxx none of the Company and SEC Reports is the consolidated Company Subsidiaries included in subject of any ongoing review by the Company SEC Documents, including the related notes and schedules (collectively, the “Company Financial Statements”) (A) have been 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 interim financial statements, for normal and recurring year-end adjustments) and (B) fairly present in all material respects the consolidated financial position and the consolidated results of operations, cash flows and changes in stockholders’ equity of the Company and the consolidated Company Subsidiaries as of the dates and for the periods referred to therein (except as may be indicated in the notes thereto or, in the case of interim financial statements, for normal and recurring year-end adjustments)SEC. (b) Neither the Company nor any of the Company St. Jxxxxx and its Subsidiaries is a party to, nor has any commitment to become a party to, any joint venture, off-balance sheet partnership or similar Contract (including any Contract or arrangement relating to any transaction or relationship between or among the Company, on the one hand, maintain disclosure controls 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 promulgated by the SEC), where the result, purpose or intended effect of such Contract is to avoid disclosure of any material transaction involving, or material liabilities of, the Company in its published financial statements or other Company SEC Documents. (c) Without limiting the generality of Section 4.7(a), since May 31, 2010, (i) Deloitte & Touche LLP and KPMG LLP have not resigned or been dismissed as independent public accountants of the Company as a result of or in connection with any disagreement with the Company on a matter of accounting principles or practices, financial statement disclosure or auditing scope or procedure, (ii) no executive officer of the Company 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 the Company with the SEC since the enactment of the Xxxxxxxx-Xxxxx Act, and neither the Company nor any of its executive officers has received notice from any Governmental Entity challenging or questioning the accuracy, completeness or manner of the filing of the certification procedures required by the Xxxxxxxx-Xxxxx Act and made by the Company’s principal executive officer and principal financial officer and (iii) no enforcement action has been initiated or, to the knowledge of the Company, threatened against the Company by the SEC relating to disclosures contained in any Company SEC Document. (d) Except as permitted by Rule 13a-15 or 15d-15 under the Exchange Act, including Sections 13(k)(2) . Such disclosure controls and (3) or rules procedures are effective to ensure that information required to be disclosed by St. Jxxxxx is recorded and reported on a timely basis to the individuals responsible for the preparation of the SEC, since the enactment of the Xxxxxxxx-Xxxxx Act, neither the Company nor any of St. Joseph’s SEC reports and other public disclosure documents. St. Jxxxxx and its affiliates has made, arranged or modified (Subsidiaries maintain internal control over financial reporting in any material way) any extensions of credit in the form of a personal loan to any executive officer or director of the Companycompliance with all applicable Laws.

SEC Filings; Financial Statements. (a) Since May 31, 2010, the The Company has timely filed all forms or otherwise furnished (as applicable) all registration statements), prospectuses, forms, reports, certifications, statements reports and other documents required to be filed with or furnished to the SEC by it under the Company since January 1, 2011 (the “Applicable Date”) (the forms, reports and other documents filed or furnished since the Applicable Date, as the same may have been supplemented, modified or amended since the time of filing or furnishing, collectively, the “Company SEC Reports”). As of the date of filing, in the case of Company SEC Reports filed pursuant to the Exchange Act (and to the extent such Company SEC Reports were amended, then as of the date of filing of such amendment), and as of the date of effectiveness in the case of Company SEC Reports filed pursuant to the Securities Act of 1933, as amended (the “Securities Act”) (and to the extent such Company SEC Reports were amended, then as of the date of effectiveness of such amendment), the Company SEC Reports (i) complied as to form in all material respects with the requirements of the Securities Act or the Exchange Act, as the case may be, together with all certifications required pursuant to and the Xxxxxxxx-Xxxxx Act of 2002 (the “Xxxxxxxx-Xxxxx Act”) (such documents rules and any other documents filed by the Company or any Company Subsidiary with the SECregulations promulgated thereunder, each as have been supplemented, modified or amended since the time of filing, collectively, the “Company SEC Documents”). As of their respective effective dates (in the case of the Company SEC Documents that are registration statements filed pursuant to the requirements of the Securities Act) and as of their respective SEC filing dates (in the case of all other Company SEC Documents), or in each case, if amended prior to effect on the date hereofso filed or effective, as of the date of the last such amendment, the Company SEC Documents and (iii) 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 as of its filing date or effective date (as applicable). (b) Each of the consolidated financial statements (including, in each case, any notes thereto) contained in or incorporated by reference into the Company SEC Reports 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 (ii) complied each fairly presents, in all material respects respects, the consolidated financial position, results of operations, changes in shareholders’ equity and cash flows of the Group Companies, as applicable, as at the respective dates thereof and for the respective periods indicated therein (subject, in the case of unaudited interim statements, to normal year-end audit adjustments which are not material in the aggregate and the exclusion of certain notes in accordance with the applicable requirements of the Exchange Act or the Securities Act, as the case may be, the Xxxxxxxx-Xxxxx Act and the applicable rules and regulations of the SEC thereunderrelating to unaudited financial statements), in each case, in accordance with GAAP. None The unaudited consolidated balance sheet of the Company Subsidiaries is required as of December 31, 2013 (the “Balance Sheet Date”) provided to file any forms, reports or other documents with Parent prior to the SEC. All date of this Agreement (the audited consolidated financial statements “Balance Sheet”) and the unaudited consolidated interim financial statements income statement of the Company and for the consolidated Company Subsidiaries included in year ended December 31, 2013 provided to Parent prior to the Company SEC Documents, including the related notes and schedules (collectively, the “Company Financial Statements”) (A) date of this Agreement have been prepared in accordance with GAAP applied on a consistent basis during throughout the periods involved indicated (except as may be indicated therein or in the notes thereto orthereto), and (except as as may be indicated therein or in the case of interim financial statements, for normal and recurring year-end adjustments) and (Bnotes thereto) fairly present in all material respects the consolidated financial position and the consolidated results of operations, cash flows and changes in stockholders’ equity of the Company and the its consolidated Company Subsidiaries as of the dates of, and for the periods referred to therein (except as may be indicated in the notes thereto or, in the case of interim financial statements, for normal and recurring year-end adjustments). (b) Neither the Company nor any of the Company Subsidiaries is a party to, nor has any commitment to become a party to, any joint venture, off-balance sheet partnership or similar Contract (including any Contract or arrangement relating to any transaction or relationship between or among the Company, 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 promulgated by the SEC), where the result, purpose or intended effect of such Contract is to avoid disclosure of any material transaction involving, or material liabilities ofperiod ended on, the Company in its published financial statements or other Company SEC DocumentsBalance Sheet Date. (c) Without limiting No Group Company has any liabilities of any nature (whether accrued, absolute, determined, determinable, fixed, contingent or otherwise) which would be required to be reflected or reserved against on a consolidated balance sheet of the generality of Section 4.7(a)Company prepared in accordance with GAAP, since May 31, 2010, except liabilities (i) Deloitte & Touche LLP and KPMG LLP have not resigned reflected or been dismissed as independent public accountants of reserved against on the Company as a result of Balance Sheet (including the notes thereto), (ii) incurred pursuant to this Agreement or in connection with any disagreement the Transactions, (iii) incurred since the Balance Sheet Date in the ordinary course of business and in a manner consistent with past practice, or (iv) that would not have or result in a Company Material Adverse Effect. (d) As of their respective effective dates or filing or furnishing dates, as applicable, the Company on a matter of accounting principles or practices, financial statement disclosure or auditing scope or procedure, (ii) no executive officer of the Company has failed SEC Reports complied in any respect to make, without qualification, the certifications required of him or her under Section 302 or 906 all material respects with all provisions of the Xxxxxxxx-Xxxxx Act with respect of 2002 which are applicable to any form, report it. The Company maintains disclosure controls and procedures as required by Rule 13a-15 or schedule filed Rule 15d-15 under the Exchange Act. Such disclosure controls and procedures are designed to ensure that all material information required to be disclosed by the Company with and its Subsidiaries in the Company SEC since Reports is made known on a timely basis to the enactment individuals responsible for the preparation of the Xxxxxxxx-Xxxxx Act, and neither Company SEC Reports. (e) Neither the Company nor any of its executive officers has received notice from any Governmental Entity challenging or questioning the accuracy, completeness or manner of the filing of the certification required by the Xxxxxxxx-Xxxxx Act and made by the Company’s principal executive officer and principal financial officer and (iii) no enforcement action has been initiated ornor, to the knowledge of the Company, threatened against the Company Company’s independent registered public accounting firm, has identified or been made aware of “significant deficiencies” or “material weaknesses” (as defined by the SEC relating Public Company Accounting Oversight Board) in the design or operation of the Company’s internal controls and procedures which could reasonably adversely affect the Company’s ability to disclosures contained record, process, summarize or report financial data, in any Company SEC Documenteach case which has not been subsequently remediated. (df) Except The Group Companies maintain a system of internal control over financial reporting as permitted required by Rule 13a-15 under the Exchange Act, including Sections 13(k)(2. Such system of internal control over financial reporting is designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with GAAP. (g) The Company is in compliance in all material respects with the applicable listing and (3) or corporate governance rules and regulations of the SEC, since the enactment Nasdaq. (h) None of the XxxxxxxxGroup Companies has any off-Xxxxx balance sheet arrangement (as defined in Item 303 of Regulation S-K promulgated under the Securities Act, neither ) that would be required to be disclosed under Item 303 of Regulation S-K promulgated under the Company nor any of its affiliates has made, arranged or modified (in any material way) any extensions of credit in the form of a personal loan to any executive officer or director of the CompanySecurities Act.

SEC Filings; Financial Statements. (a) Since May 31January 1, 20102008, the Company has timely filed with or otherwise furnished to (as applicable) the SEC all registration statements, prospectuses, forms, reports, certificationsdefinitive proxy statements, statements schedules and other documents required to be filed or furnished by it under the Securities Act or the Exchange Act, as the case may be, together with all certifications required pursuant to the XxxxxxxxSxxxxxxx-Xxxxx Act of 2002 2002, as amended (the “XxxxxxxxSxxxxxxx-Xxxxx Act”) (such documents and any other documents filed by the Company or any Company Subsidiary with the SEC, as have been supplemented, modified or amended since the time of filingfiling and including all schedules, exhibits and other information incorporated by reference therein, collectively, the “Company SEC Documents”). As of their respective effective dates (in the case All of the Company SEC Documents that are registration statements have been timely filed pursuant or furnished to the requirements of the Securities Act) and as SEC. As of their respective SEC filing dates (in the case of all other Company SEC Documents), or in each caseor, if supplemented, modified or amended prior to since the date hereoftime of filing, as of the date of the last such most recent supplement, modification or amendment, the Company SEC Documents (ia) did not contain at the time each such document was filed contain, and in the case of filings made after the date hereof, will not contain, any untrue statement of a material fact or omit omit, and in the case of filings made after the date hereof, will not 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 and (iib) complied complied, and in the case of filings made after the date hereof, will comply, in all material respects with the applicable requirements of the Exchange Act or the Securities Act, as the case may be, and the XxxxxxxxSxxxxxxx-Xxxxx Act and Act, each in effect on the applicable rules and regulations of the SEC thereunderdate each such document was filed. None of the Company Subsidiaries is currently required to file any forms, registration statements, prospectuses, reports or other documents with the SECSEC by law or by contract. All of the The audited consolidated financial statements and unaudited consolidated interim financial statements of the Company and the consolidated Company Subsidiaries included in the Company SEC Documents, including the related notes and schedules included, or incorporated by reference, in the Company SEC Documents (collectively, the “Company Financial Statements”) (Ai) complied or, in the case of Company Financial Statements filed after the date hereof, will comply as of their respective dates of filing in all material respects with the then applicable accounting requirements and the published rules and regulations of the SEC with respect thereto, (ii) have been prepared or, in the case of Company Financial Statements filed after the date hereof, will be prepared in accordance with GAAP (as in effect in the United States on the date of such Company Financial Statement) applied on a consistent basis during the periods involved (except as may be indicated in the notes thereto or, in the case of interim financial statements, for normal and recurring year-end adjustmentsadjustments 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 that were not or are not expected to be material in nature) and (Biii) fairly present present, or, in the case of Company Financial Statements filed after the date hereof, will fairly present, in all material respects the consolidated financial position and the consolidated results of operations, cash flows and changes in stockholders’ common stock equity of the Company and the consolidated Company Subsidiaries as of the dates and for the periods referred to therein (except as may be indicated in the notes thereto orexcept, in the case of interim financial statements, for normal and recurring year-end adjustments). (b) Neither the Company nor any of the Company Subsidiaries is a party to, nor has any commitment to become a party to, any joint venture, off-balance sheet partnership or similar Contract (including any Contract or arrangement relating to any transaction or relationship between or among the Company, on the one hand, adjustments 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 promulgated by the SEC), where the result, purpose or intended effect of such Contract is to avoid disclosure of any material transaction involving, or material liabilities of, the Company in its published financial statements or other Company SEC Documents. (c) Without limiting the generality of Section 4.7(a), since May 31, 2010, (i) Deloitte & Touche LLP and KPMG LLP have not resigned or been dismissed as independent public accountants of the Company as a result of or in connection with any disagreement with the Company on a matter of accounting principles or practices, financial statement disclosure or auditing scope or procedure, (ii) no executive officer of the Company 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 the Company with the SEC since the enactment of the Xxxxxxxx-Xxxxx Act, and neither the Company nor any of its executive officers has received notice from any Governmental Entity challenging or questioning the accuracy, completeness or manner of the filing of the certification required by the Xxxxxxxx-Xxxxx Act and made by the Company’s principal executive officer and principal financial officer and (iii) no enforcement action has been initiated or, to the knowledge of the Company, threatened against the Company may be permitted by the SEC relating to disclosures contained in on Form 10-Q, Form 8-K or any Company SEC Document. (d) Except as permitted by successor or like form under the Exchange Act, including Sections 13(k)(2) Act and (3) that were not or rules of the SEC, since the enactment of the Xxxxxxxx-Xxxxx Act, neither the Company nor any of its affiliates has made, arranged or modified (are not expected to be material in any material way) any extensions of credit in the form of a personal loan to any executive officer or director of the Companynature).

SEC Filings; Financial Statements. (a) Since May 31January 1, 20102016, the Company has has, in all material respects, timely filed with or otherwise furnished (as applicable) to the U.S. Securities and Exchange Commission (“SEC”) all registration statements, prospectuses, forms, reports, certificationsproxy statements, schedules, statements and other documents required to be filed or furnished by it with the SEC under the Securities Act or the Exchange Act, as the case may be, together with all certifications required pursuant to the Xxxxxxxx-Xxxxx Act of 2002 (the “Xxxxxxxx-Xxxxx Act”) be (such documents and any other documents filed or furnished by the Company or any Company Subsidiary with the SEC, as have been supplemented, modified or amended since the time of filing, collectively, the “Company SEC Documents”). As of their respective effective dates (in the case of the Company SEC Documents that are registration statements filed pursuant to the requirements of the Securities Act) and as of their respective SEC filing dates (in the case of all other Company SEC Documents), or in each caseor, if supplemented, modified or amended prior to the date hereof, as of the date of the last such most recent supplement, modification or amendment, the Company SEC Documents (i) did not (or, with respect to the Company SEC Documents filed after the date hereof, 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 light of the circumstances under which they were made, not misleading and (ii) complied as to form in all material respects with the applicable requirements of the Exchange Act, the Securities Act or the Securities Xxxxxxxx-Xxxxx Act, as the case may be, the Xxxxxxxx-Xxxxx Act and the applicable rules and regulations of the SEC thereunderthereunder and the listing and corporate governance rules and regulations of NASDAQ. None of the Company Company’s Subsidiaries is required to file any forms, periodic reports or other documents with the SEC. All As of the date of this Agreement, there are no outstanding or unresolved comments in any comment letters of the staff of the SEC received by the Company or any Company Subsidiary relating to the Company SEC Documents. To the Knowledge of the Company, as of the date hereof, none of the Company SEC Documents is the subject of ongoing SEC review or outstanding SEC investigation. (b) The audited consolidated financial statements and unaudited consolidated interim financial statements of the Company and the consolidated Company Subsidiaries (including, in each case, any related notes thereto) included in the Company SEC Documents, including the related notes and schedules Documents (collectively, the “Company Financial Statements”) (Ai) have been prepared when filed complied as to form in accordance all material respects with GAAP applied on a consistent basis during the periods involved (except as may be indicated in published rules and regulations of the notes SEC with respect thereto or, in the case of interim financial statements, for normal and recurring year-end adjustments) and (Bii) fairly present in all material respects the consolidated financial position and the consolidated results of operations, cash flows and changes in stockholders’ equity of the Company and the consolidated Company Subsidiaries Subsidiaries, taken as a whole, as of the dates and for the periods referred to therein in accordance with GAAP applied on a consistent basis during the periods involved (except as may be indicated in the notes thereto orsubject, in the case of interim financial statements, for to normal and recurring year-end adjustmentsadjustments and the absence of notes and except as may be indicated in the notes thereto). (bc) Neither the Company nor any of the Company Subsidiaries is a party to, nor or has any commitment to become a party to, any joint venture, off-balance sheet partnership or similar Contract (including any Contract or arrangement relating to any transaction or relationship between or among the Company, 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-off balance sheet arrangements” (as defined in Item 303(a) of Regulation S-K promulgated by the SEC), where the result, purpose or intended effect of such Contract arrangement is to avoid disclosure of any material transaction involving, or material liabilities of, the Company or any Company Subsidiary in its published financial statements or other the Company SEC Documents. (c) Without limiting the generality of Section 4.7(a), since May 31, 2010, (i) Deloitte & Touche LLP and KPMG LLP have not resigned or been dismissed as independent public accountants of the Company as a result of or in connection with any disagreement with the Company on a matter of accounting principles or practices, financial statement disclosure or auditing scope or procedure, (ii) no executive officer of the Company 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 the Company with the SEC since the enactment of the Xxxxxxxx-Xxxxx Act, and neither the Company nor any of its executive officers has received notice from any Governmental Entity challenging or questioning the accuracy, completeness or manner of the filing of the certification required by the Xxxxxxxx-Xxxxx Act and made by the Company’s principal executive officer and principal financial officer and (iii) no enforcement action has been initiated or, to the knowledge of the Company, threatened against the Company by the SEC relating to disclosures contained in any Company SEC Document. (d) Except as permitted by the Exchange Act, including Sections 13(k)(2) and (3) or rules of the SEC, since the enactment of the Xxxxxxxx-Xxxxx Act, neither the Company nor any of its affiliates has made, arranged or modified (in any material way) any extensions of credit in the form of a personal loan to any executive officer or director of the Company.

SEC Filings; Financial Statements. (a) Since May 31Other than such documents that can be obtained on the SEC’s website at xxx.xxx.xxx, 2010, the Company Xxxxxx has timely filed or otherwise furnished (as applicable) made available to Iris accurate and complete copies of all registration statements, prospectusesproxy statements, formsMeadow Certifications (as defined below) and other statements, reports, certificationsschedules, statements forms and other documents filed by Meadow with the SEC between January 1, 2020 and the date hereof (the “Meadow SEC Documents”). Since the date of the Meadow Balance Sheet, all material statements, reports, schedules, forms and other documents required to be have been filed by Meadow or furnished its officers with the SEC have been so filed on a timely basis. As of the time it was filed with the SEC (or, if amended or superseded by it under a filing prior to the date of this Agreement, then on the date of such filing), each of the Meadow SEC Documents complied in all material respects with the applicable requirements of the Securities Act or the Exchange Act, Act (as the case may be, together with all certifications required pursuant to the Xxxxxxxx-Xxxxx Act of 2002 (the “Xxxxxxxx-Xxxxx Act”) (such documents and any other documents filed by the Company or any Company Subsidiary with the SEC, as have been supplemented, modified or amended since the time of filing, collectively, the “Company SEC Documents”). As of their respective effective dates (in the case of the Company SEC Documents that are registration statements filed pursuant to the requirements of the Securities Act) and as of their respective SEC filing dates (in the case of all other Company SEC Documents), or in each case, if amended prior to the date hereofand, as of the date time they were filed, none of the last such amendment, the Company Meadow SEC Documents (i) did not contain contained any untrue statement of a material fact or omit omitted to state a material fact required to be stated therein or necessary in order to make the statements made therein, in light of the circumstances under which they were made, not misleading (or, in the case of a Meadow SEC Document that is a registration statement, as amended or supplemented, if applicable, filed pursuant to the Securities Act, as of the date such registration statement or amendment became effective, contained any untrue statement of a material fact or omitted to state any material fact required to be stated therein or necessary to make the statements made therein not misleading); provided, however, that no representation is made as to the accuracy of any financial projections or forward-looking statements or the completeness of any information furnished by Xxxxxx to the SEC solely for the purposes of complying with Regulation FD promulgated under the Exchange Act. The certifications and statements required by (i) Rule 13a-14 under the Exchange Act and (ii) 18 U.S.C. §1350 (Section 906 of the Xxxxxxxx-Xxxxx Act) relating to the Meadow SEC Documents (collectively, the “Meadow Certifications”) are accurate and complete in all material respects and comply as to form and content in all material respects with all applicable Laws. As used in this Section 4.6, the term “file” and variations thereof shall be broadly construed to include any manner in which a document or information is furnished, supplied or otherwise made available to the SEC. (b) The financial statements (including any related notes) contained or incorporated by reference in the Meadow SEC Documents: (i) complied as to form in all material respects with the applicable requirements of the Exchange Act or the Securities Act, as the case may be, the Xxxxxxxx-Xxxxx Act and the applicable published rules and regulations of the SEC thereunder. None of the Company Subsidiaries is required to file any forms, reports or other documents with the SEC. All of the audited consolidated financial statements and unaudited consolidated interim financial statements of the Company and the consolidated Company Subsidiaries included in the Company SEC Documents, including the related notes and schedules applicable thereto; (collectively, the “Company Financial Statements”ii) (A) have been were prepared in accordance with GAAP applied on a consistent basis during the periods involved (except as may be indicated in the notes thereto to such financial statements or, in the case of interim unaudited financial statements, for except as permitted by the SEC on Form 10-Q under the Exchange Act, and except that the unaudited financial statements may not contain footnotes and are subject to normal and recurring year-end adjustments) applied on a consistent basis unless otherwise noted therein throughout the periods indicated; and (iii) fairly present, in all material respects, the financial position of Meadow and its consolidated Subsidiaries as of the respective dates thereof and the results of operations and cash flows of Meadow and its consolidated Subsidiaries for the periods covered thereby. Other than as expressly disclosed in the Meadow SEC Documents filed between January 1, 2020 and the date hereof there has been no material change in Xxxxxx’s accounting methods or principles that would be required to be disclosed in Meadow’s financial statements in accordance with GAAP. (c) As of the date of this Agreement, Meadow is in compliance in all material respects with the applicable current listing and governance rules and regulations of Nasdaq. (d) Meadow maintains a system of internal control over financial reporting (as defined in Rules 13a-15(f) and 15d-15(f) of the Exchange Act) that is designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with GAAP and to provide reasonable assurance (i) that transactions are recorded as necessary to permit preparation of financial statements in accordance with GAAP, (ii) that receipts and expenditures are made only in accordance with authorizations of management and the Meadow Board and (iii) regarding prevention or timely detection of the unauthorized acquisition, use or disposition of Meadow’s assets that could have a material effect on Xxxxxx’s financial statements. Meadow has evaluated the effectiveness of Meadow’s system of internal control over financial reporting as of December 31, 2021, and, to the extent required by applicable Law, presented in any applicable Meadow SEC Document that is a report on Form 10-K or Form 10-Q (or any amendment thereto) its conclusions about the effectiveness of the internal control over financial reporting as of the end of the period covered by such report or amendment based on such evaluation. Xxxxxx has disclosed, based on its most recent evaluation of internal control over financial reporting, to Xxxxxx’s auditors and audit committee (and made available to Iris a summary of the significant aspects of such disclosure) (A) all significant deficiencies, if any, in the design or operation of internal control over financial reporting that are reasonably likely to adversely affect Xxxxxx’s ability to record, process, summarize and report financial information and (B) fairly present any known fraud that involves management or other employees who have a significant role in all Meadow’s internal control over financial reporting. Meadow has not identified, based on its most recent evaluation of internal control over financial reporting, any material respects the consolidated financial position and the consolidated results of operations, cash flows and changes in stockholders’ equity of the Company and the consolidated Company Subsidiaries as of the dates and for the periods referred to therein (except as may be indicated weaknesses in the notes thereto or, in the case design or operation of interim Meadow’s internal control over financial statements, for normal and recurring year-end adjustments)reporting. (be) Neither the Company nor any of the Company Subsidiaries is a party to, nor has any commitment to become a party to, any joint venture, off-balance sheet partnership or similar Contract (including any Contract or arrangement relating to any transaction or relationship between or among the Company, on the one hand, Meadow maintains “disclosure controls 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 arrangementsprocedures” (as defined in Item 303(aRules 13a-15(e) and 15d-15(e) of Regulation S-K promulgated by the SEC), where the result, purpose or intended effect of such Contract is to avoid disclosure of any material transaction involving, or material liabilities of, the Company in its published financial statements or other Company SEC Documents. (c) Without limiting the generality of Section 4.7(a), since May 31, 2010, (i) Deloitte & Touche LLP and KPMG LLP have not resigned or been dismissed as independent public accountants of the Company as a result of or in connection with any disagreement with the Company on a matter of accounting principles or practices, financial statement disclosure or auditing scope or procedure, (ii) no executive officer of the Company 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 the Company with the SEC since the enactment of the Xxxxxxxx-Xxxxx Act, and neither the Company nor any of its executive officers has received notice from any Governmental Entity challenging or questioning the accuracy, completeness or manner of the filing of the certification required by the Xxxxxxxx-Xxxxx Act and made by the Company’s principal executive officer and principal financial officer and (iii) no enforcement action has been initiated or, to the knowledge of the Company, threatened against the Company by the SEC relating to disclosures contained in any Company SEC Document. (d) Except as permitted by the Exchange Act, including Sections 13(k)(2) and (3) or rules of the SEC, since the enactment of the Xxxxxxxx-Xxxxx Act, neither the Company nor any of its affiliates has made, arranged or modified (in any material way) any extensions of credit that are reasonably designed to ensure that information required to be disclosed by Xxxxxx in the form of a personal loan periodic reports that it files or submits under the Exchange Act is recorded, processed, summarized and reported within the required time periods, and that all such information is accumulated and communicated to any executive officer or director of Meadow’s management as appropriate to allow timely decisions regarding required disclosure and to make the CompanyMeadow Certifications.

SEC Filings; Financial Statements. (a) Since May 31, 2010, the The Company has timely filed or otherwise furnished (as applicable) all registration statements, prospectuses, forms, reports, certificationsdocuments, statements and other documents reports required to be filed or furnished under the Exchange Act prior to the date hereof by it under with the SEC since December 31, 2007 (the forms, documents, statements and reports filed with the SEC since December 31, 2007, including any amendments thereto, the “Company SEC Reports”). As of their respective dates, or, if amended or superseded by a subsequent filing, as of the date of the last such amendment or superseding filing prior to the date hereof, the Company SEC Reports complied, and each of the Company SEC Reports filed subsequent to the date of this Agreement will comply, in all material respects with the requirements of the Securities Act or Act, the Exchange Act, as the case may be, together with all certifications required pursuant to Act and the Xxxxxxxx-Xxxxx Act of 2002 (the “Xxxxxxxx-Xxxxx Act”) (such documents ), as the case may be, and any other documents filed by the Company or any Company Subsidiary applicable rules and regulations promulgated thereunder. As of the time of filing with the SEC, as have been supplemented, modified or amended since the time of filing, collectively, the “Company SEC Documents”). As of their respective effective dates (in the case none of the Company SEC Documents Reports so filed or that are registration statements will be filed pursuant to the requirements of the Securities Act) and as of their respective SEC filing dates (in the case of all other Company SEC Documents), or in each case, if amended prior subsequent to the date hereofof this Agreement contained or will contain, as of the date of the last such amendmentcase may be, the Company SEC Documents (i) did not contain any untrue statement of a material fact or omit omitted to state a any 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 misleading, except to the extent that the information in such Company SEC Report has been amended or superseded by a later Company SEC Report filed prior to the date hereof. (iib) complied in all material respects with the applicable requirements Each of the Exchange Act or the Securities Act, as the case may be, the Xxxxxxxx-Xxxxx Act and the applicable rules and regulations of the SEC thereunder. None of the Company Subsidiaries is required to file any forms, reports or other documents with the SEC. All of the audited consolidated financial statements and unaudited consolidated interim financial statements of the Company and the consolidated Company Subsidiaries included (including, in each case, any notes thereto) contained in the Company SEC DocumentsReports, including each as amended prior to the related notes and schedules (collectivelydate hereof, the “Company Financial Statements”) (A) have been was prepared in accordance with GAAP applied on a consistent basis during throughout the periods involved indicated (except as may be indicated in the notes thereto or, in the case of interim financial statements, for normal and recurring year-end adjustmentsthereto) and (B) each fairly present presented, in all material respects respects, the consolidated financial position and the consolidated position, results of operations, operations and cash flows and changes in stockholders’ equity of the Company and the its consolidated Company Subsidiaries as of the respective dates thereof and for the respective periods referred to indicated therein except as otherwise noted therein (except as may be indicated in the notes thereto orsubject, in the case of interim financial unaudited statements, for to normal and recurring year-end adjustments). (b) Neither the Company nor any of the Company Subsidiaries is a party to, nor has any commitment to become a party to, any joint venture, off-balance sheet partnership or similar Contract (including any Contract or arrangement relating to any transaction or relationship between or among the Company, 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 promulgated by the SEC), where the result, purpose or intended effect of such Contract is to avoid disclosure of any material transaction involving, or material liabilities of, the Company in its published financial statements or other Company SEC Documents. (c) Without limiting the generality of Section 4.7(a), since May 31, 2010, (i) Deloitte & Touche LLP and KPMG LLP have not resigned or been dismissed as independent public accountants of the Company as a result of or in connection with any disagreement with the Company on a matter of accounting principles or practices, financial statement disclosure or auditing scope or procedure, (ii) no executive officer of the Company 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 the Company with the SEC since the enactment of the Xxxxxxxx-Xxxxx Act, and neither the Company nor any of its executive officers has received notice from any Governmental Entity challenging or questioning the accuracy, completeness or manner of the filing of the certification required by the Xxxxxxxx-Xxxxx Act and made by the Company’s principal executive officer and principal financial officer and (iii) no enforcement action has been initiated or, to the knowledge of the Company, threatened against the Company by the SEC relating to disclosures contained in any Company SEC Document. (d) Except as permitted by the Exchange Act, including Sections 13(k)(2) and (3) or rules of the SEC, since the enactment of the Xxxxxxxx-Xxxxx Act, neither the Company nor any of its affiliates has made, arranged or modified (in any material way) any extensions of credit in the form of a personal loan to any executive officer or director of the Company.

SEC Filings; Financial Statements. (a) Since May 31, 2010, the Company has timely Viacom and Blockbuster have filed or otherwise furnished (as applicable) all registration statements, prospectuses, forms, reports, certifications, statements reports and other documents required to be filed or furnished by it under with the SEC from December 31, 1996 to the date of this Agreement, including: (i) Annual Reports on Form 10-K, (ii) Quarterly Reports on Form 10-Q and (iii) proxy statements relating to Viacom's and Blockbuster's meetings of stockholders (whether annual or special) (the forms, reports and other documents referred to in clauses (i), (ii), (iii) and all other forms, reports and other registration statements filed by Viacom or Blockbuster with the SEC as of the date of this Agreement, including all amendments and supplements thereto filed with the SEC as of the date of this Agreement, above being referred to herein, collectively, as the "Viacom SEC Reports"). The Viacom SEC Reports, as well as all forms, reports and documents to be filed by Viacom or Blockbuster with the SEC after the date hereof and prior to the Effective Time, (i) were or will be prepared in accordance with the requirements of the Securities Act or Act, and the Exchange Act, as the case may be, together with all certifications required pursuant to and the Xxxxxxxx-Xxxxx Act of 2002 rules and regulations thereunder, (the “Xxxxxxxx-Xxxxx Act”) (such documents and any other documents filed by the Company or any Company Subsidiary with the SEC, as have been supplemented, modified or amended since the time of filing, collectively, the “Company SEC Documents”). As of their respective effective dates (in the case of the Company SEC Documents that are registration statements filed pursuant to the requirements of the Securities Act) and as of their respective SEC filing dates (in the case of all other Company SEC Documents), or in each case, if amended prior to the date hereof, as of the date of the last such amendment, the Company SEC Documents (iii) did not at the time they were filed, or will not at the time they are filed, 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 misleading, and (iiiii) complied in all material respects with did not at the applicable time they were filed, or will not at the time they are filed, omit any documents required to be filed as exhibits thereto. No Viacom subsidiary, except Blockbuster, is subject to the periodic reporting requirements of the Exchange Act or the Securities Act, as the case may be, the Xxxxxxxx-Xxxxx Act and the applicable rules and regulations . (b) Each of the financial statements (including, in each case, any notes thereto) contained in the Viacom SEC thereunder. None Reports and each of the Company Subsidiaries is required financial statements to file any forms, reports be filed by Viacom or other documents Blockbuster with the SEC. All of SEC after the audited consolidated financial statements date hereof and unaudited consolidated interim financial statements of prior to the Company and the consolidated Company Subsidiaries included in the Company SEC Documents, including the related notes and schedules (collectively, the “Company Financial Statements”) (A) have been Effective Time was or will be prepared in accordance with GAAP United States generally accepted accounting principles applied on a consistent basis during throughout the periods involved indicated (except as may be indicated in the notes thereto or, in the case of interim financial statements, for normal and recurring year-end adjustmentsthereto) and (B) each fairly presented in all material respects or will fairly present in all material respects the consolidated financial position and the consolidated position, results of operations, operations and cash flows of Viacom and changes in stockholders’ equity of its subsidiaries as at the Company and the consolidated Company Subsidiaries as of the respective dates thereof and for the respective periods referred to indicated therein in accordance with United States generally accepted accounting principles (except as may be indicated in the notes thereto orsubject, in the case of interim financial unaudited statements, for to normal and recurring year-end adjustmentsadjustments which were not and are not expected to be material). (b) Neither the Company nor any of the Company Subsidiaries is a party to, nor has any commitment to become a party to, any joint venture, off-balance sheet partnership or similar Contract (including any Contract or arrangement relating to any transaction or relationship between or among the Company, 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 promulgated by the SEC), where the result, purpose or intended effect of such Contract is to avoid disclosure of any material transaction involving, or material liabilities of, the Company in its published financial statements or other Company SEC Documents. (c) Without limiting Except as and to the generality extent set forth in the Viacom SEC Reports, Viacom and its subsidiaries do not have any liability or obligation of Section 4.7(a)any nature (whether accrued, since May 31absolute, 2010contingent or otherwise) other than liabilities and obligations which, (i) Deloitte & Touche LLP and KPMG LLP have not resigned or been dismissed as independent public accountants of the Company as a result of individually or in connection with any disagreement with the Company on aggregate, would not have a matter of accounting principles or practices, financial statement disclosure or auditing scope or procedure, (ii) no executive officer of the Company 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 the Company with the SEC since the enactment of the Xxxxxxxx-Xxxxx Act, and neither the Company nor any of its executive officers has received notice from any Governmental Entity challenging or questioning the accuracy, completeness or manner of the filing of the certification required by the Xxxxxxxx-Xxxxx Act and made by the Company’s principal executive officer and principal financial officer and (iii) no enforcement action has been initiated or, to the knowledge of the Company, threatened against the Company by the SEC relating to disclosures contained in any Company SEC DocumentViacom Material Adverse Effect. (d) Except as permitted Viacom has heretofore furnished to CBS complete and correct copies of all material amendments and modifications that have not been filed by Viacom or Blockbuster with the Exchange ActSEC to all agreements, including Sections 13(k)(2) documents and (3) other instruments that previously had been filed by Viacom or rules of Blockbuster with the SEC, since the enactment of the Xxxxxxxx-Xxxxx Act, neither the Company nor any of its affiliates has made, arranged or modified (SEC and are currently in any material way) any extensions of credit in the form of a personal loan to any executive officer or director of the Companyeffect.

SEC Filings; Financial Statements. (a) Since May 31January 1, 20102020 (the “Applicable Date”), the Company has timely filed or otherwise furnished (as applicable) on a timely basis all registration statementsreports, prospectusesschedules, forms, reports, certifications, statements and other documents (including exhibits and all other information incorporated therein) required to be filed or furnished by it under the Securities Act or the Exchange Act, as the case may be, together with all certifications required pursuant to the Xxxxxxxx-Xxxxx Act of 2002 (the “Xxxxxxxx-Xxxxx Act”) (such documents and any other documents filed by the Company or any Company Subsidiary with the SEC, SEC (as have been supplemented, modified or amended since the time of filing, collectively, the “Company SEC Documents”). As of their respective effective dates (in the case of the Company SEC Documents that are registration statements filed pursuant to the requirements of the Securities Act) and as of their respective SEC filing dates (in the case of all other Company SEC Documents)dates, or in each caseor, if amended prior to the date hereofof this Agreement, as of the date of (and giving effect to) the last such amendmentamendment (and, in the case of registration statements and proxy statements, on the date of effectiveness and the dates of the relevant meetings, respectively), the Company SEC Documents complied in all material respects with the requirements of the Securities Act, the Exchange Act or the Xxxxxxxx-Xxxxx Act of 2002, as amended (ithe “Xxxxxxxx-Xxxxx Act”), as the case may be, and the rules and regulations of the SEC promulgated thereunder applicable to those Company SEC Documents, and, except to the extent that information contained in such Company SEC Document has been revised, amended, modified or superseded (prior to the date of this Agreement) did not contain by a later filed Company SEC Document, none of the Company SEC Documents when filed or furnished contained any untrue statement of a material fact or omit omitted to state a material fact required to be stated therein or necessary in order to make the statements made therein, in light of the circumstances under which they were made, not misleading misleading. No executive officer of the Company has failed to make the certifications required of him or her under Section 302 or 906 of the Sarbanes Oxley Act with respect to any Company SEC Documents. (b) The financial statements (including any related notes and schedules) contained or incorporated by reference in the Company SEC Documents: (iii) complied as to form in all material respects with the applicable requirements of the Exchange Act or the Securities Act, as the case may be, the Xxxxxxxx-Xxxxx Act and the applicable published rules and regulations of the SEC thereunder. None of the Company Subsidiaries is required to file any forms, reports or other documents with the SEC. All of the audited consolidated financial statements and unaudited consolidated interim financial statements of the Company and the consolidated Company Subsidiaries included in the Company SEC Documents, including the related notes and schedules applicable thereto; (collectively, the “Company Financial Statements”ii) (A) have been were prepared in accordance with GAAP United States generally accepted accounting principles (“GAAP”) applied on a consistent basis during throughout the periods involved covered (except as may be indicated in the notes thereto to such financial statements or, in the case of unaudited interim financial statements, as may be permitted by the SEC on Form 10-Q, Form 8-K or any successor form under the Exchange Act); and (iii) fairly presented, in all material respects, the financial position of the Company as of the respective dates thereof and the results of operations and cash flows of the Company for the periods covered thereby (subject, in the case of the unaudited financial statements, to the absence of notes and to normal and recurring year-end adjustmentsadjustments that are not individually or in the aggregate material). (c) The Company maintains, and at all times since the Applicable Date has maintained, a system of internal control over financial reporting (as defined in Rule 13a-15 under the Exchange Act) which is designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with GAAP, and includes those policies and procedures that: (i) pertain to the maintenance of records that in reasonable detail accurately and fairly reflect the transactions and dispositions of the assets of the Company; (ii) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in conformity with GAAP and that receipts and expenditures are being made only in accordance with authorizations of management and the Board of Directors; and (Biii) fairly present provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use or disposition of the assets of the Company that could have a material effect on the financial statements. The Company’s management has completed an assessment of the effectiveness of the Company’s system of internal control over financial reporting in compliance with the requirements of Section 404 of the Xxxxxxxx-Xxxxx Act for the fiscal year ended December 31, 2022, and, except as set forth in the Company SEC Documents filed prior to the date of this Agreement, that assessment concluded that those controls were effective. To the knowledge of the Company, since January 1, 2023, neither the Company nor the Company’s independent registered accountant has identified or been made aware of: (1) any significant deficiency or material weakness in the design or operation of the internal control over financial reporting utilized by the Company, which is reasonably likely to adversely affect the Company’s ability to record, process, summarize and report financial information; (2) any illegal act or fraud, whether or not material, that involves the management or other employees of the Company; or (3) any claim or allegation regarding any of the foregoing. (d) The Company maintains, and at all material respects times since the consolidated financial position Applicable Date has maintained, disclosure controls and procedures as defined in and required by Rule 13a-15 or 15d-15 under the consolidated results Exchange Act that are reasonably designed to ensure that all information required to be disclosed in the Company’s 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 operations, cash flows the SEC and changes in stockholders’ equity that all such information is accumulated and communicated to the Company’s management as appropriate to allow timely decisions regarding required disclosure and to enable the principal executive officer of the Company and the consolidated Company Subsidiaries as principal financial officer of the dates Company to make the certifications required under the Exchange Act with respect to such reports. The Company is, and for at all times since the periods referred to therein (except as may be indicated in the notes thereto orApplicable Date has been, in the case compliance in all material respects with all current listing and corporate governance requirements of interim financial statements, for normal and recurring year-end adjustments)Nasdaq. (be) Neither Since January 1, 2023, (i) no Acquired Corporation has received any material written complaint, allegation, assertion or claim regarding the Company nor accounting or auditing practices, procedures, methodologies or methods of any of the Company Subsidiaries Acquired Corporations or their respective internal accounting controls, including any credible complaint, allegation, assertion or claim that any of the Acquired Corporations has engaged in questionable accounting or auditing practices, and (ii) no attorney representing any of the Acquired Corporations (whether or not employed by any Acquired Corporation) has reported evidence of a material violation of the applicable Legal Requirements, breach of fiduciary duty or similar violation by any of the Acquired Corporations or their respective officers, directors, employees or agents to the Board of Directors or any committee thereof or to any director or officer of the Acquired Corporations pursuant to the rules of the SEC adopted under Section 307 of the Sarbanes Oxley Act. (f) None of the Acquired Corporations is a party to, nor has does any Acquired Corporation have any obligation or other commitment to become a party to, any joint venture, off-balance sheet partnership or similar Contract (including any Contract or arrangement relating to any transaction or relationship between or among the Company, 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 promulgated by under the SEC), Exchange Act) where the result, purpose or intended effect of such Contract is to avoid disclosure of any material transaction involving, or material liabilities of, such Acquired Corporation in the Company in its published financial statements or other Company SEC Documents. (cg) Without limiting As of the generality date of Section 4.7(a)this Agreement, since May 31, 2010, (i) Deloitte & Touche LLP and KPMG LLP have not resigned there are no outstanding or been dismissed as independent public accountants unresolved comments in comment letters received from the SEC with respect to the Company SEC Documents. None of the Company as a result SEC Documents is the subject of ongoing SEC review and there are no inquiries or in connection with any disagreement with the Company on a matter of accounting principles or practices, financial statement disclosure or auditing scope or procedure, (ii) no executive officer of the Company 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 the Company with the SEC since the enactment of the Xxxxxxxx-Xxxxx Act, and neither the Company nor any of its executive officers has received notice from any Governmental Entity challenging or questioning the accuracy, completeness or manner of the filing of the certification required by the Xxxxxxxx-Xxxxx Act and made by the Company’s principal executive officer and principal financial officer and (iii) no enforcement action has been initiated or, to the knowledge of the Company, threatened against the Company investigations by the SEC relating to disclosures contained or any internal investigations pending or threatened, in each case regarding any Company SEC Document. (d) Except as permitted by the Exchange Act, including Sections 13(k)(2) and (3) or rules of the SEC, since the enactment of the Xxxxxxxx-Xxxxx Act, neither the Company nor any of its affiliates has made, arranged or modified (in any material way) any extensions of credit in the form of a personal loan to any executive officer or director accounting practices of the Company.

SEC Filings; Financial Statements. (a) Since May 31The Company has filed with, 2010or furnished (on a publicly available basis) to, the Company has timely filed or otherwise furnished (as applicable) SEC all registration statements, prospectuses, forms, reports, certificationsschedules, statements and other documents required to be filed or furnished by it under the Securities Act or the Exchange Act, as the case may be, together with all certifications required pursuant to the Xxxxxxxx-Xxxxx Act of 2002 including any amendments or supplements thereto, from and after January 1, 2013 (the “Xxxxxxxx-Xxxxx Act”) (such documents and any other documents filed by the Company or any Company Subsidiary with the SEC, as have been supplemented, modified or amended since the time of filing, collectively, the “Company SEC DocumentsFilings”). As of their respective effective dates (in the case of the Each Company SEC Documents that are registration statements filed pursuant to the requirements of the Securities ActFiling, as amended or supplemented, if applicable, (i) and as of their respective SEC filing dates (in the case of all other Company SEC Documents)its date, or in each caseor, if amended prior to the date hereofor supplemented, as of the date of the last such amendmentmost recent amendment or supplement thereto, complied in all material respects with the Company requirements of the Securities Act or the Exchange Act, as the case may be, and the applicable rules and regulations of the SEC Documents thereunder, and (iii) did not not, at the time it was filed (or became effective in the case of registration statements), or, if amended or supplemented, as of the date of the most recent amendment or supplement thereto, 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 and (ii) complied in all material respects with misleading. No Company Subsidiary is separately subject to the applicable periodic reporting requirements of the Exchange Act or the Securities Act, as the case may be, the Xxxxxxxx-Xxxxx Act and the applicable rules and regulations . (b) Each of the SEC thereunder. None of the Company Subsidiaries is required to file any forms, reports or other documents with the SEC. All of the audited consolidated financial statements and unaudited consolidated interim financial statements of the Company and the consolidated Company Subsidiaries included contained or incorporated by reference in the Company SEC DocumentsFilings (as amended, supplemented or restated, if applicable), including the related notes and schedules schedules, was prepared (collectively, except as indicated in the “Company Financial Statements”notes thereto) (A) have been prepared in accordance with GAAP applied on a consistent basis during throughout the periods involved indicated, and each such consolidated financial statement presented fairly, in all material respects, the consolidated financial position, results of operations, stockholders’ equity and cash flows of the Company and its consolidated subsidiaries as of the respective dates thereof and for the respective periods indicated therein (except as may be indicated in the notes thereto orsubject, in the case of interim unaudited quarterly financial statements, for to normal and recurring year-end adjustments) and (B) fairly present in all material respects the consolidated financial position and the consolidated results of operations, cash flows and changes in stockholders’ equity of the Company and the consolidated Company Subsidiaries as of the dates and for the periods referred to therein (except as may be indicated in the notes thereto or, in the case of interim financial statements, for normal and recurring year-end adjustments). (bc) Neither the Company nor any The records, systems, controls, data and information of the Company and the Company Subsidiaries that are used in the system of internal accounting controls described in the following sentence are recorded, stored, maintained and operated under means that are under the exclusive ownership and direct control of the Company or the Company Subsidiaries or accountants, except for any non-exclusive ownership and non-direct control that, individually or in the aggregate, would not reasonably be expected to have a Company Material Adverse Effect. The Company and the Company 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 for external purposes in accordance with GAAP, including that: (i) transactions are executed only in accordance with management’s authorization; (ii) transactions are recorded as necessary to permit preparation of the financial statements of the Company and the Company Subsidiaries and to maintain accountability for the assets of the Company and the Company Subsidiaries; (iii) access to such assets is permitted only in accordance with management’s authorization; and (iv) accounts, notes and other receivables and inventory are recorded accurately, and proper and adequate procedures are implemented to effect the collection thereof on a party tocurrent and timely basis. The Company’s principal executive officer and its principal financial officer have disclosed to the Company’s auditors and the audit committee of the Company Board (A) all significant deficiencies and material weaknesses in the design or operation of internal controls over financial reporting that are reasonably likely to adversely affect the Company’s ability to record, nor process, summarize and report financial data, and (B) any fraud, whether or not material, that involves management or other employees who have a significant role in the Company’s internal controls, and the Company has made available to Parent copies of any commitment to become a party to, any joint venture, off-balance sheet partnership or similar Contract (including any Contract or arrangement written materials relating to any transaction or relationship between or among the foregoing. The Company has established and maintains disclosure controls and procedures (as such term is defined in Rule 13a-15 promulgated under the Exchange Act) designed to ensure that material information relating to the Company required to be included in reports filed under the Exchange Act, including its consolidated subsidiaries, is made known to the Company’s principal executive officer and its principal financial officer by others within those entities, particularly during the periods in which the periodic reports required under the Exchange Act are being prepared, and, to the knowledge of the Company, on such disclosure controls and procedures are effective in timely alerting 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 promulgated by the SEC), where the result, purpose or intended effect of such Contract is to avoid disclosure of any material transaction involving, or material liabilities of, the Company in its published financial statements or other Company SEC Documents. (c) Without limiting the generality of Section 4.7(a), since May 31, 2010, (i) Deloitte & Touche LLP and KPMG LLP have not resigned or been dismissed as independent public accountants of the Company as a result of or in connection with any disagreement with the Company on a matter of accounting principles or practices, financial statement disclosure or auditing scope or procedure, (ii) no Company’s principal executive officer of and its principal financial officer to material information required to be included in the Company has failed in any respect to make, without qualification, Company’s periodic reports required under 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 the Company with the SEC since Exchange Act. Since the enactment of the Xxxxxxxx-Xxxxx Act, and neither none of the Company nor or any of its Company Subsidiary has made any prohibited loans to any director or executive officers has received notice from any Governmental Entity challenging or questioning the accuracy, completeness or manner officer of the filing Company (as defined in Rule 3b-7 promulgated under the Exchange Act). (d) None of the certification required Company or the Company Subsidiaries has any liabilities or obligations of any nature (whether accrued, absolute, contingent or otherwise), except for liabilities or obligations (i) expressly contemplated by or under this Agreement, including, without limitation, Section 6.1 hereof, (ii) disclosed in publicly available Company SEC Filings filed with the Xxxxxxxx-Xxxxx Act and made by SEC prior to the Company’s principal executive officer and principal financial officer and date of this Agreement, (iii) no enforcement action has been initiated orincurred in the ordinary course of business consistent with past practice since the most recent balance sheet set forth in the Company SEC Filings filed with the SEC prior to the date of this Agreement, (iv) described in any Section of the Company Disclosure Letter or (v) that, individually or in the aggregate, have not had and would not reasonably be expected to have a Company Material Adverse Effect. (e) To the knowledge of the Company, threatened against none of the Company by SEC Filings is the subject of ongoing SEC review and the Company has not received any comments from the SEC with respect to any of the Company SEC Filings since January 1, 2013 which remain unresolved, nor has it received any inquiry or information request from the SEC as to any matters affecting the Company which has not been adequately addressed. The Company has made available to Parent true and complete copies of all written comment letters from the staff of the SEC received since January 1, 2013 through the date of this Agreement relating to disclosures contained in any the Company SEC Document. (d) Except as permitted by the Exchange Act, including Sections 13(k)(2) Filings and (3) or rules all written responses of the SEC, since Company thereto through the enactment date of this Agreement. None of the Xxxxxxxx-Xxxxx Act, neither Company SEC Filings is the Company nor subject of any of its affiliates has made, arranged or modified (in any material way) any extensions of credit in the form of a personal loan to any executive officer or director of confidential treatment request by the Company.

SEC Filings; Financial Statements. (a) Since May 31January 1, 20102013, the Company has timely filed or otherwise furnished (as applicable) on a timely basis all registration statements, prospectuses, forms, reports, certificationsproxy statements, schedules, statements and other documents required to be filed or furnished by it under the Securities Act or the Exchange Act, as the case may be, together with all certifications required pursuant to the Xxxxxxxx-Xxxxx Act of 2002 (the “Xxxxxxxx-Xxxxx Act”) (such documents and any other documents filed by the Company or any Company Subsidiary with the SEC, as have been supplemented, modified or amended since the time of filing, collectively, the “Company SEC Documents”). As of their respective effective dates (in the case of the Company SEC Documents that are registration statements filed pursuant to the requirements of the Securities Act) and as of their respective SEC filing dates (in the case of all other Company SEC Documents), or in each caseor, if supplemented, modified or amended prior to the date hereof, as of the date of the last such most recent supplement, modification or amendment, the Company SEC Documents (i) did not (or, with respect to Company SEC Documents filed after the date hereof, 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 light of the circumstances under which they were made, not misleading and (ii) complied as to form in all material respects with the applicable requirements of the Exchange Act or the Securities Act, as the case may be, the Xxxxxxxx-Xxxxx Act and the applicable rules and regulations of the SEC thereunderthereunder and the listing and corporate governance rules and regulations of NYSE. None of the Company Subsidiaries is currently required to file any forms, reports or other documents with the SEC. All of the . (b) The audited consolidated financial statements (including all related notes and schedules) and unaudited consolidated interim financial statements of the Company and the consolidated Company Subsidiaries included in the Company SEC Documents, including the related notes and schedules Documents (collectively, the “Company Financial Statements”) (A) have been 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 interim financial statements, for normal and recurring year-end adjustments) and (B) fairly present in all material respects the consolidated financial position and the consolidated results of operations, cash flows and changes in stockholders’ equity of the Company and the consolidated Company Subsidiaries as of the dates and for the periods referred to therein 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 interim financial statements, for normal and recurring year-end adjustmentsadjustments and for the absence of notes). (bc) The Company Financial Statements complied in all material respects, as to form, as of their respective filing dates with the SEC with applicable accounting requirements and the published rules and regulations of the SEC with respect thereto. As of the date hereof, there are no material outstanding or unresolved comments in any comment letter received by the Company from the SEC. (d) Neither the Company nor any of the Company Subsidiaries Subsidiary is a party to, nor or has any commitment Contract to become a party to, any joint venture, off-balance sheet partnership or any similar Contract (Contract, including any Contract or arrangement relating to any transaction or relationship between or among the CompanyCompany or any 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” arrangements (as defined in Item 303(a) of Regulation S-K promulgated by of the SEC), ) where the result, purpose or intended effect of such Contract is to avoid disclosure of any material transaction involving, or material liabilities of, the Company in its the Company’s published financial statements or other any Company SEC Documents. (c) Without limiting the generality of Section 4.7(a), since May 31, 2010, (i) Deloitte & Touche LLP and KPMG LLP have not resigned or been dismissed as independent public accountants of the Company as a result of or in connection with any disagreement with the Company on a matter of accounting principles or practices, financial statement disclosure or auditing scope or procedure, (ii) no executive officer of the Company 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 the Company with the SEC since the enactment of the Xxxxxxxx-Xxxxx Act, and neither the Company nor any of its executive officers has received notice from any Governmental Entity challenging or questioning the accuracy, completeness or manner of the filing of the certification required by the Xxxxxxxx-Xxxxx Act and made by the Company’s principal executive officer and principal financial officer and (iii) no enforcement action has been initiated or, to the knowledge of the Company, threatened against the Company by the SEC relating to disclosures contained in any Company SEC Document. (d) Except as permitted by the Exchange Act, including Sections 13(k)(2) and (3) or rules of the SEC, since the enactment of the Xxxxxxxx-Xxxxx Act, neither the Company nor any of its affiliates has made, arranged or modified (in any material way) any extensions of credit in the form of a personal loan to any executive officer or director of the Company.

SEC Filings; Financial Statements. (a) Since May 31, 2010, the The Company has timely filed or otherwise furnished (as applicable) Made Available to Parent accurate and complete copies of all registration statements, prospectusesproxy statements, formsCompany Certifications and other statements, reports, certificationsschedules, statements forms and other documents required to be filed or furnished by it under the Securities Act or the Exchange Act, as the case may be, together with all certifications required pursuant to the Xxxxxxxx-Xxxxx Act of 2002 (the “Xxxxxxxx-Xxxxx Act”) (such documents and any other documents filed by the Company or any Company Subsidiary and each of its Subsidiaries with the SECSEC since November 15, as have been supplemented2017, modified or amended since the time of filing, including all amendments thereto (collectively, the “Company SEC Documents”). All statements, reports, schedules, forms and other documents required to have been filed by the Company, each of its Subsidiaries and their respective Executive Officers with the SEC have been so filed on a timely basis. As of their respective effective dates the time it was filed with the SEC (in or, if amended or superseded by a filing prior to the case date of this Agreement, then on the date of such filing): (i) each of the Company SEC Documents that are registration statements filed pursuant complied as to form in all material respects with the applicable requirements of the Securities Act) and Act or the Exchange Act (as of their respective SEC filing dates (in the case may be); and (ii) none of all other Company SEC Documents), or in each case, if amended prior to the date hereof, as of the date of the last such amendment, the Company SEC Documents (i) did not contain contained any untrue statement of a material fact or omit omitted to state a material fact required to be stated therein or necessary in order to make the statements made therein, in the light of the circumstances under which they were made, not misleading misleading, except to the extent corrected: (A) in the case of Company SEC Documents filed or furnished on or prior to the date of this Agreement that were amended or superseded on or prior to the date of this Agreement, by the filing or furnishing of the applicable amending or superseding Company SEC Document; and (iiB) complied in the case of Company SEC Documents filed or furnished after the date of this Agreement that are amended or superseded prior to the First Merger Effective Time, by the filing or furnishing of the applicable amending or superseding Company SEC Document. The certifications and statements relating to the Company SEC Documents required by: (1) Rule 13a-14 or Rule 15d-14 under the Exchange Act; (2) 18 U.S.C. §1350 (Section 906 of the Xxxxxxxx-Xxxxx Act); or (3) any other rule or regulation promulgated by the SEC or applicable to the Company SEC Documents (collectively, the “Company Certifications”) are accurate and complete, and comply as to form and content with all applicable Legal Requirements. There are no unresolved comments issued by the staff of the SEC with respect to any Company SEC Documents. As used in this Section 2.4, the term “file” and variations thereof shall be broadly construed to include any manner in which a document or information is filed, furnished, submitted, supplied or otherwise made available to the SEC or any member of its staff. (b) The Company maintains disclosure controls and procedures required by Rule 13a-15 or 15d-15 under the Exchange Act. Such disclosure controls and procedures are designed to ensure that all material information concerning the Company Entities required to be disclosed by the Company in the reports that it is required to file, submit or furnish under the Exchange Act is recorded, processed, summarized and reported within the time periods specified in the SEC’s rules and forms. As of the date of this Agreement, the Company is in compliance in all material respects with the applicable listing requirements of the Exchange Act New York Stock Exchange, and has not since November 15, 2017 received any written (or, to the Knowledge of the Company, verbal) notice asserting any non-compliance with the listing requirements of the New York Stock Exchange. (c) The financial statements (including any related notes) contained or incorporated by reference in the Securities Act, Company SEC Documents: (i) complied as to form in all material respects with the case may be, the Xxxxxxxx-Xxxxx Act and the applicable published rules and regulations of the SEC thereunder. None of the Company Subsidiaries is required to file any forms, reports or other documents with the SEC. All of the audited consolidated financial statements and unaudited consolidated interim financial statements of the Company and the consolidated Company Subsidiaries included in the Company SEC Documents, including the related notes and schedules applicable thereto; (collectively, the “Company Financial Statements”ii) (A) have been were prepared in accordance with GAAP applied on a consistent basis during throughout the periods involved covered (except as may be indicated in the notes thereto to such financial statements or, in the case of interim unaudited financial statements, for as permitted by Form 10-Q, Form 8-K or any successor form under the Exchange Act, and except that the unaudited financial statements may not contain footnotes and are subject to normal and recurring year-end adjustments) ); and (Biii) fairly present in all material respects the consolidated financial position of the Company and its consolidated Subsidiaries as of the respective dates thereof and the consolidated results of operations, operations and cash flows and changes in stockholders’ equity of the Company and the its consolidated Company Subsidiaries as of the dates and for the periods referred to therein (except as may be indicated in the notes thereto or, in the case of interim financial statements, for normal and recurring year-end adjustments)covered thereby. (bd) Neither the The Company nor any maintains a system of the Company Subsidiaries is a party to, nor has any commitment to become a party to, any joint venture, off-balance sheet partnership or similar Contract (including any Contract or arrangement relating to any transaction or relationship between or among the Company, 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” internal controls over financial reporting (as defined in Item 303(aRules 13a-15(f) and 15d-15(f) under the Exchange Act) which is designed to provide reasonable assurance regarding the reliability of Regulation S-K promulgated by financial reporting and the SEC), where the result, purpose or intended effect preparation of such Contract is to avoid disclosure of any material transaction involving, or material liabilities of, the Company in its published financial statements or other Company SEC Documents. (c) Without limiting the generality of Section 4.7(a)for external purposes in accordance with GAAP, since May 31, 2010, and includes those policies and procedures that: (i) Deloitte & Touche LLP pertain to the maintenance of records that in reasonable detail accurately and KPMG LLP have not resigned or been dismissed as independent public accountants fairly reflect the transactions and dispositions of the assets of the Company as a result of or in connection with any disagreement with the Company on a matter of accounting principles or practices, financial statement disclosure or auditing scope or procedure, Entities; (ii) no executive officer provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in conformity with GAAP and that receipts and expenditures are being made only in accordance with authorizations of management and directors of the Company; and (iii) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use or disposition of the assets of the Company Entities that could have a material effect on the financial statements. The Company’s management has failed completed an assessment of the effectiveness of the Company’s system of internal controls over financial reporting in any respect to make, without qualification, compliance with the certifications required requirements of him or her under Section 302 or 906 404 of the Xxxxxxxx-Xxxxx Act with respect to any formfor the fiscal year ended December 31, report or schedule filed by the Company with the SEC since the enactment 2017, and such assessment concluded that, as of the Xxxxxxxx-Xxxxx Actdate thereof, and neither such controls were effective. To the Company nor any of its executive officers has received notice from any Governmental Entity challenging or questioning the accuracy, completeness or manner of the filing of the certification required by the Xxxxxxxx-Xxxxx Act and made by the Company’s principal executive officer and principal financial officer and (iii) no enforcement action has been initiated or, to the knowledge Knowledge of the Company, threatened against the Company by the SEC relating to disclosures contained in any Company SEC Document. (d) Except as permitted by the Exchange Actsince December 31, including Sections 13(k)(2) and (3) or rules of the SEC, since the enactment of the Xxxxxxxx-Xxxxx Act2017, neither the Company nor any of its affiliates Subsidiaries nor the Company’s independent registered accountant has madeidentified or been made aware of: (A) any significant deficiency or material weakness in the design or operation of internal control over financial reporting utilized by any of the Company Entities that would be reasonably likely to adversely affect such Company Entity’s ability to record, arranged process, summarize and report financial information; (B) any illegal act or modified fraud, whether or not material, that involves the Company’s management or other employees; or (in C) any claim or allegation regarding any of the foregoing. (e) None of the Company Entities has any obligation or other commitment to become a party to any material way) any extensions of credit “off-balance sheet arrangements” in the form of a personal loan to any executive officer or director of the Companyfuture.

SEC Filings; Financial Statements. (a) Since May 31The Company has filed with, 2010or furnished (on a publicly available basis) to, the Company has timely filed or otherwise furnished (as applicable) SEC all registration statements, prospectuses, forms, reports, certificationsschedules, statements and other documents required to be filed or furnished by it under the Securities Act or the Exchange Act, as the case may be, together with all certifications required pursuant to the Xxxxxxxx-Xxxxx Act of 2002 including any amendments or supplements thereto, from and after January 1, 2009 (the “Xxxxxxxx-Xxxxx Act”) (such documents and any other documents filed by the Company or any Company Subsidiary with the SEC, as have been supplemented, modified or amended since the time of filing, collectively, the “Company SEC DocumentsFilings”). As of their respective effective dates (in the case of the Each Company SEC Documents that are registration statements filed pursuant to the requirements of the Securities ActFiling, as amended or supplemented, if applicable, (i) and as of their respective SEC filing dates (in the case of all other Company SEC Documents)its date, or in each caseor, if amended prior to the date hereofor supplemented, as of the date of the last such amendmentmost recent amendment or supplement thereto, complied in all material respects with the Company requirements of the Securities Act or the Exchange Act, as the case may be, and the applicable rules and regulations of the SEC Documents thereunder, and (iii) did not not, at the time it was filed (or became effective in the case of registration statements), or, if amended or supplemented, as of the date of the most recent amendment or supplement thereto, 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 and (ii) complied in all material respects with misleading. As of the applicable date of this Agreement, no Company Subsidiary is separately subject to the periodic reporting requirements of the Exchange Act or the Securities Act, as the case may be, the Xxxxxxxx-Xxxxx Act and the applicable rules and regulations . (b) Each of the SEC thereunder. None of the Company Subsidiaries is required to file any forms, reports or other documents with the SEC. All of the audited consolidated financial statements and unaudited consolidated interim financial statements of the Company and the consolidated Company Subsidiaries included contained or incorporated by reference in the Company SEC DocumentsFilings (as amended, supplemented or restated, if applicable), including the related notes and schedules schedules, was prepared (collectively, except as indicated in the “Company Financial Statements”notes thereto) (A) have been prepared in accordance with GAAP applied on a consistent basis during throughout the periods involved indicated, and each such consolidated financial statement presented fairly, in all material respects, the consolidated financial position, results of operations, stockholders’ equity and cash flows of the Company and its consolidated subsidiaries as of the respective dates thereof and for the respective periods indicated therein (except as may be indicated in the notes thereto orsubject, in the case of interim unaudited quarterly financial statements, for to normal and recurring year-end adjustments) and (B) fairly present in all material respects the consolidated financial position and the consolidated results of operations, cash flows and changes in stockholders’ equity of the Company and the consolidated Company Subsidiaries as of the dates and for the periods referred to therein (except as may be indicated in the notes thereto or, in the case of interim financial statements, for normal and recurring year-end adjustments). (bc) Neither the Company nor any The records, systems, controls, data and information of the Company and the Company Subsidiaries that are used in the system of internal accounting controls described in the following sentence are recorded, stored, maintained and operated under means that are under the exclusive ownership and direct control of the Company or the Company Subsidiaries or accountants, 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. The Company and the Company 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 for external purposes in accordance with GAAP, including that: (1) transactions are executed only in accordance with management’s authorization; (2) transactions are recorded as necessary to permit preparation of the financial statements of the Company and the Company Subsidiaries and to maintain accountability for the assets of the Company and the Company Subsidiaries; (3) access to such assets is permitted only in accordance with management’s authorization; (4) the reporting of such assets is compared with existing assets at regular intervals; and (5) accounts, notes and other receivables and inventory are recorded accurately, and proper and adequate procedures are implemented to effect the collection thereof on a party tocurrent and timely basis. The Company’s principal executive officer and its principal financial officer have disclosed to the Company’s auditors and the audit committee of the Company Board (i) all significant deficiencies and material weaknesses in the design or operation of internal controls over financial reporting that are reasonably likely to adversely affect the Company’s ability to record, nor process, summarize and report financial data, and (ii) any fraud, whether or not material, that involves management or other employees who have a significant role in the Company’s internal controls, and the Company has made available to Parent copies of any commitment to become a party to, any joint venture, off-balance sheet partnership or similar Contract (including any Contract or arrangement material written materials relating to any transaction or relationship between or among the foregoing. The Company has established and maintains disclosure controls and procedures (as such term is defined in Rule 13a-15 promulgated under the Exchange Act) designed to ensure that material information relating to the Company required to be included in reports filed under the Exchange Act, including its consolidated subsidiaries, is made known to the Company’s principal executive officer and its principal financial officer by others within those entities, particularly during the periods in which the periodic reports required under the Exchange Act are being prepared, and, to the knowledge of the Company, on such disclosure controls and procedures are effective in timely alerting 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 promulgated by the SEC), where the result, purpose or intended effect of such Contract is to avoid disclosure of any material transaction involving, or material liabilities of, the Company in its published financial statements or other Company SEC Documents. (c) Without limiting the generality of Section 4.7(a), since May 31, 2010, (i) Deloitte & Touche LLP and KPMG LLP have not resigned or been dismissed as independent public accountants of the Company as a result of or in connection with any disagreement with the Company on a matter of accounting principles or practices, financial statement disclosure or auditing scope or procedure, (ii) no Company’s principal executive officer of and its principal financial officer to material information required to be included in the Company has failed in any respect to make, without qualification, Company’s periodic reports required under 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 the Company with the SEC since Exchange Act. Since the enactment of the Xxxxxxxx-Xxxxx Act, and neither none of the Company nor or any of its Company Subsidiary has made any prohibited loans to any director or executive officers has received notice from any Governmental Entity challenging or questioning the accuracy, completeness or manner officer of the filing Company (as defined in Rule 3b-7 promulgated under the Exchange Act). (d) None of the certification required Company or its consolidated subsidiaries has any liabilities or obligations of any nature (whether accrued, absolute, contingent or otherwise), except for liabilities or obligations (i) expressly contemplated by or under this Agreement, including without limitation Section 6.1 hereof, (ii) incurred in the Xxxxxxxx-Xxxxx Act ordinary course of business consistent with past practice since the most recent balance sheet set forth in the Company SEC Filings made through and made by including the Company’s principal executive officer and principal financial officer and date of this Agreement, (iii) no enforcement action has been initiated ordescribed in any section of the Company Disclosure Letter or (iv) that, individually or in the aggregate, have not had and would not reasonably be expected to have a Company Material Adverse Effect. (e) To the knowledge of the Company, threatened against none of the Company by SEC Filings is the subject of ongoing SEC review and the Company has not received any comments from the SEC with respect to any of the Company SEC Filings since January 1, 2009 which remain unresolved, nor has it received any inquiry or information request from the SEC as to any matters affecting the Company which has not been adequately addressed. The Company has made available to Parent true and complete copies of all written comment letters from the staff of the SEC received since January 1, 2009 through the date of this Agreement relating to disclosures contained in any the Company SEC Document. (d) Except as permitted by the Exchange Act, including Sections 13(k)(2) Filings and (3) or rules all written responses of the SEC, since Company thereto through the enactment date of this Agreement. None of the Xxxxxxxx-Xxxxx Act, neither Company SEC Filings is the Company nor subject of any of its affiliates has made, arranged or modified (in any material way) any extensions of credit in the form of a personal loan to any executive officer or director of confidential treatment request by the Company.

SEC Filings; Financial Statements. (a) Since May 31, 2010, the The Company has timely filed or otherwise furnished (furnished, as applicable) the case may be, all registration statements, prospectuses, forms, reports, certifications, statements reports and other documents required to be filed with or furnished to the SEC by it under the Company since January 1, 2011 (the “Applicable Date”) pursuant to the Securities Act and the Exchange Act (the forms, reports and other documents filed or furnished since the Applicable Date and those filed or furnished subsequent to the date hereof as have been supplemented, modified or amended since the time of filing or furnishing, collectively, the “Company SEC Reports”). As of the date of filing, in the case of Company SEC Reports filed pursuant to the Exchange Act (and to the extent such Company SEC Reports were amended, then as of the date of filing of such amendment), and as of the date of effectiveness in the case of Company SEC Reports filed pursuant to the Securities Act (and to the extent such Company SEC Reports were amended, then as of the date of effectiveness of such amendment), the Company SEC Reports (i) complied as to form in all material respects with either the requirements of the Securities Act or the Exchange Act, as the case may be, together with all certifications required pursuant to and the Xxxxxxxx-Xxxxx Act of 2002 (the “Xxxxxxxx-Xxxxx Act”) (such documents rules and any other documents filed by the Company or any Company Subsidiary with the SECregulations promulgated thereunder, each as have been supplemented, modified or amended since the time of filing, collectively, the “Company SEC Documents”). As of their respective effective dates (in the case of the Company SEC Documents that are registration statements filed pursuant to the requirements of the Securities Act) and as of their respective SEC filing dates (in the case of all other Company SEC Documents), or in each case, if amended prior to effect on the date hereof, as of the date of the last such amendment, the Company SEC Documents so filed or effective and (iii) 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 and as of its filing date or effective date (iias applicable). (b) complied in all material respects with the applicable requirements Each of the Exchange Act or the Securities Act, as the case may be, the Xxxxxxxx-Xxxxx Act and the applicable rules and regulations of the SEC thereunder. None of the Company Subsidiaries is required to file any forms, reports or other documents with the SEC. All of the audited consolidated financial statements and unaudited consolidated interim financial statements of the Company and the consolidated Company Subsidiaries included (including, in each case, any notes thereto) contained in or incorporated by reference into the Company SEC Documents, including the related notes and schedules (collectively, the “Company Financial Statements”) (A) have been Reports was prepared in accordance with GAAP United States generally accepted accounting principles (“GAAP”) (except, in the case of the unaudited statements, as permitted by the SEC) applied on a consistent basis during throughout the periods involved indicated (except as may be indicated in the notes thereto orthereto) and each fairly presents, in all material respects, the consolidated financial position of the Company and the Company Subsidiaries as at the respective dates thereof and the consolidated results of their operations and cash flows for the respective periods indicated therein (subject, in the case of interim financial unaudited statements, for to normal and recurring year-end adjustments) adjustments and (B) fairly present to any other adjustments described therein, the effect of which, individually or in all material respects the consolidated financial position aggregate, is not material, and to the consolidated results exclusion of operations, cash flows and changes certain notes in stockholders’ equity accordance with the rules of the Company and the consolidated Company Subsidiaries as of the dates and for the periods referred SEC relating to therein (except as may be indicated in the notes thereto orunaudited financial statements), in each case in accordance with GAAP except to the case of interim financial statements, for normal and recurring year-end adjustments). (b) Neither the Company nor any of the Company Subsidiaries is a party to, nor extent that such information has any commitment to become a party to, any joint venture, off-balance sheet partnership been amended or similar Contract (including any Contract or arrangement relating to any transaction or relationship between or among the Company, 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 promulgated superseded by the SEC), where the result, purpose or intended effect of such Contract is to avoid disclosure of any material transaction involving, or material liabilities of, the Company in its published financial statements or other later Company SEC DocumentsReports filed prior to the date hereof. (c) Without limiting Except as and to the generality extent set forth on the audited annual report of Section 4.7(a)the Group Companies filed with the SEC on April 18, since May 312013, 2010including the notes thereto, no Group Company has outstanding (i) Deloitte & Touche LLP and KPMG LLP have not resigned any Indebtedness or been dismissed as independent public accountants any commitments therefor or (ii) any other liability or obligation of any nature (whether accrued, absolute, contingent or otherwise) that are required in accordance with GAAP to be disclosed or reflected or reserved against the consolidated financial statements of the Company as a result and its Subsidiaries, except for Indebtedness or any commitments therefor or other liabilities or obligations (A) incurred in the ordinary course of business consistent with past practice since December 31, 2012, (B) incurred pursuant to this Agreement or in connection with the Transactions or (C) that do not have a Company Material Adverse Effect. (d) On the Closing Date, the Company shall not have any disagreement Indebtedness outstanding pursuant to the facility letter dated June 26, 2013 and the other agreements related thereto between the Company and China Merchants Bank Co., Ltd. Hong Kong Branch. (e) The Company is in compliance, in all material respects, with all provisions of the Xxxxxxxx-Xxxxx Act of 2002 that are applicable to it. (f) The Company has made available to Parent complete and correct copies of all material amendments and modifications that have not been filed by the Company with the SEC to all agreements, documents and other instruments that previously had been filed by the Company on a matter of accounting principles with the SEC and are currently in effect. (g) The Company has timely filed and made available to Parent all certifications and statements required by (i) Rule 13a-14 or practices, financial statement disclosure Rule 15d-14 under the Exchange Act or auditing scope or procedure, (ii) no executive officer of the Company has failed in any respect to make, without qualification, the certifications required of him or her under 18 U.S.C. Section 302 or 1350 (Section 906 of the Xxxxxxxx-Xxxxx Act of 2002) with respect to any form, report or schedule filed Company SEC Report. The Company and each Group Company have established and maintain disclosure controls and procedures as defined in and required by Rules 13a-15 and 15d-15 of the Exchange Act reasonably designed to ensure that all material information concerning the Company and its Subsidiaries required to be disclosed by the Company with in the SEC since reports it files under the enactment Exchange Act is recorded, processed, summarized and reported, within the time periods specified in the SEC’s rules and related forms, and that such information is accumulated and communicated to the Company’s chief executive officer and chief financial officer (or persons performing similar functions), as appropriate, to allow timely decisions regarding required disclosure. Neither the Company nor, to the Company’s knowledge, its independent registered public accounting firm has identified or been made aware of any “significant deficiencies” or “material weaknesses” (as defined by the Public Company Accounting Oversight Board) in the design or operation of the Xxxxxxxx-Xxxxx Actinternal controls and procedures of the Company that are reasonably likely to adversely affect the ability of the Company to record, process, summarize and report financial data. To the Company’s knowledge, there is, and neither since January 1, 2011, there has been, no fraud, whether or not material, that involves (or involved) the management of the Company nor any of its executive officers has received notice from any Governmental Entity challenging or questioning other employees who have (or had) a significant role in the accuracy, completeness or manner of the filing of the certification required by the Xxxxxxxx-Xxxxx Act and made internal controls over financial reporting utilized by the Company’s principal executive officer and principal financial officer and (iii) no enforcement action has been initiated or, to . Since the knowledge date of the Company, threatened against the Company by the SEC relating to disclosures contained in any Company SEC Document. (d) Except as permitted by ’s most recently filed annual report under the Exchange Act, including Sections 13(k)(2there have been no changes in the Company’s internal control over financial reporting (as such term is defined in the Exchange Act) that have materially affected or are reasonably likely to materially affect, the Company’s internal control over financial reporting. As used in this Section 3.07, the term “file” shall be broadly construed to include any manner in which a document or information is furnished, supplied or otherwise made available to the SEC. (h) The Group Companies maintain a system of internal control over financial reporting (as defined in Rule 13a-15(f) under the Exchange Act) that is designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements in accordance with GAAP. (3i) or The Company is in compliance, in all material respects, with the applicable listing and corporate governance rules and regulations of the SECNYSE, since subject to availing itself of any “home country” exemption from such rules and regulations available to a “foreign private issuer” (as defined under the enactment Exchange Act and under the relevant rules and regulations of the Xxxxxxxx-Xxxxx Act, neither the Company nor any of its affiliates has made, arranged or modified (in any material way) any extensions of credit in the form of a personal loan to any executive officer or director of the CompanyNYSE).

SEC Filings; Financial Statements. (a) Since May 31, 2010, the The Company has timely filed or otherwise furnished (as applicable) all registration statements, prospectuses, forms, reports, certifications, statements reports and other documents required to be filed or furnished by it under with the SEC since January 22, 2008 (such documents filed since January 22, 2008, and those filed by the Company with the SEC subsequent to the date of this Agreement, if any, including any amendments thereof, the “SEC Reports”). Each SEC Report (x) complied, or if filed subsequent to the date of the Agreement will comply, as to form in all material respects with the applicable requirements of the Securities Act of 1933, as amended (the “Securities Act”), or the Exchange Act, as the case may be, together with all certifications required pursuant to and the Xxxxxxxx-Xxxxx Act of 2002 (the “Xxxxxxxx-Xxxxx ActSOX”) and the applicable rules and regulations promulgated thereunder, and (such documents and any other documents filed by the Company or any Company Subsidiary with the SECy) did not, as have been supplemented, modified or amended since at the time of filing, collectively, the “Company SEC Documents”). As of their respective effective dates it was filed (in the case of the Company SEC Documents that are registration statements filed pursuant to the requirements of the Securities Act) and as of their respective SEC filing dates (in the case of all other Company SEC Documents), or in each caseor, if amended prior to the date hereof, as of the date of the last such amendment), contain, or if filed after the Company SEC Documents (i) did date hereof at the time of the filing will not contain 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 and (ii) complied in all material respects with the applicable requirements of the Exchange Act misleading. No Company Subsidiary has been or the Securities Act, as the case may be, the Xxxxxxxx-Xxxxx Act and the applicable rules and regulations of the SEC thereunder. None of the Company Subsidiaries is required to file any formsform, reports report or other documents document with the SEC. All . (b) (i) Each of the audited consolidated financial statements and unaudited consolidated interim financial statements of the Company and the consolidated Company Subsidiaries included contained in the Company SEC Documents, including the related notes and schedules Reports (collectively, the “Audited Company Financial Statements”) (A) have been has been, or will be, as the case may be, prepared from and in accordance with and accurately reflect the books and records of the Company and its consolidated Company Subsidiaries in all material respects, (B) complied, or will comply, as the case may be, as of their respective dates of filing with the SEC, in all material respects with applicable accounting requirements and published rules and regulations of the SEC with respect thereto, (C) was, or will be, as the case may be, prepared in accordance with U.S. generally accepted accounting principles (“GAAP”) applied on a consistent basis throughout the periods indicated (except as may be indicated in the notes thereto), and (D) fairly presents, or will fairly present, as the case may be, in all material respects the consolidated financial position, results of operations and cash flows of the Company and its consolidated Company Subsidiaries as of the respective dates thereof and for the respective periods indicated therein. (ii) The unaudited consolidated financial statements contained in the SEC Reports (such unaudited consolidated financial statements together with the Audited Company Financial Statements, the “Company Financial Reports”) (A) has been, or will be, as the case may be, prepared from and in accordance with and accurately reflect the books and records of the Company and its consolidated Company Subsidiaries in all material respects, (B) was, or will be, as the case may be, prepared in accordance with GAAP applied on a consistent basis during throughout the periods involved indicated (except as may be indicated in the notes thereto ornoted therein and, in the case of interim unaudited quarterly financial statements, for normal and recurring yearas permitted by Form 10-end adjustments) Q under the Exchange Act), and (BC) fairly present presents, or will fairly present, as the case may be, in all material respects the consolidated financial position and the consolidated results of operations, cash flows and changes in stockholders’ equity operations of the Company and the its consolidated Company Subsidiaries as of the respective dates thereof and for the respective periods referred to indicated therein (except as may be indicated in the notes thereto or, in the case of interim financial statements, for subject to normal and recurring year-end adjustments). (bc) Except as and to the extent set forth on the consolidated balance sheet of the Company and its consolidated Company Subsidiaries as of July 4, 2010, including the notes thereto (the “July 2010 Balance Sheet”), neither the Company nor any Company Subsidiary has any liability, commitment, contingency or obligation of a nature required by GAAP to be disclosed on a consolidated balance sheet of the Company, except for (i) liabilities, commitments, contingencies and obligations incurred in the ordinary course of business consistent with past practice since the date of the July 2010 Balance Sheet, (ii) liabilities, commitments, contingencies and obligations that have not had, and would not reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect, and (iii) liabilities, commitments, contingencies and obligations incurred in connection with the transactions contemplated hereby or as required by this Agreement. (d) Each of the principal executive officer of the Company and the principal financial officer of the Company (and each former principal executive officer of the Company and each former principal financial officer of the Company, as applicable) has made all certifications required by Rule 13a-14 or 15d-14 under the Exchange Act or Sections 302 and 906 of SOX and the rules and regulations of the SEC promulgated thereunder with respect to the SEC Reports, and the statements contained in such certifications are true and correct. For purposes of this Section 4.7(d), “principal executive officer” and “principal financial officer” shall have the meanings given to such terms in SOX. Neither the Company nor any of the Company Subsidiaries has outstanding, or has arranged any outstanding, “extensions of credit” to directors or executive officers within the meaning of Section 402 of SOX. The Company is in compliance in all material respects with SOX. (e) Neither the Company nor any of the Company Subsidiaries is a party to, nor or has any commitment to become a party to, any joint venture, off-balance sheet partnership or any similar Contract contract or arrangement (including any Contract contract or arrangement relating to any transaction or relationship between or among the CompanyCompany and any of the Company Subsidiaries, on the one hand, and any unconsolidated affiliate, including any structured finance, special purpose or limited purpose entity or Personperson, on the other hand), or any “off-balance sheet arrangements” (as defined in Item 303(a) of Regulation S-K promulgated by of the SEC)), where the result, purpose or intended effect of such Contract contract or arrangement is to avoid disclosure of any material transaction involving, or material liabilities of, the Company or any of the Company Subsidiaries in its the Company’s or such Company Subsidiary’s published financial statements or other Company of the SEC DocumentsReports. (cf) Without limiting The Company maintains a system of internal controls over financial reporting and accounting designed to provide reasonable assurances regarding the generality reliability of Section 4.7(a)financial reporting and the preparation of financial statements for external purposes, since May 31, 2010, including to provide reasonable assurance that: (i) Deloitte & Touche LLP and KPMG LLP have not resigned transactions are executed in accordance with management’s general or been dismissed as independent public accountants of the Company as a result of or in connection with any disagreement with the Company on a matter of accounting principles or practices, financial statement disclosure or auditing scope or procedure, specific authorizations; (ii) no executive officer transactions are recorded as necessary to permit preparation of financial statements in conformity with GAAP and to maintain asset accountability; (iii) access to assets that could have a material effect on the Company has failed Company’s financial statements is permitted only in any respect to make, without qualification, accordance with management’s general or specific authorization; and (iv) the certifications required of him or her under Section 302 or 906 of recorded accountability for assets is compared with the Xxxxxxxx-Xxxxx Act existing assets at reasonable intervals and appropriate action is taken with respect to any form, report or schedule filed differences. (g) The Company has in place “disclosure controls and procedures” (as defined in Rules 13a-15(e) and 15d-15(e) of the Exchange Act) that are designed to ensure that material information that is required to be disclosed by the Company with in the SEC since reports that it files or submits under the enactment of Exchange Act is recorded, processed, summarized and reported within the Xxxxxxxx-Xxxxx Act, time periods specified in the SEC’s rules and neither the Company nor any of its executive officers has received notice from any Governmental Entity challenging or questioning the accuracy, completeness or manner of the filing of the certification required by the Xxxxxxxx-Xxxxx Act forms and is accumulated and made by the Company’s known to its principal executive officer and principal financial officer as appropriate to allow timely decisions regarding required disclosure. (h) The Company’s management has completed an assessment of the effectiveness of the Company’s internal controls over financial reporting in compliance with the requirements of Section 404 of SOX for the fiscal year ended January 3, 2010, and such assessment concluded that such controls were effective. The Company has disclosed to the Company’s outside auditors and the audit committee of the Company (and made copies of such disclosures available to Parent) (A) all significant deficiencies and material weaknesses in the design or operation of internal controls over financial reporting (as defined in Rule 13a-15(f) of the Exchange Act) that are reasonably likely to adversely affect in any material respect the Company’s ability to record, process, summarize and report financial data, (B) any 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, and (iiiC) any written claim or allegation of any of the foregoing. The Company has not received from its independent auditors any oral or written notification of a (i) “reportable condition” or (ii) “material weakness” in the Company’s internal controls. For purposes of this Agreement, the terms “reportable condition” and “material weakness” shall have the meanings assigned to them in the Statements of Auditing Standards 60, as in effect on the date hereof. (i) The Company has furnished Parent with copies of all comment letters received by the Company from the SEC since January 22, 2008, relating to the Company’s SEC Reports and all responses of the Company thereto. There are no enforcement action has been initiated outstanding unresolved issues with respect to the Company or the SEC Reports noted in comment letters or other correspondence received by the Company or its attorneys from the SEC, and there are no pending (i) formal or, to the knowledge of the Company, threatened against informal investigations of the Company by the SEC relating to disclosures contained in or (ii) inspection of an audit of the Company’s financial statements by the Public Company Accounting Oversight Board. To the knowledge of the Company, there has been no material complaint, allegation, assertion or claim that the Company or any Company SEC Document. (d) Except as permitted Subsidiary has engaged in improper or illegal accounting or auditing practices or maintains improper or inadequate internal accounting controls. No current or former attorney representing the Company or any of the Company Subsidiaries has reported evidence of a material violation of securities laws, breach of fiduciary duty or similar violation by the Exchange Act, including Sections 13(k)(2) and (3) Company or rules of the SEC, since the enactment of the Xxxxxxxx-Xxxxx Act, neither the Company nor any of its affiliates has madeofficers, arranged directors, employees or modified (in agents to the Company Board or any material way) any extensions of credit in the form of a personal loan committee thereof or to any director or executive officer or director of the Company. (j) To the knowledge of the Company, no employee of the Company or any of the Company Subsidiaries has provided or is providing information to any law enforcement agency regarding the possible commission of any crime or the violation or possible violation of any applicable legal requirements of the type described in Section 806 of SOX. (k) The Company has heretofore furnished to Parent complete and correct copies of all material amendments and material modifications that have not been filed by the Company with the SEC to all Contracts, documents and other instruments that previously had been filed by the Company with the SEC and are currently in effect.

SEC Filings; Financial Statements. (a) Since May 31The Company has filed with, 2010or furnished (on a publicly available basis) to, the Company has timely filed or otherwise furnished (as applicable) SEC all registration statements, prospectuses, forms, reports, certificationsschedules, statements and other documents required to be filed or furnished by it under the Securities Act or the Exchange Act, as the case may be, together with all certifications required pursuant to the Xxxxxxxx-Xxxxx Act of 2002 including any amendments or supplements thereto, from and after November 3, 2010 (the “Xxxxxxxx-Xxxxx Act”) (such documents and any other documents filed by the Company or any Company Subsidiary with the SEC, as have been supplemented, modified or amended since the time of filing, collectively, the “Company SEC DocumentsFilings”). As of their respective effective dates (in the case of the Each Company SEC Documents that are registration statements filed pursuant to the requirements of the Securities ActFiling, as amended or supplemented, if applicable, (i) and as of their respective SEC filing dates (in the case of all other Company SEC Documents)its date, or in each caseor, if amended prior to the date hereofor supplemented, as of the date of the last such amendmentmost recent amendment or supplement thereto, complied in all material respects with the Company requirements of the Securities Act or the Exchange Act, as the case may be, and the applicable rules and regulations of the SEC Documents thereunder, and (iii) did not not, at the time it was filed (or became effective in the case of registration statements), or, if amended or supplemented, as of the date of the most recent amendment or supplement thereto, 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 and (ii) complied in all material respects with misleading. As of the applicable date of this Agreement, no Company Subsidiary is separately subject to the periodic reporting requirements of the Exchange Act or the Securities Act, as the case may be, the Xxxxxxxx-Xxxxx Act and the applicable rules and regulations . (b) Each of the SEC thereunder. None of the Company Subsidiaries is required to file any forms, reports or other documents with the SEC. All of the audited consolidated financial statements and unaudited consolidated interim financial statements of the Company and the consolidated Company Subsidiaries included contained or incorporated by reference in the Company SEC DocumentsFilings (as amended, supplemented or restated, if applicable), including the related notes and schedules schedules, was prepared (collectively, except as indicated in the “Company Financial Statements”notes thereto) (A) have been prepared in accordance with GAAP applied on a consistent basis during throughout the periods involved indicated, and each such consolidated financial statement presented fairly, in all material respects, the consolidated financial position, results of operations, stockholders’ equity and cash flows of the Company and its consolidated subsidiaries as of the respective dates thereof and for the respective periods indicated therein (except as may be indicated in the notes thereto orsubject, in the case of interim unaudited quarterly financial statements, for to normal and recurring year-end adjustments) and (B) fairly present in all material respects the consolidated financial position and the consolidated results of operations, cash flows and changes in stockholders’ equity of the Company and the consolidated Company Subsidiaries as of the dates and for the periods referred to therein (except as may be indicated in the notes thereto or, in the case of interim financial statements, for normal and recurring year-end adjustments). (bc) Neither the Company nor any The records, systems, controls, data and information of the Company and the Company Subsidiaries that are used in the system of internal accounting controls described in the following sentence are recorded, stored, maintained and operated under means that are under the exclusive ownership and direct control of the Company or the Company Subsidiaries or accountants, 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. The Company and the Company 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 for external purposes in accordance with GAAP, including that: (1) transactions are executed only in accordance with management’s authorization; (2) transactions are recorded as necessary to permit preparation of the financial statements of the Company and the Company Subsidiaries and to maintain accountability for the assets of the Company and the Company Subsidiaries; (3) access to such assets is permitted only in accordance with management’s authorization; (4) the reporting of such assets is compared with existing assets at regular intervals; and (5) accounts, notes and other receivables and inventory are recorded accurately, and proper and adequate procedures are implemented to effect the collection thereof on a party to, nor has any commitment current and timely basis. The Company’s principal executive officer and its principal financial officer have disclosed to become a party to, any joint venture, off-balance sheet partnership or similar Contract (including any Contract or arrangement relating to any transaction or relationship between or among the Company’s auditors and the audit committee of the Company Board (i) all significant deficiencies and material weaknesses in the design or operation of internal controls over financial reporting that are reasonably likely to adversely affect the Company’s ability to record, on the one handprocess, summarize and report financial data, and (ii) any unconsolidated affiliatefraud, including any structured financewhether or not material, special purpose that involves management or limited purpose entity or Personother employees who have a significant role in the Company’s internal controls, on and the other hand), or any “off-balance sheet arrangements” (as defined in Item 303(a) of Regulation S-K promulgated by the SEC), where the result, purpose or intended effect of such Contract is Company has made available to avoid disclosure Parent copies of any material transaction involving, or written materials relating to the foregoing. The Company has established and maintains disclosure controls and procedures (as such term is defined in Rule 13a-15 promulgated under the Exchange Act) designed to ensure that material liabilities of, information relating to the Company required to be included in its published financial statements or other Company SEC Documents. (c) Without limiting reports filed under the generality of Section 4.7(a), since May 31, 2010, (i) Deloitte & Touche LLP and KPMG LLP have not resigned or been dismissed as independent public accountants of the Company as a result of or in connection with any disagreement with the Company on a matter of accounting principles or practices, financial statement disclosure or auditing scope or procedure, (ii) no executive officer of the Company 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 the Company with the SEC since the enactment of the Xxxxxxxx-Xxxxx Exchange Act, and neither the Company nor any of including its executive officers has received notice from any Governmental Entity challenging or questioning the accuracyconsolidated subsidiaries, completeness or manner of the filing of the certification required by the Xxxxxxxx-Xxxxx Act and is made by known to the Company’s principal executive officer and its principal financial officer and (iii) no enforcement action has been initiated orby others within those entities, particularly during the periods in which the periodic reports required under the Exchange Act are being prepared, and, to the knowledge of the Company, threatened against such disclosure controls and procedures are effective in timely alerting the Company’s principal executive officer and its principal financial officer to material information required to be included in the Company’s periodic reports required under the Exchange Act. Since the enactment of the Sxxxxxxx-Xxxxx Act, none of the Company by the SEC relating to disclosures contained in or any Company SEC DocumentSubsidiary has made any prohibited loans to any director or executive officer of the Company (as defined in Rule 3b-7 promulgated under the Exchange Act). (d) Except as permitted and to the extent disclosed or reserved against on the Company’s most recent balance sheet (or, in the notes thereto) included in the Company SEC Filings, none of the Company or its consolidated subsidiaries has any liabilities or obligations of any nature (whether accrued, absolute, contingent or otherwise), except for liabilities or obligations (i) expressly contemplated by the Exchange Actor under this Agreement, including Sections 13(k)(2Section 6.1 hereof, (ii) incurred in the ordinary course of business consistent with past practice since the most recent balance sheet set forth in the Company SEC Filings made through and including the date of this Agreement, (3iii) or rules described in any section of the SECCompany Disclosure Letter or (iv) that, since individually or in the enactment aggregate, have not had and would not reasonably be expected to have a Company Material Adverse Effect. (e) Except as set forth in Section 4.7(e) of the Xxxxxxxx-Xxxxx ActCompany Disclosure Letter, neither to the Company nor any of its affiliates has made, arranged or modified (in any material way) any extensions of credit in the form of a personal loan to any executive officer or director knowledge of the Company, none of the Company SEC Filings is the subject of ongoing SEC review and the Company has not received any comments from the SEC with respect to any of the Company SEC Filings since November 3, 2010 which remain unresolved, nor has it received any inquiry or information request from the SEC as to any matters affecting the Company which has not been adequately addressed. The Company has made available to Parent true and complete copies of all written comment letters from the staff of the SEC received since November 3, 2010 through the date of this Agreement relating to the Company SEC Filings and all written responses of the Company thereto through the date of this Agreement. None of the Company SEC Filings is the subject of any confidential treatment request by the Company.

SEC Filings; Financial Statements. (a) Since May 31, 2010, the Company EXCEL has timely --------------------------------- filed or otherwise furnished (as applicable) all registration statements, prospectuses, forms, reports, certifications, statements reports and other documents required to be filed with the SEC since May 9, 1996, and has heretofore delivered or furnished made available to Telco, in the form filed with the SEC, together with any amendments thereto, its (i) Annual Report on Form 10-K for the fiscal year ended December 31, 1996, (ii) all proxy statements relating to EXCEL's meetings of stockholders (whether annual or special) held since May 9, 1996, (iii) Quarterly Report on Form 10-Q for the fiscal quarter ended March 31, 1997, and (iv) all other reports or registration statements filed by it under EXCEL with the Securities SEC since May 9, 1996 (collectively, the "EXCEL SEC Reports"). The EXCEL SEC Reports (i) were prepared substantially in accordance with the requirements of the 1933 Act or the Exchange Act, as the case may be, together with all certifications required pursuant to and the Xxxxxxxx-Xxxxx Act rules and regulations promulgated under each of 2002 such respective acts, and (the “Xxxxxxxx-Xxxxx Act”) (such documents and any other documents filed by the Company or any Company Subsidiary with the SEC, as have been supplemented, modified or amended since the time of filing, collectively, the “Company SEC Documents”). As of their respective effective dates (in the case of the Company SEC Documents that are registration statements filed pursuant to the requirements of the Securities Act) and as of their respective SEC filing dates (in the case of all other Company SEC Documents), or in each case, if amended prior to the date hereof, as of the date of the last such amendment, the Company SEC Documents (iii) did not at the time they were filed 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 misleading. (b) The financial statements, including all related notes and schedules, contained in the EXCEL SEC Reports (iior incorporated by reference therein) complied in all material respects with fairly present the applicable requirements of the Exchange Act or the Securities Act, as the case may be, the Xxxxxxxx-Xxxxx Act and the applicable rules and regulations of the SEC thereunder. None of the Company Subsidiaries is required to file any forms, reports or other documents with the SEC. All of the audited consolidated financial statements position of EXCEL and unaudited consolidated interim financial statements of its Subsidiaries as at the Company respective dates thereof and the consolidated Company results of operations and cash flows of EXCEL and its Subsidiaries included in for the Company SEC Documents, including the related notes and schedules (collectively, the “Company Financial Statements”) (A) have been prepared periods indicated in accordance with GAAP applied on a consistent basis during throughout the periods involved (except as may be indicated for changes in accounting principles disclosed in the notes thereto or, thereto) and subject in the case of interim financial statements, for statements to normal and recurring year-end adjustments) and (B) fairly present in all material respects the consolidated financial position and the consolidated results of operations, cash flows and changes in stockholders’ equity of the Company and the consolidated Company Subsidiaries as of the dates and for the periods referred to therein (except as may be indicated in the notes thereto or, in the case of interim financial statements, for normal and recurring year-end adjustments). (b) Neither the Company nor any of the Company Subsidiaries is a party to, nor has any commitment to become a party to, any joint venture, off-balance sheet partnership or similar Contract (including any Contract or arrangement relating to any transaction or relationship between or among the Company, 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 promulgated by the SEC), where the result, purpose or intended effect of such Contract is to avoid disclosure of any material transaction involving, or material liabilities of, the Company in its published financial statements or other Company SEC Documents. (c) Without limiting the generality EXCEL has heretofore made available to Telco a complete and correct copy of Section 4.7(a)any material amendments or modifications, since May 31, 2010, (i) Deloitte & Touche LLP and KPMG LLP which have not resigned or yet been dismissed as independent public accountants of the Company as a result of or in connection with any disagreement filed with the Company on a matter of accounting principles SEC, to agreements, documents or practices, financial statement disclosure or auditing scope or procedure, (ii) no executive officer of the Company 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 other instruments which previously had been filed by the Company EXCEL with the SEC since the enactment of the Xxxxxxxx-Xxxxx Act, and neither the Company nor any of its executive officers has received notice from any Governmental Entity challenging or questioning the accuracy, completeness or manner of the filing of the certification required by the Xxxxxxxx-Xxxxx Act and made by the Company’s principal executive officer and principal financial officer and (iii) no enforcement action has been initiated or, pursuant to the knowledge of the Company, threatened against the Company by the SEC relating to disclosures contained in any Company SEC Document. (d) Except as permitted by the Exchange Act, including Sections 13(k)(2) and (3) or rules of the SEC, since the enactment of the Xxxxxxxx-Xxxxx Act, neither the Company nor any of its affiliates has made, arranged or modified (in any material way) any extensions of credit in the form of a personal loan to any executive officer or director of the Company.

SEC Filings; Financial Statements. (a) Since May 31, 2010, the The Company has timely filed with or otherwise furnished (as applicable) to the SEC all registration statements, prospectuses, forms, reports, certificationsdefinitive proxy statements, statements schedules and other documents required to be filed or furnished by it under the Securities Act or the Exchange Act, as the case may be, together with all certifications required pursuant to the Xxxxxxxx-Xxxxx Act of 2002 be (the “Xxxxxxxx-Xxxxx Act”) (such documents and any other documents filed by the Company or any Company Subsidiary with the SEC, as have been supplemented, modified or amended since the time of filing, collectively, the “Company SEC DocumentsFilings”). As of their respective effective dates Each SEC Filing, as amended or supplemented, if applicable, (in the case of the Company SEC Documents that are registration statements filed pursuant to the requirements of the Securities Acti) and as of their respective SEC filing dates (in the case of all other Company SEC Documents)its date, or in each caseor, if amended prior to the date hereofamended, as of the date of the last such amendment, complied in all material respects with the Company applicable requirements of the Securities Act, the Exchange Act and the Xxxxxxxx-Xxxxx Act of 2002, as amended (the “Xxxxxxxx-Xxxxx Act”), as the case may be, and the rules and regulations of the SEC Documents thereunder, applicable to such SEC Filing, and (iii) did not not, at the time it was filed (or at the time it became effective in the case of registration statements), or, if amended, as of the date of the last 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 and (iimisleading. The Company has never been an issuer subject to Rule 144(i) complied in all material respects with the applicable requirements of the Exchange Act or under the Securities Act, as . As of the case may beInitial Closing, the Xxxxxxxx-Xxxxx Act and Company meets the applicable rules and regulations “Registrant Requirements” for eligibility to use Form S-3 set forth in General Instruction I.A to Form S-3. As of the date of this Agreement, there are no outstanding or unresolved comments in comment letters received from the SEC staff with respect to the SEC Filings and, to the Company’s knowledge, none of the SEC thereunder. None Filings is the subject of ongoing SEC review, outstanding SEC comment or outstanding SEC investigation. (b) Each of the Company Subsidiaries is required to file any forms, reports or other documents with the SEC. All of the audited consolidated financial statements and unaudited consolidated interim financial statements of the Company and the consolidated Company Subsidiaries included (including, in each case, any notes thereto) contained in the Company SEC DocumentsFilings, including the related notes and schedules (collectivelyas amended, the “Company Financial Statements”) (A) have been supplemented or restated, if applicable, was prepared in accordance with GAAP applied on a consistent basis during the periods involved (except as may be indicated in the notes thereto orand, in the case of interim unaudited quarterly financial statements, for normal and recurring yearas permitted by the Form 10-end adjustmentsQ under the Exchange Act) and (B) fairly present in all material respects the consolidated financial position and the consolidated results of operations, cash flows and changes in stockholders’ equity of the Company and the consolidated Company Subsidiaries as of the dates and for on a consistent basis throughout the periods referred to therein indicated (except as may be indicated in the notes thereto orthereto), and each presented fairly, in all material respects, the consolidated financial position, results of operations and cash flows of the Company and the consolidated subsidiaries of the Company as of the respective dates thereof and for the respective periods indicated therein (subject, in the case of interim unaudited quarterly financial statements, for to normal and recurring year-end adjustments). (bc) Neither the The Company nor any and its subsidiaries have implemented and maintain a system of the Company Subsidiaries is a party to, nor has any commitment to become a party to, any joint venture, off-balance sheet partnership or similar Contract (including any Contract or arrangement relating to any transaction or relationship between or among the Company, 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” internal control over financial reporting (as defined in Item 303(arequired by Rule 13a-15(a) under the Exchange Act) that is designed to provide reasonable assurance regarding the reliability of Regulation S-K promulgated by financial reporting and the SEC), where the result, purpose or intended effect preparation of such Contract is to avoid disclosure of any material transaction involving, or material liabilities of, the Company in its published consolidated financial statements or other Company SEC Documents. (c) Without limiting the generality of Section 4.7(a), since May 31, 2010, in accordance with GAAP for external purposes and includes policies and procedures that (i) Deloitte & Touche LLP pertain to the maintenance of records that in reasonable detail accurately and KPMG LLP have not resigned or been dismissed as independent public accountants fairly reflect the transactions and dispositions of the Company as a result assets of or in connection with any disagreement with the Company on a matter of accounting principles or practices, financial statement disclosure or auditing scope or procedureCompany, (ii) no executive officer provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with GAAP and to maintain accountability of assets, and that receipts and expenditures of the Company has failed are being made only in any respect to make, without qualification, the certifications required accordance with authorizations of him or her under Section 302 or 906 management and directors of the Xxxxxxxx-Xxxxx Act with respect to any formCompany, report or schedule filed by the Company with the SEC since the enactment of the Xxxxxxxx-Xxxxx Act, and neither the Company nor any of its executive officers has received notice from any Governmental Entity challenging or questioning the accuracy, completeness or manner of the filing of the certification required by the Xxxxxxxx-Xxxxx Act and made by the Company’s principal executive officer and principal financial officer and (iii) no enforcement action has been initiated orprovide reasonable assurance regarding the prevention or timely detection of unauthorized acquisition, to the knowledge use or disposition of the Company’s assets that could have a material effect on its financial statements, threatened against the Company by the SEC relating to disclosures contained in any Company SEC Documentand such system of internal control over financial reporting is reasonably effective. (d) Except The Company has implemented and maintains disclosure controls and procedures (as permitted by defined in Rule 13a-15(d) of the Exchange Act) that are designed to ensure that information required to be disclosed by the Company in the reports it files or submits under the Exchange Act is recorded, including Sections 13(k)(2processed, summarized and reported within the time frames specified by the SEC’s rules and forms (and such disclosure controls and procedures are reasonably effective), and has disclosed, based on its most recent evaluation of its system of internal control over financial reporting prior to the date of this Agreement, to the Company’s independent registered accountant and the audit committee of the Board of Directors (A) any significant deficiencies and material weaknesses to the Company’s Knowledge in the design or operation of its internal control over financial reporting (as defined in Rule 13a-15(f) of the Exchange Act) and (3B) to the Company’s Knowledge any fraud that involves management or rules of the SEC, since the enactment of the Xxxxxxxx-Xxxxx Act, neither the Company nor any of its affiliates has made, arranged or modified (in any material way) any extensions of credit other employees who have a significant role in the form of a personal loan to any executive officer or director of the Company’s internal control over financial reporting.

SEC Filings; Financial Statements. (a) Since May 31January 1, 20102012, the Company has timely filed or otherwise furnished (as applicable) all registration statements, prospectuses, forms, reports, certificationsdefinitive proxy statements, schedules, statements and other documents required to be filed or furnished by it under the Securities Act or the Exchange Act, as the case may be, together with all certifications required pursuant to the Xxxxxxxx-Xxxxx Act of 2002 (the “Xxxxxxxx-Xxxxx Act”) (such documents and any other documents filed by the Company or any Company Subsidiary with the SEC, as have been supplemented, modified or amended since the time of filing, collectively, the “Company SEC Documents”). As of their respective effective dates (in the case of the Company SEC Documents that are registration statements filed pursuant to the requirements of the Securities Act) and as of their respective SEC filing dates (in the case of all other Company SEC Documents), or in each case, if amended prior to the date hereof, as of the date of the last such amendment, the Company SEC Documents (i) did not (or with respect to the Company SEC Documents filed or furnished 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 light of the circumstances under which they were made, not misleading and (ii) complied in all material respects with the applicable requirements of the Exchange Act or the Securities Act, as the case may be, the Xxxxxxxx-Xxxxx Act and the applicable rules and regulations of the SEC thereunderSEC. None of the Company Subsidiaries is currently required to file any forms, reports or other documents with the SEC. To the knowledge of the Company, none of the Company SEC Documents is the subject of ongoing SEC review or outstanding SEC comment. All of the audited consolidated financial statements and unaudited consolidated interim financial statements of the Company and the consolidated Company Subsidiaries included in the Company SEC Documents, including the related notes and schedules Documents (collectively, the “Company Financial Statements”) (A) have been or will be, as the case may be, prepared from the books and records of the Company and the consolidated Company Subsidiaries in all material respects, (B) 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 interim financial statements, for normal and recurring year-end adjustmentsadjustments that are not 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 (BC) fairly present or will fairly present, as the case may be, in all material respects the consolidated financial position and the consolidated results of operations, cash flows and changes in stockholders’ equity of the Company and the consolidated Company Subsidiaries as of the dates and for the periods referred to therein (except as may be indicated in the notes thereto or, in the case of interim financial statements, for normal and recurring year-end adjustments)therein. (b) Neither the Company nor any of the Company Subsidiaries is a party to, nor has any commitment to become a party to, any joint venture, off-balance sheet partnership or similar Contract (including any Contract or arrangement relating to any transaction or relationship between or among the Company, 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 promulgated by the SEC), where the result, purpose or intended effect of such Contract is to avoid disclosure of any material transaction involving, or material liabilities of, the Company in its published financial statements or other Company SEC Documents. (c) Without limiting the generality of Section 4.7(a), since May 31, 2010, (i) Deloitte & Touche LLP and KPMG LLP have not resigned or been dismissed as independent public accountants of the Company as a result of or in connection with any disagreement with the Company on a matter of accounting principles or practices, financial statement disclosure or auditing scope or procedure, (ii) no executive officer of the Company 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 the Company with the SEC since the enactment of the Xxxxxxxx-Xxxxx Act, and neither the Company nor any of its executive officers has received notice from any Governmental Entity challenging or questioning the accuracy, completeness or manner of the filing of the certification required by the Xxxxxxxx-Xxxxx Act and made by the Company’s principal executive officer and principal financial officer and (iii) no enforcement action has been initiated or, to the knowledge of the Company, threatened against the Company by the SEC relating to disclosures contained in any Company SEC Document. (d) Except as permitted by the Exchange Act, including Sections 13(k)(2) and (3) or rules of the SEC, since the enactment of the Xxxxxxxx-Xxxxx Act, neither the Company nor any of its affiliates has made, arranged or modified (in any material way) any extensions of credit in the form of a personal loan to any executive officer or director of the Company.

SEC Filings; Financial Statements. (a) Since May 31, 2010, the The Company has timely filed or otherwise furnished (as applicable) --------------------------------- all registration statements, prospectuses, forms, reports, certifications, statements reports and other documents required to be filed with the SEC since August 27, 1993 and has made available to Parent (i) its Annual Reports on Form 10-K for the fiscal years ended August 27, 1993, August 26, 1994 and August 25, 1995, (ii) all proxy statements relating to the Company's meetings of stockholders (whether annual or furnished special) held since August 27, 1993, (iv) all other reports or registration statements filed by it under the Company with the SEC since August 27, 1993, and (v) all amendments and supplements to all such reports and registration statements filed by the Company with the SEC (collectively, the "SEC Reports"). Except as disclosed in Section 4.7 of the Disclosure Schedule or the SEC Reports, the SEC Reports (i) were prepared in all material respects in accordance with the requirements of the Securities Act of 1933, as amended, and the rules and regulations promulgated thereunder, or the Exchange Act, as the case may be, together with all certifications required pursuant to the Xxxxxxxx-Xxxxx Act of 2002 and (the “Xxxxxxxx-Xxxxx Act”ii) (such documents and any other documents filed by the Company or any Company Subsidiary with the SEC, as have been supplemented, modified or amended since did not at the time of filing, collectively, the “Company SEC Documents”). As of their respective effective dates they were filed (in the case of the Company SEC Documents that are registration statements filed pursuant to the requirements of the Securities Act) and as of their respective SEC filing dates (in the case of all other Company SEC Documents), or in each case, if amended or superseded by a filing prior to the date hereofof this Agreement, as of then on the date of the last such amendment, the Company SEC Documents (ifiling) 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 and (ii) complied in all material respects with the applicable requirements of the Exchange Act or the Securities Act, as the case may be, the Xxxxxxxx-Xxxxx Act and the applicable rules and regulations of the SEC thereundermisleading. None of the Company Subsidiaries Company's subsidiaries is required to file any forms, reports or other documents with the SEC. All . (b) Each of the audited consolidated financial statements and unaudited consolidated interim financial statements of (including, in each case, any related notes thereto) contained in the Company SEC Reports and the consolidated Company Subsidiaries included in the Company SEC Documents, including the related notes and schedules (collectively, the “Company Financial Statements”) (A) have been Company's 1995 Annual Report on Form 10-K was prepared in accordance with GAAP generally accepted accounting principles ("GAAP") applied on a consistent basis during throughout the periods involved (except as may be indicated in the notes thereto orthereto), and each fairly in all material respects presents the case consolidated financial position of the Company and its subsidiaries as at the respective dates thereof and the consolidated results of its operations and cash flows for the periods indicated, except that the unaudited interim financial statements, for statements were or are subject to normal and recurring year-end adjustments) and (B) fairly present adjustments which were not or are not expected to be material in all material respects the consolidated financial position and the consolidated results of operations, cash flows and changes in stockholders’ equity of the Company and the consolidated Company Subsidiaries as of the dates and for the periods referred to therein (except as may be indicated in the notes thereto or, in the case of interim financial statements, for normal and recurring year-end adjustments)amount. (b) Neither the Company nor any of the Company Subsidiaries is a party to, nor has any commitment to become a party to, any joint venture, off-balance sheet partnership or similar Contract (including any Contract or arrangement relating to any transaction or relationship between or among the Company, 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 promulgated by the SEC), where the result, purpose or intended effect of such Contract is to avoid disclosure of any material transaction involving, or material liabilities of, the Company in its published financial statements or other Company SEC Documents. (c) Without limiting the generality of Section 4.7(a), since May 31, 2010, (i) Deloitte & Touche LLP and KPMG LLP have not resigned or been dismissed as independent public accountants of the Company as a result of or in connection with any disagreement with the Company on a matter of accounting principles or practices, financial statement disclosure or auditing scope or procedure, (ii) no executive officer of the Company 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 the Company with the SEC since the enactment of the Xxxxxxxx-Xxxxx Act, and neither the Company nor any of its executive officers has received notice from any Governmental Entity challenging or questioning the accuracy, completeness or manner of the filing of the certification required by the Xxxxxxxx-Xxxxx Act and made by the Company’s principal executive officer and principal financial officer and (iii) no enforcement action has been initiated or, to the knowledge of the Company, threatened against the Company by the SEC relating to disclosures contained in any Company SEC Document. (d) Except as permitted by the Exchange Act, including Sections 13(k)(2) and (3) or rules of the SEC, since the enactment of the Xxxxxxxx-Xxxxx Act, neither the Company nor any of its affiliates has made, arranged or modified (in any material way) any extensions of credit in the form of a personal loan to any executive officer or director of the Company.

SEC Filings; Financial Statements. (a) Since May 31November 11, 2010, the Company has timely filed or otherwise furnished (as applicable) all registration statements, prospectuses, forms, reports, certifications, statements and other documents required to be filed or furnished by it under the Securities Act or the Exchange Act, as the case may be, together with all certifications required pursuant to the Xxxxxxxx-Xxxxx Act of 2002 (the “Xxxxxxxx-Xxxxx Act”) (such documents and any other documents filed by the Company or any Company Subsidiary with the SEC, as have been supplemented, modified or amended since the time of filing, collectively, the “Company SEC Documents”). As of their respective effective dates (in the case of the Company SEC Documents that are registration statements filed pursuant to the requirements of the Securities Act) and as of their respective SEC filing dates (in the case of all other Company SEC Documents), or in each case, if amended prior to the date hereof, as of the date of the last such amendment, the Company SEC Documents (i) 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 light of the circumstances under which they were made, not misleading and (ii) complied in all material respects with the applicable requirements of the Exchange Act or the Securities Act, as the case may be, the Xxxxxxxx-Xxxxx Act and the applicable rules and regulations of the SEC thereunder. None of the Company Subsidiaries is currently required to file any forms, reports or other documents with the SEC. All of the audited consolidated financial statements and unaudited consolidated interim financial statements of the Company and the consolidated Company Subsidiaries included in the Company SEC Documents, including the related notes and schedules Documents (collectively, the “Company Financial Statements”) (A) have been or will be, as the case may be, prepared from, are in accordance with, and accurately reflect the books and records of the Company and the consolidated Company Subsidiaries in all material respects, (B) 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 interim financial statements, for normal and recurring year-end adjustmentsadjustments 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 (BC) fairly present present, in all material respects respects, the consolidated financial position and the consolidated results of operations, cash flows and changes in stockholders’ equity of the Company and the consolidated Company Subsidiaries as of the dates and for the periods referred to therein (except as may be indicated in the notes thereto or, in the case of interim financial statements, for normal and recurring year-end adjustments). (b) Neither the Company nor any of the Company Subsidiaries is a party to, nor has any commitment to become a party to, any joint venture, off-balance sheet partnership or similar Contract (including any Contract or arrangement relating to any transaction or relationship between or among the Company, 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 promulgated by the SEC), where the result, purpose or intended effect of such Contract is to avoid disclosure of any material transaction involving, or material liabilities of, the Company in its published financial statements or other Company SEC Documents. (c) Without limiting the generality of Section 4.7(a3.7(a), since May 31, 2010, (i) Deloitte & Touche PricewaterhouseCoopers LLP and KPMG LLP have has not resigned or been dismissed as independent public accountants accountant of the Company as a result of or in connection with any disagreement with the Company on a matter of accounting principles or practices, financial statement disclosure or auditing scope or procedure, (ii) no executive officer of the Company 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 the Company with the SEC since the enactment of the Xxxxxxxx-Xxxxx Act, and neither the Company nor any of its executive officers has received notice from any Governmental Entity challenging or questioning the accuracy, completeness or manner of the filing of the certification required by the Xxxxxxxx-Xxxxx Act and made by the Company’s principal executive officer and principal financial officer and (iii) no enforcement action has been initiated or, to the knowledge of the Company, threatened against the Company by the SEC relating to disclosures contained in any Company SEC Document. (d) Except as permitted by the Exchange Act, including Sections 13(k)(2) and (3) or rules of the SEC, since the enactment of the Xxxxxxxx-Xxxxx Act, neither the Company nor any of its affiliates has made, arranged or modified (in any material way) any extensions of credit in the form of a personal loan to any executive officer or director of the Company.

SEC Filings; Financial Statements. (a) Since May 31RLLT has made available to the Stockholders a correct and complete copy, 2010or there has been available on the EXXXX system maintained by the U.S. Securities and Exchange Commission (the “SEC”), copies of each report, registration statement and definitive proxy statement filed by RLLT with the SEC for the 10 years prior to the date of this Agreement (the “RLLT SEC Reports”), which, to RLLT’s knowledge, are all the forms, reports and documents filed by RLLT with the SEC for the 10 years prior to the date of this Agreement. As of their respective dates, to RLLT’s knowledge, the Company has timely filed or otherwise furnished RLLT SEC Reports: (as applicablei) were prepared in accordance and complied in all registration statements, prospectuses, forms, reports, certifications, statements and other documents required to be filed or furnished by it under material respects with the requirements of the Securities Act of 1933, as amended (the “Securities Act”), or the Securities Exchange Act of 1934, as amended (the “Exchange Act”), as the case may be, together with all certifications required pursuant and the rules and regulations of the SEC thereunder applicable to the Xxxxxxxx-Xxxxx Act of 2002 such RLLT SEC Reports, and (the “Xxxxxxxx-Xxxxx Act”ii) (such documents and any other documents filed by the Company or any Company Subsidiary with the SEC, as have been supplemented, modified or amended since did not at the time of filing, collectively, the “Company SEC Documents”). As of their respective effective dates they were filed (in the case of the Company SEC Documents that are registration statements filed pursuant to the requirements of the Securities Act) and as of their respective SEC filing dates (in the case of all other Company SEC Documents), or in each case, if amended or superseded by a filing prior to the date hereof, as of this Agreement then on the date of the last such amendment, the Company SEC Documents (ifiling and as so amended or superseded) 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 light of the circumstances under which they were made, not misleading and misleading. (iib) complied Each set of financial statements (including, in each case, any related notes thereto) contained in the RLLT SEC Reports comply as to form in all material respects with the applicable requirements of the Exchange Act or the Securities Act, as the case may be, the Xxxxxxxx-Xxxxx Act and the applicable published rules and regulations of the SEC thereunder. None of the Company Subsidiaries is required to file any formswith respect thereto, reports or other documents with the SEC. All of the audited consolidated financial statements and unaudited consolidated interim financial statements of the Company and the consolidated Company Subsidiaries included in the Company SEC Documents, including the related notes and schedules (collectively, the “Company Financial Statements”) (A) have been were prepared in accordance with GAAP U.S. generally accepted accounting principles, applied on a consistent basis during throughout the periods involved (except as may be indicated in the notes thereto or, in the case of interim financial unaudited statements, for normal and recurring yeardo not contain footnotes as permitted by Form 10-end adjustmentsQ promulgated under the Exchange Act) and (B) each fairly present presents in all material respects the consolidated financial position of RLLT at the respective dates thereof and the consolidated results of its operations and cash flows for the periods indicated, except that the unaudited interim financial statements were or are subject to normal adjustments which were not or are not expected to have a material adverse effect on: (i) the assets, liabilities, results of operations, cash flows and changes condition (financial or otherwise) or business of RLLT; or (ii) the ability of RLLT to perform its obligations hereunder, but, to the extent applicable, shall exclude any circumstance, change or effect to the extent resulting or arising from: (A) any change in stockholders’ equity of the Company and the consolidated Company Subsidiaries as of the dates and for the periods referred to therein (except as may be indicated general economic conditions in the notes thereto or, industries or markets in the case of interim financial statements, for normal and recurring year-end adjustments). which RLLT operates so long as RLLT is not disproportionately (bin a material manner) Neither the Company nor any of the Company Subsidiaries is a party to, nor has any commitment to become a party to, any joint venture, off-balance sheet partnership affected by such changes; (1) national or similar Contract (including any Contract or arrangement relating to any transaction or relationship between or among the Company, on the one hand, and any unconsolidated affiliateinternational political conditions, including any structured financeengagement in hostilities, special purpose whether or limited purpose entity not pursuant to the declaration of a national emergency or Person, on the other hand)war, or any “off-balance sheet arrangements” (as defined in Item 303(a) of Regulation S-K promulgated by the SEC), where the result, purpose or intended effect of such Contract is to avoid disclosure occurrence of any military or terrorist attack so long as RLLT is not disproportionately (in a material transaction involvingmanner) affected by such changes; (2) changes in United States generally accepted accounting principles, or material liabilities ofthe interpretation thereof; or (3) the entry into or announcement of this Agreement, actions contemplated by this Agreement, or the Company in its published financial statements or other Company SEC Documentsconsummation of the transactions contemplated hereby (a “RLLT Material Adverse Effect”). (c) Without limiting the generality of Section 4.7(a), since May 31, 2010, (i) Deloitte & Touche LLP and KPMG LLP have not resigned or been dismissed as independent public accountants As of the Company date of all balance sheets included in the RLLT SEC Reports, except as a result of and to the extent reflected or reserved against therein, RLLT had no liabilities or obligations (absolute or contingent) which should be reflected in connection the balance sheets or the notes thereto prepared in accordance with any disagreement with U.S. generally accepted accounting principles, and all assets reflected therein are properly reported and present fairly the Company on a matter of accounting principles or practices, financial statement disclosure or auditing scope or procedure, (ii) no executive officer value of the Company has failed assets of RLLT, in any respect accordance with U.S. generally accepted accounting principles. All statements of operations, stockholders’ equity and cash flows included in the RLLT SEC Reports reflect fairly the information required 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 be set forth therein by the Company with the SEC since the enactment of the Xxxxxxxx-Xxxxx Act, and neither the Company nor any of its executive officers has received notice from any Governmental Entity challenging or questioning the accuracy, completeness or manner of the filing of the certification required by the Xxxxxxxx-Xxxxx Act and made by the Company’s principal executive officer and principal financial officer and (iii) no enforcement action has been initiated or, to the knowledge of the Company, threatened against the Company by the SEC relating to disclosures contained in any Company SEC DocumentU.S. generally accepted accounting principles. (d) Except For the 36 month period prior to the date of this Agreement, RLLT has maintained a system of internal accounting controls sufficient to provide reasonable assurance that: (i) transactions are executed in accordance with management’s general or specific authorizations, (ii) transactions are recorded as necessary to permit preparation of financial statements in conformity with U.S. generally accepted accounting principles and to maintain asset accountability, (iii) access to assets is permitted by the Exchange Actonly in accordance with management’s general or specific authorization, including Sections 13(k)(2) and (3iv) the recorded accountability for assets is compared with the existing assets at reasonable intervals and appropriate action is taken with respect to any differences. (e) RLLT has no liabilities with respect to the payment of any federal, state, county, local or rules other taxes (including any deficiencies, interest or penalties), except for taxes accrued but not yet due and payable. (f) RLLT has timely filed all state, federal or local income and/or franchise tax returns required to be filed by it from inception to the date hereof. Each of such income tax returns reflects the SECtaxes due for the period covered thereby, since the enactment of the Xxxxxxxx-Xxxxx Actexcept for amounts which, neither the Company nor any of its affiliates has made, arranged or modified (in any material way) any extensions of credit in the form aggregate, are immaterial. (g) The books and records, financial and otherwise, of a personal loan to any executive officer or director of the CompanyRLLT are in all material aspects complete and correct and have been maintained in accordance with good business and accounting practices.

SEC Filings; Financial Statements. (a) Since May 31January 1, 20102017, the Company has has, in all material respects, timely filed with or otherwise furnished (as applicable) to the U.S. Securities and Exchange Commission (“SEC”) all registration statements, prospectuses, forms, reports, certificationsproxy statements, schedules, statements and other documents required to be filed or furnished by it with the SEC under the Securities Act or the Exchange Act, as the case may be, together with all certifications required pursuant to the Xxxxxxxx-Xxxxx Act of 2002 (the “Xxxxxxxx-Xxxxx Act”) be (such documents and any other documents filed or furnished by the Company or any Company Subsidiary with the SECSEC since January 1, 2017, as have been supplemented, modified or amended since the time of filing, collectively, the “Company SEC Documents”). As of their respective effective dates (in the case of the Company SEC Documents that are registration statements filed pursuant to the requirements of the Securities Act) and as of their respective SEC filing dates (in the case of all other Company SEC Documents), or in each caseor, if supplemented, modified or amended prior to the date hereof, as of the date of the last such most recent supplement, modification or amendment, the Company SEC Documents (i) did not (or, with respect to the Company SEC Documents filed after the date hereof, 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 light of the circumstances under which they were made, not misleading and (ii) complied complied, as of such date, as to form in all material respects with the applicable requirements of the Exchange Act, the Securities Act or the Securities Xxxxxxxx-Xxxxx Act, as the case may be, the Xxxxxxxx-Xxxxx Act and the applicable rules and regulations of the SEC thereunderthereunder and the listing and corporate governance rules and regulations of the NYSE, provided, however, in each case, that no representation is made as to the accuracy of any financial projections or forward-looking statements or the completeness of any information furnished by the Company to the SEC solely for the purposes of complying with Regulation FD promulgated under the Exchange Act. None of the Company Company’s Subsidiaries is required to file any forms, periodic reports or other documents with the SEC. All As of the date of this Agreement, there are no outstanding or unresolved comments in any comment letters of the staff of the SEC received by the Company or any Company Subsidiary relating to the Company SEC Documents. To the Knowledge of the Company as of the date hereof, none of the Company SEC Documents is the subject of ongoing SEC review or outstanding SEC investigation. (b) The audited consolidated financial statements and unaudited consolidated interim financial statements of the Company and the consolidated Company Subsidiaries (including, in each case, any related notes thereto) included in the Company SEC Documents, including the related notes and schedules Documents (collectively, the “Company Financial Statements”) (Ai) have been prepared when filed complied as to form in accordance all material respects with GAAP applied on a consistent basis during the periods involved (except as may be indicated in published rules and regulations of the notes SEC with respect thereto or, in the case of interim financial statements, for normal and recurring year-end adjustments) and (Bii) fairly present in all material respects the consolidated financial position and the consolidated results of operations, cash flows and changes in stockholders’ equity of the Company and the consolidated Company Subsidiaries Subsidiaries, taken as a whole, as of the dates and for the periods referred to therein in accordance with GAAP applied on a consistent basis during the periods involved (except as may be indicated in the notes thereto orsubject, in the case of interim financial statements, for to normal and recurring year-end adjustmentsadjustments and the absence of notes and except as may be indicated in the notes thereto). (bc) Neither the Company nor any of the Company Subsidiaries is a party to, nor or has any commitment to become a party to, any joint venture, off-balance sheet partnership or similar Contract (including any Contract or arrangement relating to any transaction or relationship between or among the Company, 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-off balance sheet arrangements” (as defined in Item 303(a) of Regulation S-K promulgated by the SEC), where the result, purpose or intended effect of such Contract arrangement is to avoid disclosure of any material transaction involving, or material liabilities of, the Company or any Company Subsidiary in its published financial statements or other the Company SEC Documents. (c) Without limiting the generality of Section 4.7(a), since May 31, 2010, (i) Deloitte & Touche LLP and KPMG LLP have not resigned or been dismissed as independent public accountants of the Company as a result of or in connection with any disagreement with the Company on a matter of accounting principles or practices, financial statement disclosure or auditing scope or procedure, (ii) no executive officer of the Company 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 the Company with the SEC since the enactment of the Xxxxxxxx-Xxxxx Act, and neither the Company nor any of its executive officers has received notice from any Governmental Entity challenging or questioning the accuracy, completeness or manner of the filing of the certification required by the Xxxxxxxx-Xxxxx Act and made by the Company’s principal executive officer and principal financial officer and (iii) no enforcement action has been initiated or, to the knowledge of the Company, threatened against the Company by the SEC relating to disclosures contained in any Company SEC Document. (d) Except as permitted by the Exchange Act, including Sections 13(k)(2) and (3) or rules of the SEC, since the enactment of the Xxxxxxxx-Xxxxx Act, neither the Company nor any of its affiliates has made, arranged or modified (in any material way) any extensions of credit in the form of a personal loan to any executive officer or director of the Company.

SEC Filings; Financial Statements. (a) Since May 31, 2010, the The Company has timely filed or otherwise furnished (as applicable) made available to Parent all registration statements, prospectuses, formsproxy statements and other statements, reports, certificationsschedules, statements forms and other documents filed by the Company with the SEC since January 1, 1998 (the "Company SEC Documents"). All statements, reports, schedules, forms and other documents required to be have been filed by the Company with the SEC since January 1, 1998 have been so filed. As of their respective dates (or, if amended or furnished superseded by it under a filing prior to the date of this Agreement, then on the date of such amendment or superseding filing): (i) each of the Company SEC Documents complied in all material respects with the applicable requirements of the Securities Act or the Exchange Act, Act (as the case may be, together with all certifications required pursuant to the Xxxxxxxx-Xxxxx Act of 2002 ); and (the “Xxxxxxxx-Xxxxx Act”ii) (such documents and any other documents filed by the Company or any Company Subsidiary with the SEC, as have been supplemented, modified or amended since the time of filing, collectively, the “Company SEC Documents”). As of their respective effective dates (in the case none of the Company SEC Documents that are registration statements filed pursuant to the requirements of the Securities Act) and as of their respective SEC filing dates (in the case of all other Company SEC Documents), or in each case, if amended prior to the date hereof, as of the date of the last such amendment, the Company SEC Documents (i) did not contain contained any untrue statement of a material fact or omit omitted to state a material fact required to be stated therein or necessary in order to make the statements made therein, in the light of the circumstances under which they were made, not misleading and misleading. (iib) The financial statements (including related notes, if any) contained in the Company SEC Documents (the "Company Financial Statements"): (i) complied as to form in all material respects with the applicable requirements of the Exchange Act or the Securities Act, as the case may be, the Xxxxxxxx-Xxxxx Act and the applicable published rules and regulations of the SEC thereunder. None of the Company Subsidiaries is required to file any forms, reports or other documents with the SEC. All of the audited consolidated financial statements and unaudited consolidated interim financial statements of the Company and the consolidated Company Subsidiaries included in the Company SEC Documents, including the related notes and schedules applicable thereto; (collectively, the “Company Financial Statements”ii) (A) have been were prepared in accordance with GAAP United States generally accepted accounting principles ("GAAP") applied on a consistent basis during throughout the periods involved covered (except as may be indicated in the notes thereto to such financial statements or, in the case of interim financial unaudited statements, for as permitted by Form 10-Q of the SEC, and except that the unaudited financial statements may not have contained footnotes and were subject to normal and recurring year-end adjustments which were not, or were not reasonably expected to be, individually or in the aggregate, material in amount), and (iii) fairly presented (subject in the case of the unaudited interim financial statements, to normal, recurring, year-end audit adjustments) and (B) fairly present in all material respects the consolidated financial position of the Company and its consolidated subsidiaries as of the respective dates thereof and the consolidated results of operations, operations and cash flows and changes in stockholders’ equity of the Company and the its consolidated Company Subsidiaries as of the dates and subsidiaries for the periods referred to therein (except as may be indicated in the notes thereto orcovered thereby. For purposes of this Agreement, in the case of interim financial statements, for normal and recurring year-end adjustments). (b) Neither the "Company nor any Balance Sheet" means that certain consolidated balance sheet of the Company Subsidiaries is a party toand its consolidated subsidiaries as of December 31, nor has any commitment to become a party to, any joint venture, off-balance sheet partnership or similar Contract (including any Contract or arrangement relating to any transaction or relationship between or among 2000 set forth in the Company, 's Annual Report 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 “offForm 10-balance sheet arrangements” (as defined in Item 303(a) of Regulation S-K promulgated by the SEC), where the result, purpose or intended effect of such Contract is to avoid disclosure of any material transaction involving, or material liabilities of, the Company in its published financial statements or other Company SEC Documents. (c) Without limiting the generality of Section 4.7(a), since May 31, 2010, (i) Deloitte & Touche LLP and KPMG LLP have not resigned or been dismissed as independent public accountants of the Company as a result of or in connection with any disagreement with the Company on a matter of accounting principles or practices, financial statement disclosure or auditing scope or procedure, (ii) no executive officer of the Company 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 K/A filed by the Company with the SEC since and the enactment of the Xxxxxxxx-Xxxxx Act"Company Balance Sheet Date" means December 31, and neither the Company nor any of its executive officers has received notice from any Governmental Entity challenging or questioning the accuracy, completeness or manner of the filing of the certification required by the Xxxxxxxx-Xxxxx Act and made by the Company’s principal executive officer and principal financial officer and (iii) no enforcement action has been initiated or, to the knowledge of the Company, threatened against the Company by the SEC relating to disclosures contained in any Company SEC Document2000. (d) Except as permitted by the Exchange Act, including Sections 13(k)(2) and (3) or rules of the SEC, since the enactment of the Xxxxxxxx-Xxxxx Act, neither the Company nor any of its affiliates has made, arranged or modified (in any material way) any extensions of credit in the form of a personal loan to any executive officer or director of the Company.

SEC Filings; Financial Statements. (a) Since May 31Except for its Quarterly Report on Form 10-Q for the quarter ended September 30, 20102009, the Company has timely filed or otherwise furnished all reports and proxy statements (as applicableincluding all information incorporated therein, amendments and supplements thereto) all registration statements, prospectuses, forms, reports, certifications, statements and other documents required to be filed or furnished by it under the Company with the Securities Act or the and Exchange Act, as the case may be, together with all certifications required pursuant to the Xxxxxxxx-Xxxxx Act of 2002 Commission (the “Xxxxxxxx-Xxxxx ActSEC”) since January 1, 2009 (such documents and any other documents all reports filed by the Company or under the Securities Exchange Act of 1934, and the applicable rules and regulations promulgated thereunder since January 1, 2009, including any Company Subsidiary with the SEC, as have been supplemented, modified or amended since the time of filingamendments thereto, collectively, the “Company SEC DocumentsReports”). As of their respective effective dates (dates, the SEC Reports complied in the case of the Company SEC Documents that are registration statements filed pursuant to all material respects with the requirements of the Securities Act) Exchange Act of 1934, and as of their respective SEC filing dates (in the case of all other Company SEC Documents), or in each case, if amended prior to the date hereof, as applicable rules and regulations promulgated thereunder. As of the date time of filing with the SEC, none of the last such amendment, the Company SEC Documents (i) did not contain Reports so filed contained any untrue statement of a material fact or omit omitted to state a any 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 misleading. (iib) complied in all material respects with the applicable requirements of the Exchange Act or the Securities Act, as the case may be, the Xxxxxxxx-Xxxxx Act and the applicable rules and regulations of the SEC thereunder. None of the Company Subsidiaries is required to file any forms, reports or other documents with the SEC. All of the The audited consolidated financial statements and unaudited consolidated interim financial statements of the Company and the consolidated Company Subsidiaries (including any related notes thereto) included in the Company SEC Documents, including the related notes and schedules Reports (collectively, the “Company Financial Year-End Statements”) (A) have been prepared in accordance with GAAP generally accepted accounting principles applied on a consistent basis during throughout the periods involved (except as may be indicated in the notes thereto or, in the case of interim financial statements, for normal and recurring year-end adjustmentsthereto) and (B) fairly present in all material respects the consolidated financial position of the Company and its subsidiaries at the respective dates thereof and the consolidated results of operations, cash flows and changes in stockholders’ equity of the Company and the consolidated Company Subsidiaries as of the dates and its subsidiaries for the periods referred to therein indicated. The unaudited consolidated financial statements of the Company (including any related notes thereto) for all interim periods included in the SEC Reports (together with the Year-End Statements, the “Financial Statements”) have been prepared in accordance with generally accepted accounting principles applied on a consistent basis throughout the periods involved (except as may be indicated in the notes thereto orthereto) and fairly present in all material respects the consolidated financial position of the Company and its subsidiaries at of the respective dates thereof and the consolidated results of operations, cash flows and changes in stockholders’ equity of the case of interim financial statements, Company and its subsidiaries for the periods indicated (subject to normal and recurring yearperiod-end adjustments). (b) Neither adjustments that have not been and are not expected to be material to the Company nor any of the Company Subsidiaries is and its subsidiaries taken as a party to, nor has any commitment to become a party to, any joint venture, off-balance sheet partnership or similar Contract (including any Contract or arrangement relating to any transaction or relationship between or among the Company, on the one hand, and any unconsolidated affiliate, including any structured finance, special purpose or limited purpose entity or Person, on the other handwhole), or any “off-balance sheet arrangements” (as defined in Item 303(a) of Regulation S-K promulgated by the SEC), where the result, purpose or intended effect of such Contract is to avoid disclosure of any material transaction involving, or material liabilities of, the Company in its published financial statements or other Company SEC Documents. (c) Without limiting To the generality of Section 4.7(a)Company’s knowledge, since May 31except as set forth in the Financial Statements or the Disclosure Letter, 2010, (i) Deloitte & Touche LLP and KPMG LLP have not resigned or been dismissed as independent public accountants of the Company as a result of or in connection with any disagreement with the Company on a matter of accounting principles or practices, financial statement disclosure or auditing scope or procedure, (ii) no executive officer of the Company has failed no material liabilities, contingent or otherwise, other than (a) liabilities incurred in any respect the ordinary course of business subsequent to makeJune 30, 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 the Company with the SEC since the enactment of the Xxxxxxxx-Xxxxx Act, and neither the Company nor any of its executive officers has received notice from any Governmental Entity challenging or questioning the accuracy, completeness or manner of the filing of the certification required by the Xxxxxxxx-Xxxxx Act and made by the Company’s principal executive officer and principal financial officer 2009 and (iiib) no enforcement action has been initiated or, liabilities or obligations under contracts and commitments incurred in the ordinary course of business or otherwise not required under generally accepted accounting principles to be reflected in the knowledge of the Company, threatened against the Company by the SEC relating to disclosures contained in any Company SEC Document. (d) Financial Statements. Except as permitted by disclosed in the Exchange Act, including Sections 13(k)(2) and (3) or rules of the SEC, since the enactment of the Xxxxxxxx-Xxxxx ActFinancial Statements, neither the Company nor any subsidiary is a guarantor or indemnitor of its affiliates has madeany indebtedness of any other person, arranged firm or modified (corporation, other than the Company or any subsidiary. The Company maintains a system of accounting established and administered in any material way) any extensions of credit in the form of a personal loan to any executive officer or director of the Companyaccordance with generally accepted accounting principles.

SEC Filings; Financial Statements. (a) Since May 31January 1, 20102021, the Company has timely filed or otherwise furnished (as applicable) on a timely basis all registration statementsreports, prospectusesschedules, forms, reports, certifications, statements and other documents (including exhibits and all other information incorporated therein) required to be filed or furnished by it under the Securities Act or the Exchange Act, as the case may be, together with all certifications required pursuant to the Xxxxxxxx-Xxxxx Act of 2002 (the “Xxxxxxxx-Xxxxx Act”) (such documents and any other documents filed by the Company or any Company Subsidiary with the SEC, SEC (as have been supplemented, modified or amended since the time of filing, collectively, the “Company SEC Documents”). As of their respective effective dates (in the case of the Company SEC Documents that are registration statements filed pursuant to the requirements of the Securities Act) and as of their respective SEC filing dates (in the case of all other Company SEC Documents)dates, or in each caseor, if amended prior to the date hereofof this Agreement, as of the date of (and giving effect to) the last such amendmentamendment (and, in the case of registration statements and proxy statements, on the date of effectiveness and the dates of the relevant meetings, respectively), the Company SEC Documents complied in all material respects with the requirements of the Securities Act, the Exchange Act or the Xxxxxxxx-Xxxxx Act of 2002, as amended (the “Xxxxxxxx-Xxxxx Act”), as the case may be, and the rules and regulations of the SEC promulgated thereunder applicable to those Company SEC Documents, and, except to the extent that information contained in such Company SEC Document has been revised, amended, modified or superseded (prior to the date of this Agreement) by a later filed Company SEC Document, none of the Company SEC Documents when filed or furnished contained any untrue statement of a material fact or omitted to state a material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading. (b) The financial statements (including any related notes and schedules) contained or incorporated by reference in the Company SEC Documents: (i) did complied as to form in all material respects with the published rules and regulations of the SEC applicable thereto; (ii) were prepared in accordance with United States generally accepted accounting principles (“GAAP”) applied on a consistent basis throughout the periods covered (except as may be indicated in the notes to such financial statements or, in the case of unaudited interim financial statements, as may be permitted by the SEC on Form 10-Q, 8-K or any successor form under the Exchange Act); and (iii) fairly presented, in all material respects, the financial position of the Company as of the respective dates thereof and the results of operations and cash flows of the Company for the periods covered thereby (subject, in the case of the unaudited financial statements, to the absence of notes and to normal and recurring year-end adjustments). (c) The Company has established and maintains a system of internal control over financial reporting (as defined in Rule 13a-15 under the Exchange Act) which is designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with GAAP, and includes those policies and procedures that: (i) pertain to the maintenance of records that in reasonable detail accurately and fairly reflect the transactions and dispositions of the assets of the Company Entities; (ii) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in conformity with GAAP and that receipts and expenditures are being made only in accordance with authorizations of management and the Board of Directors; and (iii) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use or disposition of the assets of the Company Entities that could have a material effect on the financial statements. The Company’s management has completed an assessment of the effectiveness of the Company’s system of internal control over financial reporting in compliance with the requirements of Section 404 of the Xxxxxxxx-Xxxxx Act for the fiscal year ended December 31, 2022, and, except as set forth in the Company SEC Documents filed prior to the date of this Agreement, that assessment concluded that those controls were effective. Since December 31, 2022, the principal executive officer and principal financial officer of the Company have made all certifications required by the Xxxxxxxx-Xxxxx Act. Neither the Company nor its principal executive officer or principal financial officer has received notice from any Governmental Body challenging or questioning the accuracy, completeness, form or manner of filing of such certifications. Since January 1, 2023, neither the Company nor the Company’s independent registered accountant has identified or been made aware of: (1) any significant deficiency or material weakness in the design or operation of the internal control over financial reporting utilized by the Company; (2) any illegal act or fraud, whether or not material, that involves the management or other employees of the Company Entities who have a significant role in the Company Entities’ internal control over financial reporting; or (3) any claim or allegation regarding any of the foregoing. (d) The Company has established and maintains disclosure controls and procedures as defined in and required by Rule 13a-15 or 15d-15 under the Exchange Act that are designed to ensure that all information required to be disclosed in the Company’s 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 Company’s management as appropriate to allow timely decisions regarding required disclosure and to enable the principal executive officer of the Company and the principal financial officer of the Company to make the certifications required under the Exchange Act with respect to such reports. The Company is in compliance in all material respects with all current listing and corporate governance requirements of Nasdaq. (e) The Company Entities are not a party to, nor do they have any obligation or other commitment to become a party to, “off-balance sheet arrangements” (as defined in Item 303(a) of Regulation S-K under the Exchange Act) where the result, purpose or intended effect of such Contract is to avoid disclosure of any material transaction involving, or material liabilities of, the Company Entities in the Company SEC Documents. (f) As of the date of this Agreement, there are no outstanding or unresolved comments in comment letters received from the SEC with respect to the Company SEC Documents. None of the Company SEC Documents is the subject of ongoing SEC review and there are no inquiries or investigations by the SEC or any internal investigations pending or threatened, in each case regarding any accounting practices of the Company. (g) Each document required to be filed by the Company with the SEC in connection with the Offer, including the Schedule 14D-9 (the “Company Disclosure Documents”), and any amendments or supplements thereto, when filed, distributed or otherwise disseminated to the Company’s stockholders, as applicable, will comply as to form in all material respects with the applicable requirements of the Exchange Act. The Company Disclosure Documents, at the time of the filing of such Company Disclosure Documents or any supplement or amendment thereto with the SEC and at the time such Company Disclosure Documents or any supplements or amendments thereto are first distributed or otherwise disseminated to the Company’s stockholders, will not contain any untrue statement of a material fact or omit to state a any 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 and (ii) complied in all material respects with the applicable requirements of the Exchange Act or the Securities Act, as the case may be, the Xxxxxxxx-Xxxxx Act and the applicable rules and regulations of the SEC thereunder. None of the Company Subsidiaries is required to file any forms, reports or other documents with the SEC. All of the audited consolidated financial statements and unaudited consolidated interim financial statements of the Company and the consolidated Company Subsidiaries included in the Company SEC Documents, including the related notes and schedules (collectively, the “Company Financial Statements”) (A) have been 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 interim financial statements, for normal and recurring year-end adjustments) and (B) fairly present in all material respects the consolidated financial position and the consolidated results of operations, cash flows and changes in stockholders’ equity of the Company and the consolidated Company Subsidiaries as of the dates and for the periods referred to therein (except as may be indicated in the notes thereto or, in the case of interim financial statements, for normal and recurring year-end adjustments)misleading. (b) Neither the Company nor any of the Company Subsidiaries is a party to, nor has any commitment to become a party to, any joint venture, off-balance sheet partnership or similar Contract (including any Contract or arrangement relating to any transaction or relationship between or among the Company, 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 promulgated by the SEC), where the result, purpose or intended effect of such Contract is to avoid disclosure of any material transaction involving, or material liabilities of, the Company in its published financial statements or other Company SEC Documents. (c) Without limiting the generality of Section 4.7(a), since May 31, 2010, (i) Deloitte & Touche LLP and KPMG LLP have not resigned or been dismissed as independent public accountants of the Company as a result of or in connection with any disagreement with the Company on a matter of accounting principles or practices, financial statement disclosure or auditing scope or procedure, (ii) no executive officer of the Company 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 The information with respect to any form, report or schedule filed by the Company with the SEC since the enactment of the Xxxxxxxx-Xxxxx Act, and neither Entities that the Company nor any of its executive officers has received notice from any Governmental Entity challenging furnishes to Parent or questioning Purchaser specifically for use in the accuracyOffer Documents, completeness or manner at the time of the filing of and at the certification required by the Xxxxxxxx-Xxxxx Act and made by the Company’s principal executive officer and principal financial officer and (iii) no enforcement action has been initiated or, to the knowledge time of any distribution or dissemination of the CompanyOffer Documents, threatened against will not contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the Company by statements made therein, in light of the SEC relating to disclosures contained in any Company SEC Documentcircumstances under which they were made, not misleading. (dii) Except as permitted by Notwithstanding the Exchange Actforegoing, including Sections 13(k)(2) and (3) or rules of the SEC, since the enactment of the Xxxxxxxx-Xxxxx Act, neither the Company nor any makes no representation with respect to statements made or incorporated by reference therein based on information supplied by or on behalf of its affiliates has made, arranged Parent or modified (in any material way) any extensions of credit Purchaser for inclusion or incorporation by reference in the form of a personal loan to any executive officer or director of the CompanyCompany Disclosure Documents.

SEC Filings; Financial Statements. (a) Since May 31, 2010, the The Company has timely filed or otherwise furnished (as applicable) all registration statements, prospectuses, forms, reports, certifications, statements and other documents required to be filed or furnished by it under with the SEC since January 1, 2011 (collectively, the “Company SEC Reports”). The Company SEC Reports, including any financial statements, schedules or exhibits included or incorporated by reference therein, (i) complied, in all material respects, with the requirements of the Securities Act or the Exchange Act, as the case may be, together with all certifications required pursuant to the Xxxxxxxx-Xxxxx Act of 2002 and (the “Xxxxxxxx-Xxxxx Act”ii) (such documents and any other documents filed by the Company or any Company Subsidiary with the SECdid not, as have been supplemented, modified or amended since at the time of filingthey were filed, collectively, the “Company SEC Documents”). As of their respective effective dates (in the case of the Company SEC Documents that are registration statements filed pursuant to the requirements of the Securities Act) and as of their respective SEC filing dates (in the case of all other Company SEC Documents), or in each caseor, if amended prior to the date hereof, as of the date of the last such amendment, the Company SEC Documents (i) 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 and (ii) complied in all material respects with the applicable requirements of the Exchange Act or the Securities Act, as the case may be, the Xxxxxxxx-Xxxxx Act and the applicable rules and regulations of the SEC thereundermisleading. None of the No Company Subsidiaries Subsidiary is required to file or furnish any forms, reports reports, statements or other documents with the SEC. All The Company has provided or made available to Parent copies of all correspondence sent to or received from the SEC by the Company or any Company Subsidiary or their respective counsel or accountants on behalf of the audited Company since January 1, 2011. To the knowledge of the Company, as of the date hereof, the Company is not the subject of an ongoing review by the SEC, an outstanding SEC comment or outstanding SEC investigation. (b) Each of the consolidated financial statements and unaudited consolidated interim financial statements of the Company and the consolidated Company Subsidiaries included (including, in each case, any notes thereto) contained in the Company SEC DocumentsReports was prepared in accordance, including the related notes and schedules in all material respects, with United States generally accepted accounting principles (collectively, the “Company Financial StatementsGAAP”) (A) have been prepared in accordance with GAAP applied on a consistent basis during throughout the periods involved indicated (except as may be indicated in the notes thereto orthereto) and each fairly presents, in all material respects, the consolidated financial position, results of operations and cash flows of the Company and its consolidated Company Subsidiaries as at the respective dates thereof and for the respective periods indicated therein except as otherwise noted therein (subject, in the case of interim financial unaudited statements, for to normal and recurring year-end adjustmentsadjustments as permitted by GAAP and the applicable rules and regulations of the SEC, which are not, in the aggregate, material to the Company and the Company Subsidiaries, taken as a whole). (c) Except as and (B) fairly present in all material respects to the extent reflected on the consolidated financial position and the consolidated results of operations, cash flows and changes in stockholders’ equity balance sheet of the Company and the consolidated Company Subsidiaries as of December 31, 2011 included in the dates and for the periods referred to therein (except as may be indicated in Company SEC Reports, including the notes thereto or(the “2011 Balance Sheet”), neither the Company nor any Company Subsidiary has any material Liability except for Liabilities (i) incurred in the case ordinary course of interim financial statementsbusiness consistent with past practice since December 31, for normal and recurring year-end adjustments)2011 or (ii) permitted or contemplated by this Agreement. (bd) The Company maintains disclosure controls and procedures required by Rule 13a-15 or Rule 15d-15 under the Exchange Act designed to ensure that all information (both financial and non-financial) required to be disclosed by the Company in the Company SEC Reports 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 Company’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 the Company required under the Exchange Act with respect to such reports. (e) The Company maintains a standard system of accounting established and administered in accordance with GAAP. The Company and the Company Subsidiaries maintain a system of internal control over financial reporting sufficient to provide reasonable assurance that: (i) transactions are executed in accordance with management’s general or specific authorizations; (ii) transactions are recorded as necessary to permit preparation of financial statements in conformity with GAAP and to maintain asset accountability; (iii) access to assets is permitted only in accordance with management’s general or specific authorization; and (iv) the recorded accountability for assets is compared with the existing assets at reasonable intervals and appropriate action is taken with respect to any differences. Management of the Company has disclosed to the Company’s auditors and the audit committee of the Company Board and on Section 3.07(e) of the Disclosure Letter (i) any significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting that are reasonably likely to adversely affect in any material respect the Company’s ability to record, process, summarize and report financial information and (ii) 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, in each case that are within the knowledge of the Company based upon its most recent evaluation of internal control over financial reporting prior to the date of this Agreement. (f) Neither the Company nor any of the Company Subsidiaries Subsidiary is a party to, nor or has any commitment to become a party to, any joint venture, off-off balance sheet partnership or any similar Contract (including any Contract or arrangement relating to any transaction or relationship between or among the CompanyCompany and any of the Company Subsidiaries, on the one hand, and any unconsolidated affiliate, including any structured finance, special purpose or limited purpose entity or Personperson, on the other hand), or any “off-off balance sheet arrangements” (as defined in Item 303(a) of Regulation S-K promulgated by under the SECExchange Act)), where the result, purpose or intended effect of such Contract is to avoid disclosure of any material transaction involving, or material liabilities Liabilities of, the Company or any of the Company Subsidiaries in its the Company’s or such Company Subsidiary’s published financial statements or other Company SEC DocumentsReports. (cg) Without limiting the generality of Section 4.7(a), since May 31, 2010, (i) Deloitte & Touche LLP and KPMG LLP have not resigned or been dismissed as independent public accountants Each of the Company as a result of or in connection with any disagreement with principal executive officer and the Company on a matter of accounting principles or practices, principal financial statement disclosure or auditing scope or procedure, (ii) no executive officer of the Company (or each former principal executive officer and each former principal financial officer of the Company, as applicable) has failed in any respect to make, without qualification, the made all certifications required of him by Rule 13a-14 or her 15d-14 under Section the Exchange Act and Sections 302 or and 906 of the Xxxxxxxx-Xxxxx Act of 2002 (including the rules and regulations promulgated thereunder, the “Xxxxxxxx-Xxxxx Act”) with respect to any form, report or schedule filed by the Company with SEC Reports, and the SEC statements contained in such certifications are true and accurate in all material respects. For purposes of this Agreement, “principal executive officer” and “principal financial officer” shall have the meanings given to such terms in the Xxxxxxxx-Xxxxx Act. Neither the Company nor any of the Company Subsidiaries has outstanding (nor has arranged or modified since the enactment of the Xxxxxxxx-Xxxxx Act, and neither ) any “extensions of credit” (within the meaning of Section 402 of the Xxxxxxxx-Xxxxx Act) to directors or executive officers (as defined in Rule 3b-7 under the Exchange Act) of the Company nor or any of its executive officers has received notice from any Governmental Entity challenging or questioning the accuracy, completeness or manner Company Subsidiaries. The Company is otherwise in compliance with all applicable provisions of the filing of the certification required by the Xxxxxxxx-Xxxxx Act and made by the Company’s principal executive officer applicable listing and principal financial officer and (iii) no enforcement action has been initiated or, to the knowledge of the Company, threatened against the Company by the SEC relating to disclosures contained in any Company SEC Document. (d) Except as permitted by the Exchange Act, including Sections 13(k)(2) and (3) or corporate governance rules of the SECNYSE, since the enactment of the Xxxxxxxxexcept for any non-Xxxxx Act, neither the Company nor any of its affiliates has made, arranged or modified (in any material way) any extensions of credit in the form of compliance that would not constitute a personal loan to any executive officer or director of the CompanyMaterial Adverse Effect.

SEC Filings; Financial Statements. (a) Since The Company has made available to Yinhang Nevada and the Stockholders a correct and complete copy, or there has been available on XXXXX, copies of each report, registration statement and definitive proxy statement filed by the Company with the SEC since May 311, 20102013 (the “Company SEC Reports”); however, the Company has timely not filed its Annual Report on Form 10-K for the fiscal year ended April 30, 2014 or otherwise furnished its Quarterly Reports on Form 10-Q for the quarterly periods ended thereafter (as applicablecollectively, the “Delinquent Reports”). As of their respective dates, the Company SEC Reports: (i) were prepared in accordance and complied in all registration statements, prospectuses, forms, reports, certifications, statements and other documents required to be filed or furnished by it under material respects with the requirements of the Securities Act or the Exchange Act, as the case may be, together with all certifications required pursuant and the rules and regulations of the SEC thereunder applicable to the Xxxxxxxx-Xxxxx Act of 2002 such Company SEC Reports, and (the “Xxxxxxxx-Xxxxx Act”ii) (such documents and any other documents filed by the Company or any Company Subsidiary with the SEC, as have been supplemented, modified or amended since did not at the time of filing, collectively, the “Company SEC Documents”). As of their respective effective dates they were filed (in the case of the Company SEC Documents that are registration statements filed pursuant to the requirements of the Securities Act) and as of their respective SEC filing dates (in the case of all other Company SEC Documents), or in each case, if amended or superseded by a filing prior to the date hereof, as of this Agreement then on the date of the last such amendment, the Company SEC Documents (ifiling and as so amended or superseded) 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 light of the circumstances under which they were made, not misleading misleading. (b) Included in the Company SEC Reports are the audited balance sheets of the Company as of April 30, 2013 and the related audited statements of operations, stockholders’ equity and cash flows for April 30, 2013, together with the notes to such statements and the opinion of its independent certified public accountants, with respect thereto. (iic) complied Each set of financial statements (including, in each case, any related notes thereto) contained in the Company SEC Reports comply as to form in all material respects with the applicable requirements of the Exchange Act or the Securities Act, as the case may be, the Xxxxxxxx-Xxxxx Act and the applicable published rules and regulations of the SEC thereunder. None of the Company Subsidiaries is required to file any formswith respect thereto, reports or other documents with the SEC. All of the audited consolidated financial statements and unaudited consolidated interim financial statements of the Company and the consolidated Company Subsidiaries included in the Company SEC Documents, including the related notes and schedules (collectively, the “Company Financial Statements”) (A) have been were prepared in accordance with U.S. GAAP applied on a consistent basis during throughout the periods involved (except as may be indicated in the notes thereto or, in the case of interim financial statements, for normal and recurring year-end adjustmentsthereto) and (B) each fairly present presents in all material respects the consolidated financial position and the consolidated results of operations, cash flows and changes in stockholders’ equity of the Company at the respective dates thereof and the consolidated Company Subsidiaries as results of the dates its operations and cash flows for the periods referred to therein (indicated, except as may be indicated in that the notes thereto or, in the case of unaudited interim financial statementsstatements were or are subject to normal adjustments which were not or are not expected to have a material adverse effect upon the business, for normal and recurring year-end adjustments). prospects, management, properties, operations, condition (bfinancial or otherwise) Neither the Company nor any or results of the Company Subsidiaries is a party to, nor has any commitment to become a party to, any joint venture, off-balance sheet partnership or similar Contract (including any Contract or arrangement relating to any transaction or relationship between or among the Company, 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 promulgated by the SEC), where the result, purpose or intended effect of such Contract is to avoid disclosure of any material transaction involving, or material liabilities of, the Company in its published financial statements or other Company SEC Documents. (c) Without limiting the generality of Section 4.7(a), since May 31, 2010, (i) Deloitte & Touche LLP and KPMG LLP have not resigned or been dismissed as independent public accountants of the Company as a result of or in connection with any disagreement with the Company on a matter of accounting principles or practices, financial statement disclosure or auditing scope or procedure, (ii) no executive officer of the Company 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 the Company with the SEC since the enactment of the Xxxxxxxx-Xxxxx Act, and neither the Company nor any of its executive officers has received notice from any Governmental Entity challenging or questioning the accuracy, completeness or manner of the filing of the certification required by the Xxxxxxxx-Xxxxx Act and made by the Company’s principal executive officer and principal financial officer and (iii) no enforcement action has been initiated or, to the knowledge operations of the Company, threatened against taken as a whole (“Material Adverse Effect”). The balance sheets of the Company by included in the SEC relating to disclosures contained in any Company SEC DocumentReports are true and accurate and present fairly as of their respective dates the financial condition of the Company. As of the date of such balance sheets, except as and to the extent reflected or reserved against therein, the Company had no liabilities or obligations (absolute or contingent) which should be reflected in the balance sheets or the notes thereto prepared in accordance with generally accepted accounting principles, and all assets reflected therein are properly reported and present fairly the value of the assets of the Company, in accordance with generally accepted accounting principles. The statements of operations, stockholders’ equity and cash flows reflect fairly the information required to be set forth therein by generally accepted accounting principles. Except as set forth in the Company Schedules, the Company has no material liabilities, direct or indirect, matured or unmatured, contingent or otherwise. (d) The Company has no material liabilities with respect to the payment of any federal, state, county, local or other taxes (including any deficiencies, interest or penalties), except for taxes accrued but not yet due and payable. (e) Except as permitted set forth in the Company Schedules, the Company has timely filed (or filed requests for extensions of time within which to file) all state, federal or local income and/or franchise tax returns required to be filed by it from inception to the Exchange Actdate hereof. Each of such income tax returns reflects the taxes due for the period covered thereby, including Sections 13(k)(2except for amounts which, in the aggregate, are immaterial. (f) The books and (3) or rules records, financial and otherwise, of the SEC, since Company are in all material aspects complete and correct and have been maintained in accordance with generally accepted accounting principles consistently applied throughout the enactment of the Xxxxxxxx-Xxxxx Act, neither the Company nor any of its affiliates has made, arranged or modified (in any material way) any extensions of credit in the form of a personal loan to any executive officer or director of the Companyperiods involved.