Common use of SEC Filings; Financial Statements Clause in Contracts

SEC Filings; Financial Statements. (a) Since September 29, 2012, the Company has filed (or furnished) on a timely basis all reports, schedules, forms, statements and other documents (including exhibits, financial statements and schedules thereto, and all other information incorporated therein and amendments and supplements thereto) required to be filed with (or furnished to) the SEC by the Company (such documents and any such additional documents filed with (or furnished to) the SEC after the date of this Agreement, the “Company SEC Documents”). As of its filing (or furnishing) date or, if amended prior to the date of this Agreement, as of the date of the last such amendment, each Company SEC Document complied, or if filed (or furnished) subsequent to the date of this Agreement, will comply, as to form in all material respects with the requirements of the Securities Act or the Exchange Act, as the case may be, and the rules and regulations of the SEC promulgated thereunder applicable to such Company SEC Document. As of its filing (or furnishing) date or, if amended prior to the date of this Agreement, as of the date of the last such amendment, no Company SEC Document 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, and no Company SEC Document filed with (or furnished to) the SEC pursuant to the Exchange Act subsequent to the date of this Agreement will 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 therein, in light of the circumstances under which they were made, not misleading.

SEC Filings; Financial Statements. (a) Since September 29May 31, 20122010, the Company has timely filed or otherwise furnished (or furnishedas applicable) on a timely basis all registration statements, prospectuses, forms, reports, schedules, formscertifications, statements and other documents (including exhibits, financial statements and schedules thereto, and all other information incorporated therein and amendments and supplements thereto) required to be filed with (or furnished to) the SEC by the Company (such documents and any such additional documents filed with (or furnished to) the SEC after the date of this Agreement, the “Company SEC Documents”). As of its filing (or furnishing) date or, if amended prior to the date of this Agreement, as of the date of the last such amendment, each Company SEC Document complied, or if filed (or furnished) subsequent to the date of this Agreement, will comply, as to form in all material respects with the requirements of 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 rules and regulations Company or any Company Subsidiary with the SEC, as have been supplemented, modified or amended since the time of filing, collectively, the SEC promulgated thereunder applicable to such “Company SEC DocumentDocuments”). As of its 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 furnishing) date orin each case, if amended prior to the date of this Agreementhereof, as of the date of the last such amendment, no the Company SEC Document 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, Documents (i) did not misleading, and no Company SEC Document filed with (or furnished to) the SEC pursuant to the Exchange Act subsequent to the date of this Agreement will 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 misleadingmisleading 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).

SEC Filings; Financial Statements. (a) Since September 29, 2012, the The Company has filed Made Available (or furnishedmade available on the SEC website) on a timely basis to Parent accurate and complete copies of all registration statements, proxy statements, Company Certifications and other statements, reports, schedules, forms, statements forms and other documents (including exhibits, financial statements and schedules thereto, and all other information incorporated therein and amendments and supplements thereto) required to be filed with (or furnished to) the SEC by the Company (such documents and any such additional documents filed with (or furnished to) the SEC after between December 31, 2018 and, solely for purposes of this sentence, the date of this AgreementAgreement (and for all other purposes under this Agreement since December 31, 2018), including all amendments thereto since December 31, 2018 (collectively, the “Company SEC Documents”). All statements, reports, schedules, forms and other documents required to have been filed by the Company or its officers with the SEC since December 31, 2018 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 its filing the time it was filed with the SEC (or furnishing) date or, if amended or superseded by a filing prior to the date of this Agreement, as of then on the date of such filing): (i) each of the last such amendment, each Company SEC Document complied, or if filed (or furnished) subsequent to the date of this Agreement, will comply, Documents complied as to form in all material respects with the applicable requirements of the Securities Act or the Exchange Act, Act (as the case may be, ); and the rules and regulations (ii) none of the SEC promulgated thereunder applicable to such Company SEC Document. As of its filing (or furnishing) date or, if amended prior to the date of this Agreement, as of the date of the last such amendment, no Company SEC Document Documents 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 the light of the circumstances under which they were made, not misleading, and no except to the extent corrected: (A) in the case of Company SEC Document Documents filed with (or furnished to) the SEC pursuant to the Exchange Act subsequent on or prior to the date of this Agreement will contain any untrue statement that were amended or superseded on or prior to the date of a material fact this Agreement, by filing or omit to state a material fact required to be stated therein or necessary in order to make the statements therein, in light furnishing of the circumstances applicable amending or superseding Company SEC Document; and (B) in the case of Company SEC Documents filed or furnished after the date of this Agreement that are amended or superseded prior to the Effective Time, by the filing or furnishing of the applicable amending or superseding Company SEC Document. Each of the certifications and statements relating to the Company SEC Documents required by: (A) Rule 13a-14 or Rule 15d-14 under the Exchange Act; (B) 18 U.S.C. §1350 (Section 906 of the Xxxxxxxx-Xxxxx Act); or (C) any other rule or regulation promulgated by the SEC or applicable to the Company SEC Documents (collectively, the “Company Certifications”) is accurate and complete in all material respects, and complies as to form in all material respects with all applicable Legal Requirements. As used in the introduction to this Section 2 and 2.4, the term “file” and variations thereof shall be broadly construed to include any manner in which they were madea document or information is filed, not misleadingfurnished, submitted, supplied or otherwise made available to the SEC or any member of its staff.

SEC Filings; Financial Statements. (a) Since September 29, 2012, the Company has filed (or furnished) on a timely basis all reports, schedules, forms, statements All reports and other documents filed or furnished by Abraxas pursuant to the Securities Act and the Exchange Act through the SEC’s Electronic Data Gathering, Analysis and Retrieval system prior to the date hereof (including exhibitscollectively, financial statements and schedules thereto, and all other information incorporated therein and amendments and supplements theretothe “SEC Filings”) are publicly available. The SEC Filings are the only filings required to be filed with (or furnished to) by Abraxas pursuant to the Exchange Act since May 25, 2007. At the time of filing thereof, the SEC by Filings complied, and each of the Company (such documents and any such additional documents SEC Filings filed with (or furnished to) the SEC after the date of this Agreement, the “Company SEC Documents”). As of its filing (or furnishing) date or, if amended prior to the date of this Agreement, as of the date of the last such amendment, each Company SEC Document complied, or if filed (or furnished) subsequent to the date of this Agreement, Agreement will comply, as to form in all material respects with the requirements of the Securities Act or and the Exchange Act, as the case may be, Act and the rules and regulations of the SEC promulgated thereunder applicable to such Company SEC Document. As of its filing (or furnishing) date or, if amended prior to the date of this Agreement, as of the date of the last such amendment, no Company SEC Document contained did not contain any untrue statement of a material fact or omitted 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 no Company SEC Document filed with (or furnished to) the SEC pursuant except to the Exchange Act subsequent to extent that information contained in any such document has been revised or superseded by a later filed SEC Filings. Abraxas has included in the date Annual Report a list of this Agreement will contain any untrue statement of all material agreements, contracts and other documents (a material fact or omit to state a material fact “Material Contract”) that it reasonably believes are required to be stated therein filed as exhibits to the Annual Report. Each Material Contract to which Abraxas is a party is valid and binding on Abraxas and in full force and effect, except where the failure to be valid, binding and in full force and effect, either individually or necessary in order the aggregate, would not have an Abraxas Material Adverse Effect. Abraxas has in all material respects performed all obligations required to make be performed by it under each Material Contract to which it is a party, except where such noncompliance, either individually or in the statements thereinaggregate, would not have an Abraxas Material Adverse Effect. Abraxas does not know of, and has not received notice of, the existence of any event or condition which constitutes, or, after notice or lapse of time or both, will constitute, a material default on the part of Abraxas under any such Material Contract, except where such default, either individually or in light of the circumstances under which they were madeaggregate, would not misleadinghave an Abraxas Material Adverse Effect.

SEC Filings; Financial Statements. (a) Since September 29, 2012, the The Company has filed (or furnished) on a timely basis all reports, schedules, forms, statements reports and other documents (including exhibits, financial statements and schedules thereto, and all other information incorporated therein and amendments and supplements theretothe “Company SEC Reports”) required to be filed by it with the Securities and Exchange Commission (or furnished to) the SEC by the Company (such documents and any such additional documents filed with (or furnished to) the SEC after the date of this Agreement, the “Company SEC DocumentsSEC”). As of its filing any date, the Company will be deemed to have timely filed a report if (or furnishinga) date or, if amended prior to it complies with the date of this Agreement, as requirements for an extension of the date time for filing such report under the SEC’s rules and regulations or (ii) it would qualify for a “grace period” for particular items of Form 8-K reports under General Instruction 1.A.4 of Form S-3 under the last such amendment, each Securities Act. The Company SEC Document complied, or if filed Reports (or furnishedi) subsequent to the date of this Agreement, will comply, as to form were prepared in all material respects accordance with either the requirements of the Securities Act or the Securities Exchange ActAct of 1934, as amended, as the case may be, and the rules and regulations of promulgated thereunder, and (ii) did not, at the SEC promulgated thereunder applicable to such Company SEC Document. As of its filing (or furnishing) date time they were filed, or, if amended prior to the date of this Agreementamended, as of the date of the last such amendment, no Company SEC Document 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, and no Company SEC Document filed with (or furnished to) the SEC pursuant to the Exchange Act subsequent to the date of this Agreement will 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. Each of the financial statements (including, in each case, any notes thereto) contained in the Company SEC Reports are correct in all material respects, present fairly the financial condition and operating results of the Company as of the date(s) and during the period(s) indicated therein, and have been prepared in accordance with United States generally accepted accounting principles (“GAAP”) applied on a consistent basis throughout the period indicated. Except as set forth in the most recent financial statements contained in the Company SEC Reports, the Company does not have any material liability (whether accrued, contingent or otherwise) other than liabilities not of the type required by GAAP to be reflected or reserved on a balance sheet prepared in accordance with GAAP.

SEC Filings; Financial Statements. (a) Since September 29January 1, 20122020, the Company has timely filed or otherwise furnished (or furnishedas applicable) on a timely basis all registration statements, prospectuses, forms, reports, schedules, formscertifications, statements and other documents (including exhibits, financial statements and schedules thereto, and all other information incorporated therein and amendments and supplements thereto) required to be filed with (or furnished to) the SEC by the Company (such documents and any such additional documents filed with (or furnished to) the SEC after the date of this Agreement, the “Company SEC Documents”). As of its filing (or furnishing) date or, if amended prior to the date of this Agreement, as of the date of the last such amendment, each Company SEC Document complied, or if filed (or furnished) subsequent to the date of this Agreement, will comply, as to form in all material respects with the requirements of 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 rules and regulations Company with the SEC, as have been supplemented, modified or amended since the time of filing, collectively, the SEC promulgated thereunder applicable to such “Company SEC DocumentDocuments”). As of its 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 furnishing) date orin each case, if amended prior to the date of this Agreementhereof, as of the date of the last such amendment, no the Company SEC Document 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, Documents (i) did not misleading, and no Company SEC Document filed with (or furnished to) the SEC pursuant to the Exchange Act subsequent to the date of this Agreement will contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary in order to make the statements made therein, in the light of the circumstances under which they were made, not misleadingmisleading 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. All of the audited financial statements and unaudited interim financial statements of the Company 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 (C) fairly present in all material respects the financial position and the results of operations, cash flows and changes in stockholders’ equity of the Company 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.

SEC Filings; Financial Statements. (a) Since September 29August 7, 20122013, Buyer has timely filed with or furnished to the Company has filed (or furnished) on a timely basis SEC all reportsregistration statements, schedulesprospectuses, forms, statements periodic reports, definitive proxy statements, schedules and other documents (including exhibits, financial statements and schedules thereto, and all other information incorporated therein and amendments and supplements thereto) required to be filed with by it under the Securities Act or the Exchange Act, as the case may be, from and after August 7, 2013 (or furnished to) the SEC by the Company (such documents and any such additional documents filed with (or furnished to) the SEC after the date of this Agreementcollectively, the “Company Buyer SEC DocumentsFilings”). As Each Buyer SEC Filing, as amended or supplemented if applicable, (i) as of its filing (or furnishing) date date, or, if amended prior to the date of this Agreementamended, as of the date of the last such amendment, each Company SEC Document complied, or if filed (or furnished) subsequent to the date of this Agreement, will comply, as to form complied in all material respects with the applicable requirements of the Securities Act or Act, the Exchange Act and the Xxxxxxxx-Xxxxx Act of 2002 (the “Xxxxxxxx-Xxxxx Act”), as the case may be, and the rules and regulations of the SEC promulgated thereunder thereunder, applicable to such Company Buyer SEC Document. As of its filing Filing, and (ii) did not, at the time it was filed (or furnishing) date became effective in the case of registration statements), or, if amended prior to the date of this Agreementamended, as of the date of the last such amendment, no Company SEC Document 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, and no Company SEC Document filed with (or furnished to) the SEC pursuant to the Exchange Act subsequent to the date of this Agreement will 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 the date of this Agreement, there are no outstanding or unresolved comments in comment letters received from the SEC staff with respect to Buyer SEC Filings and, to the knowledge of Buyer, none of the Buyer SEC Filings is the subject of ongoing SEC review, outstanding SEC comment or outstanding SEC investigation. No Buyer Subsidiary is required to file periodic reports with the SEC pursuant to the Exchange Act. 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 Buyer Subsidiaries, on the one hand, and the SEC, on the other hand, since January 1, 2012.

SEC Filings; Financial Statements. (a) Since September 29December 31, 20122008, the Company has filed or furnished (or furnishedas applicable) on a timely basis all forms, reports, schedules, forms, statements and other documents (including exhibits, financial statements and schedules thereto, and all other information incorporated therein and amendments and supplements thereto) with the SEC that have been required to be filed with (or furnished to) the SEC by the Company (such documents and any such additional documents filed with (or furnished to) the SEC after the date of this Agreement, the “Company SEC Documents”). As of its filing (or furnishing) date or, if amended it under applicable Laws prior to the date of this Agreement, hereof. During the period commencing as of the date of this Agreement and ending on the last Expiration Date, the Company will file all Company SEC Documents that are required to be filed by it under applicable Laws prior to such amendment, each time. Each Company SEC Document complied, or if filed (or furnished) subsequent to the date of this Agreement, will comply, as the case may be, as of its filing date, as to form in all material respects with the applicable requirements of the Securities Act or the Exchange Act, as the case may be, and the rules and regulations with all applicable provisions of the SEC promulgated thereunder applicable to Xxxxxxxx-Xxxxx Act, each as in effect on the date such Company SEC DocumentDocument was, or will be, filed. As of its filing date (or furnishing) date or, if amended or superseded by a filing prior to the date of this Agreement, as of on the date of the last such amendmentamended or superseded filing), no each Company SEC Document contained did not and will not contain any untrue statement of a material fact or omitted 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. Neither the Company nor any of its Subsidiaries has received from the SEC or any other Governmental Body any written comments or questions with respect to any of the Company SEC Documents (including the financial statements included therein) or any registration statement filed by any of them with the SEC or any notice from the SEC or other Governmental Body that such Company SEC Documents (including the financial statements included therein) or registration statements are being reviewed or investigated, and, to the Knowledge of the Company, there is not, as of the Agreement Date, any investigation or review being conducted by the SEC or any other Governmental Body of any Company SEC Documents (including the financial statements included therein). The Company has made available to Parent true, correct and complete copies of all correspondence between the SEC and the Company occurring since January 1, 2010. None of the Company’s Subsidiaries is required to file any forms, reports, schedules, statements or other documents with the SEC. The certifications and statements required by Rule 13a-14 of the Exchange Act, and no Section 906 of the Xxxxxxxx-Xxxxx Act relating to any Company SEC Document filed Documents are accurate and complete, and complied as to form and content with (or furnished to) the SEC pursuant to the Exchange Act subsequent to all applicable Laws as of the date of this such filing (or, if amended or superseded by a filing prior to the Agreement will contain Date, then on the date of such filing). Neither the Company nor any untrue statement of a material fact its executive officers has received notice from any Governmental Body challenging or omit to state a material fact required to be stated therein questioning the accuracy, completeness, form or necessary in order to make the statements therein, in light manner of the circumstances under which they were made, not misleadingfiling of such certifications.

SEC Filings; Financial Statements. (a) Since September 29January 1, 20122015, the Company Parent has timely filed or otherwise furnished (or furnishedas applicable) on a timely basis all registration statements, prospectuses, forms, reports, schedules, formscertifications, statements and other documents (including exhibits, financial statements and schedules thereto, and all other information incorporated therein and amendments and supplements thereto) required to be filed with (or furnished to) the SEC by the Company (such documents and any such additional documents filed with (or furnished to) the SEC after the date of this Agreement, the “Company SEC Documents”). As of its filing (or furnishing) date or, if amended prior to the date of this Agreement, as of the date of the last such amendment, each Company SEC Document complied, or if filed (or furnished) subsequent to the date of this Agreement, will comply, as to form in all material respects with the requirements of 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 (such documents and any other documents filed by Parent with the rules and regulations of SEC, including any publicly filed supplements, modifications or amendments, collectively, the “Parent SEC promulgated thereunder applicable to such Company SEC DocumentDocuments”). As of its their respective effective dates (in the case of the Parent 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 Parent SEC Documents), or furnishing) date orin each case, if amended prior to the date of this Agreementhereof, as of the date of the last such amendment, no Company the Parent SEC Document contained any untrue statement Documents (i) complied in all material respects with the applicable requirements 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, and no Company SEC Document filed with (or furnished to) the SEC pursuant to the Exchange Act subsequent to or the date of this Agreement will 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 therein, in light of the circumstances under which they such statement were made, not misleading. All of the audited consolidated financial statements and unaudited consolidated interim financial statements of Parent and its consolidated Parent Subsidiaries included in the Parent SEC Documents, including the related notes and schedules (collectively, the “Parent 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 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 Parent and the consolidated Parent 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 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.

SEC Filings; Financial Statements. (a) Since September 29, 2012, the The Company has filed (or furnished) on a timely basis all reports, schedules, forms, statements statements, and other documents (including exhibits, financial statements and schedules thereto, and all other information incorporated therein and amendments and supplements thereto) required to be filed with (or furnished to) the SEC by the Company under the Securities Act of 1933, as amended (“Securities Act”), and the Securities Exchange Act of 1934, as amended (“Exchange Act”), including pursuant to Section 13(a) or 15(d) thereof, for the two years preceding the date hereof (or such shorter period as the Company was required by law or regulation to file such material) (the foregoing materials, including the exhibits thereto and documents incorporated by reference therein, being collectively referred to herein as the “SEC Reports”) on a timely basis or has received a valid extension of such time of filing and has filed any such additional documents filed with (or furnished to) SEC Reports prior to the SEC after the date expiration of this Agreement, the “Company SEC Documents”)any such extension. As of its filing (or furnishing) date ortheir respective dates, if amended prior to the date of this Agreement, as of the date of the last such amendment, each Company SEC Document complied, or if filed (or furnished) subsequent to the date of this Agreement, will comply, as to form Reports complied in all material respects with the requirements of the Securities Act or and the Exchange Act, as the case may beapplicable, and the rules and regulations none of the SEC promulgated thereunder applicable to such Company SEC Document. As of its filing (or furnishing) date orReports, if amended prior to the date of this Agreementwhen filed, as of the date of the last such amendment, no Company SEC Document 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 the light of the circumstances under which they were made, not misleading. The financial statements of the Company included in the SEC Reports (“Financial Statements”) comply in all material respects with applicable accounting requirements and the rules and regulations of the Commission with respect thereto as in effect at the time of filing. The Financial Statements have been prepared in accordance with United States Generally Accepted Accounting Principles (“GAAP”), except as may be otherwise specified in the Financial Statements or the notes thereto and except that unaudited Financial Statements may not contain all footnotes required by GAAP, and no fairly present in all material respects the financial position of the Company SEC Document filed with (or furnished to) as of and for the SEC pursuant to dates thereof and the Exchange Act subsequent to results of operations and cash flows for the date of this Agreement will 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 thereinperiods then ended, subject, in light the case of the circumstances under which they were madeunaudited statements, not misleadingto normal, immaterial, year-end audit adjustments.

SEC Filings; Financial Statements. (a) Since September 29, 2012, the The Company has timely filed (or furnished) on a timely basis all reportsforms, schedules, formsdocuments, statements and other documents (including exhibits, financial statements and schedules thereto, and all other information incorporated therein and amendments and supplements thereto) reports required to be filed under the Exchange Act prior to the date hereof by it with (or furnished to) the SEC by since December 31, 2007 (the Company (such documents forms, documents, statements and any such additional documents reports filed with (or furnished to) the SEC after the date of this Agreementsince December 31, 2007, including any amendments thereto, the “Company SEC DocumentsReports”). As of its filing (or furnishing) date their respective dates, or, if amended prior to the date of this Agreementor superseded by a subsequent filing, as of the date of the last such amendmentamendment or superseding filing prior to the date hereof, each the Company SEC Document Reports complied, or if and each of the Company SEC Reports filed (or furnished) subsequent to the date of this Agreement, Agreement will comply, as to form in all material respects with the requirements of the Securities Act or Act, the Exchange Act and the Xxxxxxxx-Xxxxx Act of 2002 (the “Xxxxxxxx-Xxxxx Act”), as the case may be, and the applicable rules and regulations of the SEC promulgated thereunder applicable to such Company SEC Documentthereunder. As of its the time of filing (with the SEC, none of the Company SEC Reports so filed or furnishing) date or, if amended prior that will be filed subsequent to the date of this AgreementAgreement contained or will contain, as of the date of the last such amendmentcase may be, no Company SEC Document contained any untrue statement of a material fact or omitted to state a any material fact required to be stated therein or necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading, and no except to the extent that the information in such Company SEC Document Report has been amended or superseded by a later Company SEC Report filed with (or furnished to) the SEC pursuant to the Exchange Act subsequent prior to the date of this Agreement will 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 therein, in light of the circumstances under which they were made, not misleadinghereof.

SEC Filings; Financial Statements. (a) Since September 29January 1, 20122015, the Company has timely filed or otherwise furnished (or furnishedas applicable) on a timely basis all registration statements, prospectuses, forms, reports, schedules, formscertifications, statements and other documents (including exhibits, financial statements and schedules thereto, and all other information incorporated therein and amendments and supplements thereto) required to be filed with (or furnished to) the SEC by the Company (such documents and any such additional documents filed with (or furnished to) the SEC after the date of this Agreement, the “Company SEC Documents”). As of its filing (or furnishing) date or, if amended prior to the date of this Agreement, as of the date of the last such amendment, each Company SEC Document complied, or if filed (or furnished) subsequent to the date of this Agreement, will comply, as to form in all material respects with the requirements of 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 rules and regulations of Company with the SEC promulgated thereunder applicable to such SEC, including any publicly filed supplements, modifications or amendments thereto, collectively, the “Company SEC DocumentDocuments”). As of its 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 furnishing) date orin each case, if amended prior to the date of this Agreementhereof, as of the date of the last such amendment, no the Company SEC Document contained any untrue statement Documents (i) complied in all material respects with the applicable requirements 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, and no Company SEC Document filed with (or furnished to) the SEC pursuant to the Exchange Act subsequent to or the date of this Agreement will 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 therein, in light of the circumstances under which they such statement were made, not misleading. All of the audited consolidated financial statements and unaudited consolidated interim financial statements of the Company 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 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 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 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.

SEC Filings; Financial Statements. (a) Since 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 2930, 20121997 and December 31, 1997, as filed 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 amended, collectively, the Company "Lancit SEC Documents"). Lancit has filed (or furnished) on a timely basis made all reportsrequired filings since July 1, schedules, forms, statements and other documents (including exhibits, financial statements and schedules thereto, and all other information incorporated therein and amendments and supplements thereto) required to be filed 1994 with (or furnished to) the SEC by when due in accordance with the Company (such documents rules and any such additional documents filed with (or furnished to) regulations promulgated under the SEC after Exchange Act and the date of this Agreement, the “Company SEC Documents”)Securities Act. As of its filing (or furnishing) date ortheir respective dates, if amended prior to the date of this Agreement, as all of the date of the last such amendment, each Company Lancit SEC Document complied, or if filed (or furnished) subsequent to the date of this Agreement, will comply, as to form Documents complied in all material respects with the requirements of the Securities Exchange Act or the Exchange Securities Act, as the case may beapplicable, and the applicable rules and regulations of the SEC promulgated thereunder applicable to such Company SEC Documentthereunder. As of its filing (date, each such report or furnishing) date or, if amended prior statement filed pursuant to the date of this Agreement, as of the date of the last such amendment, no Company SEC Document contained Exchange Act did not contain any untrue statement of a material fact or omitted 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. Each such registration statement, and no Company SEC Document as amended or supplemented, if applicable, filed with (or furnished to) the SEC pursuant to the Exchange Securities Act subsequent to of 1933 as of the date of this Agreement will such statement or amendment became effective 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 thereintherein not misleading. All material agreements, in light contracts and other documents required to be filed as exhibits to any of the circumstances under which they were made, not misleadingLancit SEC Documents have been so filed.

SEC Filings; Financial Statements. (a) Since September 29, 2012, the The Company has filed Made Available (or furnishedmade available on the SEC website) on a timely basis to Parent accurate and complete copies of all registration statements, proxy statements, Company Certifications (as defined below) and other statements, reports, schedules, forms, statements exhibits and other documents (including exhibits, financial statements and schedules thereto, and all other information incorporated therein and amendments and supplements thereto) required to be filed with (or furnished to) the SEC by the Company with the SEC, including all amendments thereto since January 1, 2008 (such documents and any such additional documents filed with (or furnished to) the SEC after the date of this Agreementcollectively, the “Company SEC Documents”). All statements, reports, schedules, forms, exhibits and other documents required to have been filed by the Company or its officers with the SEC since January 1, 2008 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 its filing the time filed with the SEC (or furnishing) date or, if amended or superseded by a filing prior to the date of this Agreement, as of then on the date of such filing): (i) each of the last such amendment, each Company SEC Document complied, or if filed (or furnished) subsequent to the date of this Agreement, will comply, as to form Documents complied in all material respects with the applicable requirements of the Securities Act or the Exchange Act, Act (as the case may be, ); and the rules and regulations (ii) none of the SEC promulgated thereunder applicable to such Company SEC Document. As of its filing (or furnishing) date or, if amended prior to the date of this Agreement, as of the date of the last such amendment, no Company SEC Document Documents 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 the light of the circumstances under which they were made, not misleading. Each of the certifications and statements relating to the Company SEC Documents required by: (A) Rule 13a-14 or Rule 15d-14 under the Exchange Act; (B) 18 U.S.C. §1350 (Section 906 of the Xxxxxxxx-Xxxxx Act); or (C) any other rule or regulation promulgated by the SEC or applicable to the Company SEC Documents (collectively, the “Company Certifications”) is accurate and complete, and no Company SEC Document filed complies as to form and content with (all applicable Legal Requirements. As used in Section 3.04, the term “file” and variations thereof shall be broadly construed to include any manner in which a document or furnished to) information is filed, furnished, submitted, supplied or otherwise made available to the SEC pursuant to or any member of its staff in accordance with the applicable requirements of the Securities Act or the Exchange Act subsequent to (as the date of this Agreement will 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 therein, in light of the circumstances under which they were made, not misleadingcase may be).

SEC Filings; Financial Statements. (a) Since September 29, 2012, the The Company has filed Made Available (or furnishedmade available on the SEC website) on a timely basis to Parent accurate and complete copies of all registration statements, proxy statements, Company Certifications and other statements, reports, schedules, forms, statements forms and other documents (including exhibits, financial statements and schedules thereto, and all other information incorporated therein and amendments and supplements thereto) required to be filed with (or furnished to) the SEC by the Company (such documents and any such additional documents filed with (or furnished to) the SEC after between December 31, 2020 and, solely for purposes of this sentence, the date of this AgreementAgreement (and for all other purposes under this Agreement since December 31, 2020), including all amendments thereto since December 31, 2020 (collectively, the “Company SEC Documents”). All statements, reports, schedules, forms and other documents required to have been filed by the Company or its officers with the SEC since December 31, 2020 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 its filing the time it was filed with the SEC (or furnishing) date or, if amended or superseded by a filing prior to the date of this Agreement, as of then on the date of such filing): (i) each of the last such amendment, each Company SEC Document complied, or if filed (or furnished) subsequent to the date of this Agreement, will comply, Documents complied as to form in all material respects with the applicable requirements of the Securities Act or the Exchange Act, as the case may be, applicable law; and the rules and regulations (ii) none of the SEC promulgated thereunder applicable to such Company SEC Document. As of its filing (or furnishing) date or, if amended prior to the date of this Agreement, as of the date of the last such amendment, no Company SEC Document Documents 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 the light of the circumstances under which they were made, not misleading, and no except to the extent corrected: (A) in the case of Company SEC Document Documents filed with (or furnished to) the SEC pursuant to the Exchange Act subsequent on or prior to the date of this Agreement will contain any untrue statement that were amended or superseded on or prior to the date of a material fact this Agreement, by filing or omit to state a material fact required to be stated therein or necessary in order to make the statements therein, in light furnishing of the circumstances applicable amending or superseding Company SEC Document; and (B) in the case of Company SEC Documents filed or furnished after the date of this Agreement that are amended or superseded prior to the Effective Time, by the filing or furnishing of the applicable amending or superseding Company SEC Document. Each of the certifications and statements relating to the Company SEC Documents required by: (A) Rule 13a-14 or Rule 15d-14 under the Exchange Act; (B) 18 U.S.C. § 1350 (Section 906 of the Xxxxxxxx-Xxxxx Act); or (C) any other rule or regulation promulgated by the SEC or applicable to the Company SEC Documents (collectively, the “Company Certifications”) is accurate and complete in all material respects, and complies as to form in all material respects with all applicable Legal Requirements. As used in the introduction to this Section 2 and 2.4, the term “file” and variations thereof shall be broadly construed to include any manner in which they were madea document or information is filed, not misleadingfurnished, submitted, supplied or otherwise made available to the SEC or any member of its staff.

SEC Filings; Financial Statements. (a) Since September 29July 18, 20122011, the Company Buyer has timely filed or otherwise furnished (or furnishedas applicable) on a timely basis all registration statements, prospectuses, forms, reports, schedules, formscertifications, statements and other documents (including exhibits, financial statements and schedules thereto, and all other information incorporated therein and amendments and supplements thereto) required to be filed with (or furnished to) the SEC by the Company (such documents and any such additional documents filed with (or furnished to) the SEC after the date of this Agreement, the “Company SEC Documents”). As of its filing (or furnishing) date or, if amended prior to the date of this Agreement, as of the date of the last such amendment, each Company SEC Document complied, or if filed (or furnished) subsequent to the date of this Agreement, will comply, as to form in all material respects with the requirements of 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 (such documents and any other documents filed by Buyer with the rules and regulations SEC, as have been supplemented, modified or amended since the time of filing, collectively, the “Buyer SEC promulgated thereunder applicable to such Company SEC DocumentDocuments”). As of its their respective effective dates (in the case of the Buyer 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 Buyer SEC Documents), or furnishing) date orin each case, if amended prior to the date of this Agreementhereof, as of the date of the last such amendment, no Company the Buyer SEC Document 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, Documents (i) did not misleading, and no Company SEC Document filed with (or furnished to) the SEC pursuant to the Exchange Act subsequent to the date of this Agreement will 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 misleadingmisleading 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. All of the audited financial statements and unaudited interim financial statements of Buyer included in the Buyer SEC Documents, including the related notes and schedules (collectively, the “Buyer 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 financial position and the results of operations, cash flows and changes in stockholders’ equity of 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).

SEC Filings; Financial Statements. (a) Since September 29January 1, 20122015, the Company has timely filed or otherwise furnished (or furnishedas applicable) on a timely basis all registration statements, prospectuses, forms, reports, schedules, formscertifications, statements and other documents (including exhibits, financial statements and schedules thereto, and all other information incorporated therein and amendments and supplements thereto) required to be filed with (or furnished to) the SEC by the Company (such documents and any such additional documents filed with (or furnished to) the SEC after the date of this Agreement, the “Company SEC Documents”). As of its filing (or furnishing) date or, if amended prior to the date of this Agreement, as of the date of the last such amendment, each Company SEC Document complied, or if filed (or furnished) subsequent to the date of this Agreement, will comply, as to form in all material respects with the requirements of 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 rules and regulations Company with the SEC, as have been supplemented, modified or amended since the time of filing, collectively, the SEC promulgated thereunder applicable to such “Company SEC DocumentDocuments”). As of its 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 furnishing) date orin each case, if amended prior to the date of this Agreementhereof, as of the date of the last such amendment, no the Company SEC Document contained any untrue statement Documents complied in all material respects with the applicable requirements 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, and no Company SEC Document filed with (or furnished to) the SEC pursuant to the Exchange Act subsequent to or the date Securities Act, as the case may be, the Xxxxxxxx-Xxxxx Act and the applicable rules and regulations of this Agreement will contain any untrue statement the SEC thereunder. All of the audited consolidated financial statements and unaudited consolidated interim financial statements of the Company 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 material fact or omit to state a material fact required to consistent basis during the periods involved (except as may be stated therein or necessary indicated in order to make the statements thereinnotes thereto or, in light the case of interim financial statements, for normal and recurring year-end 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 circumstances under Company 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 the effect of which they were madewould not be material, not misleadingindividually 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.

SEC Filings; Financial Statements. (a) Since September 29January 1, 20122008, the Company has timely filed or furnished (or furnishedas applicable) on a timely basis all reportsregistration statements, schedulesprospectuses, forms, reports, statements and other documents (including all exhibits, financial statements and schedules thereto, and all other information incorporated therein and amendments and supplements thereto) required to be filed with (or furnished to) the SEC by the Company (such documents and any such additional documents filed with (or furnished to) the SEC after the date of this Agreement, the “Company SEC Documents”). As of its filing (or furnishing) date or, if amended prior to the date of this Agreement, as of the date of the last such amendment, each Company SEC Document complied, or if filed (or furnished) subsequent to the date of this Agreement, will comply, as to form in all material respects with the requirements of 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 rules and regulations Company or any Company Subsidiary with the SEC, as have been supplemented, modified or amended since the time of filing, collectively, the SEC promulgated thereunder applicable to such “Company SEC DocumentDocuments”). As of its 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 furnishing) date orin each case, if amended prior to the date of this Agreementhereof, as of the date of the last such amendment, no the Company SEC Document 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, Documents (i) did not misleading, and no Company SEC Document filed with (or furnished to) the SEC pursuant to the Exchange Act subsequent to the date of this Agreement will 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 misleadingmisleading 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 (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 adjustments 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 (D) 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 Filings; Financial Statements. (a) Since September 29, 2012, the Company has filed (or furnished) on a timely basis all reports, schedules, forms, statements and other documents (including exhibits, The consolidated financial statements contained in each report, registration statement and schedules thereto, and all other information incorporated therein and amendments and supplements thereto) required to be definitive proxy statement filed with (or furnished to) the SEC by the Company with the Securities and Exchange Commission (such documents the “SEC,” and any such additional documents filed with (or furnished to) the SEC after the date of this Agreementdocuments, the “Company SEC Documents”). As of its filing ): (or furnishingi) date or, if amended prior to the date of this Agreement, as of the date of the last such amendment, each Company SEC Document complied, or if filed (or furnished) subsequent to the date of this Agreement, will comply, complied as to form in all material respects with the requirements of the Securities Act or the Exchange Act, as the case may be, and the published rules and regulations of the SEC promulgated thereunder applicable to such Company SEC Document. As of its filing thereto and were timely filed; (or furnishingii) date or, if amended prior to the date of this Agreement, information contained therein as of the date of the last such amendment, no Company SEC Document 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, respective dates thereof did not misleading, and no Company SEC Document filed with (or furnished to) the SEC pursuant to the Exchange Act subsequent to the date of this Agreement will contain any an 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 therein, in light of the circumstances under which they were made, not misleading; (iii) were prepared in accordance with generally accepted accounting principles applied on a consistent basis throughout the periods covered (“GAAP”), except as may be indicated in the notes to such financial statements and (in the case of unaudited statements) as permitted by Form 10-Q of the SEC, and except that unaudited financial statements may not contain footnotes and are subject to year-end audit adjustments; and (iv) fairly present the consolidated financial position of the Company and its subsidiaries as of the respective dates thereof and the consolidated results of operations cash flows and the changes in stockholders’ equity of the Company and its subsidiaries for the periods covered thereby. Except as set forth in the financial statements included in the Company SEC Documents, neither the Company nor its subsidiaries has any liabilities, contingent or otherwise, other than liabilities incurred in the ordinary course of business subsequent to the fiscal year or quarter covered by the Company’s most recent filed periodic report on Form 10-K or Form 10-Q (the “Last Reported Period”), and liabilities of the type not required under generally accepted accounting principles to be reflected in such financial statements. Such liabilities incurred subsequent to the Last Reported Period, are not, in the aggregate, material to the financial condition or operating results of the Company and its subsidiaries, taken as a whole.

SEC Filings; Financial Statements. (a) Since September 29, 2012, the The Company has filed (or furnished) on a timely basis made --------------------------------- all reports, schedules, forms, statements and other documents (including exhibits, financial statements and schedules thereto, and all other information incorporated therein and amendments and supplements thereto) filings required to be filed made under the Exchange Act with (or furnished to) the SEC by since December 31, 1996 (the Company (such documents and any such additional documents filed with (or furnished to) the "SEC after the date of this Agreement, the “Company SEC Documents”Filings"). As of its filing (or furnishing) date ortheir respective dates, if amended prior to the date of this Agreement, as of the date of the last such amendment, each Company SEC Document complied, or if filed (or furnished) subsequent to the date of this Agreement, will comply, ----------- Filings complied as to form in all material respects with the requirements of the Securities Act of 1933, as amended (the "Securities Act"), or the Exchange -------------- Act, as the case may be, and the rules and regulations of the SEC promulgated thereunder applicable to such Company SEC Document. As of its filing (or furnishing) date or, if amended prior to the date of this Agreement, as of the date of the last such amendment, no Company SEC Document 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 misleadingFilings, and no Company SEC Document filed with (or furnished to) the SEC pursuant to the Exchange Act subsequent to the date of this Agreement will Filings did not contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading. The financial statements set forth in the SEC Filings comply as to form in all material respects with applicable accounting requirements and the published rules and regulations of the SEC promulgated under the Securities Act or the Exchange Act, as the case may be, and have been prepared in accordance with generally accepted accounting principles applied on a consistent basis during the periods involved (except as may be indicated in the notes to such financial statements) and fairly present in all material respects the consolidated financial position of the Company and its subsidiaries at the respective dates thereof and the consolidated results of operations and cash flows for the respective periods then ended (subject, in the case of unaudited interim financial statements, to exceptions permitted by Form 10-Q under the Exchange Act and to normal year-end adjustments). As of March 31, 1997, neither the Company nor any of its subsidiaries had, and since such date neither the Company nor any of its subsidiaries has incurred, any liabilities of any nature, whether accrued, absolute, contingent or otherwise, whether due or to become due that are required to be recorded or reflected on a consolidated balance sheet of the Company under generally accepted accounting principles, except as reflected or reserved against or disclosed in the financial statements of the Company included in the SEC Filings or set forth on Schedule 4.7.

SEC Filings; Financial Statements. (a) Since September 29The Company has Made Available to Parent true, 2012correct and complete copies of all Company SEC Documents filed since December 31, 2010, including the Company has filed (or furnished) on a timely basis all Financial Statements. All statements, reports, schedules, forms, statements forms and other documents (including exhibits, financial statements and schedules thereto, and all other information incorporated therein and amendments and supplements thereto) required to be have been filed with (or furnished to) the SEC by the Company (such documents and any such additional documents filed or its officers with (or furnished to) the SEC since December 31, 2010 have been so filed on a timely basis, including any certification or statement required by: (i) Rule 13a-14 or Rule 15d-14 under the Exchange Act (and Section 302 of the Xxxxxxxx-Xxxxx Act); (ii) Section 906 of the Xxxxxxxx-Xxxxx Act; and (iii) any other rule or regulation promulgated by the SEC or applicable to the Company SEC Documents filed on or after the date of this AgreementDecember 31, 2010 (collectively, the “Company SEC DocumentsCertifications”). Each of the Certifications are accurate and complete, and comply in all material respects as to form and content with all applicable Legal Requirements. None of the Company Subsidiaries is required to file any documents with the SEC. As of its filing the time it was filed with the SEC (or furnishing) date or, if amended or superseded by a filing prior to the date of this Agreement, as of then on the date of such filing and, in the last such amendmentcase of registration statements and proxy statements, on the dates of effectiveness and the dates of mailing, respectively): (A) each of the Company SEC Document complied, or if filed (or furnished) subsequent to the date of this Agreement, will comply, as to form Documents complied in all material respects with the applicable requirements of the Securities Act, the Exchange Act or the Exchange Act, Xxxxxxxx-Xxxxx Act (as the case may be, ); and the rules and regulations (B) none of the SEC promulgated thereunder applicable to such Company SEC Document. As of its filing (or furnishing) date or, if amended prior to the date of this Agreement, as of the date of the last such amendment, no Company SEC Document Documents 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 the light of the circumstances under which they were made, not misleading, and . There are no outstanding or unresolved comments received from the SEC with respect to the Company SEC Document filed with (Documents. As used in this Agreement, the term “file” and variations thereof, when used in reference to the SEC, shall be broadly construed to include any manner in which a document or furnished to) information is furnished, supplied or otherwise made available to the SEC pursuant and made publicly available on XXXXX (other than documents or information that are provided by the Company to the Exchange Act subsequent to the date of this Agreement will 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 therein, in light staff of the circumstances under which they were made, SEC on a supplemental basis and are not misleadingmade publicly available on XXXXX).

SEC Filings; Financial Statements. (a) Since September 29, 2012, the The Company has filed or otherwise furnished (or furnishedas applicable) on a timely basis all reports, schedules, forms, statements reports and other documents (including exhibits, financial statements and schedules thereto, and all other information incorporated therein and amendments and supplements thereto) required to be filed with (or furnished to) to the SEC by the Company since January 1, 2013 (such documents the “Applicable Date”) (the forms, reports and any such additional other documents filed with (or furnished to) since the SEC after Applicable Date and those filed or furnished subsequent to the date hereof as have been supplemented, modified or amended since the time of this Agreementfiling or furnishing, collectively, the “Company SEC DocumentsReports”). As of its filing (or furnishing) date or, if amended prior to the date of this Agreementfiling, 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 the last filing of such amendment), each Company SEC Document complied, or if filed (or furnished) subsequent to and as of the date of this Agreementeffectiveness in the case of Company SEC Reports filed pursuant to the Securities Act of 1933, will complyas 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, and the rules and regulations of the SEC promulgated thereunder applicable to such Company SEC Document. As of its filing (or furnishing) date orthereunder, if amended prior to each as in effect on the date of this Agreement, as of the date of the last such amendment, no Company SEC Document contained any untrue statement of a material fact so filed 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 misleadingeffective, and no Company SEC Document filed with (or furnished toii) the SEC pursuant to the Exchange Act subsequent to the date of this Agreement will 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 misleadingmisleading as of its filing date or effective date (as applicable).

SEC Filings; Financial Statements. (a) Since September 29, 2012, Each of the Company and Pamida has filed (or furnished) on a timely basis all reports, schedules, forms, statements reports and other documents (including exhibits, financial statements and schedules thereto, and all other information incorporated therein and amendments and supplements thereto) required to be filed by it with the SEC since December 31, 1996, and the Company has heretofore delivered or made available to Parent, in the form filed with the SEC, (or furnished toi) the SEC Company's and Pamida's Annual Reports on Form 10-K for the fiscal years ended February 2, 1997, February 1, 1998 and January 31, 1999, (ii) all proxy statements relating to the Company's meetings of stockholders (whether annual or special) held since December 31, 1996, and (iii) all other forms, reports and other registration statements (other than Quarterly Reports on Form 10-Q with respect to fiscal quarters ending prior to February 1, 1999 and Registration Statements on Form S-8) filed by the Company (such documents and any such additional documents filed or Pamida with (or furnished to) the SEC after since December 31, 1995 (the date of this Agreementforms, reports and other documents referred to in clauses (i), (ii) and (iii) above being referred to herein, collectively, as the “Company "SEC Documents”Reports"). As The SEC Reports (i) were prepared in accordance with the requirements of its filing (or furnishing) date or, if amended prior to the date Securities Act of this Agreement1933, as of amended (the date of "Securities Act"), and the last such amendmentExchange Act, each Company SEC Document compliedas the case may be, or if and the rules and regulations promulgated thereunder and, at the time they were filed (or furnished) subsequent at the effective date thereof with respect to registration statements under the date of this AgreementSecurities Act), will comply, as to form complied in all material respects with the requirements of the Securities Act or the Exchange Act, as the case may be, and the rules and regulations of the SEC promulgated thereunder applicable to such Company SEC Document. As of its filing Reports, and (ii) did not, at the time they were filed (or furnishing) at the effective date orthereof with respect to registration statements under the Securities Act), if amended prior to the date of this Agreement, as of the date of the last such amendment, no Company SEC Document 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, and no Company SEC Document filed with (or furnished to) the SEC pursuant to the Exchange Act subsequent to the date of this Agreement will 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. No Subsidiary other than Pamida is required to file any form, report or other document with the SEC.

SEC Filings; Financial Statements. Complete copies of the Company’s consolidated financial statements consisting of the balance sheets of the Company as of December 31, 2017 and December 31, 2018 and the related statements of operations, stockholders’ equity and cash flows for the annual periods then ended (athe “Financial Statements”) Since September 29have been made available to the Subscriber and appear in the SEC Filings through EXXXX. The Financial Statements are based on the books and records of the Company and fairly present, 2012in all material respects, the financial condition of the Company as of the dates they were prepared and the results of the operations and cash flows of the Company for the periods indicated. Ernst & Young LLP, which has audited the Financial Statements, is an independent accounting firm within the rules and regulations adopted by the SEC. The Financial Statements have been prepared in accordance with generally accepted accounting principles applied on a consistent basis during the periods involved, except as may be otherwise specified in such financial statements or the footnotes thereto, and fairly present in all material respects the financial position of the Company as of and for the dates thereof and the results of operations and cash flows for the periods then ended. The Company has filed (or furnished) on a timely basis all reports, schedules, forms, statements and other documents (including exhibits, financial statements and schedules thereto, and all other information incorporated therein and amendments and supplements thereto) SEC Filings required to be filed with (by it under the Securities Act and the Exchange Act since the Reference Date on a timely basis, or furnished to) timely filed a valid extension of such time of filing and has filed such SEC Reports prior to the SEC by the Company (such documents and expiration of any such additional documents filed with (or furnished to) the SEC after the date of this Agreement, the “Company SEC Documents”)extension. As of its filing (their respective dates, all SEC Reports filed on or furnishing) date or, if amended prior to after the date of this Agreement, as of the date of the last such amendment, each Company SEC Document complied, or if filed (or furnished) subsequent to the date of this Agreement, will comply, as to form Reference Date complied in all material respects with the requirements of the Securities Act or and the Exchange Act, as the case may be, Act and the rules and regulations of the SEC promulgated thereunder applicable to such Company SEC Document. As of its filing (or furnishing) date orthereunder, if amended prior to the date of this Agreement, as and none of the date of the last such amendmentSEC Reports, no Company SEC Document when filed, 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, and no Company SEC Document filed with (or furnished to) the SEC pursuant to the Exchange Act subsequent to the date of this Agreement will 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 therein, in light of the circumstances under which they were made, not misleading.

SEC Filings; Financial Statements. (a) Since September 29, 2012, the The Company has filed delivered (or furnishedmade available on the SEC website) on a timely basis to Parent accurate and complete copies of all registration statements, proxy statements and other statements, reports, schedules, forms, statements forms and other documents (including exhibits, financial statements and schedules theretofiled by the Company with, and all other information incorporated therein and amendments and supplements theretoCompany Certifications (as defined below) required to be filed with (or furnished to) the SEC by the Company (such documents and any such additional documents filed with (or furnished to) , the SEC after the date of this Agreementsince January 1, 2003, including all amendments thereto (collectively, the “"Company SEC Documents”"). All statements, reports, schedules, forms and other documents required to have been filed or furnished by the Company with or to the SEC since January 1, 2003 have been so filed or furnished on a timely basis. None of the Company's Subsidiaries is required to file or furnish any documents with or to the SEC. As of its filing (the time it was filed with or furnishing) date or, if amended prior furnished to the date of this Agreement, as SEC: (i) each of the date of the last such amendment, each Company SEC Document complied, or if filed (or furnished) subsequent to the date of this Agreement, will comply, Documents complied as to form in all material respects with the applicable requirements of the Securities Act or the Exchange Act, Act (as the case may be, ); and the rules and regulations (ii) none of the SEC promulgated thereunder applicable to such Company SEC Document. As of its filing (or furnishing) date or, if amended prior to the date of this Agreement, as of the date of the last such amendment, no Company SEC Document Documents 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 the light of the circumstances under which they were made, not misleading, and no except to the extent corrected: (A) in the case of Company SEC Document Documents filed with (or furnished to) the SEC pursuant to the Exchange Act subsequent on or prior to the date of this Agreement will contain any untrue statement that were amended or superseded on or prior to the date of a material fact this Agreement, by the filing or omit to state a material fact required to be stated therein or necessary in order to make the statements therein, in light furnishing of the circumstances applicable amending or superseding Company SEC Document; and (B) in the case of Company SEC Documents filed or furnished after the date of this Agreement that are amended or superseded prior to the Effective Time, by the filing or furnishing of the applicable amending or superseding Company SEC Document. Each of the certifications and statements relating to the Company SEC Documents required by: (1) the SEC's Order dated June 27, 2002 pursuant to Section 21(a)(1) of the Exchange Act (File No. 4-460); (2) Rule 13a-14 or 15d-14 under which they were madethe Exchange Act; or (3) 18 U.S.C. §1350 (Section 906 of the Xxxxxxxx-Xxxxx Act) (collectively, not misleadingthe "Company Certifications") is accurate and complete, and complied as to form and content with all applicable Legal Requirements in effect at the time such Company Certification was filed with or furnished to the SEC.

SEC Filings; Financial Statements. (a) Since September 29, 2012, the The Company has filed (or furnished) on a timely basis , as applicable, all reports, schedulesregistration statements, forms, statements reports and other documents (including exhibitsexhibits and other information incorporated therein) required to be filed or furnished by the Company with the SEC since January 1, financial statements 2021. All such registration statements, forms, reports and schedules thereto, other documents (including exhibits and all other information incorporated therein and amendments those registration statements, forms, reports and supplements thereto) required to be filed with (or furnished to) the SEC by other documents that the Company (such documents and any such additional documents filed with (may file or furnished to) the SEC furnish after the date of this Agreement, hereof until the Closing) are referred to herein as the “Company SEC Documents”). As of its filing (or furnishing) date or, if amended prior to the date of this Agreement, as of the date of the last such amendment, each Reports.” The Company SEC Document Reports (i) were or will be filed or furnished on a timely basis, (ii) at the time filed or furnished, complied, or if will comply when filed (or furnished) subsequent to the date of this Agreement, will comply, as to form in all material respects with the requirements of the Securities Act or Act, the Exchange Act, the Sxxxxxxx-Xxxxx Act and the Dxxx-Xxxxx Act of 2010, as amended, as the case may be, and the rules and regulations of the SEC promulgated thereunder applicable to such Company SEC Document. As of its filing Reports and (or furnishingiii) date or, if amended prior except to the date of this Agreement, as of the date of the last such amendment, no extent that information contained in a Company SEC Document contained any untrue statement of Report has been revised, amended, modified or superseded by a material fact later filed or omitted to state a material fact required to be stated therein furnished Company SEC Report, did not or necessary in order to make will not at the statements therein, in light of the circumstances under which time they were made, not misleading, and no Company SEC Document or are filed with (or furnished to) the SEC pursuant to the Exchange Act subsequent to the date of this Agreement will contain any untrue statement of a material fact or omit to state a material fact required to be stated therein in such Company SEC Reports or necessary in order to make the statements thereinin such Company SEC Reports, in the light of the circumstances under which they were made, not misleadingmisleading in any material respect.

SEC Filings; Financial Statements. (a) Since September 29Other than such documents that can be obtained on the SEC’s website at xxx.xxx.xxx, 2012Xxxxxx has made available to Iris accurate and complete copies of all registration statements, the Company has filed proxy statements, Meadow Certifications (or furnishedas defined below) on a timely basis all and other statements, reports, schedules, forms, statements forms and other documents (including exhibits, financial statements and schedules thereto, and all other information incorporated therein and amendments and supplements thereto) required to be filed by Meadow with (or furnished to) the SEC by the Company (such documents between January 1, 2020 and any such additional documents filed with (or furnished to) the SEC after the date of this Agreement, hereof (the “Company Meadow SEC Documents”). Since the date of the Meadow Balance Sheet, all material statements, reports, schedules, forms and other documents required to have been filed by Meadow or its officers with the SEC have been so filed on a timely basis. As of its filing the time it was filed with the SEC (or furnishing) date or, if amended or superseded by a filing prior to the date of this Agreement, as of then on the date of the last such amendmentfiling), each Company of the Meadow SEC Document complied, or if filed (or furnished) subsequent to the date of this Agreement, will comply, as to form Documents complied in all material respects with the applicable requirements of the Securities Act or the Exchange Act, Act (as the case may be, and the rules and regulations of the SEC promulgated thereunder applicable to such Company SEC Document. As of its filing (or furnishing) date or, if amended prior to the date of this Agreementand, as of the date time they were filed, none of the last such amendment, no Company Meadow SEC Document Documents 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 misleadingmisleading (or, and no Company in the case of a Meadow SEC Document that is a registration statement, as amended or supplemented, if applicable, filed with (or furnished to) the SEC pursuant to the Exchange Act subsequent to Securities Act, as of the date of this Agreement will contain such registration statement or amendment became effective, 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 thereinmade therein not misleading); provided, in light 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 circumstances under 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 they were madea document or information is furnished, not misleadingsupplied or otherwise made available to the SEC.

SEC Filings; Financial Statements. (a) Since September 29, 2012, the The Company has timely filed or furnished (or furnishedas applicable) on a timely basis all registration statements, prospectuses, forms, reports, schedules, certifications and other documents required to be filed by the Company with the SEC since January 1, 2010. All such registration statements, prospectuses, forms, statements reports, schedules, certifications and other documents (including exhibits, financial statements and schedules thereto, exhibits and all other information incorporated therein and amendments and supplements theretoby reference) required are referred to be filed with (or furnished to) the SEC by the Company (such documents and any such additional documents filed with (or furnished to) the SEC after the date of this Agreement, herein as the “Company SEC Documents”). As of its their respective filing dates (after giving effect to any amendments or furnishing) date orsupplements thereto), if amended prior to the date of this Agreement, as of the date of the last such amendment, each Company SEC Document complied, or if filed (or furnished) subsequent to the date of this Agreement, will comply, 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 Securities 1933 Act or the Exchange 1934 Act, as the case may be, and the published rules and regulations of the SEC promulgated thereunder applicable to such Company SEC DocumentDocuments. As of its filing Except to the extent that information contained in any Company SEC Document has been revised, amended, modified or superseded (or furnishing) date or, if amended prior to the date of this Agreement) by a later filed Company SEC Document, as none of the date of the last such amendment, no Company SEC Document 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 misleadingmisleading 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, and 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 Document filed with (Documents on or furnished to) the SEC pursuant to the Exchange Act subsequent prior to the date of this Agreement will 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 hereof. To the statements therein, in light knowledge of the circumstances under which they were madeCompany, not misleadingnone of the Company SEC Documents filed on or prior to the date hereof is subject to ongoing SEC review or investigation.

SEC Filings; Financial Statements. The Company has heretofore --------------------------------- delivered or made available to TNF a complete and correct copy of each registration statement, offering circular relating to the offering of securities, report, proxy statement or information statement prepared by it since December 31, 1995, including, without limitation, (aA) Since its Annual Report on Form 10-K (the "Fiscal 1997 Form 10-K") for the year ended December 31, 1997, --------------------- and (B) its Quarterly Report on Form 10-Q for the period ended September 2930, 20121998, each in the form (including exhibits and any amendments thereto) filed with the SEC (collectively, the Company has filed (or furnished) on a timely basis all reports, schedules, forms, statements and other documents (including exhibits, financial statements and schedules thereto, and all other information incorporated therein and amendments and supplements thereto) required to be filed with (or furnished to) the "SEC by the Company (such documents and any such additional documents filed with (or furnished to) the SEC after the date of this Agreement, the “Company SEC Documents”Reports"). As of its filing (or furnishing) date their respective dates or, ----------- if amended prior to the date of this Agreementamended, as of the date of the last such amendment, each Company SEC Document complied, or if filed (or furnished) subsequent to the date of this Agreement, will comply, as to form in all material respects with the requirements of the Securities Act or the Exchange Act, as the case may be, and the rules and regulations of the SEC promulgated thereunder applicable to such Company SEC Document. As of its filing (or furnishing) date or, if amended amendment prior to the date of this Agreement, as of the date of the last such amendment, no Company Company's SEC Document 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, Reports did not misleadingcontain, and no Company its Annual Report on Form 10-K for the fiscal year ended December 31, 1998 when filed will not contain (and at such time will constitute an SEC Document filed with (or furnished to) the SEC pursuant to the Exchange Act subsequent to the date of this Agreement will contain Report), 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. Each of the Company's consolidated balance sheets included in or incorporated by reference into its SEC Reports (including the related notes and schedules) fairly presents, in all material respects, the consolidated financial position of the Company as of its date and each of the consolidated statements of income, cash flows and stockholders' equity included in or incorporated by reference into its SEC Reports (including any related notes and schedules) fairly presents the consolidated results of operations, retained earnings and cash flows, as the case may be, of the Company for the periods set forth therein (subject, in the case of unaudited statements, to normal year-end audit adjustments), in each case in accordance with GAAP (other than the absence of footnotes in the case of unaudited statements) consistently applied through the periods indicated. A true, correct and complete copy of the Company's unaudited 1998 financial statements is included in Section 6.7 of the Company Disclosure Letter. Except ----------- as set forth in Section 6.7 of the Company Disclosure Letter, there will be no ----------- material deviation between such unaudited 1998 financial statements and the audited 1998 financial statements to be included in the Company's Annual Report on Form 10-K for the year ended December 31, 1998. Without limiting the foregoing, the Company maintains appropriate reserves under GAAP for warranty claims, product liability claims, and severance payments that may be incurred by the Company in connection with the termination of arrangements with international sales representatives.

SEC Filings; Financial Statements. (a) Since September 29, 2012, the The Company has filed (or furnished) on a timely basis all forms, reports, schedules, forms, statements and other documents (including exhibits, financial statements and schedules thereto, and all other information incorporated therein and amendments and supplements thereto) required to be filed with (or furnished to) the SEC by since April 30, 1995 (the Company (such documents and any such additional documents filed with (or furnished to) the SEC after the date of this Agreement, the “"Company SEC Documents”Reports"). As of its filing (or furnishing) date or, if amended prior to the date of this Agreement, as of the date of the last such amendment, each The Company SEC Document compliedReports (i) were each prepared in accordance with, or if filed (or furnished) subsequent to and at the date time of this Agreement, will comply, as to form filing complied in all material respects with with, the requirements of the Securities Act of 1933, as amended, together with the rules and regulations promulgated thereunder (the "Securities Act"), or the Securities Exchange Act of 1934, as amended, together with the rules and regulations promulgated thereunder (the "Exchange Act"), as the case may be, and the rules and regulations (ii) except as disclosed in Section 3.08 of the SEC promulgated thereunder applicable to such Company SEC Document. As of its filing (or furnishing) date orDisclosure Schedule, if amended prior to did not at the date of this Agreement, as of the date of the last such amendment, no Company SEC Document 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 time they were made, not misleading, and no Company SEC Document filed with (or furnished to) the SEC pursuant to the Exchange Act subsequent to the date of this Agreement will 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 therein, in the light of the circumstances under which they were made, not misleading. None of Xxxxx or the Company's other Subsidiaries is required to file any forms, reports or other documents with the SEC. Each of the consolidated financial statements (including, in each case, any related notes thereto) contained in the SEC Reports has been prepared in accordance with GAAP (except as may be indicated in the notes thereto), and each presents fairly the consolidated financial position of the Company and its consolidated Subsidiaries at the respective dates thereof and the consolidated results of its operations and changes in cash flows for the periods indicated, except that the unaudited interim financial statements were or are subject to normal and recurring year-end adjustments. Except as would not have a Material Adverse Effect, and except for (i) liabilities reflected in the Company SEC Reports or in Schedule 3.08 of the Disclosure Schedule, (ii) liabilities incurred in the ordinary course of business of the Company and its Subsidiaries subsequent to Xxxxx 00, 0000, (xxx) liabilities incurred with respect to the Mortgage Refinancing and (iv) liabilities incurred with respect to the Equipment Debt Refinancing, the Company and its Subsidiaries have no liabilities that are material to the Company and its Subsidiaries, taken as a whole, and there is no existing condition or set of circumstances that could reasonably be expected to result in any such liability.

SEC Filings; Financial Statements. (a) Since September 29All of AMMA’s registration statements, 2012proxy statements, Certifications (as defined below) and other statements, reports, schedules, forms and other documents filed by AMMA with the Company has SEC since AMMA’s initial public offering (the “AMMA SEC Documents”) can be obtained on the SEC’s website at wxx.xxx.xxx. All statements, reports, schedules, forms and other documents required to have been filed (or furnished) by AMMA with the SEC have been so filed on a timely basis all reports, schedules, forms, statements and other documents (including exhibits, financial statements and schedules thereto, and all other information incorporated therein and amendments and supplements thereto) required to be filed with (or furnished to) the SEC by the Company (such documents and any such additional documents filed with (or furnished to) the SEC after the date of this Agreement, the “Company SEC Documents”)within permissible extension periods. As of its filing the time it was filed with the SEC (or furnishing) date or, if amended or superseded by a filing prior to the date of this Agreement, as of then on the date of the last such amendmentfiling), each Company of the AMMA SEC Document complied, or if filed (or furnished) subsequent to the date of this Agreement, will comply, as to form Documents complied in all material respects with the applicable requirements of the Securities Act or the Exchange Act, Act (as the case may be, and the rules and regulations of the SEC promulgated thereunder applicable to such Company SEC Document. As of its filing (or furnishing) date or, if amended prior to the date of this Agreementand, as of the date time they were filed, none of the last such amendment, no Company AMMA SEC Document Documents 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 the light of the circumstances under which they were made, not misleading. Since AMMA’s inception, the certifications and no Company SEC Document filed with statements required by (A) Rule 13a-14 or furnished to) the SEC pursuant to 15d-14 promulgated under the Exchange Act subsequent and (B) 18 U.S.C. Section 1350 (Section 906 of the Sxxxxxxx-Xxxxx Act) relating to the AMMA SEC Documents (collectively, the “Certifications”) were accurate and complete and complied as to form and content with all applicable Legal Requirements as of the date they were filed and no current or former principal executive officer or principal financial officer of AMMA has failed to make the Certifications required of him or her. As used in this Article 3, 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. AMMA has made available to SCWorx true and complete copies of all correspondence, other than transmittal correspondence, between the SEC, on the one hand, and AMMA, on the other, since AMMA’s inception, including all SEC comment letter and responses to such comment letters and responses to such comment letters by or on behalf of AMMA other than such documents that can be obtained on the SEC’s website at wxx.xxx.xxx. As of the date of this Agreement will contain Agreement, there are no outstanding or unresolved comments in comment letters received from the SEC or NASDAQ with respect to AMMA SEC Documents. To the Knowledge of AMMA, none of AMMA SEC Documents are the subject of ongoing SEC review and there are no inquiries or investigations by the SEC or any untrue statement internal investigations pending or threatened, including with regards to any accounting practices of a material fact or omit 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 misleadingAMMA.

SEC Filings; Financial Statements. (a) Since September 29Parent has timely filed and furnished with the SEC all forms, 2012reports, the Company has filed (or furnished) on a timely basis all reportscertifications, prospectuses, proxy statements, schedules, statements, and other documents required to be filed by it since October 1, 2019 under the Securities Act, the Exchange Act, and all other federal securities laws. All forms, statements reports, certifications, prospectuses, proxy statements, schedules, statements, and other documents (including exhibits, financial statements and schedules thereto, and all other information incorporated therein and amendments and supplements thereto) required to be filed with (or furnished to) on a voluntary basis on Form 8-K by Parent with the SEC by the Company (since such documents and any such additional documents filed with (or furnished to) the SEC after the date of this Agreement, are herein collectively referred to as the “Company SEC Documents”). As of its filing (or furnishing) date orFilings.” The SEC Filings, if amended prior to at the date of this Agreementtime filed, as of the date of the last such amendment, each Company SEC Document complied, or if filed (or furnished) subsequent to the date of this Agreement, will comply, complied as to form in all material respects with the applicable requirements of the Securities Act or the Exchange Act, as the case may be, and the rules and regulations federal securities laws. None of the SEC promulgated thereunder applicable to such Company SEC Document. As of its filing (Filings, including any financial statements or furnishing) date orschedules included therein, if amended prior to at the date of this Agreementtime filed, as of the date of the last such amendment, no Company SEC Document contained any untrue statement of a material fact or omitted to state a any material fact required to be stated therein or necessary in order to make the statements contained therein, in light of the circumstances under which they were made, not misleading, and no Company SEC Document filed with (or furnished to) . All Parent Material Contracts have been included in the SEC Filings, except for those contracts not required to be filed pursuant to the Exchange Act subsequent rules and regulations of the SEC. The consolidated financial statements (including all related notes and schedules) of Parent included in (a) Parent's annual report on Form 10-K filed December 22, 2020, for the fiscal year ended September 30, 2020 (including the notes thereto), and (b) Parent's quarterly report on Form 10-Q for the period ended December 31, 2020 (collectively, the “Parent Financial Statements”), fairly present in all material respects the consolidated financial position of Parent and its consolidated subsidiaries as at the respective dates thereof and their consolidated results of operations and consolidated cash flows for the respective periods then ended (subject, in the case of unaudited statements, to normal year-end audit adjustments, to the date absence of this Agreement will contain notes and to any untrue statement other adjustments described therein, including any notes thereto) in conformity with GAAP (except, in the case of the unaudited statements, as permitted by Form 10-Q or other rules and regulations of the SEC) applied on a material fact or omit to state a material fact required to consistent basis during the periods involved (except as may be stated indicated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleadingnotes thereto).

SEC Filings; Financial Statements. (a) Since September 29, 2012, the The Company has filed delivered or Made Available (or furnishedmade available on the SEC website) on a timely basis to Parent accurate and complete copies of all registration statements, proxy statements, Company Certifications (as defined below) and other statements, reports, schedules, forms, statements forms and other documents (including exhibits, financial statements and schedules thereto, and all other information incorporated therein and amendments and supplements thereto) required to be filed with (or furnished to) the SEC by the Company (such documents and any such additional documents filed with (or furnished to) the SEC after the date of this Agreementsince January 1, 2010, including all amendments thereto (collectively, the “Company SEC Documents”). Since January 1, 2010, all statements, reports, schedules, forms and other documents required to have been filed by the Company or its officers with the SEC 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 its filing the time it was filed with the SEC (or furnishing) date or, if amended or superseded by a filing prior to the date of this Agreement, as of then on the date of such filing): (i) each of the last such amendment, each Company SEC Document complied, or if filed (or furnished) subsequent to the date of this Agreement, will comply, Documents complied as to form in all material respects with the applicable requirements of the Securities Act or the Exchange Act, Act (as the case may be, ); and the rules and regulations (ii) none of the SEC promulgated thereunder applicable to such Company SEC Document. As of its filing (or furnishing) date or, if amended prior to the date of this Agreement, as of the date of the last such amendment, no Company SEC Document Documents 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 the light of the circumstances under which they were made, not misleading, and no except to the extent corrected: (A) in the case of Company SEC Document Documents filed with (or furnished to) the SEC pursuant to the Exchange Act subsequent on or prior to the date of this Agreement will contain any untrue statement that were amended or superseded on or prior to the date of a material fact this Agreement, by the filing or omit to state a material fact required to be stated therein or necessary in order to make the statements therein, in light furnishing of the circumstances applicable amending or superseding Company SEC Document; and (B) in the case of Company SEC Documents filed or furnished after the date of this Agreement that are amended or superseded prior to the 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: (A) Rule 13a-14 or Rule 15d-14 under the Exchange Act; (B) 18 U.S.C. §1350 (Section 906 of the Xxxxxxxx-Xxxxx Act); or (C) 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. As used in this Section 2.4, the term “file” and variations thereof shall be broadly construed to include any manner in which they were madea document or information is filed, not misleadingfurnished, submitted, supplied or otherwise made available to the SEC or any member of its staff.

SEC Filings; Financial Statements. (a) Since September 29, 2012, the Company Buyer has filed (or furnished) on a timely basis furnished all registration statements, reports, schedules, forms, statements schedules and other documents (including exhibits, financial statements and schedules thereto, and all other information incorporated therein and amendments and supplements thereto) required to be filed with (or furnished to) by it or any of its Subsidiaries with the SEC by the Company since December 31, 2003 (such documents and collectively, including any such additional documents filed with (or furnished to) the SEC after the date of this Agreementamendments thereto, the “Company Buyer SEC DocumentsReports”). As of its their respective filing dates (or furnishing) date or, if amended prior to the date of this Agreementamended, as of the date of the last such amendment), each Company Buyer SEC Document compliedReports were prepared in accordance with, or if filed (or furnished) subsequent to the date of this Agreement, will comply, as to form and complied in all material respects with with, the requirements of the Exchange Act and the Securities Act or the Exchange Act, as the case may be, and the rules and regulations of the SEC promulgated thereunder applicable to such Company thereunder, and none of Buyer SEC Document. As of its filing (or furnishing) date or, if amended prior to the date of this Agreement, as of the date of the last such amendment, no Company SEC Document Reports 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 made therein, in light of the circumstances under which they were made, not misleading, and no Company SEC Document filed with (or furnished to) the SEC pursuant except to the Exchange Act subsequent extent corrected by a Buyer SEC Report filed subsequently (but prior to the date hereof). Buyer has made available to the Company complete and correct copies of all amendments and modifications effected prior to the date of this Agreement will contain any untrue statement of a material fact or omit to state a material fact that have not yet been filed by Buyer with the SEC but which are required to be stated therein filed. Buyer has made available to the Company true, correct and complete copies of all correspondence between the SEC, on the one hand, and Buyer and any of its Subsidiaries, on the other, since December 31, 2003, including all SEC comment letters and responses to such comment letters by or necessary on behalf of Buyer. To the knowledge of Buyer, as of the date hereof, none of Buyer SEC Reports is the subject of ongoing SEC review or outstanding SEC comment. Each of the financial statements (including the related notes and schedules) of Buyer included in, or incorporated by reference into, Buyer SEC Reports (the “Buyer Financials”) complies in order to make all material respects with applicable accounting requirements and the statements thereinpublished rules and regulations of the SEC with respect thereto, were prepared in accordance with GAAP (except, in light the case of unaudited financial statements, as permitted by applicable rules and regulations of the circumstances under which they were madeSEC) applied on a consistent basis during the periods involved (except as may be indicated in the notes thereto) and fairly present in all material respects the consolidated financial position of Buyer and its consolidated Subsidiaries as of the dates thereof and their consolidated results of operations for the periods then ended (subject, in the case of unaudited financial statements, to normal year-end audit adjustments and the absence of footnotes). Buyer has no current intention to correct or restate, and to the knowledge of Buyer, there is not misleadingany basis to correct or restate any of Buyer Financials. Buyer has not had any disagreements with any of its auditors regarding material accounting matters or policies during any of its past three full fiscal years or during the current fiscal year-to-date.

SEC Filings; Financial Statements. (a) Since September 29All forms, 2012, the Company has filed (or furnished) on a timely basis all documents and reports, schedules, forms, statements and other documents (including together with all exhibits, financial statements and schedules theretofiled or furnished therewith, and all other information information, documents and agreements incorporated therein and amendments and supplements thereto) in any such form, document or report (but not including any document incorporated by reference into an exhibit), excluding the Joint Proxy Statement/Prospectus, required to be have been filed with (or furnished toto the United States Securities and Exchange Commission (the “SEC”) the SEC by the Company (or any of the Company Subsidiaries since January 1, 2024 have been timely filed or furnished, as the case may be. All such forms, documents and reports, including any such additional documents filed with audited or unaudited financial statements and any notes thereto or schedules included therein (or furnished to) including those that the SEC Company may file after the date of this AgreementAgreement and prior to the Closing Date), are referred to herein as the “Required Company SEC Documents,” and such Required Company SEC Documents, with any voluntarily filed forms, documents, reports or other document filed by the Company with the SEC on or since January 1, 2024 (excluding, in each case, information explicitly deemed “furnished” rather than “filed”), are referred to herein as the “Company SEC Documents”). .” As of its filing their respective dates (or furnishing) date or, if amended amended, supplemented or superseded by a filing prior to the date of this Agreement, as of then on the date of the last such amendment, supplement or superseding filing): (i) each of the Required Company SEC Document complied, or if filed (or furnished) subsequent to the date of this Agreement, will comply, as to form Documents complied in all material respects with the applicable requirements of the Securities Act or the Exchange Act, Act (as the case may be), and the rules requirements of Xxxxxxxx-Xxxxx Act of 2002 (“SOX”) and regulations (ii) none of the SEC promulgated thereunder applicable to such Company SEC Document. As Documents (A) in the case of its filing (or furnishing) date orany registration statement, if amended prior to the date of this Agreement, as of the date of the last such amendment, no Company SEC Document 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, and no Company SEC Document filed with (or furnished to) the SEC pursuant to the Exchange Act subsequent to the date of this Agreement will contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading or (B) in the case of Company SEC Documents other than registration statements, included any untrue statement of a material fact or omitted to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading.

SEC Filings; Financial Statements. (a) Since September 29, 2012, the The Company has timely filed (or furnishedsubject to 12b-25 filings with respect to certain periodic filings) on a timely basis all reports, schedules, forms, statements and other documents required to be filed by it with the SEC pursuant to the reporting requirements of the Exchange Act (including exhibits, as hereinafter defined) (all of the foregoing and all other documents filed with the SEC prior to the date hereof and all exhibits included therein and financial statements and schedules theretothereto and documents incorporated by reference therein, and all other information incorporated therein and amendments and supplements thereto) required being hereinafter referred to be filed with (or furnished to) the SEC by the Company (such documents and any such additional documents filed with (or furnished to) the SEC after the date of this Agreement, herein as the “Company SEC DocumentsFilings”). The SEC Filings are available to the Buyers via the SEC’s XXXXX system. As of its filing (or furnishing) date ortheir respective dates, if amended prior to the date of this Agreement, as of the date of the last such amendment, each Company SEC Document complied, or if filed (or furnished) subsequent to the date of this Agreement, will comply, as to form Filings complied in all material respects with the requirements of the Securities Exchange Act or the Exchange Act, as the case may be, and the rules and regulations of the SEC promulgated thereunder applicable to such Company SEC Document. As of its filing (or furnishing) date orthereunder, if amended prior to the date of this Agreement, as and none of the date of SEC Filings, at the last such amendmenttime they were filed with the SEC, no Company SEC Document 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. As of their respective dates, the financial statements of the Company included in the Company’s SEC Filings with the SEC (the “Financial Statements”) for the year ended November 30, 2007 and the period from May 3, 2006 (date of inception) to November 30, 2006 and any subsequent interim period complied as to form in all material respects with applicable accounting requirements and the published rules and regulations of the SEC with respect thereto. Such financial statements have been prepared in accordance with generally accepted accounting principles, consistently applied, during the periods involved (except (i) as may be otherwise indicated in such Financial Statements or the notes thereto, or (ii) in the case of unaudited interim statements, to the extent they may exclude footnotes or may be condensed or summary statements), and no fairly present in all material respects the financial position of the Company SEC Document filed with as of the dates thereof and the results of its operations and cash flows for the periods then ended (subject, in the case of unaudited statements, to normal year-end audit adjustments). No other information provided by or furnished to) on behalf of the SEC pursuant Company to the Exchange Act subsequent Buyer including, without limitation, information referred to the date of in this Agreement will contain Agreement, contains any untrue statement of a material fact or omit omits to state a any material fact required to be stated therein or necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading.

SEC Filings; Financial Statements. (a) Since September 29, 2012, the The Company has filed (or furnished) on a timely basis Made Available to Parent accurate and complete copies of all registration statements, proxy statements and other statements, reports, schedules, forms, statements forms and other documents (including exhibits, financial statements and schedules theretofiled by the Company with, and all other information incorporated therein and amendments and supplements theretoCompany Certifications (as defined below) required to be filed with (or furnished to) the SEC by the Company (such documents and any such additional documents filed with (or furnished to) , the SEC after the date of this Agreementsince January 1, 2007, including all amendments thereto (collectively, the “Company SEC Documents”). Since January 1, 2007, all statements, reports, schedules, forms and other documents required to have been filed or furnished by the Company with or to the SEC have been so filed or furnished on a timely basis. None of the Company’s Subsidiaries is required to file or furnish any documents with or to the SEC. As of its filing the time it was filed with or furnished to the SEC (or furnishing) date or, if amended prior to the date of this Agreement, as of the date of the last such amendment, ): (i) each of the Company SEC Document complied, or if filed (or furnished) subsequent to the date of this Agreement, will comply, Documents complied as to form in all material respects with the applicable requirements of the Securities Act or and the Exchange Act, Act (as the case may be, ) and the any rules and regulations of the SEC promulgated thereunder applicable to such the company SEC Documents; and (ii) none of the Company SEC Document. As of its filing (or furnishing) date or, if amended prior to the date of this Agreement, as of the date of the last such amendment, no Company SEC Document Documents 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 the light of the circumstances under which they were made, not misleading, . Each of the certifications and no statements relating to the Company SEC Document filed with Documents required by: (A) Rule 13a-14 or furnished to) the SEC pursuant to 15d-15 of the Exchange Act subsequent or (B) Section 302 or 906 of the Xxxxxxxx-Xxxxx Act) (collectively, the “Company Certifications”) is accurate and complete. Except as set forth in Part 2.4(a) of the Company Disclosure Schedule, neither the Company nor, to the date of this Agreement will 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 therein, in light knowledge of the circumstances under which they were madeCompany, not misleadingany of its executive officers has received written notice from any Governmental Body challenging or questioning the accuracy, completeness, form or manner of filing of any Company Certifications.

SEC Filings; Financial Statements. (a) Since September 29, 2012, the The Company has filed Made Available (or furnishedmade available on the SEC website) on a timely basis to Parent accurate and complete copies of all registration statements, proxy statements, Company Certifications and other statements, reports, schedules, forms, statements forms and other documents (including exhibits, financial statements and schedules thereto, and all other information incorporated therein and amendments and supplements thereto) required to be filed with (or furnished to) the SEC by the Company (such documents and any such additional documents filed with (or furnished to) the SEC after between December 31, 2019 and, solely for purposes of this sentence, the date of this AgreementAgreement (and for all other purposes under this Agreement since December 31, 2019), including all amendments thereto since December 31, 2019 (collectively, the “Company SEC Documents”). All statements, reports, schedules, forms and other documents required to have been filed by the Company with the SEC since December 31, 2019 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 its filing the time it was filed with the SEC (or furnishing) date or, if amended or superseded by a filing prior to the date of this Agreement, as of then on the date of such filing): (i) each of the last such amendment, each Company SEC Document complied, or if filed (or furnished) subsequent to the date of this Agreement, will comply, Documents complied as to form in all material respects with the applicable requirements of the Securities Act or the Exchange Act, Act (as the case may be, ); and the rules and regulations (ii) none of the SEC promulgated thereunder applicable to such Company SEC Document. As of its filing (or furnishing) date or, if amended prior to the date of this Agreement, as of the date of the last such amendment, no Company SEC Document Documents contained any untrue statement of a material fact or omitted to state a material fact required to be stated or incorporated by reference therein or necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading, and no except to the extent corrected: (A) in the case of Company SEC Document Documents filed with (or furnished to) the SEC pursuant to the Exchange Act subsequent on or prior to the date of this Agreement will contain any untrue statement that were amended or superseded on or prior to the date of a material fact this Agreement, by filing or omit to state a material fact required to be stated therein or necessary in order to make the statements therein, in light furnishing of the circumstances applicable amending or superseding Company SEC Document; and (B) in the case of Company SEC Documents filed or furnished after the date of this Agreement that are amended or superseded prior to the Effective Time, by the filing or furnishing of the applicable amending or superseding Company SEC Document. Each of the certifications and statements relating to the Company SEC Documents required by: (A) Rule 13a-14 or Rule 15d-14 under the Exchange Act; (B) 18 U.S.C. §1350 (Section 906 of the Xxxxxxxx-Xxxxx Act); or (C) any other rule or regulation promulgated by the SEC or applicable to the Company SEC Documents (collectively, the “Company Certifications”) is accurate and complete in all material respects, and complies as to form in all material respects with all applicable Legal Requirements. As used in the introduction to this Section 2 and 2.4, the term “file” and variations thereof shall be broadly construed to include any manner in which they were madea document or information is filed, not misleadingfurnished, submitted, supplied or otherwise made available to the SEC or any member of its staff.

SEC Filings; Financial Statements. (a) Since September 29, 2012, the The Company has filed (or furnished) , as applicable, on a timely basis all reports, schedules, forms, statements statements, certifications, reports and other documents (including exhibits, financial statements and schedules thereto, and all other information incorporated therein and amendments and supplements thereto) required to be filed with (or furnished to) by it with the SEC by under the Company Exchange Act or the Securities Act since January 1, 2015 (such documents the forms, statements, reports and any such additional documents filed with (or furnished to) the SEC after since January 1, 2015 and those filed or furnished subsequent to the date of this Agreementhereof, including any amendments thereto, the “Company SEC DocumentsReports”). As Each of the Company SEC Reports, at the time of its filing or being furnished complied in all material respects with the applicable requirements of the Securities Act, the Exchange Act and the Sxxxxxxx-Xxxxx Act, and any rules and regulations promulgated thereunder applicable to the Company SEC Reports, or, if not yet filed or furnished, will to the Knowledge of the Company comply in all material respects with the applicable requirements of the Securities Act, the Exchange Act and the Sxxxxxxx-Xxxxx Act, and any rules and regulations promulgated thereunder applicable to the Company SEC Reports. As of their respective dates (or furnishing) date or, if amended prior to the date of this Agreementhereof, as of the date of the last such amendment), each the Company SEC Document complied, or if filed (or furnished) subsequent to the date of this Agreement, will comply, as to form in all material respects with the requirements of the Securities Act or the Exchange Act, as the case may be, and the rules and regulations of the SEC promulgated thereunder applicable to such Company SEC Document. As of its filing (or furnishing) date or, if amended prior to the date of this Agreement, as of the date of the last such amendment, no Company SEC Document 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, Reports did not misleading, and no Company SEC Document filed with (or furnished to) the SEC pursuant to the Exchange Act subsequent to the date of this Agreement will 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 in which they were made, not misleading, and any the Company SEC Reports filed or furnished with the SEC subsequent to the date hereof will not to the Company’s knowledge, contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements made therein, in light of the circumstances in which they were made, not misleading.

SEC Filings; Financial Statements. (a) Since September 29, 2012, Each of Seller and the Company has filed (or furnished) on a timely basis all reports, schedules, forms, statements and other documents (including exhibits, financial statements and schedules thereto, and all other information incorporated therein and amendments and supplements thereto) required to be filed with by Seller and the Company under the Securities Act and the Exchange Act, including pursuant to Section 13(a) or 15(d) thereof, for the 24 months preceding the date hereof (or furnished to) the SEC such shorter period as such party was required by law or regulation to file such material, as applicable); provided that no representations or warranties are being made with respect to Seller’s subsidiaries other than the Company (such documents and any such additional documents filed with (or furnished to) the SEC after the date Company’s consolidated subsidiaries. As of this Agreementtheir respective dates, the “Company Seller SEC Documents”Filings (solely as they relate to the Company). As of its filing (or furnishing) date ortheir respective dates, if amended prior to the date of this Agreement, as of the date of the last such amendment, each Company Seller SEC Document complied, or if filed (or furnished) subsequent to the date of this Agreement, will comply, as to form Filings complied in all material respects with the requirements of the Securities Act or and the Exchange Act, as the case may beapplicable, and the rules and regulations none of the Seller SEC promulgated thereunder applicable to such Company SEC Document. As of its filing (or furnishing) date orFilings, if amended prior to the date of this Agreementwhen filed, as of the date of the last such amendment, no Company SEC Document 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 the light of the circumstances under which they were made, not misleading. The financial statements of the Company included in the Agora Registration Statement (the “Company Financial Statements”) comply in all material respects with applicable accounting requirements and the rules and regulations of the SEC with respect thereto as in effect at the time of filing, except as set forth in Section 3.06 of the Disclosure Schedules. Such Company Financial Statements have been prepared in accordance with United States generally accepted accounting principles applied on a consistent basis during the periods involved (“GAAP”), except as may be otherwise specified in such financial statements or the notes thereto, except as set forth in Section 3.06 of the Disclosure Schedules, and no except that unaudited financial statements may not contain all footnotes required by GAAP, and fairly present in all respects the financial position of the Company SEC Document filed with (or furnished to) and its consolidated subsidiaries as of and for the SEC pursuant dates thereof and the results of operations and cash flows for the periods then ended, subject, in the case of unaudited statements, to normal, immaterial, year-end audit adjustments. The Company Financial Statements do not reflect any transactions which are not bona fide transactions. In addition, the balance sheet of the Company as of March 31, 2022 has been made available to the Exchange Act subsequent to Buyer and the date of this Agreement will contain any untrue statement of a material fact or omit thereof is referred to state a material fact required to be stated therein or necessary in order to make herein as the statements therein, in light of the circumstances under which they were made, not misleading“Balance Sheet Date”.

SEC Filings; Financial Statements. (a) Since September 29, 2012, the 2.7.1 Company has made available to Parent a correct and complete copy of each report, schedule, registration statement and definitive proxy statement filed by Company with the Securities and Exchange Commission (or furnished"SEC") on a timely basis since January 1, 1996 (the "Company SEC Reports"), which are all reports, schedules, the forms, statements reports and other documents (including exhibits, financial statements and schedules thereto, and all other information incorporated therein and amendments and supplements thereto) required to be filed by Company with (or furnished to) the SEC by the Company (such documents and any such additional documents filed with (or furnished to) the SEC after the date of this Agreementsince January 1, the “1996. The Company SEC Documents”). As of its filing Reports (or furnishingA) date or, if amended prior to the date of this Agreement, as of the date of the last such amendment, each Company SEC Document complied, or if filed (or furnished) subsequent to the date of this Agreement, will comply, as to form were prepared in all material respects accordance with the requirements of the Securities Act or the Exchange Act, as the case may be, and (B) did not at the rules and regulations of the SEC promulgated thereunder applicable to such Company SEC Document. As of its filing time they were filed (or furnishing) date or, if amended or superseded by a filing prior to the date of this Agreement, as of Agreement then on the date of the last such amendment, no Company SEC Document 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, and no Company SEC Document filed with (or furnished tofiling) the SEC pursuant to the Exchange Act subsequent to the date of this Agreement will 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 therein, in light of the circumstances under which they were made, not misleading.. None of Company's subsidiaries is required to file any reports or other documents with the SEC. 2.7.2 Each set of consolidated financial statements (including, in each case, any related notes thereto) contained in the Company SEC Reports was prepared in accordance with generally accepted accounting principles ("GAAP") (including, without limitation, in accordance with the revenue recognition principles thereof) applied on a consistent basis throughout the periods involved (except as may be indicated in the notes thereto or, in the case of unaudited statements, do not contain footnotes as permitted by Form 10-Q of the Exchange Act) and each fairly presents the consolidated financial position of 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 were or are subject to normal adjustments which were not or are not expected to be material in amount. 2.7.3 Company has previously furnished to Parent a complete and correct copy of any amendments or modifications, which have not yet been filed with the SEC but which are required to be filed, to agreements, documents or other instruments which previously had been filed by Company with the SEC pursuant to the Securities Act or the Exchange Act. 2.8

SEC Filings; Financial Statements. (a) Since September 29Beneficiary has made available to Contributors, 2012or the Electronic Data Gathering, Analysis and Retrieval (XXXXX) database of the Company has filed (or furnished) on SEC contains in a timely basis publicly available format, accurate and complete copies of all registration statements, definitive proxy statements and other statements, reports, schedules, forms, statements forms and other documents (including exhibits, financial statements and schedules thereto, and all other information incorporated therein and amendments and or supplements thereto excluding exhibits thereto) required to be filed with (or furnished to) by Beneficiary with the SEC by the Company (such documents and any such additional documents filed with (or furnished to) the SEC after the date of this Agreement, the “Company Beneficiary SEC Documents”). All statements, reports, schedules, forms and other documents required to have been filed or furnished by Beneficiary with the SEC have been so filed or furnished. As of its filing the time it was filed with or furnished to the SEC (or furnishing) date or, if amended amended, supplemented or superseded by a filing prior to the date of this Agreement, as of then on the date of such filing): (i) each of the last such amendment, each Company Beneficiary SEC Document complied, or if filed (or furnished) subsequent to the date of this Agreement, will comply, as to form Documents complied in all material respects with the applicable requirements of the Securities Act or the Securities Exchange Act of 1934, as amended (the “Exchange Act, ”) (as the case may be, ); and the rules and regulations (ii) none of the Beneficiary SEC promulgated thereunder applicable to such Company SEC Document. As of its filing (or furnishing) date or, if amended prior to the date of this Agreement, as of the date of the last such amendment, no Company SEC Document Documents 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 the light of the circumstances under which they were made, not misleading. Each of the certifications and statements relating to the Beneficiary SEC Documents required by: (1) Rule 13a-14 or 15d-14 under the Exchange Act; or (2) 18 U.S.C. § 1350 (Section 906 of the Xxxxxxxx-Xxxxx Act of 2002) (collectively, the “Beneficiary Certifications”) was accurate and complete, and no Company SEC Document complied as to form and content with all applicable legal requirements in effect at the time such Beneficiary Certification was filed with (or furnished to) the SEC pursuant to the Exchange Act subsequent to the date of this Agreement will 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 therein, in light of the circumstances under which they were made, not misleadingSEC.

SEC Filings; Financial Statements. (ai) Since September 29, 2012, the Company Parent and each of its subsidiaries has filed (or furnished) on a timely basis all forms, reports, schedules, forms, statements and other documents (including exhibits, financial statements and schedules thereto, and all other information incorporated therein and amendments and supplements thereto) required to be filed with (or furnished to) the SEC by since January 1, 1993, pursuant to Sections 12(b), 12(g), 13, 14 or 15(d) of the Company Exchange Act (such documents and any such additional documents filed with (or furnished to) the SEC after the date of this Agreementcollectively, the “Company "Parent SEC Documents”Reports"). As of its filing (or furnishing) date or, if amended prior to the date of this Agreement, as of the date of the last such amendment, each Company SEC Document complied, or if filed (or furnished) subsequent to the date of this Agreement, will comply, as to form which complied in all material respects respect with the applicable requirements of the Securities Exchange Act or the Exchange Act, as the case may be, and the rules and regulations of the SEC promulgated thereunder applicable to such Company SEC Documentthereunder, as in effect on the date so filed. As of its filing (or furnishing) date or, if amended prior Parent has delivered to the date Company, in the form filed with the SEC (including any amendments thereto) copies of this Agreement, as (A) its Annual Report on Form 10-K for each of the date three fiscal years ended December 31, 1993, 1994 and 1995, and the Quarterly Report on Form 10-Q for the quarters ended March 31, June 30, and September 30, 1996; (B) all definitive proxy statements relating to Parent's meetings of stockholders (whether annual or special) held since January 1, 1993; and (C) all other Parent SEC Reports or registration statements filed by Parent with the last SEC since January 1, 1993. None of such amendmentforms, no Company reports or documents (including any financial statements or schedules included or incorporated by reference therein) filed by Parent contained, when filed (in the case of documents filed pursuant to the Exchange Act) or when declared effective by the SEC Document contained (in the case of registration statements filed under the Securities Act), 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 the light of the circumstances under which they were made, not misleading. (ii) Each of the audited and unaudited consolidated financial statements of Parent (including, in each case, any related notes thereto) included in the Parent SEC Reports complied as to form when filed in all material respects with the rules and no Company SEC Document filed with (or furnished to) regulations of the SEC pursuant with respect thereto, has been prepared in accordance with U.S. generally accepted accounting principles applied on a consistent basis throughout the periods involved (except as may be indicated in the notes thereto) and fairly presents the consolidated financial position of Parent and its subsidiaries at the respective dates thereof and the consolidated results of its operations and changes in cash flows for the periods indicated (subject in the case of unaudited statements, to the Exchange Act subsequent to the date of this Agreement will 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 therein, in light of the circumstances under which they were made, not misleading.normal year-end audit adjustments). A-14

SEC Filings; Financial Statements. (a) Since September 29, 2012, the The Company has filed delivered or Made Available (or furnishedmade available on the SEC website) on a timely basis to Parent accurate and complete copies of all registration statements, proxy statements, Company Certifications and other statements, reports, schedules, forms, statements forms and other documents (including exhibits, financial statements and schedules thereto, and all other information incorporated therein and amendments and supplements thereto) required to be filed with (or furnished to) the SEC by the Company with the SEC, including all amendments thereto, since January 1, 2011 (such documents and any such additional documents filed with (or furnished to) the SEC after the date of this Agreementcollectively, the “Company SEC Documents”). All statements, reports, schedules, forms and other documents required to have been filed by the Company or its officers with the SEC since January 1, 2011 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 its filing the time it was filed with the SEC (or furnishing) date or, if amended or superseded by a filing prior to the date of this Agreement, as of then on the date of such filing): (i) each of the last such amendment, each Company SEC Document complied, or if filed (or furnished) subsequent to the date of this Agreement, will comply, Documents complied as to form in all material respects with the applicable requirements of the Securities Act or the Exchange Act, Act (as the case may be, ); and the rules and regulations (ii) none of the SEC promulgated thereunder applicable to such Company SEC Document. As of its filing (or furnishing) date or, if amended prior to the date of this Agreement, as of the date of the last such amendment, no Company SEC Document Documents 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 the light of the circumstances under which they were made, not misleading. Each of the certifications and statements relating to the Company SEC Documents required by: (A) Rule 13a-14 or Rule 15d-14 under the Exchange Act; (B) 18 U.S.C. §1350 (Section 906 of the Xxxxxxxx-Xxxxx Act); or (C) any other rule or regulation promulgated by the SEC or applicable to the Company SEC Documents (collectively, the “Company Certifications”) is accurate and complete, and no Company SEC Document filed complies as to form in all material respects with (all applicable Legal Requirements. As used in the introduction to this Section 3 and in this Section 3.4, the term “file” and variations thereof shall be broadly construed to include any manner in which a document or furnished to) information is filed, furnished, submitted, supplied or otherwise made available to the SEC pursuant to the Exchange Act subsequent to the date or any member of this Agreement will 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 therein, in light of the circumstances under which they were made, not misleadingits staff.

SEC Filings; Financial Statements. (a) Since September 29, 2012, the Company Seagate has filed (or furnished) on a timely basis all reports, schedules, forms, statements reports and other documents (including exhibits, financial statements and schedules thereto, and all other information incorporated therein and amendments and supplements thereto) required to be filed with (or furnished to) the SEC by since July 3, 1998, and has made available (through on-line databases) to Veritas such forms, reports and documents in the Company (such documents and any such additional documents form filed with the SEC. All such required forms, reports and documents (or furnished toincluding all exhibits and schedules thereto and all documents incorporated by reference therein) are referred to herein as the "Seagate SEC after the date Reports." As of this Agreementtheir respective dates, the “Company Seagate SEC Documents”). As of its filing Reports (or furnishingi) date or, if amended prior to the date of this Agreement, as of the date of the last such amendment, each Company SEC Document complied, or if filed (or furnished) subsequent to the date of this Agreement, will comply, as to form complied in all material respects with the applicable requirements of the Securities Act or the Exchange Act, as the case may be, and the rules and regulations of the SEC promulgated thereunder applicable to thereunder, and (ii) did not at the time each such Company Seagate SEC Document. As of its filing Report was filed (or furnishing) date or, if amended or superseded by a filing prior to the date of this Agreement, as of then on the date of the last such amendment, no Company SEC Document 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, and no Company SEC Document filed with (or furnished tofiling) the SEC pursuant to the Exchange Act subsequent to the date of this Agreement will 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 therein, in the light of the circumstances under which they were made, not misleading. None of the Subsidiaries of Seagate is required to file any forms, reports or other documents with the SEC. Except to the extent revised or superseded by a subsequent filing with the SEC (a copy of which has been made available to Veritas prior to the date of this Agreement), none of the Seagate SEC Reports filed by Seagate since July 3, 1999 and prior to the date of this Agreement (collectively, the "Recent SEC Reports") contains any untrue statement of a material fact or omits to state any material fact required to be stated therein or necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading. The consolidated financial statements of Seagate included in all Seagate SEC Reports comply as to form in all material respects with applicable accounting requirements and the published rules and regulations of the SEC with respect thereto, have been prepared in accordance with GAAP (except, in the case of unaudited consolidated quarterly statements, as permitted by Form 10-Q of the SEC) applied on a consistent basis during the periods involved (except as may be indicated in the notes thereto) and fairly present the consolidated financial position of Seagate and its consolidated Subsidiaries as of the dates thereof and the consolidated financial position of Seagate and its consolidated Subsidiaries as of the dates thereof and the consolidated results of their operations and cash flows for the periods then ended (subject, in the case of unaudited quarterly statements, to normal year-end audit adjustments). Except as reflected in the most recent consolidated balance sheet of Seagate included in the Recent SEC Reports most recently filed by Seagate with the SEC prior to the date hereof (such consolidated balance sheet being referred to herein as the "Current Seagate Balance Sheet" and the date thereof being referred to herein as the "Current Balance Sheet Date"), as of the Current Balance Sheet Date, neither Seagate nor any of its Subsidiaries had, and since such date neither Seagate nor any of such Subsidiaries has incurred, any Liabilities or obligations of any nature (whether accrued, absolute, contingent or otherwise) which, individually or in the aggregate, would reasonably be expected to have a Material Adverse Effect.

SEC Filings; Financial Statements. (a) Since September 29, 2012, the The Company has filed Made Available (or furnishedmade available on the SEC website) on a timely basis to Parent accurate and complete copies of all registration statements, proxy statements, Company Certifications (as defined below) and other statements, reports, schedules, forms, statements exhibits and other documents (including exhibits, financial statements and schedules thereto, and all other information incorporated therein and amendments and supplements thereto) required to be filed with (or furnished to) the SEC by the Company with the SEC, including all amendments thereto since January 1, 2008 (such documents and any such additional documents filed with (or furnished to) the SEC after the date of this Agreementcollectively, the “Company SEC Documents”). All statements, reports, schedules, forms, exhibits and other documents required to have been filed by the Company or its officers with the SEC since January 1, 2008 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 its filing the time filed with the SEC (or furnishing) date or, if amended or superseded by a filing prior to the date of this Agreement, as of then on the date of such filing): (i) each of the last such amendment, each Company SEC Document complied, or if filed (or furnished) subsequent to the date of this Agreement, will comply, as to form Documents complied in all material respects with the applicable requirements of the Securities Act or the Exchange Act, Act (as the case may be, ); and the rules and regulations (ii) none of the SEC promulgated thereunder applicable to such Company SEC Document. As of its filing (or furnishing) date or, if amended prior to the date of this Agreement, as of the date of the last such amendment, no Company SEC Document Documents 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 the light of the circumstances under which they were made, not misleading. Each of the certifications and statements relating to the Company SEC Documents required by: (A) Rule 13a-14 or Rule 15d-14 under the Exchange Act; (B) 18 U.S.C. §1350 (Section 906 of the Xxxxxxxx-Xxxxx Act); or (C) any other rule or regulation promulgated by the SEC or applicable to the Company SEC Documents (collectively, the “Company Certifications”) is accurate and complete, and no Company SEC Document filed complies as to form and content with (all applicable Legal Requirements. As used in Section 2.4, the term “file” and variations thereof shall be broadly construed to include any manner in which a document or furnished to) information is filed, furnished, submitted, supplied or otherwise made available to the SEC pursuant to or any member of its staff in accordance with the applicable requirements of the Securities Act or the Exchange Act subsequent to (as the date of this Agreement will 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 therein, in light of the circumstances under which they were made, not misleadingcase may be).

SEC Filings; Financial Statements. (a) Since September 29, 2012, the Company Envoy has filed (or furnished) on a timely basis all various reports, schedules, forms, statements and other documents (including exhibits, financial statements and schedules thereto, and all other information incorporated therein and amendments and supplements theretowhich are publicly available) required to be filed with (or furnished to) the SEC by the Company (such documents and any such additional documents filed with (or furnished to) the SEC after the date of this Agreementpursuant to applicable Securities Laws from January 1, the “Company SEC Documents”). As of its filing (or furnishing) date or, if amended prior 1997 to the date of this AgreementAgreement (the "Envoy SEC Documents"), and the Envoy SEC Documents constitute all of the documents required to have been filed by Envoy pursuant to such Laws for such period. As of their respective dates, or if amended, as of the date of the last such amendment, each Company the Envoy SEC Document complied, or if filed (or furnished) subsequent to the date of this Agreement, will comply, as to form Documents complied in all material respects Material respects, with the requirements of the Securities 1933 Act or the Exchange 1934 Act, as the case may be, and the rules and regulations none of the Envoy SEC promulgated thereunder applicable to such Company SEC Document. As of its filing (or furnishing) date or, if amended prior to the date of this Agreement, as of the date of the last such amendment, no Company SEC Document Documents contained when filed any untrue statement of a material Material fact or omitted omitted, or will omit, to state any Material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they were made, or are to be made, not misleading. Except to the extent information contained in any Envoy SEC Document has been revised or superseded by a later filed Envoy SEC Document, none of the Envoy SEC Documents (including any and all financial statements included therein) contains any untrue statement of a Material fact or omits to state a material Material fact required to be stated therein or necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading. The consolidated financial statements of Envoy included in the Envoy SEC Documents when filed fairly presented, and no Company SEC Document filed Envoy's unaudited consolidated financial statements as of and for the twelve (12) month period ended December 31, 1999 (the "Envoy Balance Sheet Date") which are included in Section 5.5 of the Envoy Disclosure Letter (the "Envoy Financial Statements") fairly present, the consolidated financial position of Envoy and its consolidated Subsidiaries as at the respective dates thereof and the consolidated results of their operations and their consolidated cash flows for the respective periods then ended and have been prepared in conformity with GAAP (or furnished toexcept, in the case of unaudited statements, as permitted by Form 10-Q of the SEC) applied on a consistent basis during the SEC pursuant to the Exchange Act subsequent to the date of this Agreement will contain any untrue statement of a material fact or omit to state a material fact required to periods involved (except as may be stated indicated therein or necessary in order to make the statements thereinnotes thereto). Since the Envoy Balance Sheet Date, neither Envoy nor Quintiles has made any change in light the accounting practices or policies applied in the preparation of the circumstances under which they were madeits financial statements, not misleadingexcept as have been required by GAAP.

SEC Filings; Financial Statements. (a) Since September 29The Company has Made Available to Parent (to the extent not available on XXXXX) accurate and complete copies of all Company SEC Documents filed since January 1, 20122007, as well as all comment letters received by the Company has filed (from the SEC and all responses to such comment letters provided to the SEC by or furnished) on a timely basis all behalf of the Company since such date. All statements, reports, schedules, forms, statements forms and other documents (including exhibits, financial statements and schedules thereto, and all other information incorporated therein and amendments and supplements thereto) required to be have been filed with (or furnished to) the SEC by the Company or its officers with the SEC since January 1, 2007 have been so filed on a timely basis, including any certification or statement required by: (such documents and 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 Rule 15d-14 under the Exchange Act; or (iii) Section 906 of the Xxxxxxxx-Xxxxx Act with respect to any such additional documents report filed with (or furnished to) the SEC after SEC. None of the date of this Agreement, Company Subsidiaries is required to file any documents with the “Company SEC Documents”)SEC. As of its filing the time it was filed with the SEC (or furnishing) date or, if amended or superseded by a filing prior to the date of this Agreement, as of then on the date of such filing): (A) each of the last such amendment, each Company SEC Document complied, or if filed (or furnished) subsequent to the date of this Agreement, will comply, as to form Documents complied in all material respects with the applicable requirements of the Securities Act or the Exchange Act, Act (as the case may be, ); and the rules and regulations (B) none of the SEC promulgated thereunder applicable to such Company SEC Document. As of its filing (or furnishing) date or, if amended prior to the date of this Agreement, as of the date of the last such amendment, no Company SEC Document Documents 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 the light of the circumstances under which they were made, not misleading, . Each of the certifications and no Company SEC Document filed with statements required by: (1) Rule 13a-14 or furnished to) the SEC pursuant to Rule 15d-14 under the Exchange Act subsequent (and Section 302 of the Xxxxxxxx-Xxxxx 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 date of Company SEC Documents filed on or after January 1, 2007 (collectively, the “Certifications”) are accurate and complete, and comply as to form and content with all applicable Legal Requirements. As used in this Agreement will contain Agreement, the term “file” and variations thereof, when used in reference to the SEC, shall be broadly construed to include any untrue statement of manner in which a material fact document or omit information is furnished, supplied or otherwise delivered 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 misleadingSEC.

SEC Filings; Financial Statements. (a) Since September 29, 2012, the The Company has timely filed (or furnished) on a timely basis all forms, reports, schedules, forms, statements and other documents (including exhibits, financial statements and schedules thereto, and all other information incorporated therein and amendments and supplements thereto) required to be filed with (or furnished to) the SEC by the Company since July 29, 2005 (such documents and any such additional documents filed with (or furnished to) the SEC after the date of this Agreementcollectively, the “Company SEC DocumentsReports”). As of its filing (or furnishing) date or, if amended prior to the date of this Agreement, as of the date of the last such amendment, each Company SEC Document complied, or if filed (or furnished) subsequent to the date of this Agreement, will comply, as to form which has complied 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, and the rules and regulations of the SEC promulgated thereunder applicable to such the Company SEC DocumentReports, each as in effect on the date so filed. As The Company’s consolidated statements of its operations for the three fiscal years ended February 25, 2006, February 26, 2005 and February 28, 2004 and the Company’s consolidated balance sheets as of February 25, 2006 and February 26, 2005 and the related notes to all of said financial statements and the Company’s consolidated statements of operations for the six months ended August 26, 2006 and the Company’s consolidated balance sheet as of August 26, 2006 (the “August 26, 2006 Balance Sheet”) (in every case as presented in the Company SEC Reports, collectively, the “Financial Statements”), all of which have been heretofore made available to Parent, are presented accordance with U.S. generally accepted accounting principles (“GAAP”) applied on a consistent basis throughout the periods covered except as specifically referred to in such financial statements. The Company SEC Reports, including any financial statements or schedules included in the Company SEC Reports, at the time filed (and, in the case of registration statements and proxy statements, on the dates of effectiveness and the dates of mailing, respectively, and, in the case of any Company SEC Report amended or superseded by a filing (or furnishing) date or, if amended prior to the date of this Agreement, as of then on the date of the last such amendment, no Company SEC Document contained any untrue statement of a material fact amending 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, superseding filing) (i) did not misleading, and no Company SEC Document filed with (or furnished to) the SEC pursuant to the Exchange Act subsequent to the date of this Agreement will 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 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 and the Securities Act, as the case may be. The financial statements of the Company and its subsidiaries included in the Company SEC Reports (i) have been prepared from, and are in accordance with, the books and records of the Company and its subsidiaries, (ii) at the time filed (and, in the case of registration statements and proxy statements, on the dates of effectiveness and the dates of mailing, respectively, and, in the case of any Company SEC Report amended or superseded by a filing prior to the date of this Agreement, then on the date of such amending or superseding filing) complied as to form in all material respects with applicable accounting requirements and with the published rules and regulations of the SEC with respect thereto, and (iii) fairly present in all material respects (subject, in the case of unaudited statements, to normal, recurring audit adjustments) the consolidated financial position of the Company and its consolidated subsidiaries as at the dates thereof and the consolidated results of their operations and cash flows (and changes in financial position, if any) for the periods then ended. The Company has received no written or oral communication from the Company’s independent auditors identifying any significant weakness or deficiency in its internal controls. There have been no communications from its independent auditors regarding any disagreement with the Company’s accounting or financial reporting practices. There are no liabilities of the Company or any of its subsidiaries of any kind whatsoever, whether or not accrued and whether or not contingent or absolute, other than (i) liabilities disclosed in the Company’s consolidated balance sheet as of August 26, 2006, (ii) liabilities arising since August 26, 2006 under or pursuant to the terms of the Company Benefit Plans and Material Contracts in existence prior to the date hereof, (iii) liabilities incurred on behalf of the Company in connection with this Agreement and the contemplated Merger, (iv) liabilities incurred in the ordinary course of business consistent with past practice since August 26, 2006, and (v) liabilities which would not reasonably be expected to have a Company Material Adverse Effect.

SEC Filings; Financial Statements. (a) Since September 29November 11, 20122010, the Company has timely filed or otherwise furnished (or furnishedas applicable) on a timely basis all reportsregistration statements, schedulesprospectuses, forms, reports, statements and other documents (including exhibits, financial statements and schedules thereto, and all other information incorporated therein and amendments and supplements thereto) required to be filed with (or furnished to) the SEC by the Company (such documents and any such additional documents filed with (or furnished to) the SEC after the date of this Agreement, the “Company SEC Documents”). As of its filing (or furnishing) date or, if amended prior to the date of this Agreement, as of the date of the last such amendment, each Company SEC Document complied, or if filed (or furnished) subsequent to the date of this Agreement, will comply, as to form in all material respects with the requirements of 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 rules and regulations Company or any Company Subsidiary with the SEC, as have been supplemented, modified or amended since the time of filing, collectively, the SEC promulgated thereunder applicable to such “Company SEC DocumentDocuments”). As of its 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 furnishing) date orin each case, if amended prior to the date of this Agreementhereof, as of the date of the last such amendment, no the Company SEC Document 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, Documents (i) did not misleading, and no Company SEC Document filed with (or furnished to) the SEC pursuant to the Exchange Act subsequent to the date of this Agreement will 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 misleadingmisleading 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 (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 adjustments 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 (C) 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 Filings; Financial Statements. (a) Since September 29January 1, 2012, the Company has timely filed or otherwise furnished (or furnishedas applicable) on a timely basis all registration statements, prospectuses, forms, reports, definitive proxy statements, schedules, forms, statements and other documents (including exhibits, financial statements and schedules thereto, and all other information incorporated therein and amendments and supplements thereto) required to be filed with (or furnished to) the SEC by the Company (such documents and any such additional documents filed with (or furnished to) the SEC after the date of this Agreement, the “Company SEC Documents”). As of its filing (or furnishing) date or, if amended prior to the date of this Agreement, as of the date of the last such amendment, each Company SEC Document complied, or if filed (or furnished) subsequent to the date of this Agreement, will comply, as to form in all material respects with the requirements of 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 rules and regulations Company or any Company Subsidiary with the SEC, as have been supplemented, modified or amended since the time of filing, collectively, the SEC promulgated thereunder applicable to such “Company SEC DocumentDocuments”). As of its their respective filing dates the Company SEC Documents (i) did not (or furnishing) date or, if amended prior with respect to the Company SEC Documents filed or furnished after the date of this Agreement, as of the date of the last such amendment, no Company SEC Document 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, and no Company SEC Document filed with (or furnished towill not) the SEC pursuant to the Exchange Act subsequent to the date of this Agreement will 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 misleadingmisleading 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. 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 (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 or, in the case of interim financial statements, for normal and recurring year-end adjustments that are not material in amount or nature and as may be permitted by the SEC on Form 10-Q, Form 8-K or any successor or like form under the Exchange Act) and (C) 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.

SEC Filings; Financial Statements. (a) Since September 29January 1, 20122008, the Company has timely filed or otherwise furnished (or furnishedas applicable) on a timely basis all registration statements, prospectuses, forms, reports, definitive proxy statements, schedules, forms, statements and other documents (including exhibits, financial statements and schedules thereto, and all other information incorporated therein and amendments and supplements thereto) required to be filed with (or furnished to) the SEC by the Company (such documents and any such additional documents filed with (or furnished to) the SEC after the date of this Agreement, the “Company SEC Documents”). As of its filing (or furnishing) date or, if amended prior to the date of this Agreement, as of the date of the last such amendment, each Company SEC Document complied, or if filed (or furnished) subsequent to the date of this Agreement, will comply, as to form in all material respects with the requirements of it under the Securities Act or the Exchange Act, as the case may be, together with all certifications required pursuant to the Sxxxxxxx-Xxxxx Act of 2002 (the “Sxxxxxxx-Xxxxx Act”) (such documents and any other documents filed by the rules and regulations Company, any Company Subsidiary or CPS with the SEC, as have been supplemented, modified or amended since the time of filing, collectively, the SEC promulgated thereunder applicable to such “Company SEC DocumentDocuments”). As of its their respective filing dates the Company SEC Documents (i) did not (or furnishing) date or, if amended prior with respect to Company SEC Documents filed after the date of this Agreementhereof, as of the date of the last such amendment, no Company SEC Document 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, and no Company SEC Document filed with (or furnished towill not) the SEC pursuant to the Exchange Act subsequent to the date of this Agreement will 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 misleadingmisleading 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 Sxxxxxxx-Xxxxx Act and the applicable rules and regulations of the SEC thereunder. None of the Company Subsidiaries or CPS 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 (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 adjustments 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 (C) 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.

SEC Filings; Financial Statements. (a) Since September 29, 2012, the The Company has filed (or furnished) on a timely basis all reports, schedules, forms, statements reports and other documents (including exhibits, financial statements and schedules thereto, and all other information incorporated therein and amendments and supplements thereto) required to be filed by it with (or furnished to) the SEC since February 3, 1996, and has heretofore delivered or made available to Parent, in the form filed with the SEC, (i) its Annual Reports on Form 10-K for the fiscal years ended February 3, 1996, February 1, 1997, and January 31, 1998, respectively, (ii) its Quarterly Report on Form 10-Q for the period ended August 1, 1998, (iii) all proxy statements relating to the Company's meetings of stockholders (whether annual or special) held since February 3, 1996, and (iv) all other forms, reports and other registration statements (other than Quarterly Reports on Form 10-Q not referred to in clause (ii) above) filed by the Company (such documents and any such additional documents filed with (or furnished to) the SEC after since February 3, 1996 (the date of this Agreementforms, reports and other documents referred to in clauses (i), (ii), (iii) and (iv) above being referred to herein, collectively, as the “Company "SEC Documents”Reports"). As The SEC Reports (i) were prepared in accordance with the requirements of its filing (or furnishing) date or, if amended prior to the date Securities Act of this Agreement1933, as of amended (the date of "Securities Act"), and the last such amendmentExchange Act, each Company SEC Document compliedas the case may be, or if and the rules and regulations promulgated thereunder and, at the time they were filed (or furnishedat the effective date thereof with respect to registration statements under the Securities Act) subsequent to the date of this Agreement, will comply, as to form complied in all material respects with the requirements of the Securities Act Act, or the Exchange Act, as the case may be, and the rules and regulations of the SEC promulgated thereunder applicable to such Company SEC Document. As of its filing Reports, and (ii) did not, at the time they were filed (or furnishing) at the effective date orthereof with respect to registration statements under the Securities Act), if amended prior to the date of this Agreement, as of the date of the last such amendment, no Company SEC Document 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, and no Company SEC Document filed with (or furnished to) the SEC pursuant to the Exchange Act subsequent to the date of this Agreement will 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. No Subsidiary is required to file any form, report or other document with the SEC.

SEC Filings; Financial Statements. (a) Since September 29November 30, 20122010, the Company has timely filed or otherwise furnished (or furnishedas applicable) on a timely basis all registration statements, prospectuses, forms, reports, schedules, formscertifications, statements and other documents (including exhibits, financial statements and schedules thereto, and all other information incorporated therein and amendments and supplements thereto) required to be filed with (or furnished to) by it under the SEC by Securities Act or the Company (such documents and any such additional documents filed with (or furnished to) Exchange Act prior to the SEC date hereof, and, after the date of this AgreementAgreement and until the Effective Time, the Company will file all registration statements, prospectuses, forms, reports, certifications, statements and other documents with the SEC that are required to be filed by it under the Securities Act or the Exchange Act prior to such time, as the case may be, together with all certifications required pursuant to the Xxxxxxxx-Xxxxx Act of 2002 (the “Xxxxxxxx-Xxxxx Act”) (all such forms, reports and documents, together with any other forms, reports or other documents filed or furnished (as applicable) by the Company with the SEC at or prior to the Effective Time that are not required to be so filed or furnished, and as the same have been supplemented, modified or amended since the time of filing prior to the date hereof, collectively, the “Company SEC Documents”). As of its 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 furnishing) date orin each case, if amended prior to the date of this Agreementamended, as of the date of the last such amendment, each the Company SEC Document complied, or if filed Documents (i) did not (or furnished) subsequent with respect to Company SEC Documents filed after the date of this Agreementhereof, will comply, as to form in all material respects with the requirements of the Securities Act or the Exchange Act, as the case may be, and the rules and regulations of the SEC promulgated thereunder applicable to such Company SEC Document. As of its filing (or furnishingnot) date or, if amended prior to the date of this Agreement, as of the date of the last such amendment, no Company SEC Document 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, and no Company SEC Document filed with (or furnished to) the SEC pursuant to the Exchange Act subsequent to the date of this Agreement will 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 misleadingmisleading and (ii) complied (or with respect to Company SEC Documents filed 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, the applicable requirements of 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 Company Subsidiaries that have been or will be, as the case may be, included in the Company SEC Documents, including the related notes and schedules (collectively, the “Company Financial Statements”) (A) 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 adjustments) and (B) fairly present in all material respects or will present in all material respects, as the case may be, the consolidated financial position and the consolidated results of operations, cash flows and changes in shareholders’ 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 Filings; Financial Statements. (a) Since September 29, 2012, the Company Seagate has filed (or furnished) on a timely basis all reports, schedules, forms, statements reports and other documents (including exhibits, financial statements and schedules thereto, and all other information incorporated therein and amendments and supplements thereto) required to be filed with (or furnished to) the SEC by since July 3, 1998, and has made available (through on-line databases) to Veritas such forms, reports and documents in the Company (such documents and any such additional documents form filed with the SEC. All such required forms, reports and documents (or furnished toincluding all exhibits and schedules thereto and all documents incorporated by reference therein) are referred to herein as the "SEAGATE SEC after the date REPORTS." As of this Agreementtheir respective dates, the “Company Seagate SEC Documents”). As of its filing Reports (or furnishingi) date or, if amended prior to the date of this Agreement, as of the date of the last such amendment, each Company SEC Document complied, or if filed (or furnished) subsequent to the date of this Agreement, will comply, as to form complied in all material respects with the applicable requirements of the Securities Act or the Exchange Act, as the case may be, and the rules and regulations of the SEC promulgated thereunder applicable to thereunder, and (ii) did not at the time each such Company Seagate SEC Document. As of its filing Report was filed (or furnishing) date or, if amended or superseded by a filing prior to the date of this Agreement, as of then on the date of the last such amendment, no Company SEC Document 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, and no Company SEC Document filed with (or furnished tofiling) the SEC pursuant to the Exchange Act subsequent to the date of this Agreement will 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 therein, in the light of the circumstances under which they were made, not misleading. None of the Subsidiaries of Seagate is required to file any forms, reports or other documents with the SEC. Except to the extent revised or superseded by a subsequent filing with the SEC (a copy of which has been made available to Veritas prior to the date of this Agreement), none of the Seagate SEC Reports filed by Seagate since July 3, 1999 and prior to the date of this Agreement (collectively, the "RECENT SEC REPORTS") contains any untrue statement of a material fact or omits to state any material fact required to be stated therein or necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading. The consolidated financial statements of Seagate included in all Seagate SEC Reports comply as to form in all material respects with applicable accounting requirements and the published rules and regulations of the SEC with respect thereto, have been prepared in accordance with GAAP (except, in the case of unaudited consolidated quarterly statements, as permitted by Form 10-Q of the SEC) applied on a consistent basis during the periods involved (except as may be indicated in the notes thereto) and fairly present the consolidated financial position of Seagate and its consolidated Subsidiaries as of the dates thereof and the consolidated financial position of Seagate and its consolidated Subsidiaries as of the dates thereof and the consolidated results of their operations and cash flows for the periods then ended (subject, in the case of unaudited quarterly statements, to normal year-end audit adjustments). Except as reflected in the most recent consolidated balance sheet of Seagate included in the Recent SEC Reports most recently filed by Seagate with the SEC prior to the date hereof (such consolidated balance sheet being referred to herein as the "CURRENT SEAGATE BALANCE SHEET" and the date thereof being referred to herein as the "CURRENT BALANCE SHEET DATE"), as of the Current Balance Sheet Date, neither Seagate nor any of its Subsidiaries had, and since such date neither Seagate nor any of such Subsidiaries has incurred, any Liabilities or obligations of any nature (whether accrued, absolute, contingent or otherwise) which, individually or in the aggregate, would reasonably be expected to have a Material Adverse Effect.

SEC Filings; Financial Statements. (a) Since September 29, 2012Except as set forth on Schedule 5.12, the Company has filed (or furnished) on a timely basis furnished all registration statements, reports, schedules, forms, statements schedules and other documents (including exhibits, financial statements and schedules thereto, and all other information incorporated therein and amendments and supplements thereto) required to be filed with (or furnished to) by it or any of the Sellers with the SEC by the Company since December 31, 2007 (such documents and collectively, including any such additional documents filed with (or furnished to) the SEC after the date of this Agreementamendments thereto, the “Company SEC DocumentsReports”). As of its their respective filing dates (or furnishing) date or, if amended prior to the date of this Agreementamended, as of the date of the last such amendment), each the Company SEC Document compliedReports were prepared in accordance with, or if filed (or furnished) subsequent to the date of this Agreement, will comply, as to form and complied in all material respects with with, the requirements of the Exchange Act and the Securities Act or the Exchange Act, as the case may be, and the rules and regulations of the SEC promulgated thereunder applicable to such thereunder, and none of the Company SEC Document. As of its filing (or furnishing) date or, if amended prior to the date of this Agreement, as of the date of the last such amendment, no Company SEC Document Reports 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 made therein, in light of the circumstances under which they were made, not misleading, and no except to the extent corrected by a Company SEC Document Report filed with subsequently (or furnished to) the SEC pursuant but prior to the Exchange Act subsequent date hereof). The Company has made available to Buyer complete and correct copies of all amendments and modifications effected prior to the date of this Agreement will contain any untrue statement of a material fact or omit to state a material fact that have not yet been filed by the Company with the SEC but which are required to be stated therein filed. Each of the financial statements (including the related notes and schedules) of the Company included in, or necessary incorporated by reference into, the Company SEC Reports (the “Financial Statements”) complies in order to make all material respects with applicable accounting requirements and the statements thereinpublished rules and regulations of the SEC with respect thereto, were prepared in accordance with GAAP (except, in light the case of unaudited financial statements, as permitted by applicable rules and regulations of the circumstances under which they were madeSEC) applied on a consistent basis during the periods involved (except as may be indicated in the notes thereto) and fairly present in all material respects the consolidated financial position of the Company and its consolidated subsidiaries as of the dates thereof and their consolidated results of operations for the periods then ended (subject, in the case of unaudited financial statements, to normal year-end audit adjustments and the absence of footnotes). The Sellers have no current intention to correct or restate, and to the Knowledge of the Sellers, there is not misleadingany basis to correct or restate any of the Financial Statements other than as set forth on Schedule 5.12. The Sellers have not had any disagreement with any of their auditors regarding material accounting matters or policies during any of its past three (3) full fiscal years or during the current fiscal year-to-date other than as set forth on Schedule 5.12.

SEC Filings; Financial Statements. (a) Since September 29, 2012, the Company SEC Filings. Parent has filed (or furnished) on a timely basis all required registration statements, proxy statements, prospectuses, reports, schedules, forms, statements and other documents (including exhibits, financial statements and schedules thereto, exhibits and all other information incorporated therein and amendments and supplements theretoby reference) required to be filed by it with (or furnished to) the SEC by since April 1, 2008. Parent has made available to Company all such registration statements, proxy statements, prospectuses, reports, schedules, forms, statements and other documents in the Company (such documents and any such additional documents form filed with (or furnished to) the SEC after that are not publicly available through the date SEC’s XXXXX database. All such required registration statements, proxy statements, prospectuses, reports, schedules, forms, statements and other documents are referred to herein as the “Parent SEC Reports.” As of this Agreementtheir respective dates, the “Company Parent SEC Documents”). As of its filing (or furnishing) date or, if amended prior to the date of this Agreement, as of the date of the last such amendment, each Company SEC Document complied, or if filed (or furnished) subsequent to the date of this Agreement, will comply, Reports complied as to form in all material respects with the requirements of the Securities Act Act, or the Exchange Act, as the case may be, and the rules and regulations of the SEC promulgated thereunder applicable to such Company Parent SEC DocumentReports. As All Parent SEC Reports (x) were filed on a timely basis (subject to compliance with Rule 12b-25 under the Exchange Act), (y) at the time filed, were prepared in compliance in all material respects with the applicable requirements of its filing (or furnishing) date or, if amended prior to the date of this AgreementSecurities Act and the Exchange Act, as the case may be, and the rules and regulations of the date of SEC thereunder applicable to such Parent SEC Reports, and (z) did not at the last such amendment, no Company SEC Document 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 time they were made, not misleading, and no Company SEC Document filed with (or furnished to) the SEC pursuant to the Exchange Act subsequent to the date of this Agreement will 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 therein, in light of the circumstances under which they were made, not misleading. None of Parent’s Subsidiaries is subject to the reporting requirements of Section 13 or Section 15(d) of the Exchange Act. Parent has heretofore made available to Company true, complete and correct copies of all exhibits filed and all material correspondence with the SEC since April 1, 2008 that are not publicly available through the SEC’s XXXXX database. As of the date hereof, there are no unresolved comments issued by the staff of the SEC with respect to any of the Parent SEC Reports.

SEC Filings; Financial Statements. (a) Since September 29, 2012, the The Company has filed made available to Parent accurate and complete copies of all registration statements, proxy statements, Certifications (or furnishedas defined below) on a timely basis all and other statements, reports, schedules, forms, statements forms and other documents (including exhibits, financial statements and schedules thereto, and all other information incorporated therein and amendments and supplements thereto) required to be filed with (or furnished to) the SEC by the Company (such documents and any such additional documents filed with (or furnished to) the SEC after the date of this Agreementsince January 1, 2007 (the “Company SEC Documents”)) as well as all comment letters received by the Company from the SEC since January 1, 2007 and all responses to such comment letters provided to the SEC by or on behalf of the Company. All statements, reports, schedules, forms and other documents required to have been filed by the Company with the SEC 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 its filing the time it was filed with the SEC (or furnishing) date or, if amended or superseded by a filing prior to the date of this Agreement, as of then on the date of such filing): (i) each of the last such amendment, each Company SEC Document complied, or if filed (or furnished) subsequent to the date of this Agreement, will comply, as to form Documents complied in all material respects with the applicable requirements of the Securities Act or the Exchange Act, Act (as the case may be, ); and the rules and regulations (ii) none of the SEC promulgated thereunder applicable to such Company SEC Document. As of its filing (or furnishing) date or, if amended prior to the date of this Agreement, as of the date of the last such amendment, no Company SEC Document Documents 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 the light of the circumstances under which they were made, not misleading, . The certifications and no Company SEC Document filed with statements required by: (or furnished toA) the SEC SEC’s Order dated June 27, 2002 pursuant to Section 21(a)(1) of the Exchange Act subsequent (File No. 4-460); (B) Rule 13a-14 under the Exchange Act; and (C) 18 U.S.C. §1350 (Section 906 of the Xxxxxxxx-Xxxxx Act) relating to the date of Company SEC Documents (collectively, the “Certifications”) are accurate and complete, and comply as to form and content with all applicable Legal Requirements. As used in this Agreement will contain Section 2, the term “file” and variations thereof shall be broadly construed to include any untrue statement of manner in which a material fact document or omit information is furnished, supplied or otherwise made available 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 misleadingSEC.

SEC Filings; Financial Statements. (aA) Since September 29, 2012, the The Company has filed or furnished (as required or furnishedpermitted) on a timely basis all forms, reports, schedules, formsproxy statements, registration statements and other documents (including exhibits, financial statements exhibits and schedules thereto, and all other information incorporated therein and amendments and supplements theretotherein) required to be filed with (or furnished to) the SEC by the Company (such documents and any such additional documents filed with (or furnished to) the SEC after since January 1, 2003 (the date of this Agreement, the “"Company SEC Documents”"). As of its filing the time it became effective (with respect to filings made under the Securities Act) and as of the time it was filed with or furnishingfurnished to the SEC (with respect to filings made under the Exchange Act and, with respect to proxy statements, at the time such proxy statement was mailed to stockholders of the Company) date (or, if with respect to filings made under the Exchange Act and amended or superseded by a filing prior to the date of this Agreement, as of then on the date of the last filing or furnishing of suc amendment or, with respect to an amendment to a proxy statement, on the date such amendmentamendment to the proxy statement was mailed to stockholders of the Company, if applicable): (i) each of the Company SEC Document complied, or if filed (or furnished) subsequent to the date of this Agreement, will comply, as to form Documents complied in all material respects with the applicable requirements of the Securities Act or the Exchange Act, Act (as the case may be, ); and (ii) the rules and regulations of the SEC promulgated thereunder applicable to such Company SEC Document. As of its filing Documents did not (or furnishing) date or, if amended prior and with respect to Company SEC Documents filed after the date of this Agreement, as of the date of the last such amendment, no Company SEC Document 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, and no Company SEC Document filed with (or furnished towill not) the SEC pursuant to the Exchange Act subsequent to the date of this Agreement will 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 therein, in the light of the circumstances under which they were made, not misleading. The Company has made available to Parent copies of all comment letters received by the Company from the SEC since January 1, 2003, and relating to the Company SEC Documents, together with all written responses of the Company thereto. As of the date of this Agreement, to the Company's knowledge, there are no outstanding or unresolved comments in such comment letters received by the Company from the SEC. As of the date of this Agreement, to the knowledge of the Company none of the SEC Documents is the subject of any ongoing review by the SEC. No Company Subsidiary is, or has ever been, required to file any reports, schedules, proxy statements, registration statements or other documents with the SEC.

SEC Filings; Financial Statements. (a) Since September 29, 2012, the The Company has filed or otherwise furnished (or furnished) on a timely basis as applicable), all reports, schedules, forms, statements reports and other documents (including exhibits, financial statements and schedules thereto, and all other information incorporated therein and amendments and supplements thereto) required to be filed with (or furnished to) to the SEC by the Company since January 1, 2013 (such documents the “Applicable Date”) (the forms, reports and any such additional other documents filed with (or furnished to) since the SEC after Applicable Date and those filed or furnished subsequent to the date hereof as have been supplemented, modified or amended since the time of this Agreementfiling or furnishing, collectively, the “Company SEC DocumentsReports”). As of its filing (or furnishing) date or, if amended prior to the date of this Agreementfiling, 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 the last filing of such amendment), each Company SEC Document complied, or if filed (or furnished) subsequent to and as of the date of this Agreementeffectiveness in the case of Company SEC Reports filed pursuant to the Securities Act of 1933, will complyas 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, and the rules and regulations of the SEC promulgated thereunder applicable to such Company SEC Document. As of its filing (or furnishing) date orthereunder, if amended prior to each as in effect on the date of this Agreement, as of the date of the last such amendment, no Company SEC Document contained any untrue statement of a material fact so filed 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 misleadingeffective, and no Company SEC Document filed with (or furnished toii) the SEC pursuant to the Exchange Act subsequent to the date of this Agreement will 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 misleadingmisleading as of its filing date or effective date (as applicable).

SEC Filings; Financial Statements. (a) Since September 29, 2012As used herein, the “Company has filed (or furnished) on a timely basis SEC Documents” means all reports, schedules, forms, statements and other documents (including exhibitsfiled or furnished, financial statements and schedules theretoas applicable, and all other information incorporated therein and amendments and supplements thereto) required to be filed with (or furnished to) the SEC by the Company under the Securities Exchange Act of 1934, as amended (such the “Exchange Act”), including pursuant to Section 13(a) or 15(d) thereof, including the exhibits thereto and documents incorporated by reference therein. The Company has filed all SEC Documents as required on a timely basis and any such additional documents filed with (or furnished to) the SEC after the date as of this Agreementtheir respective filing dates, the “Company SEC Documents”). As of its filing (or furnishing) date orDocuments since December 31, if amended prior to the date of this Agreement, as of the date of the last such amendment, each Company SEC Document complied, or if filed (or furnished) subsequent to the date of this Agreement, will comply, as to form 2015 complied in all material respects with the requirements of the Securities Exchange Act or the Exchange Act, as the case may be, and the rules and regulations of the SEC Securities and Exchange Commission (the “SEC”) promulgated thereunder applicable to such thereunder, and none of these Company SEC Document. As of its filing (or furnishing) date orDocuments, if amended prior to the date of this Agreementwhen filed, as of the date of the last such amendment, no Company SEC Document 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, therein in light of the circumstances under which they were made, made not misleading. The consolidated financial statements contained in the Company SEC Documents since December 31, 2015: (i) complied in all material respects with applicable accounting requirements and the published rules and regulations of the SEC applicable thereto; (ii) were prepared in accordance with generally accepted accounting principles applied on a consistent basis throughout the periods covered, except in the case of unaudited statements as permitted by Form 10-Q of the SEC, and no Company SEC Document filed with except that unaudited financial statements may not contain footnotes and are subject to year-end audit adjustments; and (or furnished toiii) fairly present the SEC pursuant to the Exchange Act subsequent to the date of this Agreement will 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 therein, in light consolidated financial position of the circumstances under which they were made, not misleadingCompany and its subsidiaries as of the respective dates thereof and the consolidated results of operations cash flows and the changes in shareholders’ equity of the Company and its subsidiaries for the periods covered thereby.

SEC Filings; Financial Statements. (a) Since September 29January 1, 20122016, the Company has has, in all material respects, timely filed with or otherwise furnished (or furnishedas applicable) on a timely basis to the U.S. Securities and Exchange Commission (“SEC”) all registration statements, prospectuses, forms, reports, proxy statements, schedules, forms, statements and other documents (including exhibits, financial statements and schedules thereto, and all other information incorporated therein and amendments and supplements thereto) required to be filed with (or furnished to) by it with the SEC by the Company (such documents and any such additional documents filed with (or furnished to) the SEC after the date of this Agreement, the “Company SEC Documents”). As of its filing (or furnishing) date or, if amended prior to the date of this Agreement, as of the date of the last such amendment, each Company SEC Document complied, or if filed (or furnished) subsequent to the date of this Agreement, will comply, as to form in all material respects with the requirements of under the Securities Act or the Exchange Act, as the case may bebe (such documents and any other documents filed or furnished by the Company with the SEC, and as have been supplemented, modified or amended since the rules and regulations time of filing, collectively, the SEC promulgated thereunder applicable to such “Company SEC DocumentDocuments”). As of its their respective filing (or furnishing) date dates or, if supplemented, modified or amended prior to the date of this Agreementhereof, as of the date of the last such most recent supplement, modification or amendment, no the Company SEC Document contained any untrue statement of a material fact or omitted Documents (i) did not (or, with respect 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, and no Company SEC Document Documents filed with (or furnished to) the SEC pursuant to the Exchange Act subsequent to after the date of this Agreement 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 misleadingmisleading and (ii) complied as to form in all material respects with the applicable requirements of the Exchange Act, the Securities Act or the Xxxxxxxx-Xxxxx Act, as the case may be, and the applicable rules and regulations of the SEC thereunder and the listing and corporate governance rules and regulations of NASDAQ. None of the Company’s Subsidiaries is required to file periodic reports with the SEC. 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.

SEC Filings; Financial Statements. (a) Since September 29, 2012, Parent has filed and has made available to the Company has filed (or furnished) on a timely basis all reports, schedules, forms, statements reports and other documents (including exhibits, financial statements and schedules thereto, and all other information incorporated therein and amendments and supplements thereto) required to be filed by Parent with (or furnished to) the SEC by the Company since January 1, 1994 (such documents and any such additional documents filed with (or furnished to) the SEC after the date of this Agreementcollectively, the “Company "Parent SEC Documents”Reports"). As of its filing The Parent SEC Reports (or furnishingi) date or, if amended prior to the date of this Agreement, as of the date of the last such amendment, each Company SEC Document complied, or if filed (or furnished) subsequent to the date of this Agreement, will comply, as to form were prepared in all material respects in accordance with the requirements of the Securities Act or the Exchange Act, as the case may be, and (ii) did not at the rules and regulations of the SEC promulgated thereunder applicable to such Company SEC Document. As of its filing time they were filed (or furnishing) date or, if amended or superseded by a filing prior to the date of this Agreement, as of then on the date of the last such amendment, no Company SEC Document 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, and no Company SEC Document filed with (or furnished tofiling) the SEC pursuant to the Exchange Act subsequent to the date of this Agreement will 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 therein, in the light of the circumstances under which they were made, not misleading.. None of Parent's subsidiaries is required to file any forms, reports or other documents with the SEC. (b) Each of the consolidated financial statements (including, in each case, any related notes thereto) contained in the Parent SEC Reports has 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) and each fairly 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 its operations and cash flows and changes in stockholders' equity for the periods indicated, except that the unaudited interim financial statements were or are subject to normal and recurring year-end adjustments which were not or are not expected to be material in amount and the addition of footnotes. Section 3.8 Absence of Certain Changes or Events. Except as set forth in Section 3.8 of the Parent Disclosure Schedule or in the Parent SEC Reports filed with the SEC prior to the date hereof, since January 1, 1996, Parent has conducted its business in the ordinary course and there has not occurred: (i) any Material Adverse Effect; (ii) any amendments or changes in the Certificate of Incorporation or By-Laws of Parent; (iii) any damage to, destruction or loss of any assets of the Parent or any of its subsidiaries (whether or not covered by insurance) that would have a Material Adverse Effect; (iv) any material change by Parent in its accounting methods, principles or practices; (v) any material revaluation by Parent of any of its assets, including without limitation, writing down the value of inventory or writing off notes or accounts receivable other than in the ordinary course of business; (vi) any other action or event that would have required the consent of the Company pursuant to Section 4.3 had such action or event occurred after the date of this Agreement; or (vii) any sale of a material amount of assets of Parent or any of its subsidiaries except in the ordinary course of business. Section 3.9

SEC Filings; Financial Statements. (a) Since September 29, 2012, the The Company has filed (or furnished) on in a timely basis manner all reportsdocuments that the Company was required to file with the SEC under Sections 13, schedules, forms, statements 14(a) and other documents 15(d) of the Securities Exchange Act of 1934 (including exhibits, financial statements and schedules theretoas amended, and all other information incorporated therein including any successor thereto and amendments any rules and supplements theretoregulations promulgated thereunder, the "Exchange Act") required to be since January 1, 2001. As of their respective filing dates (or, if amended, when amended), the documents filed with (or furnished to) the SEC by the Company (such documents and any such additional documents filed with (or furnished to) the SEC after since January 1, 2001 (the date of this Agreement, the “Company "SEC Documents”). As of its filing (or furnishingFilings") date or, if amended prior to the date of this Agreement, as of the date of the last such amendment, each Company SEC Document complied, or if filed (or furnished) subsequent to the date of this Agreement, will comply, as to form in all material respects complied with the requirements of the Exchange Act and the Securities Act or the Exchange Act, of 1933 (as the case may beamended, and the including any successor thereto and any rules and regulations promulgated thereunder, the "Securities Act"). The Company satisfies the registrant requirements for the use of Form S-3 for secondary offerings under the Securities Act. None of the SEC promulgated thereunder applicable to such Company SEC Document. As of its filing (or furnishing) date or, if amended prior to the date of this Agreement, as of the date of the last such amendment, no Company SEC Document 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, and no Company SEC Document filed with (or furnished to) the SEC pursuant to the Exchange Act subsequent to the date of this Agreement will Filings contain any untrue statement of a material fact or omit to state a material fact facts required to be stated therein or necessary in order to make the statements thereinmade therein not misleading. Since January 1, 2001, the Company has timely filed all documents that it was required to file under the Securities Act or the Exchange Act, and all such documents were complete and accurate in all material respects. The consolidated financial statements of the Company included in the SEC Filings (the "Financial Statements") comply in all respects with applicable accounting requirements and with the published rules and regulations of the SEC with respect thereto. The Financial Statements have been prepared in accordance with generally accepted accounting principles consistently applied ("GAAP") and fairly present the consolidated financial position of the Company and its subsidiaries at the dates thereof and the results of their operations and cash flows for the periods then ended (subject, in light the case of unaudited statements, to normal, recurring adjustments and the absence of complete footnotes). Except as and to the extent reflected in the Financial Statements, the Company and its subsidiaries did not have, as of the circumstances respective dates of the Financial Statements, any liabilities or obligations (other than obligations of continued performance under contracts and other commitments and arrangements entered into in the ordinary course of business that are not in the nature of contingent liabilities) which they were madeGAAP would require the Company to reflect in the Financial Statements. Except as disclosed in the 2003 SEC Filings, there have not misleadingbeen any changes in the assets, liabilities (contingent or otherwise), financial condition or operations of the Company or any of its subsidiaries from that reflected in the Financial Statements for the period ended December 31, 2002, except changes in the ordinary course of business that are consistent with past practices that, individually or in the aggregate, are not material to the financial condition or results of operations of the Company.

SEC Filings; Financial Statements. (a) Since September 29, 2012As used herein, the “Company has filed (or furnished) on a timely basis SEC Documents” means all reports, schedules, forms, statements and other documents (including exhibitsfiled or furnished, financial statements and schedules theretoas applicable, and all other information incorporated therein and amendments and supplements thereto) required to be filed with (or furnished to) the SEC by the Company under the Securities Exchange Act of 1934 (such the “Exchange Act”), including pursuant to Section 13(a) or 15(d) thereof, including the exhibits thereto and documents incorporated by reference therein during the period commencing December 31, 2014 and any such additional documents filed with (or furnished to) the SEC after ending on the date of this Agreement, the “Company SEC Documents”)hereof. As of its their respective filing (or furnishing) date ordates, if amended prior to the date true, correct and complete copies of this Agreement, as each of the date of SEC Documents are available on the last such amendment, each SEC’s XXXXX system. The Company SEC Document complied, or if filed (or furnished) subsequent to the date of this Agreement, will comply, as to form Documents complied in all material respects with the requirements of the Securities Act or and the Exchange Act, as the case may be, Act and the rules and regulations of the SEC Securities and Exchange Commission (the “SEC”) promulgated thereunder applicable to such thereunder, and none of these Company SEC Document. As of its filing (or furnishing) date orDocuments, if amended prior to the date of this Agreementwhen filed, as of the date of the last such amendment, no Company SEC Document 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, therein in light of the circumstances under which they were made, made not misleading, and no Company SEC Document filed with (or furnished to) the SEC pursuant to the Exchange Act subsequent to . As of the date of this Agreement will contain any untrue statement of a filing, the consolidated financial statements contained in the Company SEC Documents: (i) complied in all material fact or omit to state a material fact required to be stated therein or necessary in order to make respects with applicable accounting requirements and the statements therein, in light published rules and regulations of the circumstances under which they SEC applicable thereto; (ii) were madeprepared in accordance with generally accepted accounting principles applicable in the United States applied on a consistent basis throughout the periods covered, except as may be indicated in the notes to such financial statements and (in the case of unaudited statements) as permitted by Form 10-Q of the SEC, and except that unaudited financial statements may not misleadingcontain footnotes and are subject to year-end audit adjustments; and (iii) fairly present the consolidated financial position of the Company and its subsidiaries as of the respective dates thereof and the consolidated results of operations cash flows and the changes in shareholders’ equity of the Company and its subsidiaries for the periods covered thereby.

SEC Filings; Financial Statements. (a) Since September 29, 2012, the The Company has timely filed (with or furnished) on a timely basis furnished to the SEC all reportsregistration statements, schedulesprospectuses, forms, statements reports, definitive proxy statements, schedules and other documents (including exhibits, financial statements and schedules thereto, and all other information incorporated therein and amendments and supplements thereto) required to be filed with by it under the Securities Act or the Exchange Act, as the case may be (or furnished to) the SEC by the Company (such documents and any such additional documents filed with (or furnished to) the SEC after the date of this Agreementcollectively, the “Company SEC DocumentsFilings”). As Each SEC Filing, as amended or supplemented, if applicable, (i) as of its filing (or furnishing) date date, or, if amended prior to the date of this Agreementamended, as of the date of the last such amendment, each Company SEC Document complied, or if filed (or furnished) subsequent to the date of this Agreement, will comply, as to form complied in all material respects with the applicable requirements of the Securities Act or Act, the Exchange Act and the Xxxxxxxx-Xxxxx Act of 2002, as amended (the “Xxxxxxxx-Xxxxx Act”), as the case may be, and the rules and regulations of the SEC promulgated thereunder thereunder, applicable to such Company SEC Document. As of its filing Filing, and (ii) did not, at the time it was filed (or furnishing) date at the time it became effective in the case of registration statements), or, if amended prior to the date of this Agreementamended, as of the date of the last such amendment, no Company SEC Document 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, and no Company SEC Document filed with (or furnished to) the SEC pursuant to the Exchange Act subsequent to the date of this Agreement will contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary in order to make the statements made therein, in the light of the circumstances under which they were made, not misleading. The Company has never been an issuer subject to Rule 144(i) under the Securities Act. As of the Initial Closing, the Company meets the “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 Filings is the subject of ongoing SEC review, outstanding SEC comment or outstanding SEC investigation.

SEC Filings; Financial Statements. (a) Since September 29, 2012, the Company Providian has filed (or furnished) on a timely basis all forms, reports, schedulesstatements, forms, statements certifications and other documents (including all exhibits, financial statements and schedules thereto, and all other information incorporated therein and amendments and supplements thereto) required to be filed by it with (or furnished to) the SEC by the Company since January 1, 2000 (all such documents forms, reports, statements, certificates and any such additional other documents filed with (or furnished to) the SEC after the date of this Agreementsince January 1, 2000, collectively, the “Company Providian SEC DocumentsReports”). As None of its filing Providian’s subsidiaries is required to file periodic reports with the SEC pursuant to the Securities Exchange Act of 1934, as amended (or furnishing) date orthe “Exchange Act”). Each of the Providian SEC Reports, if as amended prior to the date of this Agreement, as of the date of the last such amendment, each Company SEC Document complied, or if filed (or furnished) subsequent to the date of this Agreement, will comply, complied as to form in all material respects with the applicable requirements of the Securities Act or the Exchange Actof 1933, as amended (the case may be“Securities Act”), and the rules and regulations promulgated thereunder and the Exchange Act and the rules and regulations promulgated thereunder, each as in effect on the date so filed. None of the Providian SEC promulgated thereunder applicable to such Company SEC Document. As of its filing (or furnishing) date Reports contained, when filed or, if amended prior to the date of this Agreementhereof, as of the date of the last such amendment, no Company SEC Document contained any untrue statement of a material fact or omitted to state a material fact required to be stated or incorporated by reference therein or necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading. Providian has made available to Washington Mutual true, correct and complete copies of all written correspondence between the SEC, on the one hand, and no Company SEC Document filed with (or furnished to) Providian and any of its Subsidiaries, on the SEC pursuant other hand, occurring since January 1, 2000, and prior to the Exchange Act subsequent to date hereof. As of the date of this Agreement will contain any untrue statement Agreement, there are no outstanding or unresolved comments in comment letters received from the SEC staff with respect to the Providian SEC Reports. To the knowledge of a material fact or omit to state a material fact required to be stated therein or necessary in order to make the statements thereinProvidian, in light none of the circumstances under which they were made, not misleadingProvidian SEC Reports is the subject of ongoing SEC review or outstanding SEC comment.

SEC Filings; Financial Statements. (a) Since September 29, 2012, the The Company has filed (or furnished) on a timely basis Made Available to Parent accurate and complete copies of all registration statements, proxy statements, Company Certifications and other statements, reports, schedules, forms, statements forms and other documents (including exhibits, financial statements and schedules thereto, and all other information incorporated therein and amendments and supplements thereto) required to be filed with (or furnished to) the SEC by the Company (such documents and any such additional documents filed each of its Subsidiaries with (or furnished to) the SEC after the date of this Agreementsince November 15, 2017, 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 its filing the time it was filed with the SEC (or furnishing) date or, if amended or superseded by a filing prior to the date of this Agreement, as of then on the date of such filing): (i) each of the last such amendment, each Company SEC Document complied, or if filed (or furnished) subsequent to the date of this Agreement, will comply, Documents complied as to form in all material respects with the applicable requirements of the Securities Act or the Exchange Act, Act (as the case may be, ); and the rules and regulations (ii) none of the SEC promulgated thereunder applicable to such Company SEC Document. As of its filing (or furnishing) date or, if amended prior to the date of this Agreement, as of the date of the last such amendment, no Company SEC Document Documents 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 the light of the circumstances under which they were made, not misleading, and no except to the extent corrected: (A) in the case of Company SEC Document Documents filed with (or furnished to) the SEC pursuant to the Exchange Act subsequent on or prior to the date of this Agreement will contain any untrue statement that were amended or superseded on or prior to the date of a material fact this Agreement, by the filing or omit to state a material fact required to be stated therein or necessary in order to make the statements therein, in light furnishing of the circumstances applicable amending or superseding Company SEC Document; and (B) 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 they were madea document or information is filed, not misleadingfurnished, submitted, supplied or otherwise made available to the SEC or any member of its staff.

SEC Filings; Financial Statements. (a) Since September 29, 2012, the The Company has filed delivered or made available to Parent accurate and complete copies of all registration statements, proxy statements, Certifications (or furnishedas defined below) on a timely basis all and other statements, reports, schedules, forms, statements forms and other documents (including exhibits, financial statements and schedules thereto, and all other information incorporated therein and amendments and supplements thereto) required to be filed with (or furnished to) the SEC by the Company (such documents and any such additional documents filed with (or furnished to) the SEC after the date of this Agreementsince January 1, 2007 (the “Company SEC Documents”)) as well as all comment letters received by the Company from the SEC since January 1, 2007 and all responses to such comment letters provided to the SEC by or on behalf of the Company. All statements, reports, schedules, forms and other documents required to have been filed by the Company or its officers with the SEC 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 its filing the time it was filed with the SEC (or furnishing) date or, if amended or superseded by a filing prior to the date of this Agreement, as of then on the date of such filing): (i) each of the last such amendment, each Company SEC Document complied, Documents (as so amended or if filed (or furnishedsuperseded) subsequent to the date of this Agreement, will comply, as to form complied in all material respects with the applicable requirements of the Securities Act or the Exchange Act, Act (as the case may be, ); and the rules and regulations (ii) none of the SEC promulgated thereunder applicable to such Company SEC Document. As of its filing Documents (as so amended or furnishingsuperseded) date or, if amended prior to the date of this Agreement, as of the date of the last such amendment, no Company SEC Document 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 the light of the circumstances under which they were made, not misleading. The certifications and statements required by: (1) the SEC’s Order dated June 27, 2002 pursuant to Section 21(a)(1) of the Exchange Act (File No. 4-460); (2) Rule 13a-14 under the Exchange Act; and (3) 18 U.S.C. §1350 (Section 906 of the Xxxxxxxx-Xxxxx Act) relating to the Company SEC Documents (collectively, the “Certifications”) are accurate and complete, and no Company SEC Document filed comply as to form and content with (all applicable Legal Requirements. 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 furnished to) information is furnished, supplied or otherwise made available to the SEC pursuant to the Securities Act or the Exchange Act subsequent to the date of this Agreement will 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 therein, in light of the circumstances under which they were made, not misleadingAct.

SEC Filings; Financial Statements. (a) Since September 29, 2012, the Company Parent has filed (or furnished) , as applicable, on a timely basis all reports, schedules, forms, statements statements, certifications, reports and other documents (including exhibits, financial statements and schedules thereto, and all other information incorporated therein and amendments and supplements thereto) required to be filed with (or furnished to) by it with the SEC by under the Company Exchange Act or the Securities Act since January 1, 2012 (such documents the forms, statements, reports and any such additional documents filed with (or furnished to) the SEC after since January 1, 2012 and those filed or furnished subsequent to the date of this Agreementhereof, including any amendments thereto, the “Company Parent SEC DocumentsReports”). As Each of the Parent SEC Reports, at the time of its filing or being furnished complied in all material respects with the applicable requirements of the Securities Act, the Exchange Act and the Sxxxxxxx-Xxxxx Act, and any rules and regulations promulgated thereunder applicable to the Parent SEC Reports, or, if not yet filed or furnished, will to the Knowledge of Parent comply in all material respects with the applicable requirements of the Securities Act, the Exchange Act and the Sxxxxxxx-Xxxxx Act, and any rules and regulations promulgated thereunder applicable to the Parent SEC Reports. As of their respective dates (or furnishing) date or, if amended prior to the date of this Agreementhereof, as of the date of the last such amendment), each Company the Parent SEC Document complied, or if filed (or furnished) subsequent to the date of this Agreement, will comply, as to form in all material respects with the requirements of the Securities Act or the Exchange Act, as the case may be, and the rules and regulations of the SEC promulgated thereunder applicable to such Company SEC Document. As of its filing (or furnishing) date or, if amended prior to the date of this Agreement, as of the date of the last such amendment, no Company SEC Document 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, Reports did not misleading, and no Company SEC Document filed with (or furnished to) the SEC pursuant to the Exchange Act subsequent to the date of this Agreement will 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 in which they were made, not misleading, and any Parent SEC Reports filed or furnished with the SEC subsequent to the date hereof will not to Parent’s knowledge, contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements made therein, in light of the circumstances in which they were made, not misleading.

SEC Filings; Financial Statements. (a) Since September 29, 2012, the Company SEC Filings. Parent has filed (or furnished) on a timely basis all required registration statements, prospectuses, reports, schedules, forms, statements and other documents (including exhibits, financial statements and schedules thereto, exhibits and all other information incorporated therein and amendments and supplements theretoby reference) required to be filed by it with (or furnished to) the SEC by since February 1, 2003. Parent has made available to the Company (all such registration statements, prospectuses, reports, schedules, forms, statements and other documents and any such additional documents in the form filed with (or furnished to) the SEC after that are not publicly available through the date SEC’s XXXXX database. All such required registration statements, prospectuses, reports, schedules, forms, statements and other documents are referred to herein as the “Parent SEC Reports.” As of this Agreementtheir respective dates, the “Company Parent SEC Documents”). As of its filing (or furnishing) date or, if amended prior to the date of this Agreement, as of the date of the last such amendment, each Company SEC Document complied, or if filed (or furnished) subsequent to the date of this Agreement, will comply, Reports complied as to form in all material respects with the requirements of the Securities Act Act, or the Exchange Act, as the case may be, and the rules and regulations of the SEC promulgated thereunder applicable to such Company Parent SEC DocumentReports. As of its filing The Parent SEC Reports did not at the time they were filed (or furnishing) date or, if amended or superseded by a filing prior to the date of this Agreement, as of Agreement then on the date of the last such amendment, no Company SEC Document 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, and no Company SEC Document filed with (or furnished tofiling) the SEC pursuant to the Exchange Act subsequent to the date of this Agreement will 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 therein, in light of the circumstances under which they were made, not misleading. None of Parent’s Subsidiaries is required to file any forms, reports or other documents with the SEC. Parent has previously furnished to the Company a complete and correct copy of any amendments or modifications which have not yet been filed with the SEC, but which are required to be filed, to agreements, documents or other instruments which previously had been filed by Parent with the SEC pursuant to the Securities Act or the Exchange Act. As of the date hereof, there are no unresolved comments issued by the staff of the SEC with respect to any of the Parent SEC Reports.

SEC Filings; Financial Statements. (a) Since September 29, 2012, the The Company has filed (or furnished) on a timely basis , as the case may be, all reports, schedules, forms, statements reports and other documents (including exhibits, financial statements and schedules thereto, and all other information incorporated therein and amendments and supplements thereto) required to be filed with (or furnished to) to the SEC by the Company since January 1, 2011 (such documents the “Applicable Date”) pursuant to the Securities Act and any such additional the Exchange Act (the forms, reports and other documents filed with (or furnished to) since the SEC after Applicable Date and those filed or furnished subsequent to the date hereof as have been supplemented, modified or amended since the time of this Agreementfiling or furnishing, collectively, the “Company SEC DocumentsReports”). As of its filing (or furnishing) date or, if amended prior to the date of this Agreementfiling, 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 the last filing of such amendment), each Company SEC Document complied, or if filed (or furnished) subsequent to and as of the date of this Agreementeffectiveness in the case of Company SEC Reports filed pursuant to the Securities Act (and to the extent such Company SEC Reports were amended, will complythen 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, and the rules and regulations of the SEC promulgated thereunder applicable to such Company SEC Document. As of its filing (or furnishing) date orthereunder, if amended prior to each as in effect on the date of this Agreement, as of the date of the last such amendment, no Company SEC Document contained any untrue statement of a material fact so filed 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, effective and (ii) did not misleading, and no Company SEC Document filed with (or furnished to) the SEC pursuant to the Exchange Act subsequent to the date of this Agreement will 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 misleadingmisleading as of its filing date or effective date (as applicable).

SEC Filings; Financial Statements. (a) Since September 29, 2012, Parent has delivered or Made Available (or made available on the SEC website) to the Company has filed accurate and complete copies of all registration statements, proxy statements, Parent Certifications (or furnishedas defined below) on a timely basis all and other statements, reports, schedules, forms, statements forms and other documents (including exhibits, financial statements and schedules thereto, and all other information incorporated therein and amendments and supplements thereto) required to be filed by Parent with (or furnished to) the SEC by the Company since July 1, 2010, including all amendments thereto (such documents and any such additional documents filed with (or furnished to) the SEC after the date of this Agreementcollectively, the “Company Parent SEC Documents”). Since January 1, 2010, all statements, reports, schedules, forms and other documents required to have been filed by Parent or its officers with the SEC have been so filed on a timely basis. None of Parent’s Subsidiaries is required to file any documents with the SEC. As of its filing the time it was filed with the SEC (or furnishing) date or, if amended or superseded by a filing prior to the date of this Agreement, as of then on the date of such filing): (i) each of the last such amendment, each Company Parent SEC Document complied, or if filed (or furnished) subsequent to the date of this Agreement, will comply, Documents complied as to form in all material respects with the applicable requirements of the Securities Act or the Exchange Act, Act (as the case may be, ); and the rules and regulations (ii) none of the Parent SEC promulgated thereunder applicable to such Company SEC Document. As of its filing (or furnishing) date or, if amended prior to the date of this Agreement, as of the date of the last such amendment, no Company SEC Document Documents 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 the light of the circumstances under which they were made, not misleading, and no Company except to the extent corrected: (A) in the case of Parent SEC Document Documents filed with (or furnished to) the SEC pursuant to the Exchange Act subsequent on or prior to the date of this Agreement will contain any untrue statement that were amended or superseded on or prior to the date of a material fact this Agreement, by the filing or omit to state a material fact required to be stated therein or necessary in order to make the statements therein, in light furnishing of the circumstances applicable amending or superseding Parent SEC Document; and (B) in the case of Parent SEC Documents filed or furnished after the date of this Agreement that are amended or superseded prior to the Effective Time, by the filing or furnishing of the applicable amending or superseding Parent SEC Document. The certifications and statements relating to the Parent SEC Documents required by: (A) Rule 13a-14 or Rule 15d-14 under the Exchange Act; (B) 18 U.S.C. §1350 (Section 906 of the Xxxxxxxx-Xxxxx Act); or (C) any other rule or regulation promulgated by the SEC or applicable to the Parent SEC Documents (collectively, the “Parent Certifications”) are accurate and complete, and comply as to form and content with all applicable Legal Requirements. As used in Sections 3.4, the term “file” and variations thereof shall be broadly construed to include any manner in which they were madea document or information is filed, not misleadingfurnished, submitted, supplied or otherwise made available to the SEC or any member of its staff.

SEC Filings; Financial Statements. (a) Since September 29, 2012, the The Company has filed Made Available (or furnishedmade available on the SEC website) on a timely basis to Parent accurate and complete copies of all registration statements, proxy statements and other statements, reports, schedules, forms, statements forms and other documents (including exhibits, financial statements and schedules theretofiled by the Company with, and all other information incorporated therein and amendments and supplements theretoCompany Certifications (as defined below) required to be filed with (or furnished to) the SEC by the Company (such documents and any such additional documents filed with (or furnished to) , the SEC after the date of this Agreementsince January 1, 2004, including all amendments thereto (collectively, the “Company SEC Documents”). All statements, reports, schedules, forms and other documents required to have been filed or furnished by the Company with or to the SEC since January 1, 2004 have been so filed or furnished on a timely basis. None of the Company’s Subsidiaries is required to file or furnish any documents with or to the SEC. As of its filing the time it was filed with or furnished to the SEC (or furnishing) date or, if amended or superseded by a filing prior to the date of this Agreement, as of then on the date of such filing): (i) each of the last such amendment, each Company SEC Document complied, or if filed (or furnished) subsequent to the date of this Agreement, will comply, as to form Documents complied in all material respects with the applicable requirements of the Securities Act or the Exchange Act, Act (as the case may be, ); and the rules and regulations (ii) none of the SEC promulgated thereunder applicable to such Company SEC Document. As of its filing (or furnishing) date or, if amended prior to the date of this Agreement, as of the date of the last such amendment, no Company SEC Document Documents 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 the light of the circumstances under which they were made, not misleading, and no except to the extent corrected: (A) in the case of Company SEC Document Documents filed with (or furnished to) the SEC pursuant to the Exchange Act subsequent on or prior to the date of this Agreement will contain any untrue statement that were amended or superseded on or prior to the date of a material fact this Agreement, by the filing or omit to state a material fact required to be stated therein or necessary in order to make the statements therein, in light furnishing of the circumstances under which they were madeapplicable amending or superseding Company SEC Document; and (B) in the case of Company SEC Documents filed or furnished after the date of this Agreement that are amended or superseded prior to the Closing, not misleadingby the filing or furnishing of the applicable amending or superseding Company SEC Document.

SEC Filings; Financial Statements. The Company has made all filings required to be made with the Securities and Exchange Commission (the "SEC") since December 31, 1995 and has delivered or made available to the Parent or the Operating Partnership correct and complete copies of the Company's (a) Since September 29Annual Reports on Form 10-K for the years ended December 31, 20121995 and December 31, 1996 (together, the Company has "COMPANY 10-K'S"), as filed with the SEC and (or furnishedb) on a timely basis all other reports, schedules, forms, statements and other documents registration statements (including exhibitsQuarterly Reports on Form 10-Q (collectively, financial statements the "COMPANY 10-Q'S") and schedules thereto, and all other information incorporated therein and amendments and supplements theretoCurrent Reports on Form 8-K) required to be filed with (or furnished to) the SEC by the Company (such documents and any such additional documents filed with (or furnished to) the SEC after since December 31, 1995 (the date of this Agreement, items identified in clauses (a) and (b) (in each case including all exhibits and schedules thereto and documents incorporated by reference therein) being referred to collectively as the “Company "COMPANY SEC Documents”29 20 FILINGS"). As of its filing (or furnishing) date ortheir respective dates, if amended prior to the date of this Agreement, as of the date of the last such amendment, each Company SEC Document compliedFilings, or if filed (or furnished) subsequent to the date of this Agreementtaken together with all amendments thereto, will comply, as to form comply in all material respects with the applicable requirements of the Securities Act or Act, the Exchange Act, as the case may be, Act and the rules and regulations of the SEC promulgated thereunder applicable to such Company SEC Document. As of its filing (or furnishing) date or, if amended prior to the date of this Agreement, as of the date of the last such amendment, no Company SEC Document 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, and do not misleading, and no Company SEC Document filed with (or furnished to) the SEC pursuant to the Exchange Act subsequent to the date of this Agreement will 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 therein, in light of the circumstances under which they were made, not misleading. The consolidated financial statements of the Company included or incorporated by reference in the Company 10-K's and the Company 10-Q's (a) were prepared in accordance with generally accepted accounting principles in effect during the periods involved (except, in the case of unaudited quarterly statements, as permitted by Form 10-Q under the rules and regulations of the SEC) applied on a consistent basis during the periods involved (except as may be indicated in the notes to such financial statements) and (b) fairly present in all material respects the consolidated financial position of the Company at the respective dates thereof and the consolidated results of operations and cash flows for the respective periods then ended (subject, in the case of unaudited interim financial statements, to normal year-end audit adjustments).

SEC Filings; Financial Statements. (a) Since September 29, 2012, Parent has Made Available (or made available on the SEC website) to the Company has filed (or furnished) on a timely basis accurate and complete copies of all registration statements, proxy statements, Parent Certifications and other statements, reports, schedules, forms, statements forms and other documents (including exhibits, financial statements and schedules thereto, and all other information incorporated therein and amendments and supplements thereto) required to be filed by Parent with (or furnished to) the SEC by the Company (such documents and any such additional documents filed with (or furnished to) the SEC after between December 31, 2018 and, solely for purposes of this sentence, the date of this AgreementAgreement (and for all other purposes under this Agreement since December 31, 2018), including all amendments thereto since December 31, 2018 (collectively, the “Company Parent SEC Documents”). All statements, reports, schedules, forms and other documents required to have been filed by Parent or its officers with the SEC since December 31, 2018 have been so filed on a timely basis. None of Parent’s Subsidiaries is required to file any documents with the SEC. As of its filing the time it was filed with the SEC (or furnishing) date or, if amended or superseded by a filing prior to the date of this Agreement, as of then on the date of such filing): (i) each of the last such amendment, each Company Parent SEC Document complied, or if filed (or furnished) subsequent to the date of this Agreement, will comply, Documents complied as to form in all material respects with the applicable requirements of the Securities Act or the Exchange Act, Act (as the case may be, ); and the rules and regulations (ii) none of the Parent SEC promulgated thereunder applicable to such Company SEC Document. As of its filing (or furnishing) date or, if amended prior to the date of this Agreement, as of the date of the last such amendment, no Company SEC Document Documents 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 the light of the circumstances under which they were made, not misleading, and no Company except to the extent corrected: (A) in the case of Parent SEC Document Documents filed with (or furnished to) the SEC pursuant to the Exchange Act subsequent on or prior to the date of this Agreement will contain 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 Parent SEC Document; and (B) in the case of Parent SEC Documents filed or furnished after the date of this Agreement that are amended or superseded prior to the Effective Time, by the filing or furnishing of the applicable amending or superseding Parent SEC Document. Each of the certifications and statements relating to the Parent SEC Documents required by: (A) Rule 13a-14 or Rule 15d-14 under the Exchange Act; (B) 18 U.S.C. §1350 (Section 906 of the Xxxxxxxx-Xxxxx Act); or (C) any untrue statement of a material fact other rule or omit regulation promulgated by the SEC or applicable to state a material fact required to be stated therein or necessary in order to make the statements thereinParent SEC Documents (collectively, the “Parent Certifications”) is accurate and complete, in light all material respects and complies as to form in all material respects with all applicable Legal Requirements. As used in the introduction to this Section 3 and in this Section 3.4, 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 the circumstances under which they were made, not misleadingits staff.

SEC Filings; Financial Statements. (a) Since September 29January 1, 20122014, the Company has timely filed or otherwise furnished (or furnishedas applicable) on a timely basis all registration statements, prospectuses, forms, reports, schedules, formscertifications, statements and other documents (including exhibits, financial statements and schedules thereto, and all other information incorporated therein and amendments and supplements thereto) required to be filed with (or furnished toby 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”) the SEC by the Company (such documents and any such additional other documents filed by the Company or any Company Subsidiary with (the SEC, as have been supplemented, modified or furnished to) amended since the SEC after the date time of this Agreementfiling, collectively, the “Company SEC Documents”). As of its 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 (or furnishing) date in the case of all other Company SEC Documents), or, in each case, if amended prior to the date of this Agreement, as of the date of the last such amendment, each the Company SEC Document complied, or if filed Documents (or furnishedi) subsequent to the date of this Agreement, will comply, as to form in all material respects with the requirements of the Securities Act or the Exchange Act, as the case may be, and the rules and regulations of the SEC promulgated thereunder applicable to such Company SEC Document. As of its filing (or furnishing) date or, if amended prior to the date of this Agreement, as of the date of the last such amendment, no Company SEC Document 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, did not misleading, and no Company SEC Document filed with (or furnished to) the SEC pursuant to the Exchange Act subsequent to the date of this Agreement will 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 misleadingmisleading 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 the Company SEC Documents, including the related notes and schedules (collectively, the “Company Financial Statements”) (A) have been prepared in a manner consistent with the books and records of the Company and the Company Subsidiaries, (B) 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), (C) 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 (D) fairly present in all material respects the consolidated financial position and the consolidated results of operations, cash flows and changes in shareholders’ 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 3, 2015, 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. The books and records of the Company and the Company Subsidiaries that provide a basis for the financial statements of such entities, have been, and are being, maintained in all material respects in accordance with GAAP (to the extent applicable) and any other applicable legal and accounting requirements.

SEC Filings; Financial Statements. (a) Since September 29January 1, 20122008, the Company has filed with or otherwise furnished to (or furnishedas applicable) on a timely basis the SEC all reportsregistration statements, schedulesprospectuses, forms, statements reports, definitive proxy statements, schedules and other documents (including exhibits, financial statements and schedules thereto, and all other information incorporated therein and amendments and supplements thereto) required to be filed with (or furnished to) the SEC by the Company (such documents and any such additional documents filed with (or furnished to) the SEC after the date of this Agreement, the “Company SEC Documents”). As of its filing (or furnishing) date or, if amended prior to the date of this Agreement, as of the date of the last such amendment, each Company SEC Document complied, or if filed (or furnished) subsequent to the date of this Agreement, will comply, as to form in all material respects with the requirements of it under the Securities Act or the Exchange Act, as the case may be, together with all certifications required pursuant to the Sxxxxxxx-Xxxxx Act of 2002, as amended (the “Sxxxxxxx-Xxxxx Act”) (such documents and any other documents filed by the rules Company with the SEC, as have been supplemented, modified or amended since the time of filing and regulations including all schedules, exhibits and other information incorporated by reference therein, collectively, the “Company SEC Documents”). All of the SEC promulgated thereunder applicable to such Company SEC DocumentDocuments have been timely filed or furnished to the SEC. As of its their respective filing (or furnishing) date dates or, if supplemented, modified or amended prior to since the date time of this Agreementfiling, as of the date of the last such most recent supplement, modification or amendment, no the Company SEC Document contained Documents (a) did not 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 omitted 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 misleadingmisleading and (b) complied, and no Company SEC Document filed in the case of filings made after the date hereof, will comply, in all material respects with (or furnished to) the SEC pursuant to applicable requirements of the Exchange Act subsequent or the Securities Act, as the case may be, and the Sxxxxxxx-Xxxxx Act, each in effect on the date 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 SEC by law or by contract. The audited consolidated financial statements and unaudited consolidated interim financial statements of the Company and the consolidated Company Subsidiaries including the related notes and schedules included, or incorporated by reference, in the Company SEC Documents (collectively, the “Company Financial Statements”) (i) 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 this Agreement will contain 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 adjustments and as may be permitted by the SEC on Form 10-Q, Form 8-K or any untrue statement of a material fact successor or omit to state a material fact required like form under the Exchange Act and that were not or are not expected to be stated therein or necessary material in order to make the statements thereinnature) and (iii) fairly present, or, in light 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 common stock equity of the circumstances Company and the consolidated Company Subsidiaries as of the dates and for the periods referred to therein (except, in the case of interim financial statements, for normal and recurring year-end adjustments and as may be permitted by the SEC on Form 10-Q, Form 8-K or any successor or like form under which they the Exchange Act and that were made, not misleadingor are not expected to be material in nature).

SEC Filings; Financial Statements. (a) Since September 29, 2012, the The Company has filed delivered or Made Available (or furnishedmade available on the SEC website) on a timely basis to Parent accurate and complete copies of all registration statements, proxy statements, Company Certifications and other statements, reports, schedules, forms, statements forms and other documents (including exhibits, financial statements and schedules thereto, and all other information incorporated therein and amendments and supplements thereto) required to be filed with (or furnished to) the SEC by the Company with the SEC, including all amendments thereto, since January 1, 2014 (such documents and any such additional documents filed with (or furnished to) the SEC after the date of this Agreementcollectively, the “Company SEC Documents”). All statements, reports, schedules, forms and other documents required to have been filed by the Company or to the best of the knowledge of the Company, its officers with the SEC since January 1, 2014 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 its filing the time it was filed with the SEC (or furnishing) date or, if amended or superseded by a filing prior to the date of this Agreement, as of then on the date of such filing): (i) each of the last such amendment, each Company SEC Document complied, or if filed (or furnished) subsequent to the date of this Agreement, will comply, Documents complied as to form in all material respects with the applicable requirements of the Securities Act or the Exchange Act, Act (as the case may be, ); and the rules and regulations (ii) none of the SEC promulgated thereunder applicable to such Company SEC Document. As of its filing (or furnishing) date or, if amended prior to the date of this Agreement, as of the date of the last such amendment, no Company SEC Document Documents 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 the light of the circumstances under which they were made, not misleading. Each of the certifications and statements relating to the Company SEC Documents required by: (A) Rule 13a-14 or Rule 15d-14 under the Exchange Act; (B) 18 U.S.C. §1350 (Section 906 of the Xxxxxxxx-Xxxxx Act); or (C) any other rule or regulation promulgated by the SEC or applicable to the Company SEC Documents (collectively, the “Company Certifications”) is accurate and complete, and no Company SEC Document filed complies as to form in all material respects with (all applicable Legal Requirements. As used in the introduction to this Section 2 and in this Section 2.6, the term “file” and variations thereof shall be broadly construed to include any manner in which a document or furnished to) information is filed, furnished, submitted, supplied or otherwise made available to the SEC pursuant to the Exchange Act subsequent to the date or any member of this Agreement will 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 therein, in light of the circumstances under which they were made, not misleadingits staff.

SEC Filings; Financial Statements. (a) Since September 29January 1, 20122017, the Company has has, in all material respects, timely filed with or otherwise furnished (or furnishedas applicable) on a timely basis to the U.S. Securities and Exchange Commission (“SEC”) all registration statements, prospectuses, forms, reports, proxy statements, schedules, forms, statements and other documents (including exhibits, financial statements and schedules thereto, and all other information incorporated therein and amendments and supplements thereto) required to be filed with (or furnished to) by it with the SEC by the Company (such documents and any such additional documents filed with (or furnished to) the SEC after the date of this Agreement, the “Company SEC Documents”). As of its filing (or furnishing) date or, if amended prior to the date of this Agreement, as of the date of the last such amendment, each Company SEC Document complied, or if filed (or furnished) subsequent to the date of this Agreement, will comply, as to form in all material respects with the requirements of under the Securities Act or the Exchange Act, as the case may be, be (such documents and any other documents filed or furnished by the rules and regulations of Company with the SEC promulgated thereunder applicable to such since January 1, 2017, as have been supplemented, modified or amended since the time of filing, collectively, the “Company SEC DocumentDocuments”). As of its their respective filing (or furnishing) date dates or, if supplemented, modified or amended prior to the date of this Agreementhereof, as of the date of the last such most recent supplement, modification or amendment, no the Company SEC Document contained any untrue statement of a material fact or omitted Documents (i) did not (or, with respect 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, and no Company SEC Document Documents filed with (or furnished to) the SEC pursuant to the Exchange Act subsequent to after the date of this Agreement 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 misleadingmisleading and (ii) 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 Xxxxxxxx-Xxxxx Act, as the case may be, and the applicable rules and regulations of the SEC thereunder 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’s Subsidiaries is required to file periodic reports with the SEC. 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.

SEC Filings; Financial Statements. (a) Since September 29, 2012Except as set forth in Schedule 2.9(a), the Company has filed (or furnished) on a timely basis all reports, schedules, forms, statements reports and other documents (including exhibits, financial statements and schedules thereto, and all other information incorporated therein and amendments and supplements thereto) required to be filed with (or furnished to) the SEC since January 1, 2010, all of which are available to the Purchaser on the website maintained by the SEC at xxxx://xxx.xxx.xxx (the “SEC Website”). All such required forms, reports and documents (including those that the Company (such documents and any such additional documents filed with (or furnished to) the SEC after may file subsequent to the date of this Agreement, hereof) are referred to herein collectively as the “Company SEC DocumentsReports”). In addition, all documents filed as exhibits to the Company SEC Reports (“Exhibits”) are available on the SEC Website. All documents required to be filed as Exhibits to the Company SEC Reports have been so filed. As of its their respective filing (or furnishing) date ordates, if amended prior to the date of this Agreement, as of the date of the last such amendment, each Company SEC Document complied, or if filed Reports (or furnishedi) subsequent to the date of this Agreement, will comply, as to form complied in all material respects with the requirements of the Securities Act or the Securities and Exchange Act of 1934, as amended (the “Exchange Act”), as the case may be, and the rules and regulations of the SEC promulgated thereunder applicable to such Company SEC Document. As of its filing Reports, and (ii) did not at the time they were filed (or furnishing) date or, if amended or superseded by a subsequent filing prior to the date of this Agreement, as of then on the date of the last such amendment, no Company SEC Document 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, and no Company SEC Document filed with (or furnished tosubsequent filing) the SEC pursuant to the Exchange Act subsequent to the date of this Agreement will 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 therein, in the light of the circumstances under which they were made, not misleading. The Company is engaged only in the business described in the Company SEC Reports and the Company SEC Reports contain a complete and accurate description in all material respects of the Company’s and the Subsidiary’s business.

SEC Filings; Financial Statements. (a) Since September 29, 2012As of the date hereof, the Company has Made Available to Parent all material written correspondence between any of the Acquired Companies on the one hand, and the SEC on the other hand, since December 31, 2014. To the Knowledge of the Company, all Company SEC Documents required to have been filed (or furnished) furnished by the Company or its officers with the SEC since December 31, 2014 have been so filed or furnished on a timely basis all reportsbasis, schedules, forms, statements including any certification or statement required by: (i) Rule 13a-14 or Rule 15d-14 under the Exchange Act (and Section 302 of the Xxxxxxxx-Xxxxx Act); (ii) Section 906 of the Xxxxxxxx-Xxxxx Act; and (iii) any other documents (including exhibits, financial statements and schedules thereto, and all other information incorporated therein and amendments and supplements thereto) required to be filed with (rule or furnished to) regulation promulgated by the SEC by or applicable to the Company SEC Documents filed on or after December 31, 2014 (such documents and any such additional documents filed with (or furnished to) the SEC after the date of this Agreementcollectively, the “Company SEC DocumentsCertifications”). None of the Acquired Companies, other than the Company and any Subsidiary that is registered with the SEC as an investment adviser or broker-dealer, is required to file any documents with the SEC. As of its filing the time it was filed with or furnished to the SEC (or furnishing) date or, if amended or superseded by a filing prior to the date of this Agreement, then on the date of such filing or, in the case of any Company SEC Document that is a registration statement filed pursuant to the requirements of the Securities Act, as of the effective date of the last such amendment, Company SEC Document): (A) each Company SEC Document complied, or if filed (or furnished) subsequent to the date of this Agreement, will comply, as to form complied in all material respects with the applicable requirements of the Securities Act or the Exchange Act, Act (as the case may be, ); and the rules and regulations of the SEC promulgated thereunder applicable to such Company SEC Document. As of its filing (or furnishingB) date or, if amended prior to the date of this Agreement, as of the date of the last such amendment, no Company SEC Document 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, and no Company SEC Document filed with (or furnished to) the SEC pursuant to the Exchange Act subsequent to the date of this Agreement will 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 therein, in light of the circumstances under which they were made, not misleading.

SEC Filings; Financial Statements. (a) Since September 29January 1, 20122009, the Company has timely filed or otherwise furnished (or furnishedas applicable) on a timely basis all registration statements, prospectuses, forms, reports, definitive proxy statements, schedules, forms, statements and other documents (including exhibits, financial statements and schedules thereto, and all other information incorporated therein and amendments and supplements thereto) required to be filed with (or furnished to) the SEC by the Company (such documents and any such additional documents filed with (or furnished to) the SEC after the date of this Agreement, the “Company SEC Documents”). As of its filing (or furnishing) date or, if amended prior to the date of this Agreement, as of the date of the last such amendment, each Company SEC Document complied, or if filed (or furnished) subsequent to the date of this Agreement, will comply, as to form in all material respects with the requirements of 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 rules and regulations Company or any Company Subsidiary with the SEC, as have been supplemented, modified or amended since the time of filing, collectively, the SEC promulgated thereunder applicable to such “Company SEC DocumentDocuments”). As of its their respective filing dates the Company SEC Documents (i) did not (or furnishing) date or, if amended prior with respect to Company SEC Documents filed after the date of this Agreementhereof, as of the date of the last such amendment, no Company SEC Document 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, and no Company SEC Document filed with (or furnished towill not) the SEC pursuant to the Exchange Act subsequent to the date of this Agreement will 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. 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 (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,

SEC Filings; Financial Statements. BEA has delivered to Seller accurate and complete copies of any report, registration statement and definitive proxy statement filed by BEA with the Securities and Exchange Commission (athe "SEC") Since September 29after May 1, 20121999 (the "BEA SEC Documents") and will make available to Seller accurate and complete copies of all such reports and registration statements filed after the date hereof and prior to the Closing. All statements, the Company has filed (or furnished) on a timely basis all reports, schedules, forms, statements forms and other documents (including exhibits, financial statements and schedules thereto, and all other information incorporated therein and amendments and supplements thereto) required to be have been filed by BEA with (or furnished to) the SEC by the Company (such documents and any such additional documents filed with (or furnished to) the SEC after the date of this Agreement, the “Company SEC Documents”)have been so filed. As of its filing the time it was filed with the SEC (or furnishing) date or, if amended or superseded by a filing prior to the date of this Agreement, as of then on the date of such filing): (x) each of the last such amendment, each Company BEA SEC Document complied, or if filed (or furnished) subsequent to the date of this Agreement, will comply, as to form Documents complied in all material respects with the applicable requirements of the Securities Act or the Exchange Act, Act (as the case may be, ); and the rules and regulations (y) none of the BEA SEC promulgated thereunder applicable to such Company SEC Document. As of its filing (or furnishing) date or, if amended prior to the date of this Agreement, as of the date of the last such amendment, no Company SEC Document Documents 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 the light of the circumstances under which they were made, not misleading. The consolidated financial statements contained in the BEA SEC Documents: (x) complied as to form in all material respects with the published rules and regulations of the SEC applicable thereto; (y) were prepared in accordance with generally accepted accounting principles applied on a consistent basis throughout the periods covered (except as may be indicated in the notes to such financial statements and, in the case of unaudited statements, as permitted by Form 10-Q of the SEC, and except that unaudited financial statements may not contain footnotes and are subject to normal and recurring year-end audit adjustments which will not, individually or in the aggregate, be material in amount); and (z) fairly present, in all material respects, the consolidated financial position, in all material respects, of BEA and its subsidiaries as of the respective dates thereof and the consolidated results of operations of BEA and its subsidiaries for the periods covered thereby. To the knowledge of senior management of BEA, no Company material adverse change in BEA's business or financial condition, taken as a whole, has occurred since its most recently filed Form 10-Q, except (i) as disclosed in any BEA SEC Document filed with (or furnished to) the SEC pursuant to the Exchange Act subsequent to amended after the date of this Agreement will contain such Form 10-Q, (ii) as disclosed to Seller, or (iii) for any untrue statement changes in the economy in general (or in the overall industry in which BEA operates) or in any stock market or trading system (including, without limitation, any change in the value of a material fact or omit 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 misleadingany trading indices with respect thereto).

SEC Filings; Financial Statements. (a) Since September 29The Company has Made Available to Parent accurate and complete copies of all Company SEC Documents filed since June 4, 20122010, as well as all comment letters received by the Company has filed (from the SEC and all responses to such comment letters provided to the SEC by or furnished) on a timely basis all behalf of the Company since such date. All statements, reports, schedules, forms, statements forms and other documents (including exhibits, financial statements and schedules thereto, and all other information incorporated therein and amendments and supplements thereto) required to be have been filed with (or furnished to) the SEC by the Company (such documents and any such additional documents filed or its officers with (or furnished to) the SEC since June 4, 2010 have been so filed on a timely basis, including any certification or statement required by: (i) Rule 13a-14 or Rule 15d-14 under the Exchange Act (and Section 302 of the Xxxxxxxx-Xxxxx Act); (ii) Section 906 of the Xxxxxxxx-Xxxxx Act; and (iii) any other rule or regulation promulgated by the SEC or applicable to the Company SEC Documents filed on or after the date of this AgreementJune 4, 2010 (collectively, the “Company SEC DocumentsCertifications”). Each of the Certifications are accurate and complete, and comply in all material respects as to form and content with all applicable Legal Requirements. None of the Company Subsidiaries is required to file any documents with the SEC. As of its filing the time it was filed with the SEC (or furnishing) date or, if amended or superseded by a filing prior to the date of this Agreement, as of then on the date of such filing): (A) each of the last such amendment, each Company SEC Document complied, or if filed (or furnished) subsequent to the date of this Agreement, will comply, as to form Documents complied in all material respects with the applicable requirements of the Securities Act or the Exchange Act, Act (as the case may be, ); and the rules and regulations (B) none of the SEC promulgated thereunder applicable to such Company SEC Document. As of its filing (or furnishing) date or, if amended prior to the date of this Agreement, as of the date of the last such amendment, no Company SEC Document Documents 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 the light of the circumstances under which they were made, not misleading. As used in this Agreement, the term “file” and no Company SEC Document filed with (variations thereof, when used in reference to the SEC, shall be broadly construed to include any manner in which a document or furnished to) information is furnished, supplied or otherwise made available to the SEC pursuant and made publicly available on XXXXX (other than documents or information that are provided by the Company to the Exchange Act subsequent to the date of this Agreement will 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 therein, in light staff of the circumstances under which they were made, SEC on a supplemental basis and are not misleadingmade publicly available on XXXXX).

SEC Filings; Financial Statements. (a) Since September 29, 2012As used herein, the “Company has filed (or furnished) on a timely basis SEC Documents” means all reports, schedules, forms, statements and other documents (including exhibitsfiled or furnished, financial statements and schedules theretoas applicable, and all other information incorporated therein and amendments and supplements thereto) required to be filed with (or furnished to) the SEC by the Company under the Securities Exchange Act of 1934, as amended (such the “Exchange Act”), including pursuant to Section 13(a) or 15(d) thereof, including the exhibits thereto and documents incorporated by reference therein. The Company has filed all SEC Documents as required on a timely basis and any such additional documents filed with (or furnished to) as of their respective filing dates during the SEC after 12 months preceding the date of this Agreement, hereof; the “Company SEC Documents”). As of its filing (or furnishing) date orDocuments since December 31, if amended prior to the date of this Agreement, as of the date of the last such amendment, each Company SEC Document complied, or if filed (or furnished) subsequent to the date of this Agreement, will comply, as to form 2015 complied in all material respects with the requirements of the Securities Exchange Act or the Exchange Act, as the case may be, and the rules and regulations of the SEC Securities and Exchange Commission (the “SEC”) promulgated thereunder applicable to such thereunder; and none of these Company SEC Document. As of its filing (or furnishing) date orDocuments, if amended prior to the date of this Agreementwhen filed, as of the date of the last such amendment, no Company SEC Document 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, therein in light of the circumstances under which they were made, made not misleading. The consolidated financial statements contained in the Company SEC Documents since December 31, 2017: (i) complied in all material respects with applicable accounting requirements and the published rules and regulations of the SEC applicable thereto; (ii) were prepared in accordance with generally accepted accounting principles applied on a consistent basis throughout the periods covered, except in the case of unaudited statements as permitted by Form 10-Q of the SEC, and no Company SEC Document filed with except that unaudited financial statements may not contain footnotes and are subject to year-end audit adjustments; and (or furnished toiii) fairly present the SEC pursuant to the Exchange Act subsequent to the date of this Agreement will 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 therein, in light consolidated financial position of the circumstances under which they were made, not misleadingCompany and its subsidiaries as of the respective dates thereof and the consolidated results of operations cash flows and the changes in shareholders’ equity of the Company and its subsidiaries for the periods covered thereby.

SEC Filings; Financial Statements. (a) Since September 29, 2012, the The Company has filed delivered or Made Available (or furnishedmade available on the SEC website) on a timely basis to Parent accurate and complete copies of all registration statements, proxy statements, Company Certifications (as defined below) and other statements, reports, schedules, forms, statements forms and other documents (including exhibits, financial statements and schedules thereto, and all other information incorporated therein and amendments and supplements thereto) required to be filed with (or furnished to) the SEC by the Company (such documents and any such additional documents filed with (or furnished to) the SEC after the date of this Agreementsince July 1, 2006, 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 or its officers with the SEC 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 its filing the time it was filed with the SEC (or furnishing) date or, if amended or superseded by a filing prior to the date of this Agreement, as of then on the date of such filing): (i) each of the last such amendment, each Company SEC Document complied, or if filed (or furnished) subsequent to the date of this Agreement, will comply, Documents complied as to form in all material respects with the applicable requirements of the Securities Act or the Exchange Act, Act (as the case may be, ); and the rules and regulations (ii) none of the SEC promulgated thereunder applicable to such Company SEC Document. As of its filing (or furnishing) date or, if amended prior to the date of this Agreement, as of the date of the last such amendment, no Company SEC Document Documents 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 the light of the circumstances under which they were made, not misleading, and no except to the extent corrected: (A) in the case of Company SEC Document Documents filed with (or furnished to) the SEC pursuant to the Exchange Act subsequent on or prior to the date of this Agreement will contain any untrue statement that were amended or superseded on or prior to the date of a material fact this Agreement, by the filing or omit to state a material fact required to be stated therein or necessary in order to make the statements therein, in light furnishing of the circumstances applicable amending or superseding Company SEC Document; and (B) in the case of Company SEC Documents filed or furnished after the date of this Agreement that are amended or superseded prior to the 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: (A) Rule 13a-14 or Rule 15d-14 under the Exchange Act; (B) 18 U.S.C. §1350 (Section 906 of the Xxxxxxxx-Xxxxx Act); or (C) 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. As used in Sections 2.4, the term “file” and variations thereof shall be broadly construed to include any manner in which they were madea document or information is filed, not misleadingfurnished, submitted, supplied or otherwise made available to the SEC or any member of its staff.

SEC Filings; Financial Statements. (a) Since September 29, 2012, the Company Acquiror has filed (or furnished) on a timely basis all reports, schedules, forms, statements reports and other documents (documents, including exhibits, financial statements and schedules any exhibits thereto, and all other information incorporated therein and amendments and supplements thereto) required to be filed by it with the Securities and Exchange Commission (or furnished tothe “SEC”) pursuant to the Securities Act, the Exchange Act and the rules and regulations of the SEC by promulgated thereunder since the Company (such documents and any such additional documents filing of Acquiror’s registration statement on Form S-1 filed with (or furnished to) the SEC after the date of this Agreementon March 9, 2021, together with any amendments, restatements or supplements thereto (collectively, the “Company Acquiror SEC DocumentsReports”). Acquiror has furnished to the Company true and correct copies of all amendments and modifications that have not been filed by Acquiror with the SEC to all agreements, documents and other instruments that previously had been filed by Acquiror with the SEC and are currently in effect. As of its filing (or furnishing) date ortheir respective dates, if amended prior to the date of this Agreement, as of the date of the last such amendment, each Company Acquiror SEC Document complied, or if filed (or furnished) subsequent to the date of this Agreement, will comply, as to form Reports complied in all material respects with the applicable requirements of the Securities Act or Act, the Exchange Act and the Xxxxxxxx-Xxxxx Act, as the case may be, and the rules and regulations of promulgated thereunder, and did not, at the SEC promulgated thereunder applicable to such Company SEC Document. As of its filing (or furnishing) date time they were filed, or, if amended prior to the date of this Agreementamended, as of the date of the last such amendment, no Company SEC Document 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, and no Company SEC Document filed with (or furnished to) the SEC pursuant to the Exchange Act subsequent to the date of this Agreement will 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. Each director and executive officer of Acquiror has filed with the SEC on a timely basis all statements required with respect to Acquiror by Section 16(a) of the Exchange Act and the rules and regulations thereunder. As used in this Section 5.07, 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 or NYSE.

SEC Filings; Financial Statements. The Parent has made all filings required to be made with the SEC since December 31, 1996 and has delivered or made available to the Company correct and complete copies of its (a) Since September 29Annual Report on Form 10-K for the year ended December 31, 20121996 (the "PARENT 10-K"), as filed with the Company has filed SEC, (b) proxy statements relating to all of the Parent's meetings of shareholders (whether annual or furnishedspecial) on a timely basis since December 31, 1996 and (c) all other reports, schedules, forms, statements and other documents registration statements (including exhibitsQuarterly Reports on Form 10-Q (collectively, financial statements the "PARENT 10-Q'S") and Current Reports on Form 8-K) filed 48 39 by the Parent with the SEC since December 31, 1996 (the items identified in clauses (a), (b) and (c) (in each case including all exhibits and schedules thereto, thereto and all other information documents incorporated therein and amendments and supplements theretoby reference therein) required being referred to be filed with (or furnished to) collectively as the "PARENT SEC by the Company (such documents and any such additional documents filed with (or furnished to) the SEC after the date of this Agreement, the “Company SEC Documents”FILINGS"). As of its filing (or furnishing) date ortheir respective dates, if amended prior to the date of this AgreementParent SEC Filings, as of the date of the last such amendmenttaken together with all amendments thereto, each Company SEC Document complied, or if filed (or furnished) subsequent to the date of this Agreement, will comply, as to form comply in all material respects with the applicable requirements of the Securities Act or Act, the Exchange Act, as the case may be, Act and the rules and regulations of the SEC promulgated thereunder applicable to such Company SEC Document. As of its filing (or furnishing) date or, if amended prior to the date of this Agreement, as of the date of the last such amendment, no Company SEC Document 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, and do not misleading, and no Company SEC Document filed with (or furnished to) the SEC pursuant to the Exchange Act subsequent to the date of this Agreement will 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 therein, in light of the circumstances under which they were made, not misleading. The consolidated financial statements of the Parent included or incorporated by reference in the Parent 10-K and the Parent 10-Q's (a) have been prepared in accordance with generally accepted accounting principles in effect during the periods involved (except, in the case of unaudited quarterly statements, as permitted by Form 10-Q under the rules and regulations of the SEC) (except as may be indicated in the notes to such financial statements) and (b) fairly present in all material respects the consolidated financial position of the Parent and the Operating Partnership at the respective dates thereof and the consolidated results of operations and cash flows for the respective periods then ended (subject, in the case of unaudited interim financial statements, to normal year-end adjustments).

SEC Filings; Financial Statements. (a) Since September 29, 2012, Each of Parent and the Company Parent Subsidiaries has filed (or furnished) on a timely basis all forms, reports, schedules, forms, statements and other documents (including exhibits, financial statements and schedules thereto, and all other information incorporated therein and amendments and supplements thereto) required to be filed with (or furnished to) the SEC by the Company since June 17, 2005 (such documents and any such additional documents filed with (or furnished to) the SEC after the date of this Agreement, the “Company Parent SEC DocumentsReports”). As of its filing (or furnishing) date or, if amended prior to the date of this Agreement, as of the date of the last such amendment, each Company SEC Document complied, or if filed (or furnished) subsequent to the date of this Agreement, will comply, as to form 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 Act, as the case may be, and the rules and regulations of promulgated thereunder, each as in effect on the date so filed, except to the extent updated, amended, restated or corrected by a subsequent Parent SEC Report filed or furnished to the SEC promulgated thereunder applicable to such Company SEC Document. As of its filing (or furnishing) date orby Parent, if amended and in either case, publicly available prior to the date of hereof (each, a “Parent Filed SEC Report”). Notwithstanding the foregoing, the report on Form 10-Q to be filed with the SEC on November 14, 2005 shall be deemed, for all purposes under this Agreement, as a “Parent Filed SEC Report”. None of the Parent SEC Reports (including, any financial statements or schedules included or incorporated by reference therein) contained when filed, and any Parent SEC Reports filed with the SEC subsequent to the date of the last such amendmenthereof will not contain, no Company SEC Document 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, except to the extent updated, amended, restated or corrected by a subsequent Parent Filed SEC Report. The principal executive officer of Parent and no Company SEC Document filed with the principal financial officer of Parent (or furnished toand each former principal executive officer of Parent and each former principal financial officer of Parent, as applicable) have made the certifications required by Sections 302 and 906 of, and Parent has complied in all material respects with, the Xxxxxxxx-Xxxxx Act of 2002 (the “Xxxxxxxx-Xxxxx Act”), and the rules and regulations of the SEC promulgated thereunder with respect to Parent’s filings pursuant to the Exchange Act subsequent to the date of this Agreement will 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 therein, in light Act. For purposes of the circumstances under which they were madepreceding sentence, not misleading.“principal executive officer” and “principal financial officer” shall have the meanings given to such terms in the Xxxxxxxx-Xxxxx Act..

SEC Filings; Financial Statements. (a) Since September 29, 2012, the Company West Coast has filed (or furnished) on a timely basis will file and has made or will make available to FNB all forms, reports, schedules, forms, statements and other documents (including exhibits, financial statements and schedules thereto, and all other information incorporated therein and amendments and supplements thereto) required to be filed by West Coast with (or furnished to) the SEC by the Company since January 1, 1993 (such documents and any such additional documents filed with (or furnished to) the SEC after the date of this Agreementcollectively, the “Company "West Coast SEC Documents”Reports"). As of its filing The West Coast SEC Reports (or furnishingi) date orat the time filed, if amended prior to the date of this Agreement, as of the date of the last such amendment, each Company SEC Document complied, or if filed (or furnished) subsequent to the date of this Agreement, will comply, as to form complied in all material respects with the applicable requirements of the Securities 1933 Act or and the Exchange 1934 Act, as the case may be, and (ii) did not at the rules and regulations of the SEC promulgated thereunder applicable to such Company SEC Document. As of its filing time they were filed (or furnishing) date or, if amended or superseded by a filing prior to the date of this Agreement, as of then on the date of the last such amendment, no Company SEC Document 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, and no Company SEC Document filed with (or furnished tofiling) the SEC pursuant to the Exchange Act subsequent to the date of this Agreement will contain any untrue statement of a material fact or omit to state a material fact required to be stated therein in such West Coast SEC Reports or necessary in order to make the statements thereinin such West Coast SEC Reports, in light of the circumstances under which they were made, not misleadingmisleading (except any statement or omission therein which has been corrected or otherwise disclosed or updated in a subsequent West Coast SEC Report). Except for West Coast Subsidiaries that are registered as a broker, dealer or investment advisor, none of West Coast's Subsidiaries is required to file any forms, reports, or other documents with the SEC. West Coast has made available to FNB a copy of the balance sheets and the related consolidated statements of income, consolidated statement of changes in shareholders' equity (including related notes and schedules) of its subsidiary banks as of and for the three year period ended December 31, 1995 and consolidated statements or earnings releases for West Coast and its consolidated subsidiaries as of and for the three year period ended December 31, 1995 and subsequent interim periods that have been prepared by or for West Coast as of the date of this Agreement.

SEC Filings; Financial Statements. (a) Since September 29, 2012, the Company YieldUP has filed (or furnished) on a timely basis and made available to Parent all forms, reports, schedules, forms, statements and other documents (including exhibits, financial statements and schedules thereto, and all other information incorporated therein and amendments and supplements thereto) required to be filed by YieldUP with (or furnished to) the SEC since January 1, 1996 (including all exhibits, notes, and schedules thereto and documents incorporated by the Company reference therein) (all such documents forms, reports, and documents, including any such additional forms, reports, and documents filed with (or furnished to) the SEC after the date of this Agreementhereof, being collectively called the “Company "YieldUP SEC Documents”Reports" and individually called a "YieldUP SEC Report"). As The YieldUP SEC Reports (i) at the time filed, with respect to all of its filing the YieldUP SEC Reports other than registration statements filed under the Securities Act of 1933, as amended (the "Securities Act"), or furnishing) date orat the time of their respective effective dates, if amended prior with respect to registration statements filed under the Securities Act, complied, and any YieldUP SEC Reports filed with the SEC after the date of this Agreement, as of the date of the last such amendment, each Company SEC Document complied, or if filed (or furnished) subsequent to the date of this Agreement, hereof will comply, as to form in all material respects with the applicable requirements of the Securities Act or the Exchange Act, as the case may be, and (ii) did not, and any YieldUP SEC Reports filed after the rules and regulations date hereof will not, at the time filed or at the time of their respective effective dates, as the SEC promulgated thereunder applicable to such Company SEC Document. As of its filing case may be (or furnishing) date or, if amended or superseded by a filing prior to the date of this Agreement, as of then on the date of the last such amendmentfiling), no Company SEC Document 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, and no Company SEC Document filed with (or furnished to) the SEC pursuant to the Exchange Act subsequent to the date of this Agreement will 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 therein, in light of the circumstances under which they were made, not misleading.such YieldUP

SEC Filings; Financial Statements. (a) Since September 29All registration statements, 2012prospectuses, reports required by Section 13 or 15(d) of the Company has filed Exchange Act and filings pursuant to Regulation D promulgated under the Securities Act (or furnished) on a timely basis including, in each case, all reports, schedules, forms, statements and other documents (including exhibits, financial statements exhibits and schedules thereto, and all other information incorporated therein and amendments and supplements thereto) required to be filed with (or furnished to) the SEC by the Company with the SEC since January 1, 2006 have been so filed or furnished, and the Company will file prior to the expiration date of the Offer all forms, reports and documents with the SEC that are required to be filed or furnished by it prior to such time (all such documents forms, reports and documents, together with any such additional other forms, reports or other documents filed with (or furnished to(as applicable) by the Company with the SEC after January 1, 2006 and on or prior to the expiration date of this Agreementthe Offer that are not required to be so filed or furnished, the “Company SEC Documents”). As of its filing the time it was filed or will be filed (or furnishingas the case may be) date with the SEC (or, if amended prior to or superseded by a filing, then on the date of this Agreement, as such filing): (i) each of the date of the last such amendment, each Company SEC Document complied, Documents complied or if filed will comply (or furnishedas the case may be) subsequent to the date of this Agreement, will comply, as to form in all material respects with the applicable requirements of the Securities Act or the Exchange Act, Act (as the case may be), and the rules and regulations with all applicable provisions of the SEC promulgated thereunder applicable to Xxxxxxxx-Xxxxx Act, each as in effect on the date such Company SEC Document. As of its filing Document was, or will be, filed; and (or furnishingii) date or, if amended prior to the date of this Agreement, as none of the date of the last such amendment, no Company SEC Document Documents contained or will contain (as the case may be) any untrue statement of a material fact or omitted or will omit (as the case may be) to state a material fact required to be stated therein or necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading, . True and no correct copies of all Company SEC Document Documents filed with (or furnished to) the SEC pursuant to the Exchange Act subsequent prior to the date of this Agreement will contain any untrue statement of a material fact hereof, whether or omit not required under applicable laws, have been furnished to state a material fact required to be stated therein Parent or necessary are publicly available in order to make the statements thereinElectronic Data Gathering, in light Analysis and Retrieval (XXXXX) database of the circumstances under which they were made, not misleadingSEC.

SEC Filings; Financial Statements. (a) Since September 29, 2012, the The Company has filed (or furnished) on a timely basis otherwise transmitted all forms, reports, schedulesstatements, forms, statements certifications and other documents (including together with all exhibits, financial statements and schedules thereto, and all other information incorporated therein and amendments and supplements thereto) required to be filed by it with the Securities and Exchange Commission (or furnished tothe “SEC”) the SEC by the Company since January 1, 2010 (all such documents forms, reports, statements, certificates and any such additional other documents filed with (or furnished to) the SEC after the date of this Agreementsince January 1, 2010, collectively, the “Company SEC DocumentsReports”). As Each of its filing the SEC Reports, when filed (or furnishing) date or, if amended with respect to any SEC Reports filed prior to the date of this Agreementhereof, as of the date of the last such amendment, each Company SEC Document complied, amended or if filed (or furnished) subsequent supplemented prior to the date of this Agreementhereof, will complyif applicable), complied as to form in all material respects with the applicable requirements of the Securities Act of 1933, as amended (the “Securities Act”) and the rules and regulations promulgated thereunder or the Exchange ActAct and the rules and regulations promulgated thereunder, as the case may be, and each as in effect on the rules and regulations date so filed. None of the SEC promulgated thereunder applicable to such Company SEC Document. As of its filing Reports contained, when filed (or furnishing) date or, if amended with respect to any SEC Reports filed prior to the date of this Agreementhereof, as of amended or supplemented prior to the date of the last such amendmenthereof, no Company SEC Document contained if applicable), any untrue statement of a material fact or omitted to state a material fact required to be stated or incorporated by reference therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading. Each SEC Report that is a registration statement, and no Company SEC Document as amended or supplemented, if applicable, filed with (or furnished to) the SEC pursuant to the Exchange Act subsequent to Securities Act, as of the date of this Agreement will such registration statement became effective, did not contain any untrue statement of a material fact or omit to state a any material fact required to be stated or incorporated by reference therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, therein not misleading.

SEC Filings; Financial Statements. (aA) Since September 29, 2012, the The Company has filed or furnished (as required or furnishedpermitted) on a timely basis all forms, reports, schedules, formsproxy statements, registration statements and other documents (including exhibits, financial statements exhibits and schedules thereto, and all other information incorporated therein and amendments and supplements theretotherein) required to be filed with (or furnished to) the SEC by the Company (such documents and any such additional documents filed with (or furnished to) the SEC after since January 1, 2003 (the date of this Agreement, the “"Company SEC Documents”"). As of its filing the time it became effective (with respect to filings made under the Securities Act) and as of the time it was filed with or furnishingfurnished to the SEC (with respect to filings made under the Exchange Act and, with respect to proxy statements, at the time such proxy statement was mailed to stockholders of the Company) date (or, if with respect to filings made under the Exchange Act and amended or superseded by a filing prior to the date of this Agreement, as of then on the date of the last filing or furnishing of such amendmentamendment or, with respect to an amendment to a proxy statement, on the date such amendment to the proxy statement was mailed to stockholders of the Company, if applicable): (i) each of the Company SEC Document complied, or if filed (or furnished) subsequent to the date of this Agreement, will comply, as to form Documents complied in all material respects with the applicable requirements of the Securities Act or the Exchange Act, Act (as the case may be, ); and (ii) the rules and regulations of the SEC promulgated thereunder applicable to such Company SEC Document. As of its filing Documents did not (or furnishing) date or, if amended prior and with respect to Company SEC Documents filed after the date of this Agreement, as of the date of the last such amendment, no Company SEC Document 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, and no Company SEC Document filed with (or furnished towill not) the SEC pursuant to the Exchange Act subsequent to the date of this Agreement will 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 therein, in the light of the circumstances under which they were made, not misleading. The Company has made available to Parent copies of all comment letters received by the Company from the SEC since January 1, 2003, and relating to the Company SEC Documents, together with all written responses of the Company thereto. As of the date of this Agreement, to the Company's knowledge, there are no outstanding or unresolved comments in such comment letters received by the Company from the SEC. As of the date of this Agreement, to the knowledge of the Company none of the SEC Documents is the subject of any ongoing review by the SEC. No Company Subsidiary is, or has ever been, required to file any reports, schedules, proxy statements, registration statements or other documents with the SEC.

SEC Filings; Financial Statements. (a) Since September 29Buyer has timely filed and furnished with the SEC all forms, 2012reports, the Company has filed (or furnished) on a timely basis all reportscertifications, prospectuses, proxy statements, schedules, statements, and other documents required to be filed by it since January 1, 2020 under the Securities Act, the Exchange Act, and all other federal securities laws. All forms, statements reports, certifications, prospectuses, proxy statements, schedules, statements, and other documents (including exhibits, financial statements and schedules thereto, and all other information incorporated therein and amendments and supplements thereto) required to be filed with (or furnished to) on a voluntary basis on Form 8-K by Buyer with the SEC by the Company (since such documents and any such additional documents filed with (or furnished to) the SEC after the date of this Agreement, are herein collectively referred to as the “Company SEC Documents”). As of its filing (or furnishing) date orFilings.” The SEC Filings, if amended prior to at the date of this Agreementtime filed, as of the date of the last such amendment, each Company SEC Document complied, or if filed (or furnished) subsequent to the date of this Agreement, will comply, complied as to form in all material respects with the applicable requirements of the Securities Act or the Exchange Act, as the case may be, and the rules and regulations federal securities laws. None of the SEC promulgated thereunder applicable to such Company SEC Document. As of its filing (Filings, including any financial statements or furnishing) date orschedules included therein, if amended prior to at the date of this Agreementtime filed, as of the date of the last such amendment, no Company SEC Document contained any untrue statement of a material fact or omitted to state a any material fact required to be stated therein or necessary in order to make the statements contained therein, in light of the circumstances under which they were made, not misleading, . All material contracts and no Company SEC Document filed with (or furnished to) agreements of Buyer have been included in the SEC Filings, except for those contracts not required to be filed pursuant to the Exchange Act subsequent rules and regulations of the SEC. The consolidated financial statements (including all related notes and schedules) of Buyer included in (a) Buyer’s annual report on Form 10-K filed March 3, 2022, for the fiscal year ended December 31, 2021 (including the notes thereto), and (b) Buyer’s quarterly report on Form 10-Q for the period ended June 30, 2022 filed August 4, 2022 (collectively, the “Buyer Financial Statements”), fairly present in all material respects the consolidated financial position of Buyer and its consolidated subsidiaries as at the respective dates thereof and their consolidated results of operations and consolidated cash flows for the respective periods then ended (subject, in the case of unaudited statements, to normal year-end audit adjustments, to the date absence of this Agreement will contain notes and to any untrue statement other adjustments described therein, including any notes thereto) in conformity with GAAP (except, in the case of the unaudited statements, as permitted by Form 10-Q or other rules and regulations of the SEC) applied on a material fact or omit to state a material fact required to consistent basis during the periods involved (except as may be stated indicated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleadingnotes thereto).

SEC Filings; Financial Statements. (a) Since September 29, 2012, the The Company and each Company Subsidiary has filed (or furnished) on a timely basis furnished all reports, schedules, forms, statements and other documents (including exhibits, financial statements and schedules thereto, and all other information incorporated therein and amendments and supplements thereto) reports required to be filed with (or furnished to) by it with the SEC by since January 1, 2020, and the Company has made available to Buyer (including through the SEC’s EXXXX database) true, correct and complete copies of all such documents and any such additional documents filed with reports at least two (or furnished to2) the SEC after Business Days prior to the date of this Agreementhereof (collectively, the “Company SEC Documents”). As of its filing their respective dates, each of the Company SEC Documents complied in all material respects with the applicable requirements of the Exchange Act, and none of the Company SEC Documents, as of their respective dates (or furnishing) date or, if amended or superseded by a filing or amendment prior to the date of this Agreement, as of then at the date of the last such filing or amendment), each Company SEC Document complied, or if filed (or furnished) subsequent to the date of this Agreement, will comply, as to form in all material respects with the requirements of the Securities Act or the Exchange Act, as the case may be, and the rules and regulations of the SEC promulgated thereunder applicable to such Company SEC Document. As of its filing (or furnishing) date or, if amended prior to the date of this Agreement, as of the date of the last such amendment, no Company SEC Document 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 made therein, in light of the circumstances under which they were made, not misleading. As of their respective dates, and no or, if amended, as of the date of the last such amendment filed or furnished prior to the date hereof, each of the Company SEC Document filed Documents complied in all material respects with (or furnished to) the SEC pursuant to applicable requirements of the Securities Act, the Exchange Act subsequent and the Sxxxxxxx-Xxxxx Act, and the applicable rules and regulations promulgated thereunder, as the case may be, each as in effect on the date so filed or furnished. The certifications and statements required by (A) Rule 13a-14 under the Exchange Act and (B) 18 U.S.C. §1350 (Section 906 of the Sxxxxxxx-Xxxxx Act) relating to the date of this Agreement will contain any untrue statement of a material fact or omit Company SEC Documents (collectively, the “Company Certifications”) were accurate and complete and comply as to state a material fact required to be stated therein or necessary in order to make the statements thereinform and content with all applicable Legal Requirements, in light each case, as of the circumstances under date such Company Certification was made. As used in this Section 3.6, the term “file” and variations thereof shall be broadly construed to include any manner in which they were madea document or information is furnished, not misleadingsupplied or otherwise made available to the SEC.

SEC Filings; Financial Statements. (a) Since September 29, 2012, the The Company has filed (or furnished) on a timely basis all reports, schedules, forms, statements reports and other documents (including exhibits, financial statements and schedules thereto, and all other information incorporated therein and amendments and supplements thereto) required to be filed with (or furnished to) the SEC since March 1, 1993 and has made available to Parent (i) its Quarterly Reports on Form 10-Q for the periods ended November 30, 1994, February 28, 1995 and May 31, 1995 respectively, (ii) all proxy statements relating to the Company's meetings of stockholders (whether annual or special) held since Marcx 0, 0000, (xxx) xxx other reports or registration statements filed by the Company (such documents and any such additional documents filed with (or furnished to) the SEC after (other than Reports on Forms 3, 4 and 5 and Schedule 13G filed on behalf of affiliates of the date of this AgreementCompany) since March 1, 1993 and (iv) all amendments and supplements to all such reports and registration statements filed by the Company with the SEC (collectively, the “"Company SEC Documents”Reports"). As of its filing (or furnishing) date or, if amended prior to the date of this Agreement, as of the date of the last such amendment, each The Company SEC Document complied, or if filed Reports (or furnishedi) subsequent to the date of this Agreement, will comply, as to form were prepared in all material respects accordance with the requirements of the Securities Act or the Exchange Act, as the case may be, and (ii) did not at the rules and regulations of the SEC promulgated thereunder applicable to such Company SEC Document. As of its filing time they were filed (or furnishing) date or, if amended or superseded by a filing prior to the date of this Agreement, as of then on the date of the last such amendment, no Company SEC Document 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, and no Company SEC Document filed with (or furnished tofiling) the SEC pursuant to the Exchange Act subsequent to the date of this Agreement will 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 therein, in the light of the circumstances under which they were made, not misleading. None of the Company's subsidiaries is required to file any forms, reports or other documents with the SEC. (b) Each of the consolidated financial statements (including, in each case, any related notes thereto) contained in the Company SEC Reports was prepared in accordance with GAAP applied on a consistent basis throughout the periods involved (except as may be indicated therein or in the notes thereto) and each fairly presented the 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 were or are subject to normal and recurring year-end adjustments which were not or are not expected to be material in amount. (c) The Company has heretofore furnished to Parent a complete and correct copy of any amendments or modifications, which have not yet been filed with the SEC but which are required to be filed, to 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. SECTION 2.08.

SEC Filings; Financial Statements. (a) Since September 29, 2012As used herein, the “Company has filed (or furnished) on a timely basis SEC Documents” means all reports, schedules, forms, statements and other documents (including exhibitsfiled or furnished, financial statements and schedules theretoas applicable, and all other information incorporated therein and amendments and supplements thereto) required to be filed with (or furnished to) the SEC by the Company under the Securities Exchange Act of 1934, as amended (such documents and any such additional documents filed with (or furnished to) the SEC after the date of this Agreement, the “Exchange Act”) within the two year period immediately preceding the Closing, including pursuant to Section 13(a) or 15(d) thereof, and registration statements, prospectuses and amendments or supplements thereto filed by the Company SEC Documents”)under the Securities Act, in each case including the exhibits thereto and documents incorporated by reference therein. As of its their respective filing (or furnishing) date ordates, if amended prior to the date of this Agreement, as of the date of the last such amendment, each Company SEC Document compliedDocuments since January 30, or if filed (or furnished) subsequent to the date of this Agreement2016, will comply, as to form complied in all material respects with the requirements of the Securities Act or and the Exchange Act, as the case may be, Act and the rules and regulations of the SEC Securities and Exchange Commission (the “SEC”) promulgated thereunder applicable to such thereunder, and none of these Company SEC Document. As of its filing (or furnishing) date orDocuments, if amended prior to the date of this Agreementwhen filed, as of the date of the last such amendment, no Company SEC Document 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, therein in light of the circumstances under which they were made, made not misleading. The consolidated financial statements contained in the Company SEC Documents since January 30, 2016: (i) complied in all material respects with applicable accounting requirements and the published rules and regulations of the SEC applicable thereto; (ii) were prepared in accordance with generally accepted accounting principles applied on a consistent basis throughout the periods covered, except as may be indicated in the notes to such financial statements and (in the case of unaudited statements) as permitted by Form 10-Q of the SEC, and no Company SEC Document filed with except that unaudited financial statements may not contain footnotes and are subject to year-end audit adjustments; and (or furnished toiii) fairly present the SEC pursuant to the Exchange Act subsequent to the date of this Agreement will 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 therein, in light consolidated financial position of the circumstances under which they were made, not misleadingCompany and its subsidiaries as of the respective dates thereof and the consolidated results of operations cash flows and the changes in shareholders’ equity of the Company and its subsidiaries for the periods covered thereby.

SEC Filings; Financial Statements. (a) Since September 29January 1, 20122011, each of the Company and TEP has filed with or otherwise furnished to (or furnishedas applicable) on a timely basis the SEC all reportsregistration statements, schedulesprospectuses, forms, statements reports, definitive proxy statements, schedules and other documents (including exhibits, financial statements and schedules thereto, and all other information incorporated therein and amendments and supplements thereto) required to be filed with (or furnished to) the SEC by the Company (such documents and any such additional documents filed with (or furnished to) the SEC after the date of this Agreement, the “Company SEC Documents”). As of its filing (or furnishing) date or, if amended prior to the date of this Agreement, as of the date of the last such amendment, each Company SEC Document complied, or if filed (or furnished) subsequent to the date of this Agreement, will comply, as to form in all material respects with the requirements of it under the Securities Act or the Exchange Act, as the case may be, and together with all certifications required pursuant to the Xxxxxxxx-Xxxxx Act of 2002, as amended (together with the rules and regulations promulgated thereunder, the “Xxxxxxxx-Xxxxx Act”) (such documents and any other documents filed by the Company and/or TEP with the SEC, as have been supplemented, modified or amended since the time of filing and including all schedules, exhibits and other information incorporated by reference therein, collectively, the “Company SEC Documents”). All of the SEC promulgated thereunder applicable to such Company SEC DocumentDocuments have been timely filed or furnished to the SEC. As of its their respective filing (or furnishing) date dates or, if supplemented, modified or amended prior to since the date time of this Agreementfiling, as of the date of the last such most recent supplement, modification or amendment, no the Company SEC Document contained Documents (a) did not 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 omitted 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 misleadingmisleading and (b) complied, and no Company SEC Document filed in the case of filings made after the date hereof, will comply, in each case in all material respects, with (or furnished to) the SEC pursuant to applicable requirements of the Exchange Act subsequent or the Securities Act, as the case may be, and the Xxxxxxxx-Xxxxx Act, each in effect on the date each such document was filed. None of the Company Subsidiaries other than TEP is currently required to file any forms, registration statements, prospectuses, reports or other documents with the SEC by law or by contract. Since January 1, 2011, the Company has been and is in compliance in all material respects with the applicable provisions of the Xxxxxxxx-Xxxxx Act and the applicable listing and corporate governance rules and regulations of the New York Stock Exchange. The audited consolidated financial statements and unaudited consolidated interim financial statements of the Company and the consolidated Company Subsidiaries, including the related notes and schedules included, or incorporated by reference, in the Company SEC Documents (collectively, the “Company Financial Statements”) (i) complied or, in the case of Company Financial Statements filed after the date hereof, will comply as of their respective dates of filing, in each case 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 this Agreement will contain 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 adjustments and as may be permitted by the SEC on Form 10-Q, Form 8-K or any untrue statement of a material fact successor or omit to state a material fact required like form under the Exchange Act and that were not or are not expected to be stated therein or necessary material in order to make the statements thereinnature) and (iii) fairly present, or, in light the case of Company Financial Statements filed after the date hereof, will fairly present, in each case in all material respects, the consolidated financial position and the consolidated results of operations, cash flows and changes in common stock equity of the circumstances Company and the consolidated Company Subsidiaries as of the dates and for the periods referred to therein (except, in the case of interim financial statements, for normal and recurring year-end adjustments and as may be permitted by the SEC on Form 10-Q, Form 8-K or any successor or like form under which they the Exchange Act and that were made, not misleadingor are not expected to be material in nature).