Common use of SEC Filings; Parent Financial Statements Clause in Contracts

SEC Filings; Parent Financial Statements. (a) Parent has filed all forms, reports and documents Parent has been required to file with the SEC since January 1, 1998, and has made available to the Company such forms, reports and documents in the form filed with the SEC. All such required forms, reports and documents (including those that Parent may file subsequent to the date hereof) are referred to herein as the "PARENT SEC REPORTS." As of their respective dates, the Parent SEC Reports (i) were prepared in accordance with the requirements of the Securities Act or the Exchange Act, as the case may be, and the rules and regulations of the SEC thereunder applicable to such Parent SEC Reports, and (ii) did not at the time they were filed (or if amended or superseded by a filing prior to the date of this Agreement, then on the date of such filing) contain any untrue statement of a material fact or omit to state a material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.

SEC Filings; Parent Financial Statements. (a) Parent has filed all forms, reports and documents Parent has been required to file be filed by Parent with the SEC since January September 1, 19981994, and has made available to the Company such forms, reports and documents in the form filed with the SEC. All such required forms, reports and documents (including those that Parent may file subsequent to the date hereof) are referred to herein as the "PARENT SEC REPORTS." As of their respective dates, the Parent SEC Reports (i) were prepared in accordance with the requirements of the Securities Act or the Exchange Act, as the case may be, and the rules and regulations of the SEC thereunder applicable to such Parent SEC Reports, and (ii) did not at the time they were filed (or if amended or superseded by a filing prior to the date of this Agreement, then on the date of such filing) contain any untrue statement of a material fact or omit to state a material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.

SEC Filings; Parent Financial Statements. (a) Since January 1, 2006, Parent has filed all forms, reports and documents Parent has been required to file be filed by Parent with the SEC since January 1and (if and to the extent such forms, 1998, reports and documents are not available on EXXXX) has made available to the Company such forms, reports and documents in the form filed with the SEC. All such required forms, reports and documents (including those that Parent may file subsequent to the date hereof) are referred to herein as the "PARENT “Parent SEC REPORTSReports." ” As of their respective dates, the Parent SEC Reports (i) were prepared in accordance with the requirements of the Securities Act or the Exchange Act, as the case may be, and the rules and regulations of the SEC thereunder applicable to such Parent SEC Reports, and (ii) did not at the time they were filed (or if subsequently amended or superseded by a filing prior to the date of this Agreement, then on the date of such subsequent filing) 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 ’s subsidiaries is required to file any forms, reports or other documents with the SEC.

SEC Filings; Parent Financial Statements. (a) Since January 1, 2004, Parent has filed all forms, reports and documents Parent has been required to file be filed by Parent with the SEC since January 1and (if and to the extent such forms, 1998, reports and documents are not available on XXXXX) has made available to the Company such forms, reports and documents in the form filed with the SEC. All such required forms, reports and documents (including those that Parent may file subsequent to the date hereof) are referred to herein as the "PARENT “Parent SEC REPORTSReports." ” As of their respective dates, the Parent SEC Reports (i) were prepared in accordance with the requirements of the Securities Act or the Exchange Act, as the case may be, and the rules and regulations of the SEC thereunder applicable to such Parent SEC Reports, and (ii) did not at the time they were filed (or if subsequently amended or superseded by a filing prior to the date of this Agreement, then on the date of such subsequent filing) 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 ’s subsidiaries is required to file any forms, reports or other documents with the SEC.

SEC Filings; Parent Financial Statements. (a) Parent has filed all forms, reports and documents Parent has been required to file be filed by Parent with the SEC since January 1, 1998, and has made available to the Company such forms, reports and documents in the form filed with the SEC2009. All such required forms, reports and documents (including those that Parent may file subsequent to the date hereof) are referred to herein as the "PARENT “Parent SEC REPORTS." Reports”. As of their respective datesdates (or if amended or superseded by a filing, then on the date of filing of such amended or superseded document), the Parent SEC Reports (i) were prepared complied as to form in accordance all material respects with the requirements of the Securities Act or the Exchange Act of 1934, as amended (the “Exchange Act”), as the case may be, and the rules and regulations of the SEC thereunder applicable to such Parent SEC Reports, and (ii) did not at the time they were filed (or if amended or superseded by a filing prior to the date of this Agreement, then on the date of such filing) 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, therein in the light of the circumstances under which they were made, not misleading, except to the extent corrected by a subsequently filed Parent SEC Report. None of Parent's ’s subsidiaries is required to file any forms, reports or other documents with the SEC.

SEC Filings; Parent Financial Statements. (a) Parent has filed all forms, reports and documents Parent has been required to file be filed by Parent with the SEC since January 1March 2, 1998, 2000 and has made available to the Company such forms, reports and documents in the form filed with the SEC. All such required forms, reports and documents (including those that Parent may file subsequent to the date hereof) are referred to herein as the "PARENT Parent SEC REPORTS." Reports". As of their respective dates, the Parent SEC Reports (i) were prepared in accordance and 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 thereunder applicable to such Parent SEC Reports, Reports and (ii) did not at the time they were filed (or if amended or superseded by a filing prior to the date of this Agreement, then on the date of such filing) 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.

SEC Filings; Parent Financial Statements. (a) Parent has filed all forms, reports and documents Parent has been required to file be filed by Parent with the SEC since January 1, 1998the effective date of the registration statement of Parent's initial public offering, and has made available to the Company such forms, reports and documents in the form filed with the SEC. All such required forms, reports and documents (including those that Parent may file subsequent to the date hereof) are referred to herein as the "PARENT Parent SEC REPORTSReports." As of their respective dates, the Parent SEC Reports (i) were prepared in accordance with the requirements of the Securities Act or the Exchange Act, as the case may be, and the rules and regulations of the SEC thereunder applicable to such Parent SEC Reports, and (ii) did not at the time they were filed (or if amended or superseded by a filing prior to the date of this Agreement, then on the date of such filing) 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, except to the extent corrected prior to the date of this Agreement by a subsequently filed Parent SEC Report. None of Parent's subsidiaries is required to file any forms, reports or other documents with the SEC.

SEC Filings; Parent Financial Statements. (a) Parent has filed all forms, reports and documents Parent has been required to file be filed with the SEC since January 1, 1998, and has made available to the Company such forms, reports and documents in initial filing date of the form filed with the SECregistration statement for Parent’s initial public offering. All such required forms, reports and documents (including those that Parent may file subsequent to the date hereofhereof but excluding all exhibits to such required forms, reports and documents) are referred to herein as the "PARENT “Parent SEC REPORTSReports." ” As of their respective dates, the Parent SEC Reports (i) were prepared in accordance with the requirements of the Securities Act or the Exchange Act, as the case may be, and the rules and regulations of the SEC thereunder applicable to such Parent SEC Reports, and (ii) did not at the time they were filed (or if amended or superseded by a filing prior to the date of this Agreement, then on the date of such filing) 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 ’s Subsidiaries is required subject to file any forms, reports or other documents with the SECperiodic reporting requirements of the Exchange Act.

SEC Filings; Parent Financial Statements. (a) Since May 18, 2007, Parent has filed all forms, reports and documents Parent has been required to file be filed by Parent with the SEC since January 1, 1998, and Parent has made available to the Company Holdings such forms, reports and documents in the form filed with the SEC. All such required forms, reports and documents (including those that Parent may file subsequent to the date hereofhereof and on or before the Closing Date) are referred to herein as the "PARENT “Parent SEC REPORTSReports." ” As of their respective dates, the Parent SEC Reports (i) were prepared in accordance with the requirements of the Securities Act or the Exchange Act, as the case may be, and the rules and regulations of the SEC thereunder applicable to such Parent SEC Reports, and (ii) did not at the time they were filed (or and if subsequently amended or superseded by a filing prior to the date of this Agreement, then on the date of such subsequent filing) 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 ’s Subsidiaries is required to file any forms, reports or other documents with the SEC.

SEC Filings; Parent Financial Statements. (a) Parent has delivered or made available to Buyer (through reference to documents filed by XXXXX or otherwise) accurate and complete copies of all forms, reports and documents filed by Parent has been required to file with the Securities and Exchange Commission (“SEC”) since October 1 2004 (the “Parent SEC since January 1Reports”), 1998, and has made available to which are all the Company such forms, reports and documents in the form required to be filed by Parent with the SECSEC since such date. All such required forms, reports and documents (including those that Parent may file subsequent to the date hereof) are referred to herein as the "PARENT SEC REPORTS." As of their respective dates, the Parent SEC Reports (i) were prepared in accordance and complied in all material respects with the requirements of the Securities Act of 1933, as amended (the “Securities Act”), or the Securities Exchange Act of 1934, as amended (the “Exchange Act”), as the case may be, and the rules and regulations of the SEC thereunder applicable to such Parent SEC Reports, Reports and (ii) did not at the time they were filed (or if amended or superseded by a filing prior to the date of this Agreement, then on the date of such filing) 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 ’s Subsidiaries is required to file any forms, reports or other documents with the SEC.

SEC Filings; Parent Financial Statements. (a) Parent has filed all forms, reports and documents Parent has been required to file be filed by Parent with the SEC since January 1, 19982001, and has made available to the Company such forms, reports and documents in the form filed with the SEC. All such required forms, reports and documents (including those that Parent may file subsequent to the date hereof) are referred to herein as the "PARENT “Parent SEC REPORTSReports” and all Parent SEC Reports filed prior to the date hereof are referred to herein as the “Filed Parent SEC Reports." ” As of their respective dates, the Parent SEC Reports (i) were prepared in accordance with the requirements of the Securities Act or the Exchange Act, as the case may be, and the rules and regulations of the SEC thereunder applicable to such Parent SEC Reports, and (ii) did not at the time they were filed (or if amended or superseded by a filing prior to before the date of this Agreement, then on the date of such filing) 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 ’s subsidiaries is required to file any forms, reports or other documents with the SEC.

SEC Filings; Parent Financial Statements. (a) Parent has filed all forms, reports and documents Parent has been required to file be filed by Parent with the SEC since January 1, 1998, and has made available to the Company such forms, reports and documents in the form filed with the SEC1999. All such required forms, reports and documents (including those that Parent may file subsequent to the date hereof) are referred to herein as the "PARENT Parent SEC REPORTS." Reports"). As of their respective datesdates (or, if amended, as of the respective dates of such amendments), Parent SEC Reports (i) were prepared complied as to form in accordance 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 thereunder applicable to such Parent SEC Reports, Reports and (ii) did not at the time they were filed (or if amended or superseded by a filing prior to the date of this Agreement, then on the date of such filing) 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.

SEC Filings; Parent Financial Statements. (a) Since January 1, 2001, Parent has filed all forms, reports and documents Parent has been required to file be filed by Parent with the SEC since January 1, 1998SEC, and has made available to the Company such forms, reports and documents in the form filed with the SECSEC (if and to the extent such forms, reports and documents are not available on XXXXX). All such required forms, reports and documents (including those that Parent may file subsequent to the date hereof) are referred to herein as the "PARENT “Parent SEC REPORTSReports." ” As of their respective dates, the Parent SEC Reports (i) were prepared in accordance with the requirements of the Securities Act or the Exchange Act, as the case may be, and the rules and regulations of the SEC thereunder applicable to such Parent SEC Reports, and (ii) did not at the time they were filed (or if subsequently amended or superseded by a filing prior to the date of this Agreement, then on the date of such subsequent filing) contain any untrue statement of a material fact or omit to state a material fact required Table of Contents 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 ’s subsidiaries is required to file any forms, reports or other documents with the SEC.

SEC Filings; Parent Financial Statements. (a) Parent has filed all forms, reports reports, and documents Parent has been required to file be filed by Parent with the SEC since January 1, 1998, and has made available to the Company such forms, reports reports, and documents in the form filed with the SEC. All such required forms, reports and documents (including those that Parent may file subsequent to the date hereofhereof until the closing) are referred to herein as the "PARENT Parent SEC REPORTS---------- Reports." As of their respective filing dates, the Parent SEC Reports (i) were prepared ------- complied in accordance 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 thereunder applicable to such Parent SEC Reports, Reports and (ii) did not at the time they were filed (or if amended or superseded by a filing prior to the date of this Agreement, then on the date of such filing) 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.

SEC Filings; Parent Financial Statements. (a) Parent has filed all forms, reports and documents Parent has been required to file be filed with the SEC since January 1March 18, 19982004, and has made available (including by posting to the SEC’s XXXXX system) to the Company such forms, reports and documents in the form filed with the SEC. All such required forms, reports and documents (including those that Parent may file subsequent to the date hereof) are referred to herein as the "PARENT “Parent SEC REPORTSReports." ” As of their respective dates, the Parent SEC Reports (i) were prepared in accordance with the requirements of the Securities Act or the Exchange Act, as the case may be, and the rules and regulations of the SEC thereunder applicable to such Parent SEC Reports, and (ii) did not at the time they were filed (or if amended or superseded by a filing prior to the date of this Agreement, then on the date of such filing) 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 ’s Subsidiaries is required to file any forms, reports or other documents with the SEC. As of the date hereof, to Parent’s knowledge, none of the Parent SEC Reports is the subject of ongoing SEC review or outstanding SEC comment.

SEC Filings; Parent Financial Statements. (a) Parent has timely filed all forms, reports reports, and documents Parent has been required to file be filed by Parent with the SEC U.S. Securities and Exchange Commission (“SEC”) since January 1September 30, 1998, and has made available to the Company such forms, reports and documents in the form filed with the SEC. All such required forms, reports and documents (including those that Parent may file subsequent to 2008 through the date hereof) are referred to herein as hereof (collectively, the "PARENT “SEC REPORTS." Reports”). As of their respective filing dates, the Parent SEC Reports (i) were prepared complied in accordance all material respects with the requirements of the Securities Act of 1933, as amended (the “Securities Act”) or the Securities Exchange Act of 1934, as amended (the “Exchange Act”), as the case may be, and the rules and regulations of the SEC thereunder applicable to such Parent SEC Reports, Reports and (ii) did not at the time they were filed (or if amended or superseded by a filing prior to the date of this Agreement, then on the date of such filing) 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.

SEC Filings; Parent Financial Statements. (a) Parent has timely filed all forms, reports and documents Parent has been required to be filed by it with the SEC since July 23, 1996 (the "Parent Pre-Signing SEC Documents") and the Parent will timely file with the SEC since January 1, 1998, and has made available to the Company such all forms, reports and documents in required to be so filed after the form filed date of this Agreement but before the Effective Time (the "Parent Post-Signing SEC Documents" and, collectively with the SEC. All such required formsParent Pre-Signing SEC Documents, reports and documents (including those that Parent may file subsequent to the date hereof) are referred to herein as the "PARENT Parent SEC REPORTS." Reports"). As of their respective dates, the Parent SEC Reports (i) were prepared in accordance with the requirements of the Securities Act or the Exchange Act, as the case may be, and the rules and regulations of the SEC thereunder applicable to such Parent SEC Reports, Reports and (ii) did not at the time they were filed (or if amended or superseded by a filing prior to the date of this Agreement, then on the date of such subsequent filing) 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 made 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 formsform, reports or other documents with the SEC.

SEC Filings; Parent Financial Statements. (a) Parent has timely filed all forms, reports reports, registration statements and documents Parent has been required to file with the SEC since January 1, 1998, and has made available to the Company such forms, reports and documents in the form be filed by Parent with the SEC. All such required forms, reports and documents (including those that Parent may file subsequent to the date hereofhereof until the Closing) are referred to herein as the "PARENT “Parent SEC REPORTS." Reports;” provided, that any Parent SEC Report shall be deemed to include all amendments to such report through the date hereof. As of their respective datesfiling dates (or if amended or superseded by a filing prior to the date of this Agreement, then on the date of such filing), the Parent SEC Reports (i) were prepared complied in accordance 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 thereunder applicable to such Parent SEC Reports, Reports and (ii) did not at the time they were filed (or if amended or superseded by a filing prior to the date of this Agreement, then on the date of such filing) 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.

SEC Filings; Parent Financial Statements. (a) Parent has filed all forms, reports and documents Parent has been required to file be filed with the SEC since January 1, 1998, the initial filing date of the registration statement for Parent's initial public offering and has made available to the Company such forms, reports and documents in the form filed with the SEC. All such required forms, reports and documents (including those that Parent may file subsequent to the date hereof) are referred to herein as the "PARENT Parent SEC REPORTSReports." As of their respective dates, the Parent SEC Reports (i) were prepared in accordance with the requirements of the Securities Act or the Exchange Act, as the case may be, and the rules and regulations of the SEC thereunder applicable to such Parent SEC Reports, and (ii) did not at the time they were filed (or if amended or superseded by a filing prior to the date of this Agreement, then on the date of such filing) 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.

SEC Filings; Parent Financial Statements. (a) The Parent has filed all forms, reports reports, and documents Parent has been required to file be filed by the Parent with the SEC since January 1, 1998, and has made available to the Company such forms, reports and documents in the form filed with the SEC. All such required forms, reports and documents 2008 (including those that Parent may file subsequent to the date hereof) are referred to herein as the "PARENT SEC REPORTS." As of their respective datescollectively, the “Parent SEC Reports”). The Parent SEC Reports (i) were prepared in accordance at the time filed with the SEC, complied in all Material respects with the applicable requirements of the Securities Act or the Exchange ActLaws, as the case may be, and the rules and regulations of the SEC thereunder applicable to such Parent SEC Reports, and (ii) did not at the time they were filed with the SEC (or if amended or superseded by a filing prior to the date of this Agreement, then on the date of such filing) contain any untrue statement of a material Material fact or omit to state a material Material fact required to be stated therein in such Parent SEC Reports or necessary in order to make the statements thereinin such Parent SEC Reports, in the light of the circumstances under which they were made, not misleading. None of the Parent's subsidiaries ’s Subsidiaries is required to file any forms, reports reports, or other documents with the SEC.

SEC Filings; Parent Financial Statements. (a) a)......Parent has filed all forms, reports and documents Parent has been required to file be filed by Parent with the SEC since January 1December 9, 1998, 1999 and has made available to the Company such forms, reports and documents in the form filed with the SEC. All such required forms, reports and documents (including those that Parent may file subsequent to the date hereof) are referred to herein as the "PARENT Parent SEC REPORTS." Reports"). As of their respective dates, the Parent SEC Reports (i) were prepared in accordance and 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 thereunder applicable to such Parent SEC Reports, Reports and (ii) did not at the time they were filed (or if amended or superseded by a filing prior to the date of this Agreement, then on the date of such filing) 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.

SEC Filings; Parent Financial Statements. (a) Parent has timely filed all forms, reports reports, and documents Parent has been required to file be filed by Parent with the SEC Securities and Exchange Commission (the “SEC”) since January 1, 19982003 (collectively, and has made available to the Company such forms, reports and documents in the form filed with the SEC. All such required forms, reports and documents (including those that Parent may file subsequent to the date hereof) are referred to herein as the "PARENT SEC REPORTS." As of their respective datesamended, the “Parent SEC Reports”). The Parent SEC Reports (i) at the time they were prepared filed (or if amended or superseded by a filing prior to the date of this Agreement, then on the date of such filing) complied in accordance 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 thereunder applicable to such Parent SEC Reports, Reports and (ii) did not at the time they were filed (or if amended or superseded by a filing prior to the date of this Agreement, then on the date of such filing) 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.

SEC Filings; Parent Financial Statements. (a) Parent has filed all forms, reports and documents Parent has been required to file be filed with the SEC since January 1, 1998, the initial filing date of the registration statement for Parent's initial public offering and has made available to the Company such forms, reports and documents in the form filed with the SEC. All such required forms, reports and documents (including those that Parent may file subsequent to the date hereof) are referred to herein as the "PARENT SEC REPORTS." As of their respective dates, the Parent SEC Reports (i) were prepared in accordance with the requirements of the Securities Act or the Exchange Act, as the case may be, and the rules and regulations of the SEC thereunder applicable to such Parent SEC Reports, and (ii) did not at the time they were filed (or if amended or superseded by a filing prior to the date of this Agreement, then on the date of such filing) 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.

SEC Filings; Parent Financial Statements. (a) Parent has filed all forms, reports and documents Parent has been required to file be filed by Parent with the SEC since January 1November 21, 19982001, and has made available to the Company such forms, reports and documents in the form filed with the SEC. All such required forms, reports and documents (including those that Parent may file subsequent to the date hereof) are referred to herein as the "PARENT SEC REPORTS." As of their respective dates, the Parent SEC Reports (i) were prepared in accordance with the requirements of the Securities Act or the Exchange Act, as the case may be, and the rules and regulations of the SEC thereunder applicable to such Parent SEC Reports, and (ii) did not at the time they were filed (or if amended or superseded by a filing prior to the date of this Agreement, then on the date of such filing) 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, except to the extent corrected prior to the date of this Agreement by a subsequently filed Parent SEC Report. None of Parent's subsidiaries is required to file any forms, reports or other documents with the SEC.

SEC Filings; Parent Financial Statements. (a) Parent has filed all forms, reports reports, and documents Parent has been required to file be filed by Parent with the SEC since January 1, 1998, and has made available to the Company such forms, reports reports, and documents in the form filed with the SEC. All such required forms, reports and documents (including those that Parent may file subsequent to the date hereofhereof until the closing) are referred to herein as the "PARENT Parent SEC REPORTS---------- Reports." As of their respective filing dates, the Parent SEC Reports (i) were prepared complied in accordance 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 thereunder applicable to such Parent SEC Reports, Reports and (ii) did not at the time they were filed (or if amended or superseded by a filing prior to the date of this Agreement, then on the date of such filing) 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.

SEC Filings; Parent Financial Statements. (a) Parent has filed all forms, reports and documents Parent has been required to file be filed by Parent with the SEC since January 1, 19981997, and has made available to the Company and Title such forms, reports and documents in the form filed with the SEC. All such required forms, reports and documents (including those that Parent may file subsequent to the date hereof) are referred to herein as the "PARENT SEC REPORTS." As of their respective dates, the Parent SEC Reports (i) were prepared in accordance with the requirements of the Securities Act or the Exchange Act, as the case may be, and the rules and regulations of the SEC thereunder applicable to such Parent SEC Reports, and (ii) did not at the time they were filed (or if amended or superseded by a filing prior to the date of this Agreement, then on the date of such filing) 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 , except to the extent corrected prior to the date of Parent's subsidiaries is required to file any forms, reports or other documents with the SEC.this Agreement by a subsequently

SEC Filings; Parent Financial Statements. (a) Parent has filed all forms, reports and documents Parent has been required to file be filed by Parent with the SEC since January 1, 19981997, and has made available to the Company such forms, reports and documents in the form filed with the SEC. All such required forms, reports and documents (including those that Parent may file subsequent to the date hereof) are referred to herein as the "PARENT Parent SEC REPORTSReports." As of their respective dates, the Parent SEC Reports (i) were prepared in accordance with the requirements of the Securities Act or the Exchange Act, as the case may be, and the rules and regulations of the SEC thereunder applicable to such Parent SEC Reports, and (ii) did not at the time they were filed (or if amended or superseded by a filing prior to the date of this Agreement, then on the date of such filing) 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, except to the extent corrected prior to the date of this Agreement by a subsequently filed Parent SEC Report. All documents required to be filed as exhibits to the Parent SEC Reports have been so filed. None of Parent's subsidiaries is required to file any forms, reports or other documents with the SEC.

SEC Filings; Parent Financial Statements. (a) Parent has filed all forms, reports and documents Parent has been required to file be filed with the SEC since January 1August 31, 19981999, and has made available to the Company such forms, reports and documents in the form filed with the SEC. All such required forms, reports reports, and documents (including those that Parent may file subsequent to the date hereof) are referred to herein as the "PARENT SEC REPORTS." As of their respective dates, the Parent SEC Reports (i) were prepared in all material respects in accordance with the requirements of the Securities Act or the Exchange Act, as the case may be, and the rules and regulations of the SEC thereunder applicable to such Parent SEC Reports, and (ii) did not at the time they were filed (or if amended or superseded by a filing prior to the date of this Agreement, then on the date of such filing) 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.

SEC Filings; Parent Financial Statements. (a) Parent has filed all forms, reports and documents Parent has been required to file be filed with the SEC since January 1, 19982003, and has made available to the Company such forms, reports and documents in the form filed with the SEC. All such required forms, reports reports, and documents (including those that Parent may file subsequent to the date hereof) are referred to herein as the "PARENT SEC REPORTS." As of their respective dates, the Parent SEC Reports (i) were prepared in all material respects in accordance with the requirements of the Securities Act of 1933 ("Securities Act") or the Exchange Act of 1933 ("Exchange Act"), as the case may be, and the rules and regulations of the SEC thereunder applicable to such Parent SEC Reports, and (ii) did not at the time they were filed (or if amended or superseded by a filing prior to the date of this Agreement, then on the date of such filing) 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.

SEC Filings; Parent Financial Statements. (a) Parent has filed all forms, reports and documents Parent has been required to file be filed by Parent with the SEC since January 1February 29, 19982000, and has made available to the Company Target such forms, reports and documents in the form filed with the SEC. All such required forms, reports and documents (including those that Parent may file subsequent to the date hereof) are referred to herein as the "PARENT Parent SEC REPORTS---------- Reports." As of their respective dates, the Parent SEC Reports (i) were ------- prepared in accordance with the requirements of the Securities Act or the Exchange Act, as the case may be, and the rules and regulations of the SEC thereunder applicable to such Parent SEC Reports, and (ii) did not at the time they were filed (or if amended or superseded by a filing prior to the date of this Agreement, then on the date of such filing) 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.

SEC Filings; Parent Financial Statements. (a) Parent has filed all forms, reports and documents Parent has been required to file be filed by Parent with the SEC since January 1December 9, 1998, 1999 and has made available to the Company such forms, reports and documents in the form filed with the SEC. All such required forms, reports and documents (including those that Parent may file subsequent to the date hereofFebruary 2, 2000) are referred to herein as the "PARENT SEC REPORTS." "). As of their respective dates, the Parent SEC Reports (i) were prepared in accordance and 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 thereunder applicable to such Parent SEC Reports, Reports and (ii) did not at the time they were filed (or if amended or superseded by a filing prior to the date of this Agreement, then on the date of such filing) 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.

SEC Filings; Parent Financial Statements. (a) Since January 1, 2004, Parent has filed all forms, reports and documents Parent has been required to file be filed by Parent with the SEC since January 1and (if and to the extent such forms, 1998, reports and documents are not available on EXXXX) has made available to the Company such forms, reports and documents in the form filed with the SEC. All such required forms, reports and documents (including those that Parent may file subsequent to the date hereof) are referred to herein as the "PARENT “Parent SEC REPORTSReports." ” As of their respective dates, the Parent SEC Reports (i) were prepared in accordance with the requirements of the Securities Act or the Exchange Act, as the case may be, and the rules and regulations of the SEC thereunder applicable to such Parent SEC Reports, and (ii) did not at the time they were filed (or if subsequently amended or superseded by a filing prior to the date of this Agreement, then on the date of such subsequent filing) 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 ’s subsidiaries is required to file any forms, reports or other documents with the SEC.

SEC Filings; Parent Financial Statements. (a) Since January 1, 2004, Parent has filed all forms, reports and documents Parent has been required to file be filed by Parent with the SEC since January 1and (if and to the extent such forms, 1998, reports and documents are not available on XXXXX) has made available to the Company such forms, reports and documents in the form filed with the SEC. All such required forms, reports and documents (including those that Parent may file subsequent to the date hereof) are referred to herein as the "PARENT SEC REPORTS." As of their respective dates, the Parent SEC Reports (i) were prepared in accordance with the requirements of the Securities Act or the Exchange Act, as the case may be, and the rules and regulations of the SEC thereunder applicable to such Parent SEC Reports, and (ii) did not at the time they were filed (or if subsequently amended or superseded by a filing prior to the date of this Agreement, then on the date of such subsequent filing) 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.