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

SEC Filings; Parent Financial Statements. Parent has filed all forms, reports and documents required to be filed by Parent with the SEC since January 1, 2007 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 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the SEC thereunder applicable to such Parent SEC Reports and (ii) did not at the time they were filed (or if amended or superseded by a filing prior to the date of this Agreement, then on the date of such filing) contain any untrue statement of a material fact or omit to state a material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 or disclose any matter or proceeding 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 consolidated financial statements (including, in each case, any related notes thereto) contained in the Parent SEC Reports, (i) was prepared from, are in accordance with and accurately reflect in all material respects Parent’s books and records as of the times and for the periods referred to therein, (ii) complied as to form in all material respects with the published rules and regulations of the SEC with respect thereto, (iii) was prepared in accordance with GAAP applied on a consistent basis throughout the periods involved (except as may be indicated in the notes thereto and, in the case of unaudited interim financial statements, as may be permitted by the SEC on Form 10-Q under the Exchange Act) and (iv) fairly presented in all material respects the consolidated financial position of Parent and its subsidiaries as at the respective dates thereof and the consolidated results of Parent’s operations and cash flows for the periods indicated, except that the unaudited interim financial statements may not contain footnotes and were or are subject to normal and recurring year-end adjustments.

SEC Filings; Parent Financial Statements. (a) SEC Filings Generally. Parent has filed all forms, reports and --------------------- documents required to be filed by Parent with the SEC since January 1, 2007 1997, 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, 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 or disclose any matter or proceeding 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. Each of the consolidated financial statements (includingTaken as a whole, in each case, any related notes thereto) contained in the Parent SEC Reports, (i) was prepared from, are Reports do not contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary in accordance with and accurately reflect in all material respects Parent’s books and records as of order to make the times and for the periods referred to statements therein, (ii) complied as to form in all material respects with the published rules and regulations of the SEC with respect thereto, (iii) was prepared in accordance with GAAP applied on a consistent basis throughout the periods involved (except as may be indicated in the notes thereto and, in the case light of unaudited interim financial statementsthe circumstances under which they were made, as may be permitted not misleading, except to the extent corrected prior to the date of this Agreement by the a subsequently filed Parent SEC on Form 10-Q under the Exchange Act) and (iv) fairly presented in all material respects the consolidated financial position of Parent and its subsidiaries as at the respective dates thereof and the consolidated results Report. None of Parent’s operations 's subsidiaries is required to file any forms, reports or other documents with the SEC. All material agreements filed by Parent as exhibits to the Parent SEC Reports were executed by all parties thereto and cash flows for such agreements as displayed on the periods indicated, except that World Wide Web via the unaudited interim financial statements may not contain footnotes and were or are subject XXXXX Service conform to normal and recurring year-end adjustmentsthe agreements as so executed.

SEC Filings; Parent Financial Statements. (a) Parent has filed or made available to Company all forms, reports and documents required to be filed by Parent with the SEC since January 1, 2007 and has made available to the Company such forms, reports and documents in effective date of the form filed with the SECregistration statement of Parent's initial public offering. 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, 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 disclose 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. As of the date of this Agreement, the Parent SEC Reports, taken as a whole, together with any matter press release disseminated between the date of the most recent Parent SEC Report and the date of this Agreement, do not contain any untrue statement of a material fact or proceeding 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. Each None of the consolidated financial statements (includingParent's subsidiaries is required to file any forms, in each case, any related notes thereto) contained in the Parent SEC Reports, (i) was prepared from, are in accordance with and accurately reflect in all material respects Parent’s books and records as of the times and for the periods referred to therein, (ii) complied as to form in all material respects reports or other documents with the published rules and regulations of the SEC with respect thereto, (iii) was prepared in accordance with GAAP applied on a consistent basis throughout the periods involved (except as may be indicated in the notes thereto and, in the case of unaudited interim financial statements, as may be permitted by the SEC on Form 10-Q under the Exchange Act) and (iv) fairly presented in all material respects the consolidated financial position of Parent and its subsidiaries as at the respective dates thereof and the consolidated results of Parent’s operations and cash flows for the periods indicated, except that the unaudited interim financial statements may not contain footnotes and were or are subject to normal and recurring year-end adjustmentsSEC.

SEC Filings; Parent Financial Statements. (a) Parent has filed all forms, statements, schedules, reports and documents (including items incorporated by reference) required to be filed by Parent with the SEC since January 1the effective date of the registration statement of Parent’s initial public offering, 2007 and has made available to the Company such forms, reports and documents in the form filed via XXXXX Parent’s filings with the SEC. All such required forms, statements, schedules, 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, 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 or disclose any matter or proceeding 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 , except to the extent corrected prior to the date of the consolidated financial statements (including, in each case, any related notes thereto) contained in the this Agreement by a subsequently filed Parent SEC Reports, (i) was prepared from, are in accordance with and accurately reflect in all material respects Parent’s books and records as of the times and for the periods referred to therein, (ii) complied as to form in all material respects with the published rules and regulations of the SEC with respect thereto, (iii) was prepared in accordance with GAAP applied on a consistent basis throughout the periods involved (except as may be indicated in the notes thereto and, in the case of unaudited interim financial statements, as may be permitted by the SEC on Form 10-Q under the Exchange Act) and (iv) fairly presented in all material respects the consolidated financial position of Parent and its subsidiaries as at the respective dates thereof and the consolidated results Report. None of Parent’s operations and cash flows for subsidiaries is required to file any forms, reports or other documents with the periods indicated, except that the unaudited interim financial statements may not contain footnotes and were or are subject to normal and recurring year-end adjustmentsSEC.

SEC Filings; Parent Financial Statements. (a) Except as set forth in Section 4.7(a) of the Parent has Disclosure Letter, Parent and each Parent Subsidiary have filed all forms, reports reports, schedules, statements and documents required to be filed by Parent with the SEC by Parent or such Parent Subsidiary since January 1, 2007 2000 (such documents, as supplemented and has made available to amended, the Company such forms, reports and documents in the form filed with the SEC. All such required forms, reports and documents are referred to herein as the “"Parent SEC Reports.” As "), each of their respective dates, the Parent SEC Reports (i) were prepared which has complied in accordance all material respects with the applicable requirements of the Securities Act, or the Exchange Act, as the case may be, 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 (and, in the case of registration statements and proxy statements, on the SEC thereunder applicable to such dates of effectiveness and the dates of mailing, respectively, and in the case of any 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 amending or superseding filing). Except as set forth in Section 4.7(a) of the Parent Disclosure Letter, none of the Parent SEC Reports (including any financial statements or schedules included or incorporated by reference therein) contained when 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 Parent SEC Reports amended or superseded by a filing prior to the date of this Agreement, then on the date of such amending or superseding filing) contain any untrue statement of a material fact or omit omitted to state a material fact or disclose any matter or proceeding required to be stated therein (or incorporated by reference therein) or necessary in order to make the statements therein (or incorporated by reference therein), in the light of the circumstances under which they were made, not misleading. Each The principal executive officer of Parent and the principal financial officer of Parent (and 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 the consolidated financial statements (includingXxxxxxxx-Xxxxx Act, in each case, any related notes thereto) contained in and the Parent SEC Reports, (i) was prepared from, are in accordance with and accurately reflect in all material respects Parent’s books and records as of the times and for the periods referred to therein, (ii) complied as to form in all material respects with the published rules and regulations of the SEC promulgated thereunder with respect thereto, (iii) was prepared in accordance with GAAP applied on a consistent basis throughout the periods involved (except as may be indicated in the notes thereto and, in the case of unaudited interim financial statements, as may be permitted by the SEC on Form 10-Q under to Parent's filings pursuant to the Exchange Act) . For purposes of the preceding sentence, "principal executive officer" and (iv) fairly presented "principal financial officer" shall have the meanings given to such terms in all material respects the consolidated financial position of Parent and its subsidiaries as at the respective dates thereof and the consolidated results of Parent’s operations and cash flows for the periods indicated, except that the unaudited interim financial statements may not contain footnotes and were or are subject to normal and recurring yearXxxxxxxx-end adjustmentsXxxxx Act.

SEC Filings; Parent Financial Statements. (a) The Parent has on a timely basis filed all forms, reports reports, and documents required to be filed by the Parent with the SEC since January 1December 31, 2007 and has made available to 2005 (collectively, the Company such forms, reports and documents in the form filed with the SEC. All such required forms, reports and documents are referred to herein as the “"Parent SEC Reports.” As ", provided that the Parent SEC Reports shall not include Forms 3, Forms 4, or any other filings and reports required to be made by shareholders, officers, or directors of their respective dates, the Parent under the Exchange Act). 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 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 fact or omit to state a Material fact required to be stated in such Parent SEC Reports or necessary in order to make the statements in such Parent SEC Reports, in light of the circumstances under which they were made, not misleading. The Parent SEC Reports (i) complied in all Material respects with the applicable requirements of the Securities Laws and other applicable Law at the time filed, and (ii) did not at the time 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 Material fact or omit to state a material Material fact or disclose any matter or proceeding 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 None of the consolidated financial statements (includingParent's Subsidiaries is required to file any forms, in each casereports, any related notes thereto) contained in the Parent SEC Reports, (i) was prepared from, are in accordance with and accurately reflect in all material respects Parent’s books and records as of the times and for the periods referred to therein, (ii) complied as to form in all material respects or other documents with the published rules and regulations of the SEC with respect thereto, (iii) was prepared in accordance with GAAP applied on a consistent basis throughout the periods involved (except as may be indicated in the notes thereto and, in the case of unaudited interim financial statements, as may be permitted by the SEC on Form 10-Q under the Exchange Act) and (iv) fairly presented in all material respects the consolidated financial position of Parent and its subsidiaries as at the respective dates thereof and the consolidated results of Parent’s operations and cash flows for the periods indicated, except that the unaudited interim financial statements may not contain footnotes and were or are subject to normal and recurring year-end adjustmentsSEC.

SEC Filings; Parent Financial Statements. (a) Since January 1, 2002, the Parent has filed all forms, reports and documents required to be filed by the Parent with the SEC since January 1, 2007 Securities and Exchange Commission (the "SEC") and has made available to Company and will continue to make 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) until the Closing. All such required forms, reports and documents (including those that the 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 of 1933, as amended (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 or disclose any matter or proceeding 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 None of the consolidated financial statements (includingParent's subsidiaries is required to file any forms, in each case, any related notes thereto) contained in the Parent SEC Reports, (i) was prepared from, are in accordance with and accurately reflect in all material respects Parent’s books and records as of the times and for the periods referred to therein, (ii) complied as to form in all material respects reports or other documents with the published rules and regulations of the SEC with respect thereto, (iii) was prepared in accordance with GAAP applied on a consistent basis throughout the periods involved (except as may be indicated in the notes thereto and, in the case of unaudited interim financial statements, as may be permitted by the SEC on Form 10-Q under the Exchange Act) and (iv) fairly presented in all material respects the consolidated financial position of Parent and its subsidiaries as at the respective dates thereof and the consolidated results of Parent’s operations and cash flows for the periods indicated, except that the unaudited interim financial statements may not contain footnotes and were or are subject to normal and recurring year-end adjustmentsSEC.

SEC Filings; Parent Financial Statements. Parent has filed all forms, reports and documents required to be filed by Parent with the SEC since January 1, 2007 2001 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 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 Agreementhereof, then on the date of such filing) contain any untrue statement of a material fact or omit to state a material fact or disclose any matter or proceeding 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 consolidated financial statements (including, in each case, any related notes thereto) contained in the Parent SEC ReportsReports (the "Parent Financial Statements"), (i) was prepared from, are in accordance with and accurately reflect in all material respects Parent’s books and records as of the times and for the periods referred to thereinGAAP, (ii) complied as to form in all material respects with the published rules and regulations of the SEC with respect thereto, (iii) was prepared in accordance with GAAP applied on a consistent basis throughout the periods involved (except as may be indicated in the notes thereto and, in the case of unaudited interim financial statements, as may be permitted by the SEC on Form 10-Q Q, Form 8-K or any similar or successor form under the Exchange Act) and (iv) fairly presented in all material respects the consolidated financial position of Parent and its subsidiaries Subsidiaries as at of the respective dates thereof and the consolidated results of Parent’s 's operations and cash flows for the periods indicated, except that the unaudited interim financial statements may not contain footnotes and were or are subject to normal and recurring year-end adjustments.

SEC Filings; Parent Financial Statements. (a) Parent has filed or furnished all forms, reports reports, registration statements, schedules, certificates and other documents (including exhibits and other information incorporated therein) required to be filed or furnished by Parent with or to the SEC since January 1, 2007 (such documents, together with any documents and has made available to information incorporated therein by reference and together with any documents filed during such period by the Company such forms, reports and documents in the form filed Parent with the SECSEC on a voluntary basis on Current Reports on Form 8-K). All such required forms, reports and documents (including those that Parent shall file subsequent to the date hereof) are referred to herein as the “Parent SEC Reports.” ”. As of their respective datesfiling dates (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 or, with respect to all of the foregoing required to be filed after the date of this Agreement, will comply in accordance all material respects as to form and substance with the requirements of the Securities Act, or the Exchange Act of 1934, as amended (the “Exchange Act”) or and the Xxxxxxxx-Xxxxx Act of 2002 (including the rules and regulations promulgated thereunder)(“SOX”), 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 any material fact or omit to state a any material fact or disclose any matter or proceeding 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. Each Parent has made available to the Company copies of all comment letters received by the Parent from the SEC since January 1, 2007 (excluding all letters received from the SEC indicating that the SEC would not be reviewing any registration statement filed with the SEC by the Parent), and relating to the Parent SEC Documents, together with all written responses of the consolidated financial statements (includingParent thereto. As of the date of this Agreement, there are no outstanding or unresolved comments in each case, such comment letters received by the Parent from the SEC. Parent has not received any related notes thereto) contained written notice from the SEC that any of the Parent SEC Documents is the subject of any ongoing review by the SEC. Except as disclosed in the Parent SEC ReportsDocuments filed by the Parent and publicly available prior to the date of this Agreement, the Parent does not has any material liabilities or obligations of any nature (whether accrued, absolute, contingent or otherwise). Except as disclosed in the Parent Company SEC Documents, neither the Parent nor any of its Subsidiaries has any (A) indebtedness for borrowed money, (iB) was prepared fromindebtedness evidenced by any bond, are debenture, note, mortgage, indenture or other debt instrument or debt security, (C) accounts payable to trade creditors and accrued expenses not arising in accordance with and accurately reflect in all material respects Parent’s books and records the ordinary course of business, (D) amounts owing as deferred purchase price for the purchase of any property outside of the times and for the periods referred to therein, ordinary course of business or (iiE) complied as to form in all material respects with the published rules and regulations of the SEC guarantees with respect thereto, to any indebtedness or obligation of a type described in clauses (iiiA) was prepared in accordance with GAAP applied on a consistent basis throughout the periods involved through (except as may be indicated in the notes thereto and, in the case D) above of unaudited interim financial statements, as may be permitted by the SEC on Form 10-Q under the Exchange Act) and (iv) fairly presented in all material respects the consolidated financial position of Parent and its subsidiaries as at the respective dates thereof and the consolidated results any other person. None of Parent’s operations and cash flows for subsidiaries is required to file any forms, reports or other documents with the periods indicated, except that the unaudited interim financial statements may not contain footnotes and were or are subject to normal and recurring year-end adjustmentsSEC.

SEC Filings; Parent Financial Statements. Parent has filed all forms, reports and documents required to be filed by Parent with the SEC since January 1, 2007 and has furnished or made available to the Company such formstrue and correct copies of its Annual Report on Form 10-K for the year ended December 31, reports 1998 and documents in its Quarterly Reports on Form 10-Q for the form quarters ended March 31, 1999, June 30, 1999 and September 30, 1999 and its definitive Proxy Statement dated April 7, 1999, each as filed with the Securities and Exchange Commission ("SEC. All such required forms") under the Securities Exchange Act of 1934, reports and documents are as amended (the "EXCHANGE ACT") (all of the foregoing being collectively referred to herein as the “"SEC DOCUMENTS"). The SEC Documents constitute all reports filed by the Parent SEC Reports.” under the Exchange Act since December 31, 1998. As of their respective filing dates, the Parent SEC Reports (i) were prepared Documents complied in accordance all material respects with the requirements of the Securities Act, or the Exchange Act, as the case may be, and the applicable rules and regulations of the SEC thereunder applicable to such Parent thereunder, and none of the 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 Documents contained any untrue statement of a material fact or omit omitted to state a material fact or disclose any matter or proceeding required to be stated therein or necessary in order to make the statements made therein, in the light of the circumstances under in which they were made, not misleading, except to the extent corrected by a document subsequently filed with the SEC prior to the date hereof and delivered to the Company. Each of the consolidated The financial statements (includingof Parent, in each case, any related including the notes thereto) contained , included in the Parent SEC Reports, Documents (ithe "PARENT FINANCIAL STATEMENTS") was prepared from, are in accordance with and accurately reflect in all material respects Parent’s books and records as of the times and for the periods referred to therein, (ii) complied comply as to form in all material respects with applicable accounting requirements and with the published rules and regulations of the SEC with respect thereto, (iii) was have been prepared in accordance with GAAP consistently applied on a consistent basis throughout the periods involved (except as may be indicated in the notes thereto andor, in the case of unaudited interim financial statements, as may be permitted by the SEC on Form 10-Q under of the Exchange ActSEC) and (iv) present fairly presented in all material respects the consolidated financial position of Parent and its subsidiaries as at the respective dates thereof and the of its consolidated results of Parent’s operations and cash flows for the periods indicatedthen ended (subject, except that in the case of unaudited interim financial statements may not contain footnotes and were or are subject statements, to normal and normal, recurring year-end audit adjustments).

SEC Filings; Parent Financial Statements. (a) Parent has filed all forms, statements, schedules, reports and documents (including items incorporated by reference) required to be filed by Parent with the SEC since January 1the effective date of the registration statement of Parent’s initial public offering, 2007 and has made all such filings available to the Company such forms, reports and documents in the form filed with the SECvia EXXXX. All such required forms, statements, schedules, 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, 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 or disclose any matter or proceeding 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 , except to the extent corrected prior to the date of the consolidated financial statements (including, in each case, any related notes thereto) contained in the this Agreement by a subsequently filed Parent SEC Reports, (i) was prepared from, are in accordance with and accurately reflect in all material respects Parent’s books and records as of the times and for the periods referred to therein, (ii) complied as to form in all material respects with the published rules and regulations of the SEC with respect thereto, (iii) was prepared in accordance with GAAP applied on a consistent basis throughout the periods involved (except as may be indicated in the notes thereto and, in the case of unaudited interim financial statements, as may be permitted by the SEC on Form 10-Q under the Exchange Act) and (iv) fairly presented in all material respects the consolidated financial position of Parent and its subsidiaries as at the respective dates thereof and the consolidated results Report. None of Parent’s operations and cash flows for subsidiaries is required to file any forms, reports or other documents with the periods indicated, except that the unaudited interim financial statements may not contain footnotes and were or are subject to normal and recurring year-end adjustmentsSEC.

SEC Filings; Parent Financial Statements. (a) Except as set forth in Section 4.7(a) of the Parent has Disclosure Letter, Parent and each Parent Subsidiary have filed all forms, reports reports, schedules, statements and documents required to be filed by Parent with the SEC by Parent or such Parent Subsidiary since January 1, 2007 2000 (such documents, as supplemented and has made available to amended, the Company such forms, reports and documents in the form filed with the SEC. All such required forms, reports and documents are referred to herein as the “"Parent SEC Reports.” As "), each of their respective dates, the Parent SEC Reports (i) were prepared which has complied in accordance all material respects with the applicable requirements of the Securities Act, or the Exchange Act, as the case may be, 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 (and, in the case of registration statements and proxy statements, on the SEC thereunder applicable to such dates of effectiveness and the dates of mailing, respectively, and in the case of any 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 amending or superseding filing). Except as set forth in Section 4.7(a) of the Parent Disclosure Letter, none of the Parent SEC Reports (including any financial statements or schedules included or incorporated by reference therein) contained when 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 Parent SEC Reports amended or superseded by a filing prior to the date of this Agreement, then on the date of such amending or superseding filing) contain any untrue statement of a material fact or omit omitted to state a material fact or disclose any matter or proceeding required to be stated therein (or incorporated by reference therein) or necessary in order to make the statements therein (or incorporated by reference therein), in the light of the circumstances under which they were made, not misleading. Each The principal executive officer of Parent and the principal financial officer of Parent (and 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 the consolidated financial statements (includingSarbanes-Oxley Act, in each case, any related notes thereto) contained in and the Parent SEC Reports, (i) was prepared from, are in accordance with and accurately reflect in all material respects Parent’s books and records as of the times and for the periods referred to therein, (ii) complied as to form in all material respects with the published rules and regulations of the SEC promxxxxxxx xxxxxxnder with respect thereto, (iii) was prepared in accordance with GAAP applied on a consistent basis throughout the periods involved (except as may be indicated in the notes thereto and, in the case of unaudited interim financial statements, as may be permitted by the SEC on Form 10-Q under to Parent's filings pursuant to the Exchange Act) . For purposes of the preceding sentence, "principal executive officer" and (iv) fairly presented "principal financial officer" shall have the meanings given to such terms in all material respects the consolidated financial position of Parent and its subsidiaries as at the respective dates thereof and the consolidated results of Parent’s operations and cash flows for the periods indicated, except that the unaudited interim financial statements may not contain footnotes and were or are subject to normal and recurring yearSarbanes-end adjustmentsOxley Act.