Common use of SEC Matters Clause in Contracts

SEC Matters. (a) Buyer has filed or furnished, as applicable, on a timely basis all forms, statements, certifications, reports and documents required to be filed, furnished or submitted by it with the SEC under the Exchange Act or the Securities Act since January 1, 2005 (the “Applicable Date”) (the forms, statements, reports and documents filed, furnished or submitted since the Applicable Date and those filed or furnished subsequent to the date hereof including any amendments thereto, the “Buyer SEC Reports”). Each of the Buyer SEC Reports, at the time of its filing or being furnished or submitted complied in all material respects with the applicable requirements of the Securities Act, the Exchange Act and the Xxxxxxxx-Xxxxx Act of 2002, and any rules and regulations promulgated thereunder applicable to the Buyer SEC Reports. As of their respective dates (or, if amended prior to the date of this Agreement, as of the date of such amendment) the Buyer SEC Reports did not 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. (b) Buyer is in compliance in all material respects with the applicable listing and corporate governance rules and regulations of the NYSE. (c) Buyer has established and maintained disclosure controls and procedures required by Exchange Act Rules 13a-14 and 15d-14, except as disclosed in the Buyer SEC Reports. Such disclosure controls and procedures are adequate and effective to ensure that information required to be disclosed by Buyer, including information relating to its consolidated Affiliates, is recorded and reported on a timely basis to its chief executive officer and chief financial officer by others within those entities. (d) Each of the consolidated financial statements of Buyer and its Subsidiaries contained in the Buyer SEC Reports (the “Buyer Financial Statements”), together with related schedules and notes, presents fairly in all material respects the financial position of Buyer and its consolidated Subsidiaries at the dates indicated and the statement of operations and stockholders’ equity and cash flows of Buyer and its consolidated Subsidiaries for the periods specified, and said financials have been prepared in accordance with GAAP applied on a consistent basis throughout the periods involved, except as disclosed therein.

SEC Matters. (a) Buyer The Company has filed timely filed, within the time periods or furnishedextensions thereof prescribed under the Securities Act or the Exchange Act, as applicable, on a timely basis and the rules and regulations thereunder, all forms, statements, certifications, reports and other documents required to be filed, furnished or submitted filed by it with the SEC under the Exchange Act or the Securities Act since January June 1, 2005 2010 (the “Applicable Date”) (the forms, statements, reports and documents filed, furnished or submitted since the Applicable Date and those filed or furnished subsequent to the date hereof including any amendments theretocollectively, the “Buyer SEC Company Reports”). Each As of their respective dates (or, if amended, supplemented or superseded by a filing prior to the date of this Agreement, as of the Buyer SEC Reportsdate so amended, at supplemented or superseded), the time of its filing or being furnished or submitted Company Reports (i) complied in all material respects with the applicable requirements of the Securities Act, the Exchange Act Act, and the Xxxxxxxx-Xxxxx Act of 2002, and any rules and regulations promulgated thereunder applicable to the Buyer SEC Reports. As of their respective dates thereunder, and (or, if amended prior to the date of this Agreement, as of the date of such amendmentii) the Buyer SEC Reports did not 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 the light of the circumstances in under which they were made, not misleading. Each of the consolidated balance sheets included in the Company Reports (including the related notes and schedules) fairly presented in all material respects the consolidated financial position of the Company and its Subsidiaries as of the respective dates thereof and each of the consolidated statements of operations, cash flows and stockholders’ equity included in the Company Reports (including any related notes and schedules) fairly presents in all material respects the results of operations, cash flows or changes in stockholders’ equity, as the case may be, of the Company and its Subsidiaries for the periods set forth therein, in each case in accordance with GAAP consistently applied during the periods involved, except, as may be indicated in the notes thereto and, in the case of unaudited statements, for normal year-end audit adjustments. The principal executive officer of the Company and the principal financial officer of the Company (and each former principal executive officer or principal financial officer of the Company) have made the certifications required by Sections 302 and 906 of the Xxxxxxxx-Xxxxx Act of 2002 (the “Xxxxxxxx-Xxxxx Act”), and the rules and regulations of the SEC promulgated thereunder with respect to the Company Reports that were required to be accompanied by such certifications. For purposes of the preceding sentence, “principal executive officer” and “principal financial officer” shall have the meanings given to such terms in the Xxxxxxxx-Xxxxx Act. (b) Buyer is in compliance in all material respects with the applicable listing and corporate governance rules and regulations of the NYSE. (c) Buyer has established and maintained The Company maintains disclosure controls and procedures and internal controls over financial reporting required by Rule 13a-15 or 15d-15 under the Exchange Act Rules 13a-14 and 15d-14, except as disclosed in the Buyer SEC ReportsAct. Such disclosure controls and procedures are adequate designed to provide reasonable assurance that all material information concerning the Company and effective to ensure that information its Subsidiaries required to be disclosed by Buyer, including information relating to its consolidated Affiliates, the Company in the Company Reports is recorded and reported made known on a timely basis to its chief executive officer and chief financial officer by others within those entities. (d) Each the individuals responsible for the preparation of the consolidated Company’s filings with the SEC and other public disclosure documents and such internal controls over financial reporting are effective to provide reasonable assurance to the Company’s management and the Company Board regarding the reliability of financial reporting and the preparation of financial statements of Buyer and its Subsidiaries contained in the Buyer SEC Reports (the “Buyer Financial Statements”), together with related schedules and notes, presents fairly in all material respects the financial position of Buyer and its consolidated Subsidiaries at the dates indicated and the statement of operations and stockholders’ equity and cash flows of Buyer and its consolidated Subsidiaries for the periods specified, and said financials have been prepared external purposes in accordance with GAAP applied on a consistent basis throughout the periods involved, except as disclosed thereinGAAP.

SEC Matters. (a) Buyer has filed or furnished, as applicable, on a timely basis all forms, statements, certifications, reports and documents required to be filed, furnished or submitted by it with the SEC under the Exchange Act or the Securities Act since January 1, 2005 (in the “Applicable Date”) last three years (the forms, statements, reports and documents filed, furnished or submitted since in the Applicable Date last three years and those filed or furnished subsequent to the date hereof including any amendments thereto, the “Buyer SEC Reports”). Each of the Buyer SEC Reports, at the time of its filing or being furnished or submitted submitted, complied in all material respects with the applicable requirements of the Securities Act, the Exchange Act and the Xxxxxxxx-Xxxxx Act of 2002Exchange Act, and any rules and regulations promulgated thereunder applicable to the Buyer SEC Reports, except for such noncompliance that would not, individually or in the aggregate, reasonably be expected to result in a Buyer Material Adverse Effect. As of their respective dates (or, if amended prior to the date of this Agreement, as of the date of such amendment) the Buyer SEC Reports did not not, and, with respect to Buyer SEC Reports filed or furnished after the date hereof will not, contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements made therein, in light of the circumstances in which they were made (or will be made), not misleading. (b) Buyer is in compliance in all material respects with the applicable listing and corporate governance rules and regulations of the NYSE. (c) Buyer has established and maintained disclosure controls and procedures required by Exchange Act Rules 13a-14 and 15d-14, except as disclosed in the Buyer SEC Reports. Such disclosure controls and procedures are adequate and effective to ensure that information required to be disclosed by Buyer, including information relating to its consolidated Affiliates, is recorded and reported on a timely basis to its chief executive officer and chief financial officer by others within those entities. (d) Each of the consolidated financial statements of Buyer and its Subsidiaries contained in the Buyer SEC Reports filed in respect of periods from and after December 31, 2007 (the “Buyer Financial Statements”), together with related schedules and notes, presents fairly fairly, in all material respects conformity with GAAP applied on a consistent basis (except as may be indicated in the notes thereto), the consolidated financial position of Buyer and its consolidated Subsidiaries at the dates indicated and the statement their consolidated results of operations and stockholders’ equity and cash flows of Buyer and its consolidated Subsidiaries for the periods specified, and said financials have been prepared specified (subject to normal year-end adjustments in accordance with GAAP applied on a consistent basis throughout the periods involved, except as disclosed thereincase of any unaudited interim financial statements).

SEC Matters. (a) Buyer Ultimate Parent has filed or furnished, as applicable, on a timely basis all forms, statements, certifications, reports and documents required to be filed, furnished or submitted by it with the SEC under the Exchange Act or the Securities Act since January 1SEC, 2005 (the “Applicable Date”) (the forms, statements, reports and documents filed, furnished or submitted since the Applicable Date and those filed or furnished subsequent to the date hereof including any amendments thereto, the “all Buyer Ultimate Parent SEC Reports”). Each of the Buyer Ultimate Parent SEC Reports, at the time of its filing or being furnished or submitted complied in all material respects with Buyer Ultimate Parent’s Organizational Documents, the applicable listing and governance rules and regulations of NASDAQ and all other applicable Laws (including the applicable requirements of the Securities Act, the Exchange Act and the Xxxxxxxx-Xxxxx Act of 2002, and any rules and regulations promulgated thereunder applicable to the Buyer Ultimate Parent SEC Reports). As of their respective dates (or, if amended prior to the date of this Agreement, as of the date of such amendment) the Buyer Ultimate Parent SEC Reports did not 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. (b) Buyer Ultimate Parent is in compliance in all material respects with its Organizational Documents, the applicable listing and corporate governance rules and regulations of NASDAQ, and all other applicable Laws (including the NYSEapplicable requirements of the Securities Act, the Exchange Act and the Xxxxxxxx-Xxxxx Act of 2002, and any rules and regulations promulgated thereunder). (c) Buyer Ultimate Parent has established and maintained disclosure controls and procedures required by Exchange Act Rules 13a-14 and 15d-14, except as disclosed in the Buyer SEC Reports. Such disclosure controls and procedures are adequate and effective to ensure that information required to be disclosed by BuyerBuyer Ultimate Parent, including information relating to its consolidated Affiliates, is recorded and reported on a timely basis to its chief executive officer and chief financial officer by others within those entities. The Buyer Ultimate Parent maintains in all material respects internal control over financial reporting to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with GAAP. (d) Each of the consolidated financial statements of Buyer Ultimate Parent and its Subsidiaries contained in the Buyer Ultimate Parent SEC Reports (the “Buyer Ultimate Parent Financial Statements”), together with related schedules and notes, presents have been derived from the accounting books and records of Buyer Ultimate Parent and its Subsidiaries and present fairly in all material respects the financial position of Buyer Ultimate Parent and its consolidated Subsidiaries at the dates indicated and the statement of operations and stockholders’ equity and cash flows of Buyer Ultimate Parent and its consolidated Subsidiaries for the periods specified, and said financials have been prepared in accordance with GAAP applied on a consistent basis throughout the periods involved, except as disclosed therein. (e) The books and records of Buyer Ultimate Parent and its Subsidiaries have been maintained in all material respects in accordance with reasonable business practices.

SEC Matters. (a) Buyer Seller has filed or furnishedall reports, as applicableschedules, on a timely basis all forms, statements, certifications, reports statements and other documents required to be filed, furnished or submitted filed by it Seller with the SEC under the Exchange Act or the Securities Act since January 1December 31, 2005 2002 (the “Applicable Date”) (the forms, statements, reports and documents filed, furnished or submitted since the Applicable Date and those filed or furnished subsequent to the date hereof including any amendments theretotogether with all information incorporated therein by reference, the “Buyer SEC ReportsDocuments”), except where the failure to file such SEC Document would not result in a Material Adverse Effect. Each of the Buyer SEC Reports, at the time As of its filing or being furnished or submitted respective date, each SEC Document complied in all material respects with the applicable requirements of the Securities Act of 1933, as amended (the “Securities Act”), the Securities Exchange Act of 1934, as amended (the “Exchange Act”), and the Xxxxxxxx-Xxxxx Act of 2002, and any rules and regulations promulgated thereunder applicable thereunder. Except to the Buyer extent that information contained in any SEC Reports. As of their respective dates (or, if amended Document has been duly revised or superseded by a later-filed SEC Document filed and publicly available prior to the date of this AgreementDecember 31, as 2006 (a “Filed SEC Document”), none of the date of such amendment) the Buyer SEC Reports did not contain Documents contains any untrue statement of a material fact or omit to state a omits any material fact required to be stated or incorporated by reference therein or necessary in order to make the statements made therein, in light of the circumstances in under which they were made, not misleading. (b) Buyer As of their respective dates of filing with the SEC, the consolidated financial statements (including the related notes) of Seller included in the SEC Documents complied 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 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). Such consolidated financial statements fairly present the consolidated financial position of Seller and its consolidated subsidiaries as of the dates thereof and the consolidated results of their operations and cash flows for the periods then ended. (c) Each of the Chief Executive Officer and Chief Financial Officer of Seller has made all certifications required by Rules 13a-14 and 15d-14 under the Exchange Act and Sections 302 and 906 of the Sxxxxxxx-Xxxxx Act with respect to the applicable SEC Documents filed prior to the date hereof. (d) Seller has implemented and maintains a system of internal accounting controls sufficient to provide reasonable assurances regarding the reliability of financial reporting and the preparation of financial statements in accordance with GAAP. The Company has implemented and maintains disclosure controls and procedures (as defined in Rule 13a-15(e) of the Exchange Act) designed to ensure that information relating to Seller, including its consolidated Subsidiaries, required to be disclosed in the reports the Seller files or submits under the Exchange Act is made known to the Chief Executive Officer and the Chief Financial Officer of the Company by others within those entities. (e) Seller is, and since December 31, 2005 has been, in compliance in all material respects with the applicable listing and corporate governance rules and regulations provisions of the NYSESxxxxxxx-Xxxxx Act. (c) Buyer has established and maintained disclosure controls and procedures required by Exchange Act Rules 13a-14 and 15d-14, except as disclosed in the Buyer SEC Reports. Such disclosure controls and procedures are adequate and effective to ensure that information required to be disclosed by Buyer, including information relating to its consolidated Affiliates, is recorded and reported on a timely basis to its chief executive officer and chief financial officer by others within those entities. (d) Each of the consolidated financial statements of Buyer and its Subsidiaries contained in the Buyer SEC Reports (the “Buyer Financial Statements”), together with related schedules and notes, presents fairly in all material respects the financial position of Buyer and its consolidated Subsidiaries at the dates indicated and the statement of operations and stockholders’ equity and cash flows of Buyer and its consolidated Subsidiaries for the periods specified, and said financials have been prepared in accordance with GAAP applied on a consistent basis throughout the periods involved, except as disclosed therein.

SEC Matters. (a) Buyer Since August 31, 2006, except as set forth on Exhibit C, AMI has timely filed or furnishedall reports, as applicableschedules, on a timely basis all forms, statements, certifications, reports statements and other documents required to be filed, furnished or submitted filed by it with the SEC under pursuant to the reporting requirements of the Exchange Act or (all of the Securities Act since January 1, 2005 (the “Applicable Date”) (the forms, statements, reports and documents filed, furnished or submitted since the Applicable Date and those foregoing filed or furnished subsequent prior to the date hereof including any amendments theretoand all exhibits included therein and financial statements and schedules thereto and documents (other than exhibits) incorporated by reference therein, being hereinafter referred to herein as the “Buyer SEC ReportsDocuments”). Each As of their respective dates, the Buyer SEC Reports, at the time of its filing or being furnished or submitted Documents complied in all material respects with the applicable requirements of the Exchange Act or the Securities Act, as the Exchange Act case may be, and the Xxxxxxxx-Xxxxx Act of 2002, and any rules and regulations of the SEC promulgated thereunder applicable to the Buyer SEC Reports. As of their respective dates (orDocuments, if amended prior to the date of this Agreement, as and none of the date of such amendment) SEC Documents, at the Buyer SEC Reports did not contain time they were filed with the SEC, contained any untrue statement of a material fact or omit omitted to state a material fact required to be stated therein or necessary in order to make the statements made therein, in light of the circumstances in under which they were made, not misleading. (b) Buyer is . As of their respective dates, the financial statements of AMI included in compliance the SEC Documents complied as to form in all material respects with applicable accounting requirements and the applicable listing and corporate governance published rules and regulations of the NYSE. SEC with respect thereto. Such financial statements have been prepared in accordance with U.S. generally accepted accounting principles, consistently applied, during the periods involved (cexcept (i) Buyer has established and maintained disclosure controls and procedures required by Exchange Act Rules 13a-14 and 15d-14as may be otherwise indicated in such financial statements or the notes thereto, except as disclosed or (ii) in the Buyer SEC Reports. Such disclosure controls case of unaudited interim statements, to the extent they may not include footnotes or may be condensed or summary statements) and procedures are adequate and effective to ensure that information required to be disclosed by Buyer, including information relating to its consolidated Affiliates, is recorded and reported on a timely basis to its chief executive officer and chief financial officer by others within those entities. (d) Each of the consolidated financial statements of Buyer and its Subsidiaries contained in the Buyer SEC Reports (the “Buyer Financial Statements”), together with related schedules and notes, presents fairly present in all material respects the financial position of Buyer and its consolidated Subsidiaries at AMI as of the dates indicated thereof and the statement results of its operations and stockholders’ equity and cash flows of Buyer and its consolidated Subsidiaries for the periods specifiedthen ended (subject, in the case of unaudited statements, to normal year-end audit adjustments). Except as set forth in the financial statements included in the SEC Documents, AMI has no liabilities, contingent or otherwise, other than liabilities incurred in the ordinary course of business subsequent to December 31, 2006, and said financials liabilities of the type not required under generally accepted accounting principles to be reflected in such financial statements. Such liabilities incurred subsequent to December 31, 2006 are not, in the aggregate, material to the financial condition or operating results of AMI. AMI is in substantial compliance with the currently applicable provisions of the Xxxxxxxx-Xxxxx Act of 2002 (the “Xxxxxxxx-Xxxxx Act”), and the rules and regulations promulgated thereunder, that are effective, and intends to comply and, to the extent, possible, have any prospective acquisitions comply when required substantially with other applicable provisions of the Xxxxxxxx-Xxxxx Act, and the rules and regulations promulgated thereunder, upon the effectiveness of such provisions and has no reason to believe that it will not be so compliant upon such effectiveness. Without limiting the generality of the foregoing, the Chief Executive Officer and the Chief Financial Officer of AMI have signed, and AMI has furnished to the SEC, all certifications required by Section 302 and Section 906 of the Xxxxxxxx-Xxxxx Act; such certifications contain no qualifications or exceptions to the matters certified therein and have not been prepared in accordance with GAAP applied on a consistent basis throughout modified or withdrawn; and neither AMI nor any of its officers has received notice from any governmental entity questioning or challenging the periods involvedaccuracy, except as disclosed thereincompleteness, form or manner of filing or submission of such certifications.

SEC Matters. (a) Buyer The Company has filed timely filed, within the time periods or furnishedextensions thereof prescribed under the Securities Act or the Exchange Act, as applicable, on a timely basis and the rules and regulations thereunder, all forms, registration statements, certificationsproxy statements, information statements, reports and other documents required to be filed, furnished or submitted filed by it with the SEC under the Exchange Act or the Securities Act since January 1, 2005 2010 (the “Applicable Date”) (the forms, statements, reports and documents filed, furnished or submitted since the Applicable Date and those filed or furnished subsequent to the date hereof including any amendments theretocollectively, the “Buyer SEC Company Reports”). Each As of their respective dates (and, if amended, supplemented or superseded by a filing prior to the date of this Agreement, as of the Buyer SEC Reportsdate so amended, at supplemented or superseded), the time of its filing or being furnished or submitted Company Reports (i) complied in all material respects with the applicable requirements of the Securities Act, the Exchange Act Act, and the Xxxxxxxx-Xxxxx Act of 2002, and any rules and regulations promulgated thereunder applicable to the Buyer SEC Reports. As of their respective dates thereunder, and (or, if amended prior to the date of this Agreement, as of the date of such amendmentii) the Buyer SEC Reports did not 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 the light of the circumstances in under which they were made, not misleading. (b) Buyer is in compliance in . As of the date of this Agreement, the Company has made available to Parent true, correct, and complete copies of all material respects agreements and all amendments and modifications that have not been filed by the Company with the applicable listing SEC to all agreements, documents and corporate governance rules other instruments that previously had been filed by the Company with the SEC and regulations of the NYSE. (c) Buyer has established and maintained disclosure controls and procedures required by Exchange Act Rules 13a-14 and 15d-14, except as disclosed are currently in the Buyer SEC Reportseffect. Such disclosure controls and procedures are adequate and effective to ensure that information required to be disclosed by Buyer, including information relating to its consolidated Affiliates, is recorded and reported on a timely basis to its chief executive officer and chief financial officer by others within those entities. (d) Each of the consolidated financial statements of Buyer and its Subsidiaries contained in the Buyer SEC Company Reports (including the related notes and schedules) (the “Buyer Financial StatementsCompany Financials”), together with related schedules and notes, presents fairly in all material respects the financial position of Buyer and its consolidated Subsidiaries at the dates indicated and the statement of operations and stockholders’ equity and cash flows of Buyer and its consolidated Subsidiaries for the periods specified, and said financials have been ) was prepared in accordance with GAAP GAAP, applied on a consistent basis throughout the periods involved, except fairly presented in all material respects the consolidated financial position of the Company as of the respective dates thereof and each of the consolidated statements of operations, cash flows and stockholders’ equity included in the Company Reports (including any related notes and schedules) fairly presents in all material respects the results of operations, cash flows or changes in stockholders’ equity, as the case may be, of the Company for the periods set forth therein and in each case was prepared in accordance with GAAP consistently applied during the periods involved, except, in the case of unaudited statements, for normal and recurring year-end audit adjustments which are not expected to be material in amount, and complied as to form in all material respects with the published rules and regulations of the SEC with respect thereto. The Company has no existing plan to correct or restate nor, to the Company’s Knowledge, is there any basis, facts or circumstances that would reasonably be expected to result in any correction or restatement of, any material aspect of the Company Financials. The principal executive officer of the Company and the principal financial officer of the Company (and each former principal executive officer or principal financial officer of the Company) have made the certifications required by Sections 302 and 906 of the Xxxxxxxx-Xxxxx Act of 2002 (the “Xxxxxxxx-Xxxxx Act”), and the rules and regulations of the SEC promulgated thereunder with respect to the Company Reports that were required to be accompanied by such certifications, and the statements contained in any such certifications are complete and correct. For purposes of the preceding sentence, “principal executive officer” and “principal financial officer” shall have the meanings given to such terms in the Xxxxxxxx-Xxxxx Act. Since January 1, 2010, neither the Company nor any of its executive officers has received any written notice from any Governmental Entity challenging or questioning the accuracy, completeness, form or manner of filing of such certifications. (b) The Company maintains disclosure controls and procedures and internal controls over financial reporting required by Rule 13a-15 or 15d-15 under the Exchange Act. Such controls and procedures are designed to provide reasonable assurance regarding the reliability of financial reporting. The Company (i) maintains a system of internal accounting controls sufficient to provide reasonable assurance that: (A) transactions, receipts and expenditures are executed and made only in accordance with management’s general or specific authorizations; (B) transactions are recorded as necessary to permit preparation of financial statements in conformity with GAAP and to maintain asset accountability; and (C) any unauthorized use, acquisition or disposition of the assets of the Company that would materially affect the Company’s financial statements would be detected or prevented in a reasonably timely manner; (D) that the amount recorded for assets on the books and records of the Company are compared with the existing assets at reasonable intervals and appropriate action is taken with respect to any differences; and (E) accounts, notes and other receivables and inventory are recorded accurately, and proper and adequate procedures are implemented to effect the collection thereof on a current and timely basis; and (ii) have implemented and maintain disclosure controls and procedures (as defined in Rule 13a-15(e) and 15d-15(e) of the Exchange Act) that are reasonably designed to ensure that all material information related to the Company required to be disclosed thereinby the Company in the reports that it files or furnishes to the SEC is recorded, processed, summarized and reported within the time periods specified in the rules and forms of the SEC, and that all such material information is made known to the chief executive officer and chief financial officer to allow timely decisions regarding disclosures and to make the certifications required pursuant to the Xxxxxxxx-Xxxxx Act, and (iii) has disclosed, based on its most recent evaluation prior to the date hereof, to the Company’s outside auditors and the audit committee of the Company Board, (A) any significant deficiencies and material weaknesses of which the Company has Knowledge in the design or operation of internal controls over financial reporting that are reasonably likely to adversely affect in any material respect the Company’s ability to record, process, summarize and report financial information, and (B) any fraud, whether or not material, that involves management or other employees who have a significant role in Company’s internal control over financial reporting. (c) Since January 1, 2010, to the Knowledge of the Company, no employee of the Company has provided or is providing information to any law enforcement agency regarding the commission or possible commission of any crime or the violation or possible violation of any applicable law of the type described in Section 806 of the Xxxxxxxx-Xxxxx Act by the Company. Since January 1, 2010, no Company officer or member of the Company Board has received or otherwise had or obtained Knowledge of any written complaint, of the violation or possible violation of any laws of the type described in Section 806 of the Xxxxxxxx-Xxxxx Act by Company. Since January 1, 2010, to the Knowledge of the Company, neither the Company nor any director, officer, employee, contractor, or subcontractor of the Company has discharged, demoted, suspended, threatened, harassed or in any other manner discriminated against an employee of the Company in the terms and conditions of employment because of any lawful act of such employee described in Section 806 of the Xxxxxxxx-Xxxxx Act. (d) The Company has furnished Parent with copies of all comment letters received by the Company from the SEC, relating to the Company Reports and all responses of the Company thereto since October 1, 2010. There are no outstanding unresolved issues with respect to the Company or the Company Reports noted in comment letters or other correspondence received by the Company from the SEC, and there are no pending (i) formal or, to the Knowledge of the Company, informal investigations of the Company by the SEC or (ii) to the Knowledge of the Company, inspection of an audit of the Company’s financial statements by the Public Company Accounting Oversight Board. To the Knowledge of the Company, since January 1, 2010, neither the Company (including any employee thereof) nor the Company’s independent auditors has identified or been made aware of (i) any significant deficiency or material weakness in the system of internal accounting controls utilized by the Company, (ii) any fraud, whether or not material, that involves the Company’s management or other employees who have a role in the preparation of financial statements or the internal accounting controls utilized by the Company or (iii) any claim or allegation regarding any of the foregoing. Since January 1, 2010, to the Knowledge of the Company, neither the Company nor any director, officer or auditor of the Company has received or otherwise had or obtained Knowledge of any substantive complaint, allegation, assertion or claim, whether written or oral, that the Company has engaged in questionable accounting or auditing practices. Since January 1, 2010, no current or former attorney representing the Company has reported evidence of a material violation of securities laws, breach of fiduciary duty or similar violation by the Company or any of its officers, directors, employees or agents to the Company Board or any committee thereof or to any current director or executive officer of the Company. The Company is in compliance, in all material respects, with the applicable listing and other rules and regulations of the NASDAQ Stock Market upon which the Company’s securities are listed and has not, since January 1, 2010, received any notice from such market asserting any non-compliance with any such rules and regulations.

SEC Matters. (a) Buyer The Company has filed timely filed, within the time periods or furnishedextensions thereof prescribed under the Securities Act or the Exchange Act, as applicable, on a timely basis and the rules and regulations thereunder, all forms, statements, certifications, reports and other documents required to be filed, furnished or submitted filed by it with the SEC under the Exchange Act or the Securities Act since January 1, 2005 2009 (the “Applicable Date”) (the forms, statements, reports and documents filed, furnished or submitted since the Applicable Date and those filed or furnished subsequent to the date hereof including any amendments theretocollectively, the “Buyer SEC Company Reports”). Each As of their respective dates (or, if amended, supplemented or superseded by a filing prior to the date of this Agreement, as of the Buyer SEC Reportsdate so amended, at supplemented or superseded), the time of its filing or being furnished or submitted Company Reports (i) complied in all material respects with the applicable requirements of the Securities Act, the Exchange Act Act, and the Xxxxxxxx-Xxxxx Act of 2002, and any rules and regulations promulgated thereunder applicable to the Buyer SEC Reports. As of their respective dates thereunder, and (or, if amended prior to the date of this Agreement, as of the date of such amendmentii) the Buyer SEC Reports did not 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 the light of the circumstances in under which they were made, not misleading. Each of the consolidated balance sheets included in the Company Reports (including the related notes and schedules) fairly presents in all material respects the consolidated financial position of the Company and its Subsidiaries as of the respective dates thereof and each of the consolidated statements of operations, cash flows and stockholders’ equity included in the Company Reports (including any related notes and schedules) fairly presents in all material respects the results of operations, cash flows or changes in stockholders’ equity, as the case may be, of the Company and its Subsidiaries for the periods set forth therein, except as may be indicated in the notes thereto and, in the case of unaudited statements, for normal year-end audit adjustments. The principal executive officer of the Company and the principal financial officer of the Company (and each former principal executive officer or principal financial officer of the Company) have made the certifications required by Sections 302 and 906 of the Xxxxxxxx-Xxxxx Act of 2002 (the “Xxxxxxxx-Xxxxx Act”), and the rules and regulations of the SEC promulgated thereunder with respect to the Company Reports that were required to be accompanied by such certifications. For purposes of the preceding sentence, “principal executive officer” and “principal financial officer” shall have the meanings given to such terms in the Xxxxxxxx-Xxxxx Act. (b) Buyer is in compliance in all material respects with the applicable listing and corporate governance rules and regulations of the NYSE. (c) Buyer has established and maintained The Company maintains disclosure controls and procedures and internal controls over financial reporting required by Rule 13a-15 or 15d-15 under the Exchange Act Rules 13a-14 and 15d-14, except as disclosed in the Buyer SEC ReportsAct. Such disclosure controls and procedures are adequate designed to provide reasonable assurance that all material information concerning the Company and effective to ensure that information its Subsidiaries required to be disclosed by Buyer, including information relating to its consolidated Affiliates, the Company in the Company Reports is recorded and reported made known on a timely basis to its chief executive officer and chief financial officer by others within those entities. (d) Each the individuals responsible for the preparation of the consolidated Company’s filings with the SEC and other public disclosure documents and such internal controls over financial reporting are effective to provide reasonable assurance to the Company’s management and the Company Board regarding the reliability of financial reporting and the preparation of financial statements of Buyer and its Subsidiaries contained in the Buyer SEC Reports (the “Buyer Financial Statements”), together with related schedules and notes, presents fairly in all material respects the financial position of Buyer and its consolidated Subsidiaries at the dates indicated and the statement of operations and stockholders’ equity and cash flows of Buyer and its consolidated Subsidiaries for the periods specified, and said financials have been prepared external purposes in accordance with GAAP applied on a consistent basis throughout the periods involved, except as disclosed thereinGAAP.

SEC Matters. (a) Buyer BlackRock has filed or furnished, as applicable, on a timely basis all forms, statements, certifications, reports and documents required to be filed, filed or furnished or submitted by it with the SEC under the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or the Securities Act of 1933, as amended (the “Securities Act”), since January December 1, 2005 2003 (the “Applicable Date”) (the forms, statements, reports and documents filed, filed or furnished or submitted since the Applicable Date and those filed or furnished subsequent to the date hereof including any amendments thereto, the “Buyer BlackRock SEC Reports”). Each of the Buyer BlackRock SEC Reports, at the time of its filing or being furnished or submitted complied in all material respects with the applicable requirements of the Securities Act, the Exchange Act and the Xxxxxxxx-Xxxxx Act of 20022002 (the “Xxxxxxxx-Xxxxx Act”), and any rules and regulations promulgated thereunder applicable to the Buyer BlackRock SEC Reports. As of their respective dates (or, if amended prior to the date of this Agreementhereof, as of the date of such amendment) the Buyer BlackRock Table of Contents SEC Reports did not 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. (b) Buyer BlackRock is in compliance in all material respects with the applicable listing and corporate governance rules and regulations of the NYSE.New York Stock Exchange, Inc. (c) Buyer BlackRock has established and maintained disclosure controls and procedures required by Exchange Act Rules 13a-14 and 15d-14, except as disclosed in the Buyer SEC Reports. Such disclosure controls and procedures are adequate and effective to ensure that information required to be disclosed by BuyerBlackRock, including information relating to its consolidated Controlled Affiliates, is recorded and reported on a timely basis to its chief executive officer and chief financial officer by others within those entities. (d) Each of the consolidated financial statements of Buyer BlackRock and its Subsidiaries contained in the Buyer BlackRock SEC Reports (the “Buyer BlackRock Financial Statements”), together with related schedules and notes, presents fairly in all material respects the financial position of Buyer BlackRock and its consolidated Subsidiaries at the dates indicated and the statement of operations and stockholders’ equity and cash flows of Buyer BlackRock and its consolidated Subsidiaries for the periods specified, and said financials have been prepared in accordance with GAAP applied on a consistent basis throughout the periods involved, except as disclosed therein.

SEC Matters. (a) Buyer The Company has filed timely filed, within the time periods or furnishedextensions thereof prescribed under the Securities Act or the Exchange Act, as applicable, on a timely basis and the rules and regulations thereunder, all forms, statements, certifications, reports and other documents required to be filed, furnished or submitted filed by it with the SEC under the Exchange Act or the Securities Act since January October 1, 2005 2009 (the “Applicable Date”) (the forms, statements, reports and documents filed, furnished or submitted since the Applicable Date and those filed or furnished subsequent to the date hereof including any amendments theretocollectively, the “Buyer SEC Company Reports”). Each As of their respective dates (or, if amended, supplemented or superseded by a filing prior to the date of this Agreement, as of the Buyer SEC Reportsdate so amended, at supplemented or superseded), the time of its filing or being furnished or submitted Company Reports (i) complied in all material respects with the applicable requirements of the Securities Act, the Exchange Act Act, and the Xxxxxxxx-Xxxxx Act of 2002, and any rules and regulations promulgated thereunder applicable to the Buyer SEC Reports. As of their respective dates thereunder, and (or, if amended prior to the date of this Agreement, as of the date of such amendmentii) the Buyer SEC Reports did not 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 the light of the circumstances in under which they were made, not misleading. Each of the consolidated balance sheets included in the Company Reports (including the related notes and schedules) fairly presented in all material respects the consolidated financial position of the Company and its Subsidiaries as of the respective dates thereof and each of the consolidated statements of operations, cash flows and stockholders’ equity included in the Company Reports (including any related notes and schedules) fairly presents in all material respects the results of operations, cash flows or changes in stockholders’ equity, as the case may be, of the Company and its Subsidiaries for the periods set forth therein, in each case in accordance with GAAP consistently applied during the periods involved, except, as may be indicated in the notes thereto and, in the case of unaudited statements, for normal year-end audit adjustments. The principal executive officer of the Company and the principal financial officer of the Company (and each former principal executive officer or principal financial officer of the Company) have made the certifications required by Sections 302 and 906 of the Xxxxxxxx-Xxxxx Act of 2002 (the “Xxxxxxxx-Xxxxx Act”), and the rules and regulations of the SEC promulgated thereunder with respect to the Company Reports that were required to be accompanied by such certifications. For purposes of the preceding sentence, “principal executive officer” and “principal financial officer” shall have the meanings given to such terms in the Xxxxxxxx-Xxxxx Act. (b) Buyer is in compliance in all material respects with the applicable listing and corporate governance rules and regulations of the NYSE. (c) Buyer has established and maintained The Company maintains disclosure controls and procedures and internal controls over financial reporting required by Rule 13a-15 or 15d-15 under the Exchange Act Rules 13a-14 and 15d-14, except as disclosed in the Buyer SEC ReportsAct. Such disclosure controls and procedures are adequate designed to provide reasonable assurance that all material information concerning the Company and effective to ensure that information its Subsidiaries required to be disclosed by Buyer, including information relating to its consolidated Affiliates, the Company in the Company Reports is recorded and reported made known on a timely basis to its chief executive officer and chief financial officer by others within those entities. (d) Each the individuals responsible for the preparation of the consolidated Company’s filings with the SEC and other public disclosure documents and such internal controls over financial reporting are effective to provide reasonable assurance to the Company’s management and the Company Board regarding the reliability of financial reporting and the preparation of financial statements of Buyer and its Subsidiaries contained in the Buyer SEC Reports (the “Buyer Financial Statements”), together with related schedules and notes, presents fairly in all material respects the financial position of Buyer and its consolidated Subsidiaries at the dates indicated and the statement of operations and stockholders’ equity and cash flows of Buyer and its consolidated Subsidiaries for the periods specified, and said financials have been prepared external purposes in accordance with GAAP applied on a consistent basis throughout the periods involved, except as disclosed thereinGAAP.

SEC Matters. (a) Buyer has As of the Closing, Seller, as “successor registrant” of the Company, will have timely filed or furnishedfurnished all reports, as applicableschedules, on a timely basis all forms, statements, certifications, reports statements and other documents required to be filed, filed or furnished or submitted by it with or to the SEC under the Exchange Act or the Securities Act since January 1, 2005 (the “Applicable Date”) (the forms, statements, reports and documents filed, furnished or submitted since the Applicable Date completion of the Restructuring (together with all exhibits, financial statements and those filed or furnished subsequent to the date hereof including any amendments theretoschedules thereto and all information incorporated therein by reference, the “Buyer SEC ReportsDocuments”). Each of the Buyer SEC Reports, at the time As of its filing or being furnished or submitted date or, if amended, as of the date of the last such amendment, each SEC Document (other than any registration statement filed pursuant to the requirements of the Securities Act) complied in all material respects with the applicable requirements of the Securities Exchange Act, the Exchange Securities Act and the Xxxxxxxx-Xxxxx Act of 2002, and any rules and regulations promulgated thereunder applicable to such SEC Document and did not contain any untrue statement of a material fact or omit to state a material fact necessary in order to make the Buyer SEC Reportsstatements therein, in light of the circumstances under which they were made, not misleading. As of their respective dates (its effective date or, if amended prior to the date of this Agreementamended, as of the date of the last such amendment) , each SEC Document that is a registration statement filed pursuant to the Buyer requirements of the Securities Act complied in all material respects with the requirements of the Exchange Act, the Securities Act and the Xxxxxxxx-Xxxxx Act applicable to such SEC Reports Document and did not contain any an 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, therein not misleading. (b) Buyer is in compliance in Seller has timely responded to all material respects with the applicable listing and corporate governance rules and regulations comment letters of the NYSE. (c) Buyer has established and maintained disclosure controls and procedures required by Exchange Act Rules 13a-14 and 15d-14, except as disclosed in staff of the Buyer SEC Reports. Such disclosure controls and procedures are adequate and effective to ensure that information required to be disclosed by Buyer, including information relating to its consolidated Affiliatesthe SEC Documents, is recorded and reported on a timely basis to its chief executive officer and chief financial officer by others within those entities. (d) Each the SEC has not asserted that any of such responses are inadequate, insufficient or otherwise non-responsive. None of the consolidated financial statements SEC Documents is, to the Knowledge of Buyer and its Subsidiaries contained in Seller, the Buyer subject of ongoing SEC Reports (the “Buyer Financial Statements”), together with related schedules and notes, presents fairly in all material respects the financial position of Buyer and its consolidated Subsidiaries at the dates indicated and the statement of operations and stockholders’ equity and cash flows of Buyer and its consolidated Subsidiaries for the periods specified, and said financials have been prepared in accordance with GAAP applied on a consistent basis throughout the periods involved, except as disclosed thereinreview.

SEC Matters. (a) Buyer BlackRock has filed or furnished, as applicable, on a timely basis all forms, statements, certifications, reports and documents required to be filed, filed or furnished or submitted by it with the SEC under the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or the Securities Act of 1933, as amended (the “Securities Act”), since January December 1, 2005 2003 (the “Applicable Date”) (the forms, statements, reports and documents filed, filed or furnished or submitted since the Applicable Date and those filed or furnished subsequent to the date hereof including any amendments thereto, the “Buyer BlackRock SEC Reports”). Each of the Buyer BlackRock SEC Reports, at the time of its filing or being furnished or submitted complied in all material respects with the applicable requirements of the Securities Act, the Exchange Act and the Xxxxxxxx-Xxxxx Act of 20022002 (the “Xxxxxxxx-Xxxxx Act”), and any rules and regulations promulgated thereunder applicable to the Buyer BlackRock SEC Reports. As of their respective dates (or, if amended prior to the date of this Agreementhereof, as of the date of such amendment) the Buyer SEC Reports did not contain any untrue statement BlackRock Table 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.Contents (b) Buyer BlackRock is in compliance in all material respects with the applicable listing and corporate governance rules and regulations of the NYSE. New York Stock Exchange, Inc. (c) Buyer BlackRock has established and maintained disclosure controls and procedures required by Exchange Act Rules 13a-14 and 15d-14, except as disclosed in the Buyer SEC Reports. Such disclosure controls and procedures are adequate and effective to ensure that information required to be disclosed by BuyerBlackRock, including information relating to its consolidated Controlled Affiliates, is recorded and reported on a timely basis to its chief executive officer and chief financial officer by others within those entities. (d) Each of the consolidated financial statements of Buyer BlackRock and its Subsidiaries contained in the Buyer BlackRock SEC Reports (the “Buyer BlackRock Financial Statements”), together with related schedules and notes, presents fairly in all material respects the financial position of Buyer BlackRock and its consolidated Subsidiaries at the dates indicated and the statement of operations and stockholders’ equity and cash flows of Buyer BlackRock and its consolidated Subsidiaries for the periods specified, and said financials have been prepared in accordance with GAAP applied on a consistent basis throughout the periods involved, except as disclosed therein.

SEC Matters. (a) Buyer The Company has timely filed with or furnishedotherwise furnished to the SEC, within the time periods or extensions thereof prescribed under the Securities Act or the Exchange Act, as applicable, on a timely basis all forms, reports, proxy statements, certificationsschedules, reports statements, prospectuses, registration statements and other documents required to be filed, filed or furnished or submitted by it with the SEC under the Exchange Act or the Securities Act since January 1, 2005 2010 (collectively, the “Applicable DateCompany SEC Documents”) ). None of the Company SEC Documents is the subject of an outstanding SEC comment letter or outstanding SEC investigation as of the date hereof. As of their respective dates (the formsor, statementsif amended, reports and documents filed, furnished supplemented or submitted since the Applicable Date and those filed or furnished subsequent superseded by a filing prior to the date hereof including any amendments theretoof this Agreement, as of the date so amended, supplemented or superseded), the “Buyer Company SEC Reports”). Each of the Buyer SEC Reports, at the time of its filing or being furnished or submitted Documents (i) complied in all material respects with the applicable requirements of the Securities Act, the Exchange Act and the Xxxxxxxx-Xxxxx Act of 2002Exchange Act, and any rules and regulations promulgated thereunder applicable to the Buyer SEC Reports. As of their respective dates (or, if amended prior to the date of this Agreement, as of the date of such amendmentii) the Buyer SEC Reports did not 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 the light of the circumstances in under which they were made, not misleading. Each of the consolidated balance sheets included in the Company SEC Documents (including the related notes and schedules) fairly presented in all material respects the consolidated financial position of the Company and its Subsidiaries as of the respective dates thereof and each of the consolidated statements of operations, cash flows, comprehensive income and shareholders’ equity included in the Company SEC Documents (including any related notes and schedules) fairly presented in all material respects the results of operations, cash flows or changes in shareholders’ equity or comprehensive income, as the case may be, of the Company and its Subsidiaries for the periods set forth therein, and were prepared in each case in accordance with GAAP consistently applied during the periods involved, except, as may be indicated in the notes thereto and, in the case of unaudited statements, for normal year-end audit adjustments. The principal executive officer of the Company and the principal financial officer of the Company have made the certifications required by Sections 302 and 906 of the Xxxxxxxx-Xxxxx Act of 2002 (the “Xxxxxxxx-Xxxxx Act”), and the rules and regulations of the SEC promulgated thereunder with respect to the Company SEC Documents that were required to be accompanied by such certifications. For purposes of the preceding sentence, “principal executive officer” and “principal financial officer” shall have the meanings given to such terms in the Xxxxxxxx-Xxxxx Act. (b) Buyer The Company maintains disclosure controls and procedures and internal controls over financial reporting required by Rule 13a-15 or 15d-15 under the Exchange Act. Such disclosure controls and procedures are designed to ensure that (i) all information required to be disclosed by the Company in the reports that it files or submits under the Exchange Act is recorded, processed, summarized and reported, within the time periods specified in the rules and forms of the SEC, and (ii) such information is accumulated and communicated to the Company’s management, including the Company’s principal executive officer and principal financial officer, or individuals performing similar functions, as appropriate to allow timely decisions regarding required disclosure. The Company’s internal controls over financial reporting are designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with GAAP. No significant deficiency, material weakness or fraud (with respect to fraud, whether or not material), that involves management or other employees was identified in management’s assessment of internal controls as of December 31, 2012 or has otherwise been disclosed to the Company’s management or Board of Directors (or committee thereof) between such date and the date of this Agreement. (c) Since January 1, 2011, (i) neither the Company nor any of its Subsidiaries nor, to the knowledge of the Company, any auditor, accountant or Representative of the Company or any of its Subsidiaries has received any material complaint, allegation, assertion or claim, whether written or oral, regarding the accounting or auditing practices, procedures, methodologies or methods of the Company or any of its Subsidiaries or their respective internal accounting controls, including any material complaint, allegation, assertion or claim that the Company or any of its Subsidiaries has engaged in questionable accounting or auditing practices and (ii) no Person, whether or not employed by the Company or any of its Subsidiaries, has reported evidence of a material violation of securities laws, breach of fiduciary duty or similar violation by the Company or any of its officers, directors, employees or agents to the Company Board or any committee thereof or to any director or officer of the Company. (d) The Company is in compliance in all material respects with the applicable all current listing and corporate governance rules and regulations requirements of the NYSENasdaq. (c) Buyer has established and maintained disclosure controls and procedures required by Exchange Act Rules 13a-14 and 15d-14, except as disclosed in the Buyer SEC Reports. Such disclosure controls and procedures are adequate and effective to ensure that information required to be disclosed by Buyer, including information relating to its consolidated Affiliates, is recorded and reported on a timely basis to its chief executive officer and chief financial officer by others within those entities. (d) Each of the consolidated financial statements of Buyer and its Subsidiaries contained in the Buyer SEC Reports (the “Buyer Financial Statements”), together with related schedules and notes, presents fairly in all material respects the financial position of Buyer and its consolidated Subsidiaries at the dates indicated and the statement of operations and stockholders’ equity and cash flows of Buyer and its consolidated Subsidiaries for the periods specified, and said financials have been prepared in accordance with GAAP applied on a consistent basis throughout the periods involved, except as disclosed therein.

SEC Matters. (a) Buyer BlackRock has filed or furnished, as applicable, on a timely basis all forms, statements, certifications, reports and documents required to be filed, filed or furnished or submitted by it with the SEC under the Securities Exchange Act of 1934, as amended (the "Exchange Act"), or the Securities Act of 1933, as amended (the "Securities Act"), since January December 1, 2005 2003 (the “"Applicable Date”") (the forms, statements, reports and documents filed, filed or furnished or submitted since the Applicable Date and those filed or furnished subsequent to the date hereof including any amendments thereto, the “Buyer "BlackRock SEC Reports”"). Each of the Buyer BlackRock SEC Reports, at the time of its filing or being furnished or submitted complied in all material respects with the applicable requirements of the Securities Act, the Exchange Act and the XxxxxxxxSarbanes-Xxxxx Oxley Act of 20022002 (the "Sarbanes-Oxley Act"), and any rules and regulations xxx xxxxxxxxxxs promulgated thereunder applicable therexxxxx xxxxxxxxle to the Buyer BlackRock SEC Reports. As of their respective dates (or, if amended prior to the date of this Agreementhereof, as of the date of such amendment) the Buyer BlackRock SEC Reports did not 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. (b) Buyer BlackRock is in compliance in all material respects with the applicable listing and corporate governance rules and regulations of the NYSE.New York Stock Exchange, Inc. (c) Buyer BlackRock has established and maintained disclosure controls and procedures required by Exchange Act Rules 13a-14 and 15d-14, except as disclosed in the Buyer SEC Reports. Such disclosure controls and procedures are adequate and effective to ensure that information required to be disclosed by BuyerBlackRock, including information relating to its consolidated Controlled Affiliates, is recorded and reported on a timely basis to its chief executive officer and chief financial officer by others within those entities. (d) Each of the consolidated financial statements of Buyer BlackRock and its Subsidiaries contained in the Buyer BlackRock SEC Reports (the “Buyer "BlackRock Financial Statements”"), together with related schedules and notes, presents fairly in all material respects the financial position of Buyer BlackRock and its consolidated Subsidiaries at the dates indicated and the statement of operations and stockholders’ ' equity and cash flows of Buyer BlackRock and its consolidated Subsidiaries for the periods specified, and said financials have been prepared in accordance with GAAP applied on a consistent basis throughout the periods involved, except as disclosed therein.

SEC Matters. (a) Buyer The Company has filed timely filed, within the time periods or furnishedextensions thereof prescribed under the Securities Act or the Exchange Act, as applicable, on a timely basis and the rules and regulations thereunder, all forms, statements, certifications, reports and other documents required to be filed, furnished or submitted filed by it with the SEC under the Exchange Act or the Securities Act since January 1, 2005 2009 (the “Applicable Date”) (the forms, statements, reports and documents filed, furnished or submitted since the Applicable Date and those filed or furnished subsequent to the date hereof including any amendments theretocollectively, the “Buyer SEC Company Reports”). Each As of their respective dates (or, if amended, supplemented or superseded by a filing prior to the date of this Agreement, as of the Buyer SEC Reportsdate so amended, at supplemented or superseded), the time of its filing or being furnished or submitted Company Reports (i) complied in all material respects with the applicable requirements of the Securities Act, the Exchange Act Act, and the Xxxxxxxx-Xxxxx Act of 2002, and any rules and regulations promulgated thereunder applicable to the Buyer SEC Reports. As of their respective dates thereunder, and (or, if amended prior to the date of this Agreement, as of the date of such amendmentii) the Buyer SEC Reports did not 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 the light of the circumstances in under which they were made, not misleading. Each of the consolidated balance sheets included in the Company Reports (including the related notes and schedules) fairly presented in all material respects the consolidated financial position of the Company and its Subsidiaries as of the respective dates thereof and each of the consolidated statements of operations, cash flows and stockholders’ equity included in the Company Reports (including any related notes and schedules) fairly presents in all material respects the results of operations, cash flows or changes in stockholders’ equity, as the case may be, of the Company and its Subsidiaries for the periods set forth therein, in each case in accordance with GAAP consistently applied during the periods involved, except, as may be indicated in the notes thereto and, in the case of unaudited statements, for normal year-end audit adjustments. The principal executive officer of the Company and the principal financial officer of the Company (and each former principal executive officer or principal financial officer of the Company) have made the certifications required by Sections 302 and 906 of the Xxxxxxxx-Xxxxx Act of 2002 (the “Xxxxxxxx-Xxxxx Act”), and the rules and regulations of the SEC promulgated thereunder with respect to the Company Reports that were required to be accompanied by such certifications. For purposes of the preceding sentence, “principal executive officer” and “principal financial officer” shall have the meanings given to such terms in the Xxxxxxxx-Xxxxx Act. (b) Buyer is in compliance in all material respects with the applicable listing and corporate governance rules and regulations of the NYSE. (c) Buyer has established and maintained The Company maintains disclosure controls and procedures and internal controls over financial reporting required by Rule 13a-15 or 15d-15 under the Exchange Act Rules 13a-14 and 15d-14, except as disclosed in the Buyer SEC ReportsAct. Such disclosure controls and procedures are adequate designed to provide reasonable assurance that all material information concerning the Company and effective to ensure that information its Subsidiaries required to be disclosed by Buyer, including information relating to its consolidated Affiliates, the Company in the Company Reports is recorded and reported made known on a timely basis to its chief executive officer and chief financial officer by others within those entities. (d) Each the individuals responsible for the preparation of the consolidated Company’s filings with the SEC and other public disclosure documents and such internal controls over financial reporting are effective to provide reasonable assurance to the Company’s management and the Company Board regarding the reliability of financial reporting and the preparation of financial statements of Buyer and its Subsidiaries contained in the Buyer SEC Reports (the “Buyer Financial Statements”), together with related schedules and notes, presents fairly in all material respects the financial position of Buyer and its consolidated Subsidiaries at the dates indicated and the statement of operations and stockholders’ equity and cash flows of Buyer and its consolidated Subsidiaries for the periods specified, and said financials have been prepared external purposes in accordance with GAAP applied on a consistent basis throughout the periods involved, except as disclosed thereinGAAP.

SEC Matters. (a) Buyer Sensytech has previously delivered (except to the extent such filings are publicly available on the EXXXX system) to Argon each registration statement, report, proxy statement or information statement (other than preliminary materials) filed by Sensytech with the SEC since January 1, 1999, each in the form (including exhibits and any amendments thereto) filed with the SEC prior to the date hereof. In addition, Sensytech has previously delivered to Argon all comment letters received by the Company by the SEC staff since January 1, 1999 and all responses to such comment letters by or furnished, as applicable, on a behalf of Sensytech. Sensytech has timely basis filed all forms, statements, certifications, reports and documents required to be filed, furnished or submitted filed by it with the SEC under the Exchange Act or the Securities Act pursuant to relevant securities statutes, regulations, policies and rules since January 1, 2005 1999 (the “Applicable Date”) (the forms, statements, reports and documents filed, furnished or submitted since the Applicable Date and those filed or furnished subsequent to the date hereof including any amendments theretocollectively, the “Buyer SEC Sensytech Reports”). Each of the Buyer SEC Reports, at the time of its filing or being furnished or submitted complied in all material respects with the applicable requirements of the Securities Act, the Exchange Act and the Xxxxxxxx-Xxxxx Act of 2002, and any rules and regulations promulgated thereunder applicable to the Buyer SEC Reports. As of their respective dates (or, if amended amended, supplemented or superseded by a filing prior to the date of this Agreement, as of the date so amended, supplemented or superseded), the Sensytech Reports (i) were prepared in accordance with the applicable requirements of such amendmentthe Securities Act, the Exchange Act, and the rules and regulations thereunder and complied with the requirements thereof including all of the then applicable accounting requirements and (ii) the Buyer SEC Reports did not 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 the light of the circumstances in under which they were made, not misleading. Each of the consolidated balance sheets included in the Sensytech Reports (including the related notes and schedules) fairly presents in all material respects the consolidated financial position of Sensytech and its Subsidiaries as of its date and each of the consolidated statements of operations, cash flows and stockholders’ equity included in the Sensytech Reports (including any related notes and schedules) fairly presents in all material respects the results of operations, cash flows or changes in stockholders’ equity, as the case may be, of Sensytech and its Subsidiaries for the periods set forth therein, in each case in accordance with generally accepted accounting principles consistently applied during the periods involved, except, in the case of unaudited statements, for normal year-end audit adjustments that were not, or with respect to any such statement contained in any Sensytech Reports to be filed after the date hereof are not reasonably expected to be, material in amount or effect. PriceWaterhouseCoopers LLP (“PWC”), which has expressed its opinion with respect to the financial statements of Sensytech and its Subsidiaries included in the Sensytech Reports (including the related notes) to the extent required by the federal securities laws, is and has been throughout the periods covered by such financial statements “independent” with respect to the Company within the meaning of Regulation S-X and in compliance with subsections (g) through (i) of Section 10A of the Exchange Act and the related rules of the SEC and the Public Company Accounting Oversight Board. Section 4.6 of the Sensytech Disclosure Schedule lists all non- audit services performed by PWC for Sensytech and its Subsidiaries since January 1, 1999. The principal executive officer of Sensytech and the principal financial officer of Sensytech (and each former principal officer or principal financial officer of Sensytech) have made the certifications required by Sections 302 and 906 of the Sxxxxxxx-Xxxxx Act of 2002 (the “Sxxxxxxx-Xxxxx Act”), and the rules and regulations of the SEC promulgated thereunder with respect to the Sensytech Reports filed since such certifications have been required. For purposes of the preceding sentence, “principal executive officer” and “principal financial officer” shall have the meanings given to such terms in the Sxxxxxxx-Xxxxx Act. Neither Sensytech nor any of its Subsidiaries has been a party to any securitization transactions or “off-balance sheet arrangements” (as defined in Item 303 of Regulation S-K of the Exchange Act) at any time since January 1, 1999. (b) Buyer is in compliance in Sensytech maintains disclosure controls and procedures to the extent presently required by Rule 13a-15 or 15d-15 under the Exchange Act; such controls and procedures are effective to ensure that all material respects information concerning Sensytech and its Subsidiaries is made known on a timely basis to the individuals responsible for the preparation of Sensytech’s filings with the applicable listing SEC and corporate governance rules other public disclosure documents. Since January 1, 1999, Sensytech has not received notice from the SEC or any other Governmental Entity that any of its accounting policies or practices are the subject of any review, inquiry, investigation or challenge, other than comments from the SEC on Sensytech filings which comments have either been satisfied or withdrawn by the SEC and regulations of the NYSEother than routine government contract reviews. (c) Buyer Sensytech has established and maintained disclosure controls and procedures required by Exchange Act Rules 13a-14 and 15d-14not filed any report with the SEC or any other securities regulatory authority or any securities exchange or other self regulatory authority that, except as disclosed in of the Buyer SEC Reports. Such disclosure controls and procedures are adequate and effective to ensure that information required to be disclosed by Buyerdate of this Agreement, including information relating to its consolidated Affiliates, is recorded and reported on a timely basis to its chief executive officer and chief financial officer by others within those entitiesremains confidential. (d) Each of Sensytech and its Subsidiaries maintains accurate books and records reflecting its assets and liabilities and maintains proper and adequate internal accounting controls which provide assurance that (i) transactions are executed with management’s authorization; (ii) transactions are recorded as necessary to permit preparation of the consolidated financial statements of Buyer Sensytech and to maintain accountability for Sensytech’s consolidated assets; (iii) access to its Subsidiaries contained in the Buyer SEC Reports (the “Buyer Financial Statements”), together with related schedules and notes, presents fairly in all material respects the financial position of Buyer and its consolidated Subsidiaries at the dates indicated and the statement of operations and stockholders’ equity and cash flows of Buyer and its consolidated Subsidiaries for the periods specified, and said financials have been prepared assets is permitted only in accordance with GAAP applied management’s authorization; (iv) the reporting of its assets is compared with existing assets at regular intervals; and (v) proper and adequate procedures are implemented to effect the collection thereof on a consistent basis throughout current and timely basis. (e) Sensytech has not, since July 30, 2002, extended or maintained credit, arranged for the periods involvedextension of credit, except as disclosed thereinor modified or renewed an extension of credit, in the form of a personal loan to or for any director or executive officer (or equivalent thereof) of Sensytech in violation of Section 202 of the Sxxxxxxx-Xxxxx Act. Section 4.5(e) of the Sensytech Disclosure Schedule identifies any loan or extension of credit maintained by Sensytech to which the second sentence of Section 13(k)(1) of the Exchange Act applies.

SEC Matters. (a) Buyer BlackRock has filed or furnished, as applicable, on a timely basis all forms, statements, certifications, reports and documents required to be filed, filed or furnished or submitted by it with the SEC under the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or the Securities Act of 1933, as amended (the “Securities Act”), since January December 1, 2005 2003 (the “Applicable Date”) (the forms, statements, reports and documents filed, filed or furnished or submitted since the Applicable Date and those filed or furnished subsequent to the date hereof including any amendments thereto, the “Buyer BlackRock SEC Reports”). Each of the Buyer BlackRock SEC Reports, at the time of its filing or being furnished or submitted complied in all material respects with the applicable requirements of the Securities Act, the Exchange Act and the XxxxxxxxSxxxxxxx-Xxxxx Act of 20022002 (the “Sxxxxxxx-Xxxxx Act”), and any rules and regulations promulgated thereunder applicable to the Buyer BlackRock SEC Reports. As of their respective dates (or, if amended prior to the date of this Agreementhereof, as of the date of such amendment) the Buyer BlackRock SEC Reports did not 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. (b) Buyer BlackRock is in compliance in all material respects with the applicable listing and corporate governance rules and regulations of the NYSE.New York Stock Exchange, Inc. (c) Buyer BlackRock has established and maintained disclosure controls and procedures required by Exchange Act Rules 13a-14 and 15d-14, except as disclosed in the Buyer SEC Reports. Such disclosure controls and procedures are adequate and effective to ensure that information required to be disclosed by BuyerBlackRock, including information relating to its consolidated Controlled Affiliates, is recorded and reported on a timely basis to its chief executive officer and chief financial officer by others within those entities. (d) Each of the consolidated financial statements of Buyer BlackRock and its Subsidiaries contained in the Buyer BlackRock SEC Reports (the “Buyer BlackRock Financial Statements”), together with related schedules and notes, presents fairly in all material respects the financial position of Buyer BlackRock and its consolidated Subsidiaries at the dates indicated and the statement of operations and stockholders’ equity and cash flows of Buyer BlackRock and its consolidated Subsidiaries for the periods specified, and said financials have been prepared in accordance with GAAP applied on a consistent basis throughout the periods involved, except as disclosed therein.

SEC Matters. (a) Buyer The Company has filed timely filed, within the time periods or furnishedextensions thereof prescribed under the Securities Act or the Exchange Act, as applicable, on a timely basis and the rules and regulations thereunder, all forms, statements, certifications, reports and other documents required to be filed, furnished or submitted filed by it with the SEC under the Exchange Act or the Securities Act since January June 1, 2005 2010 (the “Applicable Date”) (the forms, statements, reports and documents filed, furnished or submitted since the Applicable Date and those filed or furnished subsequent to the date hereof including any amendments theretocollectively, the “Buyer SEC Company Reports”). Each As of their respective dates (or, if amended, supplemented or superseded by a filing prior to the date of this Agreement, as of the Buyer SEC Reportsdate so amended, at supplemented or superseded), the time of its filing or being furnished or submitted Company Reports (i) complied in all material respects with the applicable requirements of the Securities Act, the Exchange Act Act, and the Xxxxxxxx-Xxxxx Act of 2002, and any rules and regulations promulgated thereunder applicable to the Buyer SEC Reports. As of their respective dates thereunder, and (or, if amended prior to the date of this Agreement, as of the date of such amendmentii) the Buyer SEC Reports did not 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 the light of the circumstances in under which they were made, not misleading. . Each of the consolidated balance sheets included in the Company Reports (bincluding the related notes and schedules) Buyer is in compliance fairly presented in all material respects the consolidated financial position of the Company and its Subsidiaries as of the respective dates thereof and each of the consolidated statements of operations, cash flows and stockholders’ equity included in the Company Reports (including any related notes and schedules) fairly presents in all material respects the results of operations, cash flows or changes in stockholders’ equity, as the case may be, of the Company and its Subsidiaries for the periods set forth therein, in each case in accordance with GAAP consistently applied during the applicable listing periods involved, except, as may be indicated in the notes thereto and, in the case of unaudited statements, for normal year-end audit adjustments. The principal executive officer of the Company and corporate governance the principal financial officer of the Company (and each former principal executive officer or principal financial officer of the Company) have made the certifications required by Sections 302 and 906 of the Xxxxxxxx-Xxxxx Act of 2002 (the “Xxxxxxxx-Xxxxx Act”), and the rules and regulations of the NYSE. (c) Buyer has established and maintained disclosure controls and procedures required by Exchange Act Rules 13a-14 and 15d-14, except as disclosed in SEC promulgated thereunder with respect to the Buyer SEC Reports. Such disclosure controls and procedures are adequate and effective to ensure Company Reports that information were required to be disclosed accompanied by Buyer, including information relating to its consolidated Affiliates, is recorded and reported on a timely basis to its chief executive officer and chief financial officer by others within those entities. (d) Each such certifications. For purposes of the consolidated preceding sentence, “principal executive officer” and “principal financial statements of Buyer and its Subsidiaries contained officer” shall have the meanings given to such terms in the Buyer SEC Reports (the “Buyer Financial Statements”), together with related schedules and notes, presents fairly in all material respects the financial position of Buyer and its consolidated Subsidiaries at the dates indicated and the statement of operations and stockholders’ equity and cash flows of Buyer and its consolidated Subsidiaries for the periods specified, and said financials have been prepared in accordance with GAAP applied on a consistent basis throughout the periods involved, except as disclosed thereinXxxxxxxx-Xxxxx Act.

SEC Matters. (a) Buyer has filed or furnished, as applicable, on a timely basis all forms, statements, certifications, reports and documents required to be filed, furnished or submitted by it with the SEC under the Exchange Act or the Securities Act since January 1, 2005 2012 (the “Applicable Date”) through the date hereof (the forms, statements, reports and documents filed, furnished or submitted since the Applicable Date and those filed or furnished subsequent to through the date hereof including any amendments theretohereof, the “Buyer SEC Reports”). Each of the Buyer SEC Reports, at the time of its filing or being furnished or submitted (or, if amended or superseded prior to the date of this Agreement as of the date of such amendment or superseding filing) complied in all material respects with the applicable requirements of the Securities Act, the Exchange Act and the XxxxxxxxSxxxxxxx-Xxxxx Act of 2002, and any rules and regulations promulgated thereunder applicable to the Buyer SEC Reports. As of their respective dates (or, if amended or superseded prior to the date of this Agreement, as of the date of such amendmentamendment or superseding filing) the Buyer SEC Reports did not 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. (b) Buyer is in compliance compliance, and Buyer’s performance of its obligations hereunder shall be in all material respects compliance, with the applicable listing and corporate governance rules and regulations of the NYSENASDAQ. (c) Buyer has established and maintained disclosure controls and procedures required by Exchange Act Rules 13a-14 and 15d-14, except as disclosed in the Buyer SEC Reports. Such disclosure controls and procedures are adequate and effective to ensure that information required to be disclosed by Buyer, including information relating to its consolidated AffiliatesSubsidiaries, is recorded and reported on a timely basis to its chief executive officer and chief financial officer by others within those entities. (d) Each of the consolidated financial statements of Buyer and its Subsidiaries contained in the Buyer SEC Reports (the “Buyer Financial Statements”)Reports, together with related schedules and notes, presents fairly in all material respects the financial position of Buyer and its consolidated Subsidiaries at the dates indicated and the statement of operations and stockholders’ equity and cash flows of Buyer and its consolidated Subsidiaries for the periods specified, and said financials have been prepared in accordance with GAAP applied on a consistent basis throughout the periods involved, except as disclosed therein.

SEC Matters. (ai) Buyer has filed or furnishedAs promptly as practicable after execution of this Agreement, the Seller shall prepare and file a Current Report on Form 8-K pursuant to the Securities Exchange Act to report the execution of this Agreement, and the Parties shall issue a mutually agreeable press release announcing the execution of this Agreement. (ii) As promptly as applicablepracticable after execution of this Agreement, on a timely basis all forms, statements, certifications, reports the Seller will prepare and documents required to be filed, furnished or submitted by it file with the SEC under SEC, in consultation with the Exchange Act Purchaser and its Affiliates, a proxy statement/prospectus and a form of proxy, in connection with the vote of the Seller’s stockholders with respect to the Transactions (such proxy statement/prospectus, together with any amendments thereof or supplements thereto, in each case in the Securities Act since January 1form or forms mailed to the Seller’s stockholders, 2005 (is herein called the “Applicable Date”) (the forms, statements, reports and documents filed, furnished or submitted since the Applicable Date and those filed or furnished subsequent to the date hereof including any amendments thereto, the “Buyer SEC ReportsProxy Statement”). Each of Party will use, and will cause its respective Affiliates to use, commercially reasonable best efforts to have the Buyer Proxy Statement approved by the SEC Reportsas promptly as practicable after such filing, at and the time of its filing or being furnished or submitted complied Seller shall thereafter, in all material respects compliance with the applicable relevant requirements of the Securities Exchange Act, cause the Proxy Statement to be filed and mailed to its stockholders at the earliest practicable date. The Purchaser acknowledges that the Proxy Statement and certain other forms, reports and other filings required to be made by the Seller under the Securities Exchange Act in connection with the Transaction (collectively, “Additional Proxy Materials”) may require certain disclosures regarding the Purchaser and its Affiliates. Accordingly, the Xxxxxxxx-Xxxxx Act Purchaser covenants and agrees (A) to provide to Seller promptly all information concerning the Purchaser and its Affiliates that is reasonably required to be included in the Proxy Statement and Additional Proxy Materials, (B) to make their respective Representatives available to the Seller and its counsel in connection with the drafting of 2002the Proxy Statement and responding in a timely manner to comments from the SEC, (C) the Proxy Statement, the Additional Proxy Materials and any rules and regulations promulgated thereunder applicable to supplements thereto, or provided by the Buyer SEC Reports. As of their respective dates (orSeller for inclusion in the Proxy Statement, if amended prior to the date of this AgreementAdditional Proxy Materials or any supplements thereto or any other document filed with any other regulatory agency in connection herewith, as of the date of such amendment) the Buyer SEC Reports did shall not 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 are made, not misleading. If, at any time prior to the Closing, the Purchaser or any of its Affiliates or Representatives becomes aware of any event, fact or circumstance relating to matter which should be set forth in an amendment or a supplement to the Proxy Statement so that such documents would not contain any untrue statement of a material fact or failure to state a material fact necessary to make the statements therein, in light of the circumstances in which they are made, not misleading, then the Purchaser shall promptly inform the Seller and its Affiliates and Representatives of such event, fact or circumstance and shall cooperate with the Seller in preparing and disseminating any such required amendment or supplement. (biii) Buyer is in compliance in all material respects with Prior to the applicable listing and corporate governance rules and regulations Closing, the Parties shall prepare a mutually agreeable press release announcing the consummation of the NYSETransaction. (civ) Buyer has established The Purchaser acknowledges and maintained disclosure controls agrees that the Purchaser, its Affiliates and procedures required by Exchange Act Rules 13a-14 Representatives and 15d-14, except as disclosed in its and their respective Affiliates and Representatives may be exposed to material nonpublic information regarding the Buyer SEC Reports. Such disclosure controls Seller and procedures are adequate and effective to ensure that information required to be disclosed by Buyer, including information relating to its consolidated Affiliates, is recorded and reported on a timely basis to its chief executive officer and chief financial officer by others within those entities. (d) Each Affiliates during the course of the consolidated financial statements of Buyer and its Subsidiaries contained in the Buyer SEC Reports (the “Buyer Financial Statements”), together with related schedules and notes, presents fairly in all material respects the financial position of Buyer and its consolidated Subsidiaries at the dates indicated and the statement of operations and stockholders’ equity and cash flows of Buyer and its consolidated Subsidiaries for the periods specifiedTransaction, and said financials have been prepared aware of the restrictions imposed by United States federal securities and other Laws applicable to Persons possessing material nonpublic information about a public company. The Purchaser agrees, for itself and on behalf of its Affiliates and Representatives and their respective Affiliates and Representatives, that, while any of them are in accordance possession of such material nonpublic information, none of such Persons shall (A) purchase or sell any securities of the Seller, (B) communicate such information to any other Person, (C) take any other action with GAAP applied on a consistent basis throughout respect to the periods involvedSeller or its securities in violation of such Laws, except as disclosed thereinor (D) cause or encourage any other Person to do any of the foregoing.

SEC Matters. (a) Buyer ADG has timely filed or furnished, as applicable, on a timely basis all forms, statements, certifications, reports and other documents required to be filed, furnished or submitted filed by it with the SEC under the Securities and Exchange Act or the Securities Act Commission (“SEC”) since January 1, 2005 2007 (the “Applicable Date”) (the forms, statements, reports and documents filed, furnished or submitted since the Applicable Date and those filed or furnished subsequent to the date hereof including any amendments theretocollectively, the “Buyer SEC ADG Reports”). Each As of their respective dates (or, if amended, supplemented or superseded by a filing prior to the date of this Agreement, as of the Buyer SEC Reportsdate so amended, at supplemented or superseded), the time of its filing or being furnished or submitted ADG Reports (i) complied in all material respects with the applicable requirements of the Securities Act of 1933, as amended (the “Securities Act”), the Securities Exchange Act of 1934, as amended (the “Exchange Act”) and the Xxxxxxxx-Xxxxx Act of 2002, and any rules and regulations promulgated thereunder applicable to the Buyer SEC Reports. As of their respective dates and (or, if amended prior to the date of this Agreement, as of the date of such amendmentii) the Buyer SEC Reports did not 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 the light of the circumstances in under which they were made, not misleading. (b) Buyer Each of the consolidated balance sheets included in the ADG Reports (including the related notes and schedules) fairly presented in all material respects the consolidated financial position of ADG and its Subsidiaries as of the respective dates thereof, and each of the consolidated statements of operations, cash flows and stockholders’ equity included in the ADG Reports (including any related notes and schedules) fairly presented in all material respects the results of operations, cash flows or changes in stockholders’ equity, as the case may be, of ADG and its Subsidiaries for the periods set forth therein, in each case in accordance with GAAP consistently applied during the periods involved, except as may be indicated in the notes thereto and, in the case of unaudited statements, for normal year-end audit adjustments. (c) The principal executive officer of ADG and the principal financial officer of ADG (and each former principal executive officer or principal financial officer of ADG) have made the certifications required by Sections 302 and 906 of the Xxxxxxxx-Xxxxx Act of 2002 (the “Xxxxxxxx-Xxxxx Act”) and the rules and regulations of the SEC promulgated thereunder with respect to the ADG Reports that that were required to be accompanied by such certifications. For purposes of the preceding sentence, “principal executive officer” and “principal financial officer” shall have the meanings given to such terms in the Xxxxxxxx-Xxxxx Act. (d) ADG maintains disclosure controls and procedures and internal controls over financial reporting required by Rule 13a-15 or 15d-15 under the Exchange Act. Such controls and procedures are designed to provide reasonable assurance that all material information concerning ADG and its Subsidiaries required to be disclosed by ADG in the ADG Reports is made known on a timely basis to the individuals responsible for the preparation of ADG’s filings with the SEC and other public disclosure documents and such internal controls over financial reporting are effective to provide reasonable assurance to ADG’s management and the ADG Board regarding the reliability of financial reporting and the preparation of financial statements for external purposes in compliance accordance with GAAP. (e) None of the information to be included by ADG in the Proxy Statement or the other documents required to be filed by ADG in connection with the Purchase and the other transactions contemplated by this Agreement will at the time of its filing, dissemination to the ADG Stockholders or at the time of the Stockholders Meeting, contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they are made, not misleading. The Proxy Statement will comply in all material respects with the applicable listing and corporate governance rules and regulations requirements of the NYSE. (c) Buyer has established and maintained disclosure controls and procedures required by Exchange Securities Act Rules 13a-14 and 15d-14, except as disclosed in the Buyer SEC Reports. Such disclosure controls and procedures are adequate and effective to ensure that information required to be disclosed by Buyer, including information relating to its consolidated Affiliates, is recorded and reported on a timely basis to its chief executive officer and chief financial officer by others within those entities. (d) Each of the consolidated financial statements of Buyer and its Subsidiaries contained in the Buyer SEC Reports (the “Buyer Financial Statements”), together with related schedules and notes, presents fairly in all material respects the financial position of Buyer and its consolidated Subsidiaries at the dates indicated and the statement of operations and stockholders’ equity and cash flows of Buyer and its consolidated Subsidiaries for the periods specified, and said financials have been prepared in accordance with GAAP applied on a consistent basis throughout the periods involved, except as disclosed thereinExchange Act.

SEC Matters. (a) Buyer The Company has filed timely filed, within the time periods or furnishedextensions thereof prescribed under the Securities Act or the Exchange Act, as applicable, on a timely basis and the rules and regulations thereunder, all forms, registration statements, certificationsproxy statements, information statements, reports and other documents required to be filed, furnished or submitted filed by it with the SEC under the Exchange Act or the Securities Act since January 1, 2005 2010 (the “Applicable Date”) (the forms, statements, reports and documents filed, furnished or submitted since the Applicable Date and those filed or furnished subsequent to the date hereof including any amendments theretocollectively, the “Buyer SEC Company Reports”). Each As of their respective dates (and, if amended, supplemented or superseded by a filing prior to the date of this Agreement, as of the Buyer SEC Reportsdate so amended, at supplemented or superseded), the time of its filing or being furnished or submitted Company Reports (i) complied in all material respects with the applicable requirements of the Securities Act, the Exchange Act Act, and the Xxxxxxxx-Xxxxx Act of 2002, and any rules and regulations promulgated thereunder applicable to the Buyer SEC Reports. As of their respective dates thereunder, and (or, if amended prior to the date of this Agreement, as of the date of such amendmentii) the Buyer SEC Reports did not 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 the light of the circumstances in under which they were made, not misleading. (b) Buyer . None of the Company’s Subsidiaries is in compliance in all material respects required to file or furnish any forms, reports, registrations, schedules, statements or other documents with the applicable listing and corporate governance rules and regulations SEC. As of the NYSE. (c) Buyer date of this Agreement, the Company has established made available to Parent true, correct, and maintained disclosure controls complete copies of all agreements and procedures required all amendments and modifications that have not been filed by Exchange Act Rules 13a-14 the Company with the SEC to all agreements, documents and 15d-14, except as disclosed other instruments that previously had been filed by the Company with the SEC and are currently in the Buyer SEC Reportseffect. Such disclosure controls and procedures are adequate and effective to ensure that information required to be disclosed by Buyer, including information relating to its consolidated Affiliates, is recorded and reported on a timely basis to its chief executive officer and chief financial officer by others within those entities. (d) Each of the consolidated financial statements of Buyer and its Subsidiaries contained in the Buyer SEC Company Reports (including the related notes and schedules) (the “Buyer Financial StatementsCompany Financials”), together with related schedules and notes, presents fairly in all material respects the financial position of Buyer and its consolidated Subsidiaries at the dates indicated and the statement of operations and stockholders’ equity and cash flows of Buyer and its consolidated Subsidiaries for the periods specified, and said financials have been ) was prepared in accordance with GAAP GAAP, applied on a consistent basis throughout the periods involved, except fairly presented in all material respects the consolidated financial position of the Company and its Subsidiaries as of the respective dates thereof and each of the consolidated statements of operations, cash flows and stockholders’ equity included in the Company Reports (including any related notes and schedules) fairly presents in all material respects the results of operations, cash flows or changes in stockholders’ equity, as the case may be, of the Company and its Subsidiaries for the periods set forth therein and in each case was prepared in accordance with GAAP consistently applied during the periods involved, except, in the case of unaudited statements, for normal and recurring year-end audit adjustments which are not expected to be material in amount, and complied as to form in all material respects with the published rules and regulations of the SEC with respect thereto. The Company has no existing plan to correct or restate nor, to the Company’s Knowledge, is there any basis, facts or circumstances that would reasonably be expected to result in any correction or restatement of, any material aspect of the Company Financials. The principal executive officer of the Company and the principal financial officer of the Company (and each former principal executive officer or principal financial officer of the Company) have made the certifications required by Sections 302 and 906 of the Xxxxxxxx-Xxxxx Act of 2002 (the “Xxxxxxxx-Xxxxx Act”), and the rules and regulations of the SEC promulgated thereunder with respect to the Company Reports that were required to be accompanied by such certifications, and the statements contained in any such certifications are complete and correct. For purposes of the preceding sentence, “principal executive officer” and “principal financial officer” shall have the meanings given to such terms in the Xxxxxxxx-Xxxxx Act. Since January 1, 2010, neither the Company nor any of its executive officers has received any written notice from any Governmental Entity challenging or questioning the accuracy, completeness, form or manner of filing of such certifications. (b) The Company and its Subsidiaries maintain disclosure controls and procedures and internal controls over financial reporting required by Rule 13a-15 or 15d-15 under the Exchange Act. Such controls and procedures are designed to provide reasonable assurance regarding the reliability of financial reporting. The Company and its Subsidiaries (i) maintain a system of internal accounting controls sufficient to provide reasonable assurance that: (A) transactions, receipts and expenditures are executed and made only in accordance with management’s general or specific authorizations; (B) transactions are recorded as necessary to permit preparation of financial statements in conformity with GAAP and to maintain asset accountability; and (C) any unauthorized use, acquisition or disposition of the assets of the Company or any of its Subsidiaries that would materially affect the Company’s financial statements would be detected or prevented in a reasonably timely manner; (D) that the amount recorded for assets on the books and records of the Company and its Subsidiaries are compared with the existing assets at reasonable intervals and appropriate action is taken with respect to any differences; and (E) accounts, notes and other receivables and inventory are recorded accurately, and proper and adequate procedures are implemented to effect the collection thereof on a current and timely basis; and (ii) have implemented and maintain disclosure controls and procedures (as defined in Rule 13a-15(e) and 15d-15(e) of the Exchange Act) that are reasonably designed to ensure that all material information related to the Company, including its Subsidiaries, required to be disclosed thereinby the Company in the reports that it files or furnishes to the SEC is recorded, processed, summarized and reported within the time periods specified in the rules and forms of the SEC, and that all such material information is made known to the chief executive officer and chief financial officer to allow timely decisions regarding disclosures and to make the certifications required pursuant to the Xxxxxxxx-Xxxxx Act, and (iii) has disclosed, based on its most recent evaluation prior to the date hereof, to the Company’s outside auditors and the audit committee of the Company Board, (A) any significant deficiencies and material weaknesses of which the Company has Knowledge in the design or operation of internal controls over financial reporting that are reasonably likely to adversely affect in any material respect the Company’s ability to record, process, summarize and report financial information, and (B) any fraud, whether or not material, that involves management or other employees who have a significant role in Company’s internal control over financial reporting. (c) Since January 1, 2010, to the Knowledge of the Company, no employee of the Company or any of its Subsidiaries has provided or is providing information to any law enforcement agency regarding the commission or possible commission of any crime or the violation or possible violation of any applicable law of the type described in Section 806 of the Xxxxxxxx-Xxxxx Act by the Company or any of its Subsidiaries. Since January 1, 2010, no Company officer or member of the Company Board has received or otherwise had or obtained Knowledge of any written complaint, of the violation or possible violation of any laws of the type described in Section 806 of the Xxxxxxxx-Xxxxx Act by Company or any of its Subsidiaries. Since January 1, 2010, to the Knowledge of the Company, neither the Company nor any of its Subsidiaries nor any director, officer, employee, contractor, or subcontractor of the Company or any such Subsidiary has discharged, demoted, suspended, threatened, harassed or in any other manner discriminated against an employee of the Company or any of its Subsidiaries in the terms and conditions of employment because of any lawful act of such employee described in Section 806 of the Xxxxxxxx-Xxxxx Act. (d) The Company has furnished Parent with copies of all comment letters received by the Company from the SEC, relating to the Company Reports and all responses of the Company thereto since September 30, 2010. There are no outstanding unresolved issues with respect to the Company or the Company Reports noted in comment letters or other correspondence received by the Company from the SEC, and there are no pending (i) formal or, to the Knowledge of the Company, informal investigations of the Company by the SEC or (ii) to the Knowledge of the Company, inspection of an audit of the Company’s financial statements by the Public Company Accounting Oversight Board. To the Knowledge of the Company, since January 1, 2010, neither the Company nor any of its Subsidiaries (including any employee thereof) nor the Company’s independent auditors has identified or been made aware of (i) any significant deficiency or material weakness in the system of internal accounting controls utilized by the Company and its Subsidiaries, (ii) any fraud, whether or not material, that involves the Company’s management or other employees who have a role in the preparation of financial statements or the internal accounting controls utilized by the Company and its Subsidiaries or (iii) any claim or allegation regarding any of the foregoing. Since January 1, 2010, to the Knowledge of the Company, neither the Company nor any of its Subsidiaries nor any director, officer or auditor of the Company or any of its Subsidiaries has received or otherwise had or obtained Knowledge of any substantive complaint, allegation, assertion or claim, whether written or oral, that the Company or any of its Subsidiaries has engaged in questionable accounting or auditing practices. Since January 1, 2010, no current or former attorney representing the Company or any of its Subsidiaries has reported evidence of a material violation of securities laws, breach of fiduciary duty or similar violation by the Company or any of its officers, directors, employees or agents to the Company Board or any committee thereof or to any current director or executive officer of the Company. The Company is in compliance, in all material respects, with the applicable listing and other rules and regulations of the over-the-counter market upon which the Company’s securities are listed and has not, since January 1, 2010, received any notice from such market asserting any non-compliance with any such rules and regulations.

SEC Matters. (a) Buyer The Company has timely filed or furnished, as applicable, on a timely basis all forms, statements, certifications, reports and other documents required to be filed, furnished or submitted filed by it with the SEC under the Exchange Act or the Securities Act since January 1, 2005 2004 (the “Applicable Date”) (the forms, statements, reports and documents filed, furnished or submitted since the Applicable Date and those filed or furnished subsequent to the date hereof including any amendments theretocollectively, the “Buyer SEC Company Reports”). Each As of their respective dates (or, if amended, supplemented or superseded by a filing prior to the date of this Agreement, as of the Buyer SEC Reportsdate so amended, at supplemented or superseded), the time of its filing or being furnished or submitted Company Reports (i) complied in all material respects with the applicable requirements of the Securities Act, the Exchange Act Act, and the Xxxxxxxx-Xxxxx Act of 2002, and any rules and regulations promulgated thereunder applicable to the Buyer SEC Reports. As of their respective dates thereunder, and (or, if amended prior to the date of this Agreement, as of the date of such amendmentii) the Buyer SEC Reports did not 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 the light of the circumstances in under which they were made, not misleading. Each of the consolidated balance sheets included in the Company Reports (including the related notes and schedules) fairly presented in all material respects the consolidated financial position of the Company and its Subsidiaries as of the respective dates thereof and each of the consolidated statements of operations, cash flows and stockholders’ equity included in the Company Reports (including any related notes and schedules) fairly presents in all material respects the results of operations, cash flows or changes in stockholders’ equity, as the case may be, of the Company and its Subsidiaries for the periods set forth therein, in each case in accordance with GAAP consistently applied during the periods involved, except, as may be indicated in the notes thereto and, in the case of unaudited statements, for normal year-end audit adjustments. The principal executive officer of the Company and the principal financial officer of the Company (and each former principal executive officer or principal financial officer of the Company) have made the certifications required by Sections 302 and 906 of the Xxxxxxxx-Xxxxx Act of 2002 (the “Xxxxxxxx-Xxxxx Act”), and the rules and regulations of the SEC promulgated thereunder with respect to the Company Reports that were required to be accompanied by such certifications. For purposes of the preceding sentence, “principal executive officer” and “principal financial officer” shall have the meanings given to such terms in the Xxxxxxxx-Xxxxx Act. (b) Buyer The Company maintains disclosure controls and procedures and internal controls over financial reporting required by Rule 13a-15 or 15d-15 under the Exchange Act. Such controls and procedures are designed to provide reasonable assurance that all material information concerning the Company and its Subsidiaries required to be disclosed by the Company in the Company Reports is made known on a timely basis to the individuals responsible for the preparation of the Company’s filings with the SEC and other public disclosure documents and such internal controls over financial reporting are effective to provide reasonable assurance to the Company’s management and the Company Board regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with GAAP. (c) Since the enactment of the Xxxxxxxx-Xxxxx Act, the Company has been and is in compliance in all material respects with (i) the applicable provisions of the Xxxxxxxx-Xxxxx Act and the rules and regulations promulgated thereunder, and (ii) the applicable listing and corporate governance rules and regulations of the NYSE. (c) Buyer has established and maintained disclosure controls and procedures required by Exchange Act Rules 13a-14 and 15d-14, except as disclosed in the Buyer SEC Reports. Such disclosure controls and procedures are adequate and effective to ensure that information required to be disclosed by Buyer, including information relating to its consolidated Affiliates, is recorded and reported on a timely basis to its chief executive officer and chief financial officer by others within those entitiesAMEX. (d) Each The Company has received no written notice of any investigation by the SEC with respect to the Company or any of its Subsidiaries, and, to the knowledge of the consolidated financial statements Company, no investigation by the SEC with respect to the Company or any of Buyer and its Subsidiaries contained in the Buyer SEC Reports (the “Buyer Financial Statements”), together with related schedules and notes, presents fairly in all material respects the financial position of Buyer and its consolidated Subsidiaries at the dates indicated and the statement of operations and stockholders’ equity and cash flows of Buyer and its consolidated Subsidiaries for the periods specified, and said financials have been prepared in accordance with GAAP applied on a consistent basis throughout the periods involved, except as disclosed thereinis pending or threatened.

SEC Matters. (a) Buyer The Company has timely filed or furnished, as applicable, on a timely basis all forms, statements, certifications, reports and other documents required to be filed, furnished or submitted filed by it with the SEC under the Securities and Exchange Act or the Securities Act Commission (“SEC”) since January 1, 2005 2007 (the “Applicable Date”) (the forms, statements, reports and documents filed, furnished or submitted since the Applicable Date and those filed or furnished subsequent to the date hereof including any amendments theretocollectively, the “Buyer SEC Company Reports”). Each As of their respective dates (or, if amended, supplemented or superseded by a filing prior to the date of this Agreement, as of the Buyer SEC Reportsdate so amended, at supplemented or superseded), the time of its filing or being furnished or submitted Company Reports (i) complied in all material respects with the applicable requirements of the Securities Act of 1933, as amended (the “Securities Act”), the Securities Exchange Act of 1934, as amended (the “Exchange Act”) and the Xxxxxxxx-Xxxxx Act of 2002, and any rules and regulations promulgated thereunder applicable to the Buyer SEC Reports. As of their respective dates and (or, if amended prior to the date of this Agreement, as of the date of such amendmentii) the Buyer SEC Reports did not 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 the light of the circumstances in under which they were made, not misleading. (b) Buyer Each of the consolidated balance sheets included in the Company Reports (including the related notes and schedules) fairly presented in all material respects the consolidated financial position of the Company and its Subsidiaries as of the respective dates thereof, and each of the consolidated statements of operations, cash flows and stockholders’ equity included in the Company Reports (including any related notes and schedules) fairly presented in all material respects the results of operations, cash flows or changes in stockholders’ equity, as the case may be, of the Company and its Subsidiaries for the periods set forth therein, in each case in accordance with GAAP consistently applied during the periods involved, except as may be indicated in the notes thereto and, in the case of unaudited statements, for normal year-end audit adjustments. (c) The principal executive officer of the Company and the principal financial officer of the Company (and each former principal executive officer or principal financial officer of the Company) have made the certifications required by Sections 302 and 906 of the Xxxxxxxx-Xxxxx Act of 2002 (the “Xxxxxxxx-Xxxxx Act”) and the rules and regulations of the SEC promulgated thereunder with respect to the Company Reports that that were required to be accompanied by such certifications. For purposes of the preceding sentence, “principal executive officer” and “principal financial officer” shall have the meanings given to such terms in the Xxxxxxxx-Xxxxx Act. (d) The Company maintains disclosure controls and procedures and internal controls over financial reporting required by Rule 13a-15 or 15d-15 under the Exchange Act. Such controls and procedures are designed to provide reasonable assurance that all material information concerning the Company and its Subsidiaries required to be disclosed by the Company in the Company Reports is made known on a timely basis to the individuals responsible for the preparation of the Company’s filings with the SEC and other public disclosure documents and such internal controls over financial reporting are effective to provide reasonable assurance to the Company’s management and the Company Board regarding the reliability of financial reporting and the preparation of financial statements for external purposes in compliance accordance with GAAP. (e) None of the information to be included by the Company in the Proxy Statement or the other documents required to be filed by the Company in connection with the Merger and the other transactions contemplated by this Agreement will at the time of its filing, dissemination to the Company Stockholders or at the time of the Stockholders Meeting, contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they are made, not misleading. The Proxy Statement will comply in all material respects with the applicable listing and corporate governance rules and regulations requirements of the NYSE. (c) Buyer has established and maintained disclosure controls and procedures required by Exchange Securities Act Rules 13a-14 and 15d-14, except as disclosed in the Buyer SEC Reports. Such disclosure controls and procedures are adequate and effective to ensure that information required to be disclosed by Buyer, including information relating to its consolidated Affiliates, is recorded and reported on a timely basis to its chief executive officer and chief financial officer by others within those entities. (d) Each of the consolidated financial statements of Buyer and its Subsidiaries contained in the Buyer SEC Reports (the “Buyer Financial Statements”), together with related schedules and notes, presents fairly in all material respects the financial position of Buyer and its consolidated Subsidiaries at the dates indicated and the statement of operations and stockholders’ equity and cash flows of Buyer and its consolidated Subsidiaries for the periods specified, and said financials have been prepared in accordance with GAAP applied on a consistent basis throughout the periods involved, except as disclosed thereinExchange Act.