Common use of SEC Reports; Financial Statements; Absence of Undisclosed Liabilities Clause in Contracts

SEC Reports; Financial Statements; Absence of Undisclosed Liabilities. (a) Parent and each Parent Subsidiary has timely filed or furnished, as applicable, all reports, schedules, forms, statements and other documents required to be filed or furnished by it to the SEC since January 1, 2017 (the “Parent SEC Reports”). As of their respective dates, after giving effect to any amendments or supplements thereto filed prior to the date of this Agreement, and with respect any information incorporated by reference into them, as of the date of such information, the Parent SEC Reports (i) complied in all material respects with the requirements of the Exchange Act or the Securities Act, as the case may be, applicable to such Parent SEC Report and (ii) did not contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading; provided, however, that no representation is made as to the accuracy of any financial projections or forward-looking statements, or the completeness of any information furnished by Parent or a Parent Subsidiary to the SEC for the purpose of complying with Regulation FD promulgated under the Exchange Act. (b) The consolidated financial statements (including any notes or schedules thereto) included in the Parent SEC Reports (i) complied in all material respects with the applicable accounting requirements and the published rules and regulations of the SEC with respect thereto and (ii) have been prepared in accordance with GAAP applied on a consistent basis throughout the periods presented, except as otherwise noted therein and subject, in the case of interim unaudited financial statements, to normal, recurring year-end adjustments and the absence of complete footnotes. The consolidated balance sheets included in such financial statements present fairly in all material respects the consolidated financial position of Parent and the Parent Subsidiaries as of the respective dates thereof, and the consolidated statements of operations, consolidated statements of comprehensive income (loss), consolidated statements of stockholders’ equity and consolidated statements of cash flows included in such financial statements present fairly in all material respects the consolidated results of operations and cash flows of Parent and the Parent Subsidiaries for the respective periods indicated, except as otherwise noted therein and subject, in the case of interim unaudited financial statements, to normal, recurring year-end adjustments and the absence of complete footnotes. (c) Except (i) as and to the extent disclosed or reserved against on the balance sheet of Parent as of December 30, 2018 included in the Parent SEC Reports, (ii) as incurred after December 30, 2018 in the Ordinary Course of Business and, if incurred after the date of this Agreement, not prohibited by this Agreement, or (iii) as incurred pursuant to or in connection with this Agreement, neither Parent nor any Parent Subsidiary has any liabilities, Indebtedness or obligations of any kind, whether known or unknown, absolute, accrued, contingent, matured, unmatured or otherwise, and whether due or to become due, and whether or not required by GAAP to be recorded or reflected on a consolidated balance sheet of Parent (or disclosed in the notes thereto), other than those that have not had and would not reasonably be expected to have, individually or in the aggregate, a Parent Material Adverse Effect. (d) Parent (i) maintains disclosure controls and procedures required by Rule 13a-15 or 15d-15 under the Exchange Act and (ii) based on its most recent evaluation of its internal control over financial reporting prior to the date of this Agreement and any previous such evaluations, has disclosed since January 1, 2017, to Parent’s auditors and the audit committee of the Board of Directors of Parent, (1) any known significant deficiencies and material weaknesses in the design or operation of its internal controls over financial reporting (as defined in Rule 13a-15(f) under the Exchange Act) that are reasonably likely to adversely affect in any material respect Parent’s ability to record, process, summarize and report financial information and (2) any known fraud whether or not material, that involves management or other employees who have a significant role in Parent’s internal control over financial reporting. Parent has made available to the Company all such disclosures made by management to Parent’s auditors and audit committee since January 1, 2017. Parent’s principal executive officer and principal financial officer have made, with respect to all reports, schedules, forms, statements and other documents required to be filed by Parent with the SEC since January 1, 2017 pursuant to the Securities Act or the Exchange Act, all certifications required by Xxxxxxxx-Xxxxx and any related rules and regulations promulgated by the SEC. Neither Parent nor any of the Parent Subsidiaries has outstanding, or has arranged any outstanding, “extensions of credit” to directors or executive officers of Parent within the meaning of Section 402 of Xxxxxxxx-Xxxxx. (e) Neither Parent nor any Parent Subsidiary is a party to, or has any commitment to become a party to, any joint venture, off-balance sheet partnership or any similar Contract (including any Contract or arrangement relating to any transaction or relationship between or among Parent and any Parent Subsidiary, on the one hand, and any unconsolidated Affiliate (including any structured finance, special purpose or limited purpose entity or Person), on the other hand), or has had any “off-balance sheet arrangement” (as defined in Item 303(a) of Regulation S-K promulgated by the SEC) or other contingent liability, where the result, purpose or effect of such Contract, arrangement or liability is or was to avoid disclosure of any material transaction involving, or material liabilities of, Parent or any Parent Subsidiary in Parent SEC Reports or in the financial statements of Parent or any Parent Subsidiary.

SEC Reports; Financial Statements; Absence of Undisclosed Liabilities. (a) Parent The Company and each Parent Company Subsidiary has timely filed or furnished, as applicable, all reports, schedules, forms, statements and other documents required to be filed or furnished by it to the SEC since January 1, 2017 (the “Parent Company SEC Reports”). As of their respective dates, after giving effect to any amendments or supplements thereto filed prior to the date of this Agreement, and with respect to any information incorporated by reference into them, as of the date of such information, the Parent Company SEC Reports (i) complied in all material respects with the requirements of the Exchange Act or the Securities Act, as the case may be, applicable to such Parent Company SEC Report and (ii) did not contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading; provided, however, that no representation is made as to the accuracy of any financial projections or forward-looking statements, or the completeness of any information furnished by Parent the Company or a Parent Company Subsidiary to the SEC for the purpose of complying with Regulation FD promulgated under the Exchange Act. (b) The consolidated financial statements (including any notes or schedules thereto) included in the Parent Company SEC Reports (i) complied in all material respects with the applicable accounting requirements and the published rules and regulations of the SEC with respect thereto and (ii) have been prepared in accordance with GAAP applied on a consistent basis throughout the periods presented, except as otherwise noted therein and subject, in the case of interim unaudited financial statements, to normal, recurring year-end adjustments and the absence of complete footnotes. The consolidated balance sheets included in such financial statements present fairly in all material respects the consolidated financial position of Parent the Company and the Parent Company Subsidiaries as of the respective dates thereof, and the consolidated statements of operationsincome, consolidated statements of comprehensive income (loss), consolidated statements of stockholders’ equity and consolidated statements of cash flows included in such financial statements present fairly in all material respects the consolidated results of operations and cash flows of Parent the Company and the Parent Company Subsidiaries for the respective periods indicated, except as otherwise noted therein and subject, in the case of interim unaudited financial statements, to normal, recurring year-end adjustments and the absence of complete footnotes. (c) Except (i) as and to the extent disclosed or reserved against on the balance sheet of Parent the Company as of December 3031, 2018 included in the Parent Company SEC Reports, (ii) as incurred after December 3031, 2018 in the Ordinary Course of Business and, if incurred after the date of this Agreement, not prohibited by this Agreement, or (iii) as incurred pursuant to or in connection with this Agreement, neither Parent the Company nor any Parent Company Subsidiary has any liabilities, Indebtedness or obligations of any kind, whether known or unknown, absolute, accrued, contingent, matured, unmatured or otherwise, and whether due or to become due, and whether or not required by GAAP to be recorded or reflected on a consolidated balance sheet of Parent the Company (or disclosed in the notes thereto), other than those that have not had and would not reasonably be expected to have, individually or in the aggregate, a Parent Company Material Adverse Effect. (d) Parent The Company (i) maintains disclosure controls and procedures required by Rule 13a-15 or 15d-15 under the Exchange Act and (ii) based on its most recent evaluation of its internal control over financial reporting prior to the date of this Agreement and any previous such evaluations, has disclosed since January 1, 2017, to Parentthe Company’s auditors and the audit committee of the Board of Directors of Parentthe Company, (1) any known significant deficiencies and material weaknesses in the design or operation of its internal controls over financial reporting (as defined in Rule 13a-15(f) under the Exchange Act) that are reasonably likely to adversely affect in any material respect Parentthe Company’s ability to record, process, summarize and report financial information and (2) any known fraud fraud, whether or not material, that involves management or other employees who have a significant role in Parentthe Company’s internal control over financial reporting. Parent The Company has made available to the Company Parent all such disclosures made by management to Parentthe Company’s auditors and audit committee since January 1, 2017. ParentThe Company’s principal executive officer and principal financial officer have made, with respect to all reports, schedules, forms, statements and other documents required to be filed by Parent the Company with the SEC since January 1, 2017 pursuant to the Securities Act or the Exchange Act, all certifications required by the Xxxxxxxx-Xxxxx Act of 2002 (“Xxxxxxxx-Xxxxx”) and any related rules and regulations promulgated by the SEC. Neither Parent the Company nor any of the Parent Company Subsidiaries has outstanding, or has arranged any outstanding, “extensions of credit” to directors or executive officers of Parent the Company within the meaning of Section 402 of Xxxxxxxx-Xxxxx. (e) Neither Parent the Company nor any Parent Company Subsidiary is a party to, or has any commitment to become a party to, any joint venture, off-balance sheet partnership or any similar Contract (including any Contract or arrangement relating to any transaction or relationship between or among Parent the Company and any Parent Company Subsidiary, on the one hand, and any unconsolidated Affiliate (including any structured finance, special purpose or limited purpose entity or Person), on the other hand), or has had any “off-balance sheet arrangement” (as defined in Item 303(a) of Regulation S-K promulgated by the SEC) or other contingent liability, where the result, purpose or effect of such Contract, arrangement or liability is or was to avoid disclosure of any material transaction involving, or material liabilities of, Parent the Company or any Parent Company Subsidiary in Parent the Company SEC Reports or in the financial statements of Parent the Company or any Parent Company Subsidiary.

SEC Reports; Financial Statements; Absence of Undisclosed Liabilities. (a) Parent The Company and each Parent Company Subsidiary has timely filed or furnished, as applicable, all reports, schedules, forms, statements and other documents required to be filed or furnished by it to the SEC since January 1December 31, 2017 2010 (the “Parent SEC Reports”). As of their its respective dates, after giving effect to any amendments or supplements thereto filed prior to date and as of the date of this Agreement, and with respect any information incorporated by reference into themit, as of the date of such information, the Parent each SEC Reports Report (i) complied in all material respects with the requirements of the Exchange Act or the Securities Act, as the case may be, applicable to such Parent SEC Report and (ii) did not contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading; , provided, however, however that no representation is made as to the accuracy of any financial projections or forward-looking statements, or the completeness of any information furnished by Parent the Company or a Parent Company Subsidiary to the SEC for the purpose of complying with Regulation FD promulgated under the Exchange Act. The Company has filed or duly incorporated by reference all Contracts, Company Plans and other documents or instruments required to be filed as exhibits to the SEC Reports. No issued and outstanding Common Shares are entitled to rights of rescission under state or federal securities Laws. (b) The consolidated financial statements (including any notes or schedules thereto) included in the Parent SEC Reports (i) complied in all material respects with the applicable accounting requirements and the published rules and regulations of the SEC with respect thereto and (ii) have been prepared in accordance with GAAP applied on a consistent basis throughout the periods presented, except as otherwise noted therein and subject, in the case of interim unaudited financial statements, to normal, recurring year-end adjustments and the absence of complete footnotesadjustments. The consolidated balance sheets included in such financial statements present fairly in all material respects the consolidated financial position of Parent the Company and the Parent Company Subsidiaries as of the respective dates thereof, and the consolidated statements of operations, consolidated statements of comprehensive income (loss)income, consolidated statements of stockholders’ equity and consolidated statements of cash flows included in such financial statements present fairly in all material respects the consolidated results of operations operations, stockholders’ equity and cash flows of Parent the Company and the Parent Company Subsidiaries for the respective periods indicated, except as otherwise noted therein and subject, in the case of interim unaudited financial statements, to normal, normal recurring year-end adjustments adjustments. The accounting books and records of the Company and the absence of complete footnotesCompany Subsidiaries have been, and are being, maintained in a manner that permits the Company to prepare its consolidated financial statements in conformity with GAAP, consistently applied. (c) Except (i) as and to the extent disclosed or reserved against on the balance sheet of Parent the Company as of December 3031, 2018 2012 included in the Parent SEC Reports, (ii) as incurred after December 3031, 2018 2012 in the Ordinary Course of Business and, if incurred after the date of this Agreementhereof, not prohibited by this Agreement, or (iii) as incurred pursuant to or in connection with this Agreement, neither Parent the Company nor any Parent Company Subsidiary has any liabilities, Indebtedness or obligations of any kind, whether known or unknown, absolute, accrued, contingent, matured, unmatured or otherwise, and whether due or to become due, and whether or not required by GAAP to be recorded or reflected on a consolidated balance sheet of Parent the Company (or disclosed in the notes thereto), and there is no existing condition or situation which could be reasonably expected to result in any such liabilities, Indebtedness or obligations, other than those that have not had and would not reasonably be expected to havenot, individually or in the aggregate, reasonably be expected to have a Parent Company Material Adverse Effect. Except as set forth on Section 3.7(c) of the Company Disclosure Letter, the Company and the Company Subsidiaries do not have any Indebtedness evidenced by a credit agreement, note, debenture, bond or similar security (and, for the avoidance of doubt, excluding any trade payables or other current liabilities or obligations), other than any intercompany Indebtedness. (d) Parent The Company has established and maintained a system of “internal control over financial reporting” (i) maintains disclosure controls as defined in Rules 13a-15 and procedures required by Rule 13a-15 or 15d-15 under the Exchange Act Act). Such internal controls are sufficient in all material respects to provide reasonable assurances regarding the reliability of the Company’s financial reporting and (ii) the preparation of the Company’s financial statements for external purposes in accordance with GAAP, consistently applied. The Company has disclosed, based on its most recent evaluation of its internal control over financial reporting prior to the date of this Agreement and any previous such evaluations, has disclosed since January 1, 2017Agreement, to Parent’s its auditors and the audit committee of the Company Board of Directors of Parent, (1i) any known all identified significant deficiencies and material weaknesses in the design or operation of its internal controls over financial reporting (as defined in Rule 13a-15(f) under the Exchange Act) that are reasonably likely to adversely affect in any material respect Parentthe Company’s ability to record, process, summarize and report financial information and (2ii) any known fraud fraud, whether or not material, that involves management or other employees who have a significant role in Parentthe Company’s internal control over controls. (e) The Company has established and maintains disclosure controls and procedures (as such term is defined in Rules 13a-15 and 15d-15 under the Exchange Act). Such disclosure controls and procedures are designed to ensure that information (both financial reporting. Parent has made available and non-financial) required to be disclosed by the Company in reports the Company files or submits under the Exchange Act is recorded, processed, summarized and reported within the time periods specified in the rules and forms of the SEC, and that all such information is accumulated and communicated to the Company all such disclosures made by Company’s management as appropriate to Parent’s auditors allow timely decisions regarding required disclosure and audit committee since January 1, 2017. Parent’s principal to make the certifications of the chief executive officer and principal chief financial officer have made, of the Company required under the Exchange Act with respect to all such reports, schedules, forms, statements and other documents required to be filed by Parent with . (f) The Company has not received any written notice from the staff of the SEC since January 1, 2017 pursuant of any formal or informal investigations of the Company by the SEC (other than any such investigation that has been resolved prior to the Securities Act date hereof). To the Knowledge of the Company, as of the date hereof, there are no pending (i) formal or informal investigations of the Exchange ActCompany by the SEC or (ii) inspections of an audit of the Company’s financial statements by the Public Company Accounting Oversight Board. There are no pending investigations by the audit committee of the Company Board regarding any complaint, allegation, assertion or claim that the Company or any Company Subsidiary has engaged in improper or illegal accounting or auditing practices or maintains improper or inadequate internal accounting controls. As of the date hereof, there are no outstanding or unresolved comments in comment letters from the SEC staff with respect to any of the SEC Reports. To the Knowledge of the Company, as of the date hereof, none of the SEC Reports is the subject of ongoing SEC review or outstanding SEC investigation. (g) Since December 31, 2010, each of the principal executive officers and the principal financial officers of the Company has made all certifications required by Sections 302 and 906 of the Xxxxxxxx-Xxxxx Act of 2002 (“Xxxxxxxx-Xxxxx”) with respect to the SEC Reports and any related rules the statements contained in such certifications are true and regulations promulgated by the SECcorrect in all material respects. Neither Parent the Company nor any of the Parent Subsidiaries Company Subsidiary has outstanding, or has arranged outstanding any outstanding, “extensions of credit” to directors or executive officers of Parent (within the meaning of Section 402 of Xxxxxxxx-Xxxxx) to directors or executive officers (as defined in Rule 3b-7 under the Exchange Act) of the Company or any Company Subsidiaries. (eh) Since December 31, 2010, the Company’s Chief Executive Officer has provided unqualified annual certifications to NYSE regarding NYSE’s corporate governance listing standards. The Company is in compliance with all applicable provisions of the listing and corporate governance rules of NYSE, except for any non-compliance which, individually or in the aggregate, has not had and would not reasonably be expected to have a Company Material Adverse Effect. (i) Neither Parent the Company nor any Parent Company Subsidiary is a party to, or has any commitment to become a party to, any joint venture, off-balance sheet partnership or any similar Contract (including any Contract or arrangement relating to any transaction or relationship between or among Parent the Company and any Parent Company Subsidiary, on the one hand, and any unconsolidated Affiliate (including any structured finance, special purpose or limited purpose entity or Person), on the other hand). Neither the Company nor any Company Subsidiary has or, or since December 31, 2010, has had any “off-balance sheet arrangement” (as defined in Item 303(a) of Regulation S-K promulgated by the SEC) or other contingent liability, liability where the result, purpose or effect of such Contract, arrangement or liability is or was to avoid disclosure of any material transaction involving, or material liabilities of, Parent the Company or any Parent Company Subsidiary in Parent the SEC Reports or in the financial statements of Parent the Company or any Parent Company Subsidiary.

SEC Reports; Financial Statements; Absence of Undisclosed Liabilities. (a) Parent and each Parent Subsidiary Except as set forth on Schedule 4.7, Company has timely filed or furnished, as applicable, all reports, schedules, forms, statements and other documents required to be filed or furnished by it to Company under the SEC since January 1, 2017 Securities Act and the Exchange Act for the two (2) years preceding the date hereof (the foregoing materials, including the exhibits thereto and documents incorporated by reference therein, collectively, the “Parent SEC Reports”). As of their respective dates, after giving effect to any amendments or supplements thereto filed prior to the date of this Agreement, and with respect any information incorporated by reference into them, as of the date of such information, the Parent SEC Reports (i) complied in all material respects with the requirements of the Securities Act and the Exchange Act or the Securities Act, as applicable, and none of the case may beSEC Reports, applicable to such Parent SEC Report and (ii) did not contain when filed, contained any untrue statement of a material fact or omit omitted to state a material fact required to be stated therein or necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading; provided, however, that no representation is made as to the accuracy of any financial projections or forward-looking statements, or the completeness of any information furnished by Parent or a Parent Subsidiary to the SEC for the purpose of complying with Regulation FD promulgated under the Exchange Act. (b) The consolidated financial statements (including any notes or schedules thereto) of Company included in the Parent SEC Reports (i) complied comply in all material respects with the applicable accounting requirements and the published rules and regulations of the SEC Commission with respect thereto and (ii) have been as in effect at the time of filing. Such financial statements were prepared in accordance with GAAP applied on a consistent basis throughout during the periods presentedinvolved, except as may be otherwise noted therein specified in such financial statements or the notes thereto and except that unaudited financial statements may not contain all footnotes required by GAAP, and fairly present in all material respects the financial position of Company and its consolidated Subsidiaries as of and for the dates thereof and the results of operations and cash flows for the periods then ended, subject, in the case of interim unaudited financial statements, to normal, recurring immaterial, year-end adjustments and the absence of complete footnotes. The consolidated balance sheets included in such financial statements present fairly in all material respects the consolidated financial position of Parent and the Parent Subsidiaries as of the respective dates thereof, and the consolidated statements of operations, consolidated statements of comprehensive income (loss), consolidated statements of stockholders’ equity and consolidated statements of cash flows included in such financial statements present fairly in all material respects the consolidated results of operations and cash flows of Parent and the Parent Subsidiaries for the respective periods indicated, except as otherwise noted therein and subject, in the case of interim unaudited financial statements, to normal, recurring year-end adjustments and the absence of complete footnotesaudit adjustments. (c) Except Since December 31, 2022, (i) as and there has been no event, occurrence or development that has had or would reasonably be expected to the extent disclosed or reserved against on the balance sheet of Parent as of December 30, 2018 included result in the Parent SEC Reportsa Company Material Adverse Effect, (ii) as Company has not incurred after December 30, 2018 any liabilities (contingent or otherwise) other than (A) trade payables and accrued expenses incurred in the Ordinary Course ordinary course of Business andbusiness consistent with past practice and (B) liabilities not required to be reflected in the financial statements included in the SEC Reports pursuant to GAAP or disclosed in filings made with the Commission, if incurred after the date of this Agreement, not prohibited by this Agreement, or (iii) as incurred Company has not altered its method of accounting, (iv) Company has not declared or made any dividend or distribution of cash or other property to its shareholders or purchased, redeemed or made any agreements to purchase or redeem any shares of its capital stock and (v) Company has not issued any equity securities to any officer, director or Affiliate, except pursuant to or in connection with this Agreement, neither Parent nor any Parent Subsidiary has any liabilities, Indebtedness or obligations of any kind, whether known or unknown, absolute, accrued, contingent, matured, unmatured or otherwise, and whether due or to become due, and whether or not required by GAAP to be recorded or reflected on a consolidated balance sheet of Parent (or disclosed in the notes thereto), other than those that have not had and would not reasonably be expected to have, individually or in the aggregate, a Parent Material Adverse Effectexisting Company stock option plans. (d) Parent (i) maintains disclosure controls and procedures required by Rule 13a-15 or 15d-15 under Except for the Exchange Act and (ii) based on its most recent evaluation issuance of its internal control over financial reporting prior to the date of this Agreement and any previous such evaluationsCommon Stock, has disclosed since January 1, 2017, to Parent’s auditors the Preferred Stock and the audit committee of the Board of Directors of ParentRSUs contemplated by this Agreement, (1) any known significant deficiencies and material weaknesses in the design no event, liability, fact, circumstance, occurrence or operation of its internal controls over financial reporting (as defined in Rule 13a-15(f) under the Exchange Act) that are reasonably likely to adversely affect in any material respect Parent’s ability to record, process, summarize and report financial information and (2) any known fraud whether development has occurred or not material, that involves management or other employees who have a significant role in Parent’s internal control over financial reporting. Parent has made available to the Company all such disclosures made by management to Parent’s auditors and audit committee since January 1, 2017. Parent’s principal executive officer and principal financial officer have made, exists with respect to all reportsCompany or its Subsidiaries or their respective businesses, schedulesprospects, formsproperties, statements and other documents operations, assets or financial condition that would be required to be filed disclosed by Parent with the SEC since January 1, 2017 pursuant to Company under the Securities Act or the Exchange Act, all certifications required by Xxxxxxxx-Xxxxx and any related rules and regulations promulgated by the SEC. Neither Parent nor any Act as of the Parent Subsidiaries date hereof that has outstanding, or has arranged any outstanding, “extensions of credit” not been publicly disclosed at least one (1) Trading Day prior to directors or executive officers of Parent within the meaning of Section 402 of Xxxxxxxx-Xxxxxdate hereof. (e) Neither Parent nor any Parent Subsidiary is a party to, or has any commitment to become a party to, any joint venture, off-balance sheet partnership or any similar Contract (including any Contract or arrangement relating to any transaction or relationship between or among Parent and any Parent Subsidiary, on the one hand, and any unconsolidated Affiliate (including any structured finance, special purpose or limited purpose entity or Person), on the other hand), or has had any “off-balance sheet arrangement” (as defined in Item 303(a) of Regulation S-K promulgated by the SEC) or other contingent liability, where the result, purpose or effect of such Contract, arrangement or liability is or was to avoid disclosure of any material transaction involving, or material liabilities of, Parent or any Parent Subsidiary in Parent SEC Reports or in the financial statements of Parent or any Parent Subsidiary.

SEC Reports; Financial Statements; Absence of Undisclosed Liabilities. (a) Parent and each Parent Subsidiary HLIC has timely filed or furnishedfurnished all required forms, as applicablereports, all reportsstatements, schedules, forms, registration statements and other documents required to be filed or furnished by it HLIC with or to the SEC since January 1, 2017 2014 (the documents referred to in this Section 5.03(a), collectively with any other forms, reports, statements, schedules, registration statements, prospectuses, proxy statements and other documents filed with or furnished to the SEC after the date hereof, the “Parent HLIC SEC Reports”). As of their respective datesits filing or furnishing date, each HLIC SEC Report complied, and each such HLIC SEC Report filed or furnished after giving effect to any amendments or supplements thereto filed prior to the date of this Agreementhereof will comply, and with respect any information incorporated by reference into them, as of the date of such information, the Parent SEC Reports (i) complied in all material respects with the requirements of the Securities Act and the Exchange Act or the Securities Act, as the case may be, applicable to such Parent SEC Report and (ii) did not contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading; provided, however, that no representation is made as to the accuracy of any financial projections or forward-looking statements, or the completeness of any information furnished by Parent or a Parent Subsidiary to the SEC for the purpose of complying with Regulation FD promulgated under the Exchange Actthereto. (b) The consolidated financial statements (including any notes or schedules theretoExcept as set forth in Section 5.03(b) included in the Parent SEC Reports (i) complied in all material respects with the applicable accounting requirements and the published rules and regulations of the SEC with respect thereto Seller Disclosure Schedule, each of the GAAP Financial Statements has been derived from the books and (ii) have been records of the Acquired Subsidiaries and prepared in accordance with GAAP applied on a consistent basis throughout (subject to the periods presented, except as otherwise noted therein omission of notes and subject, normal year-end adjustments in the case of interim the unaudited financial statements) consistently applied by HLIC throughout the periods presented and presents fairly, to normal, recurring year-end adjustments and the absence of complete footnotes. The consolidated balance sheets included in such financial statements present fairly in all material respects respects, the consolidated financial position of Parent and the Parent Subsidiaries as of the respective dates thereofposition, and the consolidated statements results of operations, consolidated statements of comprehensive income (loss), consolidated statements of stockholders’ stockholder’s equity and consolidated statements of cash flows included in such financial statements present fairly in all material respects the consolidated results of operations and cash flows of Parent HLIC and its consolidated Subsidiaries as at the Parent Subsidiaries respective dates and for the respective periods indicated, except as otherwise noted therein and subject, in the case of interim unaudited financial statements, to normal, recurring year-end adjustments and the absence of complete footnotesaccordance with GAAP. (c) Except Seller has made available to Buyer copies of the following statutory statements, in each case together with the exhibits, schedules and notes thereto (collectively, the “Statutory Statements” and together with the GAAP Financial Statements, the “Financial Statements”): (i) as the annual statement of each Insurance Company and to the extent disclosed or reserved against on the balance sheet of Parent HLA as of and for the annual periods ended December 3031, 2018 included 2014, 2015 and 2016, in each case as filed with the Parent SEC Reportsinsurance Governmental Authority of the jurisdiction of domicile of such Insurance Company or HLA, (ii) the audited annual financial statements of each Insurance Company and HLA as incurred after of and for the annual periods ended December 31, 2014, 2015 and 2016, together with the report of each such company’s independent auditors thereon and all exhibits, schedules and notes thereto, and (iii) the quarterly statements of each Insurance Company and HLA as of and for the quarterly period ended September 30, 2018 2017, in each case as filed with the Ordinary Course insurance Governmental Authority of Business the jurisdiction of domicile of such Insurance Company. Except as set forth on Section 5.03(c) of the Seller Disclosure Schedule, the Statutory Statements of the Insurance Companies have been derived from the books and records of the applicable Insurance Company and prepared in all material respects in accordance with SAP applied consistently throughout the periods involved, and present fairly, in all material respects, the statutory financial position, results of operations and, if incurred after applicable, cash flows of the date applicable Insurance Company as of this Agreementtheir respective dates and for the respective periods covered thereby. Solely to the extent relating to the HLA Insurance Contracts, not prohibited by this Agreementthe Statutory Statements of HLA have been derived from the books and records of HLA and prepared in all material respects in accordance with SAP applied consistently throughout the periods involved, and present fairly, in all material respects, the statutory financial position, results of operations and, if applicable, cash flows of HLA as of their respective dates and for the respective periods covered thereby. All assets that are, or (iii) will be, as incurred pursuant applicable, reflected as admitted assets on the Statutory Statements, to the extent applicable, comply, or will comply, as applicable, in connection all material respects with this Agreement, neither Parent nor all Laws applicable to admitted assets. No material deficiency has been asserted by any Parent Subsidiary Governmental Authority with respect to any of the Statutory Statements that has any liabilities, Indebtedness or obligations not been resolved to the satisfaction of any kind, whether known or unknown, absolute, accrued, contingent, matured, unmatured or otherwise, and whether due or to become due, and whether or not required by GAAP to be recorded or reflected on a consolidated balance sheet of Parent (or disclosed in the notes thereto), other than those that have not had and would not reasonably be expected to have, individually or in the aggregate, a Parent Material Adverse Effect. (d) Parent (i) maintains disclosure controls and procedures required by Rule 13a-15 or 15d-15 under the Exchange Act and (ii) based on its most recent evaluation of its internal control over financial reporting applicable Governmental Authority prior to the date of this Agreement Agreement. (d) Section 5.03(d) of the Seller Disclosure Schedule sets forth a true and any previous complete list of all accounting practices used by the Insurance Companies in connection with such evaluationsInsurance Company’s Statutory Statements that depart from the National Association of Insurance Commissioners’ Accounting Practices and Procedures Manual (each such departure, has disclosed since a “Permitted or Prescribed Accounting Practice”), if any. All such Permitted or Prescribed Accounting Practices have been approved by the applicable Departments of Insurance in writing at or prior to the time used by the Insurance Companies in connection with the applicable Statutory Statement. Since January 1, 20172014, to Parent’s auditors and neither the audit committee Insurance Companies nor any Person acting on behalf of the Board Insurance Companies has sought approval for a permitted accounting practice that was either (i) not granted by the applicable Department of Directors Insurance or (ii) granted by the applicable Department of Parent, (1) any known significant deficiencies and material weaknesses Insurance but not used by the Insurance Companies in the design or operation of its internal controls over financial reporting (as defined in Rule 13a-15(f) under the Exchange Act) that are reasonably likely to adversely affect in any material respect Parent’s ability to record, process, summarize and report financial information and (2) any known fraud whether or not material, that involves management or other employees who have a significant role in Parent’s internal control over financial reporting. Parent has made available to the Company all such disclosures made by management to Parent’s auditors and audit committee since January 1, 2017. Parent’s principal executive officer and principal financial officer have made, with respect to all reports, schedules, forms, statements and other documents required to be filed by Parent connection with the SEC since January 1, 2017 pursuant to the Securities Act or the Exchange Act, all certifications required by Xxxxxxxx-Xxxxx and any related rules and regulations promulgated by the SEC. Neither Parent nor any of the Parent Subsidiaries has outstanding, or has arranged any outstanding, “extensions of credit” to directors or executive officers of Parent within the meaning of Section 402 of Xxxxxxxx-Xxxxxapplicable Statutory Statement. (e) Neither Parent nor any Parent Subsidiary is a party toWhen delivered, or has any commitment the Future Quarterly GAAP Financial Statements and Future Annual GAAP Financial Statements will be derived from the books and records of the Acquired Subsidiaries and prepared in accordance with GAAP (subject to become a party tothe omission of notes and normal year-end adjustments in the case of the Future GAAP Quarterly Financial Statements) consistently applied by HLIC throughout the periods presented and present fairly, any joint venturein all material respects, off-balance sheet partnership or any similar Contract (including any Contract or arrangement the consolidated financial position, results of operations, stockholder’s equity and cash flows of HLIC and its consolidated Subsidiaries as at the respective dates and for the respective periods indicated, in accordance with GAAP. When delivered, the Future Quarterly Statutory Statements and Future Annual Statutory Statements of the Insurance Companies will be derived from the books and records of the applicable Insurance Company and prepared in all material respects in accordance with SAP consistently applied by the applicable Insurance Company throughout the periods involved and present fairly, in all material respects, the statutory financial position, results of operations and, if applicable, cash flows of the applicable Insurance Company, as applicable, as at the respective dates and for the respective periods indicated. When delivered, solely to the extent relating to any transaction or relationship between or among Parent the HLA Insurance Contracts, the Future Quarterly Statutory Statements and any Parent SubsidiaryFuture Annual Statutory Statements of HLA will be derived from the books and records of HLA and prepared in all material respects in accordance with SAP consistently applied by HLA throughout the periods involved and present fairly, in all material respects, the statutory financial position, results of operations and, if applicable, cash flows of HLA as at the respective dates and for the respective periods indicated. All assets that will be reflected as admitted assets on the one handFuture Quarterly Statutory Statements and Future Annual Statutory Statements of the Insurance Companies and HLA, to the extent applicable, will comply in all material respects with all Laws applicable to admitted assets. (f) Each Acquired Company maintains internal accounting controls that provide reasonable assurance that: (i) records are maintained in reasonable detail and any unconsolidated Affiliate (including any structured finance, special purpose or limited purpose entity or Person), on accurately and fairly reflect the other hand), or has had any “off-balance sheet arrangement” (as defined in Item 303(a) transactions and dispositions of Regulation S-K promulgated by the SEC) or other contingent liability, where the result, purpose or effect assets of such Contract, arrangement or liability is or was to avoid disclosure of any material transaction involving, or material liabilities of, Parent or any Parent Subsidiary in Parent SEC Reports or in the financial statements of Parent or any Parent Subsidiary.Acquired Company,

SEC Reports; Financial Statements; Absence of Undisclosed Liabilities. (ai) Parent and each Parent Subsidiary The Company has timely filed or furnishedfurnished all Company SEC Reports. As of its filing or furnishing date, as applicableeach Company SEC Report complied, all reports, schedules, forms, statements and other documents required to be each such Company SEC Report filed or furnished by it to after the SEC since January 1SAPA Execution Date will comply, 2017 (the “Parent SEC Reports”). As of their respective dates, after giving effect to any amendments or supplements thereto filed prior to the date of this Agreement, and with respect any information incorporated by reference into them, as of the date of such information, the Parent SEC Reports (i) complied in all material respects with the requirements of the Securities Act and the Exchange Act or the Securities Act, as the case may be, applicable to such Parent SEC Report and thereto. (ii) did not contain any untrue statement Except as set forth in Section 15.1(e)(ii) of a material fact or omit the Disclosure Schedule, each of the GAAP Financial Statements has been derived from the books and records of the Company and its Subsidiaries and prepared in accordance with GAAP (subject to state a material fact required to be stated therein or necessary the omission of notes and normal year-end adjustments in order to make the statements thereincase of the unaudited statements) consistently applied by the Company throughout the periods presented and presents fairly, in light all material respects, the consolidated financial position, results of operations, stockholder’s equity and cash flows of the circumstances under which they were made, not misleading; provided, however, that no representation is made Company and its consolidated Subsidiaries as to at the accuracy of any financial projections or forward-looking statements, or the completeness of any information furnished by Parent or a Parent Subsidiary to the SEC respective dates and for the purpose of complying respective periods indicated, in accordance with Regulation FD promulgated under the Exchange ActGAAP. (biii) The consolidated Company has made available to the Reinsurer copies of the Statutory Statements. Except as set forth on Section 15.1(e)(iii) of the Disclosure Schedule, the Statutory Statements have been derived from the books and records of the Company and prepared in all material respects in accordance with SAP applied consistently throughout the periods involved, and present fairly, in all material respects, the statutory financial statements (including any notes position, results of operations and, if applicable, cash flows of the Company as of their respective dates and for the respective periods covered thereby. All assets that are, or schedules thereto) included in will be, as applicable, reflected as admitted assets on the Parent SEC Reports (i) complied Statutory Statements, to the extent applicable, comply, or will comply, as applicable, in all material respects with all Applicable Law. No material deficiency has been asserted by any Governmental Authority with respect to any of the Statutory Statements that has not been resolved to the satisfaction of the applicable accounting requirements and Governmental Authority prior to the published rules and regulations date of this Agreement. (iv) Section 15.1(e)(iv) of the SEC Disclosure Schedule sets forth a true and complete list of all accounting practices used by the Company in connection with respect the Company’s Statutory Statements that depart from the National Association of Insurance Commissioners’ Accounting Practices and Procedures Manual (each such departure, a “Permitted or Prescribed Accounting Practice”), if any. All such Permitted or Prescribed Accounting Practices have been approved by the Connecticut Insurance Department in writing at or prior to the time used by the Company in connection with the applicable Statutory Statement. Since January 1, 2014, neither the Company nor any Person acting on behalf of the Company has sought approval for a permitted accounting practice that was either (A) not granted by the Connecticut Insurance Department or (B) granted by the Connecticut Insurance Department but not used by the Company in connection with the applicable Statutory Statement. (v) When delivered, the Future Quarterly GAAP Financial Statements and Future Annual GAAP Financial Statements will be derived from the books and records of the Company and prepared in accordance with GAAP (subject to the omission of notes and normal year-end adjustments in the case of the Future GAAP Quarterly Financial Statements) consistently applied by the Company throughout the periods presented and present fairly, in all material respects, the consolidated financial position, results of operations, stockholder’s equity and cash flows of the Company and its consolidated Subsidiaries as at the respective dates and for the respective periods indicated, in accordance with GAAP. When delivered, the Future Quarterly Statutory Statements of the Company and Future Annual Statutory Statements of the Company will be derived from the books and records of the Company and prepared in all material respects in accordance with SAP consistently applied by the Company throughout the periods involved and present fairly, in all material respects, the statutory financial position, results of operations and, if applicable, cash flows of the Company, as applicable, as at the respective dates and for the respective periods indicated. All assets that will be reflected as admitted assets on the Future Quarterly Statutory Statements of the Company and Future Annual Statutory Statements of the Company will comply in all material respects with all Applicable Law. (vi) The Company maintains internal accounting controls that provide reasonable assurance that: (A) records are maintained in reasonable detail and accurately and fairly reflect the transactions and dispositions of the assets of the Company, (B) transactions are recorded as necessary to permit preparation of financial statements in accordance with GAAP or SAP, as applicable, and that receipts and expenditures of the Company are being made only in accordance with authorizations of management and directors of the Company and (C) controls prevent or timely detect unauthorized acquisition, use or disposition of the Company’s assets that could have a material effect on the financial statements of the Company. (vii) The Company has made available to the Reinsurer true and correct copies of the unaudited annual statutory financial statements of each of the Separate Accounts as of and for the annual periods ended December 31, 2014, 2015 and 2016 (the “Separate Account Annual Statements”), in each case, as filed with the Connecticut Insurance Department, together with the exhibits, schedules and notes thereto and (ii) any affirmations and certifications filed therewith. The Separate Account Annual Statements have been prepared in accordance with GAAP SAP applied on a consistent basis consistently throughout the periods presentedinvolved, except as otherwise noted therein and subjectpresent fairly, in the case of interim unaudited financial statements, to normal, recurring year-end adjustments and the absence of complete footnotes. The consolidated balance sheets included in such financial statements present fairly in all material respects respects, the consolidated statutory financial position and results of Parent operation of such Separate Accounts as of their respective dates and for their respective periods covered thereby. (viii) Except (A) as set forth in Section 15.1(e)(viii) of the Parent Subsidiaries Disclosure Schedule, (B) to the extent reserved for in the Financial Statements as of the respective dates thereof, and the consolidated statements of operations, consolidated statements of comprehensive income (loss), consolidated statements of stockholders’ equity and consolidated statements of cash flows included in such financial statements present fairly in all material respects the consolidated results of operations and cash flows of Parent and the Parent Subsidiaries for the respective periods indicated, except as otherwise noted therein and subject, in the case of interim unaudited financial statements, to normal, recurring year-end adjustments and the absence of complete footnotes. (c) Except (i) as and to the extent disclosed or reserved against on the balance sheet of Parent as of December 30, 2018 included in the Parent SEC Reports, (ii) as incurred after December 30, 2018 in the Ordinary Course of Business and, if incurred after the date of this Agreement, not prohibited by this Agreement, or (iii) as incurred pursuant to or in connection with this Agreement, neither Parent nor any Parent Subsidiary has any liabilities, Indebtedness or obligations of any kind, whether known or unknown, absolute, accrued, contingent, matured, unmatured or otherwise, and whether due or to become due, and whether or not required by GAAP to be recorded or reflected on a consolidated balance sheet of Parent (Effective Date or disclosed in the notes thereto), other than those that have not had (C) for Liabilities and would not reasonably be expected to have, individually or obligations incurred in the aggregateordinary course of business since the Effective Date, a Parent Material Adverse Effect. (d) Parent (i) maintains disclosure controls and procedures required by Rule 13a-15 there are no Liabilities or 15d-15 under the Exchange Act and (ii) based on its most recent evaluation of its internal control over financial reporting prior to the date of this Agreement and any previous such evaluations, has disclosed since January 1, 2017, to Parent’s auditors and the audit committee obligations of the Board Company of Directors any nature (whether accrued, absolute, contingent or otherwise) of Parent, (1) any known significant deficiencies and material weaknesses in the design or operation of its internal controls over financial reporting (as defined in Rule 13a-15(f) under the Exchange Act) a type that are reasonably likely to adversely affect in any material respect Parent’s ability to record, process, summarize and report financial information and (2) any known fraud whether or not material, that involves management or other employees who have a significant role in Parent’s internal control over financial reporting. Parent has made available to the Company all such disclosures made by management to Parent’s auditors and audit committee since January 1, 2017. Parent’s principal executive officer and principal financial officer have made, with respect to all reports, schedules, forms, statements and other documents would be required to be filed by Parent with the SEC since January 1disclosed, 2017 pursuant to the Securities Act reflected or the Exchange Act, all certifications required by Xxxxxxxx-Xxxxx and any related rules and regulations promulgated by the SEC. Neither Parent nor any of the Parent Subsidiaries has outstanding, or has arranged any outstanding, “extensions of credit” to directors or executive officers of Parent within the meaning of Section 402 of Xxxxxxxx-Xxxxx. (e) Neither Parent nor any Parent Subsidiary is reserved for on a party to, or has any commitment to become a party to, any joint venture, off-balance sheet partnership or any similar Contract (including any Contract or arrangement relating to any transaction or relationship between or among Parent and any Parent Subsidiary, on the one hand, and any unconsolidated Affiliate (including any structured finance, special purpose or limited purpose entity or Person), on the other hand), or has had any “off-balance sheet arrangement” (as defined in Item 303(a) of Regulation S-K promulgated by the SEC) or other contingent liability, where the result, purpose or effect of such Contract, arrangement or liability is or was to avoid disclosure of any material transaction involving, or material liabilities of, Parent or any Parent Subsidiary in Parent SEC Reports or disclosed in the financial statements of Parent notes thereto, prepared in accordance with SAP or any Parent SubsidiaryGAAP, as applicable.

SEC Reports; Financial Statements; Absence of Undisclosed Liabilities. (a) Parent and each Parent Subsidiary HLIC has timely filed or furnishedfurnished all required forms, as applicablereports, all reportsstatements, schedules, forms, registration statements and other documents required to be filed or furnished by it HLIC with or to the SEC since January 1, 2017 2014 (the documents referred to in this Section 5.03(a), collectively with any other forms, reports, statements, schedules, registration statements, prospectuses, proxy statements and other documents filed with or furnished to the SEC after the date hereof, the “Parent HLIC SEC Reports”). As of their respective datesits filing or furnishing date, each HLIC SEC Report complied, and each such HLIC SEC Report filed or furnished after giving effect to any amendments or supplements thereto filed prior to the date of this Agreementhereof will comply, and with respect any information incorporated by reference into them, as of the date of such information, the Parent SEC Reports (i) complied in all material respects with the requirements of the Securities Act and the Exchange Act or the Securities Act, as the case may be, applicable to such Parent SEC Report and (ii) did not contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading; provided, however, that no representation is made as to the accuracy of any financial projections or forward-looking statements, or the completeness of any information furnished by Parent or a Parent Subsidiary to the SEC for the purpose of complying with Regulation FD promulgated under the Exchange Actthereto. (b) The Except as set forth in Section 5.03(b) of the Seller Disclosure Schedule, each of the GAAP Financial Statements has been derived from the books and records of the Acquired Subsidiaries and prepared in accordance with GAAP (subject to the omission of notes and normal year-end adjustments in the case of the unaudited statements) consistently applied by HLIC throughout the periods presented and presents fairly, in all material respects, the consolidated financial statements position, results of operations, stockholder’s equity and cash flows of HLIC and its consolidated Subsidiaries as at the respective dates and for the respective periods indicated, in accordance with GAAP. (including any c) Seller has made available to Buyer copies of the following statutory statements, in each case together with the exhibits, schedules and notes or schedules thereto) included in thereto (collectively, the Parent SEC Reports “Statutory Statements” and together with the GAAP Financial Statements, the “Financial Statements”): (i) complied the annual statement of each Insurance Company and HLA as of and for the annual periods ended December 31, 2014, 2015 and 2016, in each case as filed with the insurance Governmental Authority of the jurisdiction of domicile of such Insurance Company or HLA, (ii) the audited annual financial statements of each Insurance Company and HLA as of and for the annual periods ended December 31, 2014, 2015 and 2016, together with the report of each such company’s independent auditors thereon and all exhibits, schedules and notes thereto, and (iii) the quarterly statements of each Insurance Company and HLA as of and for the quarterly period ended September 30, 2017, in each case as filed with the insurance Governmental Authority of the jurisdiction of domicile of such Insurance Company. Except as set forth on Section 5.03(c) of the Seller Disclosure Schedule, the Statutory Statements of the Insurance Companies have been derived from the books and records of the applicable Insurance Company and prepared in all material respects in accordance with SAP applied consistently throughout the periods involved, and present fairly, in all material respects, the statutory financial position, results of operations and, if applicable, cash flows of the applicable Insurance Company as of their respective dates and for the respective periods covered thereby. Solely to the extent relating to the HLA Insurance Contracts, the Statutory Statements of HLA have been derived from the books and records of HLA and prepared in all material respects in accordance with SAP applied consistently throughout the periods involved, and present fairly, in all material respects, the statutory financial position, results of operations and, if applicable, cash flows of HLA as of their respective dates and for the respective periods covered thereby. All assets that are, or will be, as applicable, reflected as admitted assets on the Statutory Statements, to the extent applicable, comply, or will comply, as applicable, in all material respects with all Laws applicable to admitted assets. No material deficiency has been asserted by any Governmental Authority with respect to any of the Statutory Statements that has not been resolved to the satisfaction of the applicable accounting requirements and Governmental Authority prior to the published rules and regulations date of this Agreement. (d) Section 5.03(d) of the SEC Seller Disclosure Schedule sets forth a true and complete list of all accounting practices used by the Insurance Companies in connection with respect thereto such Insurance Company’s Statutory Statements that depart from the National Association of Insurance Commissioners’ Accounting Practices and Procedures Manual (each such departure, a “Permitted or Prescribed Accounting Practice”), if any. All such Permitted or Prescribed Accounting Practices have been approved by the applicable Departments of Insurance in writing at or prior to the time used by the Insurance Companies in connection with the applicable Statutory Statement. Since January 1, 2014, neither the Insurance Companies nor any Person acting on behalf of the Insurance Companies has sought approval for a permitted accounting practice that was either (i) not granted by the applicable Department of Insurance or (ii) granted by the applicable Department of Insurance but not used by the Insurance Companies in connection with the applicable Statutory Statement. (e) When delivered, the Future Quarterly GAAP Financial Statements and Future Annual GAAP Financial Statements will be derived from the books and records of the Acquired Subsidiaries and prepared in accordance with GAAP (subject to the omission of notes and normal year-end adjustments in the case of the Future GAAP Quarterly Financial Statements) consistently applied by HLIC throughout the periods presented and present fairly, in all material respects, the consolidated financial position, results of operations, stockholder’s equity and cash flows of HLIC and its consolidated Subsidiaries as at the respective dates and for the respective periods indicated, in accordance with GAAP. When delivered, the Future Quarterly Statutory Statements and Future Annual Statutory Statements of the Insurance Companies will be derived from the books and records of the applicable Insurance Company and prepared in all material respects in accordance with SAP consistently applied by the applicable Insurance Company throughout the periods involved and present fairly, in all material respects, the statutory financial position, results of operations and, if applicable, cash flows of the applicable Insurance Company, as applicable, as at the respective dates and for the respective periods indicated. When delivered, solely to the extent relating to the HLA Insurance Contracts, the Future Quarterly Statutory Statements and Future Annual Statutory Statements of HLA will be derived from the books and records of HLA and prepared in all material respects in accordance with SAP consistently applied by HLA throughout the periods involved and present fairly, in all material respects, the statutory financial position, results of operations and, if applicable, cash flows of HLA as at the respective dates and for the respective periods indicated. All assets that will be reflected as admitted assets on the Future Quarterly Statutory Statements and Future Annual Statutory Statements of the Insurance Companies and HLA, to the extent applicable, will comply in all material respects with all Laws applicable to admitted assets. (f) Each Acquired Company maintains internal accounting controls that provide reasonable assurance that: (i) records are maintained in reasonable detail and accurately and fairly reflect the transactions and dispositions of the assets of such Acquired Company, (ii) transactions are recorded as necessary to permit preparation of financial statements in accordance with GAAP or SAP, as applicable, and that receipts and expenditures of such Acquired Company are being made only in accordance with authorizations of management and directors of such Acquired Company and (iii) controls prevent or timely detect unauthorized acquisition, use or disposition of such Acquired Company’s assets that could have a material effect on the financial statements of such Acquired Company. (g) Seller has made available to Buyer true and correct copies of the unaudited annual statutory financial statements of each of the Separate Accounts as of and for the annual periods ended December 31, 2014, 2015 and 2016 (the “Separate Account Annual Statements”), in each case, as filed with the insurance Governmental Authority of the jurisdiction of domicile of the applicable Insurance Company, together with the exhibits, schedules and notes thereto and any affirmations and certifications filed therewith. The Separate Account Annual Statements have been prepared in accordance with GAAP SAP applied on a consistent basis consistently throughout the periods presentedinvolved, except as otherwise noted therein and subjectpresent fairly, in the case of interim unaudited financial statements, to normal, recurring year-end adjustments and the absence of complete footnotes. The consolidated balance sheets included in such financial statements present fairly in all material respects respects, the consolidated statutory financial position and results of Parent and the Parent Subsidiaries operation of such Separate Accounts as of the their respective dates thereof, and the consolidated statements of operations, consolidated statements of comprehensive income (loss), consolidated statements of stockholders’ equity and consolidated statements of cash flows included in such financial statements present fairly in all material respects the consolidated results of operations and cash flows of Parent and the Parent Subsidiaries for the their respective periods indicated, except as otherwise noted therein and subject, in the case of interim unaudited financial statements, to normal, recurring year-end adjustments and the absence of complete footnotescovered thereby. (ch) Except (i) as and to set forth in Section 5.03(h) of the extent disclosed or reserved against on the balance sheet of Parent as of December 30, 2018 included in the Parent SEC ReportsSeller Disclosure Schedule, (ii) as incurred after December 30for Liabilities of HLI that are subject to indemnification under Section 13.01(a)(iii), 2018 in the Ordinary Course of Business and, if incurred after the date of this Agreement, not prohibited by this Agreement, or (iii) to the extent reserved for in the Financial Statements as incurred pursuant to or in connection with this Agreement, neither Parent nor any Parent Subsidiary has any liabilities, Indebtedness or obligations of any kind, whether known or unknown, absolute, accrued, contingent, matured, unmatured or otherwise, and whether due or to become due, and whether or not required by GAAP to be recorded or reflected on a consolidated balance sheet of Parent (the Accounts Date or disclosed in the notes thereto), other than those that have not had (iv) for Liabilities and would not reasonably be expected to have, individually or obligations under the terms of the HLI Notes and (v) for Liabilities and obligations incurred in the aggregateordinary course of business since the Accounts Date, there are no Liabilities or obligations of the Acquired Companies of any nature (whether accrued, absolute, contingent or otherwise) of a Parent Material Adverse Effecttype that would be required to be disclosed, reflected or reserved for on a balance sheet or disclosed in the notes thereto, prepared in accordance with SAP or GAAP, as applicable. (d) Parent (i) maintains disclosure controls and procedures required by Rule 13a-15 or 15d-15 under The aggregate principal amount of the Exchange Act and (ii) based on its most recent evaluation HLI Notes as of its internal control over financial reporting prior to the date of this Agreement and any previous such evaluations, has disclosed since January 1, 2017, to Parent’s auditors and the audit committee of the Board of Directors of Parent, (1) any known significant deficiencies and material weaknesses in the design or operation of its internal controls over financial reporting (as defined in Rule 13a-15(f) under the Exchange Act) that are reasonably likely to adversely affect in any material respect Parent’s ability to record, process, summarize and report financial information and (2) any known fraud whether or not material, that involves management or other employees who have a significant role in Parent’s internal control over financial reporting. Parent has made available to the Company all such disclosures made by management to Parent’s auditors and audit committee since January 1, 2017. Parent’s principal executive officer and principal financial officer have made, with respect to all reports, schedules, forms, statements and other documents required to be filed by Parent with the SEC since January 1, 2017 pursuant to the Securities Act or the Exchange Act, all certifications required by Xxxxxxxx-Xxxxx and any related rules and regulations promulgated by the SEC. Neither Parent nor any of the Parent Subsidiaries has outstanding, or has arranged any outstanding, “extensions of credit” to directors or executive officers of Parent within the meaning of Section 402 of Xxxxxxxx-Xxxxxhereof is $143,004,000. (e) Neither Parent nor any Parent Subsidiary is a party to, or has any commitment to become a party to, any joint venture, off-balance sheet partnership or any similar Contract (including any Contract or arrangement relating to any transaction or relationship between or among Parent and any Parent Subsidiary, on the one hand, and any unconsolidated Affiliate (including any structured finance, special purpose or limited purpose entity or Person), on the other hand), or has had any “off-balance sheet arrangement” (as defined in Item 303(a) of Regulation S-K promulgated by the SEC) or other contingent liability, where the result, purpose or effect of such Contract, arrangement or liability is or was to avoid disclosure of any material transaction involving, or material liabilities of, Parent or any Parent Subsidiary in Parent SEC Reports or in the financial statements of Parent or any Parent Subsidiary.