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

SEC Reports; Financial Statements; Undisclosed Liabilities. (i) Mykrolis has made available to Entegris, in the form filed with the SEC, its (A) Annual Report on Form 10-K for each of its fiscal years ended December 31, 2002 through December 31, 2004, (B) all proxy statements relating to Mykrolis’ meetings of shareholders (whether annual or special) held since January 1, 2002, and (C) all other reports, registration statements, and other filings (including amendments to previously filed documents) filed by Mykrolis with the SEC since January 1, 2002 (all such reports, proxy statements, registration statements, and filings, other than the Joint Proxy Statement (as defined in Section 4.01(f)), being herein collectively called the “Mykrolis SEC Reports” and individually called a “Mykrolis SEC Report”). Taking into account any amendments and supplements filed prior to the date of this Agreement, no Mykrolis SEC Report, as of its filing date, contained any untrue statement of a material fact or omitted to state any material fact required to be stated therein or necessary in order to make the statements made therein, in the light of the circumstances under which they were made, not misleading, and each Mykrolis SEC Report at the time of its filing complied as to form in all material respects with all applicable requirements of the Securities Act of 1933, as amended (the “Securities Act”), the Exchange Act, and the rules and regulations of the SEC. Since January 1, 2002, Mykrolis has filed in a timely manner all reports that it was required to file with the SEC pursuant to the Exchange Act, the Securities Act, and the rules and regulations of the SEC.

SEC Reports; Financial Statements; Undisclosed Liabilities. (i) Mykrolis Entegris has made available to EntegrisMykrolis, in the form filed with the SEC, its (A) Annual Report on Form 10-K for each of its fiscal years ended December 31August, 2002 through December 31August, 2004, (B) all proxy statements relating to MykrolisEntegris’ meetings of shareholders (whether annual or special) held since January September 1, 20022001, and (C) all other reports, registration statements, statements and other filings (including amendments to previously filed documents) filed by Mykrolis Entegris with the SEC since January September 1, 2002 2001 (all such reports, proxy statements, registration statements, and filings, other than the Registration Statement and the Joint Proxy Statement (as defined in Section 4.01(f))Statement, being herein collectively called the “Mykrolis Entegris SEC Reports” and individually called a “Mykrolis Entegris SEC Report”). Taking into account any amendments and supplements filed prior to the date of this Agreement, no Mykrolis Entegris SEC Report, as of its filing date, contained any untrue statement of a material fact or omitted to state any material fact required to be stated therein or necessary in order to make the statements made therein, in the light of the circumstances under which they were made, not misleading, and each Mykrolis Entegris SEC Report at the time of its filing complied as to form in all material respects with all applicable requirements of the Securities Act of 1933, as amended (the “Securities Act”), the Exchange Act, and the rules and regulations of the SEC. Since January September 1, 20022001, Mykrolis Entegris has filed in a timely manner all reports that it was required to file with the SEC pursuant to the Exchange Act, the Securities Act, and the rules and regulations of the SEC. Eagle Delaware will be treated as a “successor issuer” within the meaning of Rule 12g-3 under the Exchange Act and the Eagle Delaware Common Stock will, at and after the Reincorporation Merger Effective Time, be registered under Section 12(g) of the Exchange Act and be approved for quotation on NASDAQ.

SEC Reports; Financial Statements; Undisclosed Liabilities. (i) Mykrolis Each of the Company and CPPL has made available to Entegrisfiled or furnished, in the form filed with the SECas applicable, its (A) Annual Report on Form 10-K for each of its fiscal years ended December 31all forms, 2002 through December 31, 2004, (B) all proxy statements relating to Mykrolis’ meetings of shareholders (whether annual or special) held since January 1, 2002, and (C) all other reports, registration statements, certifications, reports and other filings (including amendments documents required to previously be filed documents) filed or furnished by Mykrolis it with the SEC since January 1(the forms, 2002 (all such reports, proxy statements, registration statementscertifications, reports and filingsother documents of the Company and CPPL so filed or furnished and those filed or furnished subsequent to the date of this Agreement, including all exhibits and other than the Joint Proxy Statement (as defined in Section 4.01(f))information incorporated therein and all amendments and supplements thereto, being herein collectively called the “Mykrolis SEC Reports” and individually called a “Mykrolis SEC Report”). Taking into account any amendments and supplements filed As of their respective dates of filing, or, if amended or superseded by a subsequent filing made prior to the date of this Agreement, no Mykrolis as of the date of the last such amendment or superseding filing prior to the date of this Agreement, the SEC ReportReports complied, and, in the case of the Proxy Statement or any registration statement, complied or will comply, in all material respects with the applicable requirements of the Securities Act, the Exchange Act and the Xxxxxxxx-Xxxxx Act of 2002 (the “Xxxxxxxx-Xxxxx Act”), as the case may be, and the applicable rules and regulations promulgated thereunder, each as in effect on the date of any such filing. As of the time of filing with the SEC (or, if amended prior to the date of this Agreement, as of its filing datethe date of such amendment), none of the SEC Reports so filed contained any untrue statement of a material fact or omitted to state any a material fact required to be stated therein or necessary in order to make the statements made therein, in the light of the circumstances under which they were made, not misleading, and each Mykrolis except to the extent that the information in such SEC Reports has been amended or superseded by a later SEC Report at filed prior to the time date of its filing complied as to form in all material respects with all applicable requirements of the Securities Act of 1933this Agreement. Each SEC Report that is a registration statement or prospectus, as amended (the “Securities Act”)amended, the Exchange Actif applicable, and the rules and regulations of the SEC. Since January 1, 2002, Mykrolis has filed in a timely manner all reports that it was required to file with the SEC pursuant to the Exchange Act, the Securities Act, and the rules and regulations as of the SECdate such registration statement, prospectus or applicable amendment became effective, did not contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements made therein, in light of the circumstances in which they were made, not misleading.

SEC Reports; Financial Statements; Undisclosed Liabilities. (ia) Mykrolis has made available The Paired Entities have filed or otherwise furnished to Entegristhe SEC all forms, in the form filed with the SEC, its (A) Annual Report on Form 10-K for each of its fiscal years ended December 31, 2002 through December 31, 2004, (B) all proxy statements relating to Mykrolis’ meetings of shareholders (whether annual or special) held since January 1, 2002, and (C) all other reports, registration statementsschedules, and other filings (including amendments to previously filed documents) filed by Mykrolis with the SEC since January 1, 2002 (all such reports, proxy statements, registration statements, prospectuses, definitive proxy statements and filingsother documents required to be filed with or furnished to the SEC by the Paired Entities since January 1, other than 2019, together with all certifications required pursuant to the Joint Proxy Statement Xxxxxxxx-Xxxxx Act of 2002, as amended (as defined in Section 4.01(f))“Xxxxxxxx-Xxxxx Act”) (all such documents, being herein collectively called together with all exhibits and schedules to the foregoing materials and all information incorporated therein by reference and any amendments or supplements thereto, including those filed or furnished subsequent to the date hereof, the “Mykrolis Paired Entities SEC Reports” and individually called a “Mykrolis SEC Report”). Taking into account any amendments As of their respective filing or furnished dates (or, if amended or superseded by a filing or a document furnished, then on such filing or furnished date), the Paired Entities SEC Reports (i) complied in all material respects with the applicable requirements of the Securities Act and supplements filed prior to the date of this Agreement, no Mykrolis SEC ReportExchange Act, as of its filing datethe case may be, contained including, in each case, the rules and regulations promulgated thereunder, and (ii) did not contain any untrue statement of a material fact or omitted omit to state any a material fact required to be stated therein or necessary in order to make the statements made therein, in the light of the circumstances under which they were made, not misleading. None of the Paired Entities Subsidiaries is currently subject to the periodic reporting requirements of the Exchange Act. The Paired Entities have made available to Parent all comment letters and all material correspondence between the SEC, on the one hand, and each Mykrolis the Company or Hospitality, on the other hand, since January 1, 2018. As of the date hereof, there are no material outstanding or unresolved comments received from the SEC Report at with respect to any of the time Paired Entities SEC Reports filed or furnished by the Paired Entities with the SEC and, as of its filing complied as the date hereof, to form the knowledge of the Paired Entities, none of the Paired Entities SEC Reports is the subject of ongoing SEC review. Each of the Paired Entities are in compliance in all material respects with all the applicable requirements provisions of the Securities Xxxxxxxx-Xxxxx Act of 1933, as amended (the “Securities Act”), the Exchange Act, and the applicable listing and corporate governance rules and regulations of the SECNasdaq Global Select Market. Since January 1Each of the audited consolidated financial statements and unaudited consolidated interim financial statements of each of the Paired Entities included in or incorporated by reference into the Paired Entities SEC Reports (including the related notes and schedules, 2002the “Company Financial Statements”) fairly presents in all material respects the consolidated financial position of the applicable Paired Entity and its Subsidiaries as of its date and each of the consolidated statements of operations, Mykrolis has filed changes in a timely manner shareholders’ equity and other comprehensive income and cash flows of the Paired Entities and their Subsidiaries included in or incorporated by reference into the Paired Entities SEC Reports (including any related notes and schedules) fairly present in all reports that it was required to file material respects the consolidated results of operations, changes in shareholders’ equity and other comprehensive income or cash flows, as the case may be, of the applicable Paired Entity and its consolidated Subsidiaries for the periods set forth therein, and, in each case have been prepared in accordance with GAAP (as in effect on the SEC pursuant to United States on the date of such Company Financial Statement) (except, in the case of unaudited statements, as permitted by Form 10-Q, Form 8-K or any successor form under the Exchange Act) consistently applied during the periods involved (except as may be noted therein, or, in the Securities case of unaudited statements, as permitted by Rule 10-01 of Regulation S-X of the Exchange Act, ). The Paired Entities have designed and maintain a system of internal control over financial reporting (as defined in Rules 13a-15(f) and 15d-15(f) of the Exchange Act) intended to provide reasonable assurances regarding the reliability of financial reporting for the Paired Entities and the Paired Entities Subsidiaries. The Paired Entities have established and maintain “disclosure controls and procedures” (as defined in Rules 13a-15(e) and 15d-15(e) under the Exchange Act) intended to provide reasonable assurance that material information required to be disclosed by the Paired Entities in the reports that they file or submit under the Exchange Act is recorded, processed, summarized and reported within the time periods specified in the SEC’s rules and regulations forms and is accumulated and communicated to the applicable Paired Entity’s management as appropriate to allow timely decisions regarding required disclosure, have conducted the procedures in accordance with their terms and have otherwise operated in compliance with the requirements under Rules 13a-15 and 15d-15 of the SECExchange Act.

SEC Reports; Financial Statements; Undisclosed Liabilities. (ia) Mykrolis Since May 22, 2013, the Company has made available to Entegris, in the form timely filed with or furnished all reports, schedules, forms, statements and other documents required to be filed or furnished by the Company under the Securities Act and the Exchange Act to the SEC, its (A) Annual Report on Form 10-K for each under the rules and regulations of its fiscal years ended December 31, 2002 through December 31, 2004, (B) all proxy statements relating the Nasdaq and to Mykrolis’ meetings of shareholders (whether annual or special) held since January 1, 2002, the TASE and (C) all other reports, registration statements, the ISA under the Israeli Securities Law and other filings (including amendments to previously filed documents) filed by Mykrolis with the SEC since January 1, 2002 rules and regulations thereunder (all such reportsforms, proxy statementsreports and documents, registration statementstogether with all documents filed or furnished on a voluntary basis and all exhibits and schedules thereto, and filings, other than the Joint Proxy Statement (as defined in Section 4.01(f)), being herein collectively called the “Mykrolis SEC Company Reports” and individually called a “Mykrolis SEC Report”). Taking into account any amendments and supplements filed As of its filing date (or, if amended or superseded by a filing prior to the date of this Agreement, no Mykrolis SEC Report, as of its filing datethe date of such amended or superseded filing), contained (a) each Company Report complied as to form in all material respects with the Legal Requirements applicable thereto, in each case as in effect on the date such Company Report was filed or furnished or amended or superseded, and (b) each Company Report did not contain any untrue statement of a material fact or omitted omit to state any material fact required to be stated therein or necessary in order to make the statements made therein, in the light of the circumstances under which they were made, not misleading, and each Mykrolis SEC Report at the time of its filing complied as to form in all material respects with all applicable requirements . None of the Securities Act of 1933, as amended (the “Securities Act”), the Exchange Act, and the rules and regulations of the SEC. Since January 1, 2002, Mykrolis has filed in a timely manner all reports that it was Company’s Subsidiaries is required to file or furnish any forms, reports or other documents with the SEC pursuant to the Exchange ActSEC, Nasdaq, the Securities Act, and the rules and regulations TASE or ISA. No executive officer of the Company has failed to make the certifications required of him or her under Section 302 or 906 of the Sarbanes Oxley Act with respect to any Company Report, except as disclosed in certifications filed with the Company Reports. To the knowledge of the Company, none of the Company Reports is the subject of ongoing SEC, TASE or ISA review or investigation.