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

SEC Reports; Financial Statements; Undisclosed Liabilities. (a) The Company has filed with the SEC all forms, reports, statements, schedules and other documents required to be filed by it since December 1, 2006 (as amended to date, the “SEC Reports”). The Company has delivered or made available to Parent copies of all such SEC Reports. As of their respective dates, or, if amended, as of the date of the last such amendment, the SEC Reports complied as to form in all material respects in accordance with the then-applicable requirements of the Securities Act of 1933, as amended (the “Securities Act”), the Exchange Act or the Xxxxxxxx-Xxxxx Act, as the case may be, and in each case, the rules and regulations promulgated thereunder. None of the SEC Reports, at the time they were filed, or, if amended, as of the date of such amendment, contained any untrue statement of a material fact or omitted to state 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. No Subsidiary of the Company is required to file any form, report or other document with the SEC. Except as set forth on Section 3.07(a) of the Company Disclosure Letter, as of the date hereof, there are no unresolved comments issued by the staff of the SEC with respect to any of the SEC Reports.

SEC Reports; Financial Statements; Undisclosed Liabilities. (a) The Company has filed with the SEC all forms, reports, statements, schedules and other documents with the United States Securities and Exchange Commission (the "SEC") required to be filed by it since December 1and including [June 29, 2006 2000] pursuant to the federal securities laws and the SEC rules and regulations thereunder (as amended to date, the “"SEC Reports”REPORTS"). The Company has delivered or made available to Parent copies of all such SEC Reports. As of their respective dates, or, if amendedThe SEC Reports, as of well as all forms, reports, statements, schedules and other documents to be filed by the Company with the SEC after the date of hereof and prior to the last such amendmentEffective Time (the "FUTURE SEC REPORTS"), the SEC Reports complied as to form (i) were and will be prepared in all material respects in accordance with the then-applicable requirements of the Securities Act of 1933, as amended (the “Securities Act”"SECURITIES ACT"), the Exchange Act or and the Xxxxxxxx-Xxxxx Act, as the case may be, and in each case, the published rules and regulations promulgated thereunder. None of the SEC Reportsthereunder, at each as applicable to such SEC Reports and such later filed Future SEC Reports and (ii) did not and will not as of the time they were filed, or, if amended, as of the date of such amendment, contained filed contain any untrue statement of a material fact or omitted omit to state 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 and will be made, not misleading. No Subsidiary subsidiary of the Company is required subject to file any form, report or other document with the SEC. Except as set forth on Section 3.07(a) periodic reporting requirements of the Company Disclosure Letter, as Exchange Act. As of the date hereof, there are no material unresolved comments issued by the staff of the SEC with respect to any of the SEC Reports.

SEC Reports; Financial Statements; Undisclosed Liabilities. (a) The Company Parent has filed with the SEC in a timely manner all formsrequired registration statements, reports, statementsschedules, schedules forms, statements and other documents required to be filed by it with the SEC since December 1October 20, 2006 2021 (collectively, as they have been amended to datesince the time of their filing and including all exhibits thereto, the “SEC Reports”). The Company has delivered or made available to Parent copies of all such SEC Reports. As of their respective dates, or, if amended, as of the date of the last such amendment, the SEC Reports complied as to form in all material respects in accordance with the then-applicable requirements of the Securities Act of 1933, as amended (the “Securities Act”), the Exchange Act or the Xxxxxxxx-Xxxxx Act, as the case may be, and in each case, the rules and regulations promulgated thereunder. None of the SEC Reports, at the time they were filed, or, if amended, as of their respective dates (or if amended or superseded by a filing prior to the date of this Agreement or the Closing Date, then on the date of such amendmentfiling), contained any untrue statement of a material fact or omitted to state 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. No Subsidiary of The audited financial statements and unaudited interim financial statements (including, in each case, the Company is required notes and schedules thereto) included in the SEC Reports complied as to file any form, report or other document form in all material respects with the SEC. Except as set forth on Section 3.07(a) of the Company Disclosure Letter, as of the date hereof, there are no unresolved comments issued by the staff published rules and regulations of the SEC with respect thereto, were prepared in accordance with GAAP applied on a consistent basis during the periods involved (except as may be indicated therein or in the notes thereto and except with respect to any unaudited statements as permitted by Form 10-Q of the SEC ReportsSEC) and fairly present (subject, in the case of the unaudited interim financial statements included therein, to normal year-end adjustments and the absence of complete footnotes) in all material respects the financial position of Parent as of the respective dates thereof and the results of their operations and cash flows for the respective periods then ended.

SEC Reports; Financial Statements; Undisclosed Liabilities. (a) The Company Parent has timely filed with the SEC all formsor furnished each form, reportsreport, statementsschedule, schedules registration statement, definitive proxy statement and other documents document (together with all amendments thereof and supplements thereto) required to be filed or furnished by it Parent pursuant to the Securities Act or the Exchange Act with the SEC since December 1January 30, 2006 2020 (as such documents have since the time of their filing been amended to dateor supplemented, the “Parent SEC Reports”). The Company has delivered or made available to Parent copies of all such SEC Reports. As of their respective dates, or, if amended, as of the date of the last such amendmentafter giving effect to any amendments or supplements thereto, the Parent SEC Reports (A) complied as to form in all material respects in accordance with the then-applicable requirements of the Securities Act of 1933and the Exchange Act, as amended applicable, and, to the extent applicable, Xxxxxxxx-Xxxxx Act of 2002 (the “Securities ActSOX”), the Exchange Act or the Xxxxxxxx-Xxxxx Act, as the case may be, and in each case, the rules and regulations promulgated thereunder. None of the SEC Reports, at the time they were filed, or, if amended, as of the date of such amendment, contained (B) did not contain any untrue statement of a material fact or omitted omit to state 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. No Subsidiary , provided, however, that no representation is made as to the accuracy of any financial projections or forward-looking statements or the Company is required completeness of any information filed or furnished by Parent to file any form, report the SEC solely for the purposes of complying with Regulation FD promulgated under the Exchange Act or other document with the SEC. Except as set forth on Section 3.07(a) pursuant to Item 2.02 of the Company Disclosure Letter, as Form 8-K. As of the date hereofof this Agreement, there are no material outstanding or unresolved comments issued by the staff of in comment letters from the SEC staff with respect to any of the Parent SEC Reports.