Common use of SEC Reports; Pubco Financial Statements Clause in Contracts

SEC Reports; Pubco Financial Statements. Pubco has filed all reports required to be filed by it under the Securities Act and the Exchange Act, including pursuant to Section 13(a) or 15(d) thereof, for the two years preceding the date hereof (or such shorter period as Pubco was required by law to file such material) (the foregoing materials being collectively referred to herein as the “SEC Reports” and, together with this Agreement and the Schedules to this Agreement, the “Disclosure Materials”) on a timely basis or has received a valid extension of such time of filing and has filed any such SEC Reports prior to the expiration of any such extension. Pubco has delivered or otherwise made available to the Company copies of all SEC Reports filed within the 10 days preceding the date hereof. As of their respective dates, the SEC Reports complied in all material respects with the requirements of the Securities Act and the Exchange Act and the rules and regulations of the Commission promulgated thereunder, and none of the SEC Reports, when filed, 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 therein, in light of the circumstances under which they were made, not misleading. The financial statements of Pubco included in the SEC Reports (the “Pubco Financial Statements”) comply in all material respects with applicable accounting requirements and the rules and regulations of the Commission with respect thereto as in effect at the time of filing. The Financial Statements have been prepared in accordance with GAAP, except as may be otherwise specified in the Financial Statements or the notes thereto, and fairly present in all material respects the assets, liabilities, financial position and results of operations of Pubco 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 unaudited statements, to normal, immaterial, year-end audit adjustments. The books and records of Pubco are true, accurate and complete in all material respects. All material agreements to which Pubco is a party or to which the property or assets of Pubco are subject are included as part of or specifically identified in the SEC Reports.

SEC Reports; Pubco Financial Statements. Pubco (a) PubCo has filed all reports required to be filed by it under the Securities Act and the Exchange Act, including pursuant to Section 13(a) or 15(d) thereof, since inception, and such reports, including without limitation, PubCo's Form 10-K for the two years preceding the date hereof (or such shorter period fiscal year ended December 31, 2010, as Pubco was required by law to file such material) amended (the foregoing materials being "Form 10-K"), which was filed with the Commission on October 5, 2011, and all reports filed by PubCo thereafter (the Form 10-K and all reports filed with the Commission are collectively referred to herein as the “"Current SEC Reports” and") (i) at the time filed, together with this Agreement and the Schedules to this Agreement, the “Disclosure Materials”) on a timely basis or has received a valid extension of such time of filing and has filed any such SEC Reports prior to the expiration of any such extension. Pubco has delivered or otherwise made available to the Company copies of all SEC Reports filed within the 10 days preceding the date hereof. As of their respective dates, the SEC Reports complied in all material respects with the applicable requirements of the Securities Act Laws and other applicable Legal Requirements and (ii) did not, at the Exchange Act and time they were filed (or, if amended or superseded by a filing prior to the rules and regulations date of this Agreement, then on the Commission promulgated thereunderdate of such amended or subsequent filing or, and none in the case of registration statements, at the SEC Reports, when filed, contained effective date thereof) 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 therein, in light of the circumstances under which they were made, not misleading. (b) PubCo's principal executive officer and principal financial officer have made the certifications required by Sections 302 and 906 of the Sxxxxxxx-Xxxxx Act and the rules and regulations of the Exchange Act thereunder with respect to the reports filed by PubCo under the Exchange Act (the "Exchange Act Reports") to the extent such rules or regulations applied at the time of the filing. For purposes of the preceding sentence, "principal executive officer" and "principal financial officer" shall have the meanings given to such terms in the Sarbanes–Oxley Act. Such certifications contain no qualifications or exceptions to the matters certified therein and have not been modified or withdrawn; and neither PubCo nor any of its officers has received notice from any Governmental Body questioning or challenging the accuracy, completeness, content, form or manner of filing or submission of such certifications. (c) The financial statements of Pubco PubCo included in the SEC Reports reports required to be filed by it under the Securities Act and the Exchange Act, including pursuant to Section 13(a) or 15(d) thereof (the “Pubco "PubCo Financial Statements”) "), comply in all material respects with applicable accounting requirements and the rules and regulations of the Commission with respect thereto as in effect at the time of filing. The PubCo Financial Statements have been prepared in accordance with GAAP, except as may be otherwise specified in the PubCo Financial Statements or the notes thereto, and fairly present in all material respects the assets, liabilities, financial position and results of operations of Pubco PubCo 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 unaudited statements, to normal, immaterial, year-end audit adjustments. (d) To PubCo's Knowledge, each of PubCo's independent public accountants, which have expressed their opinion with respect to the financial statements of PubCo included in PubCo's Exchange Act Reports (including the related notes), is and have been throughout the periods covered by such PubCo Financial Statements, registered public accounting firms with respect to PubCo within the meaning of the Securities Laws and is registered with the Public Company Accounting Oversight Board. The books With respect to PubCo, to the best of PubCo's Knowledge, PubCo's current independent public accountants are not and records have not been in violation of Pubco auditor independence requirements of the Sxxxxxxx-Xxxxx Act and the rules and regulations promulgated in connection therewith. None of the non-audit services performed by PubCo's independent public accountants for PubCo were prohibited services under the Sxxxxxxx-Xxxxx Act. (e) PubCo maintains disclosure controls and procedures required by the Exchange Act or the rules promulgated thereunder; such controls are true, accurate and complete in sufficient to ensure that all material respectsinformation concerning PubCo is made known on a timely basis to the individuals responsible for the preparation of PubCo's filings with the Securities and Exchange Commission (the "SEC") and other disclosure documents. All material agreements Schedule 4.6 of the PubCo Disclosure Schedules lists, and PubCo has delivered to which Pubco is a party or to which the property or assets Company copies of, all written descriptions of, and all policies, manuals and other documents promulgating, such disclosure controls and procedures. To PubCo's Knowledge, each director and executive officer of Pubco are subject are included as part of or specifically identified in PubCo has filed with the SEC Reportson a timely basis all statements required by Section 16(a) of the Exchange Act and the rules and regulations thereunder. As used in this Section 4.6, the term "file" shall be broadly construed to include any manner in which a document or information is furnished, supplied or otherwise made available to the SEC.

SEC Reports; Pubco Financial Statements. (a) Pubco has filed all reports required to be filed by it under the Securities Act and the Exchange Act, including pursuant to Section 13(a) or 15(d) thereof, for the two years preceding the date hereof (or such shorter period as Pubco was required by law to file such material) since inception (the foregoing materials materials, together with all documents or reports filed by the Company under the Exchange Act that were not required to be filed, being collectively referred to herein as the “SEC Reports” and, together with this Agreement and the Schedules to this Agreement, the “Disclosure Materials”) on a timely basis or has received a valid extension of such time of filing and has filed any such SEC Reports prior to the expiration of any such extension). Pubco has delivered or otherwise made available to the Company copies of all The SEC Reports filed within since September 30, 2009, (i) at the 10 days preceding the date hereof. As of their respective datestime filed, the SEC Reports complied in all material respects with the applicable requirements of the Securities Act Laws and other applicable Legal Requirements and (ii) did not, at the Exchange Act and time they were filed (or, if amended or superseded by a filing prior to the rules and regulations date of this Agreement, then on the Commission promulgated thereunderdate of such amended or subsequent filing or, and none in the case of registration statements, at the SEC Reports, when filed, contained effective date thereof) contain any untrue statement of a material fact or omitted omit to state a material fact required to be stated therein in such SEC Reports or necessary in order to make the statements thereinin such SEC Reports, in light of the circumstances under which they were made, not misleading. Since September 30, 2009, Pubco’s principal executive officer and principal financial officer have made the certifications required by Sections 302 and 906 of the Xxxxxxxx-Xxxxx Act and the rules and regulations of the Exchange Act thereunder with respect to SEC Reports filed by Pubco under the Exchange Act (the “Exchange Act Reports”) to the extent such rules or regulations applied at the time of the filing. For purposes of the preceding sentence, “principal executive officer” and “principal financial officer” shall have the meanings given to such terms in the Sarbanes–Oxley Act. Such certifications contain no qualifications or exceptions to the matters certified therein and have not been modified or withdrawn; and neither Pubco nor any of its officers has received notice from any Governmental Body questioning or challenging the accuracy, completeness, content, form or manner of filing or submission of such certifications. Pubco is not a “Business Combination Shell Company” as such term is defined under Rule 405 of the Securities Act. (b) The financial statements of Pubco included in the SEC Reports (the “Pubco Financial Statements”) comply in all material respects with applicable accounting requirements and the rules and regulations of the Commission with respect thereto as in effect at the time of filing. The Pubco Financial Statements have been prepared in accordance with GAAP, except as may be otherwise specified in the Pubco Financial Statements or the notes thereto, and fairly present in all material respects the assets, liabilities, financial position and results of operations of Pubco 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 unaudited statements, to normal, immaterial, year-end audit adjustments. The books and records . (c) Since September 30, 2009, each of Pubco’s independent public accountants, which have expressed their opinion with respect to the financial statements of Pubco included in Pubco’s Exchange Act Reports (including the related notes), is and have been throughout the periods covered by such Pubco Financial Statements, registered public accounting firms with respect to Pubco within the meaning of the Securities Laws and is registered with the Public Company Accounting Oversight Board. With respect to Pubco, to the best of Pubco’s Knowledge, Pubco’s current independent public accountants are truenot and have not been in violation of auditor independence requirements of the Xxxxxxxx-Xxxxx Act and the rules and regulations promulgated in connection therewith. None of the non-audit services performed by Pubco’s independent public accountants for Pubco were prohibited services under the Xxxxxxxx-Xxxxx Act. (d) Since September 30, accurate 2009, Pubco has maintained disclosure controls and complete in procedures required by Rule 13a-15(b) or 15d-15(b) under the Exchange Act; such controls and procedures are effective to ensure that all material respects. All material agreements to which information concerning Pubco is made known on a party or timely basis to which the property or assets of Pubco are subject are included as part of or specifically identified in principal executive officer and the SEC Reportsprincipal financial officer.

SEC Reports; Pubco Financial Statements. Pubco (a) PubCo has filed all reports required to be filed by it under the Securities Act and the Exchange Act, including pursuant to Section 13(a) or 15(d) thereofof the Exchange Act, since inception, and such reports, including without limitation, PubCo’s Form 10-K for the two years preceding the date hereof (or such shorter period fiscal year ended December 31, 2010, as Pubco was required by law to file such material) amended (the foregoing materials being “Form 10-K”), and all reports filed by PubCo thereafter (the Form 10-K and all reports filed with the Commission are collectively referred to herein as the “Current SEC Reports” and, together with this Agreement and the Schedules to this Agreement, the “Disclosure Materials”) on a timely basis or has received a valid extension of such (i) at the time of filing and has filed any such SEC Reports prior to the expiration of any such extension. Pubco has delivered or otherwise made available to the Company copies of all SEC Reports filed within the 10 days preceding the date hereof. As of their respective datesfiled, the SEC Reports complied in all material respects with the applicable requirements of the Securities Act Laws and the Exchange Act and the rules and regulations of the Commission promulgated thereunderother applicable Legal Requirements, and none (ii) did not, at the time they were filed (or, if amended or superseded by a filing prior to the date of this Agreement, then on the SEC Reportsdate of such amended or subsequent filing or, when filedin the case of registration statements, contained at the effective date thereof) 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 therein, in light of the circumstances under which they were made, not misleading. (b) PubCo’s principal executive officer and principal financial officer have made the certifications required by Sections 302 and 906 of the Sxxxxxxx-Xxxxx Act and the rules and regulations of the Exchange Act thereunder with respect to the reports filed by PubCo under the Exchange Act (the “Exchange Act Reports”) to the extent such rules or regulations applied at the time of the filing. The For purposes of the preceding sentence, “principal executive officer” and “principal financial officer” shall have the meanings given to such terms in the Sarbanes–Oxley Act. Such certifications contain no qualifications or exceptions to the matters certified therein and have not been modified or withdrawn; and neither PubCo nor any of its officers has received notice from any Governmental Body questioning or challenging the accuracy, completeness, content, form or manner of filing or submission of such certifications. (c) the financial statements of Pubco PubCo included in the SEC Reports reports required to be filed by it under the Securities Act and the Exchange Act, including pursuant to Section 13(a) or 15(d) of the Exchange Act (the “Pubco PubCo Financial Statements”) ), comply in all material respects with applicable accounting requirements and the rules and regulations of the Commission with respect thereto as in effect at the time of filing. The To the Knowledge of PubCo, the PubCo Financial Statements have been prepared in accordance with GAAP, except as may be otherwise specified in the PubCo Financial Statements or the notes thereto, and fairly present in all material respects the assets, liabilities, financial position and results of operations of Pubco PubCo 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 unaudited statements, to normal, immaterial, year-end audit adjustments. (d) each of PubCo’s independent public accountants, which have expressed their opinion with respect to the financial statements of PubCo included in PubCo’s Current SEC Reports (including the related notes), is and have been throughout the periods covered by such PubCo Financial Statements, registered public accounting firms with respect to PubCo within the meaning of the Securities Laws and is registered with the Public Company Accounting Oversight Board. The books With respect to PubCo, to the best of PubCo’s Knowledge, PubCo’s current independent public accountants are not and records have not been in violation of Pubco are true, accurate auditor independence requirements of the Sxxxxxxx-Xxxxx Act and complete the rules and regulations promulgated in all material respectsconnection therewith. All material agreements to which Pubco is a party or to which None of the property or assets of Pubco are subject are included as part of or specifically identified in non-audit services performed by PubCo’s independent public accountants for PubCo were prohibited services under the SEC ReportsSxxxxxxx-Xxxxx Act.

SEC Reports; Pubco Financial Statements. Pubco (a) PubCo has filed all reports required to be filed by it under the Securities Act and the Exchange Act, including pursuant to Section 13(a) or 15(d) thereof, since inception, and such reports, including without limitation, PubCo's Form 10-K for the two years preceding the date hereof (or such shorter period fiscal year ended March 31, 2009, as Pubco was required by law to file such material) amended (the foregoing materials being "Form 10-K"), which was filed with the Commission on July 15, 2009, and all reports filed by PubCo thereafter (the Form 10-K and all reports filed with the Commission are collectively referred to herein as the “"Current SEC Reports” and") (i) at the time filed, together with this Agreement and the Schedules to this Agreement, the “Disclosure Materials”) on a timely basis or has received a valid extension of such time of filing and has filed any such SEC Reports prior to the expiration of any such extension. Pubco has delivered or otherwise made available to the Company copies of all SEC Reports filed within the 10 days preceding the date hereof. As of their respective dates, the SEC Reports complied in all material respects with the applicable requirements of the Securities Act Laws and other applicable Legal Requirements and (ii) did not, at the Exchange Act and time they were filed (or, if amended or superseded by a filing prior to the rules and regulations date of this Agreement, then on the Commission promulgated thereunderdate of such amended or subsequent filing or, and none in the case of registration statements, at the SEC Reports, when filed, contained effective date thereof) 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 therein, in light of the circumstances under which they were made, not misleading. (b) PubCo's principal executive officer and principal financial officer have made the certifications required by Sections 302 and 906 of the Xxxxxxxx-Xxxxx Act and the rules and regulations of the Exchange Act thereunder with respect to the reports filed by PubCo under the Exchange Act (the "Exchange Act Reports") to the extent such rules or regulations applied at the time of the filing. For purposes of the preceding sentence, "principal executive officer" and "principal financial officer" shall have the meanings given to such terms in the Sarbanes–Oxley Act. Such certifications contain no qualifications or exceptions to the matters certified therein and have not been modified or withdrawn; and neither PubCo nor any of its officers has received notice from any Governmental Body questioning or challenging the accuracy, completeness, content, form or manner of filing or submission of such certifications. PubCo is not a "Business Combination Shell Company" as such term is defined under Rule 405 of the Securities Act. (c) The financial statements of Pubco PubCo included in the SEC Reports reports required to be filed by it under the Securities Act and the Exchange Act, including pursuant to Section 13(a) or 15(d) thereof (the “Pubco "PubCo Financial Statements”) "), comply in all material respects with applicable accounting requirements and the rules and regulations of the Commission with respect thereto as in effect at the time of filing. The PubCo Financial Statements have been prepared in accordance with GAAP, except as may be otherwise specified in the PubCo Financial Statements or the notes thereto, and fairly present in all material respects the assets, liabilities, financial position and results of operations of Pubco PubCo 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 unaudited statements, to normal, immaterial, year-end audit adjustments. (d) To PubCo's Knowledge, each of PubCo's independent public accountants, which have expressed their opinion with respect to the financial statements of PubCo included in PubCo's Exchange Act Reports (including the related notes), is and have been throughout the periods covered by such PubCo Financial Statements, registered public accounting firms with respect to PubCo within the meaning of the Securities Laws and is registered with the Public Company Accounting Oversight Board. The books With respect to PubCo, to the best of PubCo's Knowledge, PubCo's current independent public accountants are not and records have not been in violation of Pubco auditor independence requirements of the Xxxxxxxx-Xxxxx Act and the rules and regulations promulgated in connection therewith. None of the non-audit services performed by PubCo's independent public accountants for PubCo were prohibited services under the Xxxxxxxx-Xxxxx Act. (e) PubCo maintains disclosure controls and procedures required by the Exchange Act or the rules promulgated thereunder; such controls are true, accurate and complete in sufficient to ensure that all material respectsinformation concerning PubCo is made known on a timely basis to the individuals responsible for the preparation of PubCo's filings with the Securities and Exchange Commission (the "SEC") and other disclosure documents. All material agreements Schedule 4.6 of the PubCo Disclosure Schedules lists, and PubCo has delivered to which Pubco the Company copies of, all written descriptions of, and all policies, manuals and other documents promulgating, such disclosure controls and procedures. To PubCo’s Knowledge, PubCo is a party or to which in compliance with the property or assets rules of Pubco are subject are included as part the OTC Bulletin Board. To PubCo's Knowledge, each director and executive officer of or specifically identified in PubCo has filed with the SEC Reportson a timely basis all statements required by Section 16(a) of the Exchange Act and the rules and regulations thereunder. As used in this Section 4.6, the term "file" shall be broadly construed to include any manner in which a document or information is furnished, supplied or otherwise made available to the SEC.

SEC Reports; Pubco Financial Statements. Pubco has filed all reports required to be filed by it under the Securities Act and the Exchange Act, including pursuant to Section 13(a) or 15(d) thereof, for the two three (3) years preceding the date hereof (or such shorter period as Pubco was required by law to file such material) (the foregoing materials being collectively referred to herein as the “SEC Reports” and, together with this Agreement and the Schedules to this Agreement, the “Disclosure Materials”) on a timely basis or has received a valid extension of such time of filing and has filed any such SEC Reports prior to the expiration of any such extension. Except for such documents available on the SEC’s XXXXX database, Pubco has delivered or otherwise made available to the Company copies a copy of all SEC Reports filed within the 10 ten (10) days preceding the date hereof. As of their respective dates, the SEC Reports complied in all material respects with the requirements of the Securities Act and the Exchange Act and the rules and regulations of the Commission SEC promulgated thereunder, and none of the SEC Reports, when filed, 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 therein, in light of the circumstances under which they were made, not misleading. The financial statements of Pubco included in the SEC Reports (the “Pubco Financial Statements”) comply in all material respects with applicable accounting requirements and the rules and regulations of the Commission with respect thereto as in effect at the time of filing. The Pubco Financial Statements have been prepared in accordance with GAAP, except as may be otherwise specified in the Pubco Financial Statements or the notes thereto, and fairly present in all material respects the assets, liabilities, financial position and results of operations of Pubco 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 unaudited statements, to normal, immaterial, year-end audit adjustments. The Pubco Financial Statements for the years ended December 31, 2006 and 2005 have been audited by Xxxxxx Xxxx Xxxxxx & XxXxxx, LLP, a public accounting firm as required by the Exchange Act, and are accompanied by such firms’ audit reports. The books and records of Pubco are true, accurate and complete in all material respects. All material agreements to which Pubco is a party or to which the property or assets of Pubco are subject are included as part of or specifically identified in the SEC Reports. To the Knowledge of Pubco, each individual or entity required to file reports concerning equity ownership of Pubco under Section 13 or Section 16 of the Exchange Act has filed all such required reports, and each such report complied with the requirements of the Exchange Act and is accurate in all material respects.