Common use of Parent SEC Reports Clause in Contracts

Parent SEC Reports. Except as disclosed in the PARENT Schedules, PARENT has filed all forms, statements, reports and documents required to be filed or, if permissible, furnished by it with the Commission since such reports were required. The PARENT SEC Reports (i) were prepared in accordance with the requirements of the Securities Act or the Exchange Act, as the case may be, and the rules and regulations promulgated thereunder, and (ii) did not, at the time they were filed, or, if amended, as of the date of such amendment, 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 made therein, in the light of the circumstances under which they were made, not misleading. As of its filing date, each PARENT SEC Report complied as to form in all material respects with the applicable requirements of the Securities Act and the Exchange Act, as the case may be. There has not occurred any material adverse change, or any development constituting a prospective material adverse change, in the condition, financial or otherwise, or in the earnings, business or operations of PARENT since its latest report on Form 10-QSB. Neither the offer or sale of the PARENT Stock pursuant hereto nor the consummation of the transactions as contemplated by this Agreement give rise to any rights for or relating to the registration of shares of PARENT Common Stock or other securities of PARENT except as set forth on the PARENT Disclosure Schedule. PARENT is not required to prepare and deliver to its shareholders and file with the Commission any proxy, information statement or similar report in advance of the consummation of the transactions contemplated hereby, except for such reports as may need be filed in accordance with Form 8-K and Schedule 14F-1. In the event that PARENT is not current in filing all PARENT SEC Reports when due, or in the event that PARENT is no longer eligible to have its securities quoted on the Electronic Bulletin Board maintained by the Nasdaq Stock Market, Inc. on the Closing Date, TARGET may elect to terminate this Agreement.

Parent SEC Reports. Except as disclosed in the PARENT Schedules, PARENT (a) Parent has filed or furnished, as applicable, on a timely basis, all forms, statements, certifications, reports and documents required to be filed or, if permissible, or furnished by it with or to the Commission SEC pursuant to the Exchange Act or the Securities Act since such January 1, 2015 (the forms, statements, reports were requiredand documents filed with or furnished to the SEC since January 1, 2015 and those filed with or furnished to the SEC subsequent to the date of this Agreement, in each case as amended, the “Parent SEC Reports”). The PARENT Each of the Parent SEC Reports (i) were prepared Reports, at the time of its filing or being furnished complied or, if not yet filed or furnished, will comply in accordance all material respects with the applicable requirements of the Securities Act or Act, the Exchange Act and the ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act, as the case may be, and the any rules and regulations promulgated thereunder, and thereunder applicable to the Parent SEC Reports. As of their respective dates (ii) did not, at the time they were filed, or, if amendedamended prior to the date of this Agreement, as of the date of such amendment), the Parent SEC Reports did not, and any Parent SEC Reports filed with or furnished to the SEC subsequent to the date of this Agreement will 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 made therein, in the light of the circumstances under in which they were made, not misleading. (b) Parent has timely responded to all comment letters from the Staff of the SEC relating to the Parent SEC Reports, and the SEC has not asserted that any of such responses are inadequate, insufficient or otherwise non-responsive. As None of its filing datethe Parent SEC Reports filed on or prior to the date hereof is, to the Knowledge of Parent, subject to ongoing SEC review or investigation, and there are no inquiries or investigations by the SEC or any internal investigations pending or threatened, in each PARENT SEC Report complied as to form case regarding any accounting practices of Parent. (c) Parent is in compliance in all material respects with the applicable requirements listing and corporate governance rules and regulations of the Securities Act NYSE. (d) Parent has established and maintains disclosure controls and procedures required by Rule 13a-15 or 15d-15 under the Exchange Act. Such disclosure controls and procedures are reasonably designed to ensure that information required to be disclosed by Parent in its filings with the SEC 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 Parent’s management as appropriate to allow timely decisions regarding required disclosure and to make the certifications required pursuant to Sections 302 and 906 of the ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act. Parent has established and maintains internal control over financial reporting (as defined in Rule 13a-15 or 15d-15, as applicable, under the case may beExchange Act). There has not occurred any material adverse change, or any development constituting a prospective material adverse change, in Such internal control over financial reporting provides reasonable assurance (i) regarding the condition, reliability of financial or otherwise, or in reporting and the earnings, business or operations preparation of PARENT since its latest report on Form 10-QSB. Neither the offer or sale of the PARENT Stock pursuant hereto nor the consummation of the transactions as contemplated by this Agreement give rise to any rights financial statements for or relating to the registration of shares of PARENT Common Stock or other securities of PARENT except as set forth on the PARENT Disclosure Schedule. PARENT is not required to prepare and deliver to its shareholders and file with the Commission any proxy, information statement or similar report in advance of the consummation of the transactions contemplated hereby, except for such reports as may need be filed external purposes in accordance with Form 8-K GAAP, (ii) that receipts and Schedule 14F-1expenditures of Parent and its Subsidiaries are being made only in accordance with authorizations of management and the directors of Parent and (iii) regarding prevention or timely detection of the unauthorized acquisition, use or disposition of Parent’s and its Subsidiaries’ assets that could have a material effect on Parent’s financial statements. In Parent has disclosed, based on the event that PARENT is not current in filing all PARENT SEC Reports when duemost recent evaluation of its management prior to the date of this Agreement, or to Parent’s auditors and the audit committee of Parent’s board of directors (x) any significant deficiencies and material weaknesses in the event design or operation of its internal control over financial reporting that PARENT is no longer eligible are reasonably likely to adversely affect Parent’s ability to record, process, summarize and report financial information and (y) any 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 prior to the date of this Agreement to Transferor (A) either materials relating to or a summary of any disclosure of matters described in clauses (x) or (y) in the preceding sentence made by management of Parent to its securities quoted auditors and audit committee on or after January 1, 2015 and prior to the Electronic Bulletin Board maintained date of this Agreement and (B) any material communication on or after January 1, 2015 and prior to the date of this Agreement made by management of Parent or its auditors to the audit committee as required by the Nasdaq Stock Marketlisting standards of the NYSE, Inc. on the Closing Dateaudit committee’s charter or professional standards of the Public Company Accounting Oversight Board. Since January 1, TARGET may elect 2015, no complaints from any source regarding a material violation of accounting procedures, internal accounting controls or auditing matters or compliance with Law, including from employees of Parent and its Subsidiaries regarding questionable accounting, auditing or legal compliance matters have, to terminate this Agreementthe Knowledge of Parent, been received by Parent.

Parent SEC Reports. Except Parent has timely filed with, or furnished to, as disclosed in applicable, the PARENT Schedules, PARENT has filed SEC all forms, statements, reports and documents required to be filed or furnished by it since March 1, 2007 (all such forms, reports and documents, together with any documents filed during such period by Parent with the SEC on a voluntary basis on Current Reports on Form 8-K and, in all cases, all exhibits and schedules thereto, the “Parent SEC Reports”), each of which complied in all material respects, as of its filing date (or, if permissibleamended or superseded by a filing prior to the date of this Agreement, furnished by it on the date of such amended or superseded filing), with the Commission since such reports were required. The PARENT SEC Reports (i) were prepared in accordance with the applicable requirements of the Securities Act or the Exchange Act, as the case may be, and each as in effect on the rules and regulations promulgated thereunder, and (ii) did not, at the time they were date such Parent SEC Report was filed, except as otherwise disclosed in any such Parent SEC Report. As of its filing date (or, if amendedamended or superseded by a filing prior to the date of this Agreement, as of on the date of such amendmentamended or superseded filing), each Parent SEC Report, including any financial statements or schedules included or incorporated by reference therein, did not contain any untrue statement of a material fact or omit to state a 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. As True and correct copies of all Parent SEC Reports filed prior to the date hereof have been furnished to the Company or are publicly available in the ▇▇▇▇▇ database of the SEC. None of Parent’s Subsidiaries is required to file any forms, reports or other documents with the SEC. No executive officer of Parent has failed in any respect to make the certifications required of him or her under Section 302 or 906 of the ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act with respect to any Parent SEC Report, and neither Parent nor any of its executive officers has received notice from any Governmental Entity challenging or questioning the accuracy, completeness, form or manner of filing date, each PARENT SEC Report complied as to form in all material respects with the applicable requirements of the Securities Act and the Exchange Act, as the case may be. There has not occurred any material adverse change, or any development constituting a prospective material adverse change, in the condition, financial or otherwise, or in the earnings, business or operations of PARENT since its latest report on Form 10-QSB. Neither the offer or sale of the PARENT Stock pursuant hereto nor the consummation of the transactions as contemplated by this Agreement give rise to any rights for or relating to the registration of shares of PARENT Common Stock or other securities of PARENT except as set forth on the PARENT Disclosure Schedule. PARENT is not required to prepare and deliver to its shareholders and file with the Commission any proxy, information statement or similar report in advance of the consummation of the transactions contemplated hereby, except for such reports as may need be filed in accordance with Form 8-K and Schedule 14F-1. In the event that PARENT is not current in filing all PARENT SEC Reports when due, or in the event that PARENT is no longer eligible to have its securities quoted on the Electronic Bulletin Board maintained by the Nasdaq Stock Market, Inc. on the Closing Date, TARGET may elect to terminate this Agreementcertifications.

Parent SEC Reports. Except as disclosed in the PARENT Schedules, PARENT Parent has filed all forms, statementsreports and documents with the SEC (including exhibits and other information incorporated therein) that have been required to be filed by it under applicable laws from December 31, 2005 through and including the date hereof, and Parent will file prior to the Effective Time all forms, reports and documents with the SEC (including exhibits and other information incorporated therein) that are required to be filed or, if permissible, furnished by it under applicable laws prior to such time (all such forms, reports and documents, together with any other forms, reports or other documents filed by Parent with the Commission since such reports were requiredSEC on or prior to the Effective Time that are not required to be so filed, the "Parent SEC Reports"). The PARENT Each Parent SEC Reports (i) were prepared Report complied, or will comply, as the case may be, as of its filing date, as to form in accordance all material respects with the applicable requirements of the Securities Act or the Exchange Act, as the case may be, and each as in effect on the rules and regulations promulgated thereunderdate such Parent SEC Report was, and or will be, filed. As of its filing date (ii) did not, at the time they were filed, or, if amendedamended or superseded by a filing prior to the date of this Agreement, as of on the date of such amendmentamended or superseded filing), each Parent SEC Report did not and will not contain any untrue statement of a material fact or omit to state a 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. As None of Parent's Subsidiaries is required to file any forms, reports or other documents with the SEC. No executive officer of Parent has failed to make the certifications required of him or her required by Rule 13a-14 or 15d-14 under the Exchange Act and Section 302 or 906 of the ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act with respect to any Parent SEC Report, except as disclosed in certifications filed with the Parent SEC Reports. Neither Parent nor any of its executive officers has received written notice from any Governmental Entity challenging or questioning the accuracy, completeness, form or manner of filing date, each PARENT SEC Report complied as of such certifications. Parent has heretofore made available to form in the Company complete and correct copies of all material respects amendments and modifications that have not been filed by Parent with the applicable requirements of SEC to all agreements, documents and other instruments that previously had been filed by Parent with the Securities Act SEC and the Exchange Act, as the case may beare currently in effect. There Parent has not occurred any material adverse change, or any development constituting a prospective material adverse change, in the condition, financial or otherwise, or in the earnings, business or operations of PARENT since its latest report on Form 10-QSB. Neither the offer or sale of the PARENT Stock pursuant hereto nor the consummation of the transactions as contemplated by this Agreement give rise to any rights for or relating made available to the registration Company comment letters received by Parent from the SEC or the staff thereof since December 31, 2005 and all responses to such comment letters filed by or on behalf of shares of PARENT Common Stock or other securities of PARENT except as set forth on the PARENT Disclosure Schedule. PARENT is not required to prepare and deliver to its shareholders and file with the Commission any proxy, information statement or similar report in advance of the consummation of the transactions contemplated hereby, except for such reports as may need be filed in accordance with Form 8-K and Schedule 14F-1. In the event that PARENT is not current in filing all PARENT SEC Reports when due, or in the event that PARENT is no longer eligible to have its securities quoted on the Electronic Bulletin Board maintained by the Nasdaq Stock Market, Inc. on the Closing Date, TARGET may elect to terminate this AgreementParent.

Parent SEC Reports. Except as disclosed in the PARENT Schedules, PARENT has filed all forms, statements, reports and documents required to be filed or, if permissible, furnished by it with the Commission since such reports were required. The PARENT SEC Reports (i) were prepared in accordance with the requirements of the Securities Act or the Exchange Act, as the case may be, and the rules and regulations promulgated thereunder, and (ii) did not, at the time they were filed, or, if amended, as of the date of such amendment, 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 made therein, in the light of the circumstances under which they were made, not misleading. As of its filing date, each PARENT SEC Report complied as to form in all material respects with the applicable requirements of the Securities Act and the Exchange Act, as the case may be. There has not occurred any material adverse change, or any development constituting a prospective material adverse change, in the condition, financial or otherwise, or in the earnings, business or operations of PARENT since its latest report on Form 10-QSB. Neither the offer or sale of the PARENT Stock pursuant hereto nor the consummation of the transactions as contemplated by this Agreement give rise to any rights for or relating to the registration of shares of PARENT Common Stock or other securities of PARENT except as set forth on the PARENT Disclosure Schedule. PARENT is not required to prepare and deliver to its shareholders and file with the Commission any proxy, information statement or similar report in advance of the consummation of the transactions contemplated hereby, except for such reports as may need be filed in accordance with Form 8-K and Schedule 14F-1. In the event that PARENT is not current in filing all PARENT SEC Reports when due, or in the event that PARENT is no longer eligible to have its securities quoted on the Electronic Bulletin Board maintained by the Nasdaq Stock Market, Inc. on the Closing Date, TARGET may elect to terminate this Agreement.