Common use of Reports and Financial Statements Clause in Contracts

Reports and Financial Statements. (a) The Company and each of its Subsidiaries has filed or furnished all forms, documents and reports required to be filed or furnished prior to the date hereof by it with the Securities and Exchange Commission (the “SEC”) since January 1, 2009 (the “Company SEC Documents”). As of their respective dates or, if amended, as of the date of the last such amendment, the Company SEC Documents complied in all material respects with the requirements of the Securities Act and the Exchange Act, as the case may be, and the applicable rules and regulations promulgated thereunder, and none of the Company SEC Documents contained any untrue statement of a material fact or omitted to state any material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they were made, not misleading, except that information set forth in the Company SEC Documents as of a later date (but before the date of this Agreement) will be deemed to modify information as of an earlier date. (b) The consolidated financial statements (including all related notes and schedules) of the Company included in the Company SEC Documents fairly present in all material respects the consolidated financial position of the Company and its consolidated Subsidiaries, as at the respective dates thereof, and the consolidated results of their operations and their consolidated cash flows for the respective periods then ended (subject, in the case of the unaudited statements, to normal year-end audit adjustments and to any other adjustments described therein, including the notes thereto) in conformity with United States generally accepted accounting principles (“GAAP”) (except, in the case of the unaudited statements, as permitted by the SEC) applied on a consistent basis during the periods involved (except as may be indicated therein or in the notes thereto).

Reports and Financial Statements. (a) The Company and each From January 1, 2018 through the date of its Subsidiaries this Agreement, Aon has filed or furnished all forms, documents and reports required to be filed or furnished prior to the date hereof by it with the Securities and Exchange Commission SEC (the “SEC”) since January 1, 2009 (the “Company Aon SEC Documents”). As of their respective dates dates, or, if amended, as of the date of (and giving effect to) the last such amendment, the Company Aon SEC Documents complied in all material respects with the requirements of the Securities Act and the Exchange Act, as the case may be, and the applicable rules and regulations promulgated thereunder, and none of the Company Aon SEC Documents contained any untrue statement of a material fact or omitted to state any material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they were made, not misleading, except that information set forth in the Company SEC Documents as of a later date (but before the date of this Agreement) will be deemed to modify information as of an earlier date. (b) The consolidated financial statements (including all related notes and schedules) of the Company Aon included in the Company Aon SEC Documents when filed complied as to form in all material respects with the applicable accounting requirements and the published rules and regulations of the SEC with respect thereto in effect at the time of such filing and fairly present in all material respects the consolidated financial position of the Company Aon and its consolidated Subsidiaries, as at the respective dates thereof, and the consolidated results of their operations and their consolidated statements of operations, consolidated statements of comprehensive (loss) income and consolidated statements of cash flows for the respective periods then ended (subject, in the case of the unaudited statements, to normal year-end audit adjustments and to any other adjustments described therein, including the notes thereto) in conformity with United States generally accepted accounting principles (“GAAP”) GAAP (except, in the case of the unaudited statements, as to the extent permitted by the SEC) applied on a consistent basis during the periods involved (except as may be indicated therein or in the notes thereto).

Reports and Financial Statements. (a) The Company and each From January 1, 2018 through the date of its Subsidiaries this Agreement, WTW has filed or furnished all forms, documents and reports required to be filed or furnished prior to the date hereof by it with the Securities and Exchange Commission SEC (the “SEC”) since January 1, 2009 (the “Company WTW SEC Documents”). As of their respective dates dates, or, if amended, as of the date of (and giving effect to) the last such amendment, the Company WTW SEC Documents complied in all material respects with the requirements of the Securities Act and the Exchange Act, as the case may be, and the applicable rules and regulations promulgated thereunder, and none of the Company WTW SEC Documents contained any untrue statement of a material fact or omitted to state any material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they were made, not misleading, except that information set forth in the Company SEC Documents as of a later date (but before the date of this Agreement) will be deemed to modify information as of an earlier date. (b) The consolidated financial statements (including all related notes and schedules) of the Company WTW included in the Company WTW SEC Documents when filed complied as to form in all material respects with the applicable accounting requirements and the published rules and regulations of the SEC with respect thereto in effect at the time of such filing and fairly present in all material respects the consolidated financial position of the Company WTW and its consolidated Subsidiaries, as at the respective dates thereof, and the consolidated results of their operations and their consolidated statements of operations, consolidated statements of comprehensive income and consolidated statements of cash flows for the respective periods then ended (subject, in the case of the unaudited statements, to normal year-end audit adjustments and to any other adjustments described therein, including the notes thereto) in conformity with United States generally accepted accounting principles Generally Accepted Accounting Principles (“GAAP”) (except, in the case of the unaudited statements, as to the extent permitted by the SEC) applied on a consistent basis during the periods involved (except as may be indicated therein or in the notes thereto).

Reports and Financial Statements. (a) The Company Parent and each of its Subsidiaries has filed or furnished all forms, documents and reports required to be filed or furnished prior to the date hereof by it with the Securities and Exchange Commission (the “SEC”) SEC since January 1, 2009 (the “Company Parent SEC Documents”). As of their respective dates or, if amended, as of the date of the last such amendment, the Company Parent SEC Documents complied in all material respects with the requirements of the Securities Act and the Exchange Act, as the case may be, and the applicable rules and regulations promulgated thereunder, and none of the Company Parent SEC Documents contained any untrue statement of a material fact or omitted to state any material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they were made, not misleading, except that information set forth in the Company Parent SEC Documents as of a later date (but before the date of this Agreement) will be deemed to modify information as of an earlier date. (b) The consolidated financial statements (including all related notes and schedules) of the Company Parent included in the Company Parent SEC Documents fairly present in all material respects the consolidated financial position of the Company Parent and its consolidated Subsidiaries, as at the respective dates thereof, and the consolidated results of their operations and their consolidated cash flows for the respective periods then ended (subject, in the case of the unaudited statements, to normal year-end audit adjustments and to any other adjustments described therein, including the notes thereto) in conformity with United States generally accepted accounting principles (“GAAP”) GAAP (except, in the case of the unaudited statements, as permitted by the SEC) applied on a consistent basis during the periods involved (except as may be indicated therein or in the notes thereto).

Reports and Financial Statements. (a) The Company Parent and each of its Subsidiaries has filed or furnished all forms, documents and reports required to be filed or furnished prior to the date hereof by it with the Securities and Exchange Commission (the “SEC”) SEC since January 1, 2009 2017 (all such documents and reports filed or furnished by Parent or any of its Subsidiaries, the “Company Parent SEC Documents”). As of their respective dates or, if amended, as of the date of the last such amendment, the Company Parent SEC Documents complied in all material respects with the requirements of the Securities Act and the Exchange Act, as the case may be, and the applicable rules and regulations promulgated thereunder, and none of the Company Parent SEC Documents contained any untrue statement of a material fact or omitted to state any material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they were made, not misleading, except that information set forth in the Company Parent SEC Documents as of a later date (but before the date of this Agreement) will be deemed to modify information as of an earlier date. (b) The consolidated financial statements (including all related notes and schedules) of the Company Parent included in the Company Parent SEC Documents fairly present in all material respects the consolidated financial position of the Company Parent and its consolidated Subsidiaries, as at the respective dates thereof, and the consolidated results of their operations and their consolidated cash flows for the respective periods then ended (subject, in the case of the unaudited statements, to normal year-end audit adjustments and to any other adjustments described therein, including the notes thereto) in conformity with United States generally accepted accounting principles (“GAAP”) GAAP (except, in the case of the unaudited statements, as permitted by the SEC) applied on a consistent basis during the periods involved (except as may be indicated therein or in the notes thereto).

Reports and Financial Statements. (a) The Company and each of its Subsidiaries has filed or furnished all forms, documents and reports required to be filed or furnished prior to the date hereof by it with the Securities and Exchange Commission (the “SEC”) since January 1, 2009 2017 (all such documents and reports filed or furnished by the Company or any of its Subsidiaries, the “Company SEC Documents”). As of their respective dates or, if amended, as of the date of the last such amendment, the Company SEC Documents complied in all material respects with the requirements of the Securities Act and the Exchange Act, as the case may be, and the applicable rules and regulations promulgated thereunder, and none of the Company SEC Documents contained any untrue statement of a material fact or omitted to state any material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they were made, not misleading, except that information set forth in the Company SEC Documents as of a later date (but before the date of this Agreement) will be deemed to modify information as of an earlier date. (b) The consolidated financial statements (including all related notes and schedules) of the Company included in the Company SEC Documents fairly present in all material respects the consolidated financial position of the Company and its consolidated Subsidiaries, as at the respective dates date thereof, and the consolidated results of their operations and their consolidated cash flows for the respective periods then ended (subject, in the case of the unaudited statements, to normal year-end audit adjustments and to any other adjustments described therein, including the notes thereto) in conformity with United States generally accepted accounting principles (“GAAP”) (except, in the case of the unaudited statements, as permitted by the SEC) applied on a consistent basis during the periods involved (except as may be indicated therein or in the notes thereto).

Reports and Financial Statements. (a) The Company and each of its Subsidiaries has filed or furnished all forms, documents documents, statements and reports required to be filed or furnished prior to the date hereof by it with the Securities and Exchange Commission SEC since June 30, 2004 (the “SEC”) forms, documents, statements and reports filed with the SEC since January 1June 30, 2009 (2004 and those filed with the SEC subsequent to the date of this Agreement, if any, including any amendments thereto, the “Company SEC Documents”). As of their respective dates dates, or, if amended, as of the date of the last such amendmentamendment prior to the date hereof, the Company SEC Documents complied complied, and each of the Company SEC Documents filed subsequent to the date of this Agreement will comply, in all material respects with the applicable requirements of the Securities Act and the Exchange Act, as the case may be, and the applicable rules and regulations promulgated thereunder, and none . None of the Company SEC Documents so filed or that will be filed subsequent to the date of this Agreement contained or will contain, as the case may be, 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 therein, in the light of the circumstances under which they were made, not misleading, except that information set forth in the Company SEC Documents as of a later date (but before the date of this Agreement) will be deemed to modify information as of an earlier date. (b) The consolidated financial statements (including all related notes and schedules) of the Company included in the Company SEC Documents (if amended, as of the date of the last such amendment) fairly present in all material respects the consolidated financial position of the Company and its consolidated Subsidiaries, as at the respective dates thereof, and the consolidated results of their operations and their consolidated cash flows for the respective periods then ended (subject, in the case of the unaudited statements, to normal year-end audit adjustments and to any other adjustments described therein, including the notes thereto) in conformity with United States generally accepted accounting principles (“GAAP”) GAAP (except, in the case of the unaudited statements, as permitted by the SEC) applied on a consistent basis during the periods involved (except as may be indicated therein or in the notes thereto).

Reports and Financial Statements. (a) The Company and each of its Subsidiaries has filed or furnished all forms, documents and reports required to be filed or furnished prior to the date hereof by it with the U.S. Securities and Exchange Commission (the “SEC”) since January 1, 2009 2012 (all such documents and reports filed or furnished by the Company or any of its Subsidiaries, the “Company SEC Documents”). As of their respective dates or, if amended, as of the date of the last such amendment, the Company SEC Documents complied in all material respects with the requirements of the Securities Act, the Exchange Act and the Exchange ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act of 2002 (the “▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act”), as the case may be, and the applicable rules and regulations promulgated thereunder, and none of the Company SEC Documents at the time they were filed or furnished contained any untrue statement of a material fact or omitted to state any material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they were made, not misleading. None of the Company’s Subsidiaries is, except that information set forth in or at any time since January 1, 2012 has been, required to file any forms, reports or other documents with the Company SEC Documents as of a later date (but before the date of this Agreement) will be deemed to modify information as of an earlier dateSEC. (b) The consolidated financial statements (including all related notes and schedules) of the Company included in the Company SEC Documents (the “Company Financial Statements”) at the time they were filed or furnished (i) fairly present in all material respects the consolidated financial position of the Company and its consolidated Subsidiaries, as at the respective dates thereof, and the consolidated results of their operations and their consolidated cash flows for the respective periods then ended (subjectexcept, in the case of the unaudited statements, subject to normal year-end audit adjustments adjustments, the absence of notes and to any other adjustments described therein, including the in any notes thereto), (ii) were prepared in conformity with United States U.S. generally accepted accounting principles (“GAAP”) (except, in the case of the unaudited statements, as permitted by the SEC) applied on a consistent basis during the periods involved (except as may be indicated therein or in the notes thereto) and (iii) comply in all material respects with the applicable accounting requirements and with the rules and regulations of the SEC, the Exchange Act and the Securities Act. (c) As of the date hereof, there are no outstanding or unresolved comments in any comment letters of the staff of the SEC received by the Company relating to the Company SEC Documents. As of the date hereof, none of the Company SEC Documents is, to the knowledge of the Company, the subject of ongoing SEC review. (d) Neither the Company nor any of its Subsidiaries is a party to, nor does it have any commitment to become a party to, any joint venture, off-balance sheet partnership or any similar Contract (including any Contract relating to any transaction or relationship between or among the Company or one of its Subsidiaries, 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 any “off-balance sheet arrangements” (as defined in Item 303(a) of Regulation S-K of the SEC), where the result, purpose or effect of such Contract is to avoid disclosure of any material transaction involving, or material liabilities of, the Company or any of its Subsidiaries in the Company’s financial statements or other Company SEC Documents.

Reports and Financial Statements. (a) The Company and each of its Subsidiaries has have filed or furnished all forms, documents documents, statements and reports required to be filed or furnished prior to the date hereof by it them with the Securities and Exchange Commission (the “SEC”) since January March 1, 2009 2011 (the “Company SEC Documents”). As of their respective dates or, if amended, as of the date of the last such amendmentamendment prior to the date hereof, the Company SEC Documents complied complied, and each of the Company SEC Documents filed subsequent to the date of this Agreement will comply, in all material respects with the requirements of the Securities Act of 1933, as amended (the “Securities Act”), and the Exchange Act, as the case may be, and the applicable rules and regulations promulgated thereunderthereunder applicable to such Company SEC Documents, and none of the Company SEC Documents so filed or that will be filed subsequent to the date of this Agreement, as of such respective dates, contained or will contain, as the case may be, any untrue statement of a material fact or omitted to state any material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they were made, not misleading, except that information set forth in the Company SEC Documents as of a later date (but before the date of this Agreement) will be deemed to modify information as of an earlier date. (b) The consolidated financial statements (including all related notes and schedules) of the Company and its Subsidiaries included in the Company SEC Documents fairly present in all material respects the consolidated financial position of the Company and its consolidated Subsidiaries, as at the respective dates thereof, and the consolidated results of their operations and their consolidated cash flows for the respective periods then ended (subject, in the case of the unaudited statements, to normal year-end audit adjustments and to any other adjustments described therein, including and the absence of notes thereto) in conformity with United States generally accepted accounting principles (“GAAP”) (except, in the case of the unaudited statements, as permitted by the SEC) applied on a consistent basis during the periods involved (except as may be indicated therein or in the notes theretothereto or as permitted by Regulation S-X).

Reports and Financial Statements. (a) The From December 31, 2012 through the date of this Agreement, the Company and each of its Subsidiaries has filed or furnished all forms, documents and reports (including exhibits and other information incorporated therein) required to be filed or furnished prior to the date hereof by it with the Securities and Exchange Commission (the “SEC”) since January 1, 2009 SEC (the “Company SEC Documents”). As of their respective dates dates, or, if amended, as of the date of the last such amendment, the Company SEC Documents complied in all material respects with the requirements of the Securities Act and the Exchange Act, as the case may be, and the applicable rules and regulations promulgated thereunder, and none of the Company SEC Documents contained any untrue statement of a material fact or omitted to state any material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they were made, made not misleading, except that information set forth in the Company SEC Documents as of a later date (but before the date of this Agreement) will be deemed to modify information as of an earlier date. (b) The consolidated financial statements (including all related notes and schedules) of the Company included in the Company SEC Documents when filed complied as to form in all material respects with the applicable accounting requirements and the published rules and regulations of the SEC with respect thereto in effect at the time of such filing and fairly present in all material respects the consolidated financial position of the Company and its consolidated Subsidiaries, as at the respective dates thereof, and the consolidated results of their operations and their consolidated cash flows for the respective periods then ended (subject, in the case of the unaudited statements, to normal year-end audit adjustments and to any other adjustments described therein, including the notes thereto) in conformity with United States generally accepted accounting principles (“GAAP”) GAAP (except, in the case of the unaudited statements, as permitted by the SEC) applied on a consistent basis during the periods involved (except as may be indicated therein or in the notes thereto).

Reports and Financial Statements. (a) The Company and each From January 1, 2013 through the date of its Subsidiaries this Agreement, Parent has filed or furnished all forms, documents and reports required to be filed or furnished prior to the date hereof by it with the Securities and Exchange Commission SEC (the “SEC”) since January 1, 2009 (the “Company Parent SEC Documents”). As of their respective dates dates, or, if amended, as of the date of (and giving effect to) the last such amendment, the Company Parent SEC Documents complied in all material respects with the requirements of the Securities Act and the Exchange Act, as the case may be, and the applicable rules and regulations promulgated thereunder, and none of the Company Parent SEC Documents contained any untrue statement of a material fact or omitted to state any material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they were made, not misleading, except that information set forth in the Company SEC Documents as of a later date (but before the date of this Agreement) will be deemed to modify information as of an earlier date. (b) The consolidated financial statements (including all related notes and schedules) of the Company Parent included in the Company Parent SEC Documents when filed complied as to form in all material respects with the applicable accounting requirements and the published rules and regulations of the SEC with respect thereto in effect at the time of such filing and fairly present in all material respects the consolidated financial position of the Company Parent and its consolidated Subsidiaries, as at the respective dates thereof, and the consolidated results of their operations and their consolidated statements of operations, consolidated statements of comprehensive (loss) income and consolidated statements of cash flows for the respective periods then ended (subject, in the case of the unaudited statements, to normal year-end audit adjustments and to any other adjustments described therein, including the notes thereto) in conformity with United States generally accepted accounting principles (“GAAP”) GAAP (except, in the case of the unaudited statements, as to the extent permitted by the SEC) applied on a consistent basis during the periods involved (except as may be indicated therein or in the notes thereto).

Reports and Financial Statements. (a) The Company and each As of its Subsidiaries the date hereof, the Parent has filed furnished or furnished all forms, documents and reports required to be filed or furnished prior made available to the date hereof by it with the Securities Company true and Exchange Commission (the “SEC”) since January 1, 2009 (the “Company complete copies of all Parent SEC Documents”). As of their respective dates orfiling dates, if amended, as of the date of the last all such amendment, the Company Parent SEC Documents complied in all material respects with the requirements of the Securities Act and Act, the Exchange Act, as the case may be, and the applicable rules and regulations promulgated thereunder, and none of the Company such Parent SEC Documents contained any untrue statement of a material fact or omitted to state any a material fact required to be stated therein or necessary to make the statements made therein, in light of the circumstances under in which they were made, not misleading, except that information set forth in to the Company SEC Documents extent corrected by a document subsequently filed with the SEC. The Parent Financial Statements comply as of a later date (but before the date of this Agreement) will be deemed to modify information as of an earlier date. (b) The consolidated financial statements (including all related notes and schedules) of the Company included in the Company SEC Documents fairly present form in all material respects with applicable accounting requirements and with the published rules and regulations of the SEC with respect thereto, have been prepared in accordance with GAAP consistently applied (except as may be indicated in the notes thereto or, in the case of unaudited statements, as permitted by Form 10-QSB of the SEC) and present fairly the consolidated financial position of the Company and its consolidated Subsidiaries, as Parent at the respective dates thereof, thereof and the consolidated results of their its operations and their consolidated cash flows for the respective periods then ended (subject, in the case of the unaudited statements, to normal year-end audit adjustments and to any other adjustments described thereinadjustments). As of the date hereof, including the notes thereto) in conformity with United States generally accepted accounting principles (“GAAP”) (except, there has been no change in the case of the unaudited statements, as permitted by the SEC) applied on a consistent basis during the periods involved (Parent accounting policies except as may be indicated therein or described in the notes thereto)to Parent Financial Statements.

Reports and Financial Statements. (a) The Company and each of its Subsidiaries has filed or furnished all forms, documents and reports required to be filed or furnished prior to the date hereof by it with the U.S. Securities and Exchange Commission (the “SEC”) since January 1, 2009 2010 (all such documents and reports filed or furnished by the Company or any of its Subsidiaries, the “Company SEC Documents”). As of their respective dates or, if amended, as of the date of the last such amendment, the Company SEC Documents complied in all material respects with the requirements of the Securities Act and the Exchange Act, as the case may be, and the applicable rules and regulations promulgated thereunder, and none of the Company SEC Documents contained any untrue statement of a material fact or omitted to state any material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they were made, not misleading, except that information set forth in the Company SEC Documents as of a later date (but before the date of this Agreement) will be deemed to modify information as of an earlier date. (b) The consolidated financial statements (including all related notes and schedules) of the Company and of SXL included in the Company SEC Documents fairly present in all material respects the consolidated financial position of the Company and its consolidated Subsidiaries and the consolidated financial position of SXL and its consolidated Subsidiaries, respectively, as at the respective dates thereof, and the consolidated results of their operations and their consolidated cash flows for the respective periods then ended (subject, in the case of the unaudited statements, to normal year-end audit adjustments and to any other adjustments described therein, including the notes thereto) in conformity with United States U.S. generally accepted accounting principles (“GAAP”) (except, in the case of the unaudited statements, as permitted by the SEC) applied on a consistent basis during the periods involved (except as may be indicated therein or in the notes thereto).

Reports and Financial Statements. (a) The Company and each of its Subsidiaries has filed with or furnished to the U.S. Securities and Exchange Commission (“SEC”) all reports, schedules, forms, statements and other documents and reports required to be filed or furnished prior to the date hereof by it with since September 30, 2015 (all such documents and reports filed or furnished by the Securities and Exchange Commission (the “SEC”) since January 1Company or any of its Subsidiaries, 2009 (the “Company SEC Documents”). As of their respective dates of filing or, in the case of the Company SEC Documents that are registration statements filed pursuant to the requirements of the Securities Act, their respective dates of effectiveness, or, if amendedamended prior to the date hereof, as of the date of the last such amendment, the Company SEC Documents complied complied, as to form, in all material respects with the requirements of the Securities Act, the Exchange Act and the Exchange ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act of 2002 and the rules and regulations promulgated thereunder (the “▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act”), as the case may be, and the applicable rules and regulations promulgated thereunder, and none of the Company SEC Documents contained any untrue statement of a material fact or omitted to state any material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they were made, not misleading, except that information set forth in the Company SEC Documents as of a later date (but before the date of this Agreementhereof) will be deemed to modify information as of an earlier date. (b) The consolidated financial statements (including all related notes and schedulesschedules thereto) of the Company included in the Company SEC Documents (i) fairly present in all material respects the consolidated financial position of the Company and its consolidated Subsidiaries, as at the respective dates thereof, and the consolidated results of their operations and their consolidated cash flows for the respective periods then ended (subject, in the case of the unaudited statements, to normal year-end audit adjustments and to any other adjustments described therein), including the notes thereto(ii) were prepared in conformity with United States U.S. generally accepted accounting principles (“GAAP”) (except, in the case of the unaudited statements, as permitted by applicable rules and regulations of the SEC) applied on a consistent basis during the periods involved (except as may be indicated therein or in the notes thereto), (iii) have been prepared from, and are in accordance with, the books and records of the Company and its consolidated Subsidiaries and (iv) comply, as to form, in all material respects with the applicable accounting requirements and with the rules and regulations of the SEC, the Exchange Act and the Securities Act. (c) There are no outstanding or unresolved comments from, or unresolved issues raised by, the staff of the SEC relating to the Company SEC Documents. The Company has heretofore made available to Parent true, correct and complete copies of all written correspondence between the Company and the SEC occurring since January 1, 2016. None of the Company SEC Documents is, to the knowledge of the Company, the subject of ongoing SEC review, and no enforcement action has been initiated against the Company relating to disclosures contained in or omitted from any Company SEC Document. (d) Neither the Company nor any of its Subsidiaries is a party to, nor does it have any commitment to become a party to, any joint venture, off-balance sheet partnership or any similar contract (including any contract relating to any transaction or relationship between or among the Company or any of its Subsidiaries, 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 any “off-balance sheet arrangements” (as defined in Item 303(a) of Regulation S-K of the SEC), where the result, purpose or effect of such contract is to avoid disclosure of any material transaction involving, or material liabilities of, the Company or any of its Subsidiaries in the Company’s financial statements or other Company SEC Documents.

Reports and Financial Statements. (a) The Company and each of its Subsidiaries has filed or furnished all forms, documents and reports required to be filed or furnished prior to the date hereof by it with the U.S. Securities and Exchange Commission (the “SEC”) since January 1, 2009 2023 (the “Lookback Date”) (all such documents and reports filed or furnished by the Company or any of its Subsidiaries, the “Company SEC Documents”). As of their respective dates or, if amended, as of the date of the last such amendment, the Company SEC Documents complied in all material respects with the requirements of the Securities Act and the Exchange Act, as the case may be, and the applicable rules and regulations promulgated thereunder, and none of the Company SEC Documents contained any untrue statement of a material fact or omitted to state any material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they were made, not misleading, except that information set forth in the Company SEC Documents as of a later date (but before the date of this Agreement) will be deemed to modify information as of an earlier date. (b) The consolidated financial statements (including all related notes and schedules) of the Company included in the Company SEC Documents fairly present in all material respects the consolidated financial position of the Company and its consolidated Subsidiaries, as at the respective dates thereof, and the consolidated results of their its operations and their its consolidated cash flows for the respective periods then ended (subject, in the case of the unaudited statements, to normal year-end audit adjustments and to any other adjustments described therein, including the notes thereto) in conformity with United States U.S. generally accepted accounting principles (“GAAP”) (except, in the case of the unaudited statements, as permitted by the SEC) applied on a consistent basis during the periods involved (except as may be indicated therein or in the notes thereto).

Reports and Financial Statements. (a) The From January 1, 2012 through the date of this Agreement, the Company and each of its Subsidiaries has filed or furnished all forms, documents and reports required to be filed or furnished prior to the date hereof by it with the Securities and Exchange Commission (the “SEC”) since January 1, 2009 SEC (the “Company SEC Documents”). As of their respective dates dates, or, if amended, as of the date of (and giving effect to) the last such amendment, the Company SEC Documents complied in all material respects with the requirements of the Securities Act and the Exchange Act, as the case may be, and the applicable rules and regulations promulgated thereunder, and none of the Company SEC Documents contained any untrue statement of a material fact or omitted to state any material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they were made, not misleading, except that information set forth in the Company SEC Documents as of a later date (but before the date of this Agreement) will be deemed to modify information as of an earlier date. (b) The consolidated financial statements (including all related notes and schedules) of the Company included in the Company SEC Documents when filed complied as to form in all material respects with the applicable accounting requirements and the published rules and regulations of the SEC with respect thereto in effect at the time of such filing and fairly present in all material respects the consolidated financial position of the Company and its consolidated Subsidiaries, as at the respective dates thereof, and the consolidated results of their operations and their consolidated cash flows for the respective periods then ended (subject, in the case of the unaudited statements, to normal year-end audit adjustments and to any other adjustments described therein, including the notes thereto) in conformity with United States generally accepted accounting principles Generally Accepted Accounting Principles (“GAAP”) (except, in the case of the unaudited statements, as to the extent permitted by the SEC) applied on a consistent basis during the periods involved (except as may be indicated therein or in the notes thereto).

Reports and Financial Statements. (a) The Company and each of its Subsidiaries has timely filed or furnished all forms, documents and reports required to be filed or furnished prior to the date hereof by it with the Securities and Exchange Commission (the “SEC”) since January 1, 2009 2007 (the “Company SEC Documents”). As of their respective dates or, if amended, as of the date of the last such amendment, the Company SEC Documents complied complied, and, as of the Closing, all forms, documents and reports filed with the SEC subsequent to the date hereof will comply, in all material respects with the requirements of the Securities Act, the Exchange Act and the Exchange ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act of 2002 (the “▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act”), as the case may be, and the applicable rules and regulations promulgated thereunder, and none of the Company SEC Documents contained contain, and, as of Closing, none of the forms, documents and reports filed with the SEC subsequent to the date hereof will contain, any untrue statement of a material fact or omitted to state any material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they were made, not misleading, except that information set forth in the Company SEC Documents as of a later date (but before the date of this Agreement) will be deemed to modify information as of an earlier date. (b) The consolidated financial statements (including all the related notes and schedules) of the Company included in the Company SEC Documents fairly present present, and as of Closing, all consolidated financial statements (including the related notes and schedules) of the Company included in any forms, documents and reports filed with the SEC subsequent to the date hereof fairly will present, in all material respects the consolidated financial position of the Company and its consolidated Subsidiaries, as at the respective dates thereof, and the consolidated results of their operations and their consolidated cash flows for the respective periods then ended (subject, in the case of the unaudited statements, to normal year-end audit adjustments and to any other adjustments described therein, including the notes thereto) in conformity with United States generally accepted accounting principles (“GAAP”) (except, in the case of the unaudited statements, as permitted by the SEC) applied on a consistent basis during the periods involved (except as may be indicated therein or in the notes thereto). (c) The Company has made available to Parent the audited financial statements of CENG as of December 31, 2009 and December 31, 2010 (including all notes thereto), consisting of audited balance sheets as of each such date and the related statements of income, changes in shareholders equity and comprehensive income and cash flows for the fiscal year then ended (the “CENG Financial Statements”). The CENG Financial Statements (including all related notes and schedules) fairly present in all material respects the financial position of CENG, as at the respective dates thereof, and the results of its operations and its cash flows for the respective periods then ended in conformity with GAAP applied on a consistent basis during the periods involved (except as may be indicated therein or in the notes thereto).

Reports and Financial Statements. (ai) The Company and each Since December 31, 2011 through the date of its Subsidiaries this Agreement, Medtronic has filed or furnished all forms, documents and reports (including exhibits and other information incorporated therein) required to be filed or furnished prior to the date hereof by it with the Securities and Exchange Commission SEC (together with the draft annual report on Form 10-K of Medtronic for the fiscal year ended April 25, 2014 provided to Covidien prior to the date hereof (the “SECDraft Medtronic 2014 10-K”) since January 1), 2009 (the “Company Medtronic SEC Documents”). As of their respective dates (it being understood that the date of the Draft Medtronic 2014 10-K shall be deemed to be April 25, 2014 for this purpose), or, if amended, as of the date of the last such amendment, the Company Medtronic SEC Documents complied in all material respects with the requirements of the Securities Act, the Exchange Act and the Exchange ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act, as the case may be, and the applicable rules and regulations promulgated thereunder, and none of the Company Medtronic SEC Documents contained any untrue statement of a material fact or omitted to state any material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they were made, made not misleading, except that information set forth in the Company SEC Documents as of a later date (but before the date of this Agreement) will be deemed to modify information as of an earlier date. (bii) The consolidated financial statements (including all related notes and schedules) of the Company Medtronic included in the Company Medtronic SEC Documents when filed (it being understood that the Draft Medtronic 2014 10-K shall be deemed to have been filed on the date hereof for this purpose) complied as to form in all material respects with the applicable accounting requirements and the published rules and regulations of the SEC with respect thereto in effect at the time of such filing and fairly present in all material respects the consolidated financial position of the Company Medtronic and its consolidated Subsidiaries, as at the respective dates thereof, and the consolidated results of their operations and their consolidated cash flows for the respective periods then ended (subject, in the case of the unaudited statements, to normal year-end audit adjustments and to any other adjustments described therein, including the notes thereto) in conformity with United States generally accepted accounting principles (“GAAP”) U.S. GAAP (except, in the case of the unaudited statements, as to the extent permitted by the SEC) applied on a consistent basis during the periods involved (except as may be indicated therein or in the notes thereto).

Reports and Financial Statements. (a) The Company and each of its Subsidiaries has filed or furnished all forms, documents and reports required to be filed or furnished prior to the date hereof by it with the Securities and Exchange Commission (the “SEC”) since January 1, 2009 2021 (all such documents and reports filed or furnished by the Company or any of its Subsidiaries on or after such date, the “Company SEC Documents”). As of their respective dates or, if amended, as of the date of the last such amendment, the Company SEC Documents complied in all material respects with the requirements of the Securities Exchange Act of 1934, as amended, and the rules and regulations promulgated thereunder (the “Exchange Act”) and the Securities Act of 1933, as amended, and the rules and regulations promulgated thereunder (the “Securities Act”), as the case may be, and the applicable rules and regulations promulgated thereunder, and none of the Company SEC Documents contained any untrue statement of a material fact or omitted to state any material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they were made, not misleading, except that information set forth in the Company SEC Documents as of a later date (but before the date of this Agreement) will be deemed to modify information as of an earlier date. (b) The consolidated financial statements (including all related notes and schedules) of the Company included in the Company SEC Documents fairly present in all material respects the consolidated financial position of the Company and its consolidated Subsidiaries, as at the respective dates thereof, and the consolidated results of their operations and their consolidated cash flows for the respective periods then ended (subject, in the case of the unaudited statements, to normal year-end audit adjustments and to any other adjustments described therein, including the notes thereto) in conformity with United States generally accepted accounting principles (“GAAP”) (except, in the case of the unaudited statements, as permitted by the SEC) applied on a consistent basis during the periods involved (except as may be indicated therein or in the notes thereto). (c) Neither the Company nor any of its Subsidiaries 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 relating to any transaction or relationship between or among the Company and any of its Subsidiaries, 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 any “off-balance sheet arrangements” (as defined in Item 303(a) of Regulation S K of the SEC)), where the purpose of such contract is to avoid disclosure of any material transaction involving, or material liabilities of, the Company in the Company’s published financial statements or any Company SEC Documents.

Reports and Financial Statements. (a) The Company and each From June 5, 2013 through the date of its Subsidiaries this Agreement, Parent has filed or furnished all forms, documents and reports required to be filed or furnished prior to the date hereof by it with the Securities and Exchange Commission SEC (the “SEC”) since January 1, 2009 (the “Company Parent SEC Documents”). As of their respective dates dates, or, if amended, as of the date of (and giving effect to) the last such amendment, the Company Parent SEC Documents complied in all material respects with the requirements of the Securities Act and the Exchange Act, as the case may be, and the applicable rules and regulations promulgated thereunder, and none of the Company Parent SEC Documents contained any untrue statement of a material fact or omitted to state any material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they were made, not misleading, except that information set forth in the Company SEC Documents as of a later date (but before the date of this Agreement) will be deemed to modify information as of an earlier date. (b) The consolidated financial statements (including all related notes and schedules) of the Company Parent included in the Company Parent SEC Documents when filed complied as to form in all material respects with the applicable accounting requirements and the published rules and regulations of the SEC with respect thereto in effect at the time of such filing and fairly present in all material respects the consolidated financial position of the Company Parent and its consolidated Subsidiaries, as at the respective dates thereof, and the consolidated results of their operations and their consolidated cash flows for the respective periods then ended (subject, in the case of the unaudited statements, to normal year-end audit adjustments and to any other adjustments described therein, including the notes thereto) in conformity with United States generally accepted accounting principles (“GAAP”) GAAP (except, in the case of the unaudited statements, as to the extent permitted by the SEC) applied on a consistent basis during the periods involved (except as may be indicated therein or in the notes thereto).

Reports and Financial Statements. (a) The Company and each of its Subsidiaries has filed or furnished all forms, documents and reports required to be filed or furnished prior to the date hereof by it with the Securities and Exchange Commission (the “SEC”) since January 1, 2009 (the “Company SEC Documents”). As of their respective dates or, if amended, as of the date of the last such amendment, the Company SEC Documents complied in all material respects with the requirements of the Securities Act and the Exchange Act, as the case may be, and the applicable rules and regulations promulgated thereunder, and none of the Company SEC Documents contained any untrue statement of a material fact or omitted to state any material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they were made, not misleading, except that information set forth in the Company SEC Documents as of a later date (but before the date of this Agreement) will be deemed to modify information as of an earlier date. (b) The consolidated financial statements (including all related notes and schedules) of the Company included in the Company SEC Documents fairly present in all material respects the consolidated financial position of the Company and its consolidated Subsidiaries, as at the respective dates thereof, and the consolidated results of their operations and their consolidated cash flows for the respective periods then ended (subject, in the case of the unaudited statements, to normal year-end audit adjustments and to any other adjustments described therein, including the notes thereto) in conformity with United States generally accepted accounting principles (“GAAP”) (except, in the case of the unaudited statements, as permitted by the SEC) applied on a consistent basis during the periods involved (except as may be indicated therein or in the notes thereto).

Reports and Financial Statements. (a) The Company and each of its Subsidiaries Since January 1, 2007, CytRx has filed or furnished with the SEC all material forms, documents statements, reports and reports documents, including all exhibits, post-effective amendments and supplements thereto (the “CytRx SEC Reports”), required to be filed or furnished prior to the date hereof by it with under each of the Securities and Exchange Commission Act of 1933, as amended (the “SEC”) since January 1, 2009 (the “Company SEC DocumentsSecurities Act”), the Exchange Act and the respective rules and regulations thereunder, all of which, as amended if applicable, complied when filed, or amended, in all material respects with all applicable requirements of the appropriate act and the rules and regulations thereunder. As of their respective dates or, if amended, as of the date of the last such amendmentdates, the Company CytRx SEC Documents complied in all material respects with the requirements of the Securities Act and the Exchange Act, as the case may be, and the applicable rules and regulations promulgated thereunder, and none of the Company SEC Documents contained Reports 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 to make the statements therein, in light of the circumstances under which they were made, not misleading, except that information set forth in to the extent corrected by a subsequent Company SEC Documents as of a later date (but before Report filed with the SEC prior to the date of this Agreement) will be deemed to modify information as of an earlier datehereof. (b) The consolidated financial statements (including all related notes and schedules) of the Company CytRx included in the Company CytRx SEC Documents fairly present Reports (collectively, the “CytRx Financial Statements”) were prepared in all material respects the consolidated financial position of the Company and its consolidated Subsidiaries, as at the respective dates thereof, and the consolidated results of their operations and their consolidated cash flows for the respective periods then ended (subject, in the case of the unaudited statements, to normal year-end audit adjustments and to any other adjustments described therein, including the notes thereto) in conformity accordance with United States generally accepted accounting principles (“GAAP”) (except, in the case of the with respect to any unaudited financial statements, as permitted by the SECapplicable SEC rules or requirements) applied on a consistent basis during the periods involved (except as may be indicated therein or in the notes thereto) and fairly present in all material respects the financial position of CytRx as of the dates thereof and the results of operations and changes in financial position of CytRx for the periods then ended (subject, in the case of any unaudited interim financial statements, to normal year-end adjustments).

Reports and Financial Statements. (a) The Company has previously furnished the Purchaser with true and each complete copies, as amended or supplemented, of the following documents, to the extent not available on the ▇▇▇▇▇ system (i) Annual Report on Form 10-K for the year ended December 31, 2004, as filed with the Commission, (ii) proxy statements relating to all meetings of its Subsidiaries has shareholders (whether annual or special) since June 1, 2005 and (iii) all other reports or registration statements filed by the Company with the SEC since December 31, 2004 (such reports, registration statements and other filings, together with any amendments or furnished supplements thereto, are collectively referred to as the “COMPANY COMMISSION FILINGS”). The Company Commission Filings constituted all forms, of the documents and reports required to be filed or furnished prior to by the date hereof by it Company with the Securities and Exchange Commission (the “SEC”) since January 1December 31, 2009 (the “Company SEC Documents”)2004. As of their respective dates ordates, if amended, such Company’s Commission Filings (as of the date of the last such amendment, the Company SEC Documents amended or supplemented) complied in all material respects with the requirements of the Securities Act and the Exchange Act, as the case may be, Act and the applicable rules and regulations of the Commission promulgated thereunder, and none of the Company SEC Documents contained 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 to make the statements therein, in light of the circumstances under which they were made, not misleading, except that information set forth in the Company SEC Documents as of a later date (but before the date of this Agreement) will be deemed to modify information as of an earlier date. (b) . The audited consolidated financial statements (including all related notes and schedules) any unaudited interim financial statements of the Company included in the Company SEC Documents fairly present such Company’s Commission Filings comply as to form in all material respects with applicable accounting requirements and the consolidated financial position published rules and regulations of the Company and its consolidated Subsidiaries, as at the respective dates thereofCommission with respect thereto, and the consolidated results of their operations and their consolidated cash flows for the respective periods then ended (subject, have been prepared in the case of the unaudited statements, to normal year-end audit adjustments and to any other adjustments described therein, including the notes thereto) in conformity accordance with United States generally accepted accounting principles (“GAAP”) (except, in the case of the unaudited statements, as permitted by the SEC) applied on a consistent basis during the periods involved GAAP (except as may be indicated therein or in the notes thereto)thereto and, in the case of the quarterly financial statements, as permitted by Form 10-Q under the Exchange Act) and fairly present in all material respects the financial position of the Company at the dates thereof and the results of its operations and its cash flows for the periods then ended.

Reports and Financial Statements. (a) The Company and each of its Subsidiaries has filed or furnished on a timely basis, and will file or furnish on a timely basis, all forms, documents and reports required to be filed or furnished prior to the date hereof by it with the U.S. Securities and Exchange Commission (the “SEC”) since January 1, 2009 2013 (the “Company SEC Documents”). As of their respective dates dates, or, if amended, as of the date of the last such amendment, the Company SEC Documents complied complied, or in the case of Company SEC Documents to be filed after the date hereof, will comply, in all material respects with the requirements of the U.S. Securities Act of 1933, as amended, and the Exchange Act, as the case may be, and the applicable rules and regulations promulgated thereunder, and none of the Company SEC Documents contained contained, or, in the case of Company SEC Documents to be filed after the date hereof, will contain any untrue statement of a material fact or omitted to state any material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they were made, not misleading, except that information set forth in the Company SEC Documents as of a later date (but before the date of this Agreement) will be deemed to modify information as of an earlier date. (b) The Each of the consolidated financial statements (including all related notes and schedules) of the Company included in the Company SEC Documents (including all related notes and schedules, where applicable) fairly present presents or, in the case of Company SEC Documents to be filed after the date hereof, will fairly present, in all material respects the consolidated financial position of the Company and its consolidated Subsidiaries, as at the respective dates thereof, and the consolidated results of their operations and their consolidated cash flows for the respective periods then ended (subject, in the case of the unaudited statements, to normal year-end audit adjustments and to any other adjustments described therein, including the notes thereto) in conformity with United States generally accepted accounting principles (“GAAP”) (except, in the case of the unaudited statements, as permitted by the SEC) applied on a consistent basis during the periods involved (except as may be indicated therein or in the notes thereto).

Reports and Financial Statements. (a) The Company and each of its Subsidiaries has filed or furnished with the SEC, and has heretofore made available to the Parent true and complete copies of, all forms, reports, schedules, statements and other documents and reports required to be filed or furnished prior to the date hereof by it with and its Subsidiaries since December 31, 1993 under the Exchange Act and the Securities and Exchange Commission Act (as such documents have been amended since the “SEC”) since January 1time of their filing, 2009 (collectively, the “"Company SEC Documents”"). As of their respective dates or, if amended, as of the date of the last such amendment, the Company SEC Documents complied in all material respects with the requirements of the Securities Act and the Exchange ActDocuments, as the case may beincluding, and the applicable rules and regulations promulgated thereunderwithout limitation, and none of the Company SEC Documents contained any financial statements or schedules included therein (a) 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 therein, in light of the circumstances under which they were made, not misleading, except that information set forth in the Company SEC Documents as of a later date (but before the date of this Agreement) will be deemed to modify information as of an earlier date. misleading and (b) The complied in all material respects with the applicable requirements of the Exchange Act and the Securities Act, as the case may be, and the applicable rules and regulations of the SEC thereunder. Each of the consolidated financial statements (including all related notes and schedules) of the Company included in the Company SEC Documents fairly present have been prepared from, and are in accordance with, the books and records of the Company and/or its consolidated Subsidiaries, comply in all material respects with applicable accounting requirements and with the consolidated financial position published rules and regulations of the Company and its consolidated SubsidiariesSEC with respect thereto, as at the respective dates thereof, and the consolidated results of their operations and their consolidated cash flows for the respective periods then ended (subject, have been prepared in the case of the unaudited statements, to normal year-end audit adjustments and to any other adjustments described therein, including the notes thereto) in conformity accordance with United States generally accepted accounting principles (“GAAP”) (except, in the case of the unaudited statements, as permitted by the SEC) GAAP applied on a consistent basis during the periods involved (except as may be indicated therein or in the notes thereto) and fairly present in all material respects the consolidated financial position and the consolidated results of operations and cash flows (and changes in financial position, if any) of the Company and its consolidated Subsidiaries as at the dates thereof or for the periods presented therein (subject, in the case of unaudited interim financial statements, to normal year end adjustments).

Reports and Financial Statements. (a) The Company and each of its Subsidiaries has filed or furnished all forms, reports, registration statements, and other documents and reports required to be filed or furnished prior to the date hereof by it with the Securities and Exchange Commission (the “"SEC”") since January 1, 2009 1995 (such forms, reports, registration statements, and documents, together with any amendments thereto, are referred to as the “"Company SEC Documents”Filings"). As of their respective dates or, if amended, as of the date of the last such amendmentdates, the Company SEC Documents Filings (i) complied as to form in all material respects with the applicable requirements of the Securities Act of 1933, and the Exchange rules and regulations thereunder (the "1933 Act") and the 1934 Act, as the case may be, and the applicable rules and regulations promulgated thereunder, and none of the Company SEC Documents contained (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 to make the statements made therein, in light of the circumstances under which they were made, not misleading, except that information set forth . The audited financial statements included or incorporated by reference in the Company SEC Documents as of a later date (Filings, including but before not limited to the date of this Agreement) will be deemed to modify information as of an earlier date. (b) The consolidated Company's audited financial statements at and for the year ended June 30, 1998 (including all related notes and schedules) of the "Company included in the Company SEC Documents fairly present in all material respects the consolidated financial position of the Company and its consolidated SubsidiariesJune 30, as at the respective dates thereof1998 Financials"), and the consolidated results of their operations unaudited interim financial statements at and their consolidated cash flows for the respective periods then ended (subjectcommencing on or after July 1, 1998, included or incorporated by reference in the case of forms, reports, registration statements and other documents filed by the unaudited statements, to normal year-end audit adjustments and to any other adjustments described therein, including Company with the notes theretoSEC (i) were prepared in conformity accordance with United States generally accepted accounting principles (“GAAP”) (except, in the case of the unaudited statements, as permitted by Form 10-Q filed with the SEC) applied on a consistent basis during the periods involved (except as may be indicated therein or in the notes thereto), subject, in the case of unaudited interim financial statements, to the absence of notes and to year-end adjustments, (ii) complied as of their respective dates in all material respects with applicable accounting requirements and the published rules and regulations of the SEC with respect thereto, and (iii) fairly present in all material respects the consolidated financial position of the Company and its consolidated subsidiaries as of the dates thereof and the consolidated income, cash flows, and changes in stockholders' equity of the Company and its consolidated subsidiaries for the periods involved, except as otherwise noted therein and subject, in the case of unaudited statements, to normal year-end audit adjustments. The statements of operations included in the audited or unaudited interim financial statements in the Company SEC Filings do not contain any items of special or nonrecurring income or any other income not earned in the ordinary course of business required to be disclosed separately in accordance with generally accepted accounting principles, except as expressly specified in the applicable statement of operations or notes thereto.

Reports and Financial Statements. (a) The From January 1, 2013 through the date of this Agreement, the Company and each of its Subsidiaries has filed or furnished all forms, documents and reports required to be filed or furnished prior to the date hereof by it with the Securities and Exchange Commission (the “SEC”) since January 1, 2009 SEC (the “Company SEC Documents”). As of their respective dates dates, or, if amended, as of the date of (and giving effect to) the last such amendment, the Company SEC Documents complied in all material respects with the requirements of the Securities Act and the Exchange Act, as the case may be, and the applicable rules and regulations promulgated thereunder, and none of the Company SEC Documents contained any untrue statement of a material fact or omitted to state any material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they were made, not misleading, except that information set forth in the Company SEC Documents as of a later date (but before the date of this Agreement) will be deemed to modify information as of an earlier date. (b) The consolidated financial statements (including all related notes and schedules) of the Company included in the Company SEC Documents when filed complied as to form in all material respects with the applicable accounting requirements and the published rules and regulations of the SEC with respect thereto in effect at the time of such filing and fairly present in all material respects the consolidated financial position of the Company and its consolidated Subsidiaries, as at the respective dates thereof, and the consolidated results of their operations and their consolidated statements of operations, consolidated statements of comprehensive income and consolidated statements of cash flows for the respective periods then ended (subject, in the case of the unaudited statements, to normal year-end audit adjustments and to any other adjustments described therein, including the notes thereto) in conformity with United States generally accepted accounting principles (“GAAP”) GAAP (except, in the case of the unaudited statements, as to the extent permitted by the SEC) applied on a consistent basis during the periods involved (except as may be indicated therein or in the notes thereto).

Reports and Financial Statements. (a) The From July 1, 2012 through the date of this Agreement, the Company and each of its Subsidiaries has filed or furnished all forms, documents and reports required to be filed or furnished prior to the date hereof by it with the Securities and Exchange Commission (the “SEC”) since January 1, 2009 SEC (the “Company SEC Documents”). As of their respective dates dates, or, if amended, as of the date of (and giving effect to) the last such amendment, the Company SEC Documents complied in all material respects with the requirements of the Securities Act and the Exchange Act, as the case may be, and the applicable rules and regulations promulgated thereunder, and none of the Company SEC Documents contained any untrue statement of a material fact or omitted to state any material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they were made, not misleading, except that information set forth in the Company SEC Documents as of a later date (but before the date of this Agreement) will be deemed to modify information as of an earlier date. (b) The consolidated financial statements (including all related notes and schedules) of the Company included in the Company SEC Documents when filed complied as to form in all material respects with the applicable accounting requirements and the published rules and regulations of the SEC with respect thereto in effect at the time of such filing and fairly present in all material respects the consolidated financial position of the Company and its consolidated Subsidiaries, as at the respective dates thereof, and the consolidated results of their operations and their consolidated statements of operations, consolidated statements of comprehensive income and consolidated statements of cash flows for the respective periods then ended (subject, in the case of the unaudited statements, to normal year-end audit adjustments and to any other adjustments described therein, including the notes thereto) in conformity with United States generally accepted accounting principles Generally Accepted Accounting Principles (“GAAP”) (except, in the case of the unaudited statements, as to the extent permitted by the SEC) applied on a consistent basis during the periods involved (except as may be indicated therein or in the notes thereto).

Reports and Financial Statements. (ai) The Company and each From December 31, 2009 through the date of its Subsidiaries this Agreement, ▇▇▇▇▇▇ has filed or furnished all forms, documents and reports (including exhibits and other information incorporated therein) required to be filed or furnished prior to the date hereof by it with the Securities and Exchange Commission SEC (the “SEC”) since January 1, 2009 (the “Company ▇▇▇▇▇▇ SEC Documents”). As of their respective dates dates, or, if amended, as of the date of the last such amendment, the Company ▇▇▇▇▇▇ SEC Documents complied in all material respects with the requirements of the Securities Act and the Exchange Act, as the case may be, and the applicable rules and regulations promulgated thereunder, and none of the Company ▇▇▇▇▇▇ SEC Documents contained any untrue statement of a material fact or omitted to state any material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they were made, made not misleading, except that information set forth in the Company SEC Documents as of a later date (but before the date of this Agreement) will be deemed to modify information as of an earlier date. (bii) The consolidated financial statements (including all related notes and schedules) of the Company ▇▇▇▇▇▇ included in the Company ▇▇▇▇▇▇ SEC Documents when filed complied as to form in all material respects with the applicable accounting requirements and the published rules and regulations of the SEC with respect thereto in effect at the time of such filing and fairly present in all material respects the consolidated financial position of the Company ▇▇▇▇▇▇ and its consolidated Subsidiaries, as at the respective dates thereof, and the consolidated results of their operations and their consolidated cash flows for the respective periods then ended (subject, in the case of the unaudited statements, to normal year-end audit adjustments and to any other adjustments described therein, including the notes thereto) in conformity with United States generally accepted accounting principles (“GAAP”) US GAAP (except, in the case of the unaudited statements, as permitted by the SEC) applied on a consistent basis during the periods involved (except as may be indicated therein or in the notes thereto).

Reports and Financial Statements. (a) The Company Parent and each of its Subsidiaries has filed or furnished all forms, documents and reports required to be filed or furnished prior to the date hereof by it with the Securities and Exchange Commission (the “SEC”) SEC since January 1, 2009 (the “Company Parent SEC Documents”). As of their respective dates or, if amended, as of the date of the last such amendment, the Company Parent SEC Documents complied in all material respects with the requirements of the Securities Act and the Exchange Act, as the case may be, and the applicable rules and regulations promulgated thereunder, and none of the Company Parent SEC Documents contained any untrue statement of a material fact or omitted to state any material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they were made, not misleading, except that information set forth in the Company SEC Documents as of a later date (but before the date of this Agreement) will be deemed to modify information as of an earlier date. (b) The consolidated financial statements (including all related notes and schedules) of the Company Parent included in the Company Parent SEC Documents fairly present in all material respects the consolidated financial position of the Company Parent and its consolidated Subsidiaries, as at the respective dates thereof, and the consolidated results of their operations and their consolidated cash flows for the respective periods then ended (subject, in the case of the unaudited statements, to normal year-end audit adjustments and to any other adjustments described therein, including the notes thereto) in conformity with United States generally accepted accounting principles (“GAAP”) GAAP (except, in the case of the unaudited statements, as permitted by the SEC) applied on a consistent basis during the periods involved (except as may be indicated therein or in the notes thereto).

Reports and Financial Statements. (a) The Company and each of its Subsidiaries has filed or furnished all forms, documents and reports filings required to be filed or furnished prior to made by the date hereof by it with the Securities and Exchange Commission (the “SEC”) Company since January 1, 2009 2000 under the Securities Act and the Exchange Act (the “Company "SEC Documents”). As of their respective dates or, if amended, as of the date of the last Reports") have been filed with SEC and such amendment, the Company SEC Documents filings complied in all material respects with the all applicable requirements of the Securities Act and the Exchange ActAct in effect at the time of such filings. The SEC Reports, as including any financial statements or schedules included therein, at the case may be, and the applicable rules and regulations promulgated thereunder, and none of the Company SEC Documents contained time filed 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 to make the statements therein, in light of the circumstances under which they were made, not misleading, except that information set forth in the Company SEC Documents as of a later date (but before the date of this Agreement) will be deemed to modify information as of an earlier date. (b) . The audited consolidated financial statements (including all related notes and schedules) unaudited interim consolidated financial statements of the Company Transfer Group Companies that are included in the Company SEC Documents Reports (the "Financial Statements") have been prepared in accordance with GAAP (except as may be indicated therein and except with respect to unaudited statements to the extent permitted by Form 10-Q of the Exchange Act) and fairly present in all material respects the consolidated financial position of the Company and its consolidated Subsidiaries, Transfer Group Companies as at of the respective dates thereof, thereof and the consolidated results of their operations and their consolidated cash flows of the Transfer Group Companies for the respective periods then ended (ended, subject, in the case of the unaudited interim financial statements, to normal year-end normal, recurring audit adjustments and adjustments. Other than the Company, since January 1, 2000, no Transfer Group Company has been required to make any other adjustments described therein, including filings with SEC under the notes thereto) in conformity with United States generally accepted accounting principles (“GAAP”) (except, in Securities Act or the case of the unaudited statements, as permitted by the SEC) applied on a consistent basis during the periods involved (except as may be indicated therein or in the notes thereto)Exchange Act.

Reports and Financial Statements. (a) The Company and Company, each of its Subsidiaries has and each of the Funds have timely filed or furnished (i) all reports, schedules, forms, statements and other documents and reports (other than Tax Returns), together with any amendments made with respect thereof (collectively, "Reports"), required to be filed by them with the SEC and (ii) all material Reports required to be filed by them with any other Governmental Authority since January 1, 1998 (the items described in clauses (i) and (ii), collectively, including all exhibits thereto, the "Regulatory Reports") and have paid all fees and assessments due and payable in connection therewith. No Subsidiary of the Company is required to file any report, schedule, form, statement or furnished other document with the SEC. None of the reports, schedules, forms, statements and other documents filed by the Company, any of its Subsidiaries or Funds with any Governmental Authority since January 1, 1998, as of their respective dates (and, if amended or superseded by a filing prior to the date hereof by it with the Securities and Exchange Commission (the “SEC”) since January 1of this Agreement, 2009 (the “Company SEC Documents”). As of their respective dates or, if amended, as of then on the date of the last such amendmentfiling), the Company SEC Documents complied in all material respects with the requirements of the Securities Act and the Exchange Act, as the case may be, and the applicable rules and regulations promulgated thereunder, and none of the Company SEC Documents contained any untrue statement of a material fact or omitted to state any a material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they were made, not misleading, except that information set forth in . Each of the Company SEC Documents as of a later date (but before the date of this Agreement) will be deemed to modify information as of an earlier date. (b) The audited consolidated financial statements and unaudited interim financial statements (including all the related notes and schedulesnotes) of the Company included in the Company SEC Documents fairly present Regulatory Reports filed with any Self-Regulatory Organization complied as to form, as of its respective date of filing with such Self-Regulatory Organization, in all material respects with applicable accounting requirements and the consolidated financial position published rules and regulations of the Company and its consolidated SubsidiariesSelf Regulatory Organization with respect thereto, as at the respective dates thereof, and the consolidated results of their operations and their consolidated cash flows for the respective periods then ended (subject, have been prepared in the case of the unaudited statements, to normal year-end audit adjustments and to any other adjustments described therein, including the notes thereto) in conformity accordance with United States generally accepted accounting principles (“GAAP”) GAAP (except, in the case of the unaudited statements, as permitted by Form 10-Q of the SEC) applied on a consistent basis during the periods involved (except as may be indicated therein or in the notes thereto) and present fairly, in all material respects, the consolidated financial position and consolidated results of operations and cash flows of the Company and each Subsidiary of the Company as of the respective dates or for the respective periods set forth therein, all in conformity with GAAP consistently applied during the periods involved except as otherwise noted therein, and subject, in the case of the unaudited interim financial statements, to normal and recurring year-end adjustments that are not material. All of such Regulatory Reports, as of their respective dates (and as of the date of any amendment to the respective Regulatory Report prior to the date of this Agreement), complied in all material respects with the applicable requirements of Applicable Law.

Reports and Financial Statements. (a) The Company Partnership and each of its Subsidiaries has filed or furnished all forms, documents and reports reports, schedules, certifications, prospectuses, registration and other statements required to be filed or furnished prior to the date hereof by it with the Securities and Exchange Commission (the “SEC”) since January 1, 2009 2020 (all such documents and reports filed or furnished by the Partnership or any of its Subsidiaries, the “Company Partnership SEC Documents”). As of their respective dates or, if amended, as of the date of the last such amendment, the Company Partnership SEC Documents complied in all material respects with the requirements of the Securities Act and the Exchange Act, as the case may be, and the applicable rules and regulations promulgated thereunder, be and none of the Company Partnership SEC Documents contained any untrue statement of a material fact or omitted to state any material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they were made, not misleading, except that information set forth in the Company Partnership SEC Documents as of a later date (but before the date of this Agreement) will be deemed to modify information as of an earlier date. (b) The consolidated financial statements (including all related notes and schedules) of the Company Partnership included in the Company Partnership SEC Documents fairly present in all material respects the consolidated financial position of the Company Partnership and its consolidated Subsidiaries, as at the respective dates thereofthereof (if amended, as of the date of the last such amendment), and the consolidated results of their operations and their consolidated cash flows for the respective periods then ended (subject, in the case of the unaudited statements, to normal year-end audit adjustments and to any other adjustments described therein, including the notes thereto) in conformity with United States generally accepted accounting principles (“GAAP”) (except, in the case of the unaudited statements, as permitted by the SEC) applied on a consistent basis during the periods involved (except as may be indicated therein or in the notes thereto).

Reports and Financial Statements. (a) The Company has previously furnished to Parent complete and each accu- rate copies, as amended or supplemented, of its Subsidiaries has (i) Transi- tional Report on Form 10-K for the transitional period from July 1, 1996 to December 31, 1996, (ii) proxy statements relating to all meetings of its stockholders (whether annual or special) since June 30, 1996 and (iii) all other reports or registration statements, including Registration Statements on Form S-8, filed by the Company with the SEC since June 30, 1996 (such annual reports, proxy statements, registration statements and other filings, together with any amendments or supplements thereto, are collectively referred to herein as the "Company Reports"). The Company Reports constitute all of the documents filed or furnished all forms, documents and reports required to be filed or furnished prior to by the date hereof by it Company with the Securities and Exchange Commission (the “SEC”) SEC since January 1June 30, 2009 (the “Company SEC Documents”)1996. As of their respective dates or, if amended, as of the date of the last such amendmentdates, the Company SEC Documents complied in all material respects with the requirements of the Securities Act and the Exchange Act, as the case may be, and the applicable rules and regulations promulgated thereunder, and none of the Company SEC Documents contained Reports 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 to make the statements therein, in light of the circumstances under which they were made, not misleading, except that information set forth in the Company SEC Documents as of a later date (but before the date of this Agreement) will be deemed to modify information as of an earlier date. (b) . The consolidated audited financial statements (including all related notes and schedules) unaudited interim financial statements of the Company included in the Company SEC Documents fairly present Reports (to- gether, the "Financial Statements") (A) comply as to form in all material respects with applicable accounting requirements and the consolidated financial position published rules and regulations of the Company and its consolidated SubsidiariesSEC with respect thereto, as at the respective dates thereof, and the consolidated results of their operations and their consolidated cash flows for the respective periods then ended (subject, B) have been prepared in the case of the unaudited statements, to normal year-end audit adjustments and to any other adjustments described therein, including the notes thereto) in conformity accordance with United States generally accepted accounting principles (“"GAAP”") (except, in the case of the unaudited statements, as permitted by the SEC) applied ap- plied on a consistent basis during throughout the periods involved covered thereby (except as may be indicated therein or in the notes thereto, and in the case of quarterly financial statements, as permitted by Form 10-Q under the Exchange Act), and (C) fairly present in all material respects the consolidated financial condition, results of operations and cash flows of the Company and its consolidated subsidiaries as of the respective dates thereof and for the periods referred to therein.

Reports and Financial Statements. (a) The Company and each of its Subsidiaries Since January 1, 2011, Pyramid has timely filed or furnished with the SEC all material forms, documents statements, reports, certifications and reports documents, including all exhibits, post-effective amendments and supplements thereto (the “Pyramid SEC Reports”), required to be filed or furnished prior to the date hereof by it with under each of the Securities Act, the Exchange Act and Exchange Commission (the “SEC”) since January 1respective rules and regulations thereunder, 2009 (all of which, as amended if applicable, complied when filed, or amended, in all material respects with all applicable requirements of the “Company SEC Documents”)appropriate act and the rules and regulations thereunder. As of their respective dates or, if amended, as of the date of the last such amendmentdates, the Company Pyramid SEC Documents complied in all material respects with the requirements of the Securities Act and the Exchange Act, as the case may be, and the applicable rules and regulations promulgated thereunder, and none of the Company SEC Documents contained Reports 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 to make the statements therein, in light of the circumstances under which they were made, not misleading, except that information set forth in to the Company extent corrected by a subsequent Pyramid SEC Documents as of a later date (but before Report filed with the SEC prior to the date of this Agreement) will be deemed to modify information as of an earlier datehereof. (b) The consolidated financial statements (including all related notes and schedules) of the Company Pyramid included in the Company Pyramid SEC Documents fairly present Reports (collectively, the “Pyramid Financial Statements”) were prepared in all material respects the consolidated financial position of the Company and its consolidated Subsidiaries, as at the respective dates thereof, and the consolidated results of their operations and their consolidated cash flows for the respective periods then ended (subject, in the case of the unaudited statements, to normal year-end audit adjustments and to any other adjustments described therein, including the notes thereto) in conformity accordance with United States generally accepted accounting principles (“GAAP”) (except, in the case of the with respect to any unaudited financial statements, as permitted by the SECapplicable SEC rules or requirements) applied on a consistent basis during the periods involved (except as may be indicated therein or in the notes thereto) and fairly present in all material respects the financial position of Pyramid as of the dates thereof and the results of operations and changes in financial position of Pyramid for the periods then ended (subject, in the case of any unaudited interim financial statements, to normal year-end adjustments).

Reports and Financial Statements. (ai) The Company and each From December 31, 2010 through the date of its Subsidiaries this Agreement, Actavis has filed or furnished all forms, documents and reports (including exhibits and other information incorporated therein) required to be filed or furnished prior to the date hereof by it with the Securities and Exchange Commission SEC (the “SEC”) since January 1, 2009 (the “Company Actavis SEC Documents”). As of their respective dates dates, or, if amended, as of the date of the last such amendment, the Company Actavis SEC Documents complied in all material respects with the requirements of the Securities Act and the Exchange Act, as the case may be, and the applicable rules and regulations promulgated thereunder, and none of the Company Actavis SEC Documents contained any untrue statement of a material fact or omitted to state any material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they were made, made not misleading, except that information set forth in the Company SEC Documents as of a later date (but before the date of this Agreement) will be deemed to modify information as of an earlier date. (bii) The consolidated financial statements (including all related notes and schedules) of the Company Actavis included in the Company Actavis SEC Documents when filed complied as to form in all material respects with the applicable accounting requirements and the published rules and regulations of the SEC with respect thereto in effect at the time of such filing and fairly present in all material respects the consolidated financial position of the Company Actavis and its consolidated Subsidiaries, as at the respective dates thereof, and the consolidated results of their operations and their consolidated cash flows for the respective periods then ended (subject, in the case of the unaudited statements, to normal year-end audit adjustments and to any other adjustments described therein, including the notes thereto) in conformity with United States generally accepted accounting principles (“GAAP”) US GAAP (except, in the case of the unaudited statements, as permitted by the SEC) applied on a consistent basis during the periods involved (except as may be indicated therein or in the notes thereto).

Reports and Financial Statements. (ai) The Company and each From December 31, 2009 through the date of its Subsidiaries this Agreement, Eaton has filed or furnished all forms, documents and reports (including exhibits and other information incorporated therein) required to be filed or furnished prior to the date hereof by it with the Securities and Exchange Commission SEC (the “SEC”) since January 1, 2009 (the “Company Eaton SEC Documents”). As of their respective dates dates, or, if amended, as of the date of the last such amendment, the Company Eaton SEC Documents complied in all material respects with the requirements of the Securities Act and the Exchange Act, as the case may be, and the applicable rules and regulations promulgated thereunder, and none of the Company Eaton SEC Documents contained any untrue statement of a material fact or omitted to state any material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they were made, made not misleading, except that information set forth in the Company SEC Documents as of a later date (but before the date of this Agreement) will be deemed to modify information as of an earlier date. (bii) The consolidated financial statements (including all related notes and schedules) of the Company Eaton included in the Company Eaton SEC Documents when filed complied as to form in all material respects with the applicable accounting requirements and the published rules and regulations of the SEC with respect thereto in effect at the time of such filing and fairly present in all material respects the consolidated financial position of the Company Eaton and its consolidated Subsidiaries, as at the respective dates thereof, and the consolidated results of their operations and their consolidated cash flows for the respective periods then ended (subject, in the case of the unaudited statements, to normal year-end audit adjustments and to any other adjustments described therein, including the notes thereto) in conformity with United States generally accepted accounting principles (“GAAP”) US GAAP (except, in the case of the unaudited statements, as permitted by the SEC) applied on a consistent basis during the periods involved (except as may be indicated therein or in the notes thereto).

Reports and Financial Statements. (a) The Company and each of its Subsidiaries has filed or furnished all forms, documents documents, reports, schedules, statements, amendments and reports certifications required to be filed or furnished by it with the SEC prior to the date hereof by it with the Securities and Exchange Commission (the “SEC”) since January 1, 2009 of this Agreement (the “Company SEC Documents”). As ) since February 1, 2021, each of their respective dates which, in each case as of its date, or, if amended, as of finally amended prior to the date of the last such amendmentthis Agreement, the Company SEC Documents complied as to form in all material respects with the applicable requirements of the Securities Act, the Exchange Act and the Exchange ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act, as the case may be, and no Company SEC Document as of its date (or, if amended or superseded by a filing prior to the applicable rules and regulations promulgated thereunderdate of this Agreement, and none as of the Company SEC Documents date of such amended or superseding filing) 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 therein, in light of the circumstances under which they were made, not misleading, except that information set forth in the Company SEC Documents as of a later date (but before the date of this Agreement) will be deemed to modify information as of an earlier date. (b) The consolidated financial statements (including all related notes and schedules) of the Company included in the Company SEC Documents (or, if any such Company SEC Document is amended or superseded by a filing prior to the date of this Agreement, such amended or superseding Company SEC Document) fairly present presented in all material respects the consolidated financial position of the Company and its consolidated Subsidiaries, as at the respective dates thereof, and the consolidated results of their operations and their consolidated cash flows for the respective periods then ended (subject, in the case of the unaudited statements, to normal year-end audit adjustments and to any other adjustments described therein, including the notes thereto) and were prepared in conformity with United States generally accepted accounting principles (“GAAP”) GAAP (except, in the case of the unaudited financial statements, as permitted by the SEC) applied on a consistent basis during the periods involved (except as may be indicated therein or in the notes thereto).

Reports and Financial Statements. (a) The Company’s registration statement on Form 10 became effective on July 31, 2013. The Company and each of its Subsidiaries has filed or furnished all forms, documents and reports items required to be filed or furnished prior to the date hereof by it with the Securities and Exchange Commission (the “SEC”) SEC since January 1July 30, 2009 (the “Company SEC Documents”)2013. As of their respective dates or, if amended, as of the date of the last such amendment, the Company SEC Documents complied in all material respects with the requirements of the Securities Act and the Exchange Act, as the case may be, and the applicable rules and regulations promulgated thereunder, and none of the Company SEC Documents contained any untrue statement of a material fact or omitted to state any material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they were made, not misleading, except that information set forth in the Company SEC Documents as of a later date (but before the date of this Agreement) will be deemed to modify information as of an earlier date. (b) The consolidated financial statements (including all related notes and schedules) of the Company included in the Company SEC Documents fairly present in all material respects the consolidated financial position of the Company and its consolidated Subsidiaries, as at the respective dates thereof, and the consolidated results of their operations and their consolidated cash flows for the respective periods then ended (subject, in the case of the unaudited statements, subject to normal year-end audit adjustments and to any other adjustments described therein, including the notes thereto) in conformity with United States generally accepted accounting principles GAAP (“GAAP”) (except, in the case of the unaudited statements, except as permitted by the SEC) applied on a consistent basis during the periods involved (except as may be indicated therein or in the notes thereto).

Reports and Financial Statements. (a) The Since September 30, 2013, the Company and each of its Subsidiaries has filed or furnished all forms, documents and reports (including exhibits and other information incorporated therein) required to be filed or furnished prior to the date hereof by it with the Securities and Exchange Commission (the “SEC”) since January 1, 2009 SEC (the “Company SEC Documents”). As of their respective dates dates, or, if amended, as of the date of (and giving effect to) the last such amendment, the Company SEC Documents complied in all material respects with the requirements of the Securities Act, the Exchange Act and the Exchange ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act, as the case may be, and the applicable rules and regulations promulgated thereunder, and none of the Company SEC Documents contained any untrue statement of a material fact or omitted to state any material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they were made, not misleading. No Company Subsidiary (other than Spinco, except that information set forth in the Company SEC Documents as of a later date (but before following the date of this Agreementthe SEC declares effective the Form 10) will be deemed is, or at any time since September 30, 2013 has been, subject to modify information as of an earlier datethe periodic reporting requirements under the Exchange Act. (b) The consolidated financial statements (including all related notes and schedules) of the Company included in the Company SEC Documents when filed complied as to form in all material respects with the applicable accounting requirements and the published rules and regulations of the SEC with respect thereto in effect at the time of such filing and fairly present in all material respects the consolidated financial position of the Company and its the consolidated Company Subsidiaries, as at the respective dates thereof, and the consolidated results of their operations and their consolidated cash flows for the respective periods then ended (subject, in the case of the unaudited statements, to normal year-end audit adjustments which are not material and to any other adjustments described therein, including the notes thereto) in conformity with United States generally accepted accounting principles Generally Accepted Accounting Principles (“GAAP”) (except, in the case of the unaudited statements, as to the extent permitted by the SEC) applied on a consistent basis during the periods involved (except as may be indicated therein or in the notes thereto). (c) As of the date of this Agreement, there are no outstanding or unresolved comments received from the SEC with respect to any of the Company SEC Documents, and, to the Company’s knowledge, none of the Company SEC Documents is the subject of any ongoing review by the SEC.

Reports and Financial Statements. (a) The Company and each From December 31, 2022, through the date of its Subsidiaries this Agreement, Gatos has filed or furnished all forms, documents and reports Gatos SEC Documents required to be filed or furnished prior to the date hereof by it with the Securities and Exchange Commission (the “SEC”) since January 1, 2009 (the “Company SEC Documents”)it. As of their respective dates dates, or, if amended, as of the date of (and giving effect to) the last such amendmentamendment (and, in the Company case of registration statements and proxy statements, on the date of effectiveness and the dates of the relevant meetings, respectively), each of the Gatos SEC Documents complied in all material respects with the requirements of the Securities Act, the Exchange Act and the Exchange ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act, as the case may be, and the applicable rules and regulations promulgated thereunder, and none of the Company Gatos SEC Documents contained any untrue statement of a any material fact or omitted to state any material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they were made, not misleading, except that information set forth in the Company SEC Documents as of a later date (but before the date of this Agreement) will be deemed to modify information as of an earlier date. (b) The consolidated financial statements (including all related notes and schedules) of Gatos and the Company Gatos Subsidiaries included in the Company Gatos SEC Documents when filed fairly present in all material respects the consolidated financial position of the Company Gatos and its consolidated Subsidiaries, as at the respective dates thereof, and the consolidated results of their operations operations, and their consolidated cash flows for the respective periods then ended (subject, in the case of the unaudited statements, to normal year-end audit adjustments and to any other adjustments described therein, including the notes thereto) in conformity with United States generally accepted accounting principles (“GAAP”) (except, in the case of the unaudited statements, as permitted by the SEC) GAAP applied on a consistent basis during the periods involved (except as may be indicated therein or in the notes thereto).

Reports and Financial Statements. (a) The Company and each of its Subsidiaries has have filed or furnished all forms, documents documents, statements and reports required to be filed or furnished prior to the date hereof by it them with the Securities and Exchange Commission (the “"SEC”") since January 1, 2009 2005 (the “forms, documents, statements and reports filed with the SEC since January 1, 2005 and those filed with the SEC subsequent to the date of this Agreement, including any amendments thereto, the "Company SEC Documents”"). As of their respective dates dates, or, if amended, as of the date of the last such amendmentamendment prior to the date hereof, the Company SEC Documents complied complied, and each of the Company SEC Documents filed subsequent to the date of this Agreement will comply, as to form, in all material respects with the requirements of the Securities Act and the Exchange Act, as the case may be, and the applicable rules and regulations promulgated thereunder, and none . None of the Company SEC Documents so filed or that will be filed subsequent to the date of this Agreement contained or will contain any untrue statement of a material fact or omitted to state any material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they were made, not misleading, except that information set forth in the Company SEC Documents as of a later date (but before the date of this Agreement) will be deemed to modify information as of an earlier date. (b) The consolidated financial statements (including all related notes and schedules) of the Company and its Subsidiaries included in or incorporated by reference into the Company SEC Documents fairly present presented, in all material respects respects, the consolidated financial position of the Company and its consolidated Subsidiaries, as at of the respective dates thereof, and the consolidated results of their operations and their consolidated cash flows for the respective periods then ended (subject, in the case of the unaudited statements, to normal year-end audit adjustments and to any other adjustments described therein, including the notes thereto) in conformity with United States generally accepted accounting principles (“"GAAP”") (except, in the case of the unaudited statementsstatements or foreign Subsidiaries, as permitted by the SEC) applied on a consistent basis during the periods involved (except as may be indicated therein or in the notes thereto).

Reports and Financial Statements. (ai) The Company and each of its Subsidiaries Since January 1, 2021, Sun has filed or furnished all formscirculars, notices, prospectuses, resolutions, reports (including annual financial reports, half yearly financial reports and interim management statements) and other documents and reports or announcements (including notifications to a RIS (as defined in the U.K. Listing Rules) or published via the website ▇▇▇.▇▇▇▇▇▇▇▇.▇▇▇) required to be filed or furnished prior to the date hereof by it with under the Securities and Exchange Commission U.K. Listing Rules, the Prospectus Regulation Rules, the DTRs and/or the Act (the “SEC”) since January 1, 2009 (the “Company SEC Sun Public Documents”). As of their respective dates dates, or, if amendedamended prior to the date hereof, as of the date of (and giving effect to) the last such amendment, the Company SEC Sun Public Documents complied in all material respects with the requirements of the Securities Act U.K. Listing Rules, the Irish Listing Rules, the Prospectus Regulation Rules, the DTR, any Market Abuse Law and the Exchange Act, as the case may be, and the applicable rules and regulations promulgated thereunderrespectively, and none of the Company SEC Sun Public Documents contained any untrue statement of a material fact or omitted to state any material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they were made, not misleading, except that information set forth in the Company SEC Documents as of a later date (but before the date of this Agreement) will be deemed to modify information as of an earlier date. (bii) The consolidated financial statements (including all related notes and schedules) of the Company Sun included in the Company SEC Sun Public Documents when filed complied as to form in all material respects with the applicable accounting requirements and the published rules and regulations of the Act with respect thereto in effect at the time of such filing and fairly present in all material respects the consolidated financial position of the Company Sun and its consolidated Subsidiaries, as at the respective dates thereof, and the consolidated results of their operations and their consolidated cash flows for the respective periods then ended (subject, in the case of the unaudited statements, to normal year-end audit adjustments and to any other adjustments described therein, including the notes thereto) in conformity with United States generally accepted accounting principles (“GAAP”) IFRS EU (except, in the case of the unaudited statements, as to the extent permitted by the SECAct) applied on a consistent basis during the periods involved (except as may be indicated therein or in the notes thereto).

Reports and Financial Statements. (a) The Company and each of its Subsidiaries has filed or furnished all forms, documents and reports filings required to be made by the Company or any of its subsidiaries since December 31, 1999 under the Exchange Act and applicable state laws and regulations have been filed or furnished prior to the date hereof by it with the Securities SEC and Exchange Commission the Secretary of State of the State of Delaware, as the case may be, and all such filings complied, as of their respective dates, in all material respects with all applicable requirements of the appropriate statutes and the rules and regulations thereunder. The Company has made available to DGAC a true and complete copy of each form, report, schedule, registration statement, registration exemption, if applicable, definitive proxy statement and other document (together with all amendments thereof and supplements thereto) filed by the “SEC”) Company or any of its subsidiaries with the SEC since January 1December 31, 2009 1999 (as such documents have since the “time of their filing been amended, the "Company SEC Documents”Reports"). As of their respective dates or, if amended, as of the date of the last such amendmentdates, the Company SEC Documents Reports, at the time filed (i) complied as to form in all material respects with the requirements of the Securities Act and the Exchange Act, as the case may be, and the applicable rules and regulations promulgated thereunder, and none of the Company SEC Documents contained (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 to make the statements therein, in light of the circumstances under which they were made, not misleading, except that information set forth in . Each of the Company SEC Documents as of a later date (but before the date of this Agreement) will be deemed to modify information as of an earlier date. (b) The audited consolidated financial statements and unaudited interim financial statements (including all related notes and schedulesincluding, in each case, the notes, if any, thereto) of the Company included in the Company SEC Documents fairly present Reports (collectively, the "Company Financial Statements") complied as to form in all material respects with the consolidated financial position published rules and regulations of the Company and its consolidated SubsidiariesSEC with respect thereto, as at the respective dates thereof, and the consolidated results of their operations and their consolidated cash flows for the respective periods then ended (subject, were prepared in the case of the unaudited statements, to normal year-end audit adjustments and to any other adjustments described therein, including the notes thereto) in conformity accordance with United States generally accepted accounting principles (“"U.S. GAAP”) (except, in the case of the unaudited statements, as permitted by the SEC") applied on a consistent basis during the periods involved (except as may be indicated therein or in the notes thereto)thereto and except with respect to unaudited statements as permitted by Form 10-Q of the SEC) and fairly present (subject, in the case of the unaudited interim financial statements, to normal, recurring year-end audit adjustments) the consolidated financial position of the Company as of the dates thereof and the consolidated results of operations and cash flows for the periods then ended. Each subsidiary of the Company is treated as a consolidated subsidiary of the Company in the Company Financial Statements for all periods covered thereby.

Reports and Financial Statements. The Buyer has previously furnished to the Company and the Company Stockholders complete and accurate copies, as amended or supplemented, of its (a) The Company and each of its Subsidiaries has Annual Report on Form 10-K for the fiscal year ended February 1, 1997, as filed or furnished all forms, documents and reports required to be filed or furnished prior to the date hereof by it with the Securities and Exchange Commission (the “"SEC”"), and (b) all other reports filed by the Buyer under Section 13 of the Exchange Act with the SEC since January February 1, 2009 1997 (such reports are collectively referred to herein as the “Company "Buyer Reports"). The Buyer Reports constitute all of the documents required to be filed by the Buyer under Section 13 of the Exchange Act with the SEC Documents”)since February 1, 1997. As of their respective dates or, if amended, as of the date of the last such amendmentdates, the Company SEC Documents complied in all material respects with the requirements of the Securities Act and the Exchange Act, as the case may be, and the applicable rules and regulations promulgated thereunder, and none of the Company SEC Documents contained Buyer Reports 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 to make the statements therein, in light of the circumstances under which they were made, not misleading, except that information set forth in the Company SEC Documents as of a later date (but before the date of this Agreement) will be deemed to modify information as of an earlier date. (b) . The consolidated audited financial statements (including all related notes and schedules) unaudited interim financial statements of the Company Buyer included in the Company SEC Documents fairly present Buyer Reports (i) comply as to form in all material respects with applicable accounting requirements and the consolidated financial position published rules and regulations of the Company and its consolidated SubsidiariesSEC with respect thereto, as at the respective dates thereof, and the consolidated results of their operations and their consolidated cash flows for the respective periods then ended (subject, ii) have been prepared in the case of the unaudited statements, to normal year-end audit adjustments and to any other adjustments described therein, including the notes thereto) in conformity accordance with United States generally accepted accounting principles (“GAAP”) (except, in the case of the unaudited statements, as permitted by the SEC) GAAP applied on a consistent basis during throughout the periods involved covered thereby (except as may be indicated therein or in the notes thereto, and in the case of quarterly financial statements, as permitted by Form 10-Q under the Exchange Act and except for normal recurring year-end adjustments (which will not be material)), (iii) fairly present the consolidated financial condition, results of operations and cash flows of the Buyer and its subsidiaries as of the respective dates thereof and for the periods referred to therein, and (iv) are consistent with the books and records of the Buyer and its subsidiaries.

Reports and Financial Statements. (a) The Company and each of its Subsidiaries has filed or furnished all forms, documents, statements, reports, exhibits and other documents and reports required to be filed or furnished prior to the date hereof by it with the Securities and Exchange Commission (the “SEC”) since January 1December 31, 2009 2004 (the “Company SEC Documents”). As of their respective dates dates, or, if amended, as of the date of the last such amendment, the Company SEC Documents complied in all material respects with the requirements of the Securities Act of 1933, as amended, and the Exchange Act, as the case may be, and the applicable rules and regulations promulgated thereunder, and none of the Company SEC Documents 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 therein, in the light of the circumstances under which they were made, not misleading, except that information set forth in the Company SEC Documents as of a later date (but before the date of this Agreement) will be deemed to modify information as of an earlier date. (b) The consolidated financial statements (including all related notes and schedules) of the Company included in the Company SEC Documents fairly present in all material respects the consolidated financial position of the Company and its consolidated Subsidiaries, as at the respective dates thereof, and the consolidated results of their operations and their consolidated cash flows for the respective periods then ended (subject, in the case of the unaudited statements, to normal year-end audit adjustments and to any other adjustments described therein, including the notes thereto) in conformity with United States generally accepted accounting principles (“GAAP”) GAAP (except, in the case of the unaudited statements, as permitted by the SEC) applied on a consistent basis during the periods involved (except as may be indicated therein or in the notes thereto).

Reports and Financial Statements. (a) The Company and each of its Subsidiaries has filed or furnished all forms, documents and reports required to be filed or furnished by it with the SEC under the Securities Act or the Exchange Act prior to the date hereof by it with the Securities and Exchange Commission (the “SEC”) since January 1April 30, 2009 2022 (the “Company SEC Documents”). As , each of their respective dates which, in each case as of its date, or, if amended, as of finally amended prior to the date of the last such amendmentthis Agreement, the Company SEC Documents complied as to form in all material respects with the applicable requirements of the Securities Act, the Exchange Act and the Exchange ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act, as the case may be, and the applicable rules and regulations promulgated thereunder, in effect as of such date and none of the no Company SEC Documents Document as of its date, or, if amended, as finally amended prior to the date of this Agreement, 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 therein, in light of the circumstances under which they were made, not misleading, except that information set forth in the Company SEC Documents as . As of a later date (but before the date of this Agreement) will be deemed , there are no outstanding or unresolved comments in comment letters received from the SEC with respect to modify information as the Company SEC Documents. To the Knowledge of an earlier datethe Company, none of the Company SEC Documents is subject to ongoing SEC review. The Company is in compliance in all material respects with all current listing and corporate governance requirements of Nasdaq. (b) The consolidated financial statements (including all related notes and schedules) of the Company included in the Company SEC Documents (if amended, as of the date of the last such amendment) fairly present presented in all material respects the consolidated financial position of the Company and its consolidated Subsidiaries, as at the respective dates thereof, and the consolidated results of their operations and their consolidated cash flows for the respective periods then ended (subject, in the case of the unaudited statementsfinancial statements filed on Form 10-Q, to normal year-end audit adjustments and to any other adjustments described therein, including the notes thereto) in conformity with United States generally accepted accounting principles (“GAAP”) (except, in and the case absence of the unaudited statements, notes and other presentation items as permitted by the applicable rules and regulations of the SEC) and were prepared in all material respects in conformity with GAAP (except, as may be indicated in the notes thereto or as permitted by Form 10-Q with respect to financial statements filed on Form 10-Q) applied on a consistent basis during the periods involved (except as may be indicated therein or in the notes thereto).

Reports and Financial Statements. (a) The Since January 1, 2005, or the date of organization or acquisition if later, each JBI Company and each of its Subsidiaries has filed or furnished all formsreports and statements, documents and reports together with any amendments required to be filed made with respect thereto, that it was required to file with (i) the SEC, including, but not limited to, Forms 10-K, Forms 10-Q, Forms 8-K, and proxy statements, (ii) other Regulatory Authorities, and (iii) any applicable state securities or furnished prior to the date hereof by it with the Securities and Exchange Commission (the “SEC”) since January 1, 2009 (the “Company SEC Documents”)banking authorities. As of their respective dates ordates, if amendedeach of such reports and documents, as of including the date of the last such amendmentJBI Financial Statements, the Company SEC Documents exhibits, and schedules thereto, complied in all material respects with the requirements all applicable Laws, including without limitation Securities Laws. As of the Securities Act its respective date, each such report and the Exchange Act, as the case may be, and the applicable rules and regulations promulgated thereunder, and none of the Company SEC Documents contained document 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 to make the statements made therein, in light of the circumstances under which they were made, not misleading, except that information set forth . The JBI Financial Statements included in the Company SEC Documents such reports (as of a later date the dates thereof and for the periods covered thereby) (but before i) are or if dated after the date of this Agreement) , will be deemed to modify information as of an earlier date. (b) The consolidated financial statements (including all related notes be, in accordance with the books and schedules) records of the Company included JBI Companies, which are or will be, as the case may be, complete and correct and which have been or will have been, as the case may be, maintained in the Company SEC Documents accordance with applicable legal and accounting principles and reflect only actual transactions and (ii) present, or will present, fairly present in all material respects the consolidated financial position of the Company and its consolidated Subsidiaries, JBI Companies as at of the respective dates thereof, indicated and the consolidated results of their operations operations, changes in stockholders’ equity, and their consolidated cash flows of the JBI Companies for the respective periods then ended indicated, in accordance with GAAP (subjectsubject to exceptions as to consistency specified therein or as may be indicated in the notes thereto or, in the case of the unaudited interim financial statements, to normal year-end audit adjustments and to any other adjustments described therein, including the notes thereto) in conformity with United States generally accepted accounting principles (“GAAP”) (except, in the case of the unaudited statements, as permitted by the SEC) applied on a consistent basis during the periods involved (except as may be indicated therein or in the notes theretothat are not material).

Reports and Financial Statements. (a) The Company has previously furnished the Purchaser with true and each complete copies, as amended or supplemented, of the following documents, to the extent not available on the ▇▇▇▇▇ system (i) Annual Report on Form 10-K for the year ended December 31, 2002, as filed with the Commission, (ii) proxy statements relating to all meetings of its Subsidiaries has shareholders (whether annual or special) since June 1, 2003 and (iii) all other reports or registration statements filed by the Company with the SEC since December 31, 2002 (such reports, registration statements and other filings, together with any amendments or furnished supplements thereto, are collectively referred to as the "COMPANY COMMISSION FILINGS"). The Company Commission Filings constituted all forms, of the documents and reports required to be filed or furnished prior to by the date hereof by it Company with the Securities and Exchange Commission (the “SEC”) since January 1December 31, 2009 (the “Company SEC Documents”)2002. As of their respective dates ordates, if amended, such Company's Commission Filings (as of the date of the last such amendment, the Company SEC Documents amended or supplemented) complied in all material respects with the requirements of the Securities Act and the Exchange Act, as the case may be, Act and the applicable rules and regulations of the Commission promulgated thereunder, and none of the Company SEC Documents contained 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 to make the statements therein, in light of the circumstances under which they were made, not misleading, except that information set forth in the Company SEC Documents as of a later date (but before the date of this Agreement) will be deemed to modify information as of an earlier date. (b) . The audited consolidated financial statements (including all related notes and schedules) any unaudited interim financial statements of the Company included in the Company SEC Documents fairly present such Company's Commission Filings comply as to form in all material respects with applicable accounting requirements and the consolidated financial position published rules and regulations of the Company and its consolidated Subsidiaries, as at the respective dates thereofCommission with respect thereto, and the consolidated results of their operations and their consolidated cash flows for the respective periods then ended (subject, have been prepared in the case of the unaudited statements, to normal year-end audit adjustments and to any other adjustments described therein, including the notes thereto) in conformity accordance with United States generally accepted accounting principles (“GAAP”) (except, in the case of the unaudited statements, as permitted by the SEC) applied on a consistent basis during the periods involved GAAP (except as may be indicated therein or in the notes thereto)thereto and, in the case of the quarterly financial statements, as permitted by Form 10-Q under the Exchange Act) and fairly present in all material respects the financial position of the Company at the dates thereof and the results of its operations and its cash flows for the periods then ended.

Reports and Financial Statements. The Buyer has previously -------------------------------- furnished or made available to CMGI and Adsmart complete and accurate copies, as amended or supplemented, and all reports filed by the Buyer under Section 13 or subsections (a) or (c) of Section 14 of the Exchange Act with the Securities Exchange Commission (collectively, the "Buyer Reports"). The Company and each Buyer Reports constitute all of its Subsidiaries has filed or furnished all forms, the documents and reports required to be filed by the Buyer under Section 13 or furnished prior to subsections (a) or (c) of Section 14 of the date hereof by it Exchange Act with the Securities and Exchange Commission (the “SEC”) since January 1, 2009 (the “Company SEC Documents”). As of their respective dates or, if amended, as of through the date of the last such amendment, the Company SEC Documents this Agreement. The Buyer Reports complied as to form in all material respects with the requirements of the Securities Exchange Act and the Exchange Act, as the case may be, and the applicable rules and regulations promulgated thereunderthereunder when filed. As of their respective dates, and none of the Company SEC Documents contained Buyer Reports 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 to make the statements therein, in light of the circumstances under which they were made, not misleading, except that information set forth in the Company SEC Documents as of a later date (but before the date of this Agreement) will be deemed to modify information as of an earlier date. (b) . The consolidated audited financial statements (including all related notes if any) and schedules) unaudited interim financial statements of the Company Buyer included in the Company SEC Documents fairly present Buyer Reports (i) complied as to form in all material respects with applicable accounting requirements and the consolidated financial position published rules and regulations of the Company and its consolidated SubsidiariesSEC with respect thereto when filed, as at the respective dates thereof, and the consolidated results of their operations and their consolidated cash flows for the respective periods then ended (subject, ii) were prepared in the case of the unaudited statements, to normal year-end audit adjustments and to any other adjustments described therein, including the notes thereto) in conformity accordance with United States generally accepted accounting principles (“GAAP”) (except, in the case of the unaudited statements, as permitted by the SEC) GAAP applied on a consistent basis during throughout the periods involved covered thereby (except as may be indicated therein or in the notes thereto, and in the case of quarterly financial statements, as permitted by Form 10-Q under the Exchange Act), (iii) fairly present the consolidated financial condition, results of operations and cash flows of the Buyer as of the respective dates thereof and for the periods referred to therein, and (iv) are consistent with the books and records of the Buyer.

Reports and Financial Statements. (a) The As of their respective filing dates, the Company's Amendment No. 1 to its Annual Report on Form 10-K for the fiscal year ended December 31, 2000 filed on Form 10-K/A with the SEC on April 30, 2001, the Company's Proxy Statement in connection with the 2001 Annual Meeting of Shareholders and all Forms 10-Q and 8-K filed by the Company and each of its Subsidiaries has filed or furnished all forms, documents and reports required to be filed or furnished prior to the date hereof by it with the Securities and Exchange Commission (the “"SEC”") since January 1after December 31, 2009 2000, in each case without exhibits thereto (the “Company "SEC Documents”). As of their respective dates or, if amended, as of the date of the last such amendment, the Company SEC Documents complied Reports") were prepared in all material respects in accordance with the requirements of the Securities Act and of 1933 (the "Securities Act") or the Exchange Act, as the case may be, and the applicable rules and regulations promulgated thereunder, and none of the Company SEC Documents contained thereunder applicable to such SEC Reports. The SEC Reports, when read as a whole do not contain any untrue statement statements of a material fact or omitted and do not omit to state any a material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they were made, not misleading, except that information set forth in the Company SEC Documents as of a later date (but before the date of this Agreement) will be deemed to modify information as of an earlier date. (b) . The audited consolidated financial statements (including all related notes and schedules) unaudited interim financial statements of the Company included in the Company SEC Documents fairly present Reports have been prepared in all material respects the consolidated financial position of the Company and its consolidated Subsidiaries, as at the respective dates thereof, and the consolidated results of their operations and their consolidated cash flows for the respective periods then ended (subject, in the case of the unaudited statements, to normal year-end audit adjustments and to any other adjustments described therein, including the notes thereto) in conformity accordance with United States generally accepted accounting principles (“GAAP”) (except, in the case of the unaudited statements, as permitted by the SEC) applied on a consistent basis during the periods involved (except as may be indicated therein or in the notes thereto)) and fairly present, in all material respects, the financial position of the Company as at the dates thereof and the results of its operations and cash flows for the periods then ended subject, in the case of the unaudited interim financial statements, to normal year-end adjustments and any other adjustments described in such financial statements.

Reports and Financial Statements. (a) The Company and each of its Subsidiaries has filed or furnished all forms, documents and reports required to be filed or furnished prior to the date hereof by it with the Securities and Exchange Commission (the “SEC”) SEC since January 1, 2009 2010 (the “Company SEC Documents”). As of their respective dates dates, or, if amended, as of the date of the last such amendment, the Company SEC Documents complied in all material respects with the requirements of the Securities Act and the Exchange Act, as the case may be, and the applicable rules and regulations promulgated thereunder, and none of the Company SEC Documents contained any untrue statement of a material fact or omitted to state any material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they were made, not misleading, except that information set forth in the Company SEC Documents as of a later date (but before the date of this Agreement) will be deemed to modify information as of an earlier date. (b) The consolidated financial statements (including all related notes and schedules) of the Company included in the Company SEC Documents (including all related notes and schedules, where applicable) fairly present in all material respects the consolidated financial position of the Company and its consolidated Subsidiaries, as at the respective dates thereof, and the consolidated results of their operations and their consolidated cash flows for the respective periods then ended (subject, in the case of the unaudited statements, to normal year-end audit adjustments and to any other adjustments described therein, including the notes thereto) in conformity with United States generally accepted accounting principles (“GAAP”) GAAP (except, in the case of the unaudited statements, as permitted by the SEC) applied on a consistent basis during the periods involved (except as may be indicated therein or in the notes thereto). (c) No Conflict Minerals are necessary to the functionality, or production of, or are used in the production of any product of the Company or any product currently proposed to be manufactured by the Company or any of its Subsidiaries or on its behalf in the future.

Reports and Financial Statements. (a) The Company’s registration statement on Form 10 became effective on July 31, 2013. The Company and each of its Subsidiaries has filed or furnished all forms, documents and reports items required to be filed or furnished prior to the date hereof by it with the Securities and Exchange Commission (the “SEC”) SEC since January 1July 30, 2009 (the “Company SEC Documents”)2013. As of their respective dates or, if amended, as of the date of the last such amendment, the Company SEC Documents complied in all material respects with the requirements of the Securities Act and the Exchange Act, as the case may be, and the applicable rules and regulations promulgated thereunder, and none of the Company SEC Documents contained any untrue statement of a material fact or omitted to state any material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they were made, not misleading, except that information set forth in the Company SEC Documents as of a later date (but before the date of this Agreement) will be deemed to modify information as of an earlier date. (b) The consolidated financial statements (including all related notes and schedules) of the Company included in the Company SEC Documents fairly present in all material respects the consolidated financial position of the Company and its consolidated Subsidiaries, as at the respective dates thereof, and the consolidated results of their operations and their consolidated cash flows for the respective periods then ended (subject, in the case of the unaudited statements, subject to normal year-year- end audit adjustments and to any other adjustments described therein, including the notes thereto) in conformity with United States generally accepted accounting principles GAAP (“GAAP”) (except, in the case of the unaudited statements, except as permitted by the SEC) applied on a consistent basis during the periods involved (except as may be indicated therein or in the notes thereto).

Reports and Financial Statements. (a) The Company and each of its Subsidiaries has filed or furnished all formsOther than as set -------------------------------- forth herein, documents and reports required to be filed or furnished prior from April 2002 to the date hereof by hereof, except where failure to do so did not and would not have a material adverse effect on Buyer, Buyer has filed all reports, registrations and statements, together with any required amendments thereto, that it was required to file with the Securities SEC, including, but not limited to, Forms 10-KSB, Forms 10-QSB, Forms 8-K and Exchange Commission Proxy Statements (collectively the “SEC”"Buyer's Reports"). Buyer has furnished or will furnish to Seller (and the Shareholders upon the request of Shareholders) copies of all Buyer's Reports filed with the SEC since January 1, 2009 (the “Company SEC Documents”)April 2002. As of their respective dates or, if amended, as of (but taking into account any amendments filed prior to the date of the last such amendmentthis Agreement), the Company SEC Documents Buyer's Reports (other than the financial statements included therein) complied in all material respects with all the requirements of the Securities Act and the Exchange Act, as the case may be, and the applicable rules and regulations promulgated thereunder, by the SEC and none of the Company SEC Documents contained 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 to make the statements therein, in light of the circumstances under which they were made, not misleading, except that information set forth in the Company SEC Documents as of a later date (but before the date of this Agreement) will be deemed to modify information as of an earlier date. (b) . The consolidated financial statements (including all related notes and schedules) of the Company Buyer included in the Company SEC Documents fairly present Buyer's Reports complied as to form in all material respects with applicable accounting requirements and the consolidated financial position published rules and regulations of the Company and its consolidated SubsidiariesSEC with respect thereto, were prepared in accordance with GAAP consistently applied during the periods presented (except, as at noted therein, or, in the respective dates thereofcase of unaudited statements, as permitted by Form 10-QSB of the SEC) and the consolidated results of their operations and their consolidated cash flows for the respective periods then ended fairly present (subject, in the case of the unaudited statements, to normal year-end audit adjustments adjustments) the financial position of Buyer and to any other adjustments described therein, including the notes thereto) in conformity with United States generally accepted accounting principles (“GAAP”) (except, in the case its consolidated subsidiaries as of the unaudited statements, as permitted by date thereof and the SEC) applied on a consistent basis during results of their operations and their cash flows for the periods involved (except as may be indicated therein or in the notes thereto)then ended.

Reports and Financial Statements. The Company has previously furnished to the Purchaser complete and accurate copies, as amended or supplemented, of its (a) The Company Annual Report on Form 10-K for the fiscal years ended March 31, 1994, 1995 and each of its Subsidiaries has 1996, as filed or furnished all forms, documents and reports required to be filed or furnished prior to the date hereof by it with the Securities and Exchange Commission (the “"SEC”"), and (b) since January 1all other reports filed by the Company under Section 13 and Section 14 of the Securities Exchange Act of 1934, 2009 as amended (the “"Exchange Act"), with the SEC since March 31, 1996 (such reports are collectively referred to herein as the "Company SEC Documents”Reports"). As The Company Reports constitute all of their respective dates orthe documents required to be filed by the Company under Section 13 of the Exchange Act with the SEC since March 31, if amended1996. Each Company Report, as of the date of the last such amendmentits respective date, the Company SEC Documents complied in all material respects with the requirements of the Securities Act and the Exchange Act, as the case may be, and the applicable rules and regulations promulgated thereunder, and none of the Company SEC Documents contained did not contain any untrue statement of a material fact or omitted and did not omit to state any a material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they were made, not misleading, except that information set forth in the Company SEC Documents as of a later date (but before the date of this Agreement) will be deemed to modify information as of an earlier date. (b) . The consolidated audited financial statements (including all related notes and schedules) unaudited interim financial statements of the Company included in the Company SEC Documents fairly present Reports (i) comply as to form in all material respects with applicable accounting requirements and the consolidated financial position published rules and regulations of the Company and its consolidated SubsidiariesSEC with respect thereto, as at the respective dates thereof, and the consolidated results of their operations and their consolidated cash flows for the respective periods then ended (subject, ii) have been prepared in the case of the unaudited statements, to normal year-end audit adjustments and to any other adjustments described therein, including the notes thereto) in conformity accordance with United States generally accepted accounting principles (“GAAP”) (except, in the case of the unaudited statements, as permitted by the SEC) applied on a consistent basis during throughout the periods involved covered thereby (except as may be indicated therein or in the notes thereto, and in the case of quarterly financial statements, as permitted by Form 10-Q under the Exchange Act), (iii) fairly present the consolidated financial condition, results of operations and cash flows of the Company as of the respective dates thereof and for the periods referred to therein, and (iv) are consistent with the books and records of the Company.

Reports and Financial Statements. (a) The Purchaser has made available to Company a copy of each report, schedule, registration statement and each of its Subsidiaries has definitive proxy statement filed or furnished all forms, documents and reports required to be filed or furnished prior to the date hereof by it Purchaser with the Securities and Exchange Commission (the “SEC”) SEC since January 1, 2009 2013 (as such documents have since the time of their filing with the SEC been amended, collectively, the “Company SEC DocumentsReports”), which are all of the documents (other than preliminary material) that Purchaser was required to file with the SEC since such date. As of their respective dates or, if amended, as of the date of the last such amendmentdates, the Company SEC Documents Reports complied in all material respects with the requirements of the Securities Act and or the Exchange Act, as the case may beappropriate, and the applicable rules and regulations promulgated thereunder, and none of the Company SEC Documents contained any untrue statement of a material fact or omitted thereunder which are applicable to state any material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they were made, not misleading, except that information set forth in the Company SEC Documents as of a later date (but before the date of this Agreement) will be deemed to modify information as of an earlier date. (b) Reports. The audited consolidated financial statements (including all related notes and schedules) unaudited interim financial statements of the Company Purchaser included in the Company SEC Documents fairly present in all material respects Reports (collectively, the consolidated financial position of the Company and its consolidated Subsidiaries, as at the respective dates thereof, and the consolidated results of their operations and their consolidated cash flows for the respective periods then ended (subject, in the case of the unaudited statements, to normal year-end audit adjustments and to any other adjustments described therein, including the notes thereto) in conformity with United States generally accepted accounting principles (“GAAPPurchaser Financial Statements”) (except, have been prepared in the case of the unaudited statements, as permitted by the SEC) accordance with GAAP applied on a consistent basis during the periods involved (except as may be indicated therein or in the notes thereto)thereto and, with respect to the unaudited interim financial statements which comprise a portion of the Purchaser Financial Statements, except as permitted by Form 10‑Q of the SEC) and fairly present the financial position of Purchaser and its subsidiaries as of the dates thereof and the results of their operations and changes in financial position for the periods then ended, subject, however, in the case of the unaudited interim financial statements which comprise a portion of the Purchaser Financial Statements, to normal year‑end and audit adjustments and any other adjustments described therein.

Reports and Financial Statements. (a1) The Company and each From December 31, 2010 through the date of its Subsidiaries this Agreement, Bidder has filed or furnished all forms, documents and reports required to be filed or furnished Bidder SEC Documents prior to the date hereof by it with the Securities and Exchange Commission (the “SEC”) since January 1, 2009 (the “Company SEC Documents”). As of their respective dates dates, or, if amended, as of the date of the last such amendment, the Company Bidder SEC Documents complied complied, or if not yet filed or furnished, will comply, in all material respects with the applicable requirements of the Securities Act and the Exchange Act and the Sarbanes Oxley Act of 2002 (the “▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act”), as the case may be, and the applicable rules and regulations promulgated thereunder, and none of the Company Bidder SEC Documents contained contained, or if not yet filed or furnished, will contain, any untrue statement of a material fact or omitted to state any material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they were made, made not misleading, except that information set forth in the Company SEC Documents as of a later date (but before the date of this Agreement) will be deemed to modify information as of an earlier date. (b2) The consolidated financial statements (including all related notes and schedules) of the Company Bidder included in the Company Bidder SEC Documents compiled (or, in the case of Bidder SEC Documents filed after the date of the Agreement, will comply) as to form in all material respects with the applicable accounting requirements and the published rules and regulations of the SEC with respect thereto in effect at the time of such filing and fairly present (or, in the case of Bidder SEC Documents filed after the date of the Agreement, will fairly present) in all material respects the consolidated financial position of the Company Bidder and its consolidated Subsidiaries, as at the respective dates thereof, and the consolidated results of their operations and their consolidated cash flows for the respective periods then ended (subject, in the case of the unaudited statements, to normal year-end audit adjustments and to any other adjustments described therein, including the notes thereto) in conformity with United States generally accepted accounting principles (“GAAP”) US GAAP (except, in the case of the unaudited statements, as to the extent permitted by the SEC) applied on a consistent basis during the periods involved (except as may be indicated therein or in the notes thereto).

Reports and Financial Statements. ‌ (ai) The Company and each of its Subsidiaries Since January 1, 2021, ▇▇▇▇▇▇ has filed or furnished all forms, documents and reports required to be filed or furnished prior to the date hereof by it with the Securities and Exchange Commission SEC (the “SEC”) since January 1, 2009 (the “Company Willow SEC Documents”). As of their respective dates dates, or, if amendedamended prior to the date hereof, as of the date of (and giving effect to) the last such amendment, the Company Willow SEC Documents complied in all material respects with the requirements of the Securities Act and the Exchange Act, as the case may be, and the applicable rules and regulations promulgated thereunder, and none of the Company Willow SEC Documents contained any untrue statement of a material fact or omitted to state any material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they were made, not misleading, except that information set forth in the Company SEC Documents as of a later date (but before the date of this Agreement) will be deemed to modify information as of an earlier date. (bii) The consolidated financial statements (including all related notes and schedules) of the Company Willow included in the Company Willow SEC Documents when filed complied as to form in all material respects with the applicable accounting requirements and the published rules and regulations of the SEC with respect thereto in effect at the time of such filing and fairly present in all material respects the consolidated financial position of the Company Willow and its consolidated Subsidiaries, as at the respective dates thereof, and the consolidated results of their operations and their consolidated cash flows for the respective periods then ended (subject, in the case of the unaudited statements, to normal year-end audit adjustments and to any other adjustments described therein, including the notes thereto) in conformity with United States generally accepted accounting principles (“GAAP”) GAAP (except, in the case of the unaudited statements, as to the extent permitted by the SEC) applied on a consistent basis during the periods involved (except as may be indicated therein or in the notes thereto).

Reports and Financial Statements. (a) The Company and each of its Subsidiaries has filed or furnished all forms, documents and reports required to be filed or furnished prior to the date hereof by it with the Securities and Exchange Commission (the “SEC”) since January 1December 28, 2009 2003 (the “Company SEC Documents”). As of their respective dates dates, or, if amendedamended prior to the date hereof, as of the date of the last such amendmentamendment prior to the date hereof, the Company SEC Documents complied in all material respects with the requirements of the Securities Act and the Exchange Act, as the case may be, and the applicable rules and regulations promulgated thereunder, and and, as of their respective dates, none of the Company SEC Documents contained any untrue statement of a material fact or omitted to state any material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they were made, not misleading, except that information set forth in the Company SEC Documents as of a later date (but before the date of this Agreement) will be deemed to modify information as of an earlier date. (b) The consolidated financial statements (including all related notes and schedules) of the Company included in the Company SEC Documents fairly present in all material respects the consolidated financial position of the Company and its consolidated Subsidiaries, as at the respective dates thereof, and the consolidated results of their operations and their consolidated cash flows for the respective periods then ended indicated (subject, in the case of the unaudited statements, to normal year-end audit adjustments and to any other adjustments described therein, including the notes thereto) in conformity with United States generally accepted accounting principles (“GAAP”) (except, in the case of the unaudited statements, as permitted by the SEC) applied on a consistent basis during the periods involved (except as may be indicated therein or in the notes thereto).

Reports and Financial Statements. (a) The Since January 1, 1996, -------------------------------- the Company and each of its Subsidiaries has timely filed or furnished with the SEC all forms, reports, schedules, statements and other documents and reports required to be filed or furnished prior to the date hereof by it with under the Securities and Act or the Exchange Commission Act (such documents, as supplemented or amended since the “SEC”) since January 1time of filing, 2009 (the “"Company SEC Documents”Reports"). As of their respective dates or, if amended, as of the date of the last such amendmentdates, the Company SEC Documents Reports, including without limitation, any financial statements or schedules included or incorporated by reference therein, at the time filed (and, in the case of registration statements and proxy statements, on the dates of effectiveness and the dates of mailing, respectively) (a) complied in all material respects with the applicable requirements of the Securities Act and the Exchange Act, as the case may be, and the applicable rules and regulations promulgated thereunder, and none of the Company SEC Documents contained (b) 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 to make the statements therein, in light of the circumstances under which they were made, not misleading, except that information set forth . The audited consolidated financial statements and unaudited consolidated interim financial statements included or incorporated by reference in the Company SEC Documents as of a later date (but before the date of this Agreement) will be deemed to modify information as of an earlier date. (b) The consolidated financial statements Reports (including all any related notes and schedules) of the Company included in the Company SEC Documents fairly present present, in all material respects respects, the consolidated financial position of the Company and its consolidated Subsidiaries, Subsidiaries as at of the respective dates thereof, thereof and the consolidated results of their operations and their consolidated cash flows for the respective periods then ended (subjectset forth therein, in the each case of the unaudited statements, to normal year-end audit adjustments in accordance with past practice and to any other adjustments described therein, including the notes thereto) in conformity with United States generally accepted accounting principles (“GAAP”) (except, in the case of the unaudited statements, as permitted by the SECUnited States ("GAAP") consistently applied on a consistent basis during the periods involved (except as may be indicated therein or otherwise disclosed in the notes theretothereto and subject, where appropriate, to normal year-end adjustments that would not be material in amount or effect).

Reports and Financial Statements. (ai) The Company and each From December 31, 2012 through the date of its Subsidiaries this Agreement, Chiquita has filed or furnished all forms, documents and reports (including exhibits and other information incorporated therein) required to be filed or furnished prior to the date hereof by it with the Securities and Exchange Commission SEC (the “SEC”) since January 1, 2009 (the “Company Chiquita SEC Documents”). As of their respective dates dates, or, if amended, as of the date of the last such amendment, the Company Chiquita SEC Documents complied in all material respects with the requirements of the Securities Act and the Exchange Act, as the case may be, and the applicable rules and regulations promulgated thereunder, and none of the Company Chiquita SEC Documents contained any untrue statement of a material fact or omitted to state any material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they were made, made not misleading, except that information set forth in the Company SEC Documents as of a later date (but before the date of this Agreement) will be deemed to modify information as of an earlier date. (bii) The consolidated financial statements (including all related notes and schedules) of the Company Chiquita included in the Company Chiquita SEC Documents when filed complied as to form in all material respects with the applicable accounting requirements and the published rules and regulations of the SEC with respect thereto in effect at the time of such filing and fairly present in all material respects the consolidated financial position of the Company Chiquita and its consolidated Subsidiaries, as at the respective dates thereof, and the consolidated results of their operations and their consolidated cash flows for the respective periods then ended (subject, in the case of the unaudited statements, to normal year-end audit adjustments and to any other adjustments described therein, including the notes thereto) in conformity with United States generally accepted accounting principles (“GAAP”) US GAAP (except, in the case of the unaudited statements, as permitted by the SEC) applied on a consistent basis during the periods involved (except as may be indicated therein or in the notes thereto).

Reports and Financial Statements. (ai) The Company and each of its Subsidiaries Since January 1, 2021, ▇▇▇▇▇▇ has filed or furnished all forms, documents and reports required to be filed or furnished prior to the date hereof by it with the Securities and Exchange Commission SEC (the “SEC”) since January 1, 2009 (the “Company Willow SEC Documents”). As of their respective dates dates, or, if amendedamended prior to the date hereof, as of the date of (and giving effect to) the last such amendment, the Company Willow SEC Documents complied in all material respects with the requirements of the Securities Act and the Exchange Act, as the case may be, and the applicable rules and regulations promulgated thereunder, and none of the Company Willow SEC Documents contained any untrue statement of a material fact or omitted to state any material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they were made, not misleading, except that information set forth in the Company SEC Documents as of a later date (but before the date of this Agreement) will be deemed to modify information as of an earlier date. (bii) The consolidated financial statements (including all related notes and schedules) of the Company Willow included in the Company Willow SEC Documents when filed complied as to form in all material respects with the applicable accounting requirements and the published rules and regulations of the SEC with respect thereto in effect at the time of such filing and fairly present in all material respects the consolidated financial position of the Company Willow and its consolidated Subsidiaries, as at the respective dates thereof, and the consolidated results of their operations and their consolidated cash flows for the respective periods then ended (subject, in the case of the unaudited statements, to normal year-end audit adjustments and to any other adjustments described therein, including the notes thereto) in conformity with United States generally accepted accounting principles (“GAAP”) GAAP (except, in the case of the unaudited statements, as to the extent permitted by the SEC) applied on a consistent basis during the periods involved (except as may be indicated therein or in the notes thereto).

Reports and Financial Statements. (a) The Company and each of its Subsidiaries USI has filed or furnished all forms, documents and reports required to be filed or furnished prior to the date hereof by it with the Securities and Exchange Commission (the “"SEC”") pursuant to the Exchange Act since January 1, 2009 1995, including, without limitation, a Transitional Report on Form 10-K for the nine-month period ended March 31, 1996 (collectively, the “Company "USI SEC Documents”REPORTS"), and has previously furnished or made available to MSI true and complete copies of all such USI SEC Reports. As Each of the USI SEC Reports, as of their respective dates or, if amended, (as of amended through the date of the last such amendmenthereof), the Company SEC Documents complied in all material respects with the requirements of the Securities Exchange Act and the Exchange Act, as the case may be, and the applicable rules and regulations promulgated thereunder, of the SEC thereunder applicable to such USI SEC Report and none of the Company USI SEC Documents Reports, as of their respective dates (as amended through the date hereof), contained any untrue statement of a material fact or omitted to state any a material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they were made, not misleading, except that information set forth in . Each of the Company SEC Documents as of a later date (but before the date of this Agreement) will be deemed to modify information as of an earlier date. (b) The consolidated financial statements balance sheets (including all the related notes and schedulesnotes) of the Company included in the Company USI SEC Documents Reports fairly present presents in all material respects the consolidated financial position of the Company USI and its consolidated Subsidiaries, subsidiaries as at of the respective dates thereof, and the consolidated other financial statements (including the related notes) included therein fairly present in all material respects the results of their operations and their consolidated cash flows of USI and its subsidiaries for the respective periods then ended (subject, in the case or as of the unaudited statements, to normal year-end audit adjustments and to any other adjustments described respective dates set forth therein, including the notes thereto) all in conformity with United States generally accepted accounting principles (“GAAP”) (except, in the case of the unaudited statements, as permitted by the SEC) consistently applied on a consistent basis during the periods involved (involved, except as may be indicated otherwise noted therein or in the notes thereto).and

Reports and Financial Statements. (a) The Company Delano has previously furnished to DA true and each correct copies of its Subsidiaries has (i) Form 10-K for the period ended Marc▇ ▇▇, ▇▇▇▇, (▇▇) ▇▇▇ Quarterly Report on Form 10-Q for the period ended June 30, 2000 (the "RECENT 10-Q"), (iii) all other reports filed or furnished all forms, documents and reports required to be filed or furnished prior to the date hereof by it with the Securities and Exchange Commission (the “SEC”"COMMISSION") under the Securities Exchange Act of 1934, as amended (the "EXCHANGE ACT") since January 1February 9, 2009 2000 and (iv) Delano hereby agrees to furnish to DA true and correct copies of all reports filed by it with the “Company SEC Documents”Commission after the date hereof prior to the Closing all in the form (including exhibits) so filed (collectively, the "REPORTS"). As of their respective dates or, if amended, as of the date of the last such amendmentdates, the Company SEC Documents Reports complied or will comply in all material respects with the requirements of the Securities Act and the Exchange Act, as the case may be, and the then applicable published rules and regulations promulgated thereunder, and none of the Company SEC Documents contained Commission with respect thereto at the date of their issuance and did not or will 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 to make the statements therein, in light of the circumstances under which they were made, not misleading, except that information set forth in the Company SEC Documents as . As of a later date (but before the date hereof, no additional filings or amendments to previously filed Reports are required pursuant to such rules and regulations. Each of this Agreement) will be deemed to modify information as of an earlier date. (b) The the audited consolidated financial statements (including all related notes and schedules) of the Company unaudited interim financial statements included in the Company SEC Documents fairly present Delano's Reports has been prepared in all material respects the consolidated financial position of the Company and its consolidated Subsidiaries, as at the respective dates thereof, and the consolidated results of their operations and their consolidated cash flows for the respective periods then ended (subject, in the case of the unaudited statements, to normal year-end audit adjustments and to any other adjustments described therein, including the notes thereto) in conformity accordance with United States generally accepted accounting principles (“GAAP”) (except, in the case of the unaudited statements, as permitted by the SEC) applied on a consistent basis during the periods involved (except as may be indicated therein or in the notes thereto) and fairly presents the financial position of the entity or entities to which it relates as at its date or the results of operations, stockholders' equity or cash flows of such entity or entities (subject, in the case of unaudited statements, to the absence of footnote disclosure and in the case of unaudited interim statements to year-end adjustments, which will not be material either individually or in the aggregate, and except as described in Section 5.5 of the Delano Disclosure Schedule).

Reports and Financial Statements. (a) The Since January 1, 2003, or the date of organization or acquisition if later, each ANB Company and each of its Subsidiaries has filed or furnished all formsreports and statements, documents and reports together with any amendments required to be filed made with respect thereto, that it was required to file with (i) the SEC, including, but not limited to, Forms 10-K, Forms 10-Q, Forms 8-K, and proxy statements, (ii) other Regulatory Authorities, and (iii) any applicable state securities or furnished prior to the date hereof by it with the Securities and Exchange Commission (the “SEC”) since January 1, 2009 (the “Company SEC Documents”)banking authorities. As of their respective dates ordates, if amendedeach of such reports and documents, as of including the date of the last such amendmentANB Financial Statements, the Company SEC Documents exhibits, and schedules thereto, complied in all material respects with the requirements all applicable Laws, including without limitation Securities Laws. As of the Securities Act its respective date, each such report and the Exchange Act, as the case may be, and the applicable rules and regulations promulgated thereunder, and none of the Company SEC Documents contained document 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 to make the statements made therein, in light of the circumstances under which they were made, not misleading, except that information set forth . The ANB Financial Statements included in the Company SEC Documents such reports (as of a later date the dates thereof and for the periods covered thereby) (but before i) are or if dated after the date of this Agreement) , will be deemed to modify information as of an earlier date. (b) The consolidated financial statements (including all related notes be, in accordance with the books and schedules) records of the Company included ANB Companies, which are or will be, as the case may be, complete and correct and which have been or will have been, as the case may be, maintained in the Company SEC Documents accordance with good business practices, and (ii) present, or will present, fairly present in all material respects the consolidated financial position of the Company and its consolidated Subsidiaries, ANB Companies as at of the respective dates thereof, indicated and the consolidated results of their operations operations, changes in stockholders’ equity, and their consolidated cash flows of the ANB Companies for the respective periods then ended indicated, in accordance with GAAP (subjectsubject to exceptions as to consistency specified therein or as may be indicated in the notes thereto or, in the case of the unaudited interim financial statements, to normal year-end audit adjustments that are not material). PricewaterhouseCoopers LLP is and has been (i) since October 22, 2003, a registered public accounting firm (as defined in Section 2(a)(12) of the S▇▇▇▇▇▇▇-▇▇▇▇▇ Act of 2002, and (ii) throughout the periods covered by the financial statements filed with the SEC by ANB, “independent” with respect to ANB within the meaning of Regulation S-X under the 1934 Act. ANB and its Subsidiaries have designed and maintain a system of internal control over financial reporting (as defined in Rules 13a-15(f) and 15d-15(f) under the 1▇▇▇ ▇▇▇) sufficient to provide reasonable assurances regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with GAAP. Since June 30, 2005, there has not been any material change in the internal controls utilized by ANB to assure that its consolidated financial statements conform with GAAP. ANB has designed and maintains disclosure controls and procedures (as defined by Rules 13a-15(e) and 15d-15(e) under the 1▇▇▇ ▇▇▇) to ensure that material information required to be disclosed by ANB in the reports that it files or submits under the 1934 Act is recorded, processed, summarized and reported within the time periods specified in the SEC’s rules and forms and is accumulated and communicated to ANB’s management as appropriate to allow timely decisions regarding required disclosures and to allow ANB’s management to make the certifications of the Chief Executive Officer and Chief Financial Officer of ANB required under the 1934 Act. Absence of Undisclosed Liabilities. No ANB Company has any other adjustments described thereinLiabilities that are reasonably likely to have, including the notes thereto) in conformity with United States generally accepted accounting principles (“GAAP”) (except, individually or in the case aggregate, a Material Adverse Effect on ANB, except Liabilities accrued or reserved against in the consolidated balance sheets of ANB as of March 31, 2006, included in the unaudited statements, as permitted by the SEC) applied on a consistent basis during the periods involved (except as may be indicated therein ANB Financial Statements or reflected in the notes thereto). No ANB Company has incurred or paid any Liability since March 31, 2006, except for such Liabilities incurred or paid in the ordinary course of business consistent with past business practice and which are not reasonably likely to have, individually or in the aggregate, a Material Adverse Effect on ANB.

Reports and Financial Statements. (a) The Company and each of its Subsidiaries has filed or furnished all forms, reports and documents and reports required to be filed or furnished prior to the date hereof by it with the Securities and Exchange Commission (the “"SEC”") since January 130, 2009 1997 (collectively, the “"Company SEC Documents”Reports"). As of their respective dates or, if amendedExcept as disclosed in any amendment to any Company Report filed with the SEC, as of the date of the last such amendmentrespective dates on which they were filed, (i) the Company SEC Documents Reports complied in all material respects with the requirements of the Securities Act of 1933, as amended (together with the rules and regulations promulgated thereunder, the "Securities Act"), and the Securities Exchange Act of 1934, as amended ( the "Exchange Act"), as the case may be, and the applicable rules and regulations promulgated thereunder, and (ii) none of the Company SEC Documents Reports 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 light of the circumstances under which they were made, not misleading, except that information set forth in the Company SEC Documents as of a later date (but before the date of this Agreement) will be deemed to modify information as of an earlier date. (b) The Except as disclosed in any amendment to any Company Report filed with the SEC, each of the consolidated financial statements (including including, in each case, any notes thereto) contained in the Company Reports was prepared in accordance with generally accepted accounting principles applied on a consistent basis throughout the periods indicated ("GAAP") (except as may be indicated in the notes thereto or, in the case of unaudited statements, as permitted by Form 10-Q and Regulation S-X of the SEC), and each presented fairly, in all related notes material respects, the consolidated financial position, results of operations and schedules) cash flows of the Company included in the Company SEC Documents fairly present in all material respects the consolidated financial position of the Company and its consolidated Subsidiaries, as at the respective dates thereof, thereof and the consolidated results of their operations and their consolidated cash flows for the respective periods then ended indicated therein, except as otherwise noted therein (subject, in the case of the unaudited statements, to normal and recurring year-end audit adjustments and to any other adjustments described thereinthat would not, including the notes thereto) in conformity with United States generally accepted accounting principles (“GAAP”) (except, in the case of the unaudited statements, as permitted by the SEC) applied on a consistent basis during the periods involved (except as may be indicated therein individually or in the notes theretoaggregate, be reasonably expected to have a Company Material Adverse Effect).

Reports and Financial Statements. (a) The Since January 1, 2005, or the date of organization or acquisition if later, each of the Company and each of its Subsidiaries has filed or furnished all formsreports and statements, documents and reports together with any amendments required to be filed made with respect thereto, that it was required to file with (i) the SEC, including, but not limited to, Forms 10-K, Forms 10-Q, Forms 8-K, and proxy statements, (ii) other Regulatory Authorities, and (iii) any applicable state securities or furnished prior to the date hereof by it with the Securities and Exchange Commission (the “SEC”) since January 1, 2009 (the “Company SEC Documents”)banking authorities. As of their respective dates ordates, if amendedeach of such reports and documents, as of the date of the last such amendment, including the Company SEC Documents Financial Statements, exhibits, and schedules thereto, complied in all material respects with the requirements all applicable Laws, including without limitation Securities Laws. As of the Securities Act its respective date, each such report and the Exchange Act, as the case may be, and the applicable rules and regulations promulgated thereunder, and none of the Company SEC Documents contained document 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 to make the statements made therein, in light of the circumstances under which they were made, not misleading, except that information set forth . The Company Financial Statements included in the Company SEC Documents such reports (as of a later date the dates thereof and for the periods covered thereby) (but before A) are or if dated after the date of this Agreement) , will be deemed to modify information as of an earlier date. (b) The consolidated financial statements (including all related notes be, in accordance with the books and schedules) records of the Company included Company, which are or will be, as the case may be, complete and correct and which have been or will have been, as the case may be, maintained in the Company SEC Documents accordance with applicable legal and accounting principles and reflect only actual transactions and (B) present, or will present, fairly present in all material respects the consolidated financial position of the Company and its consolidated Subsidiaries, as at of the respective dates thereof, indicated and the consolidated results of their operations operations, changes in stockholders’ equity, and their consolidated cash flows of the Company for the respective periods then ended indicated, in accordance with GAAP (subjectsubject to exceptions as to consistency specified therein or as may be indicated in the notes thereto or, in the case of the unaudited interim financial statements, to normal year-end audit adjustments that are not material). (b) The Company and its Subsidiaries have designed and maintain a system of internal control over financial reporting (as defined in Rules 13a-15(f) and 15d-15(f) under the ▇▇▇▇ ▇▇▇) sufficient to provide reasonable assurances regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with GAAP. Since December 31, 2006, there has not been any material change in the internal controls utilized by the Company to assure that its consolidated financial statements conform with GAAP. The Company has designed and maintains disclosure controls and procedures (as defined by Rules 13a-15(e) and 15d-15(e) under the ▇▇▇▇ ▇▇▇) to ensure that material information required to be disclosed by the Company in the reports that it files or submits under the 1934 Act is recorded, processed, summarized and reported within the time periods specified in the SEC’s rules and forms and is accumulated and communicated to the Company’s management as appropriate to allow timely decisions regarding required disclosures and to any other adjustments described therein, including allow the notes thereto) in conformity with United States generally accepted accounting principles (“GAAP”) (except, in Company’s management to make the case certifications of the unaudited statements, as permitted by Chief Executive Officer and Chief Financial Officer of the SEC) applied on a consistent basis during Company required under the periods involved (except as may be indicated therein or in the notes thereto)1934 Act.

Reports and Financial Statements. (a) The Company and each of its Subsidiaries has filed or furnished all forms, documents and reports required to be filed or furnished prior to the date hereof by it with the Securities and Exchange Commission (the “"SEC”") since January 1December 28, 2009 2003 (the “Company "COMPANY SEC Documents”DOCUMENTS"). As of their respective dates dates, or, if amendedamended prior to the date hereof, as of the date of the last such amendmentamendment prior to the date hereof, the Company SEC Documents complied in all material respects with the requirements of the Securities Act and the Exchange Act, as the case may be, and the applicable rules and regulations promulgated thereunder, and and, as of their respective dates, none of the Company SEC Documents contained any untrue statement of a material fact or omitted to state any material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they were made, not misleading, except that information set forth in the Company SEC Documents as of a later date (but before the date of this Agreement) will be deemed to modify information as of an earlier date. (b) The consolidated financial statements (including all related notes and schedules) of the Company included in the Company SEC Documents fairly present in all material respects the consolidated financial position of the Company and its consolidated Subsidiaries, as at the respective dates thereof, and the consolidated results of their operations and their consolidated cash flows for the respective periods then ended indicated (subject, in the case of the unaudited statements, to normal year-end audit adjustments and to any other adjustments described therein, including the notes thereto) in conformity with United States generally accepted accounting principles (“"GAAP”") (except, in the case of the unaudited statements, as permitted by the SEC) applied on a consistent basis during the periods involved (except as may be indicated therein or in the notes thereto).

Reports and Financial Statements. (a) The Company and each of its Subsidiaries has filed or furnished all material reports, schedules, forms, statements and other documents and reports required to be filed or furnished prior to the date hereof by it with the Securities and Exchange Commission (the “"SEC”") since January 1, 2009 2000 (collectively, including all exhibits thereto, the “"COMPANY SEC REPORTS"). No Subsidiary of the Company is required to file any form, report or other document with the SEC. None of the Company SEC Documents”). As Reports filed as of their respective dates (or, if amendedamended or superseded by a subsequent filing, then as of the date of the last such amendment, the Company SEC Documents complied in all material respects with the requirements of the Securities Act and the Exchange Actfiling), as the case may beso amended or superseded, and the applicable rules and regulations promulgated thereunder, and none of the Company SEC Documents contained any untrue statement of a material fact or omitted to state any a material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they were made, not misleadingmisleading or failed to comply as to form in all material respects with the applicable requirements of the Securities Act of 1933, except that information set forth as amended, the Exchange Act and, in each case, the Company SEC Documents as rules and regulations promulgated thereunder. Each of a later date (but before the date of this Agreement) will be deemed to modify information as of an earlier date. (b) The consolidated financial statements (including all the related notes and schedulesnotes) of the Company included in the Company SEC Documents fairly present Reports presents fairly, in all material respects respects, the consolidated financial position and consolidated results of operations and cash flows of the Company and its consolidated Subsidiaries, Subsidiaries as at of the respective dates thereof, and the consolidated results of their operations and their consolidated cash flows or for the respective periods then ended (subject, in the case of the unaudited statements, to normal year-end audit adjustments and to any other adjustments described set forth therein, including the notes thereto) all in conformity with United States generally accepted accounting principles (“"U.S. GAAP”") (except, in the case of the unaudited consolidated quarterly statements, as permitted by Form 10-Q of the SEC) consistently applied on a consistent basis during the periods involved (except as may be indicated therein or otherwise noted therein, and subject, in the notes thereto)case of the unaudited interim financial statements, to normal and recurring year-end adjustments.

Reports and Financial Statements. (a1) The Company and each From December 31, 2010 through the date of its Subsidiaries this Agreement, Bidder has filed or furnished all forms, documents and reports required to be filed or furnished Bidder SEC Documents prior to the date hereof by it with the Securities and Exchange Commission (the “SEC”) since January 1, 2009 (the “Company SEC Documents”). As of their respective dates dates, or, if amended, as of the date of the last such amendment, the Company Bidder SEC Documents complied complied, or if not yet filed or furnished, will comply, in all material respects with the applicable requirements of the Securities Act and the Exchange Act and the Sarbanes Oxley Act of 2002 (the "▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act"), as the case may be, and the applicable rules and regulations promulgated thereunder, and none of the Company Bidder SEC Documents contained contained, or if not yet filed or furnished, will contain, any untrue statement of a material fact or omitted to state any material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they were made, made not misleading, except that information set forth in the Company SEC Documents as of a later date (but before the date of this Agreement) will be deemed to modify information as of an earlier date. (b2) The consolidated financial statements (including all related notes and schedules) of the Company Bidder included in the Company Bidder SEC Documents compiled (or, in the case of Bidder SEC Documents filed after the date of the Agreement, will comply) as to form in all material respects with the applicable accounting requirements and the published rules and regulations of the SEC with respect thereto in effect at the time of such filing and fairly present (or, in the case of Bidder SEC Documents filed after the date of the Agreement, will fairly present) in all material respects the consolidated financial position of the Company Bidder and its consolidated Subsidiaries, as at the respective dates thereof, and the consolidated results of their operations and their consolidated cash flows for the respective periods then ended (subject, in the case of the unaudited statements, to normal year-end audit adjustments and to any other adjustments described therein, including the notes thereto) in conformity with United States generally accepted accounting principles (“GAAP”) US GAAP (except, in the case of the unaudited statements, as to the extent permitted by the SEC) applied on a consistent basis during the periods involved (except as may be indicated therein or in the notes thereto).

Reports and Financial Statements. (a) The Company and each of its Subsidiaries Broadcom has timely filed with or furnished to the SEC all formsreports, schedules, statements and other documents and reports required to be filed or furnished prior by it under the Securities Act or the Exchange Act, including all certifications required pursuant to the date hereof by it with the Securities and Exchange Commission ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act, since November 1, 2015 (the “SEC”) since January 1, 2009 (the “Company Broadcom SEC Documents”). As of their respective dates dates, or, if amendedamended prior to the date hereof, as of the date of (and giving effect to) the last such amendment, the Company Broadcom SEC Documents complied in all material respects with the requirements of the Securities Act and the Exchange Act, as the case may be, and the applicable rules and regulations promulgated thereunder, and none of the Company Broadcom SEC Documents contained any untrue statement of a material fact or omitted to state any material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they were made, not misleading, except that information set forth in the Company SEC Documents as of a later date (but before the date of this Agreement) will be deemed to modify information as of an earlier date. (b) The consolidated financial statements (including all related notes and schedules) of the Company Broadcom included in the Company Broadcom SEC Documents when filed complied as to form in all material respects with the applicable accounting requirements and the published rules and regulations of the SEC with respect thereto in effect at the time of such filing and fairly present in all material respects the consolidated financial position of the Company Broadcom and its consolidated Subsidiaries, as at the respective dates thereof, and the consolidated results of their operations and their consolidated cash flows for the respective periods then ended (subject, in the case of the unaudited statements, to normal year-end audit adjustments and to any other adjustments described therein, including the notes thereto) in conformity with United States generally accepted accounting principles (“GAAP”) GAAP (except, in the case of the unaudited statements, as to the extent permitted by the SEC) applied on a consistent basis during the periods involved (except as may be indicated therein or in the notes thereto).

Reports and Financial Statements. (a) The Since December 31, 2012 through the date of this Agreement, the Company and each of its Subsidiaries has filed or furnished all forms, documents and reports (including exhibits and other information incorporated therein) required to be filed or furnished prior to the date hereof by it with the Securities and Exchange Commission (the “SEC”) since January 1, 2009 SEC (the “Company SEC Documents”). As of their respective dates dates, or, if amended, as of the date of (and giving effect to) the last such amendment, the Company SEC Documents complied in all material respects with the requirements of the Securities Act, the Exchange Act and the Exchange S▇▇▇▇▇▇▇-▇▇▇▇▇ Act, as the case may be, and the applicable rules and regulations promulgated thereunder, and none of the Company SEC Documents contained any untrue statement of a material fact or omitted to state any material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they were made, not misleading, except that information set forth in the Company SEC Documents as of a later date (but before the date of this Agreement) will be deemed to modify information as of an earlier date. (b) The consolidated financial statements (including all related notes and schedules) of the Company included in the Company SEC Documents when filed complied as to form in all material respects with the applicable accounting requirements and the published rules and regulations of the SEC with respect thereto in effect at the time of such filing and fairly present in all material respects the consolidated financial position of the Company and its the consolidated Company Subsidiaries, as at the respective dates thereof, and the consolidated results of their operations and their consolidated cash flows for the respective periods then ended (subject, in the case of the unaudited statements, to normal year-end audit adjustments and to any other adjustments described therein, including the notes thereto) in conformity with United States generally accepted accounting principles Generally Accepted Accounting Principles (“GAAP”) (except, in the case of the unaudited statements, as to the extent permitted by the SEC) applied on a consistent basis during the periods involved (except as may be indicated therein or in the notes thereto).

Reports and Financial Statements. (a) The Company has previously furnished each Initial Purchaser with true and each complete copies, as amended or supplemented, of the following documents, to the extent not available on the EDGAR system (i) Annual Report on Form 10-K for the year ended ▇▇▇▇mber 31, 2001, as filed with the Commission, (ii) proxy statements relating to all meetings of its Subsidiaries has shareholders (whether annual or special) since June 1, 2002 and (iii) all other reports or registration statements filed by the Company with the SEC since December 31, 2001 (such reports, registration statements and other filings, together with any amendments or furnished supplements thereto, are collectively referred to as the "the Company Commission Filings"). The Company Commission Filings constituted all forms, of the documents and reports required to be filed or furnished prior to by the date hereof by it Company with the Securities and Exchange Commission (the “SEC”) since January 1December 31, 2009 (the “Company SEC Documents”)2001. As of their respective dates ordates, if amended, such Company's Commission Filings (as of the date of the last such amendment, the Company SEC Documents amended or supplemented) complied in all material respects with the requirements of the Securities Act and the Exchange Act, as the case may be, Act and the applicable rules and regulations of the Commission promulgated thereunder, and none of the Company SEC Documents contained 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 to make the statements therein, in light of the circumstances under which they were made, not misleading, except that information set forth in the Company SEC Documents as of a later date (but before the date of this Agreement) will be deemed to modify information as of an earlier date. (b) . The audited consolidated financial statements (including all related notes and schedules) any unaudited interim financial statements of the Company included in the Company SEC Documents fairly present such Company's Commission Filings comply as to form in all material respects with applicable accounting requirements and the consolidated financial position published rules and regulations of the Company and its consolidated Subsidiaries, as at the respective dates thereofCommission with respect thereto, and the consolidated results of their operations and their consolidated cash flows for the respective periods then ended (subject, have been prepared in the case of the unaudited statements, to normal year-end audit adjustments and to any other adjustments described therein, including the notes thereto) in conformity accordance with United States generally accepted accounting principles (“GAAP”) (except, in the case of the unaudited statements, as permitted by the SEC) applied on a consistent basis during the periods involved GAAP (except as may be indicated therein or in the notes thereto)thereto and, in the case of the quarterly financial statements, as permitted by Form 10-Q under the Exchange Act) and fairly present in all material respects the financial position of the Company at the dates thereof and the results of its operations and its cash flows for the periods then ended.

Reports and Financial Statements. (a) The Company and each of its Subsidiaries has filed or furnished furnished, as applicable, all forms, documents documents, reports, schedules, statements, amendments and reports certifications required to be filed or furnished by it with the SEC prior to the date hereof by it with the Securities and Exchange Commission (the “SEC”) since January 1, 2009 of this Agreement (the “Company SEC Documents”). As ) since August 1, 2021, each of their respective dates which, in each case as of its date, or, if amended, as of finally amended prior to the date of the last such amendmentthis Agreement, the Company SEC Documents complied as to form in all material respects with the applicable requirements of the Securities Act, the Exchange Act and the Exchange ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act, as the case may be, and no Company SEC Document as of its date (or, if amended or superseded by a filing prior to the applicable rules and regulations promulgated thereunderdate of this Agreement, and none as of the Company SEC Documents date of such amended or superseding filing) 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 therein, in light of the circumstances under which they were made, not misleading, except that information set forth in the Company SEC Documents as of a later date (but before the date of this Agreement) will be deemed to modify information as of an earlier date. (b) The consolidated financial statements (including all related notes and schedules) of the Company included in the Company SEC Documents (or, if any such Company SEC Document is amended or superseded by a filing prior to the date of this Agreement, such amended or superseding Company SEC Document) fairly present presented in all material respects the consolidated financial position of the Company and its consolidated Subsidiaries, as at the respective dates thereof, and the consolidated results of their operations and their consolidated cash flows for the respective periods then ended (subject, in the case of the unaudited statements, to normal year-end audit adjustments and to any other adjustments described therein, including the notes thereto) and were prepared in conformity with United States generally accepted accounting principles (“GAAP”) GAAP (except, in the case of the unaudited financial statements, as permitted by the SEC) applied on a consistent basis during the periods involved (except as may be indicated therein or in the notes thereto).

Reports and Financial Statements. (a) The Company and each of its Subsidiaries HD has filed or furnished all forms, documents and reports required to be filed or furnished prior with the SEC pursuant to the date hereof by it with the Securities and Exchange Commission (the “SEC”) Act since January 1, 2009 1993 including, without limitation, an Annual Report on Form 10-K for the year ended December 31, 1994 (collectively, the “Company "HD SEC Documents”Reports"), and has previously furnished or made available to TM true and complete copies of all such HD SEC Reports (including any amendments thereto) and will promptly deliver to TM any HD SEC Reports (including any amendments thereto) filed between the date hereof and the Effective Time. As None of such HD SEC Reports, as of their respective dates or, if amended, (as of amended through the date of hereof), contained or with respect to HD SEC Reports filed after the last such amendmentdate hereof, the Company SEC Documents complied in all material respects with the requirements of the Securities Act and the Exchange Actwill contain, as the case may be, and the applicable rules and regulations promulgated thereunder, and none of the Company SEC Documents contained any untrue statement of a material fact or omitted to state any a material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they were made, not misleading, except that information set forth in the Company SEC Documents as of a later date (but before the date of this Agreement) will be deemed to modify information as of an earlier date. (b) . The consolidated financial statements (including all related notes and schedules) of the Company included in the Company HD SEC Documents fairly present Reports, in all material respects respects, present fairly the consolidated financial position of the Company HD and its consolidated Subsidiaries, subsidiaries as at of the respective dates thereof, and the consolidated results of their operations and their consolidated the cash flows flow of HD and its subsidiaries for the respective periods then ended (or as of the respective dates set forth therein, all in conformity with generally accepted accounting principles consistently applied during the periods involved, except as otherwise noted therein and subject, in the case of the unaudited interim financial statements, to normal year-end audit adjustments and to any other adjustments described therein, including the notes thereto) in conformity with United States generally accepted accounting principles (“GAAP”) (except, in the case of the unaudited statements, as permitted by the SEC) applied on a consistent basis during the periods involved (except as may be indicated therein or in the notes thereto).

Reports and Financial Statements. (a) The Company and each of its Subsidiaries has filed or furnished all forms, documents and reports (including exhibits) required to be filed or furnished prior to the date hereof of this Agreement by it with the Securities and Exchange Commission (the “SEC”) since January 1December 31, 2009 2003 (the “Company SEC Documents”). As of their respective dates dates, or, if amended, as of the date of the last such amendment, the Company SEC Documents complied in all material respects with the requirements of the Securities Act of 1933 and the Exchange Act, as the case may be, and the applicable rules and regulations promulgated thereunder, and none of the Company SEC Documents contained any untrue statement of a material fact or omitted to state or incorporate by reference any material fact required to be stated or incorporated by reference therein or necessary to make the statements therein, in light of the circumstances under which they were made, not misleading, except that information set forth in . No Subsidiary of the Company SEC Documents as of a later date (but before is required to file any form or report with the date of this Agreement) will be deemed to modify information as of an earlier dateSEC. (b) The consolidated financial statements (including all related notes and schedules) of the Company included in the Company SEC Documents have been prepared in accordance with GAAP and fairly present in all material respects the consolidated financial position of the Company and its consolidated Subsidiaries, as at the respective dates thereof, and the consolidated results of their operations and their consolidated cash flows for the respective periods then ended (subject, in the case of the unaudited statements, to normal year-end audit adjustments and to any other adjustments described therein, including the notes thereto) in conformity with United States generally accepted accounting principles (“GAAP”) GAAP (except, in the case of the unaudited statements, as permitted by the SEC) applied on a consistent basis during the periods involved (except as may be indicated therein or in the notes thereto). Since January 1, 2006, there has been no material change in the Company’s accounting methods or principles that would be required to be disclosed in the Company’s financial statements in accordance with GAAP, except as described in the notes to such Company financial statements.

Reports and Financial Statements. (a) The From April 1, 2011 through the date of this Agreement, the Company and each of its Subsidiaries has filed or furnished all forms, documents and reports required to be filed or furnished prior to the date hereof by it with the Securities and Exchange Commission (the “SEC”) since January 1, 2009 SEC (the “Company SEC Documents”). As of their respective dates dates, or, if amended, as of the date of (and giving effect to) the last such amendment, the Company SEC Documents complied in all material respects with the requirements of the Securities Act and the Exchange Act, as the case may be, and the applicable rules and regulations promulgated thereunder, and none of the Company SEC Documents contained any untrue statement of a material fact or omitted to state any material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they were made, not misleading, except that information set forth in the Company SEC Documents as of a later date (but before the date of this Agreement) will be deemed to modify information as of an earlier date. (b) The consolidated financial statements (including all related notes and schedules) of the Company included in the Company SEC Documents when filed complied as to form in all material respects with the applicable accounting requirements and the published rules and regulations of the SEC with respect thereto in effect at the time of such filing and fairly present in all material respects the consolidated financial position of the Company and its consolidated Subsidiaries, as at the respective dates thereof, and the consolidated results of their operations and their consolidated cash flows for the respective periods then ended (subject, in the case of the unaudited statements, to normal year-end audit adjustments and to any other adjustments described therein, including the notes thereto) in conformity with United States generally accepted accounting principles Generally Accepted Accounting Principles (“GAAP”) (except, in the case of the unaudited statements, as to the extent permitted by the SEC) applied on a consistent basis during the periods involved (except as may be indicated therein or in the notes thereto).

Reports and Financial Statements. (a) The Company and each of its Subsidiaries has filed or furnished all forms, documents and reports required to be filed or furnished prior to the date hereof by it with the Securities and Exchange Commission (the “"SEC”") since January 1all forms, 2009 statements, reports and documents (including all exhibits, amendments and supplements thereto) required to be filed by it under each of the Securities Act of 1933 (the “Company SEC Documents”"Securities Act"). As , the Securities Exchange Act of their 1934 (the "Exchange Act") and the respective dates orrules and regulations thereunder, if amendedall of which, as of the date of the last such amendmentamended if applicable, the Company SEC Documents complied in all material respects with the all applicable requirements of the Securities Act appropriate act and the Exchange Act, as the case may be, and the applicable rules and regulations promulgated thereunder. The Company has previously delivered to the Purchaser copies of its Form 10-Q, as well as the Form 10-K for the year ended September 30, 2000. As of their respective dates, the Form 10-Q and none of the Company SEC Documents contained Form 10-K 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 to make the statements therein, in light of the circumstances under which they were made, not misleading, except that information set forth in the Company SEC Documents as of a later date (but before the date of this Agreement) will be deemed to modify information as of an earlier date. (b) . The consolidated financial statements (including all related notes and schedules) of the Company included in such reports (collectively the Company SEC Documents fairly present "Company's Financial Statements") have been prepared in all material respects the consolidated financial position of the Company and its consolidated Subsidiaries, as at the respective dates thereof, and the consolidated results of their operations and their consolidated cash flows for the respective periods then ended (subject, in the case of the unaudited statements, to normal year-end audit adjustments and to any other adjustments described therein, including the notes thereto) in conformity accordance with United States generally accepted accounting principles (“GAAP”) (except, in the case of the unaudited statements, as permitted by the SEC) applied on a consistent basis during the periods involved (except as may be indicated therein or in the notes thereto)) and fairly present the financial position of the Company as of the dates thereof and the results of operations and changes in financial position for the periods then ended, subject, in the case of the unaudited interim financial statements, to normal year-end and audit adjustments and any other adjustments described therein.

Reports and Financial Statements. (a) The Company and each of its Subsidiaries Media Metrix has timely filed or furnished with the SEC all forms, reports, schedules, statements and other documents and reports required to be filed or furnished prior to the date hereof by it with since May 6, 1999 under the Securities and Act or the Exchange Commission Act (such documents, as supplemented or amended since the “SEC”) since January 1time of filing, 2009 (the “Company "Media Metrix SEC Documents”Reports"). As of their respective dates or, if amended, as of the date of the last such amendmentdates, the Company Media Metrix SEC Documents Reports, including any financial statements or schedules included or incorporated by reference therein, at the time filed (and, in the case of registration statements and proxy statements, on the dates of effectiveness and the dates of mailing, (i) complied in all material respects with the applicable requirements of the Securities Act and the Exchange Act, Act (including requirements as to the case may befiling of Exhibits), and the applicable rules and regulations promulgated thereunder, and none of the Company SEC Documents contained (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 to make the statements therein, in light of the circumstances under which they were made, not misleading, except that information set forth in the Company SEC Documents as of a later date (but before the date of this Agreement) will be deemed to modify information as of an earlier date. (b) . The audited consolidated financial statements and unaudited consolidated interim financial statements included or incorporated by reference in the Media Metrix SEC Reports (including all any related notes and schedules) of the Company included in the Company SEC Documents fairly present present, in all material respects respects, the consolidated financial position of the Company Media Metrix and its consolidated Subsidiaries, Subsidiaries as at of the respective dates thereof, thereof and the consolidated results of their operations and their consolidated cash flows and other information included therein for the respective periods then ended set forth therein, in each case in accordance with GAAP consistently applied during the periods involved (except as otherwise disclosed in the notes thereto) and subject, in the case of the unaudited interim financial statements, to normal year-end audit adjustments and to any other adjustments described thereinthat would not, including the notes thereto) in conformity with United States generally accepted accounting principles (“GAAP”) (except, in the case of the unaudited statements, as permitted by the SEC) applied on a consistent basis during the periods involved (except as may be indicated therein individually or in the notes thereto)aggregate, be material in amount or effect.

Reports and Financial Statements. (a) The Company has previously -------------------------------- furnished or made available to each Purchaser complete and each accurate copies, as amended or supplemented, and all reports and other documents filed by the Company with the Securities Exchange Commission (the "SEC") pursuant to the Exchange Act (collectively, the "Company SEC Filings"). The Company SEC Filings constitute all of its Subsidiaries has filed or furnished all forms, the documents and reports required to be filed or furnished prior to by the date hereof by it Company under the Exchange Act with the Securities and Exchange Commission (the “SEC”) since January 1, 2009 (the “Company SEC Documents”). As of their respective dates or, if amended, as of through the date of the last such amendment, the this Agreement. The Company SEC Documents Filings complied as to form in all material respects with the requirements of the Securities Exchange Act and the Exchange Act, as the case may be, and the applicable rules and regulations promulgated thereunderthereunder when filed. As of their respective dates, and none of the Company SEC Documents contained Filings 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 to make the statements therein, in light of the circumstances under which they were made, not misleading, except that information set forth in the Company SEC Documents as of a later date (but before the date of this Agreement) will be deemed to modify information as of an earlier date. (b) . The consolidated audited financial statements (including all related notes and schedules) unaudited interim financial statements of the Company included in the Company SEC Documents fairly present Filings (i) complied as to form in all material respects with applicable accounting requirements and the consolidated financial position published rules and regulations of the Company and its consolidated SubsidiariesSEC with respect thereto when filed, as at the respective dates thereof, and the consolidated results of their operations and their consolidated cash flows for the respective periods then ended (subject, ii) were prepared in the case of the unaudited statements, to normal year-end audit adjustments and to any other adjustments described therein, including the notes thereto) in conformity accordance with United States generally accepted accounting principles (“GAAP”) (except, in the case of the unaudited statements, as permitted by the SEC) GAAP applied on a consistent basis during throughout the periods involved covered thereby (except as may be indicated therein or in the notes thereto, and in the case of quarterly financial statements, as permitted by Form 10-Q under the Exchange Act), (iii) fairly present the consolidated financial condition, results of operations and cash flows of the Company as of the respective dates thereof and for the periods referred to therein, and (iv) are consistent with the books and records of the Company.

Reports and Financial Statements. (a) The Company and each of its Subsidiaries Buyer has filed or furnished all forms, reports and documents and reports required to be filed by Buyer under Section 13 or furnished prior to subsections (a) or (c) of Section 14 of the date hereof by it Exchange Act after August 4, 2000 with the Securities and Exchange Commission (the “"SEC”"), and has made available to the Company such forms, reports and documents in the form filed with the SEC. All such required forms, reports and documents (including those that Buyer may file subsequent to the date hereof until the Closing) since January 1, 2009 (are referred to herein as the “Company SEC Documents”)"Buyer Reports". As of their respective dates or, if amended, as of the date of the last such amendmentfiling dates, the Company SEC Documents Buyer Reports (i) complied in all material respects with the requirements of the Securities Exchange Act and the Exchange Act, as the case may be, and the applicable rules and regulations promulgated thereunder, and none of the Company SEC Documents contained thereunder applicable to such Buyer Reports and (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 date of such filing) 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 therein, in light of the circumstances under which they were made, not misleading, except that information set forth in the Company SEC Documents as of a later date (but before the date of this Agreement) will be deemed to modify information as of an earlier date. (b) The Each of the consolidated financial statements of Buyer (including all related including, in such case, the notes and schedulesthereto) of the Company included in the Company Prospectus of the Buyer filed with the SEC Documents fairly present on August 4, 2000 pursuant to Rule 424 under the Securities Act (the "Prospectus") or in the Buyer Reports, including each such Buyer Report filed after the date hereof until the Closing, (i) complied as to the form in all material respects with applicable accounting requirements and the consolidated financial position published rules and regulations of the Company and its consolidated SubsidiariesSEC with respect thereto, as at the respective dates thereof, and the consolidated results of their operations and their consolidated cash flows for the respective periods then ended (subject, ii) was prepared in the case of the unaudited statements, to normal year-end audit adjustments and to any other adjustments described therein, including the notes thereto) in conformity accordance with United States generally accepted accounting principles (“GAAP”) (except, in the case of the unaudited statements, as permitted by the SEC) GAAP applied on a consistent basis during throughout the periods involved indicated (except as may be indicated therein or in the notes theretothereto or, in the case of unaudited statements, as may be permitted by the SEC), (iii) fairly presented in all material respects the consolidated financial position of Buyer as at the respective dates thereof and the consolidated results of operations and cash flows of the Buyer as of the respective dates thereof and for the periods referred to therein (subject, in the case of unaudited financial statements, to normal audit adjustments), and (iv) are consistent with the books and records of the Buyer. There has been no material change in Buyer's accounting policies except as described in the notes to the consolidated financial statements of the Buyer.

Reports and Financial Statements. (a) The Company and Company, each of its Subsidiaries has and each of the Funds have timely filed or furnished (i) all reports, schedules, forms, statements and other documents and reports (other than Tax Returns), together with any amendments made with respect thereof (collectively, "Reports"), required to be filed by them with the SEC and (ii) all material Reports required to be filed by them with any other Governmental Authority since January 1, 1998 (the items described in clauses (i) and (ii), collectively, including all exhibits thereto, the "Regulatory Reports") and have paid all fees and assessments due and payable in connection therewith. No Subsidiary of the Company is required to file any report, schedule, form, statement or furnished other document with the SEC. None of the reports, schedules, forms, statements and other documents filed by the Company, any of its Subsidiaries or Funds with any Governmental Authority since January 1, 1998, as of their respective dates (and, if amended or superseded by a filing prior to the date hereof by it with the Securities and Exchange Commission (the “SEC”) since January 1of this Agreement, 2009 (the “Company SEC Documents”). As of their respective dates or, if amended, as of then on the date of the last such amendmentfiling), the Company SEC Documents complied in all material respects with the requirements of the Securities Act and the Exchange Act, as the case may be, and the applicable rules and regulations promulgated thereunder, and none of the Company SEC Documents contained any untrue statement of a material fact or omitted to state any a material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they were made, not misleading, except that information set forth in . Each of the Company SEC Documents as of a later date (but before the date of this Agreement) will be deemed to modify information as of an earlier date. (b) The audited consolidated financial statements and unaudited interim financial statements (including all the related notes and schedulesnotes) of the Company included in the Company SEC Documents fairly present Regulatory Reports filed with any Self-Regulatory Organization complied as to form, as of its respective date of filing with such Self-Regulatory Organization, in all material 20 23 respects with applicable accounting requirements and the consolidated financial position published rules and regulations of the Company and its consolidated SubsidiariesSelf Regulatory Organization with respect thereto, as at the respective dates thereof, and the consolidated results of their operations and their consolidated cash flows for the respective periods then ended (subject, have been prepared in the case of the unaudited statements, to normal year-end audit adjustments and to any other adjustments described therein, including the notes thereto) in conformity accordance with United States generally accepted accounting principles (“GAAP”) GAAP (except, in the case of the unaudited statements, as permitted by Form 10-Q of the SEC) applied on a consistent basis during the periods involved (except as may be indicated therein or in the notes thereto) and present fairly, in all material respects, the consolidated financial position and consolidated results of operations and cash flows of the Company and each Subsidiary of the Company as of the respective dates or for the respective periods set forth therein, all in conformity with GAAP consistently applied during the periods involved except as otherwise noted therein, and subject, in the case of the unaudited interim financial statements, to normal and recurring year-end adjustments that are not material. All of such Regulatory Reports, as of their respective dates (and as of the date of any amendment to the respective Regulatory Report prior to the date of this Agreement), complied in all material respects with the applicable requirements of Applicable Law.

Reports and Financial Statements. ‌ (ai) The Company and each of its Subsidiaries Since January 1, 2021, Sun has filed or furnished all formscirculars, notices, prospectuses, resolutions, reports (including annual financial reports, half yearly financial reports and interim management statements) and other documents and reports or announcements (including notifications to a RIS (as defined in the U.K. Listing Rules) or published via the website ▇▇▇.▇▇▇▇▇▇▇▇.▇▇▇) required to be filed or furnished prior to the date hereof by it with under the Securities and Exchange Commission U.K. Listing Rules, the Prospectus Regulation Rules, the DTRs and/or the Act (the “SEC”) since January 1, 2009 (the “Company SEC Sun Public Documents”). As of their respective dates dates, or, if amendedamended prior to the date hereof, as of the date of (and giving effect to) the last such amendment, the Company SEC Sun Public Documents complied in all material respects with the requirements of the Securities Act U.K. Listing Rules, the Irish Listing Rules, the Prospectus Regulation Rules, the DTR, any Market Abuse Law and the Exchange Act, as the case may be, and the applicable rules and regulations promulgated thereunderrespectively, and none of the Company SEC Sun Public Documents contained any untrue statement of a material fact or omitted to state any material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they were made, not misleading, except that information set forth in the Company SEC Documents as of a later date (but before the date of this Agreement) will be deemed to modify information as of an earlier date. (bii) The consolidated financial statements (including all related notes and schedules) of the Company Sun included in the Company SEC Sun Public Documents when filed complied as to form in all material respects with the applicable accounting requirements and the published rules and regulations of the Act with respect thereto in effect at the time of such filing and fairly present in all material respects the consolidated financial position of the Company Sun and its consolidated Subsidiaries, as at the respective dates thereof, and the consolidated results of their operations and their consolidated cash flows for the respective periods then ended (subject, in the case of the unaudited statements, to normal year-end audit adjustments and to any other adjustments described therein, including the notes thereto) in conformity with United States generally accepted accounting principles (“GAAP”) IFRS EU (except, in the case of the unaudited statements, as to the extent permitted by the SECAct) applied on a consistent basis during the periods involved (except as may be indicated therein or in the notes thereto).

Reports and Financial Statements. (a) The Company and each of its Subsidiaries has filed or furnished all forms, documents and reports required to be filed or furnished prior delivered to the date hereof Purchasers true and complete copies of the Company's Form 10-K for the year ended December 31, 1998, the Company's Proxy Statement in connection with the 1999 Annual Meeting of Stockholders and all Forms 10-Q and 8-K filed by it the Company with the Securities and Exchange Commission (the “"SEC”") since after January 1, 2009 1999, in each case without exhibits thereto (the “Company "SEC Documents”Reports"). As of their respective dates or, if amended, as of the date of the last such amendmentfiling dates, the Company SEC Documents complied Reports were prepared in all material respects in accordance with the requirements of the Securities Act and or the Exchange Act, as the case may be, and the applicable rules and regulations promulgated thereunder, and none of the SEC thereunder applicable to such Company SEC Documents contained Reports. The Company SEC Reports, when read as a whole, as updated by the Offering Circular, do not contain any untrue statement statements of a material fact or omitted and do not omit to state any a material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they were made, not misleading, except that information set forth in the Company SEC Documents as of a later date (but before the date of this Agreement) will be deemed to modify information as of an earlier date. (b) . The audited consolidated financial statements (including all related notes and schedules) unaudited interim financial statements of the Company included in the Company SEC Documents fairly present Reports have been prepared in all material respects the consolidated financial position of the Company and its consolidated Subsidiaries, as at the respective dates thereof, and the consolidated results of their operations and their consolidated cash flows for the respective periods then ended (subject, in the case of the unaudited statements, to normal year-end audit adjustments and to any other adjustments described therein, including the notes thereto) in conformity accordance with United States generally accepted accounting principles (“GAAP”) (except, in the case of the unaudited statements, as permitted by the SEC) applied on a consistent basis during the periods involved (except as may be indicated therein or in the notes thereto).) and fairly present, in all material respects, the financial position of the Company as at the dates thereof and the results of its operations and cash flows for the periods then ended subject, in the case of the unaudited interim financial statements, to normal year-end adjustments and any other adjustments described in such financial statements. 4

Reports and Financial Statements. (a) The Company and each of its Subsidiaries has filed or furnished all forms, documents and reports required to be filed or furnished prior to the date hereof by it with the Securities and Exchange Commission (the “SEC”) SEC on a timely basis since January 1, 2009 2021 (together with any documents so filed or furnished during such period on a voluntary basis, in each case as may have been amended, the “Company SEC Documents”). As Each of their respective dates or, if amended, as of the date of the last such amendment, the Company SEC Documents complied as to form in all material respects with the applicable requirements of the Securities Act, the Exchange Act and the Exchange Act▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act and the rules and regulations promulgated under any such law, as the case may be. As of the date filed or furnished with the SEC, and the applicable rules and regulations promulgated thereunder, and none of the Company SEC Documents contained any untrue statement of a material fact or omitted to state any material fact required to be stated therein or necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading, except that information set forth in the Company SEC Documents as of a later date (but before the date of this Agreement) will be deemed to modify information as of an earlier date. (b) The consolidated financial statements (including all related notes and schedules) of the Company included in the Company SEC Documents fairly present in all material respects the consolidated financial position of the Company and its consolidated Subsidiaries, as at the respective dates thereof, and the consolidated results of their operations and their consolidated cash flows for the respective periods then ended (subject, in the case of the unaudited statements, to normal year-end audit adjustments and to any other adjustments described therein, including the notes thereto) and were prepared in conformity with United States generally accepted accounting principles (“GAAP”) GAAP (except, in the case of the unaudited financial statements, as permitted by the SEC) applied on a consistent basis during the periods involved referred to therein (except as may be indicated therein or in the notes thereto).

Reports and Financial Statements. (a) The Since January 1, 2003, the Company and each of its Subsidiaries has filed or furnished with the SEC all material forms, statements, reports and documents (including all exhibits, post-effective amendments and reports supplements thereto) (the “Company SEC Reports”) required to be filed by it under each of the Securities Act of 1933, as amended, the Exchange Act and the respective rules and regulations thereunder, all of which, as amended if applicable, complied when filed, or furnished amended, in all material respects with all applicable requirements of the appropriate act and the rules and regulations thereunder. As of their respective dates, the Company SEC Reports filed with the SEC prior to the date hereof by it with the Securities and Exchange Commission (the “SEC”) since January 1, 2009 (the “Company SEC Documents”). As of their respective dates or, if amended, as of the date of the last such amendment, the Company SEC Documents complied in all material respects with the requirements of the Securities Act and the Exchange Act, as the case may be, and the applicable rules and regulations promulgated thereunder, and none of the Company SEC Documents contained 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 to make the statements therein, in light of the circumstances under which they were made, not misleading, except that information set forth in to the extent corrected by a subsequently filed Company SEC Documents as of a later date (but before Report filed with the SEC prior to the date of this Agreement) will be deemed to modify information as of an earlier datehereof. (b) The audited consolidated financial statements (including all related notes and schedules) unaudited financial statements of the Company included in the Company’s Annual Report on Form 10-K for the fiscal years ended June 30, 2005 and June 30, 2006, respectively, and the Company’s Quarterly Report on Form 10-Q for the quarterly period ended September 30, 2006 (collectively, the “Company Financial Statements”), have been prepared in accordance with generally accepted accounting principles (except, with respect to any unaudited financial statements, as permitted by applicable SEC Documents rules or requirements) applied on a consistent basis (except as may be indicated therein or in the notes thereto) and fairly present in all material respects the consolidated financial position of the Company and its consolidated Subsidiaries, subsidiaries as at of the respective dates thereof, thereof and the consolidated results of their consolidated operations and their consolidated cash flows changes in financial position for the respective periods then ended (subject, subject in the case of the any unaudited interim financial statements, to normal year-end audit adjustments and to any other adjustments described therein, including the notes thereto) in conformity with United States generally accepted accounting principles (“GAAP”) (except, in the case of the unaudited statements, as permitted by the SEC) applied on a consistent basis during the periods involved (except as may be indicated therein or in the notes theretoadjustments).

Reports and Financial Statements. (a) The Company and each of its Subsidiaries has filed or furnished all forms, documents and reports required to be filed or furnished prior to the date hereof by it with the Securities and Exchange Commission (the “SEC”) SEC since January 1February 27, 2009 2010 (the “Company SEC Documents”). As , each of their respective dates which, in each case as of its date, or, if amended, as of finally amended prior to the date of the last such amendmentthis Agreement, the Company SEC Documents complied in all material respects with the applicable requirements of the Securities Act and the Exchange Act, as the case may be, and the applicable rules and regulations promulgated thereunderthereunder except as addressed through resolved comments of the staff of the SEC that are publicly available on ▇▇▇▇▇ or have been otherwise provided to Offeror prior to the date hereof, and none of the Company SEC Documents contained any untrue statement of a material fact or omitted to state any material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they were made, not misleading, except that information set forth in the Company SEC Documents as of a later date (but before the date of this Agreement) will be deemed to modify information as of an earlier date. (b) The consolidated financial statements (including all related notes and schedules) of the Company included in the Company SEC Documents (if amended, as amended by the last such amendment prior to the date of this Agreement) fairly present presented in all material respects the consolidated financial position of the Company and its consolidated Subsidiaries, as at the respective dates thereof, and the consolidated results statements of their operations earnings and their consolidated statements of cash flows for the respective periods then ended (subject, in the case of the unaudited statements, to normal year-end audit adjustments and to any other adjustments described therein, including the notes thereto) in conformity with United States generally accepted accounting principles (“GAAP”) GAAP (except, in the case of the unaudited statements, as permitted by the SEC) applied on a consistent basis during the periods involved (except as may be indicated therein or in the notes thereto). There are no off-balance sheet arrangements of any type (including any off-balance sheet arrangement required to be disclosed pursuant to Item 303(a)(4) of Regulation S-K promulgated under the Securities Act) that have not been so described in the Company SEC Documents nor any obligations to enter into any such arrangements.

Reports and Financial Statements. (ai) The Company and each Since January 1, 2018 through the date of its Subsidiaries this Agreement, Strongbridge has filed or furnished all forms, documents and reports (including exhibits and other information incorporated therein) required to be filed or furnished prior to the date hereof by it with the Securities and Exchange Commission SEC (the “SEC”) since January 1, 2009 (the “Company Strongbridge SEC Documents”). As of their respective dates dates, or, if amended, as of the date of the last such amendment, the Company Strongbridge SEC Documents complied in all material respects with the requirements of the Securities Act, the Exchange Act and the Exchange ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act of 2002, as amended (the “▇▇▇▇▇▇▇▇- ▇▇▇▇▇ Act”), as the case may be, and the applicable rules and regulations promulgated thereunder, and none of the Company Strongbridge SEC Documents contained any untrue statement of a material fact or omitted to state any material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they were made, made not misleading, except that information set forth in the Company SEC Documents as of a later date (but before the date of this Agreement) will be deemed to modify information as of an earlier date. (bii) The consolidated financial statements (including all related notes and schedules) of the Company Strongbridge included in the Company Strongbridge SEC Documents when filed complied as to form in all material respects with the applicable accounting requirements and the published rules and regulations of the SEC with respect thereto in effect at the time of such filing and fairly present in all material respects the consolidated financial position of the Company Strongbridge and its consolidated Subsidiaries, as at the respective dates thereof, and the consolidated results of their operations and their consolidated cash flows for the respective periods then ended (subject, in the case of the unaudited statements, to normal year-end audit adjustments and to any other adjustments described therein, including the notes thereto) in conformity with United States generally accepted accounting principles (“GAAP”) U.S. GAAP (except, in the case of the unaudited statements, as to the extent permitted by the SEC) applied on a consistent basis during the periods involved (except as may be indicated therein or in the notes thereto).

Reports and Financial Statements. (a) The Company and each of its Subsidiaries has filed or furnished all forms, documents and reports required to be filed or furnished prior Prior to the date hereof by it execution hereof, the Company has delivered to the Purchaser true and complete copies of the Company’s most recently filed Form 10-KSB, as amended, and the Proxy Statement in connection with the Securities Company’s most recent Annual Meeting of Stockholders and Exchange Commission all Forms 10-Q and 8-K filed by the Company with the SEC after January 1, 2008, in each case without exhibits thereto (the “SEC”) since January 1, 2009 (the “Company SEC DocumentsReports”). As of their respective dates or, if amended, as of the date of the last such amendmentfiling dates, the Company SEC Documents complied Reports were prepared in all material respects in accordance with the requirements of the Securities Act and or the Exchange Act, as the case may be, and the applicable rules and regulations promulgated thereunder, and none of the Company SEC Documents contained thereunder applicable to such SEC Reports. The SEC Reports, as they may be updated by any supplement or amendment to an SEC Report, do not contain any untrue statement statements of a material fact or omitted and do not omit to state any a material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they were made, not misleading, except that information set forth in the Company SEC Documents as of a later date (but before the date of this Agreement) will be deemed to modify information as of an earlier date. (b) . The audited consolidated financial statements (including all related notes and schedules) unaudited interim financial statements of the Company included in the Company SEC Documents fairly present Reports have been prepared in all material respects the consolidated financial position of the Company and its consolidated Subsidiaries, as at the respective dates thereof, and the consolidated results of their operations and their consolidated cash flows for the respective periods then ended (subject, in the case of the unaudited statements, to normal year-end audit adjustments and to any other adjustments described therein, including the notes thereto) in conformity accordance with United States generally accepted accounting principles (“GAAP”) (except, in the case of the unaudited statements, as permitted by the SEC) applied on a consistent basis during the periods involved (except as may be indicated therein or in the notes thereto)) and fairly present, in all material respects, the financial position of the Company as at the dates thereof and the results of its operations and cash flows for the periods then ended subject, in the case of the unaudited interim financial statements, to normal year-end adjustments and any other adjustments described in such financial statements.

Reports and Financial Statements. (a) The Company and each of its Subsidiaries has filed or furnished all forms, documents and reports required to be filed or furnished prior to the date hereof by it with the Securities and Exchange Commission (the “SEC”) since January 1December 25, 2009 2005 (the “Company SEC Documents”). As of their respective dates dates, or, if amended, as of the date of the last such amendment, the Company SEC Documents complied in all material respects with the requirements of the Securities Act of 1933, as amended (the “Securities Act”), and the Exchange Act, as the case may be, and the applicable rules and regulations promulgated thereunder, and none of the Company SEC Documents contained any untrue statement of a material fact or omitted to state any material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they were made, not misleading, except that information set forth in . None of the Subsidiaries of the Company SEC Documents as of a later date (but before is, or at any time since December 25, 2005 has been, required to file any form or report with the date of this Agreement) will be deemed to modify information as of an earlier dateSEC. (b) The consolidated financial statements (including all related notes and schedules) of the Company included in the Company SEC Documents (including all related notes and schedules, where applicable) fairly present in all material respects the consolidated financial position of the Company and its consolidated Subsidiaries, as at the respective dates thereof, and the consolidated results of their operations and their consolidated cash flows for the respective periods then ended (subject, in the case of the unaudited statements, to normal year-end audit adjustments and to any other adjustments described therein, including the notes thereto) ), in conformity with United States generally accepted accounting principles (“GAAP”) (except, in the case of the unaudited statements, as permitted by the SEC) applied on a consistent basis during the periods involved (except as may be indicated therein or in the notes thereto), and comply as to form with applicable accounting requirements and the published rules and regulations of the SEC with respect thereto. Since December 25, 2005, there has been no material change in the Company’s accounting methods or principles that would be required to be disclosed in the Company’s financial statements in accordance with GAAP, except as described in the notes to such Company financial statements. (c) To the knowledge of the Company, there is no applicable accounting rule, consensus or pronouncement that, as of the date of this Agreement, has been adopted by the SEC, the Financial Accounting Standards Board or the Emerging Issues Task Force that is not in effect as of the date of this Agreement but that, if implemented, could reasonably be expected to have a Company Material Adverse Effect.

Reports and Financial Statements. (a) The Company and Except as set forth on Schedule 3.2(f), each of its Subsidiaries has form, report, schedule, registration statement, definitive proxy statement or other document filed or furnished all forms, documents and reports required to be filed or furnished prior to the date hereof by it PLC with the Securities and Exchange Commission (the “"SEC”") since January 1, 2009 1996 (as such documents have since the “Company time of their filing been amended, the "PLC Reports"), which include all the documents (other than preliminary proxy materials) that PLC was required to file with the SEC Documents”). As since such date, as of their respective dates ordates, if amended, as of the date of the last such amendment, the Company SEC Documents complied in all material respects with the requirements of the Securities Act and or the Exchange Act, as the case may be, and the applicable rules and regulations promulgated thereunder, and none of the Company SEC Documents thereunder applicable to such PLC Reports. None of the PLC Reports contained any untrue statement of a material fact or omitted to state any a material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they were made, not misleading, except that information set forth in the Company SEC Documents for such statements, if any, as of a later date (but before have been modified by subsequent filings prior to the date of this Agreement) will be deemed to modify information as of an earlier date. (b) hereof. The consolidated financial statements (including all related notes and schedules) of the Company PLC included in the Company SEC Documents fairly present such reports comply as to form in all material respects with applicable accounting requirements and with the consolidated financial position published rules and regulations of the Company and its consolidated SubsidiariesSEC with respect thereto, as at the respective dates thereof, and the consolidated results of their operations and their consolidated cash flows for the respective periods then ended (subject, have been prepared in accordance with accounting principles generally accepted in the case of United States applied on a consistent basis ("GAAP") during the unaudited statements, to normal year-end audit adjustments and to any other adjustments described therein, including periods involved (except as may be indicated in the notes thereto) in conformity with United States generally accepted accounting principles (“GAAP”) (exceptthereto or, in the case of the unaudited statements, as permitted by the SECSecurities Act or the Exchange Act) applied on a consistent basis during and fairly present (subject in the case of the unaudited statements to normal, recurring audit adjustments) the consolidated financial position of PLC and the PLC Subsidiaries as of the dates thereof and the consolidated results of their operations and cash flows for the periods involved (except as may be indicated therein or in the notes thereto)then ended.

Reports and Financial Statements. (a) The Company and each of its Subsidiaries has filed or furnished all forms, documents and reports required to be filed or furnished by it with the SEC prior to the date hereof by it with the Securities and Exchange Commission (the “SEC”) since January 1, 2009 of this Agreement (the “Company SEC Documents”). As ) since November 16, 2021, each of their respective dates which, in each case as of its date, or, if amended, as of finally amended prior to the date of the last such amendmentthis Agreement, the Company SEC Documents complied as to form in all material respects with the applicable requirements of the Securities Act, the Exchange Act and the Exchange S▇▇▇▇▇▇▇-▇▇▇▇▇ Act, as the case may be, and no Company SEC Document as of its date (or, if amended or superseded by a filing prior to the applicable rules and regulations promulgated thereunderdate of this Agreement, and none as of the Company SEC Documents date of such amended or superseding filing) 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 therein, in light of the circumstances under which they were made, not misleading, except that information set forth in the Company SEC Documents as of a later date (but before the date of this Agreement) will be deemed to modify information as of an earlier date. (b) The consolidated financial statements (including all related notes and schedules) of the Company included in the Company SEC Documents (or, if any such Company SEC Document is amended or superseded by a filing prior to the date of this Agreement, such amended or superseding Company SEC Document) fairly present presented in all material respects the consolidated financial position of the Company and its consolidated Subsidiaries, as at the respective dates thereof, and the consolidated results of their operations and their consolidated cash flows for the respective periods then ended (subject, in the case of the unaudited statements, to normal year-end audit adjustments and to any other adjustments described therein, including the notes thereto) and were prepared in conformity with United States generally accepted accounting principles (“GAAP”) GAAP (except, in the case of the unaudited financial statements, as permitted by the SEC) applied on a consistent basis during the periods involved (except as may be indicated therein or in the notes thereto).