Common use of SEC Documents; Undisclosed Liabilities Clause in Contracts

SEC Documents; Undisclosed Liabilities. (a) The Parent has filed all Parent SEC Documents since October 25, 2010 pursuant to Sections 13 and 15 of the Exchange Act, as applicable. (b) As of its respective filing date, each Parent SEC Document complied in all material respects with the requirements of the Exchange Act and the rules and regulations of the SEC promulgated thereunder applicable to such Parent SEC Document, and did not contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading. Except to the extent that information contained in any Parent SEC Document has been revised or superseded by a later filed Parent SEC Document, none of the Parent SEC Documents contains any untrue statement of a material fact or omits to state any material fact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. The financial statements of the Parent included in the Parent SEC Documents comply as to form in all material respects with applicable accounting requirements and the published rules and regulations of the SEC with respect thereto, have been prepared in accordance with the U.S. generally accepted accounting principles (“GAAP”) (except, in the case of unaudited statements, as permitted by the rules and regulations of the SEC) applied on a consistent basis during the periods involved (except as may be indicated in the notes thereto) and fairly present the financial position of Parent as of the dates thereof and the results of its operations and cash flows for the periods shown (subject, in the case of unaudited statements, to normal year-end audit adjustments).

SEC Documents; Undisclosed Liabilities. (a) The Parent has filed all Parent SEC Documents since October 25May 6, 2010 pursuant to Sections 13 and 15 of the Exchange Act, as applicable. (b) As of its respective filing date, each Parent SEC Document complied in all material respects with the requirements of the Exchange Act and the rules and regulations of the SEC promulgated thereunder applicable to such Parent SEC Document, and did not contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading. Except to the extent that information contained in any Parent SEC Document has been revised or superseded by a later filed Parent SEC Document, none of the Parent SEC Documents contains any untrue statement of a material fact or omits to state any material fact required to be stated therein or necessary in order to make the statements thereinth erein, in light of the circumstances under which they were made, not misleading. The financial statements of the Parent included in the Parent SEC Documents comply as to form in all material respects with applicable accounting requirements and the published rules and regulations of the SEC with respect thereto, have been prepared in accordance with the U.S. generally accepted accounting principles (“GAAP”) (except, in the case of unaudited statements, as permitted by the rules and regulations of the SEC) applied on a consistent basis during the periods involved (except as may be indicated in the notes thereto) and fairly present the financial position of Parent as of the dates thereof and the results of its operations and cash flows for the periods shown (subject, in the case of unaudited statements, to normal year-end audit adjustments). (c) Except as set forth in the Parent SEC Documents, the Parent has no liabilities or obligations of any nature (whether accrued, absolute, contingent or otherwise) required by GAAP to be set forth on a balance sheet of the Parent or in the notes thereto. The Parent Disclosure Schedule sets forth all financial and contractual obligations and liabilities (including any obligations to issue capital stock or other securities of the Parent) due after the date hereof. As of the date hereof, all liabilities of the Parent have been paid off and shall in no event remain liabilities of the Parent, the Company or the Shareholders foll owing the Closing.

SEC Documents; Undisclosed Liabilities. (a) The Parent has filed all reports, schedules, forms, statements and other documents required to be filed by the Parent with the SEC Documents since October 25, 2010 pursuant to Sections 13 and 15 of the Exchange Act, as applicableapplicable (the “Parent SEC Documents”). (b) As of its respective filing date, each Parent SEC Document complied in all material respects with the requirements of the Exchange Act and the rules and regulations of the SEC promulgated thereunder applicable to such Parent SEC Document, and and, except to the extent that information contained in any Parent SEC Document has been revised or superseded by a later filed Parent SEC Document, did not contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading. Except to the extent that information contained in any Parent SEC Document has been revised or superseded by a later filed Parent SEC Document, none of the Parent SEC Documents contains any untrue statement of a material fact or omits 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. The consolidated financial statements of the Parent included in the Parent SEC Documents comply as to form in all material respects with applicable accounting requirements and the published rules and regulations of the SEC with respect thereto, have been prepared in accordance with the U.S. generally accepted accounting principles (“GAAP”) GAAP (except, in the case of unaudited statements, as permitted by the rules and regulations of the SEC) applied on a consistent basis during the periods involved (except as may be indicated in the notes thereto) and fairly present the consolidated financial position of the Parent as of the dates thereof and the results of its operations and cash flows for the periods shown (subject, in the case of unaudited statements, to normal year-end audit adjustments). (c) There has been no claim made, and, to Parent’s knowledge, no claim has been threatened, with respect to the $275,093 restricted cash on the Parent’s balance sheet for the period ended September 30, 2011, relating to the escrow fund securing the Parent’s and B&B ARMR Corporation’s, a Delaware corporation and wholly owned subsidiary of the Parent (“B&B ARMR”) indemnification obligations pursuant to that certain Asset Purchase Agreement, dated as of December 17, 2010, by and among the Parent, B&B ARMR and B&B Roadway and Security Solutions, LLC. The escrow period terminates on January 31, 2010, and, to Parent’s knowledge, the full $275,093 will be delivered to Parent and become unrestricted cash as of such date. (d) Neither the Parent nor the Acquisition Subsidiary has any liabilities or obligations (whether known or unknown, whether contingent or absolute, whether liquidated or unliquidated and whether due or to become due) other than (a) liabilities reflected or reserved against in the consolidated financial statements of the Parent included in the Parent SEC Documents (including in the notes thereto), (b) liabilities incurred in the ordinary course of business which are not required by GAAP to be reflected on a balance sheet, and (c) current liabilities incurred in the ordinary course of business since September 30, 2011.

SEC Documents; Undisclosed Liabilities. (a) The Parent has filed all reports, schedules, forms, statements and other documents required to be filed by the Parent SEC Documents since October 25with the SEC, 2010 pursuant to Sections 13 and 15 of the Exchange Act, as applicableapplicable (the “Parent SEC Documents”). (b) As of its respective filing date, each Parent SEC Document complied in all material respects with the requirements of the Exchange Act and the rules and regulations of the SEC promulgated thereunder applicable to such Parent SEC Document, and and, except to the extent that information contained in any Parent SEC Document has been revised or superseded by a later filed Parent SEC Document, did not contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading. Except to the extent that information contained in any Parent SEC Document has been revised or superseded by a later filed Parent SEC Document, none of the Parent SEC Documents contains any untrue statement of a material fact or omits 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. The consolidated financial statements of the Parent included in the Parent SEC Documents comply as to form in all material respects with applicable accounting requirements and the published rules and regulations of the SEC with respect thereto, have been prepared in accordance with the U.S. generally accepted accounting principles (“GAAP”) GAAP (except, in the case of unaudited statements, as permitted by the rules and regulations of the SEC) applied on a consistent basis during the periods involved (except as may be indicated in the notes thereto) and fairly present the consolidated financial position of the Parent as of the dates thereof and the results of its operations and cash flows for the periods shown (subject, in the case of unaudited statements, to normal year-end audit adjustments). (c) Except as set forth in the filed Parent SEC Documents, the Parent has no liabilities or obligations of any nature (whether accrued, absolute, contingent or otherwise) required by GAAP to be set forth on a balance sheet of the Parent or in the notes thereto. Upon delivery, the Parent Disclosure Letter will set forth all financial and contractual obligations and liabilities (including any obligations to issue capital stock or other securities of the parent) due after the date hereof. As of the date of Closing, all liabilities of the Parent shall have been paid off and shall in no event remain liabilities of the Parent, the Company or the Shareholders following the Closing.

SEC Documents; Undisclosed Liabilities. (a) The Parent has timely filed all reports, schedules, forms, statements, and other documents required to be filed by the Parent SEC Documents since October 25, 2010 pursuant to Sections 13 and 15 of the Exchange Act, as applicableapplicable (“Parent SEC Documents”). (b) As of its respective filing date, each Parent SEC Document complied in all material respects with the requirements of the Exchange Act and the rules and regulations of the SEC promulgated thereunder applicable to such Parent SEC Document and except to the extent that the Parent SEC Documents have been revised or superseded by a later filed Parent SEC Document, and each Parent SEC Document did not contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading. Except to the extent that information contained in any Parent SEC Document has been revised or superseded by a later filed Parent SEC Document, none of the Parent SEC Documents contains any untrue statement of a material fact or omits 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. The consolidated financial statements of the Parent included in the Parent SEC Documents comply as to form in all material respects with applicable accounting requirements standards and the published rules and regulations of the SEC with respect thereto, have been prepared in accordance with the U.S. generally accepted accounting principles GAAP (“GAAP”) (except, except in the case of unaudited statements, as permitted by the rules and regulations of the SEC) applied on a an consistent basis during the periods involved (except as may be indicated in the notes thereto) thereto and fairly present the consolidated financial position of the Parent as of the dates thereof and the results of its operations and cash flows flow for the periods shown (subject, in the case of unaudited financial statements, to normal year-end audit adjustments). (c) The most recent Parent Financial Statements filed with the SEC was for the period ending December 31, 2010. Except as set forth in the Parent Disclosure, there have been no material adverse changes in the Parent’s financial condition subsequent to December 31, 2010. The Parent is in the process of filing a 10-K for the Parent, including Parent financial statements for the period ending December 31, 2011. The Parent represents that complete, accurate, and compliant Parent financial statements for the period ending December 31, 2011, which have been prepared in compliance with all SEC rules and regulations, will be complete and ready for filing on ▇▇▇▇▇ ▇▇, ▇▇▇▇ (▇) Except as set forth in the filed Parent SEC Documents, the Parent has no liabilities or obligations of any nature (whether accrued, absolute, contingent, or otherwise) required by GAAP to be set forth on a balance sheet of the Parent or in the notes thereto. Upon delivery, the Parent Disclosure Letter will set forth all financial and contractual obligations and liabilities (including any obligation to issue capital stock or other securities of the Parent) due after the date of this Agreement. As of the date of Closing, all liabilities of the Parent shall have been paid off in full or the Parent shall retain sufficient cash deposits to cover all of the remaining unpaid liabilities. (e) Except as set forth in the filed Parent SEC Documents, the Parent Disclosure Letter, or comment letters from the SEC relating to the Parent’s Form S-1, the Parent has not received any written communication from any Governmental Entity since December 31, 2010, alleging or suggesting that that the Parent was not in compliance with any applicable law in any material respect. (f) The Parent is in compliance with all effective requirements of the ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act of 2002, as amended, and the rules and regulations promulgated thereunder as are applicable to it. (g) Except as set forth in the Parent SEC Documents, the Parent has not granted or agreed to grant any person any rights (including “piggyback” registration rights) to have any Parent securities registered with the SEC or any other Governmental Entity that have not been satisfied.

SEC Documents; Undisclosed Liabilities. (a) The Parent has --------------------------------------- filed all reports, schedules, forms, statements and other documents required to be filed by Parent with the SEC since January 1, 1998 (the "Parent SEC Documents since October 25, 2010 pursuant to Sections 13 and 15 of the Exchange Act, as applicable. (b) As of its respective filing date, each ---------- Documents"). Each Parent SEC Document complied in all material respects as of --------- its respective date with the requirements of the Exchange Act or the Securities Act, as the case may be, and the rules and regulations of the SEC promulgated thereunder applicable to such Parent SEC Document, and did except to the extent that information contained in any Parent SEC Document has been revised or superseded by a later filed Parent SEC Document, does not contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading. Except to the extent that information contained in any Parent SEC Document has been revised or superseded by a later filed Parent SEC Document, none of the Parent SEC Documents contains any untrue statement of a material fact or omits 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. The consolidated financial statements of the Parent included in the Parent SEC Documents comply as to form in all material respects with applicable accounting requirements and the published rules and regulations of the SEC with respect thereto, have been prepared in accordance with the U.S. generally accepted accounting principles (“GAAP”) GAAP (except, in the case of unaudited statements, as permitted by the rules and regulations Form 10-Q of the SEC) applied on a consistent basis during the periods involved (except as may be indicated in the notes thereto) and fairly present the consolidated financial position of Parent and its consolidated subsidiaries as of the dates thereof and the consolidated results of its their operations and cash flows for the periods shown then ended (subject, in the case of unaudited statements, to normal year-end audit adjustments). Except as set forth in the Filed Parent SEC Documents (as defined in Section 4.08) or the Parent Disclosure Letter or incurred after the date hereof in the usual, regular and ordinary course of business in substantially the same manner as previously conducted and not prohibited by this Agreement, 39 neither Parent nor any Parent Subsidiary has any liabilities or obligations of any nature (whether accrued, absolute, contingent or otherwise) required by GAAP to be set forth on a consolidated balance sheet of Parent and its consolidated subsidiaries or in the notes thereto and that, individually or in the aggregate, could reasonably be expected to have a Parent Material Adverse Effect. None of the Parent Subsidiaries is, or has at any time since January 1, 1998 been, subject to the reporting requirements of Sections 13(a) and 15(d) of the Exchange Act.

SEC Documents; Undisclosed Liabilities. (a) The Parent Purchaser has filed or furnished all Parent reports, schedules, forms, statements, registration statements, prospectuses and other documents required to be filed or furnished by the Purchaser with the SEC Documents under the Securities Act and the Exchange Act since October 256, 2010 pursuant to Sections 13 and 15 of 2015 (the Exchange Act, as applicable“Purchaser SEC Documents”). (b) As of its respective filing date, and, if amended, as of the date of the last amendment prior to the date of this Agreement, each Parent Purchaser SEC Document complied in all material respects with the requirements of the Exchange Act or the Securities Act, as the case may be, and the rules and regulations of the SEC promulgated thereunder applicable to such Parent Purchaser SEC Document, Document and did not contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading. Except . (c) To the extent applicable to the extent that information contained Purchaser, the Purchaser is in any Parent SEC Document has been revised or superseded by a later filed Parent SEC Document, none of the Parent SEC Documents contains any untrue statement of a material fact or omits 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. The financial statements of the Parent included in the Parent SEC Documents comply as to form compliance in all material respects with (i) the applicable accounting requirements provisions of the ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act and (ii) the published applicable listing and corporate governance rules and regulations of the SEC with respect theretoNASDAQ Global Select Market. (d) The Purchaser and its subsidiaries do not have any Liabilities except (i) as disclosed, have been prepared in accordance with the U.S. generally accepted accounting principles (“GAAP”) (except, reflected or reserved against in the case most recent unaudited condensed consolidated balance sheet included in the Purchaser financial statements or the notes thereto in the Purchaser SEC Documents, and (ii) for liabilities and obligations incurred in the ordinary course of unaudited statements, as permitted by business since the rules and regulations date of the SEC) applied on a consistent basis during the periods involved (except as may be indicated most recent unaudited condensed consolidated balance sheet included in the notes theretoPurchaser SEC Documents. (e) and fairly present Since November 18, 2015, no event has occurred that would reasonably be expected to have the financial position effect of Parent as materially delaying or preventing the consummation of the dates thereof and the results transactions contemplated by this Agreement. Since March 17, 2016, no event has occurred that would reasonably be expected to have a material adverse effect on Purchaser, any of its operations and cash flows for the periods shown Affiliates, or any of Purchaser’s or any of its Affiliates’ business, condition, liabilities, operators, financial performance, net income or prospects (subject, or in the case of unaudited statements, to normal year-end audit adjustmentsany aspect or portion thereof).