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<br />(d) Each Cody SBC Document than is a mpmw= statmm, m mended or supplemma, if
<br />appliahiu, Bled pumas w the t933 Act, as of the dare such atammm ar mrendmemt became effm 'M did
<br />not coatm, MY ummoe mumem of a maid fact or own to ate a mama fact soccuary m ardor to make
<br />the stacmem made therm, m the Oght of the cacumebnum under which they were mac, an misladimg.
<br />SWT M 5.0g. Company FbwwW Smmmrmhcr. The valued consolidated financial st mmmu and
<br />unauditad cmmaolidned interim fiamcial natmem , of me Comgtany included in the C=Wmy SEC Doc^^r^w
<br />�faaly;a mt, is all medial rmpacW ins coufmmity with gay w=Pted accasg pmc4ta ( "GAAP ")
<br />applied on a comma bate (except as may be i warted in m ooms thereto), the coomlidawl financial
<br />position of the Company and its consolidated SanWi ms ar of the data thereof ad tide consolidated
<br />sutmhems of mcmme, mcltholdms' equity and cash tows fa the periods thin mind (subject w moral year.
<br />end ajusmmu in the case of my umadita musim fiameid mmmenn).
<br />StCt 5.09. Dirclaaam Docmmmn. (a) Each dommmt required to be filed by the Company with the
<br />SEC a mquimd to be dim ftwd a o&er d'1„mi to the Company's ehveholdeu m coonemon with
<br />the mammtma wmemplated by tma Ageameot (tan "Company Disclosure Docammts "). mdudmg the
<br />Schedule 1413-9, the proxy a imfarmaton Mamma a of the Company (the "Company Ptmy Suaenmm ") to be
<br />Ned with the SBC in wmatiou wah the Meryer, and my amendments or supplmmb dweso. when filed,
<br />dimbmd or disammmed. as appliabk will comply as m fain in all u dial rcapau with the applicable
<br />requirement; of the 1934 Aat.
<br />(b) (i) The Company Pinny Stamen, a suppiemma or amended, if applicable, At the tae such
<br />Company Pmxy Staemmt or my amendment or supplement tlterem a fits[ moiled to AwWw dm Of the
<br />Company ad at the ®e such shmeholden vote on adoptan of this Agramem and at the Effective 11me and
<br />(a) my Company Duclmme Document (other than the Company Pommy Statement). m the time of the filing of
<br />such Company Disclome Document or my supplmmt or as m immt memo as at the amt of my
<br />&m, buan a dimemmmon mmmf. will am coma, soy umue maemem of a mate id fact or oma to sum a
<br />maid fact necammy ins order to matt the stammmts mare &mete, m the tigm of the orcummmca under
<br />whKb they war, mare, am mima'mg. nw reprnmamm and wam entm tmtmed m this Seeuon 5.09(b)
<br />will as apply to moments included in a omimio a from the Company Disclosure Document; based upon
<br />information Nmishad to the Company in wig by Put specifically for use dwn in-
<br />(c) The a6mmatoo with respect to the Company or aey Of its Subsidiaries or Afblimn that the Company
<br />furwjba m Rant ins wrung spad6nlly far use in the Offs Documents, at the time of the filing damof, at the
<br />time of any dimibota, or diaamimrim thuraof as at the time of the coon of tan OffM a fa use ins
<br />the Foam S.4 a my ammt a m or mpplmm tmmm, at the =a the Form S-4 a my amealhm or
<br />uWlemew beaamm effeetve and at the Mamma Trine, will not mom army mmtrae Iuomem of a material
<br />fact or oma m mane a mmmial fact aeemmy m ceder to reek, me suamem mare &MM, ins the fight Of the
<br />circvmmaocm under which they wCe mare. am mmwsdmg.
<br />Swmc m 5.10. Absvace of Cartmm CAm'9m Sbm the Company Ealanca Sheen Dam, inapt m disclmd
<br />in the Company SEC Documents, the bases, of the Company and its Subsidunts has been c mthtcted m the
<br />ordhwy Comm condnm with pan puctm and time has not beau-
<br />(a) any even, oenmmee. development a stn of eucamm aces or facts that has had an would
<br />ranommy be b'kely to haver naln dually or in the aggregma a Mammal Adverse Effect on the Company,
<br />except for evens, aaume,oM a devdapmem (i) mletiog en, arising fmm or came by (a) the maaomy,
<br />or seaman, mmkab in general, or (y) the lTL segmem of the amWatanon honory m gmeral or (ii)
<br />mixing fmm or caaaa by the aomuoamm or pendency of this ABM== or the ammo tms
<br />coommplmd haebr,
<br />(b) my declar mcn. mums ,aide or layman of my dividmd or other diam6utme wah realm many
<br />shoes of capita stock of the Company, a my mpud"a. redmpa m a abet a"umm n by the
<br />Company a any of as Subri"&,,, of my mmmdog sham of capital stock a ohm svcwd n of Of
<br />other mrnusl ip iaomab in, the Company or my of its Sut>rifiades:
<br />A -14
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