definiens: shall mean all information filed or incorporated by reference in(but not information furnished under ) any Form 10 - K, Form 10 - Q, Form 8 - K or Schedule 14A since January 2, 2010,including any exhibits and amendments thereto . As of its filing date ( or, if amended or superseded by a filing prior tothe date of this Agreement, on the date of such amended or superseded filing ), ( a ) each Company SEC Reportcomplied as to form in all material respects with the applicable requirements of the Securities Act or the ExchangeAct, as the case may be, each as in effect on the date such Company SEC Report was filed, and ( b ) each CompanySEC Report did not contain any untrue statement of a material fact or omit to state any material fact necessary inorder to make the statements made therein, in the light of the circumstances under which they were made, notmisleading . None of the Company 's Subsidiaries is required to file any forms, reports or other documents with theSEC . No executive officer of the Company has failed to make the certifications required of him or her underSection 302 or 906 of the Sarbanes - Oxley Act with respect to any Company SEC Report, except as disclosed incertifications filed with the Company SEC25Reports . Neither the Company nor any of its executive officers has received notice from any Governmental Authoritychallenging or questioning the accuracy, completeness, form or manner of filing of such certifications . The Companyand each of its officers, and, to the Knowledge of the Company, each of its directors, is in compliance in all materialrespects with ( A ) the applicable provisions of the Sarbanes - Oxley Act and the rules and regulations promulgatedthereunder and ( B ) the applicable listing and corporate governance rules and regulations of the Nasdaq