The Company has filed all reports required to be filed by it under Securities Act and the Exchange Act, including pursuant to Section 13(a) or 15(d) of the Exchange Act, for the twelve months preceding such Closing Date (or such shorter period as the Company was required by law to file such reports) on a timely basis.  As of their respective dates, all SEC Reports complied in all material respects with the requirements of the Securities Act and the Exchange Act and the rules and regulations of the SEC promulgated thereunder, and none of the SEC Reports, when filed, contained any untrue statement of a material fact or omitted 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.  The financial statements of the Company included in the SEC Reports comply in all material respects with applicable accounting requirements and the rules and regulations of the SEC with respect thereto as in effect at the time of filing.