Common use of Company Reports; Financial Statements Clause in Contracts

Company Reports; Financial Statements. (i) The Company has filed or furnished, as applicable, on a timely basis, all forms, statements, certifications, reports and documents required to be filed or furnished by it with the SEC pursuant to the Exchange Act or the Securities Act of 1933, as amended (the “Securities Act”), since December 31, 2011 (the “Applicable Date”) (the forms, statements, certifications, reports and documents filed or furnished since the Applicable Date and those filed or furnished subsequent to the date hereof, including any amendments thereto, the “Company Reports”). Each of the Company Reports, at the time of its filing or being furnished 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 any rules and regulations promulgated thereunder applicable to the Company Reports. As of their respective dates (or, if amended prior to the date hereof, as of the date of such amendment), the Company Reports did not, and any Company Reports filed with or furnished to the SEC subsequent to the date hereof will not, contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements made therein, in light of the circumstances in which they were made, not misleading.

Company Reports; Financial Statements. (ia) The Company has timely filed or furnished, as applicable, on a timely basis, all forms, statements, certifications, reports and documents Company Reports required to be filed or furnished by it with the SEC pursuant to the Exchange Act on or the Securities Act of 1933, as amended (the “Securities Act”), since December 31, 2011 (the “Applicable Date”) (the forms, statements, certifications, reports and documents filed or furnished since the Applicable Date and those filed or furnished subsequent prior to the date hereofhereof and will (subject to any extensions permitted pursuant to, including any amendments theretoand in compliance with, Rule 12b-25 of the “Exchange Act) timely file all Company Reports”)Reports required to be filed with the SEC after the date hereof and prior to the Effective Time. Each No Subsidiary of the Company Reportsis subject to the reporting requirements of Section 13(a) or 15(d) of the Exchange Act. As of their respective dates, at the time of its filing or being furnished complied or, if not yet filed amended or furnishedrestated, as of the date of the last such amendment or restatement, the Company Reports complied or will comply in all material respects with the applicable requirements of the Securities Act or the Exchange Act, as the case may be, and the Exchange Act and any applicable rules and regulations promulgated thereunder applicable to the Company Reports. As thereunder, and none of their respective dates (or, if amended prior to the date hereof, as of the date of such amendment), the Company Reports did notat the time they were filed, and any or if such Company Reports filed with were amended or furnished to restated, at the SEC subsequent to time of the date hereof last such amendment or restatement, contained or will not, contain any untrue statement of a material fact or omit omitted or omits or will omit, as the case may be, to state a material fact required to be stated or incorporated by reference therein or necessary to make the statements made therein, in the light of the circumstances in under which they were or are made, not misleading.

Company Reports; Financial Statements. (i) The Company has filed or furnished, as applicablefurnished (on a publicly available basis), on a timely basis, all forms, statements, certifications, reports and documents required to be filed or furnished by it with the SEC United States Securities and Exchange Commission (the “SEC”) pursuant to the Exchange Act or the Securities Act of 1933, as amended (the “Securities Act”), since December 31, 2011 2012 (the “Applicable Date”) (the formscollectively, statements, certifications, reports together with any exhibits and documents filed or furnished since the Applicable Date schedules thereto and those filed or furnished subsequent to the date hereof, including any amendments theretoother information incorporated therein, the “Company Reports”). Each of the Company Reports, at the time of its filing or being furnished (or, if amended prior to the date of this Agreement, as of the date of such amendment) complied or, if not yet filed or furnishedfiled, will comply in all material respects with the applicable requirements of the Securities Act, the Exchange Act and the Exchange Xxxxxxxx-Xxxxx Act of 2002 and any rules and regulations promulgated thereunder applicable to the Company Reports. As of their respective dates (or, if amended prior to the date hereofof this Agreement, as of the date of such amendment), the Company Reports did not, and any Company Reports filed with or furnished to the SEC on or subsequent to the date hereof of this Agreement will not, contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements made therein, in light of the circumstances in which they were made, not misleading.

Company Reports; Financial Statements. (ia) The Company has filed or furnished, as applicable, on a timely basis, all forms, statements, certifications, reports and documents required to be filed or furnished by it with the SEC pursuant to the Exchange Act Act, or the Securities Act of 1933, as amended (the “Securities Act”), since December 31, 2011 2014 (the “Applicable Date”) (the forms, statements, certifications, reports and documents filed or furnished since the Applicable Date and those filed or furnished subsequent to the date hereofof this Agreement, including any amendments thereto, the “Company Reports”). Each of the Company Reports, at the time of its filing or being furnished complied or, if not yet filed or furnished, will comply in all material respects with the applicable requirements of the Securities Act, the Exchange Act and the Exchange Xxxxxxxx-Xxxxx Act and any rules and regulations promulgated thereunder applicable to the Company Reports. As of their respective dates (or, if amended prior to the date hereofof this Agreement, as of the date of such amendment), the Company Reports did not, and any Company Reports filed with or furnished to the SEC subsequent to the date hereof of this Agreement will not, contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements made therein, in light of the circumstances in which they were made, not misleading.

Company Reports; Financial Statements. (ia) The Company has filed or furnished, as applicable, on a timely basis, all forms, statements, certifications, reports and documents required to be filed or furnished by it with the SEC pursuant to the Exchange Act or the Securities Act of 1933since June 30, as amended (the “Securities Act”), since December 31, 2011 2014 (the “Applicable Date”) (” and the forms, statements, certifications, reports and documents filed or furnished since the Applicable Date and those filed or furnished subsequent to the date hereofof the Agreement, including any amendments or supplements thereto, the “Company Reports”). No Subsidiary of the Company is required to file or furnish any periodic reports with the SEC. Each of the Company Reports, at the time of its filing or being furnished complied or, if not yet filed or furnished, will comply when filed or furnished, in all material respects with the applicable requirements of the Securities Act Act, the Exchange Act, applicable accounting standards and the Exchange Xxxxxxxx-Xxxxx Act of 2002 (as amended and including the rules and regulations promulgated thereunder), and any rules and regulations promulgated thereunder applicable to the Company Reports. As of their respective dates (or, if amended prior to the date hereofof the Agreement, as of the date of such amendment), the Company Reports did not, and any Company Reports filed with or furnished to the SEC subsequent to the date hereof of the Agreement will not, contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements made therein, in light of the circumstances in which they were made, not misleading, except to the extent corrected by a subsequently filed Company Report prior to the date hereof.

Company Reports; Financial Statements. (i) The Company has filed or furnished, as applicable, on a timely basis, all forms, statements, certifications, reports and documents filings required to be filed or furnished made by it with the SEC pursuant to the Exchange Act or the Securities Act of 1933, as amended (the “Securities Act”), Company since December 31, 2011 2005 under the Securities Act and the Exchange Act have been filed with the Securities and Exchange Commission (the “Applicable DateSEC”) (the ), including all material forms, registration, proxy and information statements, certificationsreports, agreements (oral or written) and all documents, exhibits, amendments and supplements appertaining thereto, and complied, as of their respective dates, in all material respects with all applicable requirements of the statutes and the rules and regulations thereunder as in effect on the dates so filed (collectively, including any amendments of any such reports and documents filed or furnished since with the Applicable Date and those filed or furnished subsequent SEC by the Company prior to the date hereof, including any amendments thereto, the “Company Reports”). Each None of the Company Reports, at Reports (in the time case of its filing or being furnished complied or, if not yet Company Reports filed or furnished, will comply in all material respects with the applicable requirements of pursuant to the Securities Act and the Exchange Act and any rules and regulations promulgated thereunder applicable to the Company Reports. As of their respective dates (or, if amended prior to the date hereofAct), as of the date of such amendment)their effective dates, the Company Reports did not, and any Company Reports filed with or furnished to the SEC subsequent to the date hereof will not, contain contained any untrue statement of a material fact or omit omitted to state a material fact required to be stated therein or necessary to make the statements made therein not misleading. None of the Company Reports (in the case of Company Reports filed pursuant to the Exchange Act) contained, when filed as finally amended or subsequently mailed to stockholders, any untrue statement of a material fact or omitted to state any material fact necessary in order to make the statements therein, in the light of the circumstances in under which they were made, not misleading.

Company Reports; Financial Statements. (i) The Company has filed or furnished, as applicable, on a timely basis, basis all forms, statements, certifications, reports and documents required to be filed or furnished by it with the SEC pursuant to the Exchange Act or the Securities Act of 1933, as amended (the “Securities Act”), since on or after December 31, 2011 2008 (the “Applicable Date”) (the forms, statements, certifications, reports and documents filed or furnished since the Applicable Date and those filed or furnished subsequent to the date hereof, including any amendments thereto, the “Company Reports”). Each of the Company Reports, at the time of its filing or being furnished Reports complied or, if not yet filed or furnished, will comply in all material respects with the applicable requirements of the Securities Act, the Exchange Act and the Exchange Sxxxxxxx-Xxxxx Act of 2002 (the “Sxxxxxxx-Xxxxx Act”), and any rules and regulations promulgated thereunder applicable to the Company Reports. As of their respective dates (or, if amended prior to the date hereof, as of the date of such amendment), the Company Reports did not, and any Company Reports filed with or furnished to with the SEC subsequent to the date hereof will not, contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements made therein, in light of the circumstances in which they were made, not misleading. As of the date hereof, there are no material outstanding or unresolved comments received from the SEC with respect to any of the Company Reports.

Company Reports; Financial Statements. (ia) The Company has filed or furnished, as applicable, on a timely basis, all forms, statements, certifications, reports and documents required to be filed or furnished by it with to the SEC pursuant to the Exchange Act or the Securities Act of 1933since January 1, as amended (the “Securities Act”), since December 31, 2011 2015 (the “Applicable Date”) (the forms, statements, certifications, reports and other documents filed or furnished to the SEC since the Applicable Date and those filed or furnished subsequent to the date hereof, including any amendments thereto, the “Company Reports”). Each of the Company Reports, at the time of its filing or being furnished furnished, complied or, if not yet filed or furnished, will comply in all material respects with the applicable requirements of the Securities Act and Act, the Exchange Act and any rules and regulations promulgated thereunder the Xxxxxxxx-Xxxxx Act of 2002 (the “Xxxxxxxx-Xxxxx Act”) applicable to the Company Reports. As of their respective dates (or, if amended prior to the date hereof, as of the date of such amendment), the Company Reports did not, and any Company Reports filed with or furnished to the SEC subsequent to the date hereof will not, contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements made therein, in light of the circumstances in which they were made, not misleading. None of the Subsidiaries of the Company is subject to the reporting requirements of Section 13(a) or 15(d) of the Exchange Act.

Company Reports; Financial Statements. (i) The Company has filed or furnished, as applicable, on a timely basis, basis all forms, statements, certifications, reports and documents required to be filed or furnished by it with the SEC pursuant to under the Exchange Act or the Securities Act of 1933, as amended (the “Securities Act”), since December 31, 2011 2004 (the “Applicable Date”) (the forms, statements, certifications, reports and documents filed or furnished since the Applicable Date and those filed or furnished subsequent to the date hereof, hereof including any amendments thereto, the “Company Reports”). Each of the Company Reports, at the time of its filing or being furnished complied orfurnished, complied, or if not yet filed or furnished, will comply comply, in all material respects with the applicable requirements of the Securities Act, the Exchange Act and the Exchange Xxxxxxxx-Xxxxx Act of 2002 (the “Xxxxxxxx-Xxxxx Act”), and any rules and regulations promulgated thereunder applicable to the Company Reports. As of their respective dates (or, if amended prior to the date hereof, as of the date of such amendment), ) the Company Reports did not, and any Company Reports filed with or furnished to with the SEC subsequent to the date hereof will not, contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements made therein, in light of the circumstances in which they were made, not misleading.

Company Reports; Financial Statements. (ia) The Company has filed or furnished, as applicable, on a timely basis, basis all forms, statements, certifications, reports and documents required to be filed or furnished by it with the SEC pursuant to the Exchange Act or the under Applicable Securities Act of 1933, as amended (the “Securities Act”), since December 31, 2011 (the “Applicable Date”) Laws (the forms, statements, certifications, reports and documents filed or furnished since the Applicable Date and those filed or furnished subsequent to the date hereof, including any amendments thereto, the “Company Reports”). Each of the Company Reports, at the time of its filing or being furnished complied or, if not yet filed or furnished, will comply comply, in all material respects with the applicable requirements of the Applicable Securities Act and the Exchange Act and any rules and regulations promulgated thereunder applicable to the Company ReportsLaws. As of their respective dates (or, if amended prior to the date hereofamended, as of the date of such amendment), the Company Reports did not, and any Company Reports filed with or furnished to the SEC subsequent to the date hereof will not, contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements made therein, in light of the circumstances in which they were made, not misleading. All of the Company Reports are publicly available on SEDAR or EXXXX. The Company has not filed any confidential material change report that at the date hereof remains confidential or any other confidential filings under any Applicable Securities Laws.

Company Reports; Financial Statements. (i) The Company has filed or furnished, as applicable, on a timely basis, all forms, statements, certifications, reports and documents required to be filed or furnished by it with the SEC pursuant to the Exchange Act or the Securities Act of 1933, as amended (the “Securities Act”), since December 31, 2011 2010 (the “Applicable Date”) (the forms, statements, certifications, reports and documents filed or furnished since the Applicable Date and those filed or furnished subsequent to the date hereof, including any amendments thereto, the “Company Reports”). Each of the Company Reports, at the time of its filing or being furnished 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 any rules and regulations promulgated thereunder applicable to the Company Reports. As of their respective dates (or, if amended prior to the date hereof, as of the date of such amendment), the Company Reports did not, and any Company Reports filed with or furnished to the SEC subsequent to the date hereof will not, contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements made therein, in light of the circumstances in which they were made, not misleading.

Company Reports; Financial Statements. (i) The Except as disclosed on Section 5.1(e)(i) of the Company Disclosure Letter, the Company has filed or furnished, as applicable, on a timely basis, all forms, statements, certifications, reports and documents required to be filed or furnished by it with the SEC pursuant to the Exchange Act or the Securities Act of 1933, as amended (the “Securities Act”), Laws since December 31, 2011 (the “Applicable Date”) 2009 (the forms, statements, certifications, reports and documents filed or furnished since the Applicable Date such date and those filed or furnished subsequent to the date hereof, including any amendments thereto, the “Company Reports”). Each of the Company Reports, at the time of its filing or being furnished complied or, if not yet filed or furnished, will comply in all material respects with the applicable requirements of the Securities Act and of 1933 (the “Securities Act”), the Exchange Act and any rules and regulations promulgated thereunder applicable to the Company ReportsXxxxxxxx-Xxxxx Act of 2002 (the “Xxxxxxxx-Xxxxx Act”). As of their respective dates (or, if amended prior to the date hereof, as of the date of such amendment), the Company Reports did not, and any Company Reports filed with or furnished to the SEC subsequent to the date hereof will not, contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements made therein, in light of the circumstances in which they were made, not misleading.

Company Reports; Financial Statements. (i) The Company has filed or furnished, as applicable, on a timely basis, all forms, statements, certifications, reports and documents filings required to be filed or furnished made by it with the SEC pursuant to the Exchange Act or the Securities Act of 1933, as amended (the “Securities Act”), Company since December 31, 2011 (the “Applicable Date”) (the forms, statements, certifications, reports and documents filed or furnished since the Applicable Date and those filed or furnished subsequent to the date hereof, including any amendments thereto, the “Company Reports”). Each of the Company Reports, at the time of its filing or being furnished complied or, if not yet filed or furnished, will comply in all material respects with the applicable requirements of 2005 under the Securities Act and the Exchange Act have been filed with the Securities and any Exchange Commission (the "SEC"), including all material forms, registration, proxy and information statements, reports, agreements (oral or written) and all documents, exhibits, amendments and supplements appertaining thereto, and complied, as of their respective dates, in all material respects with all applicable requirements of the statutes and the rules and regulations promulgated thereunder applicable to as in effect on the dates so filed (collectively, including any amendments of any such reports filed with the SEC by the Company Reports. As of their respective dates (or, if amended prior to the date hereof, as the "Company Reports"). None of the date of such amendment), the Company Reports did not, and any (in the case of Company Reports filed with or furnished pursuant to the SEC subsequent to the date hereof will notSecurities Act), contain as of their effective dates, contained any untrue statement of a material fact or omit omitted to state a material fact required to be stated therein or necessary to make the statements made therein not misleading. None of the Company Reports (in the case of Company Reports filed pursuant to the Exchange Act) contained, when filed as finally amended or subsequently mailed to stockholders, any untrue statement of a material fact or omitted to state any material fact necessary in order to make the statements therein, in the light of the circumstances in under which they were made, not misleading.

Company Reports; Financial Statements. (ia) The Company has filed or furnished, as applicable, on a timely basis, basis all forms, statements, certifications, reports and documents required to be filed or furnished by it with the SEC pursuant to the Exchange Act or the under Applicable Securities Act of 1933, as amended (the “Securities Act”), since December 31, 2011 (the “Applicable Date”) Laws (the forms, statements, certifications, reports and documents filed or furnished since the Applicable Date and those filed or furnished subsequent to the date hereof, including any amendments thereto, the “Company Reports”). Each of the Company Reports, at the time of its filing or being furnished complied or, if not yet filed or furnished, will comply comply, in all material respects with the applicable requirements of the Applicable Securities Act and the Exchange Act and any rules and regulations promulgated thereunder applicable to the Company ReportsLaws. As of their respective dates (or, if amended prior to the date hereofamended, as of the date of such amendment), the Company Reports did not, and any Company Reports filed with or furnished to the SEC subsequent to the date hereof will not, contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements made therein, in light of the circumstances in which they were made, not misleading. All of the Company Reports are publicly available on SEDAR or XXXXX. The Company has not filed any confidential material change report that at the date hereof remains confidential or any other confidential filings under any Applicable Securities Laws.

Company Reports; Financial Statements. (i) The Company has filed or furnished, as applicable, on a timely basis, all forms, registration statements, certifications, reports and documents required to be filed or furnished by it with the SEC pursuant to the Exchange Act or the Securities Act of 1933, as amended (the “Securities Act”), since December 31, 2011 2012 (the “Applicable Date”) (the forms, registration statements, certificationsreports, reports certifications and documents required to be filed or furnished since by the Applicable Date and those filed or furnished subsequent Company to the date hereofSEC, including any amendments thereto, the “Company Reports”). Each Since the Applicable Date, each of the Company Reports, at the time of its filing or being furnished (or if amended prior to the date of this Agreement as of the date of such amendment to any such Company Report) complied or, if not yet filed or furnished, will comply in all material respects with the applicable requirements of the Securities Act, the Exchange Act and the Exchange Xxxxxxxx-Xxxxx Act of 2002, as amended, and any rules and regulations promulgated thereunder applicable to the Company Reports. As of their respective dates (or, if amended prior to the date hereofof this Agreement, as of the date of such amendment), the Company Reports did not, and any Company Reports filed with or furnished to the SEC subsequent to since the date hereof will not, Applicable Date did not contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements made therein, in light of the circumstances in which they were made, not misleading.