Common use of Parent SEC Documents Clause in Contracts

Parent SEC Documents. (a) Each of the Transferor Parties shall promptly furnish to Parent in writing all information concerning such Transferor Party that may be required by applicable securities laws or reasonably requested by Parent for inclusion in any registration statements, prospectuses, forms, reports, definitive proxy statements, schedules, statements and documents filed or furnished by Parent under the Securities Act or the Exchange Act, as the case may be, together with all certifications required pursuant to the Xxxxxxxx-Xxxxx Act of 2002, such documents and any other documents to be filed by Parent with the SEC (collectively, the “Parent SEC Documents”). Each of the Transferor Parties agrees to promptly correct any information provided by it for use in any Parent SEC Document, if and to the extent that it shall have become false or misleading in any material respect or as otherwise required by Applicable Law. With respect to any Parent SEC Document that references a Transferor Party by name, such Transferor Party and his, her or its counsel, shall be given a reasonable opportunity to review such Parent SEC Document before it is filed with the SEC, and Parent shall give due consideration to the reasonable additions, deletions or changes suggested thereto by such party. In addition, with respect to any Parent SEC Document that references a Transferor Party by name, Parent shall provide such Transferor Party and his, her or its counsel, with copies of any written comments, and shall inform them of any oral comments, that Parent or its counsel may receive from time to time from the SEC or its staff with respect to any Parent SEC Document promptly after receipt of such comments, and any written or oral responses thereto. With respect to any Parent SEC Document that references a Transferor Party by name, such Transferor Party and his, her or its counsel, shall be given a reasonable opportunity to review any such written responses and Parent shall give due consideration to the reasonable additions, deletions or changes suggested thereto by such party. Notwithstanding anything to the contrary set forth herein, all SEC compliance shall be at the Acquiring Parties’ sole cost and expense, which cost and expense shall not negatively impact the calculation of the Earn-Out Payment.

Parent SEC Documents. (a) Each of the Transferor Parties shall promptly furnish to Parent in writing all information concerning such Transferor Party that may be required by applicable securities laws or reasonably requested by Parent for inclusion in any registration statements, prospectuses, forms, reports, definitive proxy statements, schedules, statements and documents filed or furnished by Parent under the Securities Act or the Exchange Act, as the case may be, including the unaudited consolidated balance sheets and the related consolidated statements of income and expenses, shareholders’ equity, and cash flows of the Business for the fiscal year ended as of June 30, 2013, together with all related notes and schedules thereto, and together with all certifications required pursuant to the Xxxxxxxx-Xxxxx Act of 2002, such documents and any other documents to be filed by Parent with the SEC (collectively, the “Parent SEC Documents”). Each of the Transferor Parties agrees to promptly correct any information provided by it for use in any Parent SEC Document, if and to the extent that it shall have become false or misleading in any material respect or as otherwise required by Applicable Law. With respect to any Parent SEC Document that references a Transferor Party by name, such Transferor Party and his, her or its counsel, shall be given a reasonable opportunity to review such Parent SEC Document before it is filed with the SEC, and Parent shall give due consideration to the reasonable additions, deletions or changes suggested thereto by such party. In addition, with respect to any Parent SEC Document that references a Transferor Party by name, Parent shall provide such Transferor Party and his, her or its counsel, with copies of any written comments, and shall inform them of any oral comments, that Parent or its counsel may receive from time to time from the SEC or its staff with respect to any Parent SEC Document promptly after receipt of such comments, and any written or oral responses thereto. With respect to any Parent SEC Document that references a Transferor Party by name, such Transferor Party and his, her or its counsel, shall be given a reasonable opportunity to review any such written responses and Parent shall give due consideration to the reasonable additions, deletions or changes suggested thereto by such party. Notwithstanding anything to the contrary set forth herein, all SEC compliance shall be at the Acquiring Parties’ sole cost and expense, which cost and expense shall not negatively impact the calculation of the Earn-Out Payment.

Parent SEC Documents. (a) Each of the Transferor Parties shall promptly furnish to Parent in writing all information concerning such Transferor Party that may be required by applicable securities laws or reasonably requested by Parent for inclusion in any registration statements, prospectuses, forms, reports, definitive proxy statements, schedules, statements and documents filed or furnished by Parent under the Securities Act or the Exchange Act, as the case may be, together with all certifications required pursuant to the Xxxxxxxx-Xxxxx Act of 2002, such documents and any other documents to be filed by Parent with the SEC (collectively, the “Parent SEC Documents”). Each of the Transferor Parties agrees to promptly correct any information provided by it for use in any Parent SEC Document, if and to the extent that it shall have become false or misleading in any material respect or as otherwise required by Applicable Law. With respect to any Parent SEC Document that references a Transferor Party by name, such Transferor Party and his, her or its counsel, shall be given a reasonable opportunity to review such Parent SEC Document before it is filed with the SEC, and Parent shall give due consideration to the reasonable additions, deletions or changes suggested thereto by such party. In addition, with respect to any Parent SEC Document that references a Transferor Party by name, Parent shall provide such Transferor Party and his, her or its counsel, with copies of any written comments, and shall inform them of any oral comments, that Parent or its counsel may receive from time to time from the SEC or its staff with respect to any Parent SEC Document promptly after receipt of such comments, and any written or oral responses thereto. With respect to any Parent SEC Document that references a Transferor Party by name, such Transferor Party and his, her or its counsel, shall be given a reasonable opportunity to review any such written responses and Parent shall give due consideration to the reasonable additions, deletions or changes suggested thereto by such party. Notwithstanding anything to the contrary set forth herein, all SEC compliance shall be at the Acquiring Parties’ sole cost and expense, which cost and expense shall not negatively impact the calculation of the Earn-Out Payment.

Parent SEC Documents. (a) Each of the Transferor Parties shall promptly furnish to Parent in writing all information concerning such Transferor Party that may be required by applicable securities laws or reasonably requested by Parent Parent, including, without limitation, the audited consolidated balance sheets and the related consolidated statements of income and expenses, shareholders’ equity, and cash flows of Transferor for the fiscal year ended as of December 31, 2012, together with all related notes and schedules thereto, accompanied by the reports thereon of the Company’s accountants, and any other financial statements or financial information reasonably requested by Parent, for inclusion in any registration statements, prospectuses, forms, reports, definitive proxy statements, schedules, statements and documents filed or furnished by Parent under the Securities Act or the Exchange Act, as the case may be, together with all certifications required pursuant to the Xxxxxxxx-Xxxxx Act of 2002, such documents and any other documents to be filed by Parent with the SEC (collectively, the “Parent SEC Documents”). Each of the Transferor Parties agrees to promptly correct any information provided by it for use in any Parent SEC Document, if and to the extent that it shall have become false or misleading in any material respect or as otherwise required by Applicable Law. With respect to any Parent SEC Document that references a Transferor Party by name, such Transferor Party and his, her or its counsel, shall be given a reasonable opportunity to review such Parent SEC Document before it is filed with the SEC, and Parent shall give due consideration to the reasonable additions, deletions or changes suggested thereto by such party. In addition, with respect to any Parent SEC Document that references a Transferor Party by name, Parent shall provide such Transferor Party and his, her or its counsel, with copies of any written comments, and shall inform them of any oral comments, that Parent or its counsel may receive from time to time from the SEC or its staff with respect to any Parent SEC Document promptly after receipt of such comments, and any written or oral responses thereto. With respect to any Parent SEC Document that references a Transferor Party by name, such Transferor Party and his, her or its counsel, shall be given a reasonable opportunity to review any such written responses and Parent shall give due consideration to the reasonable additions, deletions or changes suggested thereto by such party. Notwithstanding anything to the contrary set forth herein, all SEC compliance shall be at the Acquiring Parties’ sole cost and expense, which cost and expense shall not negatively impact the calculation of the Earn-Out Payment.

Parent SEC Documents. (a) Each of the Transferor Parties shall shall, at no expense to the Transferor Parties, promptly furnish to Parent in writing all information concerning such Transferor Party that may be required by applicable securities laws or reasonably requested by Parent for inclusion in any registration statements, prospectuses, forms, reports, definitive proxy statements, schedules, statements and documents filed or furnished by Parent under the Securities Act or the Exchange Act, as the case may be, together with all certifications required pursuant to the Xxxxxxxx-Xxxxx Act of 2002, such documents and any other documents to be filed by Parent with the SEC (collectively, the “Parent SEC Documents”). Each of the Transferor Parties agrees to promptly correct any information provided by it for use in any Parent SEC Document, if and to the extent that it shall have have, to the Transferor’s Knowledge, become false or misleading in any material respect or as otherwise required by Applicable Law. With respect to any Parent SEC Document that references a Transferor Party by name, such Transferor Party and his, her or its counsel, shall be given a reasonable opportunity to review such Parent SEC Document before it is filed with the SEC, and Parent shall give due consideration to the reasonable additions, deletions or changes suggested thereto by such party. In addition, with respect to any Parent SEC Document that references a Transferor Party by name, Parent shall provide such Transferor Party and his, her or its counsel, with copies of any written comments, and shall inform them of any oral comments, that Parent or its counsel may receive from time to time from the SEC or its staff with respect to any Parent SEC Document promptly after receipt of such comments, and any written or oral responses thereto. With respect to any Parent SEC Document that references a Transferor Party by name, such Transferor Party and his, her or its counsel, shall be given a reasonable opportunity to review any such written responses and Parent shall give due consideration to the reasonable additions, deletions or changes suggested thereto by such party. Notwithstanding anything to the contrary set forth herein, all SEC compliance shall be at the Acquiring Parties’ sole cost and expense, which cost and expense shall not negatively impact the calculation of the Earn-Out Payment.

Parent SEC Documents. (a) Each From the date of this Agreement until the one-year 47 anniversary of the Transferor Parties Effective Time, each of the Company and the Eligible Stockholders shall promptly furnish to Parent in writing all information concerning the Company and such Transferor Party that may be Eligible Stockholder reasonably required by applicable securities laws or laws, in each case that may be reasonably requested by Parent for inclusion in any registration statements, prospectuses, forms, reports, definitive proxy statements, schedules, statements and documents filed or furnished by Parent under the Securities Act or the Exchange Act, as the case may be, together with all certifications required pursuant to the Xxxxxxxx-Xxxxx Act of 2002, such documents and any other documents to be filed by Parent with the SEC (collectively, the “Parent SEC Documents”), and shall instruct the Company’s accountants to cooperate with Parent in the provision of such information. For the avoidance of doubt, such cooperation of the Company and its Accountants and the Eligible Stockholders shall include assisting with (1) Parent’s review and confirmation of the Unaudited Interim Balance Sheet and the related consolidated statements of income and expenses, stockholders’ or members’ equity, as applicable, and cash flows of the Company for the year-to-date period ended on March 31, 2014, and, (2) after the Closing, the preparation of pro forma audited financial statements as though the Company’s fiscal year end were changed to June 30 and such quarterly financial statements as may be required; provided, however, that Parent will be responsible for all costs of such audit. Each of the Transferor Parties Company and the Eligible Stockholders agrees to promptly correct any information previously provided by it for use in any Parent SEC Document, if and to the extent that it shall have become false or misleading in any material respect or as otherwise required by Applicable Lawrespect. With respect to any Parent SEC Document that references a Transferor Party an Eligible Stockholder by name, such Transferor Party Eligible Stockholder and his, her or its counsel, shall be given a reasonable opportunity to review such Parent SEC Document before it is filed with the SEC, and Parent shall give due consideration to the reasonable additions, deletions or changes suggested thereto by such party. In addition, with respect to any Parent SEC Document that references a Transferor Party an Eligible Stockholder by name, Parent shall provide such Transferor Party Eligible Stockholder and his, her or its counsel, with copies of any written comments, and shall promptly inform them of any oral comments, that Parent or its counsel may receive from time to time from the SEC or its staff with respect to any Parent SEC Document promptly after receipt of such comments, and any written or oral responses thereto. With respect to any Each Eligible Stockholder represents and warrants that none of the information supplied by or on behalf of such Eligible Stockholder for inclusion in a Parent SEC Document that references will contain any untrue statement of a Transferor Party by namematerial fact or omit to state any material fact required to be stated therein or necessary to make the statements therein, such Transferor Party and his, her or its counsel, shall be given a reasonable opportunity to review any such written responses and Parent shall give due consideration to the reasonable additions, deletions or changes suggested thereto by such party. Notwithstanding anything to the contrary set forth herein, all SEC compliance shall be at the Acquiring Parties’ sole cost and expense, which cost and expense shall not negatively impact the calculation in light of the Earn-Out Paymentcircumstances under which they were made, not misleading.

Parent SEC Documents. (a) Each of Parent has timely filed with or furnished to, as applicable, the Transferor Parties shall promptly furnish to Parent in writing SEC, all information concerning such Transferor Party that may be required by applicable securities laws or reasonably requested by Parent for inclusion in any reports, schedules, forms, registration statements, prospectuses, forms, reports, definitive proxy statements, schedulescertifications and other documents, statements and documents together with any amendments required to be made with respect thereto, that were required to be filed or furnished by Parent it during the prior twelve months under the Exchange Act and the Securities Act or the Exchange Act, as the case may be, (together with all certifications required pursuant to the Xxxxxxxx-Xxxxx Act of 2002, such documents exhibits and any other documents to be filed by Parent with the SEC (collectivelyinformation incorporated therein, the “Parent SEC Documents”). Each of the Transferor Parties agrees to promptly correct any information provided by it for use in any No such Parent SEC Document, at the time filed or furnished, or if and amended prior to the extent date hereof, as of the date of the amendment (and in the case of registration statements and proxy statements, on the dates of effectiveness and the dates of relevant meetings, respectively), 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 made therein, taken as a whole in light of the circumstances under which they were made, not misleading, except that it shall have become false or misleading information in any material respect or as otherwise required by Applicable Law. With respect to any the Parent SEC Document that references Documents as of a Transferor Party by name, such Transferor Party and his, her or its counsel, later date (but before the date of this Agreement) shall be given a reasonable opportunity deemed to review such modify information in the Parent SEC Document before it is filed Documents as of an earlier date. As of their respective filing dates or, if amended or superseded by a subsequent filing prior to the date hereof, as of the date of the last such amendment or superseding filing (and, in the case of registration statements and proxy statements, on the dates of effectiveness and the dates of the relevant meetings, respectively), each of the Parent SEC Documents complied as to form in all material respects with the SECapplicable requirements of the Securities Act, the Exchange Act, and the Xxxxxxxx-Xxxxx Act. As of the date of this Agreement, Parent shall give due consideration to has not received any comments from the reasonable additions, deletions or changes suggested thereto by such party. In addition, SEC with respect to any of the Parent SEC Document that references a Transferor Party by nameDocuments which remain unresolved, Parent shall provide such Transferor Party and his, her nor has it received any inquiry or its counsel, with copies of any written comments, and shall inform them of any oral comments, that Parent or its counsel may receive from time to time information request from the SEC or its staff with respect as of the date of this Agreement as to any matters affecting Parent SEC Document promptly after receipt of such comments, and any written or oral responses thereto. With respect to any Parent SEC Document that references a Transferor Party by name, such Transferor Party and his, her or its counsel, shall be given a reasonable opportunity to review any such written responses and Parent shall give due consideration to the reasonable additions, deletions or changes suggested thereto by such party. Notwithstanding anything to the contrary set forth herein, all SEC compliance shall be at the Acquiring Parties’ sole cost and expense, which cost and expense shall has not negatively impact the calculation of the Earn-Out Paymentbeen adequately addressed.

Parent SEC Documents. (a) Each Except as set forth on Section 4.11 of the Transferor Parties shall promptly furnish to Parent in writing all information concerning such Transferor Party that may be required by applicable securities laws or reasonably requested by Disclosure Schedule, since the consummation of the initial public offering of Parent’s securities, Parent for inclusion in any registration statements, prospectuses, forms, reports, definitive proxy statements, schedules, statements and documents has timely filed or furnished by Parent with the SEC all periodic reports required to be filed or furnished under the Securities Act or the Exchange ActAct (excluding Section 16) (such forms, as the case may bereports, together with all certifications required pursuant to the Xxxxxxxx-Xxxxx Act of 2002, such documents schedules and any other documents to be filed by Parent with the SEC (collectivelystatements, the “Parent SEC Documents”). Each As of their respective dates, each of the Transferor Parties agrees to promptly correct any information provided by it for use in any Parent SEC DocumentDocuments, if as amended (including all financial statements included therein, exhibits and schedules thereto and documents incorporated by reference therein), was prepared with and complied in all material respects with the applicable requirements of the Securities Act, the Exchange Act and the Xxxxxxxx-Xxxxx Act, as the case may be, and the rules and regulations of the SEC thereunder applicable to the extent that it shall have become false or misleading in any material respect or as otherwise required by Applicable Law. With respect to any Parent SEC Document that references a Transferor Party by name, such Transferor Party and his, her or its counsel, shall be given a reasonable opportunity to review such Parent SEC Document before it is Documents, and none of the Parent SEC Documents contained, when filed or, if amended prior to the Original Agreement Date, as of the date of such amendment with respect to those disclosures that are amended, any untrue statement of a material fact or omitted to state a material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they were made, not misleading. The Company acknowledges that (i) the Staff issued the Statement on April 12, 2021, (ii) Parent continues to review the Statement and its implications, including on the financial statements and other information included in the Parent SEC Documents and (iii) any restatement, revision or other modification of the Parent SEC Documents in connection with such review of the Statement or any subsequent agreements, orders, comments or other guidance from the Staff of the SEC regarding the accounting policies of Parent that are generally applicable to special purpose acquisition companies shall be deemed not material for purposes of this Agreement. No notice of any SEC review or investigation of Parent or such Parent SEC Documents has been received by Parent. To the knowledge of Parent, each director and executive officer of Parent has filed with the SEC, and Parent shall give due consideration to the reasonable additions, deletions or changes suggested thereto by such party. In addition, SEC on a timely basis all statements required with respect to Parent by Section 16(a) of the Exchange Act and the rules and regulations thereunder. As used in this Section 4.11, the term “file” will be broadly construed to include any Parent SEC Document that references manner in which a Transferor Party by namedocument or information is furnished, Parent shall provide such Transferor Party and his, her supplied or its counsel, with copies of any written comments, and shall inform them of any oral comments, that Parent or its counsel may receive from time otherwise made available to time from the SEC or its staff with respect to any Parent SEC Document promptly after receipt of such comments, and any written or oral responses thereto. With respect to any Parent SEC Document that references a Transferor Party by name, such Transferor Party and his, her or its counsel, shall be given a reasonable opportunity to review any such written responses and Parent shall give due consideration to the reasonable additions, deletions or changes suggested thereto by such party. Notwithstanding anything to the contrary set forth herein, all SEC compliance shall be at the Acquiring Parties’ sole cost and expense, which cost and expense shall not negatively impact the calculation of the Earn-Out PaymentNYSE.

Parent SEC Documents. (a) Each . From the date of this Agreement until the one-year anniversary of the Transferor Parties Effective Time, each of the Company and the Eligible Stockholders shall promptly furnish to Parent in writing all information concerning the Company and such Transferor Party that may be Eligible Stockholder reasonably required by applicable securities laws or laws, in each case that may be reasonably requested by Parent for inclusion in any registration statements, prospectuses, forms, reports, definitive proxy statements, schedules, statements and documents filed or furnished by Parent under the Securities Act or the Exchange Act, as the case may be, together with all certifications required pursuant to the Xxxxxxxx-Xxxxx Act of 2002, such documents and any other documents to be filed by Parent with the SEC (collectively, the “Parent SEC Documents”), and shall instruct the Company’s accountants to cooperate with Parent in the provision of such information. For the avoidance of doubt, such cooperation of the Company and its Accountants and the Eligible Stockholders shall include assisting with (1) Parent’s review and confirmation of the Unaudited Interim Financial Statements and the related consolidated statements of income and expenses, stockholders’ or members’ equity, as applicable, and cash flows of the Company for the year-to-date period ended on September 30, 2013, and, (2) after the Closing, the preparation of pro forma audited financial statements as though the Company’s fiscal year end were changed to June 30 and such quarterly financial statements as may be required; provided, however, that Parent will be responsible for all costs of such audit. Each of the Transferor Parties Company and the Eligible Stockholders agrees to promptly correct any information previously provided by it for use in any Parent SEC Document, if and to the extent that it shall have become false or misleading in any material respect or as otherwise required by Applicable Lawrespect. With respect to any Parent SEC Document that references a Transferor Party an Eligible Stockholder by name, such Transferor Party Eligible Stockholder and his, her or its counsel, shall be given a reasonable opportunity to review such Parent SEC Document before it is filed with the SEC, and Parent shall give due consideration to the reasonable additions, deletions or changes suggested thereto by such party. In addition, with respect to any Parent SEC Document that references a Transferor Party an Eligible Stockholder by name, Parent shall provide such Transferor Party Eligible Stockholder and his, her or its counsel, with copies of any written comments, and shall promptly inform them of any oral comments, that Parent or its counsel may receive from time to time from the SEC or its staff with respect to any Parent SEC Document promptly after receipt of such comments, and any written or oral responses thereto. With respect to any Each Eligible Stockholder represents and warrants that none of the information supplied by or on behalf of such Eligible Stockholder for inclusion in a Parent SEC Document that references will contain any untrue statement of a Transferor Party by namematerial fact or omit to state any material fact required to be stated therein or necessary to make the statements therein, such Transferor Party and his, her or its counsel, shall be given a reasonable opportunity to review any such written responses and Parent shall give due consideration to the reasonable additions, deletions or changes suggested thereto by such party. Notwithstanding anything to the contrary set forth herein, all SEC compliance shall be at the Acquiring Parties’ sole cost and expense, which cost and expense shall not negatively impact the calculation in light of the Earn-Out Paymentcircumstances under which they were made, not misleading.