Common use of Parent SEC Reports Clause in Contracts

Parent SEC Reports. Parent has filed with the SEC, and has heretofore made available to Target true and complete copies of, each form, registration statement, report, schedule, proxy or information statement and other document (including exhibits and amendments thereto), including its Annual Reports to Stockholders incorporated by reference in certain of such reports, filed with the SEC since January 1, 2000 under the Securities Act or the Exchange Act (collectively, the “Parent SEC Reports”). As of the respective dates such Parent SEC Reports were filed or, if any such Parent SEC Reports were amended, as of the date such amendment was filed, each Parent SEC Report, including any financial statements or schedules included therein, (a) complied in all material respects with all applicable requirements of the Securities Act and the Exchange Act, as the case may be, and the applicable rules and regulations promulgated thereunder, and (b) did not contain any untrue statement of a material fact or omit 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. No event since the date of the last Parent SEC Report has occurred that would require Parent to file a Current Report on Form 8-K other than the execution of this Agreement. All documents required to be filed with the SEC have been filed with the SEC. The Chief Executive Officer and Chief Financial Officer of Parent have each provided all certifications in the manner and at the time required under Sections 302 and 906 of the Xxxxxxxx-Xxxxx Act of 2002, and Parent has not become aware of any information or circumstances that could reasonably have caused the statements in those certifications to have been inaccurate or misleading in any respect at the time made.

Parent SEC Reports. (a) Parent has and its Subsidiaries have filed each report and definitive proxy statement (together with all amendments thereof and supplements thereto) required to be filed by Parent or any of its Subsidiaries pursuant to the SEC, and has heretofore made available to Target true and complete copies of, each form, registration statement, report, schedule, proxy or information statement and other document (including exhibits and amendments thereto), including its Annual Reports to Stockholders incorporated by reference in certain of such reports, filed Exchange Act with the SEC since January 1, 2000 under 2005 (as such documents have since the Securities Act time of their filing been amended or the Exchange Act (collectivelysupplemented, the “Parent SEC Reports”). As Each of the respective dates Parent SEC Reports filed on or prior to the date hereof, at the time of its filing (except as and to the extent such Parent SEC Reports were Report has been modified or superseded in any subsequent Parent SEC Report filed orand publicly available prior to the date hereof), if any such and each of the Parent SEC Reports were amended, as of filed after the date such amendment was filed, each Parent SEC Report, including any financial statements or schedules included thereinhereof, (ai) complied or will comply as to form in all material respects with all applicable the requirements of the Securities Exchange Act and the Exchange Act, as the case may be, and the applicable rules and regulations promulgated thereunder, and (bii) did not and will not contain any untrue statement of a material fact or omit 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. No event since The Parent SEC Reports filed on or prior to the date of hereof included, and if filed after the last Parent SEC Report has occurred that would require Parent to file a Current Report on Form 8-K other than the execution of this Agreement. All documents date hereof, will include, all certificates required to be filed with the SEC have been filed with the SEC. The Chief Executive Officer and Chief Financial Officer of Parent have each provided all certifications in the manner and at the time required under included therein pursuant to Sections 302 and 906 of the Xxxxxxxx-Xxxxx Act of 20022002 and the related rules and regulations promulgated under such act or the Exchange Act (the “Xxxxxxxx-Xxxxx Act”), and Parent has not become aware the internal control report and attestation of any information or circumstances that could reasonably have caused Parent’s outside auditors required by Section 404 of the statements in those certifications to have been inaccurate or misleading in any respect at the time madeXxxxxxxx-Xxxxx Act.

Parent SEC Reports. (a) Parent has filed or furnished all forms, reports and documents with the Securities and Exchange Commission (the “SEC, and has heretofore made available ”) that have been required to Target true and complete copies of, each form, registration statement, report, schedule, proxy be filed or information statement and other document (including exhibits and amendments thereto), including its Annual Reports to Stockholders incorporated furnished by reference in certain of such reports, filed with the SEC it under applicable Laws since January 1, 2000 under the Securities Act or the Exchange Act 2008 (collectivelyall such forms, reports and documents, the “Parent SEC Reports”). As of the respective dates such Parent Each SEC Reports were filed Report (or, if any amended or superseded by a filing prior to the date of this Agreement, on the date of such Parent SEC Reports were amended, amended or superseding filing) complied as of the date such amendment was filedits filing date, each Parent SEC Report, including any financial statements or schedules included therein, (a) complied in all material respects with all to the applicable requirements of the Securities Act and of 1933, as amended (the “Securities Act”) or the Securities Exchange Act of 1934, as amended (the “Exchange Act”), as the case may be, each as in effect on the date such SEC Report was filed. True and correct copies of all SEC Reports filed prior to the date hereof, whether or not required under applicable rules Law, have been furnished to the Company or are publicly available in the Electronic Data Gathering, Analysis and regulations promulgated thereunderRetrieval (XXXXX) database of the SEC. As of its filing date (or, if amended or superseded by a filing prior to the date of this Agreement, on the date of such amended or superseding filing), each SEC Report did not, and (b) did in the case of such SEC Report filed by Parent with the SEC after the date of this Agreement and prior to the Effective Time, will not as of the time they are filed, contain any untrue statement of a material fact or omit to state a any material fact required to be stated therein or necessary in order to make the statements made therein, in the light of the circumstances under which they were made, not misleading. No event since the date None of the last Subsidiaries of Parent SEC Report has occurred that would require Parent is required to file a Current Report on Form 8-K any forms, reports, schedules, statements or other than the execution of this Agreement. All documents required to be filed with the SEC have been filed with the SEC. The Chief Executive Officer and Chief Financial Officer of Parent have each provided all certifications in the manner and at the time required under Sections 302 and 906 of the Xxxxxxxx-Xxxxx Act of 2002, and Parent has not become aware of any information or circumstances that could reasonably have caused the statements in those certifications to have been inaccurate or misleading in any respect at the time made.

Parent SEC Reports. Parent has filed with the SEC, and has heretofore made available to Target true and complete copies ofSeller via XXXXX all forms, each form, registration statement, report, schedule, proxy or information statement reports and other document (including exhibits and amendments thereto), including its Annual Reports to Stockholders incorporated documents publicly filed by reference in certain of such reports, filed Parent with the SEC under the Securities Exchange Act, since January 1, 2000 under 2009. All such forms, reports and other documents (including those that Parent may file after the Securities Act or date hereof and prior to the Exchange Act (collectively, Closing Date) are referred to herein as the “Parent SEC Reports”). As of the respective dates such .” The Parent SEC Reports (i) were or will be filed or, if any such Parent SEC Reports were amended, as of the date such amendment was filed, each Parent SEC Report, including any financial statements or schedules included thereinon a timely basis, (aii) complied comply or will comply, in all material respects respects, with all the applicable requirements of the Securities Exchange Act and the Exchange Act, as the case may be, and the applicable rules and regulations promulgated of the SEC thereunder, and (biii) did not, or will not at the time they were or are filed, contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading. No event since the date of Since the last date on which a Parent SEC Report was filed, there has occurred that would require been no material adverse change in the assets, liabilities, condition (financial or otherwise), operating results, business or prospects of Parent or in the ability of Parent to file a Current Report on Form 8-K other than perform its obligations under this Agreement or that could materially impair or prohibit the execution consummation of the transactions contemplated by this Agreement. All documents required to be filed with the SEC have been filed with the SEC. The Chief Executive Officer and Chief Financial Officer of Parent have each provided all certifications in the manner and at the time required under Sections 302 and 906 of the Xxxxxxxx-Xxxxx Act of 2002, and Parent has not become aware of any information or circumstances that could reasonably have caused the statements in those certifications to have been inaccurate or misleading in any respect at the time made.

Parent SEC Reports. Parent has filed all forms, reports and documents with the SEC, and has heretofore made available to Target true and complete copies of, each form, registration statement, report, schedule, proxy or information statement and other document SEC (including exhibits and amendments thereto)other information incorporated therein) that have been required to be filed by it under applicable laws from December 31, 2005 through and including its Annual Reports the date hereof, and Parent will file prior to Stockholders incorporated by reference in certain of such reportsthe Effective Time all forms, filed reports and documents with the SEC since January 1(including exhibits and other information incorporated therein) that are required to be filed by it under applicable laws prior to such time (all such forms, 2000 under reports and documents, together with any other forms, reports or other documents filed by Parent with the Securities Act SEC on or prior to the Exchange Act (collectivelyEffective Time that are not required to be so filed, the “"Parent SEC Reports”"). As of the respective dates such Each Parent SEC Reports were filed orReport complied, if any such Parent SEC Reports were amendedor will comply, as the case may be, as of the date such amendment was filedits filing date, each Parent SEC Report, including any financial statements or schedules included therein, (a) complied as to form in all material respects with all the applicable requirements of the Securities Act and or the Exchange Act, as the case may be, each as in effect on the date such Parent SEC Report was, or will be, filed. As of its filing date (or, if amended or superseded by a filing prior to the date of this Agreement, on the date of such amended or superseded filing), each Parent SEC Report did not and the applicable rules and regulations promulgated thereunder, and (b) did will not contain any untrue statement of a material fact or omit to state a any material fact required to be stated therein or necessary in order to make the statements made therein, in the light of the circumstances under which they were made, not misleading. No event since the date None of the last Parent SEC Report has occurred that would require Parent Parent's Subsidiaries is required to file a Current Report on Form 8-K any forms, reports or other than the execution of this Agreement. All documents required to be filed with the SEC have been filed with the SEC. The Chief Executive Officer and Chief Financial Officer No executive officer of Parent have each provided all has failed to make the certifications in required of him or her required by Rule 13a-14 or 15d-14 under the manner Exchange Act and at the time required under Sections Section 302 and or 906 of the Xxxxxxxx-Xxxxx Act with respect to any Parent SEC Report, except as disclosed in certifications filed with the Parent SEC Reports. Neither Parent nor any of 2002its executive officers has received written notice from any Governmental Entity challenging or questioning the accuracy, and completeness, form or manner of filing of such certifications. Parent has heretofore made available to the Company complete and correct copies of all amendments and modifications that have not become aware been filed by Parent with the SEC to all agreements, documents and other instruments that previously had been filed by Parent with the SEC and are currently in effect. Parent has made available to the Company comment letters received by Parent from the SEC or the staff thereof since December 31, 2005 and all responses to such comment letters filed by or on behalf of any information or circumstances that could reasonably have caused the statements in those certifications to have been inaccurate or misleading in any respect at the time madeParent.

Parent SEC Reports. Parent has timely filed with, or furnished to, as applicable, the SEC all forms, reports and documents required to be filed or furnished by it since March 1, 2007 (all such forms, reports and documents, together with the SEC, and has heretofore made available to Target true and complete copies of, each form, registration statement, report, schedule, proxy or information statement and other document (including exhibits and amendments thereto), including its Annual Reports to Stockholders incorporated any documents filed during such period by reference in certain of such reports, filed Parent with the SEC since January 1on a voluntary basis on Current Reports on Form 8-K and, 2000 under the Securities Act or the Exchange Act (collectivelyin all cases, all exhibits and schedules thereto, the “Parent SEC Reports”). As , each of which complied in all material respects, as of its filing date (or, if amended or superseded by a filing prior to the date of this Agreement, on the date of such amended or superseded filing), with the applicable requirements of the respective dates Securities Act or the Exchange Act, as the case may be, each as in effect on the date such Parent SEC Reports were filed orReport was filed, if except as otherwise disclosed in any such Parent SEC Reports were amendedReport. As of its filing date (or, as of if amended or superseded by a filing prior to the date of this Agreement, on the date of such amendment was filedamended or superseded filing), each Parent SEC Report, including any financial statements or schedules included or incorporated by reference therein, (a) complied in all material respects with all applicable requirements of the Securities Act and the Exchange Act, as the case may be, and the applicable rules and regulations promulgated thereunder, and (b) did not contain any untrue statement of a material fact or omit to state a any material fact required to be stated therein or necessary in order to make the statements made therein, in light of the circumstances under which they were made, not misleading. No event since True and correct copies of all Parent SEC Reports filed prior to the date hereof have been furnished to the Company or are publicly available in the XXXXX database of the last Parent SEC Report has occurred that would require Parent SEC. None of Parent’s Subsidiaries is required to file a Current Report on Form 8-K any forms, reports or other than the execution of this Agreement. All documents required to be filed with the SEC have been filed with the SEC. The Chief Executive Officer and Chief Financial Officer No executive officer of Parent have each provided all has failed in any respect to make the certifications in the manner and at the time required of him or her under Sections Section 302 and or 906 of the Xxxxxxxx-Xxxxx Act of 2002with respect to any Parent SEC Report, and neither Parent nor any of its executive officers has not become aware received notice from any Governmental Entity challenging or questioning the accuracy, completeness, form or manner of any information or circumstances that could reasonably have caused the statements in those certifications to have been inaccurate or misleading in any respect at the time madefiling of such certifications.

Parent SEC Reports. Parent has timely filed with, or furnished to, as applicable, the SEC all forms, reports and documents required to be filed or furnished by it since March 1, 2007 (all such forms, reports and documents, together with the SEC, and has heretofore made available to Target true and complete copies of, each form, registration statement, report, schedule, proxy or information statement and other document (including exhibits and amendments thereto), including its Annual Reports to Stockholders incorporated any documents filed during such period by reference in certain of such reports, filed Parent with the SEC since January 1on a voluntary basis on Current Reports on Form 8-K 42 and, 2000 under the Securities Act or the Exchange Act (collectivelyin all cases, all exhibits and schedules thereto, the “Parent SEC Reports”). As , each of which complied in all material respects, as of its filing date (or, if amended or superseded by a filing prior to the date of this Agreement, on the date of such amended or superseded filing), with the applicable requirements of the respective dates Securities Act or the Exchange Act, as the case may be, each as in effect on the date such Parent SEC Reports were filed orReport was filed, if except as otherwise disclosed in any such Parent SEC Reports were amendedReport. As of its filing date (or, as of if amended or superseded by a filing prior to the date of this Agreement, on the date of such amendment was filedamended or superseded filing), each Parent SEC Report, including any financial statements or schedules included or incorporated by reference therein, (a) complied in all material respects with all applicable requirements of the Securities Act and the Exchange Act, as the case may be, and the applicable rules and regulations promulgated thereunder, and (b) did not contain any untrue statement of a material fact or omit to state a any material fact required to be stated therein or necessary in order to make the statements made therein, in light of the circumstances under which they were made, not misleading. No event since True and correct copies of all Parent SEC Reports filed prior to the date hereof have been furnished to the Company or are publicly available in the XXXXX database of the last Parent SEC Report has occurred that would require Parent SEC. None of Parent’s Subsidiaries is required to file a Current Report on Form 8-K any forms, reports or other than the execution of this Agreement. All documents required to be filed with the SEC have been filed with the SEC. The Chief Executive Officer and Chief Financial Officer No executive officer of Parent have each provided all has failed in any respect to make the certifications in the manner and at the time required of him or her under Sections Section 302 and or 906 of the Xxxxxxxx-Xxxxx Act of 2002with respect to any Parent SEC Report, and neither Parent nor any of its executive officers has not become aware received notice from any Governmental Entity challenging or questioning the accuracy, completeness, form or manner of any information or circumstances that could reasonably have caused the statements in those certifications to have been inaccurate or misleading in any respect at the time madefiling of such certifications.

Parent SEC Reports. (a) Parent has and its Subsidiaries have filed each report and definitive proxy statement (together with all amendments thereof and supplements thereto) required to be filed by Parent or any of its Subsidiaries pursuant to the SEC, and has heretofore made available to Target true and complete copies of, each form, registration statement, report, schedule, proxy or information statement and other document (including exhibits and amendments thereto), including its Annual Reports to Stockholders incorporated by reference in certain of such reports, filed Exchange Act with the SEC since January 1, 2000 under 2005 (as such documents have since the Securities Act time of their filing been amended or the Exchange Act (collectivelysupplemented, the “Parent SEC Reports”). As Each of the respective dates Parent SEC Reports filed on or prior to the date hereof, at the time of its filing (except as and to the extent such Parent SEC Reports were Report has been modified or superseded in any subsequent Parent SEC Report filed orand publicly available prior to the date hereof), if any such and each of the Parent SEC Reports were amended, as of filed after the date such amendment was filed, each Parent SEC Report, including any financial statements or schedules included thereinhereof, (ai) complied or will comply as to form in all material respects with all applicable the requirements of the Securities Exchange Act and the Exchange Act, as the case may be, and the applicable rules and regulations promulgated thereunder, and (bii) did not and will not contain any untrue statement of a material fact or omit 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. No event since The Parent SEC Reports filed on or prior to the date of hereof included, and if filed after the last Parent SEC Report has occurred that would require Parent to file a Current Report on Form 8-K other than the execution of this Agreement. All documents date hereof, will include, all certificates required to be filed with the SEC have been filed with the SEC. The Chief Executive Officer and Chief Financial Officer of Parent have each provided all certifications in the manner and at the time required under included therein pursuant to Sections 302 and 906 of the XxxxxxxxSxxxxxxx-Xxxxx Act of 20022002 and the related rules and regulations promulgated under such act or the Exchange Act (the “Sxxxxxxx-Xxxxx Act”), and Parent has not become aware the internal control report and attestation of any information or circumstances that could reasonably have caused Parent’s outside auditors required by Section 404 of the statements in those certifications to have been inaccurate or misleading in any respect at the time madeSxxxxxxx-Xxxxx Act.

Parent SEC Reports. (a) Parent has filed all forms, reports and documents with the SEC, and has heretofore made available to Target true and complete copies of, each form, registration statement, report, schedule, proxy or information statement and other document SEC (including exhibits and amendments thereto)other information incorporated therein) that have been required to be filed by it under applicable laws from December 31, 2005 through and including its Annual Reports the date hereof, and Parent will file prior to Stockholders incorporated by reference in certain of such reportsthe Effective Time all forms, filed reports and documents with the SEC since January 1(including exhibits and other information incorporated therein) that are required to be filed by it under applicable laws prior to such time (all such forms, 2000 under reports and documents, together with any other forms, reports or other documents filed by Parent with the Securities Act SEC on or prior to the Exchange Act (collectivelyEffective Time that are not required to be so filed, the “Parent SEC Reports”). As of the respective dates such Each Parent SEC Reports were filed orReport complied, if any such Parent SEC Reports were amendedor will comply, as the case may be, as of the date such amendment was filedits filing date, each Parent SEC Report, including any financial statements or schedules included therein, (a) complied as to form in all material respects with all the applicable requirements of the Securities Act and or the Exchange Act, as the case may be, each as in effect on the date such Parent SEC Report was, or will be, filed. As of its filing date (or, if amended or superseded by a filing prior to the date of this Agreement, on the date of such amended or superseded filing), each Parent SEC Report did not and the applicable rules and regulations promulgated thereunder, and (b) did will not contain any untrue statement of a material fact or omit to state a any material fact required to be stated therein or necessary in order to make the statements made therein, in the light of the circumstances under which they were made, not misleading. No event since the date None of the last Parent SEC Report has occurred that would require Parent Parent’s Subsidiaries is required to file a Current Report on Form 8-K any forms, reports or other than the execution of this Agreement. All documents required to be filed with the SEC have been filed with the SEC. The Chief Executive Officer and Chief Financial Officer No executive officer of Parent have each provided all has failed to make the certifications in required of him or her required by Rule 13a-14 or 15d-14 under the manner Exchange Act and at the time required under Sections Section 302 and or 906 of the Xxxxxxxx-Xxxxx Act with respect to any Parent SEC Report, except as disclosed in certifications filed with the Parent SEC Reports. Neither Parent nor any of 2002its executive officers has received written notice from any Governmental Entity challenging or questioning the accuracy, and Parent has not become aware completeness, form or manner of any information or circumstances that could reasonably have caused the statements in those certifications to have been inaccurate or misleading in any respect at the time madefiling of such certifications.