Common use of Purchaser SEC Documents Clause in Contracts

Purchaser SEC Documents. The Purchaser has filed all reports, schedules, forms, statements and other documents (including exhibits and other information incorporated therein) with the Securities and Exchange Commission (the “SEC”) required to be filed by the Purchaser since January 1, 2002 (the “Purchaser SEC Documents”). As of their respective dates, the Purchaser SEC Documents complied in all material respects with the requirements of the Securities Act of 1933, as amended (the “Securities Act”), or the Securities Exchange Act of 1934, as amended (the “Exchange Act”), as the case may be, and the rules and regulations of the SEC promulgated thereunder applicable to such Purchaser SEC Documents, and none of the Purchaser SEC Documents 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. Except to the extent that information contained in any Purchaser SEC Document has been revised or superseded by a later-filed Purchaser SEC Document, none of the Purchaser SEC Documents contains any untrue statement of a material fact or omits to state any material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 (including the related notes) of the Purchaser included in the Purchaser SEC Documents complied at the time they were filed as to form in all material respects with applicable accounting requirements and the published rules and regulations of the SEC with respect thereto, have been prepared in accordance with generally accepted accounting principles in the United States (“GAAP”) (except, in the case of unaudited statements, as permitted by Form 10-Q and Form 10-QSB of the SEC) applied on a consistent basis during the periods involved (except as may be indicated in the notes thereto) and each fairly presented in all material respects the consolidated financial position of the Purchaser and its consolidated subsidiaries as of the dates thereof and the consolidated results of their operations and cash flows for the periods then ended (subject, in the case of unaudited statements, to normal year-end audit adjustments). Except as disclosed in the Purchaser SEC Documents filed by the Purchaser and publicly available prior to the date of this Agreement (the “Filed Purchaser SEC Documents”), neither the Purchaser nor any of its subsidiaries has any liabilities or obligations of any nature (whether accrued, absolute, contingent or otherwise) which individually or in the aggregate have had or would reasonably be expected to have a material adverse effect on Purchaser. None of the subsidiaries of the Purchaser are, or have at any time since January 1, 2002, been, subject to the reporting requirements of Sections 13(a) and 15(d) of the Exchange Act.

Purchaser SEC Documents. The Purchaser has filed with the SEC all forms, reports, schedules, formsstatements, statements exhibits and other documents (including exhibits and other information incorporated therein) with the Securities and Exchange Commission (the “SEC”) required to be filed by under the Purchaser since January 1Exchange Act or the Securities Act (collectively, 2002 (the “Purchaser SEC Documents”). As of their respective datesits filing date or, if amended, as of the date of the last such amendment, each Purchaser SEC Documents Document fully complied in all material respects with the applicable requirements of the Securities Exchange Act of 1933, as amended (and the “Securities Act”), or the Securities Exchange Act of 1934, as amended (the “Exchange Act”), as the case may be, and the applicable rules and regulations of the SEC promulgated thereunder applicable to thereunder. As of its filing date or, if amended, as of the date of the last such amendment, each Table of Contents Purchaser SEC Documents, and none of Document filed pursuant to the Purchaser SEC Documents contained Exchange Act did not contain any untrue statement of a material fact or omitted 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. Except to the extent that information contained in any Each Purchaser SEC Document has been revised that is a registration statement, as amended or superseded by a later-supplemented, if applicable, filed Purchaser SEC Documentpursuant to the Securities Act, none as of the Purchaser SEC Documents contains date such registration statement or amendment became effective, did not contain any untrue statement of a material fact or omits omit to state any 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, therein not misleading. The All of the audited consolidated financial statements (including the related notes) of the Purchaser and unaudited consolidated interim financial statements included in the Purchaser SEC Documents complied at (i) have been prepared from, are in accordance with and accurately reflect the time they were filed as to form books and records of Purchaser, (ii) fully comply in all material respects with the applicable accounting requirements and with the published rules and regulations of the SEC with respect thereto, have been (iii) were prepared in accordance with generally accepted accounting principles in the United States (“GAAP”) (except, in the case of unaudited statements, as permitted by Form 10-Q and Form 10-QSB of the SEC) GAAP applied on a consistent basis during the periods involved (except as may be indicated in the notes theretothereto and except, in the case of the unaudited interim statements, as may be permitted under Form 10-Q of the Exchange Act) and each (iv) fairly presented present, in all material respects respects, the consolidated financial position of the Purchaser and its consolidated subsidiaries as of the dates thereof and the consolidated results of their operations and cash flows for the periods then ended (subject, in the case of unaudited interim financial statements, to normal year-year end audit adjustments)) of Purchaser and its consolidated Subsidiaries as of the dates and for the periods referred to therein. Except Notwithstanding anything in this Section 3.08 to the contrary, Purchaser makes no representation or warranty as disclosed to any information with respect to the Sellers, the Company or its Subsidiaries included in the Purchaser SEC Documents filed by after the Purchaser and publicly available prior date hereof to the date extent such information is provided by or on behalf of this Agreement (the “Filed Purchaser SEC Documents”), neither the Purchaser nor any of its subsidiaries has any liabilities or obligations of any nature (whether accrued, absolute, contingent or otherwise) which individually or in the aggregate have had or would reasonably be expected to have a material adverse effect on Purchaser. None of the subsidiaries of the Purchaser are, or have at any time since January 1, 2002, been, subject to the reporting requirements of Sections 13(a) and 15(d) of the Exchange Actthem.

Purchaser SEC Documents. The Purchaser has timely filed all reports, schedules, forms, statements and other documents (including exhibits and other information incorporated therein) with the Securities and Exchange Commission (the “SEC”) all forms, reports, schedules, statements and other documents required to be filed by the Purchaser it since January 1, 2002 (the “Purchaser SEC Documents”). As of their respective dates, the Purchaser SEC Documents complied in all material respects with the requirements of the Securities Act of 1933, as amended (the “Securities Act”), or 2013 under the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or the Securities Act (such documents, as supplemented and amended since the case may betime of filing, and collectively, the rules and regulations of the “Purchaser SEC promulgated thereunder applicable to such Documents”). The Purchaser SEC Documents, including any financial statements or schedules included therein, at the time filed (and, in the case of registration statements and none proxy statements, on the dates of effectiveness and the Purchaser SEC Documents contained dates of mailing, respectively) (a) did not contain any untrue statement of a material fact or omitted 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. Except to , and (b) complied in all material respects with the extent that information contained in any Purchaser SEC Document has been revised or superseded by a later-filed Purchaser SEC Document, none applicable requirements of the Purchaser SEC Documents contains any untrue statement of a material fact or omits to state any material fact required to be stated therein or necessary in order to make Exchange Act and the statements thereinSecurities Act, in light of as the circumstances under which they were made, not misleadingcase may be. The financial statements (including the related notes) of the Purchaser included in the Purchaser SEC Documents complied at the time they were filed (and, in the case of registration statements and proxy statements on the dates of effectiveness and the dates of mailing, respectively) complied as to form in all material respects with applicable accounting requirements and with the published rules and regulations of the SEC Securities and Exchange Commission with respect thereto, have been were prepared in accordance with generally accepted accounting principles GAAP (except as may be indicated in the United States (“GAAP”) (exceptnotes thereto or, in the case of unaudited statements, as permitted by Form 10-Q and Form 10-QSB of the SEC) applied on a consistent basis during the periods involved Securities and Exchange Commission), and fairly present (except as may be indicated subject in the notes theretocase of unaudited statements to normal, recurring audit adjustments) and each fairly presented in all material respects the consolidated financial position of the Purchaser and its consolidated subsidiaries as of the dates thereof and the consolidated results of their operations and cash flows for the periods then ended (subject, in the case of unaudited statements, to normal year-end audit adjustments). Except as disclosed in the Purchaser SEC Documents filed by the Purchaser and publicly available prior to the date of this Agreement (the “Filed Purchaser SEC Documents”), neither the Purchaser nor any of its subsidiaries has any liabilities or obligations of any nature (whether accrued, absolute, contingent or otherwise) which individually or in the aggregate have had or would reasonably be expected to have a material adverse effect on Purchaser. None of the subsidiaries of the Purchaser are, or have at any time since January 1, 2002, been, subject to the reporting requirements of Sections 13(a) and 15(d) of the Exchange Actended.

Purchaser SEC Documents. Except as set forth on Schedule 5.5, The Purchaser has timely filed all reports, schedules, forms, statements and other documents (including exhibits and other information incorporated therein) with the Securities and Exchange Commission (the “SEC”) SEC required to be filed by the Purchaser since January 1, 2002 2005 (such documents, the “Purchaser SEC Documents”). As Each of their respective dates, the Purchaser SEC Documents Documents, as amended or superseded by a subsequent filing made prior to the date of this Agreement, complied in all material respects with with, to the extent in effect at the time of filing, the requirements of the Securities Act of 19331933 Act, as amended (the “Securities Act”), or the Securities Exchange Act of 1934, as amended (the “Exchange Act”), as the case may be, and the rules and regulations of the SEC promulgated thereunder SOX applicable to such Purchaser SEC Documents, and none of the Purchaser SEC Documents when filed or, if so amended or superseded, prior to the date hereof, as of the date of such amendment or superseding filing, 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. Except to the extent that information contained in any Purchaser SEC Document has been revised or superseded by a later-filed Purchaser SEC Document, none Each of the Purchaser SEC Documents contains any untrue statement of a material fact or omits to state any 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 (including the related notes) of the Purchaser included in the Purchaser SEC Documents (or incorporated therein by reference) complied at the time they were it was filed as to form in all material respects with the applicable accounting requirements and the published rules and regulations of the SEC with respect theretothereto in effect at the time of such filing, have had been prepared in accordance with generally accepted accounting principles in the United States (“GAAP”) GAAP (except, in the case of unaudited statements, as permitted by Form 10-Q the rules and Form 10-QSB regulations of the SEC) applied on a consistent basis during the periods involved (except as may be indicated in the notes thereto) and each fairly presented in all material respects the consolidated financial position of the Purchaser and its consolidated subsidiaries as of the dates thereof and the consolidated results of their operations and cash flows for the periods then ended (subject, in the case of unaudited statements, to normal year-end audit adjustments). Except as disclosed in the Purchaser SEC Documents filed by the Purchaser and publicly available prior to the date of this Agreement (the “Filed Purchaser SEC Documents”)) or Schedule 5.5, neither the Purchaser nor any of its subsidiaries has any liabilities or obligations of any nature (whether absolute, accrued, absoluteknown or unknown, contingent or otherwise) nor, to the knowledge of Purchaser, does any basis exist therefor, other than (i) liabilities or obligations which would not, individually or in the aggregate have had or would aggregate, reasonably be expected to have a material adverse effect on PurchaserPurchaser Material Adverse Effect, (ii) liabilities or obligations incurred pursuant to contracts entered into after the date hereof not in violation of this Agreement and (iii) liabilities or obligations incurred pursuant to this Agreement. None of the subsidiaries of Neither the Purchaser arenor Merger Sub is a party to, or have at has any time since January 1commitment to become a party to, 2002any joint venture, beenoff-balance-sheet partnership or any similar contract or arrangement (including any contract or arrangement relating to any transaction or relationship between or among the Purchaser and any of its subsidiaries, subject to on the reporting requirements of Sections 13(a) one hand, and 15(dany unconsolidated Affiliate, including any structured finance, special purpose or limited purpose entity or person, on the other hand, or any “off-balance sheet arrangement” (as defined in Item 303(a) of Regulation S-K), where the Exchange Actresult, purpose or intended effect of such contract or arrangement is to avoid disclosure of any material transaction involving, or material liabilities of, the Purchaser or any of its subsidiaries in the Purchaser’s published financial statements or other Purchaser SEC Documents.