Common use of SEC Documents; Financial Statements; Undisclosed Liabilities Clause in Contracts

SEC Documents; Financial Statements; Undisclosed Liabilities. (a) The Company has timely filed with the SEC all Company SEC Documents. As of its respective date, each Company SEC Document, including, without limitation, any financial statements or schedules included therein, complied in all material respects with the requirements of the Securities Act and Exchange Act, as the case may be, and the rules and regulations of the SEC promulgated thereunder applicable to such Company SEC Documents, and 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. Except to the extent that information contained in any Company SEC Document has been revised or superseded by a later filed Filed Company SEC Document, none of the Company SEC Documents contains any untrue statement of a material fact or omits to state any material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.

Appears in 3 contracts

Samples: Agreement and Plan of Merger (Illinois Tool Works Inc), Agreement and Plan of Merger (Foilmark Inc), Agreement and Plan of Merger (Illinois Tool Works Inc)

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SEC Documents; Financial Statements; Undisclosed Liabilities. (a) The Company LRC has timely filed all forms, reports and documents required to be filed with the SEC all Company since June 30, 1995, and has made available to OSI such forms, reports and documents in the form filed with the SEC. All such required forms, reports and documents (including those that LRC may file subsequent to the date hereof until the Closing) are referred to herein as the "LRC SEC Documents. ." As of its their respective datedates, each Company the LRC SEC Document, including, without limitation, any financial statements or schedules included therein, complied Documents (i) were prepared in all material respects accordance with the requirements of the Securities Act and or the Exchange Act, as the case may be, and the rules and regulations of the SEC promulgated thereunder applicable to such Company LRC SEC Documents, and (ii) did not at the time they were filed (and if amended or superseded by a filing prior to the date of this Agreement, then on the date of such filing) contain any untrue statement of a material fact or omit to state a material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. Except to the extent that information contained in any Company SEC Document has been revised or superseded by a later filed Filed Company SEC Document, none None of the Company SEC Documents contains any untrue statement of a material fact or omits to state any material fact LRC's subsidiaries is required to be stated therein file any forms, reports or necessary in order to make other documents with the statements therein, in light of the circumstances under which they were made, not misleadingSEC.

Appears in 2 contracts

Samples: Agreement and Plan of Merger (Lam Research Corp), Agreement and Plan of Merger (Lam Research Corp)

SEC Documents; Financial Statements; Undisclosed Liabilities. (a) The Except as identified in Section 4.06(a) of the Company Disclosure Letter, the Company has timely filed with with, or furnished to, the SEC all Company SEC Documents. As of its respective date, each Company SEC Document, including, without limitation, including any financial statements or schedules included therein, complied in all material respects with the requirements of the Securities Act and the Exchange Act, as the case may be, and the rules and regulations of the SEC promulgated thereunder applicable to such Company SEC Documents, and 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. Except to the extent that information contained in any Filed Company SEC Document has been revised or superseded by a later later-filed Filed Company SEC Document, none of the Company 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. None of the Company Subsidiaries is required to file any reports with the SEC.

Appears in 2 contracts

Samples: Agreement and Plan of Merger (CFC International Inc), Agreement and Plan of Merger (Illinois Tool Works Inc)

SEC Documents; Financial Statements; Undisclosed Liabilities. (a) The Company has timely filed with or furnished to the SEC SEC, as applicable, all Company SEC Documents. As of its respective date, each Company SEC Document, including, without limitation, Document (including any financial statements or schedules included therein, ) complied in all material respects with the applicable requirements of the Securities Act and the Exchange Act, as the case may be, and the rules and regulations of the SEC promulgated thereunder applicable to such Company SEC Documents, and 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. Except As of the date hereof, there are no outstanding or unresolved comments in comment letters from the SEC with respect to any of the extent that information contained in any Company SEC Document has been revised or superseded by a later filed Filed Company SEC DocumentDocuments. To the Knowledge of the Company, as of the date hereof, none of the Company SEC Documents contains any untrue statement is the subject of a material fact ongoing SEC review, outstanding SEC comment 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 misleadingoutstanding SEC investigation.

Appears in 2 contracts

Samples: Agreement and Plan of Merger (Pre Paid Legal Services Inc), Agreement and Plan of Merger (Pre Paid Legal Services Inc)

SEC Documents; Financial Statements; Undisclosed Liabilities. (a) The Company Republic has timely filed with or furnished to the SEC SEC, as applicable, all Company Republic SEC Documents. As of its respective date, each Company Republic SEC Document, including, without limitation, Document (including any financial statements or schedules included therein, ) complied in all material respects with the applicable requirements of the Securities Act and the Exchange Act, as the case may be, and the rules and regulations of the SEC promulgated thereunder applicable to such Company Republic SEC DocumentsDocument, and 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. Except to the extent that information contained in any Company Republic SEC Document has been revised or superseded by a later filed Filed Company Republic SEC Document, none of the Company Republic 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.

Appears in 2 contracts

Samples: Agreement and Plan of Merger (Allied Waste Industries Inc), Agreement and Plan of Merger (Republic Services Inc)

SEC Documents; Financial Statements; Undisclosed Liabilities. (a) The Company Allied has timely filed with or furnished to the SEC SEC, as applicable, all Company Allied SEC Documents. As of its respective date, each Company Allied SEC Document, including, without limitation, Document (including any financial statements or schedules included therein, ) complied in all material respects with the applicable requirements of the Securities Act and the Exchange Act, as the case may be, and the rules and regulations of the SEC promulgated thereunder applicable to such Company Allied SEC DocumentsDocument, and 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. Except to the extent that information contained in any Company Allied SEC Document has been revised or superseded by a later filed Filed Company Allied SEC Document, none of the Company Allied 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.

Appears in 2 contracts

Samples: Agreement and Plan of Merger (Allied Waste Industries Inc), Agreement and Plan of Merger (Republic Services Inc)

SEC Documents; Financial Statements; Undisclosed Liabilities. (a) The Company has timely filed with the SEC all Company SEC Documents. As of its respective date, each Company SEC Document, including, without limitation, any financial statements or schedules included therein, complied in all material respects with the requirements of the Securities Act and Exchange Act, as the case may be, and the rules and regulations of the SEC promulgated thereunder applicable to such Company SEC DocumentsDocument, and 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. Except to the extent that information contained in any Company SEC Document has been revised or superseded by a later filed Filed Company SEC Document, none of the Company 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.

Appears in 1 contract

Samples: Agreement and Plan of Merger (Ford Motor Co)

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SEC Documents; Financial Statements; Undisclosed Liabilities. (a) The Company has timely filed with the SEC all Company SEC Documents. As of its respective date, each Company SEC Document, including, without limitation, any financial statements or schedules included therein, complied in all material respects with the requirements of the Securities Act and Exchange Act, as the case may be, and the rules and regulations of the SEC promulgated thereunder applicable to such Company SEC Documents, and 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. Except to the extent that information contained in any Company SEC Document has been revised or superseded by a later filed Filed Company SEC DocumentDocument (which later filed Company SEC Document has been filed prior to the date hereof), none of the Company 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.

Appears in 1 contract

Samples: Agreement and Plan of Merger (Vysis Inc)

SEC Documents; Financial Statements; Undisclosed Liabilities. (a) The Except as set forth in Section 4.06 of the Company Disclosure Letter, the Company has timely filed with the SEC all Company SEC Documents. As of its respective filing date, each Company SEC Document, including, without limitation, including any financial statements or schedules included therein, complied in all material respects with the requirements of the Securities Act and the Exchange Act, as the case may be, and the rules and regulations of the SEC promulgated thereunder applicable to such Company SEC Documents, and 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. Except to the extent that information contained in any Filed Company SEC Document has been revised or superseded by a later later-filed Filed Company SEC Document, none of the Company 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. None of the Company Subsidiaries is required to file any reports with the SEC.

Appears in 1 contract

Samples: Agreement and Plan of Merger (Click Commerce Inc)

SEC Documents; Financial Statements; Undisclosed Liabilities. (a) The Company has timely filed with the SEC all Company SEC Documents. As of its respective date, each Company SEC Document, including, without limitation, any financial statements or schedules included therein, complied in all material respects with the requirements of the Securities Act and Exchange Act, as the case may be, and the rules and regulations of the SEC promulgated thereunder applicable to such Company SEC Documents, and 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. Except to the extent that information contained in any Company SEC Document has been revised or superseded by a later filed Filed Company SEC Document, none of the Company 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.

Appears in 1 contract

Samples: Agreement and Plan of Merger (Ual Corp /De/)

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