SEC Documents; Undisclosed Liabilities. (a) The Company has furnished or filed all reports, schedules, forms, statements and other documents (including exhibits and other information incorporated therein) required to be furnished or filed by the Company with the SEC since January 1, 2017 (such documents, together with any documents filed with or furnished to the SEC during such period by the Company on a voluntary basis on a Current Report on Form 8-K, but excluding the Proxy Statement, being collectively referred to as the “Company SEC Documents”). (b) Each Company SEC Document (i) at the time filed, complied in all material respects with the requirements of requirements of the ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act of 2002 and the Exchange Act or the Securities Act, as the case may be, and the rules and regulations of the SEC promulgated thereunder applicable to such Company SEC Document and (ii) did not at the time it was filed (or if amended or superseded by a filing or amendment prior to the date of this Agreement, then at the time of such filing or amendment) contain any untrue statement of a material fact or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. Each of the consolidated financial statements of the Company included in the Company SEC Documents complied at the time it was filed as to form in all material respects with applicable accounting requirements and the published rules and regulations of the SEC with respect thereto, was prepared in accordance with United States generally accepted accounting principles (“GAAP”) (except, in the case of unaudited statements, as permitted by Form 10-Q of the SEC or other rules and regulations of the SEC) applied on a consistent basis during the periods involved (except as may be indicated in the notes thereto) and fairly presented in all material respects the consolidated financial position of the Company and its consolidated Subsidiaries as of the dates thereof and the consolidated results of their operations and cash flows for the periods shown (subject, in the case of unaudited statements, to normal year-end audit adjustments). (c) Neither the Company nor any Company Subsidiary has any liabilities or obligations of any nature (whether accrued, absolute, contingent or otherwise) that, individually or in the aggregate, have had or would reasonably be expected to have a Company Material Adverse Effect. (d) The Company maintains a system of “internal control over financial reporting” (as defined in Rules 13a-15(f) and 15d-15(f) of the Exchange Act) sufficient to provide reasonable assurance (i) that transactions are recorded as necessary to permit preparation of financial statements in conformity with GAAP, consistently applied, (ii) that transactions are executed only in accordance with the authorization of management and (iii) regarding prevention or timely detection of the unauthorized acquisition, use or disposition of the Company’s properties or assets. (e) The “disclosure controls and procedures” (as defined in Rules 13a-15(e) and 15d-15(e) of the Exchange Act) utilized by the Company are reasonably designed to ensure that all information (both financial and non-financial) required to be disclosed by the Company in the reports that it files or submits under the Exchange Act is recorded, processed, summarized and reported within the time periods specified in the rules and forms of the SEC and that all such information required to be disclosed is accumulated and communicated to the management of the Company, as appropriate, to allow timely decisions regarding required disclosure and to enable the chief executive officer and chief financial officer of the Company to make the certifications required under the Exchange Act with respect to such reports. (f) Neither the Company nor any of the Company Subsidiaries is a party to, or has any commitment to become a party to, any joint venture, off-balance sheet partnership or any similar Contract (including any Contract or arrangement relating to any transaction or relationship between or among the Company and any of the Company Subsidiaries, on the one hand, and any unconsolidated Affiliate, including any structured finance, special purpose or limited purpose entity or Person, on the other hand, or any “off-balance sheet arrangements” (as defined in Item 303(a) of Regulation S-K under the Exchange Act)), where the result, purpose or intended effect of such Contract is to avoid disclosure of any material transaction involving, or material liabilities of, the Company or any of the Company Subsidiaries in the Company’s or such Company Subsidiary’s published financial statements or other Company SEC Documents. (g) Since January 1, 2019, none of the Company, the Company’s independent accountants, the Company Board or the audit committee of the Company Board has received any oral or written notification of any (i) “significant deficiency” in the internal controls over financial reporting of the Company, (ii) “material weakness” in the internal controls over financial reporting of the Company or (iii) fraud, whether or not material, that involves management or other employees of the Company who have a significant role in the internal controls over financial reporting of the Company. (h) None of the Company Subsidiaries is, or has at any time since January 1, 2019 been, subject to the reporting requirements of Section 13(a) or 15(d) of the Exchange Act.
Appears in 4 contracts
Sources: Merger Agreement (Ares Management LLC), Merger Agreement (Cincinnati Bell Inc), Merger Agreement (Cincinnati Bell Inc)
SEC Documents; Undisclosed Liabilities. (a) The Company has furnished or filed and made available to Parent true and correct copies of all reports, schedules, forms, statements and other documents (including exhibits and other information incorporated therein) required to be furnished or filed by the Company with the SEC since January 1February 2, 2017 1996 (such documents, together with any documents filed with or furnished to the SEC during such period by the Company on a voluntary basis on a Current Report on Form 8-K, but excluding the Proxy Statement, being collectively referred to as the “"Company SEC Documents”").
(b) Each . As of its respective date, each Company SEC Document (i) at the time filed, complied in all material respects with the requirements of requirements of the ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act of 2002 and the Exchange Act or the Securities Act of 1933, as amended (the "Securities Act"), as the case may be, and the rules and regulations of the SEC promulgated thereunder applicable to such Company SEC Document Document, and (ii) did not at the time it was filed (or if amended or superseded by a filing or amendment prior to the date of this Agreement, then at the time of such filing or amendment) 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. Each of the consolidated The financial statements of the Company included in the Company SEC Documents complied at the time it was filed comply as to form in all material respects with applicable accounting requirements and the published rules and regulations of the SEC with respect thereto, was have been prepared in accordance with United States generally accepted accounting principles (“"GAAP”") (except, in the case of unaudited statements, as permitted by Form 10-Q of the SEC or other rules and regulations of the SEC) applied on a consistent basis during the periods involved (except as may be indicated in the notes thereto) and fairly presented present in all material respects accordance with applicable requirements of GAAP (except, in the case of unaudited statements, as permitted by Form 10-Q of the SEC) the consolidated financial position of the Company and its consolidated Subsidiaries subsidiaries as of the dates thereof and the consolidated results of their operations and cash flows for the periods shown then ended (subject, in the case of unaudited statements, to normal year-end audit adjustments, none of which are material).
. Except as set forth in the Filed Company SEC Documents (c) Neither as defined in Section 3.08), as of the date of this Agreement, neither the Company nor any Company Subsidiary has any liabilities or obligations of any nature (whether accrued, absolute, contingent or otherwise) thatrequired by GAAP to be set forth on a consolidated balance sheet of the Company and its consolidated subsidiaries or in the notes thereto which, individually or in the aggregate, have had or would could reasonably be expected to have a Company Material Adverse Effect.
(d) The . Except as disclosed in the Filed Company maintains a system of “internal control over financial reporting” (SEC Documents or in the Company Disclosure Letter, as defined in Rules 13a-15(f) and 15d-15(f) of the Exchange Act) sufficient to provide reasonable assurance (i) that transactions date of this Agreement, there are recorded as necessary to permit preparation of financial statements in conformity with GAAPno material agreements, consistently appliedarrangements or understandings between the Company and any party who is, (ii) that transactions are executed only in accordance with the authorization of management and (iii) regarding prevention or timely detection at any time after February 2, 1996 was, an affiliate of the unauthorized acquisition, use or disposition of the Company’s properties or assets.
(e) The “disclosure controls and procedures” (as defined in Rules 13a-15(e) and 15d-15(e) of the Exchange Act) utilized by the Company that are reasonably designed to ensure that all information (both financial and non-financial) required to be disclosed by the Company in the reports that it files or submits under the Exchange Act is recorded, processed, summarized and reported within the time periods specified in the rules and forms of the SEC and that all such information required to be disclosed is accumulated and communicated to the management of the Company, as appropriate, to allow timely decisions regarding required disclosure and to enable the chief executive officer and chief financial officer of the Company to make the certifications required under the Exchange Act with respect to such reports.
(f) Neither the Company nor any of the Company Subsidiaries is a party to, or has any commitment to become a party to, any joint venture, off-balance sheet partnership or any similar Contract (including any Contract or arrangement relating to any transaction or relationship between or among the Company and any of the Company Subsidiaries, on the one hand, and any unconsolidated Affiliate, including any structured finance, special purpose or limited purpose entity or Person, on the other hand, or any “off-balance sheet arrangements” (as defined in Item 303(a) of Regulation S-K under the Exchange Act)), where the result, purpose or intended effect of such Contract is to avoid disclosure of any material transaction involving, or material liabilities of, the Company or any of the Company Subsidiaries in the Company’s or such Company Subsidiary’s published financial statements or other Filed Company SEC Documents.
(g) Since January 1, 2019, none of the Company, the Company’s independent accountants, the Company Board or the audit committee of the Company Board has received any oral or written notification of any (i) “significant deficiency” in the internal controls over financial reporting of the Company, (ii) “material weakness” in the internal controls over financial reporting of the Company or (iii) fraud, whether or not material, that involves management or other employees of the Company who have a significant role in the internal controls over financial reporting of the Company.
(h) None of the Company Subsidiaries is, or has at any time since January 1, 2019 been, subject to the reporting requirements of Section 13(a) or 15(d) of the Exchange Act.
Appears in 4 contracts
Sources: Merger Agreement (Genovese Drug Stores Inc), Merger Agreement (Penney J C Co Inc), Merger Agreement (Penney J C Co Inc)
SEC Documents; Undisclosed Liabilities. (a) The Company has furnished or filed all required reports, schedules, formsforms and registration, statements proxy and other documents (including exhibits and other information incorporated therein) required to be furnished or filed by the Company statements with the SEC since January 1, 2017 2000 (such documentscollectively, together and in each case including all exhibits and schedules thereto and documents incorporated by reference therein, the "SEC Documents"). None of the Company's subsidiaries is required to file periodic reports with any documents filed with or furnished the SEC pursuant to the Exchange Act. As of their respective effective dates (in the case of SEC during such period by Documents that are registration statements filed pursuant to the Company on a voluntary basis on a Current Report on Form 8-K, but excluding Securities Act) and as of their respective SEC filing dates (in the Proxy Statement, being collectively referred to as the “Company case of all other SEC Documents”).
(b) Each Company , the SEC Document (i) at the time filed, Documents complied in all material respects with the requirements of requirements of the ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act of 2002 and the Exchange Act or and the Securities Act, as the case may be, and the rules and regulations of the SEC promulgated thereunder applicable to such Company SEC Document Documents, and (ii) did not at none of the time it was filed (or if amended or superseded by a filing or amendment prior to the date of this Agreement, then at the time SEC Documents as of such filing or amendment) contain respective dates contained any untrue statement of a material fact or omit 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. Each Except to the extent that information contained in any SEC Document has been revised or superseded by a later-filed SEC Document, none of the 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 consolidated financial statements of the Company included in the Company SEC Documents complied at the time it was filed comply as to form in all material respects with applicable accounting requirements and the published rules and regulations of the SEC with respect thereto, was have been prepared in accordance with United States generally accepted accounting principles (“GAAP”) GAAP (except, in the case of unaudited quarterly statements, as permitted by Form 10-Q of indicated in the SEC or other rules and regulations of the SECnotes thereto) applied on a consistent basis during the periods involved (except as may be indicated in the notes thereto) and fairly presented present in all material respects the consolidated financial position of the Company and its consolidated Subsidiaries subsidiaries as of the dates thereof and the consolidated results of their operations and cash flows for the periods shown then ended (subject, in the case of unaudited quarterly statements, to normal year-end audit adjustmentsadjustments none of which has been or will be, individually or in the aggregate, material).
(b) The Company is in compliance in all material respects with the provisions of Section 13(b) of the Exchange Act.
(c) Except as set forth in the SEC Documents filed prior to the date hereof or in Section 2.5(c) of the Company Disclosure Schedule, or for events (or series of related matters) as to which the amounts involved do not exceed $60,000, since the filing of the Company's proxy statement dated July 22, 2002, no event has occurred that would be required to be reported as a "Certain Relationship or Related Transaction" pursuant to Item 404 of Regulation S-K promulgated by the SEC. Neither the Company nor any of its subsidiaries nor, to the Company's knowledge, any director, officer, agent, employee or other Person acting on behalf of the Company or any of its subsidiaries, has, in any material respect, (i) used any corporate or other funds for unlawful contributions, payments, gifts, or entertainment, or made any unlawful expenditures relating to political activity to government officials or others or established or maintained any unlawful or unrecorded funds in violation of Section 30A of the Exchange Act or (ii) accepted or received any unlawful contributions, payments, gifts or expenditures.
(d) Neither the Company nor any Company Subsidiary of its subsidiaries has any liabilities or obligations of any nature (whether accrued, absolute, contingent or otherwise) thatwhether or not required, if known, to be reflected or reserved against on a consolidated balance sheet of the Company prepared in accordance with GAAP or the notes thereto, except liabilities (i) as and to the extent set forth on the audited balance sheet of the Company and its subsidiaries as of December 31, 2002 (the "Balance Sheet Date") (including the notes thereto) included in the Company's Report on Form 10-K for the period then ended, (ii) incurred after the Balance Sheet Date in the ordinary course of business consistent with past practice, as have not had and would not reasonably be expected to have, individually or in the aggregate, have had or would reasonably be expected to have a Company Material Adverse Effect.
, (diii) The Company maintains incurred after the Balance Sheet Date in connection with negotiating this Agreement and the Transactions and a system reasonable estimate of “internal control over financial reporting” (as defined which is set forth in Rules 13a-15(f) and 15d-15(fSection 2.5(d) of the Exchange Act) sufficient to provide reasonable assurance (i) that transactions are recorded as necessary to permit preparation of financial statements in conformity with GAAPCompany Disclosure Schedule, consistently applied, (ii) that transactions are executed only in accordance with the authorization of management and (iiiiv) regarding prevention or timely detection of incurred after the unauthorized acquisition, use or disposition of the Company’s properties or assets.
(e) The “disclosure controls and procedures” (as defined in Rules 13a-15(e) and 15d-15(e) of the Exchange Act) utilized by the Company are reasonably designed to ensure that all information (both financial and non-financial) required to be disclosed by the Company Balance Sheet Date not in the reports ordinary course that it files or submits under the Exchange Act is recorded, processed, summarized and reported within the time periods specified are in the rules and forms of the SEC and that all such information required to be disclosed is accumulated and communicated to the management of the Companyaggregate, as appropriate, to allow timely decisions regarding required disclosure and to enable the chief executive officer and chief financial officer of the Company to make the certifications required under the Exchange Act with respect to such reportsimmaterial in amount.
(f) Neither the Company nor any of the Company Subsidiaries is a party to, or has any commitment to become a party to, any joint venture, off-balance sheet partnership or any similar Contract (including any Contract or arrangement relating to any transaction or relationship between or among the Company and any of the Company Subsidiaries, on the one hand, and any unconsolidated Affiliate, including any structured finance, special purpose or limited purpose entity or Person, on the other hand, or any “off-balance sheet arrangements” (as defined in Item 303(a) of Regulation S-K under the Exchange Act)), where the result, purpose or intended effect of such Contract is to avoid disclosure of any material transaction involving, or material liabilities of, the Company or any of the Company Subsidiaries in the Company’s or such Company Subsidiary’s published financial statements or other Company SEC Documents.
(g) Since January 1, 2019, none of the Company, the Company’s independent accountants, the Company Board or the audit committee of the Company Board has received any oral or written notification of any (i) “significant deficiency” in the internal controls over financial reporting of the Company, (ii) “material weakness” in the internal controls over financial reporting of the Company or (iii) fraud, whether or not material, that involves management or other employees of the Company who have a significant role in the internal controls over financial reporting of the Company.
(h) None of the Company Subsidiaries is, or has at any time since January 1, 2019 been, subject to the reporting requirements of Section 13(a) or 15(d) of the Exchange Act.
Appears in 3 contracts
Sources: Tender Agreement (Odd Job Stores Inc), Tender Agreement (Odd Job Stores Inc), Tender Agreement (Odd Job Stores Inc)
SEC Documents; Undisclosed Liabilities. (a) The Since June 30, -------------------------------------- 2000, the Company has furnished or filed all required reports, schedules, forms, forms and registration statements and other documents (including exhibits and other information incorporated therein) required to be furnished or filed by the Company with the SEC since January 1the date on which it was required to do so (collectively, 2017 (such documentsand in each case including all exhibits and schedules thereto and documents incorporated by reference therein, together with any documents filed with or furnished to the "SEC Documents"). As of their respective dates, the SEC during such period by the Company on a voluntary basis on a Current Report on Form 8-K, but excluding the Proxy Statement, being collectively referred Documents complied as to as the “Company SEC Documents”).
(b) Each Company SEC Document (i) at the time filed, complied form in all material respects with the requirements of requirements of the ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act of 2002 and the Exchange Securities Act or the Securities Exchange Act, as the case may be, and the rules and regulations of the SEC promulgated thereunder applicable to such Company SEC Document Documents, and none of the SEC Documents (iiincluding, without limitation, any and all financial statements included therein) did not at the time it was filed (or if amended or superseded by a filing or amendment prior to the date of this Agreement, then at the time as of such filing or amendment) contain dates contained any untrue statement of a material fact or omit 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. Each of the The consolidated financial statements of the Company included in the Company SEC Documents (the "SEC Financial Statements"), as of their respective dates, complied at the time it was filed as to form in all material respects with applicable accounting requirements and the published rules and regulations of the SEC with respect thereto, was were prepared in accordance with United States generally accepted accounting principles (“GAAP”) (except, in the case of unaudited consolidated quarterly statements, as permitted by Form 10-Q of the SEC or other rules and regulations of the SECExchange Act) applied on a consistent basis during the periods involved (except as may be indicated in the notes thereto) and fairly presented in all material respects the consolidated financial position of the Company and its consolidated Subsidiaries subsidiaries as of the dates thereof and the consolidated results of their operations and cash flows for the periods shown then ended (subject, in the case of unaudited quarterly statements, to normal year-end audit adjustments).
(c) Neither . Since June 30, 2000, neither the Company nor any Company Subsidiary of its subsidiaries, has incurred any liabilities or obligations of any nature (whether accrued, absolute, contingent or otherwise) thatrequired, if known, to be reflected or reserved against on a consolidated balance sheet of the Company prepared in accordance with generally accepted accounting principles applied on a consistent basis ("GAAP") except (i) as and to the extent set forth on the audited balance sheet of the Company and its subsidiaries as of June 30, 2000 (including the notes thereto), (ii) as incurred in connection with the transactions contemplated by this Agreement, (iii) as incurred after June 30, 2000 in the ordinary course of business and consistent with past practice, (iv) as described in the SEC Documents filed since June 30, 2000 (the "Recent SEC Documents"), or (v) as could not, individually or in the aggregate, have had or would reasonably be expected to have a Company Material Adverse Effect.
(d) The . If, at any time prior to the Effective Time, the Company maintains a system shall obtain knowledge of “internal control over financial reporting” (as defined in Rules 13a-15(f) and 15d-15(f) any facts with respect to itself, any of its officers or directors or any of its subsidiaries that would require the supplement or amendment to any of the Exchange Act) sufficient foregoing documents in order to provide reasonable assurance (i) that transactions are recorded as necessary make the statements therein, in the light of the circumstances under which they were made, not misleading, or to permit preparation of financial statements in conformity comply with GAAPapplicable laws, consistently applied, (ii) that transactions are executed only in accordance such amendment or supplement shall be promptly filed with the authorization of management and (iii) regarding prevention or timely detection of the unauthorized acquisitionSEC and, use or disposition of the Company’s properties or assets.
(e) The “disclosure controls and procedures” (as defined in Rules 13a-15(e) and 15d-15(e) of the Exchange Act) utilized required by the Company are reasonably designed to ensure that all information (both financial and non-financial) required to be disclosed by the Company in the reports that it files or submits under the Exchange Act is recordedlaw, processed, summarized and reported within the time periods specified in the rules and forms of the SEC and that all such information required to be disclosed is accumulated and communicated disseminated to the management stockholders of the Company, as appropriate, to allow timely decisions regarding required disclosure and to enable in the chief executive officer and chief financial officer of event Parent or Purchaser shall advise the Company as to its obtaining knowledge of any facts that would make the certifications required under the Exchange Act with respect it necessary to such reports.
(f) Neither the Company nor supplement or amend any of the Company Subsidiaries is a party to, or has any commitment to become a party to, any joint venture, off-balance sheet partnership or any similar Contract (including any Contract or arrangement relating to any transaction or relationship between or among the Company and any of the Company Subsidiaries, on the one hand, and any unconsolidated Affiliate, including any structured finance, special purpose or limited purpose entity or Person, on the other hand, or any “off-balance sheet arrangements” (as defined in Item 303(a) of Regulation S-K under the Exchange Act)), where the result, purpose or intended effect of such Contract is to avoid disclosure of any material transaction involving, or material liabilities offoregoing documents, the Company shall promptly amend or any of supplement such document, and such amendment or supplement shall be promptly filed with the Company Subsidiaries in SEC, and as required by law disseminated to the Company’s or such Company Subsidiary’s published financial statements or other Company SEC Documents.
(g) Since January 1, 2019, none of the Company, the Company’s independent accountants, the Company Board or the audit committee of the Company Board has received any oral or written notification of any (i) “significant deficiency” in the internal controls over financial reporting of the Company, (ii) “material weakness” in the internal controls over financial reporting of the Company or (iii) fraud, whether or not material, that involves management or other employees of the Company who have a significant role in the internal controls over financial reporting stockholders of the Company.
(h) None of the Company Subsidiaries is, or has at any time since January 1, 2019 been, subject to the reporting requirements of Section 13(a) or 15(d) of the Exchange Act.
Appears in 3 contracts
Sources: Merger Agreement (Emusic Com Inc), Merger Agreement (Emusic Com Inc), Merger Agreement (Universal Music Group Inc)
SEC Documents; Undisclosed Liabilities. (a) The Company has furnished or filed all reports, schedules, forms, statements and other documents (including exhibits and other information incorporated therein) required to be furnished or filed by the Company with the SEC since January 1, 2017 2012 (such documents, together with any documents filed with or furnished to the SEC during such period by the Company on a voluntary basis on a Current Report on Form 8-K, but excluding the Joint Proxy StatementStatement and the Form S-4, being collectively referred to as the “Company SEC Documents”).
(b) Each Company SEC Document (i) at the time filed, complied in all material respects with the requirements of requirements of the ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act of 2002 SOX and the Exchange Act or the Securities Act, as the case may be, and the rules and regulations of the SEC promulgated thereunder applicable to such Company SEC Document and (ii) did not at the time it was filed (or if amended or superseded by a filing or amendment prior to the date of this Agreement, then at the time of such filing or amendment) 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. Each of the consolidated financial statements of the Company included in the Company SEC Documents complied at the time it was filed as to form in all material respects with applicable accounting requirements and the published rules and regulations of the SEC with respect thereto, was prepared in accordance with United States generally accepted accounting principles (“GAAP”) GAAP (except, in the case of unaudited statements, as permitted by Form 10-Q of the SEC or other rules and regulations of the SEC) applied on a consistent basis during the periods involved (except as may be indicated in the notes thereto) and fairly presented in all material respects the consolidated financial position of the Company and its consolidated Subsidiaries as of the dates thereof and the consolidated results of their operations and cash flows for the periods shown (subject, in the case of unaudited statements, to normal year-end audit adjustments).
(c) Neither Except (i) as reflected or reserved against in the Company’s consolidated audited balance sheet as of May 31, 2013 (or the notes thereto) as included in the Filed Company SEC Documents, (ii) for liabilities and obligations incurred since May 31, 2013 in the ordinary course of business and (iii) for liabilities and obligations incurred as permitted by this Agreement, neither the Company nor any Company Subsidiary has any liabilities or obligations of any nature (whether accrued, absolute, contingent or otherwise) that, individually or in the aggregate, have had or would reasonably be expected to have a Company Material Adverse Effect.
(d) Each of the chief executive officer of the Company and the chief financial officer of the Company (or each former chief executive officer of the Company and each former chief financial officer of the Company, as applicable) has made all applicable certifications required by Rule 13a-14 or 15d-14 under the Exchange Act and Sections 302 and 906 of SOX with respect to the Company SEC Documents, and the statements contained in such certifications are true and accurate. None of the Company or any of the Company Subsidiaries has outstanding, or has arranged any outstanding, “extensions of credit” to directors or executive officers within the meaning of Section 402 of SOX.
(e) The Company maintains a system of “internal control over financial reporting” (as defined in Rules 13a-15(f) and 15d-15(f) of the Exchange Act) sufficient to provide reasonable assurance (iA) that transactions are recorded as necessary to permit preparation of financial statements in conformity with GAAP, consistently applied, (iiB) that transactions are executed only in accordance with the authorization of management and (iiiC) regarding prevention or timely detection of the unauthorized acquisition, use or disposition of the Company’s properties or assets.
(ef) The “disclosure controls and procedures” (as defined in Rules 13a-15(e) and 15d-15(e) of the Exchange Act) utilized by the Company are reasonably designed to ensure that all information (both financial and non-financial) required to be disclosed by the Company in the reports that it files or submits under the Exchange Act is recorded, processed, summarized and reported within the time periods specified in the rules and forms of the SEC and that all such information required to be disclosed is accumulated and communicated to the management of the Company, as appropriate, to allow timely decisions regarding required disclosure and to enable the chief executive officer and chief financial officer of the Company to make the certifications required under the Exchange Act with respect to such reports.
(fg) Neither the Company nor any of the Company Subsidiaries is a party to, or has any commitment to become a party to, any joint venture, off-balance sheet partnership or any similar Contract (including any Contract or arrangement relating to any transaction or relationship between or among the Company and any of the Company Subsidiaries, on the one hand, and any unconsolidated Affiliate, including any structured finance, special purpose or limited purpose entity or Person, on the other hand, or any “off-balance sheet arrangements” (as defined in Item 303(a) of Regulation S-K under the Exchange Act)), where the result, purpose or intended effect of such Contract is to avoid disclosure of any material transaction involving, or material liabilities of, the Company or any of the Company Subsidiaries in the Company’s or such Company Subsidiary’s published financial statements or other the Company SEC Documents.
(gh) Since January 1May 31, 20192013, none of the Company, the Company’s independent accountants, the Company Board or the audit committee of the Company Board has received any oral or written notification of any (ix) “significant deficiency” in the internal controls over financial reporting of the Company, (iiy) “material weakness” in the internal controls over financial reporting of the Company or (iiiz) fraud, whether or not material, that involves management or other employees of the Company who have a significant role in the internal controls over financial reporting of the Company.
(hi) None of the Company Subsidiaries is, or has at any time since January 1, 2019 2012 been, subject to the reporting requirements of Section 13(a) or 15(d) of the Exchange Act.
Appears in 3 contracts
Sources: Merger Agreement (Martin Marietta Materials Inc), Merger Agreement (Texas Industries Inc), Merger Agreement (Martin Marietta Materials Inc)
SEC Documents; Undisclosed Liabilities. (a) The Since June 20, 2020, the Company has filed or furnished or filed with the SEC all forms, registration statements, reports, schedules, forms, schedules and statements and other documents (including exhibits and other information incorporated therein) required to be furnished or filed by the Company with the SEC since January 1, 2017 (such documents, together with any documents filed with or furnished under the Exchange Act or the Securities Act. At the time filed (or, in the case of registration statements, solely on the dates of effectiveness) (except to the SEC during such period extent amended by the Company on a voluntary basis on a Current Report on Form 8-K, but excluding the Proxy Statement, being collectively referred to as the “Company SEC Documents”).
(b) Each subsequently Filed Company SEC Document (i) at prior to the time fileddate of this Agreement, in which case as of the date of such amendment), each Filed Company SEC Document complied in all material respects with the requirements of applicable requirements of the ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act of 2002 and the Exchange Act or and the Securities Act, as the case may be, be and the rules and regulations of the SEC promulgated thereunder applicable to such Company SEC Document and (ii) did not at the time it was filed (or if amended or superseded by a filing or amendment prior to the date of this Agreement, then at the time of such filing or amendment) contain any untrue statement of a material fact fact, or omit to state a material fact required to be stated therein or necessary in order to make the statements thereinmade, in light of the circumstances under which they were made, not misleading. Each The Company has made all certifications and statements required by Sections 302 and 906 of the ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act with respect to the Filed Company SEC Documents. As of the date hereof, neither the Company nor any of its officers has received notice from any Governmental Entity challenging or questioning the accuracy, completeness, form or manner of filing of such certifications. As of the date hereof, there are no outstanding or unresolved comments received by the Company from the SEC with respect to any of the Filed Company SEC Documents and, to the Knowledge of the Company, none of the Filed Company SEC Documents is the subject of ongoing SEC review or investigation. None of the Company Subsidiaries is subject to the reporting requirements of Section 13(a) or Section 15(d) of the Exchange Act.
(b) The audited consolidated financial statements and the unaudited quarterly financial statements (including, in each case, the notes thereto) of the Company included in the Filed Company SEC Documents (i) complied at the time it was filed as to form in all material respects with applicable accounting requirements and the published rules and regulations of the SEC with respect thereto, was (ii) were prepared in all material respects in accordance with United States generally accepted accounting principles (“GAAP”) GAAP (except, in the case of unaudited quarterly statements, as permitted by Form 10-Q of the SEC or other rules and regulations of the SEC) applied in all material respects on a consistent basis during the periods involved (except as may be indicated in the notes thereto) and (iii) fairly presented present in all material respects the consolidated financial position of the Company and its consolidated Subsidiaries subsidiaries as of the dates thereof and the consolidated results of their operations and cash flows for the periods shown covered thereby (subject, in the case of unaudited quarterly statements, to normal year-end audit adjustments).
(c) Neither Except as reflected or reserved against in the consolidated balance sheet of the Company, as of February 26, 2022, or the notes thereto, included in the Filed Company SEC Documents (such balance sheet and the notes thereto, the “Company Balance Sheet”), the Company nor and the Company Subsidiaries do not have any Company Subsidiary has any liabilities liability or obligations obligation of any nature (whether accrued, absolute, contingent or otherwise) thatother than (i) liabilities or obligations incurred in the ordinary course of business consistent with past practice since the date of the Company Balance Sheet, (ii) liabilities or obligations not required to be disclosed in a consolidated balance sheet of the Company or in the notes thereto prepared in accordance with GAAP and the rules and regulations of the SEC applicable thereto, (iii) liabilities or obligations incurred in connection with the Transactions and (iv) liabilities or obligations that would not reasonably be expected to, individually or in the aggregate, have had or would reasonably be expected to have a Company Material Adverse Effect.
(d) The Company maintains a system of “internal control over financial reporting” (as defined in Rules 13a-15(f) and 15d-15(f) of the Exchange Act) sufficient to provide reasonable assurance (i) that transactions are recorded as necessary to permit preparation of financial statements in conformity with GAAP. Since February 26, consistently applied2022, (ii) that transactions are executed only in accordance with the authorization of management and (iii) regarding prevention or timely detection of the unauthorized acquisition, use or disposition of the Company’s properties or assets.
(e) The “disclosure controls and procedures” (as defined in Rules 13a-15(e) and 15d-15(e) of the Exchange Act) utilized by the Company are reasonably designed to ensure that all information (both financial and non-financial) required to be disclosed by the Company in the reports that it files or submits under the Exchange Act is recorded, processed, summarized and reported within the time periods specified in the rules and forms of the SEC and that all such information required to be disclosed is accumulated and communicated to the management of the Company, as appropriate, to allow timely decisions regarding required disclosure and to enable the chief executive officer and chief financial officer of the Company to make the certifications required under the Exchange Act with respect to such reports.
(f) Neither neither the Company nor any of the Company Subsidiaries is a party to, has made or has permitted to remain outstanding any commitment to become a party to, any joint venture, off-balance sheet partnership “extensions of credit” (within the meaning of Section 402 of the ▇▇▇▇▇▇▇▇- ▇▇▇▇▇ Act) or any similar Contract (including any Contract or arrangement relating prohibited loans to any transaction or relationship between or among the Company and any executive officer of the Company Subsidiaries, on the one hand, and any unconsolidated Affiliate, including any structured finance, special purpose or limited purpose entity or Person, on the other hand, or any “off-balance sheet arrangements” (as defined in Item 303(a) of Regulation S-K Rule 3b-7 under the Exchange Act)), where the result, purpose ) or intended effect director of such Contract is to avoid disclosure of any material transaction involving, or material liabilities of, the Company or any Company Subsidiary.
(d) The Company has established and maintains disclosure controls and procedures and a system of internal control over financial reporting (as such terms are defined in Rule 13a-15 and Rule 15d-15 under the Exchange Act) as required by the Exchange Act. From the date of the Company Subsidiaries in filing of the Company’s or such Company Subsidiary’s published financial statements or other Company SEC Documents.
(g) Since January 1Annual Report on Form 10-K for the fiscal year ended February 26, 2019, none 2022 to the date of the Companythis Agreement, the Company’s independent accountants, auditors and the Company Board or the audit committee have not been advised of the Company Board has received any oral or written notification of any (i) “any significant deficiency” deficiencies or material weaknesses in the design or operation of internal controls control over financial reporting of which are reasonably likely to adversely affect the Company’s ability to record, process, summarize and report financial information or (ii) “material weakness” in the internal controls over financial reporting of the Company or (iii) any fraud, whether or not material, that involves management or other employees of the Company who have a significant role in the Company’s internal controls control over financial reporting reporting, and, in each case, neither the Company nor any of its Representatives has failed to disclose such information to the Company.
(h) None of ’s auditors or the Company Subsidiaries is, or has at any time since January 1, 2019 been, subject to the reporting requirements of Section 13(a) or 15(d) of the Exchange ActBoard.
Appears in 3 contracts
Sources: Merger Agreement, Merger Agreement, Merger Agreement
SEC Documents; Undisclosed Liabilities. (a) The Since January 1, 1993, the Company has furnished or filed all required reports, schedules, forms, proxy, registration and other statements and other documents with the SEC (including exhibits and other information incorporated therein) required to be furnished or collectively, the "SEC Documents"). As of the date of this Agreement, the last SEC Document filed by the Company with was the SEC since January 1, 2017 (such documents, together with any documents filed with or furnished to the SEC during such period by the Company on a voluntary basis on a Current Company's Quarterly Report on Form 810-KQ for the quarter ended June 30, but excluding 1997. As of their respective filing dates, the Proxy Statement, being collectively referred to as the “Company SEC Documents”).
(b) Each Company SEC Document (i) at the time filed, Documents complied in all material respects with the requirements of requirements of the ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act of 2002 and the Exchange Securities Act or the Securities Exchange Act, as the case may be, and the rules and regulations of the SEC promulgated thereunder applicable to such Company the SEC Document and (ii) did not at Documents. As of their respective filing dates, none of the time it was filed (or if amended or superseded by a filing or amendment prior to the date of this Agreement, then at the time of such filing or amendment) contain SEC Documents contained any untrue statement of a material fact or omit 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. Each , except to the extent such statements have been modified or superseded by a later SEC Document filed and publicly available prior to the Closing Date, the circumstances or bases for which modifications or supersessions have not and will not individually or in the aggregate result in any material liability or obligation on behalf of the Company under the Securities Act, the Exchange Act, the rules promulgated under the Securities Act or the Exchange Act, or any federal, state or local anti-fraud, blue-sky, securities or similar laws. The consolidated financial statements of the Company included in the Company SEC Documents complied at the time it was (as amended or supplemented by any later filed SEC Document filed and publicly available prior to October 1, 1997), comply as to form in all material respects with applicable accounting requirements and the published rules and regulations of the SEC with respect thereto, was have been prepared in accordance with United States generally accepted accounting principles (“GAAP”) (except, in the case of unaudited statements, as permitted by Form 10-Q of the SEC or other rules and regulations of the SEC) applied on a consistent basis during the periods involved (except as may be indicated in the notes thereto) and fairly presented in all material respects present the consolidated financial position of the Company and its consolidated the Subsidiaries as of the dates thereof and the consolidated results of their operations and cash flows for the periods shown then ended (subject, in the case of unaudited statements, to normal year-end audit adjustments).
(c) Neither . Except as set forth in the SEC Documents, neither the Company nor any Company Subsidiary has any liabilities obligation or obligations liability of any nature whatsoever (whether accrueddirect or indirect, matured or unmatured, absolute, accrued, contingent or otherwise) thateither (i) required by generally accepted accounting principles to be set forth on a consolidated balance sheet of the Company and the Subsidiaries or in the notes thereto or (ii) which, individually or in the aggregate, have had or would could reasonably be expected to have a Company Material Adverse EffectEffect whether or not required by generally accepted accounting principles to be provided or reserved against on a balance sheet prepared in accordance with generally accepted accounting principles; other than liabilities and obligations reflected or reserved against in the consolidated financial statements of the Company and its consolidated subsidiaries included in the Company's quarterly report on Form 10-Q for the quarter ended June 30, 1997, or incurred since the date of the balance sheet included in such financial statements in the ordinary course of business which are not individually or collectively material to the Company and the Subsidiaries taken as a whole.
(db) At the date the Proxy Statement is first mailed to the Company's stockholders or at the time of the Stockholders' Meeting, the Proxy Statement will not contain any untrue statement of a material fact or 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 are made, not misleading. The Company maintains a system of “internal control over financial reporting” (as defined Proxy Statement shall comply in Rules 13a-15(f) and 15d-15(f) all material respects with the requirements of the Exchange ActAct and the rules and regulations promulgated thereunder except that the Company makes no representation, warranty or covenant with respect to any written information supplied by Purchaser specifically for inclusion in the Proxy Statement.
(c) sufficient Each of the Interim Financial Statements delivered to provide reasonable assurance (i) that transactions are recorded as necessary to permit preparation of financial statements in conformity with GAAP, consistently applied, (ii) that transactions are executed only Purchaser in accordance with Section 6.10 hereto fairly present the authorization of management and (iii) regarding prevention or timely detection of the unauthorized acquisition, use or disposition of the Company’s properties or assets.
(e) The “disclosure controls and procedures” (as defined in Rules 13a-15(e) and 15d-15(e) of the Exchange Act) utilized by the Company are reasonably designed to ensure that all information (both consolidated financial and non-financial) required to be disclosed by the Company in the reports that it files or submits under the Exchange Act is recorded, processed, summarized and reported within the time periods specified in the rules and forms of the SEC and that all such information required to be disclosed is accumulated and communicated to the management of the Company, as appropriate, to allow timely decisions regarding required disclosure and to enable the chief executive officer and chief financial officer position of the Company to make and the certifications required under the Exchange Act with respect to such reports.
(f) Neither the Company nor any Subsidiaries as of the Company Subsidiaries is a party todate thereof and the consolidated results of their operations and cash flows for the periods then ended (subject, or has any commitment in the case of unaudited statements, to become a party to, any joint venture, offnormal year-balance sheet partnership or any similar Contract (including any Contract or arrangement relating to any transaction or relationship between or among the Company and any of the Company Subsidiaries, on the one hand, and any unconsolidated Affiliate, including any structured finance, special purpose or limited purpose entity or Person, on the other hand, or any “off-balance sheet arrangements” (as defined in Item 303(a) of Regulation S-K under the Exchange Act)end audit adjustments), where in accordance with generally accepted accounting principles applied on a consistent basis during the result, purpose or intended effect of such Contract is to avoid disclosure of any material transaction involving, or material liabilities of, the Company or any of the Company Subsidiaries periods involved (except as may be indicated in the Company’s or such Company Subsidiary’s published financial statements or other Company SEC Documentsnotes thereto).
(g) Since January 1, 2019, none of the Company, the Company’s independent accountants, the Company Board or the audit committee of the Company Board has received any oral or written notification of any (i) “significant deficiency” in the internal controls over financial reporting of the Company, (ii) “material weakness” in the internal controls over financial reporting of the Company or (iii) fraud, whether or not material, that involves management or other employees of the Company who have a significant role in the internal controls over financial reporting of the Company.
(h) None of the Company Subsidiaries is, or has at any time since January 1, 2019 been, subject to the reporting requirements of Section 13(a) or 15(d) of the Exchange Act.
Appears in 3 contracts
Sources: Stock Purchase and Sale Agreement (Chasen Melvin), Stock Purchase and Sale Agreement (Transmedia Network Inc /De/), Stock Purchase and Sale Agreement (Transmedia Investors LLC)
SEC Documents; Undisclosed Liabilities. (a) The Company has furnished or filed all reports, schedules, forms, statements and other documents (including exhibits and other information incorporated therein) required to be furnished or filed by the Company it with the SEC Securities and Exchange Commission (the "SEC") since January 1, 2017 1995 (such documentsthe "SEC Documents"). As of their respective dates, together with any documents filed with or furnished to the SEC during such period by the Company on a voluntary basis on a Current Report on Form 8-K, but excluding the Proxy Statement, being collectively referred to as the “Company SEC Documents”).
(b) Each Company SEC Document (i) at the time filed, Documents complied in all material respects with the requirements of requirements of the ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act of 2002 and the Exchange Securities Act or the Securities Exchange Act, as the case may be, and the rules and regulations of the SEC promulgated thereunder applicable to such SEC Documents except as set forth in Section 4.01(e) of the Company Disclosure Schedule, and none of the SEC Document and (ii) did not at the time it was Documents when filed (or if amended or superseded by a filing or amendment prior to the date of this Agreement, then at the time of such filing or amendment) contain contained any untrue statement of a material fact or omit 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. Each Except to the extent that information contained in any SEC Document has been revised or superseded by a later filed SEC Document, none of the consolidated 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 of the Company included in the Company SEC Documents complied at the time it was filed comply as to form in all material respects with applicable accounting requirements and the published rules and regulations of the SEC with respect thereto, was have been prepared in accordance with United States generally accepted accounting principles (“"GAAP”") (except, in the case of unaudited statements, as permitted by Form 10-Q of the SEC or other rules and regulations of the SEC) applied on a consistent basis during the periods involved (except as may be indicated in the notes thereto) and fairly presented present in all material respects the consolidated financial position of the Company and its consolidated Subsidiaries subsidiaries as of the dates thereof and the consolidated results of their operations and cash flows for the periods shown then ended (subject, in the case of unaudited statements, to normal year-recurring year- end audit adjustments).
(c) Neither the Company nor any Company Subsidiary has any liabilities or obligations of any nature (whether accrued, absolute, contingent or otherwise) that, individually or . Except as set forth in the aggregate, have had or would reasonably be expected to have a Company Material Adverse Effect.
(d) The Company maintains a system of “internal control over financial reporting” (as defined in Rules 13a-15(f) and 15d-15(f) of the Exchange Act) sufficient to provide reasonable assurance (i) that transactions are recorded as necessary to permit preparation of financial statements in conformity with GAAP, consistently applied, (ii) that transactions are executed only in accordance with the authorization of management and (iii) regarding prevention or timely detection of the unauthorized acquisition, use or disposition of the Company’s properties or assets.
(e) The “disclosure controls and procedures” (as defined in Rules 13a-15(e) and 15d-15(e) of the Exchange Act) utilized by the Company are reasonably designed to ensure that all information (both financial and non-financial) required to be disclosed by the Company in the reports that it files or submits under the Exchange Act is recorded, processed, summarized and reported within the time periods specified in the rules and forms of the SEC and that all such information required to be disclosed is accumulated and communicated to the management of the Company, as appropriate, to allow timely decisions regarding required disclosure and to enable the chief executive officer and chief financial officer of the Company to make the certifications required under the Exchange Act with respect to such reports.
(f) Neither the Company nor any of the Company Subsidiaries is a party to, or has any commitment to become a party to, any joint venture, off-balance sheet partnership or any similar Contract (including any Contract or arrangement relating to any transaction or relationship between or among the Company and any of the Company Subsidiaries, on the one hand, and any unconsolidated Affiliate, including any structured finance, special purpose or limited purpose entity or Person, on the other hand, or any “off-balance sheet arrangements” (as defined in Item 303(a) of Regulation S-K under the Exchange Act)), where the result, purpose or intended effect of such Contract is to avoid disclosure of any material transaction involving, or material liabilities of, the Company or any of the Company Subsidiaries in the Company’s or such Company Subsidiary’s published financial statements or other Company SEC Documents.
(g) Since January 1, 2019, none of the Company, the Company’s independent accountants, the Company Board or the audit committee of the Company Board has received any oral or written notification of any (i) “significant deficiency” in the internal controls over financial reporting of the Company, (ii) “material weakness” in the internal controls over financial reporting of the Company or (iii) fraud, whether or not material, that involves management or other employees of the Company who have a significant role in the internal controls over financial reporting of the Company.
(h) None of the Company Subsidiaries is, or has at any time since January 1, 2019 been, subject to the reporting requirements of Section 13(a) or 15(d) of the Exchange Act.24 20
Appears in 3 contracts
Sources: Merger Agreement (Gaylord Entertainment Co), Merger Agreement (Westinghouse Electric Corp), Merger Agreement (Westinghouse Electric Corp)
SEC Documents; Undisclosed Liabilities. (a) The Company has furnished or filed all required reports, schedules, forms, statements and other documents (including exhibits and other information incorporated therein) required to be furnished or filed by the Company with the SEC since January 1December 31, 2017 2000 (such documentsincluding all filed reports, together with any schedules, forms, statements and other documents filed with whether or furnished to not required, the SEC during such period by the Company on a voluntary basis on a Current Report on Form 8-K, but excluding the Proxy Statement, being collectively referred to as the “"Company SEC Documents”").
(b) Each . As of their respective dates of filing with the SEC, the Company SEC Document (i) at the time filed, Documents complied in all material respects with the requirements of requirements of the ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Securities Act of 2002 and 1933, as amended (the "Securities Act"), or the Exchange Act or the Securities Act, as the case may be, and the rules and regulations of the SEC promulgated thereunder applicable to such the Company SEC Document Documents, and (ii) did not at none of the time it was filed (or if amended or superseded by a filing or amendment prior to the date of this Agreement, then at the time of such filing or amendment) contain Company SEC Documents contained any untrue statement of a material fact or omit 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. Each of the consolidated The financial statements of the Company included in the Company SEC Documents complied at the time it was filed comply as to form in all material respects with applicable accounting requirements and the published rules and regulations of the SEC with respect thereto, was have been prepared in accordance with United States U.S. generally accepted accounting principles (“GAAP”) (except, in the case of unaudited statements, as permitted by Form 10-Q of the SEC or other rules and regulations of the SEC) applied on a consistent basis during the periods involved (except as may be indicated in the notes thereto) and fairly presented in all material respects present the consolidated financial position of the Company and its consolidated Subsidiaries subsidiaries as of the dates thereof and the consolidated results of their operations and cash flows for the periods shown then ended (subject, in the case of unaudited statements, to normal year-end audit adjustments).
(c) Neither . Except for liabilities and obligations reflected or reserved for on the most recent audited consolidated financial statements and the notes thereto included in the Company SEC Documents and liabilities and obligations incurred in the ordinary course of business since the date of the most recent audited consolidated balance sheet included in the Company SEC Documents and except for liabilities and obligations which, individually or in the aggregate, would not be reasonably likely to have a material adverse effect on the Company, neither the Company nor any Company Subsidiary of its subsidiaries has any liabilities or obligations of any nature (whether accrued, absolute, contingent or otherwise) that, individually or in the aggregate, have had or would reasonably be expected to have a Company Material Adverse Effect).
(d) The Company maintains a system of “internal control over financial reporting” (as defined in Rules 13a-15(f) and 15d-15(f) of the Exchange Act) sufficient to provide reasonable assurance (i) that transactions are recorded as necessary to permit preparation of financial statements in conformity with GAAP, consistently applied, (ii) that transactions are executed only in accordance with the authorization of management and (iii) regarding prevention or timely detection of the unauthorized acquisition, use or disposition of the Company’s properties or assets.
(e) The “disclosure controls and procedures” (as defined in Rules 13a-15(e) and 15d-15(e) of the Exchange Act) utilized by the Company are reasonably designed to ensure that all information (both financial and non-financial) required to be disclosed by the Company in the reports that it files or submits under the Exchange Act is recorded, processed, summarized and reported within the time periods specified in the rules and forms of the SEC and that all such information required to be disclosed is accumulated and communicated to the management of the Company, as appropriate, to allow timely decisions regarding required disclosure and to enable the chief executive officer and chief financial officer of the Company to make the certifications required under the Exchange Act with respect to such reports.
(f) Neither the Company nor any of the Company Subsidiaries is a party to, or has any commitment to become a party to, any joint venture, off-balance sheet partnership or any similar Contract (including any Contract or arrangement relating to any transaction or relationship between or among the Company and any of the Company Subsidiaries, on the one hand, and any unconsolidated Affiliate, including any structured finance, special purpose or limited purpose entity or Person, on the other hand, or any “off-balance sheet arrangements” (as defined in Item 303(a) of Regulation S-K under the Exchange Act)), where the result, purpose or intended effect of such Contract is to avoid disclosure of any material transaction involving, or material liabilities of, the Company or any of the Company Subsidiaries in the Company’s or such Company Subsidiary’s published financial statements or other Company SEC Documents.
(g) Since January 1, 2019, none of the Company, the Company’s independent accountants, the Company Board or the audit committee of the Company Board has received any oral or written notification of any (i) “significant deficiency” in the internal controls over financial reporting of the Company, (ii) “material weakness” in the internal controls over financial reporting of the Company or (iii) fraud, whether or not material, that involves management or other employees of the Company who have a significant role in the internal controls over financial reporting of the Company.
(h) None of the Company Subsidiaries is, or has at any time since January 1, 2019 been, subject to the reporting requirements of Section 13(a) or 15(d) of the Exchange Act.
Appears in 3 contracts
Sources: Merger Agreement (Elite Information Group Inc), Merger Agreement (Elite Information Group Inc), Merger Agreement (Elite Information Group Inc)
SEC Documents; Undisclosed Liabilities. (a) The Company has furnished or filed with the SEC all reports, schedules, forms, statements and other documents required pursuant to the Securities Act of 1933, as amended (the "Securities Act") and the Exchange Act since April 30, 2004 (collectively, and in each case including all exhibits and other information schedules thereto and documents incorporated by reference therein) required to be furnished or filed by , the Company with "SEC Documents"). As of their respective dates, the SEC since January 1, 2017 Documents (such documents, together with any documents filed with or furnished to other than the SEC during such period by the Company on a voluntary basis on a Current Report on Form 8-K, but excluding the Proxy Statement, being collectively referred to as the “Company SEC Documents”).
(bFinancial Statements) Each Company SEC Document (i) at the time filed, complied comply in all material respects with the requirements of requirements of the ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act of 2002 and the Exchange Securities Act or the Securities Exchange Act, as the case may be, and the rules and regulations of the SEC promulgated thereunder applicable to such Company SEC Documents. Except to the extent that information contained in any SEC Document and (ii) did not at the time it was filed (or if amended has been revised or superseded by a filing or amendment prior to later filed SEC Document, none of the date of this Agreement, then at the time of such filing or amendmentSEC Documents (including any and all SEC Financial Statements included therein) contain contains any untrue statement of a material fact or omit omits 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. Each of the The consolidated financial statements of the Company included in the Company all SEC Documents complied at filed since April 30, 2004 (the time it was filed "SEC Financial Statements") comply as to form in all material respects with applicable published accounting requirements and the published rules and regulations of the SEC with respect thereto, was have been prepared in accordance with United States generally accepted accounting principles (“GAAP”) as applied in the United States (except, in the case of unaudited consolidated quarterly statements, as permitted by Form 10-Q of the SEC or other rules and regulations QSB of the SEC) ), applied on a consistent basis during the periods involved (except as may be indicated in the notes thereto) and fairly presented in all material respects present the consolidated financial position of the Company and its consolidated Subsidiaries as of the dates thereof and the consolidated results of their operations and cash flows for the periods shown then ended (subject, in the case of unaudited quarterly statements, to normal recurring year-end audit adjustments).
(c) . Neither the Company nor any Company Subsidiary of its Subsidiaries has any liabilities or obligations of any nature (whether accrued, absolute, contingent or otherwise) that, individually required by generally accepted accounting principles as applied in the United States to be recognized or disclosed on a consolidated balance sheet of the Company and its Subsidiaries or in the aggregatenotes thereto, have had or would reasonably be expected to have a except (i) liabilities reflected in the consolidated balance sheet of the Company Material Adverse Effect.
as of January 31, 2007 (d) The Company maintains a system of “internal control over financial reporting” (as defined in Rules 13a-15(fthe "2007 Balance Sheet") and 15d-15(f(ii) liabilities incurred since January 31, 2007 in the ordinary course of business consistent with past practice, which, if in an amount in excess of $10,000, are listed in Section 3.01(e) of the Exchange Act) sufficient to provide reasonable assurance (i) that transactions are recorded as necessary to permit preparation of financial statements in conformity with GAAP, consistently applied, (ii) that transactions are executed only in accordance with the authorization of management and (iii) regarding prevention or timely detection of the unauthorized acquisition, use or disposition of the Company’s properties or assetsCompany Disclosure Schedule.
(e) The “disclosure controls and procedures” (as defined in Rules 13a-15(e) and 15d-15(e) of the Exchange Act) utilized by the Company are reasonably designed to ensure that all information (both financial and non-financial) required to be disclosed by the Company in the reports that it files or submits under the Exchange Act is recorded, processed, summarized and reported within the time periods specified in the rules and forms of the SEC and that all such information required to be disclosed is accumulated and communicated to the management of the Company, as appropriate, to allow timely decisions regarding required disclosure and to enable the chief executive officer and chief financial officer of the Company to make the certifications required under the Exchange Act with respect to such reports.
(f) Neither the Company nor any of the Company Subsidiaries is a party to, or has any commitment to become a party to, any joint venture, off-balance sheet partnership or any similar Contract (including any Contract or arrangement relating to any transaction or relationship between or among the Company and any of the Company Subsidiaries, on the one hand, and any unconsolidated Affiliate, including any structured finance, special purpose or limited purpose entity or Person, on the other hand, or any “off-balance sheet arrangements” (as defined in Item 303(a) of Regulation S-K under the Exchange Act)), where the result, purpose or intended effect of such Contract is to avoid disclosure of any material transaction involving, or material liabilities of, the Company or any of the Company Subsidiaries in the Company’s or such Company Subsidiary’s published financial statements or other Company SEC Documents.
(g) Since January 1, 2019, none of the Company, the Company’s independent accountants, the Company Board or the audit committee of the Company Board has received any oral or written notification of any (i) “significant deficiency” in the internal controls over financial reporting of the Company, (ii) “material weakness” in the internal controls over financial reporting of the Company or (iii) fraud, whether or not material, that involves management or other employees of the Company who have a significant role in the internal controls over financial reporting of the Company.
(h) None of the Company Subsidiaries is, or has at any time since January 1, 2019 been, subject to the reporting requirements of Section 13(a) or 15(d) of the Exchange Act.
Appears in 3 contracts
Sources: Merger Agreement (Somanta Pharmaceuticals Inc.), Merger Agreement (Access Pharmaceuticals Inc), Merger Agreement (Access Pharmaceuticals Inc)
SEC Documents; Undisclosed Liabilities. (a) The Company has furnished or filed all reports, schedules, forms, statements and other documents (including exhibits and other information incorporated therein) required to be furnished or filed by the Company with the SEC since January 1December 31, 2017 2002 pursuant to Sections 13(a) and 15(d) of the Securities Exchange Act of 1934, as amended (such documents, together with any documents filed with or furnished to the SEC during such period by the Company on a voluntary basis on a Current Report on Form 8-K, but excluding the Proxy Statement, being collectively referred to as “Exchange Act”) (the “Company SEC Documents”).
(b) Each As of its respective date, each Company SEC Document (i) at the time filed, complied in all material respects with the requirements of requirements of the ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act of 2002 and the Exchange Act or the Securities Act, as the case may be, and the rules and regulations of the SEC promulgated thereunder applicable to such Company SEC Document Document, and (ii) did not at the time it was filed (or if amended or superseded by a filing or amendment prior to the date of this Agreement, then at the time of such filing or amendment) 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. Each Except to the extent that information contained in any Company SEC Document has been revised or superseded by a later 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. The consolidated financial statements of the Company included in the Company SEC Documents complied at the time it was filed comply as to form in all material respects with applicable accounting requirements and the published rules and regulations of the SEC with respect thereto, was have been prepared in accordance with United States generally accepted accounting principles (“GAAP”) (except, in the case of unaudited statements, as permitted by Form 10-Q of the SEC or other rules and regulations of the SEC) applied on a consistent basis during the periods involved (except as may be indicated in the notes thereto) and fairly presented in all material respects present the consolidated financial position of the Company and its consolidated Subsidiaries subsidiaries as of the dates thereof and the consolidated results of their operations and cash flows for the periods shown (subject, in the case of unaudited statements, to normal year-end audit adjustments).
(c) Neither Except as set forth in the financial statements filed with the 2004 10-K or incurred in the ordinary course since December 31, 2004, as of the date of this Agreement neither the Company nor any Company Subsidiary has any liabilities or obligations of any nature (whether accrued, absolute, contingent or otherwise) that, individually or in the aggregate, have had or would could reasonably be expected to have a Company Material Adverse Effect.
(d) The Company maintains a system of “internal control over financial reporting” (as defined in Rules 13a-15(f) and 15d-15(f) of the Exchange Act) sufficient to provide reasonable assurance (i) that transactions are recorded as necessary to permit preparation of financial statements in conformity with GAAP, consistently applied, (ii) that transactions are executed only in accordance with the authorization of management and (iii) regarding prevention or timely detection of the unauthorized acquisition, use or disposition of the Company’s properties or assets.
(e) The “disclosure controls and procedures” (as defined in Rules 13a-15(e) and 15d-15(e) of the Exchange Act) utilized by the Company are reasonably designed to ensure that all information (both financial and non-financial) required to be disclosed by the Company in the reports that it files or submits under the Exchange Act is recorded, processed, summarized and reported within the time periods specified in the rules and forms of the SEC and that all such information required to be disclosed is accumulated and communicated to the management of the Company, as appropriate, to allow timely decisions regarding required disclosure and to enable the chief executive officer and chief financial officer of the Company to make the certifications required under the Exchange Act with respect to such reports.
(f) Neither the Company nor any of the Company Subsidiaries is a party to, or has any commitment to become a party to, any joint venture, off-balance sheet partnership or any similar Contract (including any Contract or arrangement relating to any transaction or relationship between or among the Company and any of the Company Subsidiaries, on the one hand, and any unconsolidated Affiliate, including any structured finance, special purpose or limited purpose entity or Person, on the other hand, or any “off-balance sheet arrangements” (as defined in Item 303(a) of Regulation S-K under the Exchange Act)), where the result, purpose or intended effect of such Contract is to avoid disclosure of any material transaction involving, or material liabilities of, the Company or any of the Company Subsidiaries in the Company’s or such Company Subsidiary’s published financial statements or other Company SEC Documents.
(g) Since January 1, 2019, none of the Company, the Company’s independent accountants, the Company Board or the audit committee of the Company Board has received any oral or written notification of any (i) “significant deficiency” in the internal controls over financial reporting of the Company, (ii) “material weakness” in the internal controls over financial reporting of the Company or (iii) fraud, whether or not material, that involves management or other employees of the Company who have a significant role in the internal controls over financial reporting of the Company.
(h) None of the Company Subsidiaries is, or has at any time since January 1, 2019 been, subject to the reporting requirements of Section Sections 13(a) or and 15(d) of the Exchange Act.
Appears in 2 contracts
Sources: Merger Agreement (Specialty Laboratories Inc), Merger Agreement (Ameripath Inc)
SEC Documents; Undisclosed Liabilities. (a) The Company Since January 1, 2016, Parent has filed or furnished or filed with the SEC all forms, registration statements, reports, schedules, forms, schedules and statements and other documents (including exhibits and other information incorporated therein) required to be furnished or filed by the Company with the SEC since January 1, 2017 (such documents, together with any documents filed with or furnished under the Exchange Act or the Securities Act. At the time filed (or, in the case of registration statements, solely on the dates of effectiveness) (except to the SEC during such period extent amended by the Company on a voluntary basis on a Current Report on Form 8-K, but excluding the Proxy Statement, being collectively referred to as the “Company SEC Documents”).
(b) Each Company subsequently Filed Parent SEC Document (i) at prior to the time fileddate of this Agreement, in which case as of the date of such amendment), each Filed Parent SEC Document complied in all material respects with the requirements of applicable requirements of the ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act of 2002 and the Exchange Act or and the Securities Act, as the case may be, be and the rules and regulations of the SEC promulgated thereunder applicable to such Company SEC Document and (ii) did not at the time it was filed (or if amended or superseded by a filing or amendment prior to the date of this Agreement, then at the time of such filing or amendment) contain any untrue statement of a material fact fact, or omit to state a material fact required to be stated therein or necessary in order to make the statements thereinmade, in light of the circumstances under which they were made, not misleading. Each of the .
(b) The audited consolidated financial statements and the unaudited quarterly financial statements (including, in each case, the notes thereto) of the Company Parent included in the Company Filed Parent SEC Documents (i) complied at the time it was filed as to form in all material respects with applicable accounting requirements and the published rules and regulations of the SEC with respect thereto, was (ii) have been prepared in all material respects in accordance with United States generally accepted accounting principles (“GAAP”) GAAP (except, in the case of unaudited quarterly statements, as permitted by Form 10-Q of the SEC or other rules and regulations of the SEC) applied in all material respects on a consistent basis during the periods involved (except as may be indicated in the notes thereto) and (iii) fairly presented present in all material respects the consolidated financial position of the Company Parent and its consolidated Subsidiaries subsidiaries as of the dates thereof and the consolidated results of their operations and cash flows for the periods shown covered thereby (subject, in the case of unaudited quarterly statements, to normal year-end audit adjustments).
(c) Neither Except as reflected or reserved against in the Company nor consolidated balance sheet of Parent, as of September 30, 2017, or the notes thereto, included in the Filed Parent SEC Documents (such balance sheet and the notes thereto, the “Parent Balance Sheet”), Parent and the Parent Subsidiaries do not have any Company Subsidiary has any liabilities liability or obligations obligation of any nature (whether accrued, absolute, contingent or otherwise) thatother than (i) liabilities or obligations incurred in the ordinary course of business since the date of the Parent Balance Sheet, (ii) liabilities or obligations not required to be disclosed in a consolidated balance sheet of Parent or in the notes thereto prepared in accordance with GAAP and the rules and regulations of the SEC applicable thereto, (iii) liabilities or obligations incurred in connection with the transactions contemplated hereby, (iv) incurrence of Indebtedness under existing credit facilities or extensions, renewals or refinancings of existing Indebtedness, (v) obligations of Parent or any Parent Subsidiary to Parent or any Parent Subsidiary, and (vi) liabilities or obligations that would not reasonably be expected to, individually or in the aggregate, have had or would reasonably be expected to have a Company Parent Material Adverse Effect.
(d) The Company Parent has established and maintains disclosure controls and procedures and a system of “internal control over financial reporting” reporting (as such terms are defined in Rules 13a-15(f) Rule 13a-15 and 15d-15(f) of Rule 15d-15 under the Exchange Act) sufficient as required by the Exchange Act. From the date of the filing of Parent’s Annual Report on Form 10-K for the fiscal year ended December 31, 2016 to provide reasonable assurance the date of this Agreement, Parent’s auditors and the Parent Board have not been advised of (i) that transactions any significant deficiencies or material weaknesses in the design or operation of internal control over financial reporting which are recorded as necessary reasonably likely to permit preparation of adversely affect Parent’s ability to record, process, summarize and report financial statements in conformity with GAAP, consistently applied, information or (ii) that transactions are executed only in accordance with the authorization of management and (iii) regarding prevention or timely detection of the unauthorized acquisition, use or disposition of the Company’s properties or assets.
(e) The “disclosure controls and procedures” (as defined in Rules 13a-15(e) and 15d-15(e) of the Exchange Act) utilized by the Company are reasonably designed to ensure that all information (both financial and non-financial) required to be disclosed by the Company in the reports that it files or submits under the Exchange Act is recorded, processed, summarized and reported within the time periods specified in the rules and forms of the SEC and that all such information required to be disclosed is accumulated and communicated to the management of the Company, as appropriate, to allow timely decisions regarding required disclosure and to enable the chief executive officer and chief financial officer of the Company to make the certifications required under the Exchange Act with respect to such reports.
(f) Neither the Company nor any of the Company Subsidiaries is a party to, or has any commitment to become a party to, any joint venture, off-balance sheet partnership or any similar Contract (including any Contract or arrangement relating to any transaction or relationship between or among the Company and any of the Company Subsidiaries, on the one hand, and any unconsolidated Affiliate, including any structured finance, special purpose or limited purpose entity or Person, on the other hand, or any “off-balance sheet arrangements” (as defined in Item 303(a) of Regulation S-K under the Exchange Act)), where the result, purpose or intended effect of such Contract is to avoid disclosure of any material transaction involving, or material liabilities of, the Company or any of the Company Subsidiaries in the Company’s or such Company Subsidiary’s published financial statements or other Company SEC Documents.
(g) Since January 1, 2019, none of the Company, the Company’s independent accountants, the Company Board or the audit committee of the Company Board has received any oral or written notification of any (i) “significant deficiency” in the internal controls over financial reporting of the Company, (ii) “material weakness” in the internal controls over financial reporting of the Company or (iii) fraud, whether or not material, that involves management or other employees of the Company who have a significant role in the Parent’s internal controls control over financial reporting of the Companyreporting.
(h) None of the Company Subsidiaries is, or has at any time since January 1, 2019 been, subject to the reporting requirements of Section 13(a) or 15(d) of the Exchange Act.
Appears in 2 contracts
Sources: Merger Agreement (Sandridge Energy Inc), Merger Agreement (Bonanza Creek Energy, Inc.)
SEC Documents; Undisclosed Liabilities. (a) The Company Since December 31, 2017, Parent has filed or furnished or filed with the SEC all forms, registration statements, reports, schedules, forms, schedules and statements and other documents (including exhibits and other information incorporated therein) required to be furnished or filed by the Company with the SEC since January 1, 2017 (such documents, together with any documents filed with or furnished under the Exchange Act and the Securities Act. At the time filed (or, in the case of registration statements, solely on the dates of effectiveness) (except to the SEC during such period extent amended by the Company on a voluntary basis on a Current Report on Form 8-K, but excluding the Proxy Statement, being collectively referred to as the “Company SEC Documents”).
(b) Each Company subsequently Filed Parent SEC Document (i) at prior to the time fileddate of this Agreement, in which case as of the date of such amendment), each Filed Parent SEC Document complied in all material respects with the requirements of applicable requirements of the ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act of 2002 and the Exchange Act or and the Securities Act, as the case may be, be and the rules and regulations of the SEC promulgated thereunder applicable to such Company SEC Document and (ii) did not at the time it was filed (or if amended or superseded by a filing or amendment prior to the date of this Agreement, then at the time of such filing or amendment) contain any untrue statement of a material fact fact, or omit to state a material fact required to be stated therein or necessary in order to make the statements thereinmade, in light of the circumstances under which they were made, not misleading. Each of the .
(b) The audited consolidated financial statements and the unaudited quarterly financial statements (including, in each case, the notes thereto) of the Company Parent included in the Company Filed Parent SEC Documents (i) complied at the time it was filed as to form in all material respects with applicable accounting requirements and the published rules and regulations of the SEC with respect thereto, was (ii) have been prepared in all material respects in accordance with United States generally accepted accounting principles (“GAAP”) GAAP (except, in the case of unaudited quarterly statements, as permitted by Form 10-Q of the SEC or other rules and regulations of the SEC) applied in all material respects on a consistent basis during the periods involved (except as may be indicated in the notes thereto) and (iii) fairly presented present in all material respects the consolidated financial position of the Company Parent and its consolidated Subsidiaries as of the dates thereof and the consolidated results of their operations and cash flows for the periods shown covered thereby (subject, in the case of unaudited quarterly statements, to normal year-end audit adjustments).
(c) Neither Except as reflected or reserved against in the Company nor consolidated balance sheet of Parent, as of December 31, 2018, or the notes thereto, included in the Filed Parent SEC Documents (such balance sheet and the notes thereto, the “Parent Balance Sheet”), Parent and the Parent Subsidiaries do not have any Company Subsidiary has any liabilities liability or obligations obligation of any nature (whether accrued, absolute, contingent or otherwise) thatother than (i) liabilities or obligations incurred in the ordinary course of business since the date of the Parent Balance Sheet (other than any liability for breaches of Contract or relating to any Proceeding), (ii) liabilities or obligations not required to be disclosed in a consolidated balance sheet of Parent or in the notes thereto prepared in accordance with GAAP and the rules and regulations of the SEC applicable thereto, (iii) liabilities or obligations incurred in connection with the transactions contemplated hereby and (iv) liabilities or obligations that would not reasonably be expected, individually or in the aggregate, have had or would reasonably be expected to have a Company Parent Material Adverse Effect.
(d) The Company Parent has established and maintains disclosure controls and procedures and a system of “internal control over financial reporting” reporting (as such terms are defined in Rules 13a-15(f) Rule 13a-15 and 15d-15(f) of Rule 15d-15 under the Exchange Act) sufficient as required by the Exchange Act. From the date of the filing of Parent’s Annual Report on Form 10-K for the fiscal year ended December 31, 2018 to provide reasonable assurance the date of this Agreement, Parent’s auditors and the Parent Board have not been advised of (i) that transactions any significant deficiencies or material weaknesses in the design or operation of internal control over financial reporting which are recorded as necessary reasonably likely to permit preparation of adversely affect Parent’s ability to record, process, summarize and report financial statements in conformity with GAAP, consistently applied, information or (ii) that transactions are executed only in accordance with the authorization of management and (iii) regarding prevention or timely detection of the unauthorized acquisition, use or disposition of the Company’s properties or assets.
(e) The “disclosure controls and procedures” (as defined in Rules 13a-15(e) and 15d-15(e) of the Exchange Act) utilized by the Company are reasonably designed to ensure that all information (both financial and non-financial) required to be disclosed by the Company in the reports that it files or submits under the Exchange Act is recorded, processed, summarized and reported within the time periods specified in the rules and forms of the SEC and that all such information required to be disclosed is accumulated and communicated to the management of the Company, as appropriate, to allow timely decisions regarding required disclosure and to enable the chief executive officer and chief financial officer of the Company to make the certifications required under the Exchange Act with respect to such reports.
(f) Neither the Company nor any of the Company Subsidiaries is a party to, or has any commitment to become a party to, any joint venture, off-balance sheet partnership or any similar Contract (including any Contract or arrangement relating to any transaction or relationship between or among the Company and any of the Company Subsidiaries, on the one hand, and any unconsolidated Affiliate, including any structured finance, special purpose or limited purpose entity or Person, on the other hand, or any “off-balance sheet arrangements” (as defined in Item 303(a) of Regulation S-K under the Exchange Act)), where the result, purpose or intended effect of such Contract is to avoid disclosure of any material transaction involving, or material liabilities of, the Company or any of the Company Subsidiaries in the Company’s or such Company Subsidiary’s published financial statements or other Company SEC Documents.
(g) Since January 1, 2019, none of the Company, the Company’s independent accountants, the Company Board or the audit committee of the Company Board has received any oral or written notification of any (i) “significant deficiency” in the internal controls over financial reporting of the Company, (ii) “material weakness” in the internal controls over financial reporting of the Company or (iii) fraud, whether or not material, that involves management or other employees of the Company who have a significant role in the Parent’s internal controls control over financial reporting of the Companyreporting.
(he) None The Filed Parent SEC Documents accurately summarize, in all material respects, the outstanding Derivative Transaction positions of Parent and the Parent Subsidiaries, including Hydrocarbon and financial Derivative Transaction positions attributable to the production and marketing activities of Parent and the Parent Subsidiaries, as of the Company Subsidiaries is, or has at any time since January 1, 2019 been, subject to the reporting requirements of Section 13(a) or 15(d) of the Exchange Actdates reflected therein.
Appears in 2 contracts
Sources: Merger Agreement (Midstates Petroleum Company, Inc.), Merger Agreement (Amplify Energy Corp)
SEC Documents; Undisclosed Liabilities. (a) The Company has furnished or filed all reports, schedules, forms, statements and other documents (including exhibits and other information incorporated therein) required to be furnished or filed by the Company with the SEC since January 1, 2017 (such documents, together with any documents filed with or furnished to the SEC during such period by the Company on a voluntary basis on a Current Report on Form 8-K, but excluding the Proxy Statement, being collectively referred to as the “Company SEC Documents”). As of the date of this Agreement, there are no outstanding or unresolved comments in comment letters received from the SEC with respect to the Company SEC Documents.
(b) Each Company SEC Document (i) at the time filed, complied or, if not yet filed, will comply in all material respects with the requirements of requirements of the ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act of 2002 SOX and the Exchange Act or the Securities Act, as the case may be, and the rules and regulations of the SEC promulgated thereunder applicable to such Company SEC Document and (ii) did not at the time it was filed (or if amended or superseded by a filing or amendment prior to the date of this Agreement, then at the time of such filing or amendment) contain or, if not yet filed, will not contain, any untrue statement of a material fact or not omit or, if not yet filed, will not 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. Each of the consolidated financial statements (including all related notes) of the Company included in the Company SEC Documents complied or, if not yet filed, will comply at the time it was filed as to form in all material respects with applicable accounting requirements and the published rules and regulations of the SEC with respect thereto, was prepared or, if not yet filed, will be prepared, in accordance with United States generally accepted accounting principles (“GAAP”) (except, in the case of unaudited statements, as permitted by Form 10-Q of the SEC or other rules and regulations of the SEC) applied on a consistent basis during the periods involved (except (i) as may be indicated in the notes theretothereto or (ii) as permitted by Regulation S-X) and fairly presented or, if not yet filed, will fairly present, in all material respects the consolidated financial position of the Company and its consolidated Subsidiaries as of the dates thereof and the consolidated results of their operations and operations, cash flows and changes in equity for the periods shown (subject, in the case of unaudited statements, to normal year-end audit adjustmentsadjustments not material in amount).
(c) Neither Except (i) as reflected or reserved against in the Company’s consolidated unaudited balance sheet as of September 30, 2014 (or the notes thereto) included in the Filed Company SEC Documents, (ii) for liabilities and obligations incurred in connection with or expressly contemplated by this Agreement, (iii) for liabilities and obligations that have been incurred in the ordinary course of business since September 30, 2014 and (iv) for liabilities and obligations that have been discharged or paid in full in the ordinary course of business, none of the Company nor or any Company Subsidiary has any liabilities or obligations of any nature (whether accrued, absolute, contingent or otherwise) that), that individually or in the aggregate, have had or would reasonably be expected to have a Company Material Adverse Effect.
(d) Each of the principal executive officer of the Company and the principal financial officer of the Company (or each former principal executive officer of the Company and each former principal financial officer of the Company, as applicable) has made all applicable certifications required by Rule 13a-14 or 15d-14 under the Exchange Act and Sections 302 and 906 of SOX with respect to the Company SEC Documents, and the statements contained in such certifications are true and accurate as of the date of such certifications. None of the Company or any of the Company Subsidiaries has outstanding, or has arranged any outstanding, “extensions of credit” to directors or executive officers within the meaning of Section 402 of SOX.
(e) The Company maintains a system of “internal control over financial reporting” (as defined in Rules 13a-15(f) and 15d-15(f) of under the Exchange Act) sufficient to provide reasonable assurance (i) that transactions are recorded as necessary to permit preparation of financial statements in conformity with GAAP, GAAP consistently applied, (ii) that transactions are executed only in accordance with the authorization of management and (iii) regarding prevention or timely detection of the unauthorized acquisition, use or disposition of the Company’s properties or assets.
(ef) The “disclosure controls and procedures” (as defined in Rules 13a-15(e) and 15d-15(e) of under the Exchange Act) utilized by the Company are reasonably designed to ensure that all material information (both financial and non-financial) required to be disclosed by the Company in the reports that it files or submits under the Exchange Act is recorded, processed, summarized and reported within the time periods specified in the rules and forms of the SEC and that all such information required to be disclosed is accumulated and communicated to the management of the Company, as appropriate, to allow timely decisions regarding required disclosure and to enable the chief executive officer and chief financial officer of the Company to make the certifications required under the Exchange Act with respect to such reports.
(fg) Neither the The Company nor any of the Company Subsidiaries is not a party to, or has any commitment to become a party to, any joint venture, off-balance sheet partnership or any similar Contract (including any Contract or arrangement relating to any transaction or relationship between or among the Company and any of the Company Subsidiaries, on the one hand, and any unconsolidated Affiliate, including any structured finance, special purpose or limited purpose entity or Person, on the other hand, or any “off-balance sheet arrangements” (as defined in Item 303(a) of Regulation S-K under the Exchange Act)), where the result, purpose or intended effect of such Contract is to avoid disclosure of any material transaction involving, or material liabilities of, the Company or any of the Company Subsidiaries in the Company’s or such Company Subsidiary’s published financial statements or other Company SEC Documents.
(gh) Since January 1The Company has disclosed, 2019based on the most recent evaluation of its principal executive officer and its principal financial officer prior to the date of this Agreement, none of the Company, to the Company’s independent accountants, the Company Board or auditors and the audit committee of the Company Board has received any oral or written notification of any (i) “all significant deficiency” deficiencies and material weaknesses in the design or operation of internal controls over financial reporting of which could reasonably be expected to adversely affect the Company’s ability to record, process, summarize and report financial information in any material respect and (ii) “material weakness” in the internal controls over financial reporting of the Company or (iii) any fraud, whether or not material, that involves management or other employees of the Company who have a significant role in the Company’s internal controls over financial reporting of the Companycontrols.
(h) None of the Company Subsidiaries is, or has at any time since January 1, 2019 been, subject to the reporting requirements of Section 13(a) or 15(d) of the Exchange Act.
Appears in 2 contracts
Sources: Merger Agreement (Home Loan Servicing Solutions, Ltd.), Merger Agreement (New Residential Investment Corp.)
SEC Documents; Undisclosed Liabilities. (a) The Company --------------------------------------- has furnished or filed all reports, schedules, forms, statements and other documents (including exhibits and other information incorporated therein) required to be furnished or filed by the Company with the SEC since January 1December 31, 2017 1997 (such documents, together with any documents filed with or furnished to the SEC during such period by the "Company on a voluntary basis on a Current Report on Form 8-K, but excluding the Proxy Statement, being collectively referred to as the “Company ------- SEC Documents”").
(b) Each . As of its respective date, each Company SEC Document (i) at the time filed, complied ------------- in all material respects with the requirements of requirements of the ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act of 2002 and the Exchange Act or the Securities Act of 1933, as amended (the "Securities Act"), as the case may be, -------------- and the rules and regulations of the SEC promulgated thereunder applicable to such Company SEC Document Document, and (ii) did not at the time it was filed (or if amended or superseded by a filing or amendment prior to the date of this Agreement, then at the time of such filing or amendment) 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. Each of the consolidated The financial statements of the Company included in the Company SEC Documents complied at complied, as of the time it was filed date 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, was have been prepared in accordance with United States U.S. generally accepted accounting principles (“"GAAP”") (exceptexcept as may be indicated in the notes thereto ---- and, in the case of unaudited statements, as permitted by Form 10-Q of the SEC or other rules and regulations of the SEC) applied on a consistent basis during the periods involved (except as may be indicated in the notes thereto) and fairly presented in all material respects present the consolidated financial position of the Company and its consolidated Subsidiaries as of the dates thereof and the consolidated results of their its operations and cash flows for the periods shown then ended (subject, in the case of unaudited statements, to normal normal, recurring year-end audit adjustments).
. Except as set forth in the Filed Company SEC Documents (c) Neither as defined in Section 3.08), the Company nor any Company Subsidiary has any no material liabilities or obligations of any nature (whether accrued, absolute, contingent or otherwise) that, individually or in the aggregate, have had or would reasonably be expected to have a Company Material Adverse Effect.
(d) The Company maintains a system of “internal control over financial reporting” (as defined in Rules 13a-15(f) and 15d-15(f) of the Exchange Act) sufficient to provide reasonable assurance (i) that transactions are recorded as necessary to permit preparation of financial statements in conformity with GAAP, consistently applied, (ii) that transactions are executed only in accordance with the authorization of management and (iii) regarding prevention or timely detection of the unauthorized acquisition, use or disposition of the Company’s properties or assets.
(e) The “disclosure controls and procedures” (as defined in Rules 13a-15(e) and 15d-15(e) of the Exchange Act) utilized required by the Company are reasonably designed to ensure that all information (both financial and non-financial) required GAAP to be disclosed by the Company in the reports that it files or submits under the Exchange Act is recorded, processed, summarized and reported within the time periods specified in the rules and forms of the SEC and that all such information required to be disclosed is accumulated and communicated to the management of the Company, as appropriate, to allow timely decisions regarding required disclosure and to enable the chief executive officer and chief financial officer of the Company to make the certifications required under the Exchange Act with respect to such reports.
(f) Neither the Company nor any of the Company Subsidiaries is set forth on a party to, or has any commitment to become a party to, any joint venture, off-balance sheet partnership or any similar Contract (including any Contract or arrangement relating to any transaction or relationship between or among the Company and any of the Company Subsidiaries, on the one hand, and any unconsolidated Affiliate, including any structured finance, special purpose or limited purpose entity or Person, on the other hand, or any “off-balance sheet arrangements” (as defined in Item 303(a) of Regulation S-K under the Exchange Act)), where the result, purpose or intended effect of such Contract is to avoid disclosure of any material transaction involving, or material liabilities of, the Company or any of the Company Subsidiaries in the Company’s or such Company Subsidiary’s published financial statements or other Company SEC Documents.
(g) Since January 1, 2019, none of the Company, the Company’s independent accountants, the Company Board or the audit committee of the Company Board has received any oral or written notification of any (i) “significant deficiency” in the internal controls over financial reporting of the Company, (ii) “material weakness” in the internal controls over financial reporting of the Company or (iii) fraud, whether or not material, that involves management or other employees of the Company who have a significant role in the internal controls over financial reporting notes thereto other than liabilities and obligations incurred in the ordinary course of the Companybusiness since June 30, 1999.
(h) None of the Company Subsidiaries is, or has at any time since January 1, 2019 been, subject to the reporting requirements of Section 13(a) or 15(d) of the Exchange Act.
Appears in 2 contracts
Sources: Merger Agreement (Diatide Inc), Merger Agreement (Schering Berlin Inc)
SEC Documents; Undisclosed Liabilities. (a) The Company has furnished or filed all required reports, schedules, forms, statements and other documents (including exhibits and other information incorporated therein) required to be furnished or filed by the Company with the SEC since January 126, 2017 2002 (such documents, together with any documents filed with or furnished to the SEC during such period by the Company on a voluntary basis on a Current Report on Form 8-K, but excluding the Proxy Statement, being collectively referred to as the “"Company SEC Documents”").
(b) Each . As of its date, each Company SEC Document (i) at the time filed, complied in all material respects with the requirements of requirements of the ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Securities Act of 2002 and 1933, as amended (the "Securities Act") or the Exchange Act or the Securities Act, as the case may be, and the rules and regulations of the SEC promulgated thereunder applicable to such Company SEC Document Documents, and (ii) did not at the time it was filed (or if amended or superseded by a filing or amendment prior to the date of this Agreement, then at the time of such filing or amendment) 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 thereintherein (other than in the case of registration statements of the Company filed under the Securities Act, in light of the circumstances under which they were made, ) not misleading, except to the extent that such Company SEC Document has been modified or superseded by a later filed Company SEC Document. Each of the The consolidated financial statements of the Company included in the Company SEC Documents Company's (i) annual report on Form 10-K for the fiscal year ended January 25, 2003 and (ii) quarterly report on Form 10-Q for the quarterly period ended April 26, 2003, complied at the time it was 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, was have been prepared in accordance with United States generally accepted accounting principles in the United States (“"GAAP”") (except, in the case of unaudited statements, as permitted by Form 10-Q of the SEC or other rules and 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 Company and its consolidated Subsidiaries as of the dates thereof and the consolidated results of their its operations and cash flows for the periods shown then ended (subject, in the case of unaudited statements, to normal year-end audit adjustments).
(c) Neither . Except for liabilities incurred in connection with the transactions contemplated by this Agreement or in the ordinary course of business since the date of the most recent balance sheet included in the Company SEC Documents, neither the Company nor any Company Subsidiary has any liabilities or obligations of any nature (whether accrued, absolute, contingent or otherwise) thatrequired by GAAP to be set forth on a consolidated balance sheet of the Company or the notes thereto which, individually or in the aggregate, have had or would reasonably be expected to have a Company Material Adverse Effect.
(d) The Company maintains a system of “internal control over financial reporting” (as defined in Rules 13a-15(f) and 15d-15(f) of the Exchange Act) sufficient to provide reasonable assurance (i) that transactions are recorded as necessary to permit preparation of financial statements in conformity with GAAP, consistently applied, (ii) that transactions are executed only in accordance with the authorization of management and (iii) regarding prevention or timely detection of the unauthorized acquisition, use or disposition of the Company’s properties or assets.
(e) The “disclosure controls and procedures” (as defined in Rules 13a-15(e) and 15d-15(e) of the Exchange Act) utilized by the Company are reasonably designed to ensure that all information (both financial and non-financial) required to be disclosed by the Company in the reports that it files or submits under the Exchange Act is recorded, processed, summarized and reported within the time periods specified in the rules and forms of the SEC and that all such information required to be disclosed is accumulated and communicated to the management of the Company, as appropriate, to allow timely decisions regarding required disclosure and to enable the chief executive officer and chief financial officer of the Company to make the certifications required under the Exchange Act with respect to such reports.
(f) Neither the Company nor any . None of the Company Subsidiaries is a party to, or has any commitment to become a party to, any joint venture, off-balance sheet partnership or any similar Contract (including any Contract or arrangement relating to any transaction or relationship between or among the Company and any of the Company Subsidiaries, on the one hand, and any unconsolidated Affiliate, including any structured finance, special purpose or limited purpose entity or Person, on the other hand, or any “off-balance sheet arrangements” (as defined in Item 303(a) of Regulation S-K under the Exchange Act)), where the result, purpose or intended effect of such Contract is to avoid disclosure of any material transaction involving, or material liabilities of, the Company or any of the Company Subsidiaries in the Company’s or such Company Subsidiary’s published financial statements or other Company SEC Documents.
(g) Since January 1, 2019, none of the Company, the Company’s independent accountants, the Company Board or the audit committee of the Company Board has received any oral or written notification of any (i) “significant deficiency” in the internal controls over financial reporting of the Company, (ii) “material weakness” in the internal controls over financial reporting of the Company or (iii) fraud, whether or not material, that involves management or other employees of the Company who have a significant role in the internal controls over financial reporting of the Company.
(h) None of the Company Subsidiaries is, or has at any time since January 1, 2019 been, subject to the informational reporting requirements of Section 13(a) or 15(d) 13 of the Exchange Act.
Appears in 2 contracts
Sources: Merger Agreement (Boise Cascade Corp), Agreement and Plan of Merger (Officemax Inc /Oh/)
SEC Documents; Undisclosed Liabilities. (a) The Company --------------------------------------- has furnished or filed all reports, schedules, forms, statements and other documents (including exhibits and other information incorporated therein) required to be furnished or filed by the Company with the SEC since January 1, 2017 1996, pursuant to Sections 13(a) and 15(d) of the Exchange Act (such documents, together with any documents filed with or furnished to the SEC during such period by the Company on a voluntary basis on a Current Report on Form 8-K, but excluding the Proxy Statement, being collectively referred to as the “"Company SEC Documents”").
(b) Each . As --------------------- of its respective date, each Company SEC Document (i) at the time filed, complied in all material respects with the requirements of requirements of the ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act of 2002 and the Exchange Act or the Securities Act of 1933, as amended (the "Securities Act"), as the case may be, and the rules and -------------- regulations of the SEC promulgated thereunder applicable to such Company SEC Document Document, and (ii) did not at the time it was filed (or if amended or superseded by a filing or amendment prior to the date of this Agreement, then at the time of such filing or amendment) 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. Each Except to the extent that information contained in the Company's Annual Report on Form 10-K for the year ended December 31, 1997 (the "1997 Company 10-K"), has been revised or superseded by a Company SEC Document ------------------ filed prior to the date of this Agreement, and except as disclosed in the Company Disclosure Letter, as of the date of this Agreement, the 1997 Company 10-K does not contain any untrue statement of a material fact or 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, not misleading. The consolidated financial statements of the Company included in the Company SEC Documents complied at the time it was filed comply as to form in all material respects with applicable accounting requirements and the published rules and regulations of the SEC with respect thereto, was have been prepared in accordance with United States generally accepted accounting principles (“"GAAP”") (except, in the case of ---- unaudited statements, as permitted by Form 10-Q of the SEC or other rules and regulations of the SEC) applied on a consistent basis during the periods involved (except as may be indicated in the notes thereto) and fairly presented in all material respects present the consolidated financial position of the Company and its consolidated Subsidiaries subsidiaries as of the dates thereof and the consolidated results of their operations and cash flows for the periods shown then ended (subject, in the case of unaudited statements, to normal year-end audit adjustments).
(c) Neither . Except as set forth in the Filed Company SEC Documents, as of the date of this Agreement neither the Company nor any Company Subsidiary has any liabilities or obligations of any nature (whether accrued, absolute, contingent or otherwise) required by GAAP to be set forth on a consolidated balance sheet of the Company and its consolidated subsidiaries or in the notes thereto and that, individually or in the aggregate, have had or would reasonably be expected to have a Company Material Adverse Effect.
(d) The Company maintains a system of “internal control over financial reporting” (as defined in Rules 13a-15(f) and 15d-15(f) of the Exchange Act) sufficient to provide reasonable assurance (i) that transactions are recorded as necessary to permit preparation of financial statements in conformity with GAAP, consistently applied, (ii) that transactions are executed only in accordance with the authorization of management and (iii) regarding prevention or timely detection of the unauthorized acquisition, use or disposition of the Company’s properties or assets.
(e) The “disclosure controls and procedures” (as defined in Rules 13a-15(e) and 15d-15(e) of the Exchange Act) utilized by the Company are reasonably designed to ensure that all information (both financial and non-financial) required to be disclosed by the Company in the reports that it files or submits under the Exchange Act is recorded, processed, summarized and reported within the time periods specified in the rules and forms of the SEC and that all such information required to be disclosed is accumulated and communicated to the management of the Company, as appropriate, to allow timely decisions regarding required disclosure and to enable the chief executive officer and chief financial officer of the Company to make the certifications required under the Exchange Act with respect to such reports.
(f) Neither the Company nor any of the Company Subsidiaries is a party to, or has any commitment to become a party to, any joint venture, off-balance sheet partnership or any similar Contract (including any Contract or arrangement relating to any transaction or relationship between or among the Company and any of the Company Subsidiaries, on the one hand, and any unconsolidated Affiliate, including any structured finance, special purpose or limited purpose entity or Person, on the other hand, or any “off-balance sheet arrangements” (as defined in Item 303(a) of Regulation S-K under the Exchange Act)), where the result, purpose or intended effect of such Contract is to avoid disclosure of any material transaction involving, or material liabilities of, the Company or any of the Company Subsidiaries in the Company’s or such Company Subsidiary’s published financial statements or other Company SEC Documents.
(g) Since January 1, 2019, none of the Company, the Company’s independent accountants, the Company Board or the audit committee of the Company Board has received any oral or written notification of any (i) “significant deficiency” in the internal controls over financial reporting of the Company, (ii) “material weakness” in the internal controls over financial reporting of the Company or (iii) fraud, whether or not material, that involves management or other employees of the Company who have a significant role in the internal controls over financial reporting of the Company.
(h) . None of the Company Subsidiaries is, or has at any time since January 1, 2019 1996, been, subject to the reporting requirements of Section Sections 13(a) or and 15(d) of the Exchange Act.
Appears in 2 contracts
Sources: Merger Agreement (Union Texas Petroleum Holdings Inc), Agreement and Plan of Merger (Atlantic Richfield Co /De)
SEC Documents; Undisclosed Liabilities. (a) The Company has furnished or filed all reports, schedules, forms, statements and other documents (including exhibits and other information incorporated therein) required to be furnished or filed by the Company with the SEC since January 1, 2017 2009 (such documents, together with any documents filed with or furnished to the SEC during such period by the Company on a voluntary basis on a Current Report on Form 8-K, but excluding the Proxy Statement, being collectively referred to as the “Company SEC Documents”).
(b) Each Company SEC Document (i) at the time filed, complied in all material respects with the requirements of requirements of the ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act of 2002 SOX and the Exchange Act or the Securities Act, as the case may be, and the rules and regulations of the SEC promulgated thereunder applicable to such Company SEC Document and (ii) did not at the time it was filed (or if amended or superseded by a filing or amendment prior to the date of this Agreement, then at the time of such filing or amendment) 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. Each of the consolidated financial statements of the Company included in the Company SEC Documents complied at the time it was filed as to form in all material respects with applicable accounting requirements and the published rules and regulations of the SEC with respect thereto, was prepared in accordance with United States generally accepted accounting principles (“GAAP”) GAAP (except, in the case of unaudited statements, as permitted by Form 10-Q of the SEC or other rules and regulations of the SEC) applied on a consistent basis during the periods involved (except as may be indicated in the notes thereto) and fairly presented in all material respects the consolidated financial position of the Company and its consolidated Subsidiaries as of the dates thereof and the consolidated results of their operations and cash flows for the periods shown (subject, in the case of unaudited statements, to normal year-end audit adjustments).
(c) Neither Except (i) as reflected or reserved against in the Company’s consolidated audited balance sheet as of December 31, 2010 (or the notes thereto) as included in the Filed Company SEC Documents and (ii) for liabilities and obligations incurred in connection with or contemplated by this Agreement, neither the Company nor any Company Subsidiary has any liabilities or obligations of any nature (whether accrued, absolute, contingent or otherwise) that, individually or in the aggregate, have had or would reasonably be expected to have a Company Material Adverse Effect.
(d) Each of the chief executive officer of the Company and the chief financial officer of the Company (or each former chief executive officer of the Company and each former chief financial officer of the Company, as applicable) has made all applicable certifications required by Rule 13a-14 or 15d-14 under the Exchange Act and Sections 302 and 906 of SOX with respect to the Company SEC Documents, and the statements contained in such certifications are true and accurate. None of the Company or any of the Company Subsidiaries has outstanding, or has arranged any outstanding, “extensions of credit” to directors or executive officers within the meaning of Section 402 of SOX.
(e) The Company maintains a system of “internal control over financial reporting” (as defined in Rules 13a-15(f) and 15d-15(f) of the Exchange Act) sufficient to provide reasonable assurance (iA) that transactions are recorded as necessary to permit preparation of financial statements in conformity with GAAP, consistently applied, (iiB) that transactions are executed only in accordance with the authorization of management and (iiiC) regarding prevention or timely detection of the unauthorized acquisition, use or disposition of the Company’s properties or assets.
(ef) The “disclosure controls and procedures” (as defined in Rules 13a-15(e) and 15d-15(e) of the Exchange Act) utilized by the Company are reasonably designed to ensure that all information (both financial and non-financial) required to be disclosed by the Company in the reports that it files or submits under the Exchange Act is recorded, processed, summarized and reported within the time periods specified in the rules and forms of the SEC and that all such information required to be disclosed is accumulated and communicated to the management of the Company, as appropriate, to allow timely decisions regarding required disclosure and to enable the chief executive officer and chief financial officer of the Company to make the certifications required under the Exchange Act with respect to such reports.
(fg) Neither the Company nor any of the Company Subsidiaries is a party to, or has any commitment to become a party to, any joint venture, off-balance sheet partnership or any similar Contract (including any Contract or arrangement relating to any transaction or relationship between or among the Company and any of the Company Subsidiaries, on the one hand, and any unconsolidated Affiliate, including any structured finance, special purpose or limited purpose entity or Person, on the other hand, or any “off-balance sheet arrangements” (as defined in Item 303(a) of Regulation S-K under the Exchange Act)), where the result, purpose or intended effect of such Contract is to avoid disclosure of any material transaction involving, or material liabilities of, the Company or any of the Company Subsidiaries in the Company’s or such Company Subsidiary’s published financial statements or other Company SEC Documents.
(gh) Since January 1, 20192009, none of the Company, the Company’s independent accountants, the Company Board or the audit committee of the Company Board has received any oral or written notification of any (ix) “significant deficiency” in the internal controls over financial reporting of the Company, (iiy) “material weakness” in the internal controls over financial reporting of the Company or (iiiz) fraud, whether or not material, that involves management or other employees of the Company who have a significant role in the internal controls over financial reporting of the Company.
(hi) None of the Company Subsidiaries is, or has at any time since January 1, 2019 2009 been, subject to the reporting requirements of Section 13(a) or 15(d) of the Exchange Act.
Appears in 2 contracts
Sources: Merger Agreement (SAVVIS, Inc.), Merger Agreement (Centurylink, Inc)
SEC Documents; Undisclosed Liabilities. (a) The Company Marathon has furnished or filed all reports, schedules, forms, statements and other documents (including exhibits and other information incorporated thereinamendments thereto) required to be furnished or filed by the Company Marathon with the SEC since January 1, 2017 2004 pursuant to Sections 13(a), 14(a) and 15(d) of the Exchange Act (such documents, together with any documents filed with or furnished to the SEC during such period by the Company on a voluntary basis on a Current Report on Form 8-K, but excluding the Proxy Statement, being collectively referred to as the “Company "Marathon SEC Documents”").
(b) Each Company As of its respective date, each Marathon SEC Document (i) at the time filed, complied in all material respects with the requirements of requirements of the ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act of 2002 and the Exchange Act or the Securities Act, as the case may be, and the rules and regulations of the SEC promulgated thereunder applicable to such Company Marathon SEC Document Document, and (ii) did not at the time it was filed (or if amended or superseded by a filing or amendment prior to the date of this Agreement, then at the time of such filing or amendment) 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. Each Except to the extent that information contained in any Marathon SEC Document has been revised or superseded by a later filed Marathon SEC Document, none of the Marathon 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 the light of the circumstances under which they were made, not misleading. The consolidated financial statements of the Company Marathon included in the Company Marathon SEC Documents complied at the time it was filed comply as to form in all material respects with applicable accounting requirements requirements, and the published rules and regulations of the SEC SEC, with respect thereto, was have been prepared in accordance with United States generally accepted accounting principles (“GAAP”) GAAP (except, in the case of unaudited statements, as permitted by Form 10-Q of the SEC or other rules and regulations of the SEC) applied on a consistent basis during the periods involved (except as may be indicated in the notes thereto) and on that basis fairly presented present in all material respects the consolidated financial position of the Company Marathon and its consolidated Subsidiaries subsidiaries as of the dates thereof and the consolidated results of their operations and cash flows for the periods shown (subject, in the case of unaudited interim financial statements, to normal year-end audit adjustments).
(c) Neither Except as disclosed in the Company Marathon SEC Documents, as of the date of this Agreement neither Marathon nor any Company Marathon Subsidiary has any liabilities or obligations of any nature (whether accrued, absolute, contingent liquidated, unliquidated, fixed, contingent, disputed, undisputed, legal or otherwiseequitable) required by GAAP to be set forth on a consolidated balance sheet of Marathon and its consolidated subsidiaries or disclosed in the notes thereto and that, individually or in the aggregate, have had or would reasonably be expected to have a Company Marathon Material Adverse Effect.
(d) The Company maintains a system Notwithstanding anything to the contrary contained in this Section 7.06, the Marathon Parties do not make any representation or warranty as to the financial statements, financial position, results of “internal control over financial reporting” (operations or cash flows of MAP, as defined in Rules 13a-15(f) and 15d-15(f) of the Exchange Act) sufficient to provide reasonable assurance (i) that transactions are recorded as necessary any other statement, omission or information relating to permit preparation of financial statements in conformity with GAAP, consistently applied, (ii) that transactions are executed only in accordance with the authorization of management and (iii) regarding prevention MAP included or timely detection of the unauthorized acquisition, use or disposition of the Company’s properties or assets.
(e) The “disclosure controls and procedures” (as defined in Rules 13a-15(e) and 15d-15(e) of the Exchange Act) utilized incorporated by the Company are reasonably designed to ensure that all information (both financial and non-financial) required to be disclosed by the Company reference in the reports that it files Marathon SEC Documents, or submits under the Exchange Act is recorded, processed, summarized and reported within the time periods specified in the rules and forms of the SEC and that all such information required to be disclosed is accumulated and communicated as to the management of the Companybusiness, as appropriateassets, to allow timely decisions regarding required disclosure and to enable the chief executive officer and chief liabilities, condition (financial officer of the Company to make the certifications required under the Exchange Act with respect to such reports.
(f) Neither the Company nor any of the Company Subsidiaries is a party to, or has any commitment to become a party to, any joint venture, off-balance sheet partnership or any similar Contract (including any Contract or arrangement relating to any transaction or relationship between or among the Company and any of the Company Subsidiaries, on the one hand, and any unconsolidated Affiliate, including any structured finance, special purpose or limited purpose entity or Person, on the other hand, or any “off-balance sheet arrangements” (as defined in Item 303(a) of Regulation S-K under the Exchange Act)otherwise), where the result, purpose operations or intended effect prospects of such Contract is to avoid disclosure of any material transaction involving, or material liabilities of, the Company or any of the Company Subsidiaries in the Company’s or such Company Subsidiary’s published financial statements or other Company SEC DocumentsMAP.
(g) Since January 1, 2019, none of the Company, the Company’s independent accountants, the Company Board or the audit committee of the Company Board has received any oral or written notification of any (i) “significant deficiency” in the internal controls over financial reporting of the Company, (ii) “material weakness” in the internal controls over financial reporting of the Company or (iii) fraud, whether or not material, that involves management or other employees of the Company who have a significant role in the internal controls over financial reporting of the Company.
(h) None of the Company Subsidiaries is, or has at any time since January 1, 2019 been, subject to the reporting requirements of Section 13(a) or 15(d) of the Exchange Act.
Appears in 2 contracts
Sources: Master Agreement (Ashland Inc), Master Agreement (Ashland Inc)
SEC Documents; Undisclosed Liabilities. (a) The Company Since January 1, 1995, Parent has furnished or filed all required reports, schedules, forms, statements and other documents (including exhibits and all other information incorporated therein) required to be furnished or filed by the Company with the SEC since January 1, 2017 (such documents, together with any documents filed with or furnished to the SEC during such period by the Company on a voluntary basis on a Current Report on Form 8-K, but excluding the Proxy Statement, being collectively referred to as the “Company "Parent SEC Documents”").
(b) Each Company . As of their respective dates, the Parent SEC Document (i) at the time filed, Documents complied in all material respects with the requirements of requirements of the ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act of 2002 and the Exchange Securities Act or the Securities Exchange Act, as the case may be, and the rules and regulations of the SEC promulgated thereunder applicable to such Company Parent SEC Document Documents, and (ii) did not at none of the time it was Parent SEC Documents when filed (or if as amended or superseded and restated and as supplemented by a filing or amendment prior to the date of this Agreement, then at the time of such filing or amendmentsubsequently filed Parent SEC Documents) contain contained any untrue statement of a material fact or omit 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. Each of the consolidated The financial statements of the Company Parent included in the Company Parent SEC Documents complied at the time it was filed as to form form, as of their respective dates of filing with the SEC, in all material respects with applicable accounting requirements and the published rules and regulations of the SEC with respect thereto, was have been prepared in accordance with United States generally accepted accounting principles (“GAAP”) GAAP (except, in the case of unaudited statements, as permitted by Form 10-Q of the SEC or other rules and regulations of the SEC) applied on a consistent basis during the periods involved (except as may be indicated in the notes thereto) and fairly presented in all material respects present the consolidated financial position of the Company Parent and its consolidated Subsidiaries subsidiaries as of the dates thereof and the consolidated results of their operations and cash flows for the periods shown then ended (subject, in the case of unaudited statements, to normal year-end audit adjustments).
. Except (ci) Neither as reflected in such financial statements or in the Company notes thereto or (ii) for liabilities incurred in connection with this Agreement or the transactions contemplated hereby, neither Parent nor any Company Subsidiary of its subsidiaries has any liabilities or obligations of any nature (whether accrued, absolute, contingent or otherwise) thatwhich, individually or in the aggregate, have had or would reasonably be expected to have a Company Material Adverse Effectmaterial adverse effect on Parent.
(d) The Company maintains a system of “internal control over financial reporting” (as defined in Rules 13a-15(f) and 15d-15(f) of the Exchange Act) sufficient to provide reasonable assurance (i) that transactions are recorded as necessary to permit preparation of financial statements in conformity with GAAP, consistently applied, (ii) that transactions are executed only in accordance with the authorization of management and (iii) regarding prevention or timely detection of the unauthorized acquisition, use or disposition of the Company’s properties or assets.
(e) The “disclosure controls and procedures” (as defined in Rules 13a-15(e) and 15d-15(e) of the Exchange Act) utilized by the Company are reasonably designed to ensure that all information (both financial and non-financial) required to be disclosed by the Company in the reports that it files or submits under the Exchange Act is recorded, processed, summarized and reported within the time periods specified in the rules and forms of the SEC and that all such information required to be disclosed is accumulated and communicated to the management of the Company, as appropriate, to allow timely decisions regarding required disclosure and to enable the chief executive officer and chief financial officer of the Company to make the certifications required under the Exchange Act with respect to such reports.
(f) Neither the Company nor any of the Company Subsidiaries is a party to, or has any commitment to become a party to, any joint venture, off-balance sheet partnership or any similar Contract (including any Contract or arrangement relating to any transaction or relationship between or among the Company and any of the Company Subsidiaries, on the one hand, and any unconsolidated Affiliate, including any structured finance, special purpose or limited purpose entity or Person, on the other hand, or any “off-balance sheet arrangements” (as defined in Item 303(a) of Regulation S-K under the Exchange Act)), where the result, purpose or intended effect of such Contract is to avoid disclosure of any material transaction involving, or material liabilities of, the Company or any of the Company Subsidiaries in the Company’s or such Company Subsidiary’s published financial statements or other Company SEC Documents.
(g) Since January 1, 2019, none of the Company, the Company’s independent accountants, the Company Board or the audit committee of the Company Board has received any oral or written notification of any (i) “significant deficiency” in the internal controls over financial reporting of the Company, (ii) “material weakness” in the internal controls over financial reporting of the Company or (iii) fraud, whether or not material, that involves management or other employees of the Company who have a significant role in the internal controls over financial reporting of the Company.
(h) None of the Company Subsidiaries is, or has at any time since January 1, 2019 been, subject to the reporting requirements of Section 13(a) or 15(d) of the Exchange Act.
Appears in 2 contracts
Sources: Merger Agreement (Travelers Group Inc), Merger Agreement (Salomon Inc)
SEC Documents; Undisclosed Liabilities. (a) The Company has furnished or and the Company Subsidiaries have filed all reports, schedules, forms, statements and other documents (including exhibits and other information incorporated therein) required to be furnished or filed by the Company or any Company Subsidiary with the SEC since January 1, 2017 1998 (such documents, together with any documents filed with or furnished to the SEC during such period by the Company on a voluntary basis on a Current Report on Form 8-K, but excluding the Proxy Statement, being collectively referred to as the “"Company SEC Documents”").
(b) . Each Company SEC Document (i) at the time filed, complied in all material respects as of its respective date with the requirements of requirements of the ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act of 2002 and the Exchange Act or the Securities Act of 1933, as amended (the "Securities Act"), as the case may be, and the rules and regulations of the SEC promulgated thereunder applicable to such Company SEC Document, and except to the extent that information contained in any Company SEC Document and (ii) did not at the time it was filed (or if amended has been revised or superseded by a filing or amendment prior to the date of this Agreementlater filed Company SEC Document, then at the time of such filing or amendment) does 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. Each of the The consolidated financial statements of the Company included in the Company SEC Documents complied at the time it was filed comply as to form in all material respects with applicable accounting requirements and the published rules and regulations of the SEC with respect thereto, was have been prepared in accordance with United States generally accepted accounting principles (“"GAAP”") (except, in the case of unaudited statements, as permitted by Form 10-Q of the SEC or other rules and regulations of the SEC) applied on a consistent basis during the periods involved (except as may be indicated in the notes thereto) and fairly presented in all material respects present the consolidated financial position of the Company and its consolidated Subsidiaries subsidiaries as of the dates thereof and the consolidated results of their operations and cash flows for the periods shown then ended (subject, in the case of unaudited statements, to normal year-end audit adjustments).
. Except as set forth in the Filed Company SEC Documents (cas defined in Section 3.08) Neither or the Company Disclosure Letter or incurred after the date hereof in the usual, regular and ordinary course of business in substantially the same manner as previously conducted and not prohibited by this Agreement, neither the Company nor any Company Subsidiary has any liabilities or obligations of any nature (whether accrued, absolute, contingent or otherwise) required by GAAP to be set forth on a consolidated balance sheet of the Company and its consolidated subsidiaries or in the notes thereto and that, individually or in the aggregate, have had or would could reasonably be expected to have a Company Material Adverse Effect.
(d) The Company maintains a system of “internal control over financial reporting” (as defined in Rules 13a-15(f) and 15d-15(f) of the Exchange Act) sufficient to provide reasonable assurance (i) that transactions are recorded as necessary to permit preparation of financial statements in conformity with GAAP, consistently applied, (ii) that transactions are executed only in accordance with the authorization of management and (iii) regarding prevention or timely detection of the unauthorized acquisition, use or disposition of the Company’s properties or assets.
(e) The “disclosure controls and procedures” (as defined in Rules 13a-15(e) and 15d-15(e) of the Exchange Act) utilized by the Company are reasonably designed to ensure that all information (both financial and non-financial) required to be disclosed by the Company in the reports that it files or submits under the Exchange Act is recorded, processed, summarized and reported within the time periods specified in the rules and forms of the SEC and that all such information required to be disclosed is accumulated and communicated to the management of the Company, as appropriate, to allow timely decisions regarding required disclosure and to enable the chief executive officer and chief financial officer of the Company to make the certifications required under the Exchange Act with respect to such reports.
(f) Neither the Company nor any of the Company Subsidiaries is a party to, or has any commitment to become a party to, any joint venture, off-balance sheet partnership or any similar Contract (including any Contract or arrangement relating to any transaction or relationship between or among the Company and any of the Company Subsidiaries, on the one hand, and any unconsolidated Affiliate, including any structured finance, special purpose or limited purpose entity or Person, on the other hand, or any “off-balance sheet arrangements” (as defined in Item 303(a) of Regulation S-K under the Exchange Act)), where the result, purpose or intended effect of such Contract is to avoid disclosure of any material transaction involving, or material liabilities of, the Company or any of the Company Subsidiaries in the Company’s or such Company Subsidiary’s published financial statements or other Company SEC Documents.
(g) Since January 1, 2019, none of the Company, the Company’s independent accountants, the Company Board or the audit committee of the Company Board has received any oral or written notification of any (i) “significant deficiency” in the internal controls over financial reporting of the Company, (ii) “material weakness” in the internal controls over financial reporting of the Company or (iii) fraud, whether or not material, that involves management or other employees of the Company who have a significant role in the internal controls over financial reporting of the Company.
(h) None of the Company Subsidiaries is, or has at any time since January 1, 2019 been, subject to the reporting requirements of Section 13(a) or 15(d) of the Exchange Act.
Appears in 2 contracts
Sources: Agreement and Plan of Exchange and Merger (Peco Energy Co), Agreement and Plan of Exchange and Merger (Peco Energy Co)
SEC Documents; Undisclosed Liabilities. (a) The Since December 31, 2017, the Company has filed or furnished or filed with the SEC all forms, registration statements, reports, schedules, forms, schedules and statements and other documents (including exhibits and other information incorporated therein) required to be furnished or filed by the Company with the SEC since January 1, 2017 (such documents, together with any documents filed with or furnished under the Exchange Act and the Securities Act. At the time filed (or, in the case of registration statements, solely on the dates of effectiveness) (except to the SEC during such period extent amended by the Company on a voluntary basis on a Current Report on Form 8-K, but excluding the Proxy Statement, being collectively referred to as the “Company SEC Documents”).
(b) Each subsequently Filed Company SEC Document (i) at prior to the time fileddate of this Agreement, in which case as of the date of such amendment), each Filed Company SEC Document complied in all material respects with the requirements of applicable requirements of the ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act of 2002 and the Exchange Act or and the Securities Act, as the case may be, be and the rules and regulations of the SEC promulgated thereunder applicable to such Company SEC Document and (ii) did not at the time it was filed (or if amended or superseded by a filing or amendment prior to the date of this Agreement, then at the time of such filing or amendment) contain any untrue statement of a material fact fact, or omit to state a material fact required to be stated therein or necessary in order to make the statements thereinmade, in light of the circumstances under which they were made, not misleading. Each of the .
(b) The audited consolidated financial statements and the unaudited quarterly financial statements (including, in each case, the notes thereto) of the Company included in the Filed Company SEC Documents (i) complied at the time it was filed as to form in all material respects with applicable accounting requirements and the published rules and regulations of the SEC with respect thereto, was (ii) have been prepared in all material respects in accordance with United States generally accepted accounting principles in the United States (“GAAP”) (except, in the case of unaudited quarterly statements, as permitted by Form 10-Q of the SEC or other rules and regulations of the SEC) applied in all material respects on a consistent basis during the periods involved (except as may be indicated in the notes thereto) and (iii) fairly presented present in all material respects the consolidated financial position of the Company and its consolidated Subsidiaries as of the dates thereof and the consolidated results of their operations and cash flows for the periods shown covered thereby (subject, in the case of unaudited quarterly statements, to normal year-end audit adjustments).
(c) Neither Except as reflected or reserved against in the consolidated balance sheet of the Company, as of December 31, 2018, or the notes thereto, included in the Filed Company SEC Documents (such balance sheet and the notes thereto, the “Company Balance Sheet”), the Company nor and the Company Subsidiaries do not have any Company Subsidiary has any liabilities liability or obligations obligation of any nature (whether accrued, absolute, contingent or otherwise) thatother than (i) liabilities or obligations incurred in the ordinary course of business since the date of the Company Balance Sheet (other than any liability for breaches of Contract or relating to any Proceeding), (ii) liabilities or obligations not required to be disclosed in a consolidated balance sheet of the Company or in the notes thereto prepared in accordance with GAAP and the rules and regulations of the SEC applicable thereto, (iii) liabilities or obligations incurred in connection with the transactions contemplated hereby and (iv) liabilities or obligations that would not reasonably be expected, individually or in the aggregate, have had or would reasonably be expected to have a Company Material Adverse Effect.
(d) The Company has established and maintains disclosure controls and procedures and a system of “internal control over financial reporting” reporting (as such terms are defined in Rules 13a-15(f) Rule 13a-15 and 15d-15(f) of Rule 15d-15 under the Exchange Act) sufficient to provide reasonable assurance (i) that transactions are recorded as necessary to permit preparation of financial statements in conformity with GAAP, consistently applied, (ii) that transactions are executed only in accordance with required by the authorization of management and (iii) regarding prevention or timely detection Exchange Act. From the date of the unauthorized acquisition, use or disposition filing of the Company’s properties or assets.
(e) The “disclosure controls and procedures” (as defined in Rules 13a-15(e) and 15d-15(e) of Annual Report on Form 10-K for the Exchange Act) utilized by the Company are reasonably designed to ensure that all information (both financial and non-financial) required to be disclosed by the Company in the reports that it files or submits under the Exchange Act is recordedfiscal year ended December 31, processed, summarized and reported within the time periods specified in the rules and forms of the SEC and that all such information required to be disclosed is accumulated and communicated 2018 to the management date of the Company, as appropriate, to allow timely decisions regarding required disclosure and to enable the chief executive officer and chief financial officer of the Company to make the certifications required under the Exchange Act with respect to such reports.
(f) Neither the Company nor any of the Company Subsidiaries is a party to, or has any commitment to become a party to, any joint venture, off-balance sheet partnership or any similar Contract (including any Contract or arrangement relating to any transaction or relationship between or among the Company and any of the Company Subsidiaries, on the one hand, and any unconsolidated Affiliate, including any structured finance, special purpose or limited purpose entity or Person, on the other hand, or any “off-balance sheet arrangements” (as defined in Item 303(a) of Regulation S-K under the Exchange Act)), where the result, purpose or intended effect of such Contract is to avoid disclosure of any material transaction involving, or material liabilities of, the Company or any of the Company Subsidiaries in the Company’s or such Company Subsidiary’s published financial statements or other Company SEC Documents.
(g) Since January 1, 2019, none of the Companythis Agreement, the Company’s independent accountants, auditors and the Company Board or the audit committee have not been advised of the Company Board has received any oral or written notification of any (i) “any significant deficiency” deficiencies or material weaknesses in the design or operation of internal controls control over financial reporting of which are reasonably likely to adversely affect the Company’s ability to record, process, summarize and report financial information or (ii) “material weakness” in the internal controls over financial reporting of the Company or (iii) any fraud, whether or not material, that involves management or other employees of the Company who have a significant role in the Company’s internal controls control over financial reporting of the Companyreporting.
(he) None The Filed Company SEC Documents accurately summarize, in all material respects, the outstanding Derivative Transaction positions of the Company Subsidiaries isand the Company Subsidiaries, or has at any time since January 1, 2019 been, subject including Hydrocarbon and financial Derivative Transaction positions attributable to the reporting requirements of Section 13(a) or 15(d) production and marketing activities of the Exchange ActCompany and the Company Subsidiaries, as of the dates reflected therein.
Appears in 2 contracts
Sources: Merger Agreement (Midstates Petroleum Company, Inc.), Merger Agreement (Amplify Energy Corp)
SEC Documents; Undisclosed Liabilities. (a) The Since January 1, 1995, the Company has furnished or filed all required reports, schedules, forms, statements and other documents (including exhibits and all other information incorporated therein) required to be furnished or filed by the Company with the SEC since January 1, 2017 (such documents, together with any documents filed with or furnished to the SEC during such period by the Company on a voluntary basis on a Current Report on Form 8-K, but excluding the Proxy Statement, being collectively referred to as the “"Company SEC Documents”").
(b) Each . As of their respective dates, the Company SEC Document (i) at the time filed, Documents complied in all material respects with the requirements of requirements of the ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Securities Act of 2002 and 1933, as amended (the "Securities Act"), or the Exchange Act or the Securities Act, as the case may be, and the rules and regulations of the SEC promulgated thereunder applicable to such Company SEC Documents, and no Company SEC Document and (ii) did not at the time it was when filed (or if as amended or superseded and restated and as supplemented by a filing or amendment prior to the date of this Agreement, then at the time of such filing or amendmentsubsequently filed Company SEC Documents) contain contained any untrue statement of a material fact or omit 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. Each of the consolidated The financial statements of the Company included in the Company SEC Documents complied at the time it was filed as to form form, as of their respective dates of filing with the SEC, in all material respects with applicable accounting requirements and the published rules and regulations of the SEC with respect thereto, was have been prepared in accordance with United States generally accepted accounting principles (“GAAP”) GAAP (except, in the case of unaudited statements, as permitted by Form 10-Q of the SEC or other rules and regulations of the SEC) applied on a consistent basis during the periods involved (except as may be indicated in the notes thereto) and fairly presented in all material respects present the consolidated financial position of the Company and its consolidated Subsidiaries subsidiaries as of the dates thereof and the consolidated results of their operations and cash flows for the periods shown then ended (subject, in the case of unaudited statements, to normal year-end audit adjustments).
. Except (ci) Neither as reflected in such financial statements or in the notes thereto or (ii) for liabilities incurred in connection with this Agreement or the transactions contemplated hereby, neither the Company nor any Company Subsidiary of its subsidiaries has any liabilities or obligations of any nature (whether accrued, absolute, contingent or otherwise) thatwhich, individually or in the aggregate, have had or would reasonably be expected to have a Company Material Adverse Effect.
(d) The Company maintains a system of “internal control over financial reporting” (as defined in Rules 13a-15(f) and 15d-15(f) of the Exchange Act) sufficient to provide reasonable assurance (i) that transactions are recorded as necessary to permit preparation of financial statements in conformity with GAAP, consistently applied, (ii) that transactions are executed only in accordance with the authorization of management and (iii) regarding prevention or timely detection of the unauthorized acquisition, use or disposition of the Company’s properties or assets.
(e) The “disclosure controls and procedures” (as defined in Rules 13a-15(e) and 15d-15(e) of the Exchange Act) utilized by the Company are reasonably designed to ensure that all information (both financial and non-financial) required to be disclosed by the Company in the reports that it files or submits under the Exchange Act is recorded, processed, summarized and reported within the time periods specified in the rules and forms of the SEC and that all such information required to be disclosed is accumulated and communicated to the management of the Company, as appropriate, to allow timely decisions regarding required disclosure and to enable the chief executive officer and chief financial officer of the Company to make the certifications required under the Exchange Act with respect to such reports.
(f) Neither the Company nor any of the Company Subsidiaries is a party to, or has any commitment to become a party to, any joint venture, off-balance sheet partnership or any similar Contract (including any Contract or arrangement relating to any transaction or relationship between or among the Company and any of the Company Subsidiaries, material adverse effect on the one hand, and any unconsolidated Affiliate, including any structured finance, special purpose or limited purpose entity or Person, on the other hand, or any “off-balance sheet arrangements” (as defined in Item 303(a) of Regulation S-K under the Exchange Act)), where the result, purpose or intended effect of such Contract is to avoid disclosure of any material transaction involving, or material liabilities of, the Company or any of the Company Subsidiaries in the Company’s or such Company Subsidiary’s published financial statements or other Company SEC Documents.
(g) Since January 1, 2019, none of the Company, the Company’s independent accountants, the Company Board or the audit committee of the Company Board has received any oral or written notification of any (i) “significant deficiency” in the internal controls over financial reporting of the Company, (ii) “material weakness” in the internal controls over financial reporting of the Company or (iii) fraud, whether or not material, that involves management or other employees of the Company who have a significant role in the internal controls over financial reporting of the Company.
(h) None of the Company Subsidiaries is, or has at any time since January 1, 2019 been, subject to the reporting requirements of Section 13(a) or 15(d) of the Exchange Act.
Appears in 2 contracts
Sources: Merger Agreement (Travelers Group Inc), Merger Agreement (Salomon Inc)
SEC Documents; Undisclosed Liabilities. (a) The Company Marathon has furnished or filed all reports, schedules, forms, statements and other documents (including exhibits and other information incorporated thereinamendments thereto) required to be furnished or filed by the Company Marathon with the SEC since January 1, 2017 2004 pursuant to Sections 13(a), 14(a) and 15(d) of the Exchange Act (such documents, together with any documents filed with or furnished to the SEC during such period by the Company on a voluntary basis on a Current Report on Form 8-K, but excluding the Proxy Statement, being collectively referred to as the “Company Marathon SEC Documents”).
(b) Each Company As of its respective date, each Marathon SEC Document (i) at the time filed, complied in all material respects with the requirements of requirements of the ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act of 2002 and the Exchange Act or the Securities Act, as the case may be, and the rules and regulations of the SEC promulgated thereunder applicable to such Company Marathon SEC Document Document, and (ii) did not at the time it was filed (or if amended or superseded by a filing or amendment prior to the date of this Agreement, then at the time of such filing or amendment) 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. Each Except to the extent that information contained in any Marathon SEC Document has been revised or superseded by a later filed Marathon SEC Document, none of the Marathon 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 the light of the circumstances under which they were made, not misleading. The consolidated financial statements of the Company Marathon included in the Company Marathon SEC Documents complied at the time it was filed comply as to form in all material respects with applicable accounting requirements requirements, and the published rules and regulations of the SEC SEC, with respect thereto, was have been prepared in accordance with United States generally accepted accounting principles (“GAAP”) GAAP (except, in the case of unaudited statements, as permitted by Form 10-Q of the SEC or other rules and regulations of the SEC) applied on a consistent basis during the periods involved (except as may be indicated in the notes thereto) and on that basis fairly presented present in all material respects the consolidated financial position of the Company Marathon and its consolidated Subsidiaries subsidiaries as of the dates thereof and the consolidated results of their operations and cash flows for the periods shown (subject, in the case of unaudited interim financial statements, to normal year-end audit adjustments).
(c) Neither Except as disclosed in the Company Marathon SEC Documents, as of the date of this Agreement neither Marathon nor any Company Marathon Subsidiary has any liabilities or obligations of any nature (whether accrued, absolute, contingent liquidated, unliquidated, fixed, contingent, disputed, undisputed, legal or otherwiseequitable) required by GAAP to be set forth on a consolidated balance sheet of Marathon and its consolidated subsidiaries or disclosed in the notes thereto and that, individually or in the aggregate, have had or would reasonably be expected to have a Company Marathon Material Adverse Effect.
(d) The Company maintains a system Notwithstanding anything to the contrary contained in this Section 7.06, the Marathon Parties do not make any representation or warranty as to the financial statements, financial position, results of “internal control over financial reporting” (operations or cash flows of MAP, as defined in Rules 13a-15(f) and 15d-15(f) of the Exchange Act) sufficient to provide reasonable assurance (i) that transactions are recorded as necessary any other statement, omission or information relating to permit preparation of financial statements in conformity with GAAP, consistently applied, (ii) that transactions are executed only in accordance with the authorization of management and (iii) regarding prevention MAP included or timely detection of the unauthorized acquisition, use or disposition of the Company’s properties or assets.
(e) The “disclosure controls and procedures” (as defined in Rules 13a-15(e) and 15d-15(e) of the Exchange Act) utilized incorporated by the Company are reasonably designed to ensure that all information (both financial and non-financial) required to be disclosed by the Company reference in the reports that it files Marathon SEC Documents, or submits under the Exchange Act is recorded, processed, summarized and reported within the time periods specified in the rules and forms of the SEC and that all such information required to be disclosed is accumulated and communicated as to the management of the Companybusiness, as appropriateassets, to allow timely decisions regarding required disclosure and to enable the chief executive officer and chief liabilities, condition (financial officer of the Company to make the certifications required under the Exchange Act with respect to such reports.
(f) Neither the Company nor any of the Company Subsidiaries is a party to, or has any commitment to become a party to, any joint venture, off-balance sheet partnership or any similar Contract (including any Contract or arrangement relating to any transaction or relationship between or among the Company and any of the Company Subsidiaries, on the one hand, and any unconsolidated Affiliate, including any structured finance, special purpose or limited purpose entity or Person, on the other hand, or any “off-balance sheet arrangements” (as defined in Item 303(a) of Regulation S-K under the Exchange Act)otherwise), where the result, purpose operations or intended effect prospects of such Contract is to avoid disclosure of any material transaction involving, or material liabilities of, the Company or any of the Company Subsidiaries in the Company’s or such Company Subsidiary’s published financial statements or other Company SEC DocumentsMAP.
(g) Since January 1, 2019, none of the Company, the Company’s independent accountants, the Company Board or the audit committee of the Company Board has received any oral or written notification of any (i) “significant deficiency” in the internal controls over financial reporting of the Company, (ii) “material weakness” in the internal controls over financial reporting of the Company or (iii) fraud, whether or not material, that involves management or other employees of the Company who have a significant role in the internal controls over financial reporting of the Company.
(h) None of the Company Subsidiaries is, or has at any time since January 1, 2019 been, subject to the reporting requirements of Section 13(a) or 15(d) of the Exchange Act.
Appears in 2 contracts
Sources: Master Agreement (Marathon Oil Corp), Master Agreement (Marathon Oil Corp)
SEC Documents; Undisclosed Liabilities. (a) The Company Opco has furnished or filed all reports, schedules, forms, statements and other documents (including exhibits and other information incorporated therein) required to be furnished or filed by the Company Opco with the SEC since January 1December 31, 2017 2002 pursuant to Sections 13(a) and 15(d) of the Securities Exchange Act of 1934, as amended (such documents, together with any documents filed with or furnished to the SEC during such period by the Company on a voluntary basis on a Current Report on Form 8-K, but excluding the Proxy Statement, being collectively referred to as the “Company Exchange Act”) (the “Aqua SEC Documents”).
(b) Each Company As of its respective date, each Aqua SEC Document (i) at the time filed, complied in all material respects with the requirements of requirements of the ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act of 2002 and the Exchange Act or the Securities Act, as the case may be, and the rules and regulations of the SEC promulgated thereunder applicable to such Company Aqua SEC Document Document, and (ii) did not at the time it was filed (or if amended or superseded by a filing or amendment prior to the date of this Agreement, then at the time of such filing or amendment) 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. Each Except to the extent that information contained in any Aqua SEC Document has been revised or superseded by a later filed Aqua SEC Document, none of the Aqua 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 consolidated financial statements of the Company Aqua included in the Company Aqua SEC Documents complied at the time it was filed comply as to form in all material respects with applicable accounting requirements and the published rules and regulations of the SEC with respect thereto, was have been prepared in accordance with United States generally accepted accounting principles (“GAAP”) (except, in the case of unaudited statements, as permitted by Form 10-Q of the SEC or other rules and regulations of the SEC) applied on a consistent basis during the periods involved (except as may be indicated in the notes thereto) and fairly presented in all material respects present the consolidated financial position of the Company Opco and its consolidated Subsidiaries subsidiaries as of the dates thereof and the consolidated results of their operations and cash flows for the periods shown (subject, in the case of unaudited statements, to normal year-end audit adjustments).
(c) Neither Except as set forth in the Company financial statements filed with the 2004 10-K or incurred in the ordinary course since December 31, 2004, as of the date of this Agreement neither Aqua nor any Company Aqua Subsidiary has any liabilities or obligations of any nature (whether accrued, absolute, contingent or otherwise) that, individually or in the aggregate, have had or would could reasonably be expected to have a Company an Aqua Material Adverse Effect.
(d) The Company maintains a system of “internal control over financial reporting” (as defined in Rules 13a-15(f) and 15d-15(f) of the Exchange Act) sufficient to provide reasonable assurance (i) that transactions are recorded as necessary to permit preparation of financial statements in conformity with GAAP, consistently applied, (ii) that transactions are executed only in accordance with the authorization of management and (iii) regarding prevention or timely detection of the unauthorized acquisition, use or disposition of the Company’s properties or assets.
(e) The “disclosure controls and procedures” (as defined in Rules 13a-15(e) and 15d-15(e) of the Exchange Act) utilized by the Company are reasonably designed to ensure that all information (both financial and non-financial) required to be disclosed by the Company in the reports that it files or submits under the Exchange Act is recorded, processed, summarized and reported within the time periods specified in the rules and forms of the SEC and that all such information required to be disclosed is accumulated and communicated to the management of the Company, as appropriate, to allow timely decisions regarding required disclosure and to enable the chief executive officer and chief financial officer of the Company to make the certifications required under the Exchange Act with respect to such reports.
(f) Neither the Company nor any of the Company Subsidiaries is a party to, or has any commitment to become a party to, any joint venture, off-balance sheet partnership or any similar Contract (including any Contract or arrangement relating to any transaction or relationship between or among the Company and any of the Company Subsidiaries, on the one hand, and any unconsolidated Affiliate, including any structured finance, special purpose or limited purpose entity or Person, on the other hand, or any “off-balance sheet arrangements” (as defined in Item 303(a) of Regulation S-K under the Exchange Act)), where the result, purpose or intended effect of such Contract is to avoid disclosure of any material transaction involving, or material liabilities of, the Company or any of the Company Subsidiaries in the Company’s or such Company Subsidiary’s published financial statements or other Company SEC Documents.
(g) Since January 1, 2019, none of the Company, the Company’s independent accountants, the Company Board or the audit committee of the Company Board has received any oral or written notification of any (i) “significant deficiency” in the internal controls over financial reporting of the Company, (ii) “material weakness” in the internal controls over financial reporting of the Company or (iii) fraud, whether or not material, that involves management or other employees of the Company who have a significant role in the internal controls over financial reporting of the Company.
(h) None of the Company Aqua Subsidiaries (other than Opco) is, or has at any time since January 1, 2019 been, subject to the reporting requirements of Section Sections 13(a) or and 15(d) of the Exchange Act.
Appears in 2 contracts
Sources: Subscription, Merger and Exchange Agreement (Specialty Laboratories Inc), Subscription, Merger and Exchange Agreement (Ameripath Inc)
SEC Documents; Undisclosed Liabilities. (a) The Company has furnished or filed all reports, schedules, forms, statements and other documents (including exhibits and other information incorporated therein) required to be furnished or filed by the Company with the SEC since January 1, 2017 2003 (such documents, together with any documents filed with or furnished to the SEC during such period by the Company on a voluntary basis on a Current Report on Form 8-K, but excluding the Proxy Statement, being collectively referred to as the “Company SEC Documents”).
(b) Each As of its respective date, each Company SEC Document (i) at the time filed, complied as to form in all material respects with the requirements of requirements of the ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act of 2002 and the Exchange Act or the Securities Act of 1933, as amended (the “Securities Act”), as the case may be, and the rules and regulations of the SEC promulgated thereunder applicable to such Company SEC Document Document, and (ii) did not at the time it was filed (or if amended or superseded by a filing or amendment prior to the date of this Agreement, then at the time of such filing or amendment) 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 modified or corrected prior to the date hereof by a subsequently filed Company SEC Document. Each of the The consolidated financial statements (the “Company Financial Statements”) of the Company included in the Company SEC Documents complied at the time it was filed as to form comply in all material respects with applicable accounting requirements and the published rules and regulations of the SEC with respect thereto, was were prepared in accordance with United States generally accepted accounting principles (“GAAP”) (except, in the case of unaudited statements, as permitted by Form 10-Q of the SEC or other rules and regulations of the SEC) applied on a consistent basis during the periods involved (except as may be indicated in the notes thereto) and fairly presented in all material respects the consolidated financial position of the Company and its consolidated Subsidiaries subsidiaries as of the dates thereof and the consolidated results of their operations and cash flows for the periods shown then ended (subject, in the case of unaudited statements, to normal year-end audit adjustments).
(c) Neither Other than as disclosed in the Company Financial Statements (including the notes thereto), as of the date of this Agreement, neither the Company nor any Company Subsidiary has any liabilities or obligations of any nature (whether accrued, absolute, contingent or otherwise), other than (i) thatliabilities or obligations incurred since March 27, 2004 in the ordinary course of business, (ii) liabilities and obligations relating to, or incurred in connection with, the Transactions, and (iii) liabilities and obligations which, individually or in the aggregate, would not have had or would reasonably be expected to have result in a Company Material Adverse Effect.
(d) The Company maintains a system of “internal control over financial reporting” (as defined in Rules 13a-15(f) and 15d-15(f) of the Exchange Act) sufficient to provide reasonable assurance (i) that transactions are recorded as necessary to permit preparation of financial statements in conformity with GAAP, consistently applied, (ii) that transactions are executed only in accordance with the authorization of management and (iii) regarding prevention or timely detection of the unauthorized acquisition, use or disposition of the Company’s properties or assets.
(e) The “disclosure controls and procedures” (as defined in Rules 13a-15(e) and 15d-15(e) of the Exchange Act) utilized by the Company are reasonably designed to ensure that all information (both financial and non-financial) required to be disclosed by the Company in the reports that it files or submits under the Exchange Act is recorded, processed, summarized and reported within the time periods specified in the rules and forms of the SEC and that all such information required to be disclosed is accumulated and communicated to the management of the Company, as appropriate, to allow timely decisions regarding required disclosure and to enable the chief executive officer and chief financial officer of the Company to make the certifications required under the Exchange Act with respect to such reports.
(f) Neither the Company nor any of the Company Subsidiaries is a party to, or has any commitment to become a party to, any joint venture, off-balance sheet partnership or any similar Contract (including any Contract or arrangement relating to any transaction or relationship between or among the Company and any of the Company Subsidiaries, on the one hand, and any unconsolidated Affiliate, including any structured finance, special purpose or limited purpose entity or Person, on the other hand, or any “off-balance sheet arrangements” (as defined in Item 303(a) of Regulation S-K under the Exchange Act)), where the result, purpose or intended effect of such Contract is to avoid disclosure of any material transaction involving, or material liabilities of, the Company or any of the Company Subsidiaries in the Company’s or such Company Subsidiary’s published financial statements or other Company SEC Documents.
(g) Since January 1, 2019, none of the Company, the Company’s independent accountants, the Company Board or the audit committee of the Company Board has received any oral or written notification of any (i) “significant deficiency” in the internal controls over financial reporting of the Company, (ii) “material weakness” in the internal controls over financial reporting of the Company or (iii) fraud, whether or not material, that involves management or other employees of the Company who have a significant role in the internal controls over financial reporting of the Company.
(h) None of the Company Subsidiaries is, or has at any time since January 1, 2019 been, subject to the reporting requirements of Section 13(a) or 15(d) of the Exchange Act.
Appears in 2 contracts
Sources: Merger Agreement (Tennant James R), Merger Agreement (Home Products International Inc)
SEC Documents; Undisclosed Liabilities. (a) The Company Cedar has furnished or filed all reports, schedules, forms, statements and other documents (including exhibits and other information incorporated therein) required to be furnished or filed by the Company Cedar with the SEC since January 1, 2017 2007 (such documents, together with any documents filed with or furnished to the SEC during such period by the Company Cedar on a voluntary basis on a Current Report on Form 8-K, but excluding the Joint Proxy StatementStatement and the Form S-4, being collectively referred to as the “Company Cedar SEC Documents”).
(b) Each Company Cedar SEC Document (i) at the time filed, complied in all material respects with the requirements of requirements of the ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act of 2002 (“SOX”) and the Exchange Act or the Securities Act, as the case may be, and the rules and regulations of the SEC promulgated thereunder applicable to such Company Cedar SEC Document and (ii) did not at the time it was filed (or if amended or superseded by a filing or amendment prior to the date of this Agreement, then at the time of such filing or amendment) 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. Each of the consolidated financial statements of the Company Cedar included in the Company Cedar SEC Documents complied at the time it was filed as to form in all material respects with applicable accounting requirements and the published rules and regulations of the SEC with respect thereto, was prepared in accordance with United States generally accepted accounting principles (“GAAP”) (except, in the case of unaudited statements, as permitted by Form 10-Q of the SEC or other rules and regulations of the SEC) applied on a consistent basis during the periods involved (except as may be indicated in the notes thereto) and fairly presented in all material respects the consolidated financial position of the Company Cedar and its consolidated Subsidiaries as of the dates thereof and the consolidated results of their operations and cash flows for the periods shown (subject, in the case of unaudited statements, to normal year-end audit adjustments).
(c) Neither Except (i) as reflected or reserved against in Cedar’s consolidated audited balance sheet as of December 31, 2007 (or the Company notes thereto) as included in the Filed Cedar SEC Documents and (ii) for liabilities and obligations incurred in connection with or contemplated by this Agreement, neither Cedar nor any Company Cedar Subsidiary has any liabilities or obligations of any nature (whether accrued, absolute, contingent or otherwise) that, individually or in the aggregate, have had or would reasonably be expected to have a Company Cedar Material Adverse Effect.
(d) The Company Each of the chief executive officer of Cedar and the chief financial officer of Cedar (or each former chief executive officer of Cedar and each former chief financial officer of Cedar, as applicable) has made all applicable certifications required by Rule 13a-14 or 15d-14 under the Exchange Act and Sections 302 and 906 of SOX with respect to the Cedar SEC Documents, and the statements contained in such certifications are true and accurate. For purposes of this Agreement, “chief executive officer” and “chief financial officer” shall have the meanings given to such terms in SOX. None of Cedar or any of the Cedar Subsidiaries has outstanding, or has arranged any outstanding, “extensions of credit” to directors or executive officers within the meaning of Section 402 of SOX.
(e) Cedar maintains a system of “internal control over financial reporting” (as defined in Rules 13a-15(f) and 15d-15(f) of the Exchange Act) sufficient to provide reasonable assurance (iA) that transactions are recorded as necessary to permit preparation of financial statements in conformity with GAAP, consistently applied, (iiB) that transactions are executed only in accordance with the authorization of management and (iiiC) regarding prevention or timely detection of the unauthorized acquisition, use or disposition of the CompanyCedar’s properties or assets.
(ef) The “disclosure controls and procedures” (as defined in Rules 13a-15(e) and 15d-15(e) of the Exchange Act) utilized by the Company Cedar are reasonably designed to ensure that all information (both financial and non-financial) required to be disclosed by the Company Cedar in the reports that it files or submits under the Exchange Act is recorded, processed, summarized and reported within the time periods specified in the rules and forms of the SEC and that all such information required to be disclosed is accumulated and communicated to the management of the CompanyCedar, as appropriate, to allow timely decisions regarding required disclosure and to enable the chief executive officer and chief financial officer of the Company Cedar to make the certifications required under the Exchange Act with respect to such reports.
(fg) Neither the Company Cedar nor any of the Company Cedar Subsidiaries is a party to, or has any commitment to become a party to, any joint venture, off-balance sheet partnership or any similar Contract (including any Contract or arrangement relating to any transaction or relationship between or among the Company Cedar and any of the Company Cedar Subsidiaries, on the one hand, and any unconsolidated Affiliate, including any structured finance, special purpose or limited purpose entity or Person, on the other hand, or any “off-balance balance-sheet arrangements” (as defined in Item 303(a) of Regulation S-K under the Exchange Act)), where the result, purpose or intended effect of such Contract is to avoid disclosure of any material transaction involving, or material liabilities of, the Company Cedar or any of the Company Cedar Subsidiaries in the CompanyCedar’s or such Company Cedar Subsidiary’s published financial statements or other Company Cedar SEC Documents.
(gh) Since January 1, 20192008, none of the CompanyCedar, the CompanyCedar’s independent accountants, the Company Cedar Board or the audit committee of the Company Cedar Board has received any oral or written notification of any (ix) “significant deficiency” in the internal controls over financial reporting of the CompanyCedar, (iiy) “material weakness” in the internal controls over financial reporting of the Company Cedar or (iiiz) fraud, whether or not material, that involves management or other employees of the Company Cedar who have a significant role in the internal controls over financial reporting of Cedar. For purposes of this Agreement, the Companyterms “significant deficiency” and “material weakness” shall have the meanings assigned to them in Auditing Standard No. 5 of the Public Company Accounting Oversight Board, as in effect on the date of this Agreement.
(hi) None of the Company Cedar Subsidiaries is, or has at any time since January 1, 2019 2007 been, subject to the reporting requirements of Section 13(a) or 15(d) of the Exchange Act.
Appears in 2 contracts
Sources: Merger Agreement (Embarq CORP), Merger Agreement (Centurytel Inc)
SEC Documents; Undisclosed Liabilities. (a) The Since September 30, 1998, the Company has furnished or filed all required reports, schedules, forms, proxy, registration and other statements and other documents with the SEC (including exhibits and other information incorporated therein) required to be furnished or collectively, the "SEC Documents"). As of the date of this Agreement, the last SEC Document filed by the Company with the SEC since January 1, 2017 (such documents, together with any documents filed with or furnished to the SEC during such period by the Company on a voluntary basis on a Current was its Quarterly Report on Form 810-KQ for the quarter ended December 31, but excluding 1999. As of their respective filing dates, the Proxy Statement, being collectively referred to as the “Company SEC Documents”).
(b) Each Company SEC Document (i) at the time filed, Documents complied in all material respects with the requirements of requirements of the ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act of 2002 and the Exchange Securities Act or the Securities Exchange Act, as the case may be, and the rules and regulations of the SEC promulgated thereunder applicable to such Company the SEC Document and (ii) did not at Documents. As of their respective filing dates, none of the time it was filed (or if amended or superseded by a filing or amendment prior to the date of this Agreement, then at the time of such filing or amendment) contain SEC Documents contained any untrue statement of a material fact or omit 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. Each , except to the extent such statements have been modified or superseded by a later SEC Document filed and publicly available prior to the Closing Date, the circumstances or bases for which modifications or supersessions have not and will not individually or in the aggregate result in any material liability or obligation on behalf of the Company under the Securities Act, the Exchange Act, the rules promulgated under the Securities Act or the Exchange Act, or any federal, state or local anti-fraud, blue-sky, securities or similar laws. The consolidated financial statements of the Company included in the Company SEC Documents complied at the time it was (as amended or supplemented by any later filed SEC Document filed and publicly available prior to January 1, 2000), comply as to form in all material respects with applicable accounting requirements and the published rules and regulations of the SEC with respect thereto, was have been prepared in accordance with United States generally accepted accounting principles (“GAAP”) (except, in the case of unaudited statements, as permitted by Form 10-Q of the SEC or other rules and regulations of the SEC) applied on a consistent basis during the periods involved (except as may be indicated in the notes thereto) and fairly presented in all material respects present the consolidated financial position of the Company and its consolidated the Subsidiaries as of the dates thereof and the consolidated results of their operations and cash flows for the periods shown then ended (subject, in the case of unaudited statements, to normal year-end audit adjustments).
(c) Neither . Except as set forth in the SEC Documents, neither the Company nor any Company Subsidiary has any liabilities obligation or obligations liability of any nature whatsoever (whether accrueddirect or indirect, matured or unmatured, absolute, accrued, contingent or otherwise) thateither (i) required by generally accepted accounting principles to be set forth on a consolidated balance sheet of the Company and the Subsidiaries or in the notes thereto or (ii) which, individually or in the aggregate, have had or would could reasonably be expected to have a Company Material Adverse EffectEffect whether or not required by generally accepted accounting principles to be provided or reserved against on a balance sheet prepared in accordance with generally accepted accounting principles; other than liabilities and obligations reflected or reserved against in the consolidated financial statements of the Company and its consolidated subsidiaries included in the Company's quarterly report on Form 10-Q for the quarter ended December 31, 1999, or incurred since the date of the balance sheet included in such financial statements in the ordinary course of business which are not individually or collectively material to the Company and the Subsidiaries taken as a whole.
(db) At the date the Proxy Statement is first mailed to the Company's stockholders or at the time of the Stockholders' Meeting, the Proxy Statement will not contain any untrue statement of a material fact or 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 are made, not misleading. The Company maintains a system of “internal control over financial reporting” (as defined Proxy Statement shall comply in Rules 13a-15(f) and 15d-15(f) all material respects with the requirements of the Exchange Act) sufficient to provide reasonable assurance (i) that transactions are recorded as necessary to permit preparation of financial statements in conformity with GAAP, consistently applied, (ii) that transactions are executed only in accordance with the authorization of management Act and (iii) regarding prevention or timely detection of the unauthorized acquisition, use or disposition of the Company’s properties or assets.
(e) The “disclosure controls and procedures” (as defined in Rules 13a-15(e) and 15d-15(e) of the Exchange Act) utilized by the Company are reasonably designed to ensure that all information (both financial and non-financial) required to be disclosed by the Company in the reports that it files or submits under the Exchange Act is recorded, processed, summarized and reported within the time periods specified in the rules and forms of the SEC and regulations promulgated thereunder except that all such information required to be disclosed is accumulated and communicated to the management of the Company, as appropriate, to allow timely decisions regarding required disclosure and to enable the chief executive officer and chief financial officer of the Company to make the certifications required under the Exchange Act makes no representation, warranty or covenant with respect to such reports.
(f) Neither any written information supplied by the Company nor any of the Company Subsidiaries is a party to, or has any commitment to become a party to, any joint venture, off-balance sheet partnership or any similar Contract (including any Contract or arrangement relating to any transaction or relationship between or among the Company and any of the Company Subsidiaries, on the one hand, and any unconsolidated Affiliate, including any structured finance, special purpose or limited purpose entity or Person, on the other hand, or any “off-balance sheet arrangements” (as defined in Item 303(a) of Regulation S-K under the Exchange Act)), where the result, purpose or intended effect of such Contract is to avoid disclosure of any material transaction involving, or material liabilities of, the Company or any of the Company Subsidiaries Purchasers specifically for inclusion in the Company’s or such Company Subsidiary’s published financial statements or other Company SEC DocumentsProxy Statement.
(g) Since January 1, 2019, none of the Company, the Company’s independent accountants, the Company Board or the audit committee of the Company Board has received any oral or written notification of any (i) “significant deficiency” in the internal controls over financial reporting of the Company, (ii) “material weakness” in the internal controls over financial reporting of the Company or (iii) fraud, whether or not material, that involves management or other employees of the Company who have a significant role in the internal controls over financial reporting of the Company.
(h) None of the Company Subsidiaries is, or has at any time since January 1, 2019 been, subject to the reporting requirements of Section 13(a) or 15(d) of the Exchange Act.
Appears in 2 contracts
Sources: Stock Purchase and Sale Agreement (Samstock LLC), Stock Purchase and Sale Agreement (Transmedia Network Inc /De/)
SEC Documents; Undisclosed Liabilities. (a) The Company has furnished or filed all reports, schedules, forms, statements and other documents (including exhibits and other information incorporated therein) required to be furnished or filed by the Company with the SEC since January 1, 2017 2018 (such documents, together with any documents filed with or furnished to the SEC during such period by the Company on a voluntary basis on a Current Report on Form 8-K, but excluding the Proxy StatementStatement and the Schedule 13E-3, being collectively referred to as the “Company SEC Documents”). True, correct, and complete copies of all Company SEC Documents are publicly available in the Electronic Data Gathering, Analysis, and Retrieval database of the SEC (“▇▇▇▇▇”).
(b) Each Company SEC Document (i) at the time filedfiled or, if amended or supplemented, as of the date of the most recent amendment or supplement thereto (or in the case of Company SEC Documents that are registration statements filed pursuant to the requirements of the Securities Act, as of their respective effective dates), complied in all material respects with the any applicable requirements of requirements of the ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act of 2002 SOX and the Exchange Act or the Securities Act, as the case may be, and the rules and regulations of the SEC promulgated thereunder applicable to such Company SEC Document and (ii) did not at the time it was filed (or became effective in the case of registration statements or if amended or superseded by a filing or amendment prior to the date of this Agreement, then at the time of such filing or amendment) 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. Each of the consolidated financial statements of the Company included in the Company SEC Documents complied at the time it was filed as to form in all material respects with applicable accounting requirements and the published rules and regulations of the SEC with respect thereto, was prepared in accordance with United States generally accepted accounting principles (“GAAP”) (except, in the case of unaudited statements, as permitted by Form 10-Q of the SEC or other rules and regulations of the SEC) applied on a consistent basis during the periods involved (except as may be indicated in the notes thereto) and fairly presented in all material respects the consolidated financial position of the Company and its consolidated Subsidiaries as of the dates thereof and the consolidated results of their operations and cash flows for the periods shown (subject, in the case of unaudited statements, to the absence of footnote disclosure and to normal year-end audit adjustments).
(c) Neither adjustments solely to the Company nor any Company Subsidiary has any liabilities or obligations extent the effect of any nature (whether accrued, absolute, contingent or otherwise) thatsuch adjustments could not, individually or in the aggregate, be material). To the Knowledge of the Company, as of the date of this Agreement, none of the Company SEC Documents is the subject of ongoing SEC review or outstanding SEC investigation and there are no outstanding or unresolved comments received from the SEC with respect to any of the Company SEC Documents.
(c) Except (i) as reflected or reserved against in the Company’s consolidated balance sheet as of June 30, 2020 (or the notes thereto) included in the Company SEC Documents, (ii) for Liabilities and obligations incurred in connection with the transactions contemplated by this Agreement, (iii) for Liabilities and obligations that have been incurred in the ordinary course of business since June 30, 2020, and (iv) for other Liabilities and obligations that individually or in the aggregate have not had or and would not reasonably be expected to have a Company Material Adverse Effect, none of the Company or any Company Subsidiary has any Liabilities which would be required to be recorded or reflected on a balance sheet, or in the footnotes thereto, under GAAP.
(d) The Company maintains a system of “internal control over financial reporting” (as defined in Rules 13a-15(f) and 15d-15(f) of under the Exchange Act) sufficient designed to provide reasonable assurance (i) that transactions are recorded as necessary to permit preparation of financial statements in conformity accordance with GAAP, consistently applied, (ii) GAAP and that transactions receipts and expenditures of the Company and Company Subsidiaries are executed being made only in accordance with appropriate authorizations of the authorization of Company’s management and the Company Board; and (iii) provide assurance regarding prevention or timely detection of the unauthorized acquisition, use use, or disposition of the assets of the Company and the Company Subsidiaries. No material weakness exists with respect to the Company’s properties or assetssystem of internal control over financial reporting that would be required to be disclosed by the Company pursuant to Item 308(a)(3) of Regulation S-K promulgated by the SEC.
(e) The “disclosure controls and procedures” (as defined in Rules 13a-15(e) and 15d-15(e) of under the Exchange Act) utilized by the Company are reasonably designed to ensure that all information (both financial and non-financial) required to be disclosed by the Company in the reports that it files or submits under the Exchange Act is recorded, processed, summarized and reported within the time periods specified in the rules and forms of the SEC and that all such information required to be disclosed is accumulated and communicated to the management of the Company, as appropriate, to allow timely decisions regarding required disclosure and to enable the chief executive officer and chief financial officer of the Company to make the certifications required under the Exchange Act with respect to such reports. Neither the Company nor the Company’s independent registered public accounting firm has identified or been made aware of: (i) any “significant deficiency” or “material weakness” (each as defined in Rule 12b-2 of the Exchange Act) in the system of internal control over financial reporting utilized by the Company and the Company Subsidiaries that has not been subsequently remediated, or (ii) any fraud that involves the Company’s management or other employees who have a role in the preparation of financial statements or the internal control over financial reporting utilized by the Company and the Company Subsidiaries.
(f) Neither the Company nor any of the Company Subsidiaries Subsidiary is a party to, or has any commitment to become a party to, any joint venture, off-balance sheet partnership or any similar Contract (including any Contract or arrangement relating to any transaction or relationship between or among the Company and any of the Company Subsidiaries, on the one hand, and any unconsolidated Affiliate, including any structured finance, special purpose or limited purpose entity or Person, on the other hand, or any “off-balance sheet arrangements” (as defined in Item 303(a) of Regulation S-K under the Exchange Act)), where the result, purpose or intended effect of such Contract is to avoid disclosure of any material transaction involving, or material liabilities of, the Company or any of the Company Subsidiaries in the Company’s or such Company Subsidiary’s published financial statements or other Company SEC Documents.
(g) Except as set forth in Section 3.06(g) of the Company Disclosure Letter, each of the principal executive officer and the principal financial officer of the Company (or each former principal executive officer and each former principal financial officer of the Company, as applicable) has made all certifications required by Rule 13a-14 or 15d-14 under the Exchange Act and Sections 302 and 906 of SOX with respect to the Company SEC Documents, and the statements contained in such certifications are true and accurate in all material respects. For purposes of this Agreement, “principal executive officer” and “principal financial officer” shall have the meanings given to such terms in SOX. The Company is also in compliance with all of the other applicable provisions of SOX and the applicable listing and corporate governance rules of Nasdaq, except for any non-compliance that, individually or in the aggregate, has not had, and could not reasonably be expected to have, a Company Material Adverse Effect.
(h) Since January 1, 20192018, none of the Company or any Company Subsidiary nor any director or officer of the Company or any Company Subsidiary has received any material written complaint, allegation, assertion, or claim regarding the financial accounting, internal accounting controls, or auditing practices, procedures, methodologies, or methods of the Company or any Company Subsidiary or any material written complaint, allegation, assertion, or claim from employees of the Company or any Company Subsidiary regarding questionable financial accounting or auditing matters with respect to the Company or any Company Subsidiary, and (ii) no attorney representing the Company or any Company Subsidiary, whether or not employed by the Company or any Company Subsidiary, has reported credible evidence of any material violation of securities Laws, breach of fiduciary duty, or similar material violating by the Company, the Company’s independent accountantsany Company Subsidiary, or any of their respective officers, directors, employees, or agents to the Company Board or any committee thereof, or to the audit committee of the Company Board has received any oral chief executive officer, chief financial officer, or written notification of any (i) “significant deficiency” in the internal controls over financial reporting of the Company, (ii) “material weakness” in the internal controls over financial reporting of the Company or (iii) fraud, whether or not material, that involves management or other employees of the Company who have a significant role in the internal controls over financial reporting general counsel of the Company.
(hi) None of the Company Subsidiaries is, or has at any time since January 1, 2019 2018 been, subject to the reporting requirements of Section 13(a) or 15(d) of the Exchange Act.
Appears in 2 contracts
Sources: Merger Agreement (Arch Capital Group Ltd.), Merger Agreement (Watford Holdings Ltd.)
SEC Documents; Undisclosed Liabilities. (ai) The Company L▇▇▇▇ has furnished or filed all reports, schedules, forms, statements and other documents (including exhibits and other information incorporated therein) required to be furnished or filed by the Company it with the SEC since January 1, 2017 2013, pursuant to Sections 13(a), 14(a) and 15(d) of the Exchange Act (such documents, together with any documents filed with or furnished to the SEC during such period by the Company on a voluntary basis on a Current Report on Form 8-K, but excluding the Proxy Statement, being collectively referred to as the “Company SEC DocumentsReports”).
(bii) Each Company As of its respective filing date, each SEC Document (i) at the time filed, Report complied in all material respects with the requirements of requirements of the ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Securities Exchange Act of 2002 and the Exchange Act or the Securities Act1934, as amended (the case may be, “Exchange Act”) and the rules and regulations of the SEC promulgated thereunder applicable to such Company SEC Document and (ii) did not at Report. Except to the time it was filed (or if amended extent that information contained in any SEC Report has been revised or superseded by a filing or amendment prior to later SEC Report, none of the date of this Agreement, then at the time of such filing or amendment) contain SEC Reports contains any untrue statement of a material fact or omit omits to state a 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. Each of the consolidated The financial statements of the Company L▇▇▇▇ included in the Company SEC Documents complied at the time it was filed Reports comply as to form in all material respects with applicable accounting requirements and the published rules and regulations of the SEC with respect thereto, was have been prepared in accordance with United States the U.S. generally accepted accounting principles (“GAAP”) (except, in the case of unaudited statements, as permitted by Form 10-Q of the SEC or other rules and regulations of the SEC) applied on a consistent basis during the periods involved (except as may be indicated in the notes thereto) and fairly presented in all material respects present the consolidated financial position of the Company and its consolidated Subsidiaries L▇▇▇▇ as of the dates thereof and the consolidated results of their operations and cash flows for the periods shown (subject, in the case of unaudited statements, to normal year-end audit adjustments).
(ciii) Neither Except as set forth in the Company nor any Company Subsidiary SEC Reports, L▇▇▇▇ has any no liabilities or obligations of any nature (whether accrued, absolute, contingent or otherwise) that, individually required by U.S. generally accepted accounting principles to be set forth on a balance sheet of L▇▇▇▇ or in the aggregate, have had notes thereto. There are no financial or would reasonably be expected to have a Company Material Adverse Effect.
(d) The Company maintains a system of “internal control over financial reporting” (as defined in Rules 13a-15(f) contractual obligations and 15d-15(f) of the Exchange Act) sufficient to provide reasonable assurance (i) that transactions are recorded as necessary to permit preparation of financial statements in conformity with GAAP, consistently applied, (ii) that transactions are executed only in accordance with the authorization of management and (iii) regarding prevention or timely detection of the unauthorized acquisition, use or disposition of the Company’s properties or assets.
(e) The “disclosure controls and procedures” (as defined in Rules 13a-15(e) and 15d-15(e) of the Exchange Act) utilized by the Company are reasonably designed to ensure that all information (both financial and non-financial) required to be disclosed by the Company in the reports that it files or submits under the Exchange Act is recorded, processed, summarized and reported within the time periods specified in the rules and forms of the SEC and that all such information required to be disclosed is accumulated and communicated to the management of the Company, as appropriate, to allow timely decisions regarding required disclosure and to enable the chief executive officer and chief financial officer of the Company to make the certifications required under the Exchange Act with respect to such reports.
(f) Neither the Company nor any of the Company Subsidiaries is a party to, or has any commitment to become a party to, any joint venture, off-balance sheet partnership or any similar Contract liabilities (including any Contract or arrangement relating obligations to any transaction or relationship between or among the Company and any of the Company Subsidiaries, on the one hand, and any unconsolidated Affiliate, including any structured finance, special purpose or limited purpose entity or Person, on the other hand, or any “off-balance sheet arrangements” (as defined in Item 303(a) of Regulation S-K under the Exchange Act)), where the result, purpose or intended effect of such Contract is to avoid disclosure of any material transaction involving, or material liabilities of, the Company or any of the Company Subsidiaries in the Company’s or such Company Subsidiary’s published financial statements issue capital stock or other Company SEC Documentssecurities) due after the date hereof.
(g) Since January 1, 2019, none of the Company, the Company’s independent accountants, the Company Board or the audit committee of the Company Board has received any oral or written notification of any (i) “significant deficiency” in the internal controls over financial reporting of the Company, (ii) “material weakness” in the internal controls over financial reporting of the Company or (iii) fraud, whether or not material, that involves management or other employees of the Company who have a significant role in the internal controls over financial reporting of the Company.
(h) None of the Company Subsidiaries is, or has at any time since January 1, 2019 been, subject to the reporting requirements of Section 13(a) or 15(d) of the Exchange Act.
Appears in 2 contracts
Sources: Pre Merger Loan and Funding Agreement (Victory Energy Corp), Pre Merger Loan and Funding Agreement (Victory Energy Corp)
SEC Documents; Undisclosed Liabilities. (a) The Company has furnished or filed all certificates, reports, schedules, forms, statements and other documents (including exhibits any amendments, exhibits, schedules and other information incorporated therein) required to be furnished or filed by the Company with the SEC since January 1, 2017 2013 (such documents, together with any documents furnished or filed with or furnished to the SEC during such period by the Company on a voluntary basis on a Current Report on Form 8-KCompany, but excluding the Proxy Statement, being collectively referred to as the “Company SEC Documents”). As of the date of this Agreement, there are no outstanding or unresolved comments in comment letters received from the SEC with respect to the Company SEC Documents.
(b) Each Company SEC Document (i) at the time filed, complied or, if not yet filed, will comply in all material respects with the requirements of requirements of the ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act of 2002 SOX and the Exchange Act or the Securities Act, as the case may be, and the rules and regulations of the SEC promulgated thereunder applicable to such Company SEC Document and (ii) did not at the time it was filed (or if amended or superseded by a filing or amendment prior to the date of this Agreement, then at the time of such filing or amendment) contain or, if not yet filed, will not contain, any untrue statement of a material fact or not omit or, if not yet filed, will not 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. Each of the consolidated financial statements (including all related notes) of the Company included in the Company SEC Documents complied or, if not yet filed, will comply at the time it was filed as to form in all material respects with applicable accounting requirements and the published rules and regulations of the SEC with respect thereto, was prepared or, if not yet filed, will be prepared, in accordance with United States generally accepted accounting principles (“GAAP”) (except, in the case of unaudited statements, as permitted by Form 10-Q of the SEC or other rules and regulations of the SEC) applied on a consistent basis during the periods involved (except (i) as may be indicated in the notes theretothereto or (ii) as permitted by Regulation S-X) and fairly presented or, if not yet filed, will fairly present, in all material respects the consolidated financial position of the Company and its consolidated Subsidiaries as of the dates thereof and the consolidated results of their operations and operations, cash flows and changes in equity for the periods shown (subject, in the case of unaudited statements, to normal year-end audit adjustmentsadjustments not material in amount).
(c) Neither Except (i) as reflected or reserved against in the Company’s consolidated unaudited balance sheet as of September 30, 2014 (or the notes thereto) included in the Filed Company SEC Documents, (ii) for liabilities and obligations incurred in connection with or expressly contemplated by this Agreement, (iii) for liabilities and obligations that have been incurred in the ordinary course of business since September 30, 2014 and (iv) for liabilities and obligations that have been discharged or paid in full in the ordinary course of business, none of the Company nor or any Company Subsidiary has any liabilities or obligations of any nature (whether accrued, absolute, contingent or otherwise) that), that individually or in the aggregate, have had or would reasonably be expected to have a Company Material Adverse Effect.
(d) Each of the principal executive officer of the Company and the principal financial officer of the Company (or each former principal executive officer of the Company and each former principal financial officer of the Company, as applicable) has made all applicable certifications required by Rule 13a-14 or 15d-14 under the Exchange Act and Sections 302 and 906 of SOX with respect to the Company SEC Documents, and the statements contained in such certifications are true and accurate as of the date of such certifications. None of the Company or any of the Company Subsidiaries has outstanding, or has arranged any outstanding, “extensions of credit” to directors or executive officers within the meaning of Section 402 of SOX.
(e) The Company maintains a system of “internal control over financial reporting” (as defined in Rules 13a-15(f) and 15d-15(f) of under the Exchange Act) sufficient to provide reasonable assurance (i) that transactions are recorded as necessary to permit preparation of financial statements in conformity with GAAP, GAAP consistently applied, (ii) that transactions are executed only in accordance with the authorization of management and (iii) regarding prevention or timely detection of the unauthorized acquisition, use or disposition of the Company’s properties or assets.
(ef) The “disclosure controls and procedures” (as defined in Rules 13a-15(e) and 15d-15(e) of under the Exchange Act) utilized by the Company are reasonably designed to ensure that all material information (both financial and non-financial) required to be disclosed by the Company in the reports that it files or submits under the Exchange Act is recorded, processed, summarized and reported within the time periods specified in the rules and forms of the SEC and that all such information required to be disclosed is accumulated and communicated to the management of the Company, as appropriate, to allow timely decisions regarding required disclosure and to enable the chief executive officer and chief financial officer of the Company to make the certifications required under the Exchange Act with respect to such reports.
(fg) Neither None of the Company nor or any of the Company Subsidiaries is a party to, or has any commitment to become a party to, any joint venture, off-balance sheet partnership or any similar Contract (including any Contract or arrangement relating to any transaction or relationship between or among the Company and any of the Company Subsidiaries, on the one hand, and any unconsolidated Affiliate, including any structured finance, special purpose or limited purpose entity or Person, on the other hand, or any “off-balance sheet arrangements” (as defined in Item 303(a) of Regulation S-K under the Exchange Act)), where the result, purpose or intended effect of such Contract is to avoid disclosure of any material transaction involving, or material liabilities of, the Company or any of the Company Subsidiaries in the Company’s or such Company Subsidiary’s published financial statements or other Company SEC Documents.
(gh) Since January 1The Company has disclosed, 2019based on the most recent evaluation of its principal executive officer and its principal financial officer prior to the date of this Agreement, none of the Company, to the Company’s independent accountants, the Company Board or auditors and the audit committee of the Company Board has received any oral or written notification of any (i) “all significant deficiency” deficiencies and material weaknesses in the design or operation of internal controls over financial reporting of which could reasonably be expected to adversely affect the Company’s ability to record, process, summarize and report financial information in any material respect and (ii) “material weakness” in the internal controls over financial reporting of the Company or (iii) any fraud, whether or not material, that involves management or other employees of the Company who have a significant role in the Company’s internal controls over financial reporting of the Companycontrols.
(hi) None of the Company Subsidiaries is, or has at any time since January 1, 2019 2013 been, subject to the reporting requirements of Section 13(a) or 15(d) of the Exchange Act.
Appears in 2 contracts
Sources: Merger Agreement (New Residential Investment Corp.), Merger Agreement (Home Loan Servicing Solutions, Ltd.)
SEC Documents; Undisclosed Liabilities. (a) The Since September 30, 1998, the Company has furnished or filed all required reports, schedules, forms, proxy, registration and other statements and other documents with the SEC (including exhibits and other information incorporated therein) required to be furnished or collectively, the "SEC Documents"). As of the date of this Agreement, the last SEC Document filed by the Company with the SEC since January 1, 2017 (such documents, together with any documents filed with or furnished to the SEC during such period by the Company on a voluntary basis on a Current was its Quarterly Report on Form 810-KQ for the quarter ended December 31, but excluding 1999. As of their respective filing dates, the Proxy Statement, being collectively referred to as the “Company SEC Documents”).
(b) Each Company SEC Document (i) at the time filed, Documents complied in all material respects with the requirements of requirements of the ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act of 2002 and the Exchange Securities Act or the Securities Exchange Act, as the case may be, and the rules and regulations of the SEC promulgated thereunder applicable to such Company the SEC Document and (ii) did not at Documents. As of their respective filing dates, none of the time it was filed (or if amended or superseded by a filing or amendment prior to the date of this Agreement, then at the time of such filing or amendment) contain SEC Documents contained any untrue statement of a material fact or omit 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. Each , except to the extent such statements have been modified or superseded by a later SEC Document filed and publicly available prior to the Closing Dates, the circumstances or bases for which modifications or supersessions have not and will not individually or in the aggregate result in any material liability or obligation on behalf of the Company under the Securities Act, the Exchange Act, the rules promulgated under the Securities Act or the Exchange Act, or any federal, state or local anti-fraud, blue-sky, securities or similar laws. The consolidated financial statements of the Company included in the Company SEC Documents complied at the time it was (as amended or supplemented by any later filed SEC Document filed and publicly available prior to January 1, 2000), comply as to form in all material respects with applicable accounting requirements and the published rules and regulations of the SEC with respect thereto, was have been prepared in accordance with United States generally accepted accounting principles (“GAAP”) (except, in the case of unaudited statements, as permitted by Form 10-Q of the SEC or other rules and regulations of the SEC) applied on a consistent basis during the periods involved (except as may be indicated in the notes thereto) and fairly presented in all material respects present the consolidated financial position of the Company and its consolidated the Subsidiaries as of the dates thereof and the consolidated results of their operations and cash flows for the periods shown then ended (subject, in the case of unaudited statements, to normal year-end audit adjustments).
(c) Neither . Except as set forth in the SEC Documents, neither the Company nor any Company Subsidiary has any liabilities obligation or obligations liability of any nature whatsoever (whether accrueddirect or indirect, matured or unmatured, absolute, accrued, contingent or otherwise) thateither (i) required by generally accepted accounting principles to be set forth on a consolidated balance sheet of the Company and the Subsidiaries or in the notes thereto or (ii) which, individually or in the aggregate, have had or would could reasonably be expected to have a Company Material Adverse EffectEffect whether or not required by generally accepted accounting principles to be provided or reserved against on a balance sheet prepared in accordance with generally accepted accounting principles; other than liabilities and obligations reflected or reserved against in the consolidated financial statements of the Company and its consolidated subsidiaries included in the Company's quarterly report on Form 10-Q for the quarter ended December 31, 1999, or incurred since the date of the balance sheet included in such financial statements in the ordinary course of business which are not individually or collectively material to the Company and the Subsidiaries taken as a whole.
(db) At the date the Proxy Statement is first mailed to the Company's stockholders or at the time of the Stockholders' Meeting, the Proxy Statement will not contain any untrue statement of a material fact or 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 are made, not misleading. The Company maintains a system of “internal control over financial reporting” (as defined Proxy Statement shall comply in Rules 13a-15(f) and 15d-15(f) all material respects with the requirements of the Exchange Act) sufficient to provide reasonable assurance (i) that transactions are recorded as necessary to permit preparation of financial statements in conformity with GAAP, consistently applied, (ii) that transactions are executed only in accordance with the authorization of management Act and (iii) regarding prevention or timely detection of the unauthorized acquisition, use or disposition of the Company’s properties or assets.
(e) The “disclosure controls and procedures” (as defined in Rules 13a-15(e) and 15d-15(e) of the Exchange Act) utilized by the Company are reasonably designed to ensure that all information (both financial and non-financial) required to be disclosed by the Company in the reports that it files or submits under the Exchange Act is recorded, processed, summarized and reported within the time periods specified in the rules and forms of the SEC and regulations promulgated thereunder except that all such information required to be disclosed is accumulated and communicated to the management of the Company, as appropriate, to allow timely decisions regarding required disclosure and to enable the chief executive officer and chief financial officer of the Company to make the certifications required under the Exchange Act makes no representation, warranty or covenant with respect to such reports.
(f) Neither any written information supplied by the Company nor any of the Company Subsidiaries is a party to, or has any commitment to become a party to, any joint venture, off-balance sheet partnership or any similar Contract (including any Contract or arrangement relating to any transaction or relationship between or among the Company and any of the Company Subsidiaries, on the one hand, and any unconsolidated Affiliate, including any structured finance, special purpose or limited purpose entity or Person, on the other hand, or any “off-balance sheet arrangements” (as defined in Item 303(a) of Regulation S-K under the Exchange Act)), where the result, purpose or intended effect of such Contract is to avoid disclosure of any material transaction involving, or material liabilities of, the Company or any of the Company Subsidiaries Purchasers specifically for inclusion in the Company’s or such Company Subsidiary’s published financial statements or other Company SEC DocumentsProxy Statement.
(g) Since January 1, 2019, none of the Company, the Company’s independent accountants, the Company Board or the audit committee of the Company Board has received any oral or written notification of any (i) “significant deficiency” in the internal controls over financial reporting of the Company, (ii) “material weakness” in the internal controls over financial reporting of the Company or (iii) fraud, whether or not material, that involves management or other employees of the Company who have a significant role in the internal controls over financial reporting of the Company.
(h) None of the Company Subsidiaries is, or has at any time since January 1, 2019 been, subject to the reporting requirements of Section 13(a) or 15(d) of the Exchange Act.
Appears in 2 contracts
Sources: Stock Purchase and Sale Agreement (Transmedia Network Inc /De/), Stock Purchase and Sale Agreement (Minotaur Partners Ii Lp)
SEC Documents; Undisclosed Liabilities. (a) The Company has furnished or filed all reports, schedules, forms, statements and other documents (including exhibits and other information incorporated therein) required to be furnished or filed by the Company with the SEC since January 1December 31, 2017 (such documents, together with any documents filed with or furnished 2009 pursuant to Sections 13(a) and 15(d) of the SEC during such period by the Company on a voluntary basis on a Current Report on Form 8-K, but excluding the Proxy Statement, being collectively referred to as the “Company SEC Documents”)Exchange Act.
(b) Each As of its respective date, each Company SEC Document (i) at filed with the time filed, SEC complied in all material respects with the requirements of requirements of the ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act of 2002 and the Exchange Act or the Securities Act, as the case may be, and the rules and regulations of the SEC promulgated thereunder applicable to such Company SEC Document Document, and (ii) did not at the time it was filed (or if amended or superseded by a filing or amendment prior to the date of this Agreement, then at the time of such filing or amendment) 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. Each Except to the extent that information contained in any Company SEC Document filed with the SEC has been revised or superseded by a later filed Company SEC Document, none of the Company SEC Documents filed with the SEC contained 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 consolidated financial statements of the Company included in the Company SEC Documents complied at filed with the time it was filed SEC comply as to form in all material respects with applicable accounting requirements and the published rules and regulations of the SEC with respect thereto, was have been prepared in accordance with United States generally accepted accounting principles (“GAAP”) (except, in the case of unaudited statements, as permitted by Form 10-Q of the SEC or other rules and regulations of the SEC) GAAP applied on a consistent basis during the periods involved (except as may be indicated in the notes thereto) and fairly presented present in all material respects the consolidated financial position of the Company and its consolidated Subsidiaries as of the dates thereof and the consolidated results of their operations and cash flows for the periods shown (subject, in the case of unaudited statements, to normal year-end audit adjustments).
(c) Neither Except (i) as reflected or reserved against in the balance sheet (or the notes thereto) as of December 31, 2010 included in the Company SEC Documents, (ii) as permitted or contemplated by this Agreement, (iii) for liabilities and obligations incurred since December 31, 2010 in the ordinary course of business, and (iv) for liabilities or obligations which have been discharged or paid in full in the ordinary course of business, neither the Company nor any Company Subsidiary of its Subsidiaries has any liabilities or obligations of any nature (nature, whether or not accrued, absolute, contingent or otherwise) that, individually that would be required by GAAP to be reflected on a consolidated balance sheet of the Company and its consolidated Subsidiaries (or in the aggregatenotes thereto), have had or other than those that would not reasonably be expected to have a Company Material Adverse EffectEffect on the Company.
(d) The Company maintains a system of “internal control over financial reporting” (as defined in Rules 13a-15(f) and 15d-15(f) of the Exchange Act) sufficient to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with GAAP and includes those policies and procedures that (i) pertain to the maintenance of records that in reasonable detail accurately and fairly reflect the transactions and dispositions of the Company’s and its Subsidiaries’ assets; (ii) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in conformity accordance with GAAP, consistently applied, (ii) and that transactions the Company’s and its Subsidiaries’ receipts and expenditures are executed being made only in accordance with authorizations of the authorization of Company’s management and directors; and (iii) provide reasonable assurance regarding prevention or timely detection of the unauthorized acquisition, use or disposition of the Company’s properties or assetsand its Subsidiaries’ assets that could have a material effect on the Company’s financial statements.
(e) The “disclosure controls and procedures” (as defined in Rules 13a-15(e13a–15(e) and 15d-15(e15d–15(e) of the Exchange Act) utilized by the Company are reasonably designed to ensure that all information (both financial and non-–financial) required to be disclosed by the Company in the reports that it files or submits under the Exchange Act is recorded, processed, summarized and reported within the time periods specified in the rules and forms of the SEC and that all such information required to be disclosed is accumulated and communicated to the management of the Company, as appropriate, to allow timely decisions regarding required disclosure and to enable the chief executive officer and chief financial officer of the Company to make the certifications required under the Exchange Act with respect to such reports.
(f) Neither the Company nor any of the Company Subsidiaries is a party to, or has any commitment to become a party to, any joint venture, off-balance sheet partnership or any similar Contract (including any Contract or arrangement relating to any transaction or relationship between or among the Company and any of the Company Subsidiaries, on the one hand, and any unconsolidated Affiliate, including any structured finance, special purpose or limited purpose entity or Person, on the other hand, or any “off-balance sheet arrangements” (as defined in Item 303(a) of Regulation S-K under the Exchange Act)), where the result, purpose or intended effect of such Contract is to avoid disclosure of any material transaction involving, or material liabilities of, the Company or any of the Company Subsidiaries in the Company’s or such Company Subsidiary’s published financial statements or other Company SEC Documents.
(g) Since January 1, 2019, none of the Company, the Company’s independent accountants, the Company Board or the audit committee of the Company Board has received any oral or written notification of any (i) “significant deficiency” in the internal controls over financial reporting of the Company, (ii) “material weakness” in the internal controls over financial reporting of the Company or (iii) fraud, whether or not material, that involves management or other employees of the Company who have a significant role in the internal controls over financial reporting of the Company.
(h) None of the Company Subsidiaries is, or has at any time since January 1, 2019 been, subject to the reporting requirements of Section 13(a) or 15(d) of the Exchange Act.
Appears in 1 contract
Sources: Transaction Agreement (S1 Corp /De/)
SEC Documents; Undisclosed Liabilities. (a) The Company has furnished or filed with the SEC all required reports, schedules, forms, proxy, registration and other statements and other documents (including exhibits and other information incorporated therein) required to be furnished or collectively, the "SEC Documents"). As of the date of this Agreement, the last SEC Document filed by the Company with was the SEC since January 1, 2017 (such documents, together with any documents filed with or furnished to the SEC during such period by the Company on a voluntary basis on a Current Company's Annual Report on Form 810-KK for the year ended December 31, but excluding 1998. As of their respective filing dates, the Proxy Statement, being collectively referred to as the “Company SEC Documents”).
(b) Each Company SEC Document (i) at the time filed, Documents complied in all material respects with the requirements of requirements of the ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act of 2002 and the Exchange Securities Act or the Securities Exchange Act, as the case may be, and the rules and regulations of the SEC promulgated thereunder applicable to such Company the SEC Document and (ii) did not at Documents. As of their respective filing dates, none of the time it was filed (or if amended or superseded by a filing or amendment prior to the date of this Agreement, then at the time of such filing or amendment) contain SEC Documents contained any untrue statement of a material fact or omit 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. Each , except to the extent such statements have been modified or superseded by a later SEC Document filed and publicly available prior to the Closing Date, the circumstances or bases for which modifications or supersessions have not and will not individually or in the aggregate result in any material liability or obligation on behalf of the Company under the Securities Act, the Exchange Act, the rules promulgated under the Securities Act or the Exchange Act, or any federal, state or local anti-fraud, blue-sky, securities or similar laws. The consolidated financial statements of the Company included in the Company SEC Documents complied at the time it was (as amended or supplemented by any later filed SEC Document filed and publicly available prior to March 31, 1999), comply as to form in all material respects with applicable accounting requirements and the published rules and regulations of the SEC with respect thereto, was have been prepared in accordance with United States generally accepted accounting principles (“GAAP”) (except, in the case of unaudited statements, as permitted by Form 10-Q of the SEC or other rules and regulations of the SEC) GAAP applied on a consistent basis during the periods involved (except as may be indicated in the notes thereto) and fairly presented in all material respects present the consolidated financial position of the Company and its consolidated the Subsidiaries as of the dates thereof and the consolidated results of their operations and cash flows for the periods shown then ended (subject, in the case of unaudited statements, to normal year-end audit adjustments).
. Other than liabilities and obligations reflected or reserved against in the consolidated financial statements of the Company and its consolidated Subsidiaries included in the Company's Annual Report on Form10-K for the year ended December 31, 1998, or incurred since the date of the balance sheet included in such financial statements in the ordinary course of business which are not individually or collectively material to the Company and the Subsidiaries taken as a whole, and except as set forth in the SEC Documents (c) Neither which includes, without limitation, descriptions of the uncertainties involved in determining reserve for insurance payments), neither the Company nor any Company Subsidiary has any liabilities obligation or obligations liability of any nature whatsoever (whether accrueddirect or indirect, matured or unmatured, absolute, accrued, contingent or otherwise) thateither (i) required by GAAP to be set forth on a consolidated balance sheet of the Company and the Subsidiaries or in the notes thereto or (ii) which, individually or in the aggregate, have had or would could reasonably be expected to have a Company Material Adverse EffectEffect whether or not required by GAAP to be provided for or reserved against on a balance sheet prepared in accordance with GAAP.
(db) At the date the Proxy Statement is first mailed to the Company's stockholders or at the time of the Stockholders' Meeting, the Proxy Statement will not contain any untrue statement of a material fact or 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 are made, not misleading (other than with respect to information concerning Purchaser provided by Purchaser in writing to the Company specifically to be included in the Proxy Statement as to which the Company makes no representation). The Company maintains a system of “internal control over financial reporting” (as defined Proxy Statement shall comply in Rules 13a-15(f) and 15d-15(f) all material respects with the requirements of the Exchange Act) sufficient to provide reasonable assurance (i) that transactions are recorded as necessary to permit preparation of financial statements in conformity with GAAP, consistently applied, (ii) that transactions are executed only in accordance with the authorization of management Act and (iii) regarding prevention or timely detection of the unauthorized acquisition, use or disposition of the Company’s properties or assets.
(e) The “disclosure controls and procedures” (as defined in Rules 13a-15(e) and 15d-15(e) of the Exchange Act) utilized by the Company are reasonably designed to ensure that all information (both financial and non-financial) required to be disclosed by the Company in the reports that it files or submits under the Exchange Act is recorded, processed, summarized and reported within the time periods specified in the rules and forms of the SEC and regulations promulgated thereunder except that all such information required to be disclosed is accumulated and communicated to the management of the Company, as appropriate, to allow timely decisions regarding required disclosure and to enable the chief executive officer and chief financial officer of the Company to make the certifications required under the Exchange Act makes no representation, warranty or covenant with respect to such reports.
(f) Neither the Company nor any of the Company Subsidiaries is a party to, or has any commitment to become a party to, any joint venture, off-balance sheet partnership or any similar Contract (including any Contract or arrangement relating to any transaction or relationship between or among the Company and any of the Company Subsidiaries, on the one hand, and any unconsolidated Affiliate, including any structured finance, special purpose or limited purpose entity or Person, on the other hand, or any “off-balance sheet arrangements” (as defined in Item 303(a) of Regulation S-K under the Exchange Act)), where the result, purpose or intended effect of such Contract is to avoid disclosure of any material transaction involving, or material liabilities of, the Company or any of the Company Subsidiaries written information supplied by Purchaser specifically for inclusion in the Company’s or such Company Subsidiary’s published financial statements or other Company SEC DocumentsProxy Statement.
(g) Since January 1, 2019, none of the Company, the Company’s independent accountants, the Company Board or the audit committee of the Company Board has received any oral or written notification of any (i) “significant deficiency” in the internal controls over financial reporting of the Company, (ii) “material weakness” in the internal controls over financial reporting of the Company or (iii) fraud, whether or not material, that involves management or other employees of the Company who have a significant role in the internal controls over financial reporting of the Company.
(h) None of the Company Subsidiaries is, or has at any time since January 1, 2019 been, subject to the reporting requirements of Section 13(a) or 15(d) of the Exchange Act.
Appears in 1 contract
Sources: Stock Purchase and Sale Agreement (Danielson Holding Corp)
SEC Documents; Undisclosed Liabilities. (a) The Company has furnished or filed all reports, schedules, forms, statements and other documents (including exhibits and other information incorporated therein) required to be furnished or filed by the Company with the SEC since January 1December 28, 2017 1997 (such documentsthe "COMPANY SEC DOCUMENTS"). As of its respective date, together with any documents filed with or furnished to the SEC during such period by the Company on a voluntary basis on a Current Report on Form 8-K, but excluding the Proxy Statement, being collectively referred to as the “Company SEC Documents”).
(b) Each each Company SEC Document (i) at the time filed, complied in all material respects with the requirements of requirements of the ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act of 2002 and the Exchange Act or the Securities ActAct of 1933, as amended (the "SECURITIES ACT"), as the case may be, and the rules and regulations of the SEC promulgated thereunder applicable to such Company SEC Document Document, and (ii) did not at the time it was filed (or if amended or superseded by a filing or amendment prior to the date of this Agreement, then at the time of such filing or amendment) 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. Each Except to the extent that information contained in any Company SEC Document has been revised or superseded by a later 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. The consolidated financial statements of the Company included in the Company SEC Documents complied at the time it was filed comply as to form in all material respects with applicable accounting requirements and the published rules and regulations of the SEC with respect thereto, was have been prepared in accordance with United States generally accepted accounting principles (“"GAAP”") (except, in the case of unaudited statements, as permitted by Form 10-Q of the SEC or other rules and regulations of the SEC) applied on a consistent basis during the periods involved (except as may be indicated in the notes thereto) and fairly presented in all material respects present the consolidated financial position of the Company and its consolidated Subsidiaries subsidiaries as of the dates thereof and the consolidated results of their operations and cash flows for the periods shown then ended (subject, in the case of unaudited statements, to normal year-end audit adjustments).
. Except as set forth on the face of, or in the notes to, the most recent balance sheet of the Company included in the Filed Company SEC Documents (c) Neither as defined in Section 3.08), neither the Company nor any Company Subsidiary has had, as of such date, any liabilities or obligations of any nature (whether accrued, absolute, contingent or otherwise) that, individually required by GAAP to be set forth on a consolidated balance sheet or in the aggregate, have had or would reasonably be expected to have a Company Material Adverse Effectnotes thereto.
(d) The Company maintains a system of “internal control over financial reporting” (as defined in Rules 13a-15(f) and 15d-15(f) of the Exchange Act) sufficient to provide reasonable assurance (i) that transactions are recorded as necessary to permit preparation of financial statements in conformity with GAAP, consistently applied, (ii) that transactions are executed only in accordance with the authorization of management and (iii) regarding prevention or timely detection of the unauthorized acquisition, use or disposition of the Company’s properties or assets.
(e) The “disclosure controls and procedures” (as defined in Rules 13a-15(e) and 15d-15(e) of the Exchange Act) utilized by the Company are reasonably designed to ensure that all information (both financial and non-financial) required to be disclosed by the Company in the reports that it files or submits under the Exchange Act is recorded, processed, summarized and reported within the time periods specified in the rules and forms of the SEC and that all such information required to be disclosed is accumulated and communicated to the management of the Company, as appropriate, to allow timely decisions regarding required disclosure and to enable the chief executive officer and chief financial officer of the Company to make the certifications required under the Exchange Act with respect to such reports.
(f) Neither the Company nor any of the Company Subsidiaries is a party to, or has any commitment to become a party to, any joint venture, off-balance sheet partnership or any similar Contract (including any Contract or arrangement relating to any transaction or relationship between or among the Company and any of the Company Subsidiaries, on the one hand, and any unconsolidated Affiliate, including any structured finance, special purpose or limited purpose entity or Person, on the other hand, or any “off-balance sheet arrangements” (as defined in Item 303(a) of Regulation S-K under the Exchange Act)), where the result, purpose or intended effect of such Contract is to avoid disclosure of any material transaction involving, or material liabilities of, the Company or any of the Company Subsidiaries in the Company’s or such Company Subsidiary’s published financial statements or other Company SEC Documents.
(g) Since January 1, 2019, none of the Company, the Company’s independent accountants, the Company Board or the audit committee of the Company Board has received any oral or written notification of any (i) “significant deficiency” in the internal controls over financial reporting of the Company, (ii) “material weakness” in the internal controls over financial reporting of the Company or (iii) fraud, whether or not material, that involves management or other employees of the Company who have a significant role in the internal controls over financial reporting of the Company.
(h) None of the Company Subsidiaries is, or has at any time since January 1, 2019 been, subject to the reporting requirements of Section 13(a) or 15(d) of the Exchange Act.
Appears in 1 contract
Sources: Merger Agreement (Conopco Inc)
SEC Documents; Undisclosed Liabilities. (a) The Company has furnished or and the Company Subsidiaries, including each of The Peoples Gas Light and Coke Company and North Shore Gas Company (together, the “Company Filing Subsidiaries” and each a “Company Filing Subsidiary”), have filed all reports, schedules, forms, registration statements, definitive proxy statements and other documents (including exhibits together with all amendments thereof and other information incorporated thereinsupplements thereto) required to be furnished or filed by the Company or any Company Subsidiary with the SEC since January October 1, 2017 2004 (such documents, together with any documents filed with or furnished to the SEC during such period by the Company on a voluntary basis on a Current Report on Form 8-K, but excluding the Proxy Statement, being collectively referred to as the “Company SEC Documents”).
(b) Each As of its respective date, each Company SEC Document (i) at the time filed, complied in all material respects with the requirements of requirements of the ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act of 2002 and the Exchange Act or the Securities Act of 1933, as amended (the “Securities Act”), as the case may be, and the rules and regulations of the SEC promulgated thereunder applicable to such Company SEC Document Document, and (ii) did not at the time it was filed (or if amended or superseded by a filing or amendment prior to the date of this Agreement, then at the time of such filing or amendment) 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. Each Except to the extent that information contained in any Company SEC Document has been revised or superseded by a later 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. The consolidated financial statements (including the notes, if any, thereto) of the Company included in the Company SEC Documents complied at the time it was filed comply as to form in all material respects with applicable accounting requirements and the published rules and regulations of the SEC with respect thereto, was have been prepared in accordance with United States generally accepted accounting principles (“GAAP”) GAAP (except, in the case of unaudited statements, as permitted by Form 10-Q of the SEC or other rules and regulations of the SEC) as in effect on the respective dates thereof applied on a consistent basis during the periods involved (except as may be indicated in the notes thereto) and fairly presented in all material respects present the consolidated financial position of the Company and its consolidated Company Subsidiaries as of the dates thereof and the consolidated results of their operations and cash flows for the periods shown (subject, in the case of unaudited statements, to normal year-end audit adjustments).
(c) Neither Except as set forth on the most recent audited balance sheet (or in the notes thereto) of the Company included in the Company SEC Documents filed and publicly available prior to the date of this Agreement (the “Filed Company SEC Documents”), neither the Company nor any Company Subsidiary has any liabilities or obligations of any nature (whether accrued, absolute, contingent or otherwise) required by GAAP to be set forth on a consolidated balance sheet of the Company and its consolidated Company Subsidiaries or in the notes thereto and that, individually or in the aggregate, have had or would reasonably be expected to have a Company Material Adverse Effect.
(d) With respect to each Company SEC Document that is a report on Form 10-K or 10-Q or an amendment thereto, each of the principal executive officer and the principal financial officer of the Company (or each former principal executive officer and principal financial officer of Company) has made all certifications required by Rule 13a-14 or 15d-14 under the Exchange Act and Sections 302 and 906 of the ▇▇▇▇▇▇▇▇- ▇▇▇▇▇ Act of 2002 (“SOX”) and the rules and regulations of the SEC promulgated thereunder. For purposes of the preceding sentence, “principal executive officer” and “principal financial officer” shall have the meanings given to such terms in SOX. Since the effectiveness of SOX, neither the Company nor any of its subsidiaries has arranged any “extensions of credit” to directors or executive officers within the meaning of Section 402 of SOX. The Company maintains has previously made available to Parent a system true and complete copy of “internal control over financial reporting” (as defined in Rules 13a-15(f) and 15d-15(f) of the Exchange Act) sufficient to provide reasonable assurance (i) that transactions are recorded as necessary to permit preparation of financial statements in conformity with GAAP, consistently applied, (ii) that transactions are executed only in accordance with the authorization of management and (iii) regarding prevention or timely detection of the unauthorized acquisition, use or disposition of any reports by the Company’s properties management to the Company Board or assetsany committee thereof relating to compliance with SOX, as well as the reports of any outside consultant or auditor with respect thereto.
(e) The “management of the Company has designed and implemented disclosure controls and procedures” procedures (as defined in Rules Rule 13a-15(e) and 15d-15(e) of the Exchange Act) utilized by the Company are reasonably ), or caused such disclosure controls and procedures to be designed and implemented under their supervision, to ensure that all material information (both financial and non-financial) required relating to be disclosed by the Company, including consolidated Company in the reports that it files or submits under the Exchange Act Subsidiaries, is recorded, processed, summarized and reported within the time periods specified in the rules and forms of the SEC and that all such information required to be disclosed is accumulated and communicated made known to the management of the Company, as appropriate, to allow timely decisions regarding required disclosure and to enable Company by others within those entities. Since the chief executive officer and chief financial officer date of the Company to make the certifications required under the Exchange Act with respect to such reports.
(f) Neither the Company nor any filing of the Company Subsidiaries is a party to, or has any commitment to become a party to, any joint venture, off-balance sheet partnership or any similar Contract (including any Contract or arrangement relating to any transaction or relationship between or among the Company and any of the Company Subsidiaries, on the one hand, and any unconsolidated Affiliate, including any structured finance, special purpose or limited purpose entity or Person, on the other hand, or any “off-balance sheet arrangements” (as defined in Item 303(a) of Regulation S-K under the Exchange Act)), where the result, purpose or intended effect of such Contract is to avoid disclosure of any material transaction involving, or material liabilities of, the Company or any of the Company Subsidiaries in the Company’s or such Company Subsidiary’s published financial statements or other Company SEC Documents.
(g) Since January 1most recent quarterly report on Form 10-Q for the quarter ended March 31, 2019, none of the Company2006, the Company’s independent accountants, the Company Board or outside auditors and the audit committee of the Company Board has received any oral or written notification of any have not been advised of
(i) “any significant deficiency” deficiencies or material weaknesses in the design or operation of internal controls control over financial reporting of which are reasonably likely to adversely affect the Company’s ability to record, process, summarize and report financial information or
(ii) “material weakness” in the internal controls over financial reporting of the Company or (iii) any fraud, whether or not material, that involves management or other employees of the Company who have a significant role in the Company’s internal controls control over financial reporting. Since September 30, 2005, any material change in internal control over financial reporting required to be disclosed in any Filed Company SEC Document has been so disclosed.
(f) Since September 30, 2005, (A) neither the Company nor any Company Subsidiary nor, to the knowledge of the Company, any director, officer, employee, auditor, accountant or representative of the Company or any Company Subsidiary has received or otherwise obtained knowledge of any material complaint, allegation, assertion or claim, whether written or oral, regarding the accounting or auditing practices, procedures, methodologies or methods of the Company or any Company Subsidiary or their respective internal accounting controls relating to periods after September 30, 2005, including any material complaint, allegation, assertion or claim that the Company or any Company Subsidiary has engaged in questionable accounting or auditing practices (except for any of the foregoing received after the date of this Agreement which have no reasonable basis), and (B) to the knowledge of the Company, no attorney representing the Company or any Company Subsidiary, whether or not employed by the Company or any Company Subsidiary, has reported evidence of a material violation of securities Laws, breach of fiduciary duty or similar violation, relating to periods after September 30, 2005, by the Company or any of its officers, directors, employees or agents to the Company Board or any committee thereof or to any director or executive officer of the Company.
(hg) None Except for the Company Filing Subsidiaries, none of the Company Subsidiaries is, or has at any time since January October 1, 2019 2003 been, subject to the reporting requirements of Section Sections 13(a) or and 15(d) of the Exchange Act.
(h) The Company is not and, at the Effective Time, will not be, an “ineligible issuer” as defined in Rule 405 under the Securities Act.
Appears in 1 contract
Sources: Merger Agreement
SEC Documents; Undisclosed Liabilities. (a) The Company has furnished or filed with the SEC since May 1, 1998, all required registration statements, reports, schedules, forms, statements, proxy or information statements and other documents (including exhibits and all other information incorporated therein) required to be furnished or filed by (the Company with the SEC since January 1, 2017 (such documents, together with any documents filed with or furnished to the SEC during such period by the Company on a voluntary basis on a Current Report on Form 8-K, but excluding the Proxy Statement, being collectively referred to as the “"Company SEC Documents”").
(b) Each . As of their respective dates, the Company SEC Document (i) at the time Documents complied or, with respect to those not yet filed, complied will comply in all material respects with the requirements of requirements of the ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Securities Act of 2002 and 1933 (the "Securities Act"), or the Exchange Act or the Securities Act, as the case may be, and and, in each case, the rules and regulations of the SEC promulgated thereunder applicable and, except to such the extent that information contained in any Company SEC Document has been revised and (ii) did not at the time it was filed (or if amended or superseded by a filing or amendment prior later filed Company SEC Document, did not or, with respect to the date of this Agreementthose not yet filed, then at the time of such filing or amendment) 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. Each of the consolidated The financial statements of the Company included in the Company SEC Documents complied at the time it was filed comply as to form form, as of their respective dates of filing with the SEC, in all material respects with applicable accounting requirements and the published rules and regulations of the SEC with respect thereto, was have been prepared in accordance with United States generally accepted accounting principles (“GAAP”) (except, in the case of unaudited statements, as permitted by Form 10-Q of the SEC or other rules and regulations of the SEC) applied on a consistent basis during the periods involved (except as may be indicated in the notes thereto) and fairly presented present in all material respects the consolidated financial position of the Company and its consolidated Subsidiaries as of the dates thereof and the consolidated results of their operations and cash flows for the periods shown then ended (subject, in the case of unaudited statements, to normal recurring year-end audit adjustments).
. Except for liabilities (ci) Neither reflected in such financial statements or in the notes thereto, (ii) incurred in the ordinary course of business consistent with past practice since the date of the most recent audited financial statements included in the Company Filed SEC Documents, (iii) incurred in connection with this Agreement or the Option Agreement or the transactions contemplated hereby or thereby, or (iv) disclosed in Item 2.6 of the Company Disclosure Schedule, neither the Company nor any Company Subsidiary of its Subsidiaries has any liabilities or obligations of any nature (whether accrued, absolute, contingent or otherwise) thatwhich, individually or in the aggregate, have had or would could reasonably be expected to have a Company Material Adverse Effect.
(d) The Company maintains a system of “internal control over financial reporting” (as defined in Rules 13a-15(f) and 15d-15(f) of the Exchange Act) sufficient to provide reasonable assurance (i) that transactions are recorded as necessary to permit preparation of financial statements in conformity with GAAP, consistently applied, (ii) that transactions are executed only in accordance with the authorization of management and (iii) regarding prevention or timely detection of the unauthorized acquisition, use or disposition of the Company’s properties or assets.
(e) The “disclosure controls and procedures” (as defined in Rules 13a-15(e) and 15d-15(e) of the Exchange Act) utilized by the Company are reasonably designed to ensure that all information (both financial and non-financial) required to be disclosed by the Company in the reports that it files or submits under the Exchange Act is recorded, processed, summarized and reported within the time periods specified in the rules and forms of the SEC and that all such information required to be disclosed is accumulated and communicated to the management of the Company, as appropriate, to allow timely decisions regarding required disclosure and to enable the chief executive officer and chief financial officer of the Company to make the certifications required under the Exchange Act with respect to such reports.
(f) Neither the Company nor any of the Company Subsidiaries is a party to, or has any commitment to become a party to, any joint venture, off-balance sheet partnership or any similar Contract (including any Contract or arrangement relating to any transaction or relationship between or among the Company and any of the Company Subsidiaries, Effect on the one hand, and any unconsolidated Affiliate, including any structured finance, special purpose or limited purpose entity or Person, on the other hand, or any “off-balance sheet arrangements” (as defined in Item 303(a) of Regulation S-K under the Exchange Act)), where the result, purpose or intended effect of such Contract is to avoid disclosure of any material transaction involving, or material liabilities of, the Company or any of the Company Subsidiaries in the Company’s or such Company Subsidiary’s published financial statements or other Company SEC Documents.
(g) Since January 1, 2019, none of the Company, the Company’s independent accountants, the Company Board or the audit committee of the Company Board has received any oral or written notification of any (i) “significant deficiency” in the internal controls over financial reporting of the Company, (ii) “material weakness” in the internal controls over financial reporting of the Company or (iii) fraud, whether or not material, that involves management or other employees of the Company who have a significant role in the internal controls over financial reporting of the Company.
(h) None of the Company Subsidiaries is, or has at any time since January 1, 2019 been, subject to the reporting requirements of Section 13(a) or 15(d) of the Exchange Act.
Appears in 1 contract
SEC Documents; Undisclosed Liabilities. (a) The Company has furnished or filed all reports, schedules, forms, statements and other documents (including exhibits and other information incorporated therein) required to be furnished or filed by the Company with the SEC since January 13, 2017 2005, pursuant to Sections 13(a) and 15(d) of the Exchange Act (such documents, together with any documents filed with or furnished to the SEC during such period by the Company on a voluntary basis on a Current Report on Form 8-K, but excluding the Proxy Statement, being collectively referred to as the “Company SEC Documents”).
(b) Each As of its respective date, each Company SEC Document (i) at the time filed, complied in all material respects with the requirements of requirements of the ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act of 2002 and the Exchange Act or the Securities Act of 1933, as amended (the “Securities Act”), as the case may be, and the rules and regulations of the SEC promulgated thereunder applicable to such Company SEC Document Document, and (ii) did not at the time it was filed (or if amended or superseded by a filing or amendment prior to the date of this Agreement, then at the time of such filing or amendment) 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. Each of the The consolidated financial statements of the Company included in the Company SEC Documents complied at the time it was filed comply as of their respective dates as to form in all material respects with applicable accounting requirements and the published rules and regulations of the SEC with respect thereto, was have been prepared in accordance with United States generally accepted accounting principles (“GAAP”) (except, in the case of unaudited statements, as permitted by Form 10-Q of the SEC or other rules and regulations of the SEC) applied on a consistent basis during the periods involved (except as may be indicated in the notes thereto) and fairly presented in all material respects present the consolidated financial position of the Company and its consolidated Subsidiaries subsidiaries as of the dates thereof and the consolidated results of their operations and cash flows for the periods shown (subject, in the case of unaudited statements, to normal year-end audit adjustmentsadjustments and lack of footnote disclosure as permitted by Form 10-Q of the SEC).
(c) Neither Except as set forth in the most recent audited consolidated balance sheet of the Company (including the notes thereto) included in the Filed Company SEC Documents (as defined in Section 3.08) and except for liabilities and obligations incurred in the ordinary course of business since the date of such balance sheet, neither the Company nor any Company Subsidiary has any liabilities or obligations of any nature (whether accrued, absolute, contingent or otherwise) required by GAAP to be set forth on a consolidated balance sheet of the Company and its consolidated subsidiaries or in the notes thereto that, individually or in the aggregate, have had or would be reasonably be expected likely to have a Company Material Adverse Effect.
(d) The With respect to each Company maintains SEC Document that is a system of “internal control over financial reporting” (as defined report on Form 10-K or 10-Q or an amendment thereto, the Company is in Rules 13a-15(f) and 15d-15(f) compliance in all material respects with the applicable requirements of the Exchange Act) sufficient ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act in effect from time to provide reasonable assurance (i) that transactions are recorded as necessary to permit preparation of financial statements in conformity with GAAP, consistently applied, (ii) that transactions are executed only in accordance with the authorization of management and (iii) regarding prevention or timely detection of the unauthorized acquisition, use or disposition of the Company’s properties or assetstime.
(e) The “effectiveness of any additional disclosure controls and procedures” (requirement or applicable accounting rule, consensus or pronouncement that as defined in Rules 13a-15(e) and 15d-15(e) of the Exchange Act) utilized date of this Agreement has been adopted by the Company are reasonably designed to ensure that all information (both financial and non-financial) required to be disclosed by the Company in the reports that it files or submits under the Exchange Act is recordedSEC, processed, summarized and reported within the time periods specified in the rules and forms of the SEC and that all such information required to be disclosed is accumulated and communicated to the management of the Company, as appropriate, to allow timely decisions regarding required disclosure and to enable the chief executive officer and chief financial officer of the Company to make the certifications required under the Exchange Act with respect to such reports.
(f) Neither the Company nor any of the Company Subsidiaries is a party to, or has any commitment to become a party to, any joint venture, off-balance sheet partnership Financial Accounting Standards Board or any similar Contract (including any Contract or arrangement relating body but that is not yet in effect, is not reasonably likely to lead to any transaction or relationship between or among the Company and any of the Company Subsidiaries, on the one hand, and any unconsolidated Affiliate, including any structured finance, special purpose or limited purpose entity or Person, on the other hand, or any “off-balance sheet arrangements” (as defined in Item 303(a) of Regulation S-K under the Exchange Act)), where the result, purpose or intended effect of such Contract is to avoid disclosure of any material transaction involving, or material liabilities of, the Company or any of the Company Subsidiaries change in the Company’s or such Company Subsidiary’s published financial statements or other disclosures as set forth in the Filed Company SEC Documents.
(g) Since January 1, 2019, none of the Company, the Company’s independent accountants, the Company Board or the audit committee of the Company Board has received any oral or written notification of any (i) “significant deficiency” in the internal controls over financial reporting of the Company, (ii) “material weakness” in the internal controls over financial reporting of the Company or (iii) fraud, whether or not material, that involves management or other employees of the Company who have a significant role in the internal controls over financial reporting of the Company.
(hf) None of the Company Subsidiaries is, or has at any time since January 13, 2019 2005, been, subject to (separately from the Company) the reporting requirements of Section Sections 13(a) or and 15(d) of the Exchange Act.
Appears in 1 contract
SEC Documents; Undisclosed Liabilities. (a) The Company has furnished or filed all reports, schedules, forms, statements and other documents (including exhibits and other information incorporated therein) required to be furnished or filed by the Company with the SEC since January 1December 31, 2017 (such documents, together with any documents filed with or furnished 2009 pursuant to Sections 13(a) and 15(d) of the SEC during such period by the Company on a voluntary basis on a Current Report on Form 8-K, but excluding the Proxy Statement, being collectively referred to as the “Company SEC Documents”)Exchange Act.
(b) Each As of its respective date, each Company SEC Document (i) at filed with the time filed, SEC complied in all material respects with the requirements of requirements of the ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act of 2002 and the Exchange Act or the Securities Act, as the case may be, and the rules and regulations of the SEC promulgated thereunder applicable to such Company SEC Document Document, and (ii) did not at the time it was filed (or if amended or superseded by a filing or amendment prior to the date of this Agreement, then at the time of such filing or amendment) 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. Each Except to the extent that information contained in any Company SEC Document filed with the SEC has been revised or superseded by a later filed Company SEC Document, none of the Company SEC Documents filed with the SEC contained 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 consolidated financial statements of the Company included in the Company SEC Documents complied at filed with the time it was filed SEC comply as to form in all material respects with applicable accounting requirements and the published rules and regulations of the SEC with respect thereto, was have been prepared in accordance with United States generally accepted accounting principles (“GAAP”) (except, in the case of unaudited statements, as permitted by Form 10-Q of the SEC or other rules and regulations of the SEC) GAAP applied on a consistent basis during the periods involved (except as may be indicated in the notes thereto) and fairly presented present in all material respects the consolidated financial position of the Company and its consolidated Subsidiaries as of the dates thereof and the consolidated results of their operations and cash flows for the periods shown (subject, in the case of unaudited statements, to normal year-end audit adjustments).
(c) Neither Except (i) as reflected or reserved against in the balance sheet (or the notes thereto) as of December 31, 2010 included in the Company SEC Documents, (ii) as permitted or contemplated by this Agreement, (iii) for liabilities and obligations incurred since December 31, 2010 in the ordinary course of business, and (iv) for liabilities or obligations which have been discharged or paid in full in the ordinary course of business, neither the Company nor any Company Subsidiary of its Subsidiaries has any liabilities or obligations of any nature (nature, whether or not accrued, absolute, contingent or otherwise) that, that would be required by GAAP to be reflected on a consolidated balance sheet of the Company and its consolidated Subsidiaries (or in the notes thereto), other than those that would not, individually or in the aggregate, have had or would reasonably be expected to have a Company Material Adverse Effect.
(d) The Company maintains a system of “internal control over financial reporting” (as defined in Rules 13a-15(f13a−15(f) and 15d-15(f15d−15(f) of the Exchange Act) sufficient to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with GAAP and includes those policies and procedures that (i) pertain to the maintenance of records that in reasonable detail accurately and fairly reflect the transactions and dispositions of the Company’s and its Subsidiaries’ assets; (ii) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in conformity accordance with GAAP, consistently applied, (ii) and that transactions the Company’s and its Subsidiaries’ receipts and expenditures are executed being made only in accordance with authorizations of the authorization of Company’s management and directors; and (iii) provide reasonable assurance regarding prevention or timely detection of the unauthorized acquisition, use or disposition of the Company’s properties or assetsand its Subsidiaries’ assets that could have a material effect on the Company’s financial statements.
(e) The “disclosure controls and procedures” (as defined in Rules 13a-15(e13a−15(e) and 15d-15(e15d−15(e) of the Exchange Act) utilized by the Company are reasonably designed to ensure that all information (both financial and non-financialnon−financial) required to be disclosed by the Company in the reports that it files or submits under the Exchange Act is recorded, processed, summarized and reported within the time periods specified in the rules and forms of the SEC and that all such information required to be disclosed is accumulated and communicated to the management of the Company, as appropriate, to allow timely decisions regarding required disclosure and to enable the chief executive officer and chief financial officer of the Company to make the certifications required under the Exchange Act with respect to such reports.
(f) Neither the The Company nor any of the Company Subsidiaries is a party to, or has any commitment to become a party to, any joint venture, off-balance sheet partnership or any similar Contract (including any Contract or arrangement relating to any transaction or relationship between or among the Company and any of the Company Subsidiaries, on the one hand, and any unconsolidated Affiliate, including any structured finance, special purpose or limited purpose entity or Person, on the other hand, or any “off-balance sheet arrangementsforeign private issuer” (as defined in Item 303(aRule 3b-4(c) of Regulation S-K promulgated under the Exchange Act)), where the result, purpose or intended effect of such Contract is to avoid disclosure of any material transaction involving, or material liabilities of, the Company or any of the Company Subsidiaries in the Company’s or such Company Subsidiary’s published financial statements or other Company SEC Documents.
(g) Since January 1, 2019, none of the Company, the Company’s independent accountants, the Company Board or the audit committee of the Company Board has received any oral or written notification of any (i) “significant deficiency” in the internal controls over financial reporting of the Company, (ii) “material weakness” in the internal controls over financial reporting of the Company or (iii) fraud, whether or not material, that involves management or other employees of the Company who have a significant role in the internal controls over financial reporting of the Company.
(h) None of the Company Subsidiaries is, or has at any time since January 1, 2019 been, subject to the reporting requirements of Section 13(a) or 15(d) of the Exchange Act.
Appears in 1 contract
Sources: Merger Agreement (Fundtech LTD)
SEC Documents; Undisclosed Liabilities. (a) The Company has furnished or filed all material reports, schedules, forms, statements and other documents (including exhibits and other information incorporated therein) required to be furnished or filed pursuant to Sections 13(a) and 15(d) of the Exchange Act by the Company with the SEC since January 1, 2017 2016 (such documents, together with any documents filed with or furnished to the SEC during such period by the Company on a voluntary basis on a Current Report on Form 8-K, but excluding the Proxy Statement, being collectively referred to as the “Company SEC Documents”).
(b) Each As of their respective effective dates (in the case of Company SEC Documents that are registration statements filed pursuant to the Securities Act of 1933, as amended (together with the rules and regulations promulgated thereunder, the “Securities Act”)) and as of their respective SEC filing dates (in the case of all other Company SEC Documents), each Company SEC Document (i) at the time filed, complied as to form in all material respects with the requirements of requirements of the ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act of 2002 and the Exchange Securities Act or the Securities Exchange Act, as the case may be, and the rules and regulations of the SEC promulgated thereunder applicable to such Company SEC Document Document, and (ii) did not at except to the time it was filed (or if extent amended or superseded by a subsequent filing or amendment with the SEC prior to the date of this Agreementhereof, then at the time of such filing or amendment) 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. Each of the .
(c) The audited annual consolidated financial statements and the unaudited quarterly consolidated financial statements (including, in each case, the notes thereto) of the Company included in the Company SEC Documents when filed (i) complied at the time it was filed as to form in all material respects with applicable accounting requirements and the published rules and regulations of the SEC with respect thereto, was (ii) were prepared in all material respects in accordance with United States generally accepted accounting principles in the United States (“GAAP”) (except, in the case of unaudited quarterly statements, as permitted by Form 10-Q 10‑Q of the SEC or other rules and regulations of the SEC) applied in all material respects on a consistent basis during the periods involved (except as may be indicated in the notes thereto) and (iii) fairly presented in all material respects the consolidated financial position of the Company and its consolidated Subsidiaries subsidiaries as of the dates thereof and the consolidated results of their operations and cash flows for the periods shown covered thereby (subject, in the case of unaudited quarterly statements, to normal year-end audit adjustments).
(cd) Neither Except as reflected or reserved against in the consolidated balance sheet of the Company, as of December 31, 2017, or the notes thereto, included in the Company nor SEC Documents (such balance sheet and the notes thereto, the “Company Balance Sheet”), the Company and the Company Subsidiaries do not have any Company Subsidiary has any liabilities liability or obligations obligation of any nature (whether accrued, absolute, contingent or otherwise) thatother than (i) liabilities or obligations incurred in the ordinary course of business since the date of the Company Balance Sheet, (ii) liabilities or obligations incurred in connection with the Transactions and (iii) liabilities or obligations that would not reasonably be expected to, individually or in the aggregate, have had or would reasonably be expected to have a Company Material Adverse Effect.
(de) The Company has established and maintains disclosure controls and procedures and a system of “internal control over financial reporting” reporting (as such terms are defined in Rules 13a-15(fparagraphs (e) and 15d-15(f) (f), respectively, of Rule 13a-15 under the Exchange Act) sufficient to provide reasonable assurance (i) that transactions are recorded as necessary to permit preparation of financial statements in conformity with GAAP, consistently applied, (ii) that transactions are executed only in accordance with required by Rule 13a-15 under the authorization of management and (iii) regarding prevention or timely detection Exchange Act. From the date of the unauthorized acquisition, use or disposition filing of the Company’s properties or assets.
(e) The “disclosure controls and procedures” (as defined in Rules 13a-15(e) and 15d-15(e) of Annual Report on Form 10-K for the Exchange Act) utilized by the Company are reasonably designed to ensure that all information (both financial and non-financial) required to be disclosed by the Company in the reports that it files or submits under the Exchange Act is recordedfiscal year ended December 31, processed2017, summarized and reported within the time periods specified in the rules and forms of the SEC and that all such information required to be disclosed is accumulated and communicated to the management date of the Companythis Agreement, as appropriate, to allow timely decisions regarding required disclosure and to enable the chief executive officer and chief financial officer of the Company to make the certifications required under the Exchange Act with respect to such reports.
(f) Neither neither the Company nor any of the Company Subsidiaries is a party to, or has any commitment Company’s auditors have identified to become a party to, any joint venture, off-balance sheet partnership or any similar Contract (including any Contract or arrangement relating to any transaction or relationship between or among the Company and any of the Company Subsidiaries, on the one hand, and any unconsolidated Affiliate, including any structured finance, special purpose or limited purpose entity or Person, on the other hand, or any “off-balance sheet arrangements” (as defined in Item 303(a) of Regulation S-K under the Exchange Act)), where the result, purpose or intended effect of such Contract is to avoid disclosure of any material transaction involving, or material liabilities of, the Company or any of the Company Subsidiaries in the Company’s or such Company Subsidiary’s published financial statements or other Company SEC Documents.
(g) Since January 1, 2019, none of the Company, the Company’s independent accountants, the Company Board or to the audit committee of the Company Board has received any oral or written notification of any (i) “any significant deficiency” deficiencies or material weaknesses in the design or operation of internal controls control over financial reporting of which are reasonably likely to adversely affect the Company’s ability to record, process, summarize and report financial information or (ii) “material weakness” in the internal controls over financial reporting of the Company or (iii) any fraud, whether or not material, that involves management or other employees of the Company who have a significant role in the Company’s internal controls control over financial reporting reporting.
(f) As of the date of this Agreement, there are no outstanding or unresolved comments in comment letters received from the SEC with respect to the Filed Company SEC Documents. To the knowledge of the Company, (i) none of the Filed Company SEC Documents is the subject of ongoing SEC review and (ii) there are no inquiries or investigations by the SEC or any internal investigations pending or threatened, in each case regarding any accounting practices of the Company.
(h) None of the Company Subsidiaries is, or has at any time since January 1, 2019 been, subject to the reporting requirements of Section 13(a) or 15(d) of the Exchange Act.
Appears in 1 contract
Sources: Merger Agreement (AveXis, Inc.)
SEC Documents; Undisclosed Liabilities. (a) The Company has furnished or filed all required reports, schedules, forms, statements and other documents (including exhibits and all other information incorporated therein) required to be furnished or filed by the Company with the SEC Commission since January 1February 4, 2017 2000 (such documents, together with any documents filed with or furnished to the SEC during such period by the Company on a voluntary basis on a Current Report on Form 8-K, but excluding the Proxy Statement, being collectively referred to as the “"Company SEC Documents”").
(b) Each . Except as corrected by subsequent filings, as of their respective dates, the Company SEC Document (i) at the time filed, Documents complied in all material respects with the requirements of requirements of the ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Securities Act of 2002 and 1933 (the "Securities Act") or the Exchange Act or the Securities Act, as the case may be, and the rules and regulations none of the SEC promulgated thereunder applicable to such Company SEC Document and (ii) did not at the time it was Documents when filed (or if amended or superseded by a filing or amendment prior to the date of this Agreement, then at the time of such filing or amendment) contain contained any untrue statement of a material fact or omit 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. Each of Except as corrected by subsequent filings, the consolidated financial statements of the Company included in the Company SEC Documents complied at the time it was filed comply as to form form, as of their respective dates of filing with the Commission, in all material respects with applicable accounting requirements and the published rules and regulations of the SEC Commission with respect theretothereto (the "Accounting Rules"), was have been prepared in accordance with United States generally accepted accounting principles (“"GAAP”") (except, in the case of unaudited statements, as permitted by Form 10-Q of the SEC or other rules and regulations of the SECQ) applied on a consistent basis during the periods involved (except as may be indicated in the notes thereto) and fairly presented present, in all material respects respects, the consolidated financial position of the Company and its consolidated Subsidiaries as of the dates thereof and the consolidated results of their operations and cash flows for the periods shown then ended (subject, in the case of unaudited statements, to normal year-end audit adjustments, which are in the aggregate not material).
. Except (ci) Neither as disclosed in the financial statements contained in the Company Filed SEC Documents or in the notes thereto or (ii) for liabilities incurred in connection with this Agreement or the Transactions, neither the Company nor any Company Subsidiary of its Subsidiaries has any liabilities or obligations of any nature (whether accrued, absolute, contingent or otherwise) thatrequired by GAAP to be set forth on a consolidated balance sheet of the Company and its consolidated Subsidiaries or in the notes thereto, which, individually or in the aggregate, have had or would reasonably be expected to have a Company Material Adverse Effect.
(d) The Company maintains a system of “internal control over financial reporting” (as defined in Rules 13a-15(f) and 15d-15(f) of the Exchange Act) sufficient to provide reasonable assurance (i) that transactions are recorded as necessary to permit preparation of financial statements in conformity with GAAP, consistently applied, (ii) that transactions are executed only in accordance with the authorization of management and (iii) regarding prevention or timely detection of the unauthorized acquisition, use or disposition of the Company’s properties or assets.
(e) The “disclosure controls and procedures” (as defined in Rules 13a-15(e) and 15d-15(e) of the Exchange Act) utilized by the Company are reasonably designed to ensure that all information (both financial and non-financial) required to be disclosed by the Company in the reports that it files or submits under the Exchange Act is recorded, processed, summarized and reported within the time periods specified in the rules and forms of the SEC and that all such information required to be disclosed is accumulated and communicated to the management of the Company, as appropriate, to allow timely decisions regarding required disclosure and to enable the chief executive officer and chief financial officer of the Company to make the certifications required under the Exchange Act with respect to such reports.
(f) Neither the Company nor any of the Company Subsidiaries is a party to, or has any commitment to become a party to, any joint venture, off-balance sheet partnership or any similar Contract (including any Contract or arrangement relating to any transaction or relationship between or among the Company and any of the Company Subsidiaries, Effect on the one hand, and any unconsolidated Affiliate, including any structured finance, special purpose or limited purpose entity or Person, on the other hand, or any “off-balance sheet arrangements” (as defined in Item 303(a) of Regulation S-K under the Exchange Act)), where the result, purpose or intended effect of such Contract is to avoid disclosure of any material transaction involving, or material liabilities of, the Company or any of the Company Subsidiaries in the Company’s or such Company Subsidiary’s published financial statements or other Company SEC Documents.
(g) Since January 1, 2019, none of the Company, the Company’s independent accountants, the Company Board or the audit committee of the Company Board has received any oral or written notification of any (i) “significant deficiency” in the internal controls over financial reporting of the Company, (ii) “material weakness” in the internal controls over financial reporting of the Company or (iii) fraud, whether or not material, that involves management or other employees of the Company who have a significant role in the internal controls over financial reporting of the Company.
(h) None of the Company Subsidiaries is, or has at any time since January 1, 2019 been, subject to the reporting requirements of Section 13(a) or 15(d) of the Exchange Act.
Appears in 1 contract
Sources: Merger Agreement (Firepond Inc)
SEC Documents; Undisclosed Liabilities. (a) The Company has furnished or filed all reports, schedules, forms, statements and other documents (including exhibits and other information incorporated therein) required to be furnished or filed by the Company with the SEC since January 129, 2017 1995 (such documents, together with any documents filed with or furnished to the SEC during such period by the Company on a voluntary basis on a Current Report on Form 8-K, but excluding the Proxy Statement, being collectively referred to as the “Company "SEC Documents”").
(b) Each Company SEC Document . As of their respective dates, (i) at the time filed, SEC Documents complied in all material respects with the requirements of requirements of the ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Securities Act of 2002 and 1933 (the "Securities Act"), or the Exchange Act or the Securities Act, as the case may be, and the rules and regulations of the SEC promulgated thereunder applicable to such Company SEC Document Documents, and (ii) did not at none of the time it was filed (or if amended or superseded by a filing or amendment prior to the date of this Agreement, then at the time of such filing or amendment) contain SEC Documents contained any untrue statement of a material fact or omit 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. Each of misleading and (ii) the consolidated financial statements of the Company included in the Company SEC Documents complied at the time it was filed comply as to form in all material respects with applicable accounting requirements and the published rules and regulations of the SEC with respect thereto, was have been prepared in accordance with United States generally accepted accounting principles (“GAAP”) (except, in the case of unaudited statements, as permitted by Form 10-Q of the SEC or other rules and regulations of the SEC) applied on a consistent basis during the periods involved (except as may be indicated in the notes thereto) and fairly presented in all material respects present the consolidated financial position of the Company and its consolidated Subsidiaries subsidiaries as of the dates thereof and the consolidated results of their operations and cash flows for the periods shown then ended (subject, in the case of unaudited statements, to normal year-end audit adjustments).
. Except to the extent that information contained in any SEC Document has been revised or superseded by a later filed SEC Document, none of the 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. Except as reflected, reserved against or otherwise disclosed in the Filed SEC Documents (c) Neither as defined below), neither the Company nor any Company Subsidiary of its subsidiaries has any liabilities or obligations of any nature (whether accrued, absolute, contingent or otherwise) thatrequired by generally accepted accounting principles to be set forth on a consolidated balance sheet of the Company and its consolidated subsidiaries or in the notes thereto and which, individually or in the aggregate, have had or would could reasonably be expected to have a Company Material Adverse Effect.
(d) The Company maintains a system of “internal control over financial reporting” (as defined in Rules 13a-15(f) and 15d-15(f) of the Exchange Act) sufficient to provide reasonable assurance (i) that transactions are recorded as necessary to permit preparation of financial statements in conformity with GAAP, consistently applied, (ii) that transactions are executed only in accordance with the authorization of management and (iii) regarding prevention or timely detection of the unauthorized acquisition, use or disposition of the Company’s properties or assets.
(e) The “disclosure controls and procedures” (as defined in Rules 13a-15(e) and 15d-15(e) of the Exchange Act) utilized by the Company are reasonably designed to ensure that all information (both financial and non-financial) required to be disclosed by the Company in the reports that it files or submits under the Exchange Act is recorded, processed, summarized and reported within the time periods specified in the rules and forms of the SEC and that all such information required to be disclosed is accumulated and communicated to the management of the Company, as appropriate, to allow timely decisions regarding required disclosure and to enable the chief executive officer and chief financial officer of the Company to make the certifications required under the Exchange Act with respect to such reports.
(f) Neither the Company nor any of the Company Subsidiaries is a party to, or has any commitment to become a party to, any joint venture, off-balance sheet partnership or any similar Contract (including any Contract or arrangement relating to any transaction or relationship between or among the Company and any of the Company Subsidiaries, material adverse effect on the one hand, and any unconsolidated Affiliate, including any structured finance, special purpose or limited purpose entity or Person, on the other hand, or any “off-balance sheet arrangements” (as defined in Item 303(a) of Regulation S-K under the Exchange Act)), where the result, purpose or intended effect of such Contract is to avoid disclosure of any material transaction involving, or material liabilities of, the Company or any of the Company Subsidiaries in the Company’s or such Company Subsidiary’s published financial statements or other Company SEC Documents.
(g) Since January 1, 2019, none of the Company, the Company’s independent accountants, the Company Board or the audit committee of the Company Board has received any oral or written notification of any (i) “significant deficiency” in the internal controls over financial reporting of the Company, (ii) “material weakness” in the internal controls over financial reporting of the Company or (iii) fraud, whether or not material, that involves management or other employees of the Company who have a significant role in the internal controls over financial reporting of the Company.
(h) None of the Company Subsidiaries is, or has at any time since January 1, 2019 been, subject to the reporting requirements of Section 13(a) or 15(d) of the Exchange Act.
Appears in 1 contract
Sources: Merger Agreement (Revco D S Inc)
SEC Documents; Undisclosed Liabilities. (a) The Company has furnished or timely filed all required reports, schedules, forms, statements and other documents (including exhibits and other information incorporated therein) required to be furnished or filed by the Company with the SEC since January relating to periods commencing on or after September 1, 2017 1998 (such documentsreports, together with any schedules, forms, statements and other documents filed with or furnished to the SEC during such period by the Company on a voluntary basis on a Current Report on Form 8-K, but excluding the Proxy Statement, being collectively hereinafter referred to as the “"Company SEC Documents”").
(b) Each . As of their respective dates, the Company SEC Document (i) at the time filed, Documents complied in all material respects with the requirements of requirements of the ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act of 2002 and the Exchange Act or the Securities Act of 1933, as amended (the "Securities Act"), as the case may be, and the rules and regulations of the SEC promulgated thereunder applicable to such Company SEC Document Documents, and (ii) did not at none of the time it was filed (or if amended or superseded by a filing or amendment prior to the date of this Agreement, then at the time Company SEC Documents as of such filing or amendment) contain dates contained any untrue statement of a material fact or omit omitted to state a 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. Each of the The consolidated financial statements of the Company included in the Company SEC Documents complied at the time it was filed comply as to form in all material respects with applicable accounting requirements and the published rules and regulations of the SEC with respect thereto, was have been prepared in accordance with United States generally accepted accounting principles in the United States (“"GAAP”") (except, in the case of unaudited quarterly statements, as permitted by Form 10-Q of the SEC or other rules and regulations of the SEC) applied on a consistent basis during the periods involved (except as may otherwise be indicated in the notes thereto) and fairly presented present in all material respects the consolidated financial position of the Company and its consolidated Subsidiaries as of the dates thereof and the consolidated results of their its operations and cash flows for the periods shown then ended (subject, in the case of unaudited quarterly statements, to normal year-end audit adjustments).
(cb) Neither Except as set forth in the most recent financial statements included in the Filed Company SEC Documents, the Company nor any Company Subsidiary has any no liabilities or obligations of any nature (whether accrued, absolute, contingent or otherwise) which would be required to be reflected in the Company's financial statements, and there is no existing condition, situation or set of circumstances that could reasonably be expected to result in such a liability or obligation (including any claims, whether or not asserted, for royalty payments), that, individually or in the aggregate, have had or would could reasonably be expected to have a Company Material Adverse Effect.
(d) The Company maintains a system of “internal control over financial reporting” (as defined in Rules 13a-15(f) and 15d-15(f) of the Exchange Act) sufficient to provide reasonable assurance (i) that transactions are recorded as necessary to permit preparation of financial statements in conformity with GAAP, consistently applied, (ii) that transactions are executed only in accordance with the authorization of management and (iii) regarding prevention or timely detection of the unauthorized acquisition, use or disposition of the Company’s properties or assets.
(e) The “disclosure controls and procedures” (as defined in Rules 13a-15(e) and 15d-15(e) of the Exchange Act) utilized by the Company are reasonably designed to ensure that all information (both financial and non-financial) required to be disclosed by the Company in the reports that it files or submits under the Exchange Act is recorded, processed, summarized and reported within the time periods specified in the rules and forms of the SEC and that all such information required to be disclosed is accumulated and communicated to the management of the Company, as appropriate, to allow timely decisions regarding required disclosure and to enable the chief executive officer and chief financial officer of the Company to make the certifications required under the Exchange Act with respect to such reports.
(f) Neither the Company nor any of the Company Subsidiaries is a party to, or has any commitment to become a party to, any joint venture, off-balance sheet partnership or any similar Contract (including any Contract or arrangement relating to any transaction or relationship between or among the Company and any of the Company Subsidiaries, on the one hand, and any unconsolidated Affiliate, including any structured finance, special purpose or limited purpose entity or Person, on the other hand, or any “off-balance sheet arrangements” (as defined in Item 303(a) of Regulation S-K under the Exchange Act)), where the result, purpose or intended effect of such Contract is to avoid disclosure of any material transaction involving, or material liabilities of, the Company or any of the Company Subsidiaries in the Company’s or such Company Subsidiary’s published financial statements or other Company SEC Documents.
(g) Since January 1, 2019, none of the Company, the Company’s independent accountants, the Company Board or the audit committee of the Company Board has received any oral or written notification of any (i) “significant deficiency” in the internal controls over financial reporting of the Company, (ii) “material weakness” in the internal controls over financial reporting of the Company or (iii) fraud, whether or not material, that involves management or other employees of the Company who have a significant role in the internal controls over financial reporting of the Company.
(h) None of the Company Subsidiaries is, or has at any time since January 1, 2019 been, subject to the reporting requirements of Section 13(a) or 15(d) of the Exchange Act.
Appears in 1 contract
SEC Documents; Undisclosed Liabilities. (a) The Company T-3 has furnished or filed all reports, schedules, forms, statements and other documents (including exhibits and other information incorporated therein) required to be furnished or filed by the Company T-3 with the SEC since January 1, 2017 2009 (such documents, together with any documents filed with or furnished to the SEC during such period by the Company T-3 on a voluntary basis on a Current Report on Form 8-K, but excluding the Joint Proxy Statement, the Form S-4 and any documents not publicly available, being collectively referred to as the “Company T-3 SEC Documents”).
(b) Each Company T-3 SEC Document Document: (i) at the time filed, complied in all material respects with the requirements of requirements of the ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act of 2002 and the Exchange Act or the Securities Act, as the case may be, and the rules and regulations of the SEC promulgated thereunder applicable to such Company T-3 SEC Document and (ii) did not at the time it was filed (or if amended or superseded by a filing or amendment prior to the date of this Agreement, then at the time of such filing or amendment) 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. Each of the consolidated financial statements of the Company T-3 included in the Company T-3 SEC Documents complied at the time it was filed as to form in all material respects with applicable 9 accounting requirements and the published rules and regulations of the SEC with respect thereto, was prepared in accordance with United States generally accepted accounting principles (“GAAP”) GAAP (except, in the case of unaudited statements, as permitted by Form 10-Q of the SEC or other rules and regulations of the SEC) applied on a consistent basis during the periods involved (except as may be indicated in the notes thereto) and fairly presented in all material respects the consolidated financial position of the Company T-3 and its consolidated Subsidiaries as of the dates thereof and the consolidated results of their operations and cash flows for the periods shown (subject, in the case of unaudited statements, to normal year-end audit adjustments).
(c) Neither the Company nor There are no liabilities of T-3 or any Company T-3 Subsidiary has any liabilities or obligations of any nature (kind whatsoever, whether accrued, contingent, absolute, contingent determined, determinable or otherwise, other than: (i) thatliabilities adequately provided for on the consolidated balance sheet of T-3 dated as of December 31, 2009 (including the notes thereto) contained in T-3’s Annual Report on Form 10-K for the year ended December 31, 2009; (ii) liabilities incurred in the ordinary course of business subsequent to December 31, 2009; (iii) liabilities for fees and expenses incurred in connection with the transactions contemplated by this Agreement; (iv) liabilities incurred as permitted under Section 5.01(a); (v) liabilities contemplated by Sections 3.09, 3.10, 3.11, 3.13, 3.16 and 3.19; and (vi) liabilities not contemplated by clauses (i) through (v) which would not reasonably be expected to have, individually or in the aggregate, have had or would reasonably be expected to have a Company T-3 Material Adverse Effect.
(d) The Company Each of the chief executive officer of T-3 and the chief financial officer of T-3 (or each former chief executive officer of T-3 and each former chief financial officer of T-3, as applicable) has made all applicable certifications required by Rule 13a-14 or 15d-14 under the Exchange Act and Sections 302 and 906 of SOX with respect to the T-3 SEC Documents, and the statements contained in such certifications are true and accurate. For purposes of this Agreement, “chief executive officer” and “chief financial officer” shall have the meanings given to such terms in SOX. None of T-3 or any of the T-3 Subsidiaries has outstanding, or has arranged any outstanding, “extensions of credit” to directors or executive officers in violation of Section 402 of SOX.
(e) T-3 maintains a system of “internal control over financial reporting” (as defined in Rules 13a-15(f) and 15d-15(f) of the Exchange Act) sufficient to provide reasonable assurance (i) that transactions are recorded as necessary to permit preparation of financial statements in conformity with GAAP, consistently applied, (ii) that transactions are executed only in accordance with the authorization of management and (iii) regarding prevention or timely detection of the unauthorized acquisition, use or disposition of the CompanyT-3’s properties or assets.
(ef) The “disclosure controls and procedures” (as defined in Rules 13a-15(e) and 15d-15(e) of the Exchange Act) utilized by the Company T-3 are reasonably designed to ensure that all material information (both financial and non-financial) required to be disclosed by the Company T-3 in the reports that it files or submits under the Exchange Act is recorded, processed, summarized and reported within the time periods specified in the rules and forms of the SEC and that all such information required to be disclosed is accumulated and communicated to the management of the CompanyT-3, as appropriate, to allow timely decisions regarding required disclosure and to enable the chief executive officer and chief financial officer of the Company T-3 to make the certifications required under the Exchange Act with respect to such reports.
(fg) Neither the Company T-3 nor any of the Company T-3 Subsidiaries is a party to, or has any commitment to become a party to, any joint venture, off-balance sheet partnership or any similar Contract (including any Contract or arrangement relating to any transaction or relationship between or among the Company T-3 and any of the Company T-3 Subsidiaries, on the one hand, and any unconsolidated Affiliate, including any structured finance, special purpose or limited purpose entity or Person, on the other hand, or any “off-balance sheet arrangements” (as defined in Item 303(a) of Regulation S-K under the Exchange Act)), where the result, purpose or intended effect of such Contract is to avoid disclosure of any material transaction involving, or material liabilities of, the Company T-3 or any of the Company T-3 Subsidiaries in the CompanyT-3’s or such Company T-3 Subsidiary’s published financial statements or other Company T-3 SEC Documents.
(gh) Since January 1, 20192010, none of the CompanyT-3, the CompanyT-3’s independent accountants, the Company T-3 Board or the audit committee of the Company T-3 Board has received any oral or written notification of any any: (i) “significant deficiency” in the internal controls over financial reporting of the CompanyT-3, (ii) “material weakness” in the internal controls over financial reporting of the Company T-3 or (iii) fraud, whether or not material, that involves management or other employees of the Company T-3 who have a significant role in the internal controls over financial reporting of T-3. For purposes of this paragraph (h), the Companyterms “significant deficiency” and “material weakness” shall have the meanings assigned to 10 them in Auditing Standard No. 5 of the Public Company Accounting Oversight Board, as in effect on the date of this Agreement.
(hi) None of the Company T-3 Subsidiaries is, or has at any time since January 1, 2019 2010 been, subject to the reporting requirements of Section 13(a) or 15(d) of the Exchange Act.
Appears in 1 contract
SEC Documents; Undisclosed Liabilities. (a) The Company Except as set forth in Schedule 6(a) hereto, Transocean has furnished or filed all reports, schedules, forms, statements and other documents (including exhibits and other information incorporated therein) required to be furnished or filed by the Company Transocean with the SEC Commission since January 1, 2017 /•/ 1 pursuant to Sections 13(a) and 15(d) of the Exchange Act (such documents, together with any documents filed with or furnished to the SEC during such period by the Company on a voluntary basis on a Current Report on Form 8-K, but excluding the Proxy Statement, being collectively referred to as the “Company Transocean SEC Documents”).
(b) Each Company Except as set forth in Schedule 6(b) hereto, as of its respective date, each Transocean SEC Document (i) at the time filed, complied in all material respects with the requirements of requirements of the ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act of 2002 and the Exchange Act or the Securities Act, as the case may be, and the rules and regulations of the SEC Commission promulgated thereunder applicable to such Company Transocean SEC Document Document, and (ii) did not at the time it was filed (or if amended or superseded by a filing or amendment prior to the date of this Agreement, then at the time of such filing or amendment) 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. Each of the The audited consolidated financial statements of the Company Transocean included in the Company Transocean SEC Documents complied at the time it was filed comply as to form in all material respects with applicable accounting requirements and the published rules and regulations of the SEC with respect theretorequirements, was have been prepared in accordance with United States generally accepted accounting principles (“GAAP”) (except, in the case of unaudited statements, as permitted by Form 10-Q of the SEC or other rules and regulations of the SEC) applied on a consistent basis during the periods involved (except as may be indicated in the notes thereto) and fairly presented in all material respects present the consolidated financial position of the Company and its consolidated Subsidiaries Transocean as of the dates thereof and the consolidated results of their operations and cash flows for the periods shown (subject, then ended. The unaudited consolidated statements of Transocean on each Form 10-Q included in the case of unaudited statements, to normal year-end audit adjustments).
(c) Neither the Company nor any Company Subsidiary has any liabilities or obligations of any nature (whether accrued, absolute, contingent or otherwise) that, individually or in the aggregate, Transocean SEC Documents have had or would reasonably be expected to have a Company Material Adverse Effect.
(d) The Company maintains a system of “internal control over financial reporting” (as defined in Rules 13a-15(f) and 15d-15(f) of the Exchange Act) sufficient to provide reasonable assurance (i) that transactions are recorded as necessary to permit preparation of financial statements in conformity with GAAP, consistently applied, (ii) that transactions are executed only been prepared in accordance with the authorization of management and (iii) regarding prevention or timely detection of the unauthorized acquisition, use or disposition of the Company’s properties or assets.
(e) The “disclosure controls and procedures” (as defined in Rules 13a-15(e) and 15d-15(e) of the Exchange Act) utilized by the Company are reasonably designed to ensure that all information (both financial and non-financial) required to be disclosed by the Company in the reports that it files or submits under the Exchange Act is recorded, processed, summarized and reported within the time periods specified in the rules and forms of the SEC and that all such information required to be disclosed is accumulated and communicated to the management of the Company, as appropriate, to allow timely decisions regarding required disclosure and to enable the chief executive officer and chief financial officer of the Company to make the certifications required under the Exchange Act with respect to such reports.
(f) Neither the Company nor any of the Company Subsidiaries is a party to, or has any commitment to become a party to, any joint venture, off-balance sheet partnership or any similar Contract (including any Contract or arrangement relating to any transaction or relationship between or among the Company and any of the Company Subsidiaries, on the one hand, and any unconsolidated Affiliate, including any structured finance, special purpose or limited purpose entity or Person, on the other hand, or any “off-balance sheet arrangements” (as defined in Item 303(a) requirements of Regulation S-K under the Exchange Act)), where the result, purpose or intended effect of such Contract is to avoid disclosure of any material transaction involving, or material liabilities of, the Company or any X of the Company Subsidiaries Commission and, on that basis, fairly present in all material respects the Company’s or such Company Subsidiary’s published consolidated financial statements or other Company SEC Documents.
(g) Since January 1, 2019, none position of Transocean as of the Company, dates thereof and its consolidated results of operations and cash flows for the Company’s independent accountants, the Company Board or the audit committee of the Company Board has received any oral or written notification of any (i) “significant deficiency” in the internal controls over financial reporting of the Company, (ii) “material weakness” in the internal controls over financial reporting of the Company or (iii) fraud, whether or not material, that involves management or other employees of the Company who have a significant role in the internal controls over financial reporting of the Companyperiods then ended.
(h) None of the Company Subsidiaries is, or has at any time since January 1, 2019 been, subject to the reporting requirements of Section 13(a) or 15(d) of the Exchange Act.
Appears in 1 contract
Sources: Put Option and Registration Rights Agreement (Transocean Inc)
SEC Documents; Undisclosed Liabilities. (ai) The Company XM has furnished filed, or filed furnished, as applicable, all required reports, schedules, forms, registration statements and other documents (including exhibits and other information incorporated therein) required to be furnished or filed by the Company with the SEC since January 1December 31, 2017 2004 (such documents, together with any documents filed with or furnished to the SEC during such period by the Company on a voluntary basis on a Current Report on Form 8-K, but excluding the Proxy Statement, being collectively referred to as the “Company XM SEC Documents”).
. As of their respective dates of filing with the SEC (b) Each Company or, if amended or superseded by a filing prior to the date hereof, as of the date of such filing), the XM SEC Document (i) at the time filed, Documents complied in all material respects with the requirements of requirements of the ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act of 2002 and the Exchange Securities Act or the Securities Exchange Act, as the case may be, and the rules and regulations of the SEC promulgated thereunder applicable to such Company XM SEC Document Documents, and (ii) did not at none of the time it was XM SEC Documents when filed (or if amended or superseded by a filing or amendment prior to the date of this Agreement, then at the time of such filing or amendment) contain contained any untrue statement of a material fact or omit 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. Each of the consolidated The financial statements of the Company XM included in the Company XM SEC Documents complied at the time it was filed as to form form, as of their respective dates of filing with the SEC, in all material respects with all applicable accounting requirements and with the published rules and regulations of the SEC with respect thereto, was prepared in accordance with United States generally accepted accounting principles (“GAAP”) thereto (except, in the case of unaudited statements, as permitted by Form 10-Q of the SEC or other rules and regulations of the SEC) ), have been prepared in accordance with generally accepted accounting principles applied on a consistent basis during the periods involved (except as may be indicated in the notes theretodisclosed therein) and fairly presented present in all material respects the consolidated financial position of the Company XM and its consolidated Subsidiaries as of the dates thereof and the consolidated results of their operations operations, changes in stockholders’ equity and cash flows of such companies as of the dates and for the periods shown (subject, in shown. There are no outstanding comments from the case Staff of unaudited statements, the SEC with respect to normal year-end audit adjustments)any of the XM SEC Documents.
(cii) Neither Except for (A) those liabilities that are fully reflected or reserved for in the Company nor any Company Subsidiary has consolidated financial statements of XM included in its Quarterly Report on Form 10-Q for the fiscal quarter ended September 30, 2006, as filed with the SEC prior to the date of this Agreement (the “XM Financial Statements”), (B) liabilities incurred since September 30, 2006 in the ordinary course of business consistent with past practice, (C) liabilities which would not, individually or in the aggregate, reasonably be expected to have a material adverse effect on XM, (D) liabilities incurred pursuant to the transactions contemplated by this Agreement, and (E) liabilities or obligations discharged or paid in full prior to the date of this Agreement in the ordinary course of business consistent with past practice, XM and its Subsidiaries do not have, and since September 30, 2006, XM and its Subsidiaries have not incurred (except as permitted by Section 4.1), any liabilities or obligations of any nature whatsoever (whether accrued, absolute, matured, determined, contingent or otherwise) that, individually otherwise and whether or not required to be reflected in the aggregate, have had or would reasonably be expected to have a Company Material Adverse Effect.
(d) The Company maintains a system of “internal control over financial reporting” (as defined in Rules 13a-15(f) and 15d-15(f) of the Exchange Act) sufficient to provide reasonable assurance (i) that transactions are recorded as necessary to permit preparation of XM’s financial statements in conformity with GAAP, consistently applied, (ii) that transactions are executed only in accordance with the authorization of management and (iii) regarding prevention or timely detection of the unauthorized acquisition, use or disposition of the Company’s properties or assetsgenerally accepted accounting principles).
(e) The “disclosure controls and procedures” (as defined in Rules 13a-15(e) and 15d-15(e) of the Exchange Act) utilized by the Company are reasonably designed to ensure that all information (both financial and non-financial) required to be disclosed by the Company in the reports that it files or submits under the Exchange Act is recorded, processed, summarized and reported within the time periods specified in the rules and forms of the SEC and that all such information required to be disclosed is accumulated and communicated to the management of the Company, as appropriate, to allow timely decisions regarding required disclosure and to enable the chief executive officer and chief financial officer of the Company to make the certifications required under the Exchange Act with respect to such reports.
(f) Neither the Company nor any of the Company Subsidiaries is a party to, or has any commitment to become a party to, any joint venture, off-balance sheet partnership or any similar Contract (including any Contract or arrangement relating to any transaction or relationship between or among the Company and any of the Company Subsidiaries, on the one hand, and any unconsolidated Affiliate, including any structured finance, special purpose or limited purpose entity or Person, on the other hand, or any “off-balance sheet arrangements” (as defined in Item 303(a) of Regulation S-K under the Exchange Act)), where the result, purpose or intended effect of such Contract is to avoid disclosure of any material transaction involving, or material liabilities of, the Company or any of the Company Subsidiaries in the Company’s or such Company Subsidiary’s published financial statements or other Company SEC Documents.
(g) Since January 1, 2019, none of the Company, the Company’s independent accountants, the Company Board or the audit committee of the Company Board has received any oral or written notification of any (i) “significant deficiency” in the internal controls over financial reporting of the Company, (ii) “material weakness” in the internal controls over financial reporting of the Company or (iii) fraud, whether or not material, that involves management or other employees of the Company who have a significant role in the internal controls over financial reporting of the Company.
(h) None of the Company Subsidiaries is, or has at any time since January 1, 2019 been, subject to the reporting requirements of Section 13(a) or 15(d) of the Exchange Act.
Appears in 1 contract
SEC Documents; Undisclosed Liabilities. (a) The Company has furnished or filed all required reports, schedules, forms, statements and other documents (including exhibits and all other information incorporated therein) required to be furnished or filed with the Commission since February 4, 2000 (the "COMPANY SEC DOCUMENTS"). Except as corrected by subsequent filings, as of their respective dates, the Company with the SEC since January 1, 2017 (such documents, together with any documents filed with or furnished to the SEC during such period by the Company on a voluntary basis on a Current Report on Form 8-K, but excluding the Proxy Statement, being collectively referred to as the “Company SEC Documents”).
(b) Each Company SEC Document (i) at the time filed, Documents complied in all material respects with the requirements of requirements of the ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Securities Act of 2002 and 1933 (the "SECURITIES ACT") or the Exchange Act or the Securities Act, as the case may be, and the rules and regulations none of the SEC promulgated thereunder applicable to such Company SEC Document and (ii) did not at the time it was Documents when filed (or if amended or superseded by a filing or amendment prior to the date of this Agreement, then at the time of such filing or amendment) contain contained any untrue statement of a material fact or omit 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. Each of Except as corrected by subsequent filings, the consolidated financial statements of the Company included in the Company SEC Documents complied at the time it was filed comply as to form form, as of their respective dates of filing with the Commission, in all material respects with applicable accounting requirements and the published rules and regulations of the SEC Commission with respect theretothereto (the "ACCOUNTING RULES"), was have been prepared in accordance with United States generally accepted accounting principles (“"GAAP”") (except, in the case of unaudited statements, as permitted by Form 10-Q of the SEC or other rules and regulations of the SECQ) applied on a consistent basis during the periods involved (except as may be indicated in the notes thereto) and fairly presented present, in all material respects respects, the consolidated financial position of the Company and its consolidated Subsidiaries as of the dates thereof and the consolidated results of their operations and cash flows for the periods shown then ended (subject, in the case of unaudited statements, to normal year-end audit adjustments, which are in the aggregate not material).
. Except (ci) Neither as disclosed in the financial statements contained in the Company Filed SEC Documents or in the notes thereto or (ii) for liabilities incurred in connection with this Agreement or the Transactions, neither the Company nor any Company Subsidiary of its Subsidiaries has any liabilities or obligations of any nature (whether accrued, absolute, contingent or otherwise) thatrequired by GAAP to be set forth on a consolidated balance sheet of the Company and its consolidated Subsidiaries or in the notes thereto, which, individually or in the aggregate, have had or would reasonably be expected to have a Company Material Adverse Effect.
(d) The Company maintains a system of “internal control over financial reporting” (as defined in Rules 13a-15(f) and 15d-15(f) of the Exchange Act) sufficient to provide reasonable assurance (i) that transactions are recorded as necessary to permit preparation of financial statements in conformity with GAAP, consistently applied, (ii) that transactions are executed only in accordance with the authorization of management and (iii) regarding prevention or timely detection of the unauthorized acquisition, use or disposition of the Company’s properties or assets.
(e) The “disclosure controls and procedures” (as defined in Rules 13a-15(e) and 15d-15(e) of the Exchange Act) utilized by the Company are reasonably designed to ensure that all information (both financial and non-financial) required to be disclosed by the Company in the reports that it files or submits under the Exchange Act is recorded, processed, summarized and reported within the time periods specified in the rules and forms of the SEC and that all such information required to be disclosed is accumulated and communicated to the management of the Company, as appropriate, to allow timely decisions regarding required disclosure and to enable the chief executive officer and chief financial officer of the Company to make the certifications required under the Exchange Act with respect to such reports.
(f) Neither the Company nor any of the Company Subsidiaries is a party to, or has any commitment to become a party to, any joint venture, off-balance sheet partnership or any similar Contract (including any Contract or arrangement relating to any transaction or relationship between or among the Company and any of the Company Subsidiaries, Effect on the one hand, and any unconsolidated Affiliate, including any structured finance, special purpose or limited purpose entity or Person, on the other hand, or any “off-balance sheet arrangements” (as defined in Item 303(a) of Regulation S-K under the Exchange Act)), where the result, purpose or intended effect of such Contract is to avoid disclosure of any material transaction involving, or material liabilities of, the Company or any of the Company Subsidiaries in the Company’s or such Company Subsidiary’s published financial statements or other Company SEC Documents.
(g) Since January 1, 2019, none of the Company, the Company’s independent accountants, the Company Board or the audit committee of the Company Board has received any oral or written notification of any (i) “significant deficiency” in the internal controls over financial reporting of the Company, (ii) “material weakness” in the internal controls over financial reporting of the Company or (iii) fraud, whether or not material, that involves management or other employees of the Company who have a significant role in the internal controls over financial reporting of the Company.
(h) None of the Company Subsidiaries is, or has at any time since January 1, 2019 been, subject to the reporting requirements of Section 13(a) or 15(d) of the Exchange Act.
Appears in 1 contract
Sources: Merger Agreement (Firepond Inc)
SEC Documents; Undisclosed Liabilities. (a) The Company has furnished or filed all reports, schedules, forms, statements and other documents (including exhibits and other information incorporated therein) required to be furnished or filed by the Company with the SEC since January 1, 2017 1997 (such documents, together with any documents filed with or furnished to the SEC during such period by the Company on a voluntary basis on a Current Report on Form 8-K, but excluding the Proxy Statement, being collectively referred to as the “"Company SEC Documents”").
(b) Each . As of its respective date, each Company SEC Document (i) at the time filed, complied in all material respects with the requirements of requirements of the ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act of 2002 and the Exchange Act or the Securities Act of 1933, as amended (the "Securities Act"), as the case may be, and the rules and regulations of the SEC promulgated thereunder applicable to such Company SEC Document Document, and (ii) did not at the time it was filed (or if amended or superseded by a filing or amendment prior to the date of this Agreement, then at the time of such filing or amendment) 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. Each Except to the extent that information contained in any Company SEC Document filed after January 1, 1998 (the "Company 1998 SEC Documents") has been revised or superseded by a later filed Company 1998 SEC Document, the Company 1998 SEC Documents do not contain any untrue statement of a material fact or 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, not misleading. The consolidated financial statements of the Company included in the Company SEC Documents complied at the time it was filed comply as to form in all material respects with applicable accounting requirements and the published rules and regulations of the SEC with respect thereto, was have been prepared in accordance with United States generally accepted accounting principles (“GAAP”) GAAP (except, in the case of unaudited statements, as permitted by Form 10-Q of the SEC or other rules and regulations of the SEC) applied on a consistent basis during the periods involved (except as may be indicated in the notes thereto) and fairly presented in all material respects present the consolidated financial position of the Company and its consolidated Subsidiaries subsidiaries as of the dates thereof and the consolidated results of their operations and cash flows for the periods shown then ended (subject, in the case of unaudited statements, to normal recurring year-end audit adjustments).
. Except as set forth in the Filed Company SEC Documents (c) Neither as defined in Section 3.08), neither the Company nor any Company Subsidiary has any liabilities liability or obligations obligation of any nature (whether accrued, absolute, contingent or otherwise) that, individually or in the aggregate, have has had or would reasonably be expected to have a Company Material Adverse Effect.
(d) The Company maintains a system of “internal control over financial reporting” (as defined in Rules 13a-15(f) and 15d-15(f) of the Exchange Act) sufficient to provide reasonable assurance (i) that transactions are recorded as necessary to permit preparation of financial statements in conformity with GAAP, consistently applied, (ii) that transactions are executed only in accordance with the authorization of management and (iii) regarding prevention or timely detection of the unauthorized acquisition, use or disposition of the Company’s properties or assets.
(e) The “disclosure controls and procedures” (as defined in Rules 13a-15(e) and 15d-15(e) of the Exchange Act) utilized by the Company are reasonably designed to ensure that all information (both financial and non-financial) required to be disclosed by the Company in the reports that it files or submits under the Exchange Act is recorded, processed, summarized and reported within the time periods specified in the rules and forms of the SEC and that all such information required to be disclosed is accumulated and communicated to the management of the Company, as appropriate, to allow timely decisions regarding required disclosure and to enable the chief executive officer and chief financial officer of the Company to make the certifications required under the Exchange Act with respect to such reports.
(f) Neither the Company nor any of the Company Subsidiaries is a party to, or has any commitment to become a party to, any joint venture, off-balance sheet partnership or any similar Contract (including any Contract or arrangement relating to any transaction or relationship between or among the Company and any of the Company Subsidiaries, on the one hand, and any unconsolidated Affiliate, including any structured finance, special purpose or limited purpose entity or Person, on the other hand, or any “off-balance sheet arrangements” (as defined in Item 303(a) of Regulation S-K under the Exchange Act)), where the result, purpose or intended effect of such Contract is to avoid disclosure of any material transaction involving, or material liabilities of, the Company or any of the Company Subsidiaries in the Company’s or such Company Subsidiary’s published financial statements or other Company SEC Documents.
(g) Since January 1, 2019, none of the Company, the Company’s independent accountants, the Company Board or the audit committee of the Company Board has received any oral or written notification of any (i) “significant deficiency” in the internal controls over financial reporting of the Company, (ii) “material weakness” in the internal controls over financial reporting of the Company or (iii) fraud, whether or not material, that involves management or other employees of the Company who have a significant role in the internal controls over financial reporting of the Company.
(h) None of the Company Subsidiaries is, or has at any time since January 1, 2019 been, subject to the reporting requirements of Section 13(a) or 15(d) of the Exchange Act.
Appears in 1 contract
SEC Documents; Undisclosed Liabilities. (a) The To its knowledge, the Company has furnished or filed all required reports, schedules, forms, statements and other documents (including exhibits and other information incorporated therein) required to be furnished or filed by the Company with the SEC since January 1December 31, 2017 1994 (as such documents, together with any documents filed with or furnished have been amended prior to the SEC during such period by date hereof, the Company on a voluntary basis on a Current Report on Form 8-K, but excluding the Proxy Statement, being collectively referred to as the “Company "SEC Documents”").
(b) Each Company . As of their respective dates, the SEC Document (i) at the time filed, Documents complied in all material respects with the requirements of requirements of the ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act of 2002 and the Exchange Securities Act or the Securities Exchange Act, as the case may be, and the rules and regulations of the SEC promulgated thereunder applicable to such Company SEC Document Documents, and (ii) did not at none of the time it was filed (or if amended or superseded by a filing or amendment prior to the date of this Agreement, then at the time of such filing or amendment) contain SEC Documents contained any untrue statement of a material fact or omit 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 such statements have been modified or superseded by a later Filed SEC Document. Each of the The consolidated financial statements of the Company included in the Company SEC Documents complied at the time it was filed as to form in all material respects with applicable accounting requirements and the published rules and regulations of the SEC with respect thereto, was have been prepared in accordance with United States generally accepted accounting principles (“GAAP”) GAAP (except, in the case of unaudited statements, as permitted by Form 10-Q of the SEC or other rules and regulations of the SEC) applied on a consistent basis during the periods involved (except as may be indicated in the notes thereto) and fairly presented in all material respects present the consolidated financial position of the Company and its the consolidated Subsidiaries of the Company as of the dates thereof and the consolidated results of their operations and cash flows for the periods shown then ended (subject, in the case of unaudited statements, to normal year-end audit adjustmentsadjustments and the absence of footnotes).
(c) Neither . Except as set forth in the Filed SEC Documents and for liabilities incurred in the ordinary course of business after the date hereof or incurred as permitted by this Agreement, neither the Company nor any Company Subsidiary of the Company's Subsidiaries has any liabilities or obligations of any nature (whether accrued, absolute, contingent or otherwise) thatrequired by GAAP to be set forth on a consolidated balance sheet of the Company and its consolidated Subsidiaries or in the notes thereto and which, individually or in the aggregate, have had or would could reasonably be expected to have a Company Material Adverse Effect.
(d) The Company maintains a system of “internal control over financial reporting” (as defined in Rules 13a-15(f) and 15d-15(f) of the Exchange Act) sufficient to provide reasonable assurance (i) that transactions are recorded as necessary to permit preparation of financial statements in conformity with GAAP, consistently applied, (ii) that transactions are executed only in accordance with the authorization of management and (iii) regarding prevention or timely detection of the unauthorized acquisition, use or disposition of the Company’s properties or assets.
(e) The “disclosure controls and procedures” (as defined in Rules 13a-15(e) and 15d-15(e) of the Exchange Act) utilized by the Company are reasonably designed to ensure that all information (both financial and non-financial) required to be disclosed by the Company in the reports that it files or submits under the Exchange Act is recorded, processed, summarized and reported within the time periods specified in the rules and forms of the SEC and that all such information required to be disclosed is accumulated and communicated to the management of the Company, as appropriate, to allow timely decisions regarding required disclosure and to enable the chief executive officer and chief financial officer of the Company to make the certifications required under the Exchange Act with respect to such reports.
(f) Neither the Company nor any of the Company Subsidiaries is a party to, or has any commitment to become a party to, any joint venture, off-balance sheet partnership or any similar Contract (including any Contract or arrangement relating to any transaction or relationship between or among the Company and any of the Company Subsidiaries, on the one hand, and any unconsolidated Affiliate, including any structured finance, special purpose or limited purpose entity or Person, on the other hand, or any “off-balance sheet arrangements” (as defined in Item 303(a) of Regulation S-K under the Exchange Act)), where the result, purpose or intended effect of such Contract is to avoid disclosure of any material transaction involving, or material liabilities of, the Company or any of the Company Subsidiaries in the Company’s or such Company Subsidiary’s published financial statements or other Company SEC Documents.
(g) Since January 1, 2019, none of the Company, the Company’s independent accountants, the Company Board or the audit committee of the Company Board has received any oral or written notification of any (i) “significant deficiency” in the internal controls over financial reporting of the Company, (ii) “material weakness” in the internal controls over financial reporting of the Company or (iii) fraud, whether or not material, that involves management or other employees of the Company who have a significant role in the internal controls over financial reporting of the Company.
(h) None of the Company Subsidiaries is, or has at any time since January 1, 2019 been, subject to the reporting requirements of Section 13(a) or 15(d) of the Exchange Act.
Appears in 1 contract
SEC Documents; Undisclosed Liabilities. (a) The Company has furnished or and the Company Subsidiaries have filed all reports, schedules, forms, statements and other documents (including exhibits and other information incorporated therein) required to be furnished or filed by the Company them with the SEC since January November 1, 2017 1996, pursuant to Sections 13(a) and 15(d) of the Exchange Act (such documents, together with any documents filed with or furnished to the SEC during such period by the Company on a voluntary basis on a Current Report on Form 8-K, but excluding the Proxy Statement, being collectively referred to as the “"Company SEC Documents”").
(b) Each . As of its respective date, each Company SEC Document (ia) at the time filed, complied in all material respects with the requirements of requirements of the ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act of 2002 and the Exchange Act or the Securities Act of 1933, as amended (the "Securities Act"), as the case may be, and the rules and regulations of the SEC promulgated thereunder applicable to such Company SEC Document and (iib) did not at the time it was filed (or if amended or superseded by a filing or amendment prior to the date of this Agreement, then at the time of such filing or amendment) 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. Each of the The consolidated financial statements of the Company included in the Company SEC Documents complied at the time it was filed comply as to form in all material respects with applicable accounting requirements and the published rules and regulations of the SEC with respect thereto, was have been prepared in accordance with United States U.S. generally accepted accounting principles (“"GAAP”") (except, in the case of unaudited statements, as permitted by Form 10-Q of the SEC or other rules and regulations of the SEC) applied on a consistent basis during the periods involved (except as may be indicated in the notes thereto) and fairly presented in all material respects present the consolidated financial position of the Company and its consolidated Subsidiaries subsidiaries as of the dates thereof and the consolidated results of their operations and cash flows for the periods shown then ended (subject, in the case of unaudited statements, to normal year-end audit adjustments) and are in all material respects in accordance with the books of accounts and records of the Company and the Company Subsidiaries. Except as set forth in the Company SEC Documents filed and publicly available prior to the date of this Agreement (the "Filed Company SEC Documents").
(c) Neither , and except as set forth in Section 3.06 of the Company Disclosure Letter, as of the date of this Agreement neither the Company nor any Company Subsidiary has any liabilities or obligations of any nature (whether accrued, absolute, contingent or otherwise) required by GAAP to be set forth on a consolidated balance sheet of the Company and its consolidated subsidiaries or in the notes thereto and that, individually or in the aggregate, have has had or would could reasonably be expected to have a Company Material Adverse Effect.
(d) The Company maintains a system of “internal control over financial reporting” (as defined in Rules 13a-15(f) and 15d-15(f) of the Exchange Act) sufficient to provide reasonable assurance (i) that transactions are recorded as necessary to permit preparation of financial statements in conformity with GAAP, consistently applied, (ii) that transactions are executed only in accordance with the authorization of management and (iii) regarding prevention or timely detection of the unauthorized acquisition, use or disposition of the Company’s properties or assets.
(e) The “disclosure controls and procedures” (as defined in Rules 13a-15(e) and 15d-15(e) of the Exchange Act) utilized by the Company are reasonably designed to ensure that all information (both financial and non-financial) required to be disclosed by the Company in the reports that it files or submits under the Exchange Act is recorded, processed, summarized and reported within the time periods specified in the rules and forms of the SEC and that all such information required to be disclosed is accumulated and communicated to the management of the Company, as appropriate, to allow timely decisions regarding required disclosure and to enable the chief executive officer and chief financial officer of the Company to make the certifications required under the Exchange Act with respect to such reports.
(f) Neither the Company nor any of the Company Subsidiaries is a party to, or has any commitment to become a party to, any joint venture, off-balance sheet partnership or any similar Contract (including any Contract or arrangement relating to any transaction or relationship between or among the Company and any of the Company Subsidiaries, on the one hand, and any unconsolidated Affiliate, including any structured finance, special purpose or limited purpose entity or Person, on the other hand, or any “off-balance sheet arrangements” (as defined in Item 303(a) of Regulation S-K under the Exchange Act)), where the result, purpose or intended effect of such Contract is to avoid disclosure of any material transaction involving, or material liabilities of, the Company or any of the Company Subsidiaries in the Company’s or such Company Subsidiary’s published financial statements or other Company SEC Documents.
(g) Since January 1, 2019, none of the Company, the Company’s independent accountants, the Company Board or the audit committee of the Company Board has received any oral or written notification of any (i) “significant deficiency” in the internal controls over financial reporting of the Company, (ii) “material weakness” in the internal controls over financial reporting of the Company or (iii) fraud, whether or not material, that involves management or other employees of the Company who have a significant role in the internal controls over financial reporting of the Company.
(h) None of the Company Subsidiaries is, or has at any time since January 1, 2019 been, subject to the reporting requirements of Section 13(a) or 15(d) of the Exchange Act.
Appears in 1 contract
SEC Documents; Undisclosed Liabilities. (a) The Except as set forth in Item 3.6 of the Company Disclosure Schedule, the Company has furnished or filed with the SEC since January 1, 1997 or, with respect to the Offer, will file with the SEC all required registration statements, reports, schedules, forms, statements, proxy or information statements and other documents (including exhibits and all other information incorporated therein) required to be furnished or filed by (the Company with the SEC since January 1, 2017 (such documents, together with any documents filed with or furnished to the SEC during such period by the Company on a voluntary basis on a Current Report on Form 8-K, but excluding the Proxy Statement, being collectively referred to as the “"Company SEC Documents”").
(b) Each . As of their respective dates, the Company SEC Document (i) at the time Documents complied or, with respect to those not yet filed, complied will comply in all material respects with the requirements of requirements of the ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Securities Act of 2002 and 1933 (the "Securities Act"), or the Exchange Act or the Securities Act, as the case may be, and and, in each case, the rules and regulations of the SEC promulgated thereunder applicable and, except to such the extent that information contained in any Company SEC Document has been revised and (ii) did not at the time it was filed (or if amended or superseded by a filing or amendment prior later filed Company SEC Document, did not or, with respect to the date of this Agreementthose not yet filed, then at the time of such filing or amendment) 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. Each of the consolidated The financial statements of the Company included in the Company SEC Documents complied at the time it was filed comply as to form form, as of their respective dates of filing with the SEC, in all material respects with applicable accounting requirements and the published rules and regulations of the SEC with respect thereto, was have been prepared in accordance with United States generally accepted accounting principles (“GAAP”) (except, in the case of unaudited statements, as permitted by Form 10-Q of the SEC or other rules and regulations of the SEC) applied on a consistent basis during the periods involved (except as may be indicated in the notes thereto) and fairly presented present in all material respects the consolidated financial position of the Company and its consolidated Subsidiaries as of the dates thereof and the consolidated results of their operations and cash flows for the periods shown then ended (subject, in the case of unaudited statements, to normal recurring year-end audit adjustments).
. Except for liabilities (ci) Neither the Company nor any Company Subsidiary has any liabilities or obligations of any nature (whether accrued, absolute, contingent or otherwise) that, individually reflected in such financial statements or in the aggregate, have had or would reasonably be expected to have a Company Material Adverse Effect.
(d) The Company maintains a system of “internal control over financial reporting” (as defined in Rules 13a-15(f) and 15d-15(f) of the Exchange Act) sufficient to provide reasonable assurance (i) that transactions are recorded as necessary to permit preparation of financial statements in conformity with GAAP, consistently appliednotes thereto, (ii) that transactions are executed only incurred in accordance the ordinary course of business consistent with past practice since the authorization of management and (iii) regarding prevention or timely detection date of the unauthorized acquisition, use or disposition most recent audited financial statements included in the Company SEC Documents filed and publicly available prior to the date of the Company’s properties or assets.
(e) The “disclosure controls and procedures” this Agreement (as defined in Rules 13a-15(e) and 15d-15(e) of the Exchange Act) utilized by the Company are reasonably designed to ensure that all information (both financial and non-financial) required to be disclosed by the Company in the reports that it files or submits under the Exchange Act is recorded, processed, summarized and reported within the time periods specified in the rules and forms of the SEC and that all such information required to be disclosed is accumulated and communicated amended to the management date of the Company, as appropriate, to allow timely decisions regarding required disclosure and to enable the chief executive officer and chief financial officer of the Company to make the certifications required under the Exchange Act with respect to such reports.
(f) Neither the Company nor any of the Company Subsidiaries is a party to, or has any commitment to become a party to, any joint venture, off-balance sheet partnership or any similar Contract (including any Contract or arrangement relating to any transaction or relationship between or among the Company and any of the Company Subsidiaries, on the one hand, and any unconsolidated Affiliate, including any structured finance, special purpose or limited purpose entity or Person, on the other hand, or any “off-balance sheet arrangements” (as defined in Item 303(a) of Regulation S-K under the Exchange Act)), where the result, purpose or intended effect of such Contract is to avoid disclosure of any material transaction involving, or material liabilities ofthis Agreement, the "Company or any of the Company Subsidiaries in the Company’s or such Company Subsidiary’s published financial statements or other Company SEC Documents.
(g) Since January 1, 2019, none of the Company, the Company’s independent accountants, the Company Board or the audit committee of the Company Board has received any oral or written notification of any (i) “significant deficiency” in the internal controls over financial reporting of the Company, (ii) “material weakness” in the internal controls over financial reporting of the Company or (iii) fraud, whether or not material, that involves management or other employees of the Company who have a significant role in the internal controls over financial reporting of the Company.
(h) None of the Company Subsidiaries is, or has at any time since January 1, 2019 been, subject to the reporting requirements of Section 13(a) or 15(d) of the Exchange Act.Filed
Appears in 1 contract
SEC Documents; Undisclosed Liabilities. (a) The Company has furnished or filed -------------------------------------- all required reports, schedules, forms, statements and other documents (including exhibits and other information incorporated therein) required to be furnished or filed by the Company with the SEC since January 1, 2017 1994, (such documentscollectively, together with any and in each case including all exhibits and schedules thereto and documents filed with or furnished to incorporated by reference therein, the "SEC Documents"). As of their respective dates, the SEC during such period by the Company on a voluntary basis on a Current Report on Form 8-K, but excluding the Proxy Statement, being collectively referred to as the “Company SEC Documents”).
(b) Each Company SEC Document (i) at the time filed, Documents complied in all material respects with the requirements of requirements of the ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act of 2002 and the Exchange Securities Act or the Securities Exchange Act, as the case may be, and the rules and regulations of the SEC promulgated thereunder applicable to such Company SEC Document Documents, and none of the SEC Documents (iiincluding any and all financial statements included therein) did not at the time it was filed (or if amended or superseded by a filing or amendment prior to the date of this Agreement, then at the time as of such filing or amendment) contain dates contained any untrue statement of a material fact or omit 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. Each of the The consolidated financial statements of the Company included in the Company SEC Documents complied at (the time it was filed "SEC Financial Statements") comply as to form in all material respects with applicable accounting requirements and the published rules and regulations of the SEC with respect thereto, was have been prepared in accordance with United States generally accepted accounting principles (“GAAP”) (except, in the case of unaudited consolidated quarterly statements, as permitted by Form 10-Q of the SEC or other rules and regulations of the SEC) applied on a consistent basis during the periods involved (except as may be indicated in the notes thereto) and fairly presented in all material respects present the consolidated financial position of the Company and its consolidated Subsidiaries subsidiaries as of the dates thereof and the consolidated results of their operations and cash flows for the periods shown then ended (subject, in the case of unaudited quarterly statements, to normal year-end audit adjustments).
(c) Neither . Since November 30, 1996, neither the Company nor any Company Subsidiary of its subsidiaries, has incurred any liabilities or obligations of any nature (whether accrued, absolute, contingent or otherwise) thatexcept (i) as and to the extent set forth on the audited balance sheet of the Company and its subsidiaries as of November 30, 1996 (including the notes thereto), (ii) as incurred in connection with the transactions contemplated by this Agreement, (iii) as incurred after November 30, 1996 in the ordinary course of business and consistent with past practice, (iv) as described in the SEC Documents filed since November 30, 1996 (the "Recent SEC Documents"), or (v) as would not, individually or in the aggregate, have had or would reasonably be expected to have a Company Material Adverse Effect.
(d) The Company maintains a system of “internal control over financial reporting” (as defined in Rules 13a-15(f) and 15d-15(f) of the Exchange Act) sufficient to provide reasonable assurance (i) that transactions are recorded as necessary to permit preparation of financial statements in conformity with GAAP, consistently applied, (ii) that transactions are executed only in accordance with the authorization of management and (iii) regarding prevention or timely detection of the unauthorized acquisition, use or disposition of the Company’s properties or assets.
(e) The “disclosure controls and procedures” (as defined in Rules 13a-15(e) and 15d-15(e) of the Exchange Act) utilized by the Company are reasonably designed to ensure that all information (both financial and non-financial) required to be disclosed by the Company in the reports that it files or submits under the Exchange Act is recorded, processed, summarized and reported within the time periods specified in the rules and forms of the SEC and that all such information required to be disclosed is accumulated and communicated to the management of the Company, as appropriate, to allow timely decisions regarding required disclosure and to enable the chief executive officer and chief financial officer of the Company to make the certifications required under the Exchange Act material adverse effect with respect to such reports.
(f) Neither the Company nor any of the Company Subsidiaries is a party to, or has any commitment to become a party to, any joint venture, off-balance sheet partnership or any similar Contract (including any Contract or arrangement relating to any transaction or relationship between or among the Company and any of the Company Subsidiaries, on the one hand, and any unconsolidated Affiliate, including any structured finance, special purpose or limited purpose entity or Person, on the other hand, or any “off-balance sheet arrangements” (as defined in Item 303(a) of Regulation S-K under the Exchange Act)), where the result, purpose or intended effect of such Contract is to avoid disclosure of any material transaction involving, or material liabilities of, the Company or any of the Company Subsidiaries in the Company’s or such Company Subsidiary’s published financial statements or other Company SEC Documents.
(g) Since January 1, 2019, none of the Company, the Company’s independent accountants, the Company Board or the audit committee of the Company Board has received any oral or written notification of any (i) “significant deficiency” in the internal controls over financial reporting of the Company, (ii) “material weakness” in the internal controls over financial reporting of the Company or (iii) fraud, whether or not material, that involves management or other employees of the Company who have a significant role in the internal controls over financial reporting of the Company.
(h) None of the Company Subsidiaries is, or has at any time since January 1, 2019 been, subject to the reporting requirements of Section 13(a) or 15(d) of the Exchange Act.
Appears in 1 contract
SEC Documents; Undisclosed Liabilities. (ai) The Company has furnished or Westvaco and its subsidiaries have filed all required registration statements, prospectuses, reports, schedules, forms, statements and other documents (including exhibits and all other information incorporated therein) required to be furnished or filed by the Company with the SEC since January May 1, 2017 1999 (such documents, together with any documents filed with or furnished to the SEC during such period by the Company on a voluntary basis on a Current Report on Form 8-K, but excluding the Proxy Statement, being collectively referred to as the “Company "Westvaco SEC Documents”").
(b) Each Company . As of their respective dates, the Westvaco SEC Document (i) at the time filed, Documents complied in all material respects with the requirements of requirements of the ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act of 2002 and the Exchange Securities Act or the Securities Exchange Act, as the case may be, and the rules and regulations of the SEC promulgated thereunder applicable to such Company Westvaco SEC Document Documents, and (ii) did not none of the Westvaco SEC Documents when filed and at the time it was filed (or their respective effective times, if amended or superseded by a filing or amendment prior to the date of this Agreementapplicable, then at the time of such filing or amendment) contain contained any untrue statement of a material fact or omit 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. Each of the consolidated .
(ii) The financial statements of the Company Westvaco included in the Company Westvaco SEC Documents complied at the time it was filed comply as to form form, as of their respective dates of filing with the SEC, in all material respects with applicable accounting requirements and the published rules and regulations of the SEC with respect thereto, was have been prepared in accordance with United States generally accepted accounting principles (“GAAP”) GAAP (except, in the case of unaudited statements, as permitted by Form 10-Q of the SEC or other rules and regulations of the SEC) applied on a consistent basis during the periods involved (except as may be indicated in the notes thereto) and fairly presented in all material respects present the consolidated financial position of the Company Westvaco and its consolidated Subsidiaries subsidiaries as of the dates thereof and the consolidated results of their operations and cash flows for the periods shown then ended (subject, in the case of unaudited statements, to normal year-end audit adjustmentsadjustments which are not material).
(ciii) Neither Except (A) as reflected in such financial statements or in the Company notes thereto, (B) for liabilities incurred in connection with this Agreement or the transactions contemplated hereby and (C) for liabilities incurred since May 1, 2001 in the ordinary course of business consistent with past practice, neither Westvaco nor any Company Subsidiary of its subsidiaries has any liabilities or obligations of any nature (whether accrued, absolute, contingent or otherwise) thatwhich, individually or in the aggregate, have had or would are reasonably be expected likely to have a Company Material Adverse Effectmaterial adverse effect on Westvaco.
(d) The Company maintains a system of “internal control over financial reporting” (as defined in Rules 13a-15(f) and 15d-15(f) of the Exchange Act) sufficient to provide reasonable assurance (i) that transactions are recorded as necessary to permit preparation of financial statements in conformity with GAAP, consistently applied, (ii) that transactions are executed only in accordance with the authorization of management and (iii) regarding prevention or timely detection of the unauthorized acquisition, use or disposition of the Company’s properties or assets.
(e) The “disclosure controls and procedures” (as defined in Rules 13a-15(e) and 15d-15(e) of the Exchange Act) utilized by the Company are reasonably designed to ensure that all information (both financial and non-financial) required to be disclosed by the Company in the reports that it files or submits under the Exchange Act is recorded, processed, summarized and reported within the time periods specified in the rules and forms of the SEC and that all such information required to be disclosed is accumulated and communicated to the management of the Company, as appropriate, to allow timely decisions regarding required disclosure and to enable the chief executive officer and chief financial officer of the Company to make the certifications required under the Exchange Act with respect to such reports.
(f) Neither the Company nor any of the Company Subsidiaries is a party to, or has any commitment to become a party to, any joint venture, off-balance sheet partnership or any similar Contract (including any Contract or arrangement relating to any transaction or relationship between or among the Company and any of the Company Subsidiaries, on the one hand, and any unconsolidated Affiliate, including any structured finance, special purpose or limited purpose entity or Person, on the other hand, or any “off-balance sheet arrangements” (as defined in Item 303(a) of Regulation S-K under the Exchange Act)), where the result, purpose or intended effect of such Contract is to avoid disclosure of any material transaction involving, or material liabilities of, the Company or any of the Company Subsidiaries in the Company’s or such Company Subsidiary’s published financial statements or other Company SEC Documents.
(g) Since January 1, 2019, none of the Company, the Company’s independent accountants, the Company Board or the audit committee of the Company Board has received any oral or written notification of any (i) “significant deficiency” in the internal controls over financial reporting of the Company, (ii) “material weakness” in the internal controls over financial reporting of the Company or (iii) fraud, whether or not material, that involves management or other employees of the Company who have a significant role in the internal controls over financial reporting of the Company.
(h) None of the Company Subsidiaries is, or has at any time since January 1, 2019 been, subject to the reporting requirements of Section 13(a) or 15(d) of the Exchange Act.
Appears in 1 contract
SEC Documents; Undisclosed Liabilities. (a) The Company has furnished or filed all required registration statements, prospectuses, reports, schedules, forms, statements and other documents (including exhibits and all other information incorporated therein) required to be furnished or filed by the Company with the SEC since January 1December 31, 2017 1993 (such documents, together with any documents filed with or furnished to the SEC during such period by the Company on a voluntary basis on a Current Report on Form 8-K, but excluding the Proxy Statement, being collectively referred to as the “"Company SEC Documents”").
(b) Each . As of their respective dates, the Company SEC Document (i) at the time filed, Documents complied in all material respects with the requirements of requirements of the ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act of 2002 and the Exchange Securities Act or the Securities Exchange Act, as the case may be, applicable to the Company SEC Documents, and the rules and regulations none of the SEC promulgated thereunder applicable to such Company SEC Document and (ii) did not at the time it was filed (or if amended or superseded by a filing or amendment prior to the date of this AgreementDocuments, then at the time of such filing or amendment) contain when filed, contained any untrue statement of a material fact or omit 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. Each of the consolidated The financial statements of the Company included in the Company SEC Documents complied at the time it was filed comply as to form form, as of their respective dates of filing with the SEC, in all material respects with applicable accounting requirements and the published rules and regulations of the SEC with respect thereto, was have been prepared in accordance with United States generally accepted accounting principles (“GAAP”) GAAP (except, in the case of unaudited statements, as permitted by Form 10-Q of the SEC or other rules and regulations of the SEC) applied on a consistent basis during the periods involved (except as may be indicated in the notes thereto) and fairly presented in all material respects present the consolidated financial position of the Company and its consolidated Subsidiaries subsidiaries as of the dates thereof and the consolidated results of their operations and cash flows for the periods shown then ended (subject, in the case of unaudited statements, to normal year-end audit adjustments).
(c) Neither the Company nor any Company Subsidiary has any liabilities or obligations of any nature (whether accrued, absolute, contingent or otherwise) that, individually or in the aggregate, have had or would reasonably be expected to have a Company Material Adverse Effect.
(d) The Company maintains a system of “internal control over financial reporting” (as defined in Rules 13a-15(f) and 15d-15(f) of the Exchange Act) sufficient to provide reasonable assurance (i) that transactions are recorded as necessary to permit preparation of . Such financial statements in conformity with GAAP, consistently applied, (ii) that transactions are executed only reflect appropriate reserves established for all Automobile Contracts and general ledger accounts in accordance with GAAP. All material information regarding the authorization of management "Year 2000" issue is fully and (iii) regarding prevention or timely detection of the unauthorized acquisition, use or disposition of the Company’s properties or assets.
(e) The “disclosure controls and procedures” (as defined in Rules 13a-15(e) and 15d-15(e) of the Exchange Act) utilized by the Company are reasonably designed to ensure that all information (both financial and non-financial) required to be adequately disclosed by the Company in the reports that it files or submits under the Exchange Act is recorded, processed, summarized and reported within the time periods specified in the rules and forms of the SEC and that all such information required to be disclosed is accumulated and communicated to the management of the Company, as appropriate, to allow timely decisions regarding required disclosure and to enable the chief executive officer and chief financial officer of the Company to make the certifications required under the Exchange Act with respect to such reports.
(f) Neither the Company nor any of the Company Subsidiaries is a party to, or has any commitment to become a party to, any joint venture, off-balance sheet partnership or any similar Contract (including any Contract or arrangement relating to any transaction or relationship between or among the Company and any of the Company Subsidiaries, on the one hand, and any unconsolidated Affiliate, including any structured finance, special purpose or limited purpose entity or Person, on the other hand, or any “off-balance sheet arrangements” (as defined in Item 303(a) of Regulation S-K under the Exchange Act)), where the result, purpose or intended effect of such Contract is to avoid disclosure of any material transaction involving, or material liabilities of, the Company or any of the Company Subsidiaries in the Company’s or such Company Subsidiary’s published financial statements or other Company 's SEC Documents.
(g) Since January 1, 2019, none of the Company, the Company’s independent accountants, the Company Board or the audit committee of the Company Board has received any oral or written notification of any (i) “significant deficiency” in the internal controls over financial reporting of the Company, (ii) “material weakness” in the internal controls over financial reporting of the Company or (iii) fraud, whether or not material, that involves management or other employees of the Company who have a significant role in the internal controls over financial reporting of the Company.
(h) None of the Company Subsidiaries is, or has at any time since January 1, 2019 been, subject to the reporting requirements of Section 13(a) or 15(d) of the Exchange Act.
Appears in 1 contract
Sources: Securities Purchase Agreement (Levine Leichtman Capital Partners Ii Lp)
SEC Documents; Undisclosed Liabilities. (a) The Company has furnished or filed all reports, schedules, forms, statements and other documents (including exhibits and other information incorporated therein) required to be furnished or filed by the Company with the SEC since January 1December 31, 2017 (such documents, together with any documents filed with or furnished 2009 pursuant to Sections 13(a) and 15(d) of the SEC during such period by the Company on a voluntary basis on a Current Report on Form 8-K, but excluding the Proxy Statement, being collectively referred to as the “Company SEC Documents”)Exchange Act.
(b) Each As of its respective date, each Company SEC Document (i) at filed with the time filed, SEC complied in all material respects with the requirements of requirements of the ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act of 2002 and the Exchange Act or the Securities Act, as the case may be, and the rules and regulations of the SEC promulgated thereunder applicable to such Company SEC Document Document, and (ii) did not at the time it was filed (or if amended or superseded by a filing or amendment prior to the date of this Agreement, then at the time of such filing or amendment) 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. Each Except to the extent that information contained in any Company SEC Document filed with the SEC has been revised or superseded by a later filed Company SEC Document, none of the Company SEC Documents filed with the SEC contained 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 consolidated financial statements of the Company included in the Company SEC Documents complied at filed with the time it was filed SEC comply as to form in all material respects with applicable accounting requirements and the published rules and regulations of the SEC with respect thereto, was have been prepared in accordance with United States generally accepted accounting principles (“GAAP”) (except, in the case of unaudited statements, as permitted by Form 10-Q of the SEC or other rules and regulations of the SEC) GAAP applied on a consistent basis during the periods involved (except as may be indicated in the notes thereto) and fairly presented present in all material respects the consolidated financial position of the Company and its consolidated Subsidiaries as of the dates thereof and the consolidated results of their operations and cash flows for the periods shown (subject, in the case of unaudited statements, to normal year-end audit adjustments).
(c) Neither Except (i) as reflected or reserved against in the balance sheet (or the notes thereto) as of December 31, 2010 included in the Company SEC Documents, (ii) as permitted or contemplated by this Agreement, (iii) for liabilities and obligations incurred since December 31, 2010 in the ordinary course of business, and (iv) for liabilities or obligations which have been discharged or paid in full in the ordinary course of business, neither the Company nor any Company Subsidiary of its Subsidiaries has any liabilities or obligations of any nature (nature, whether or not accrued, absolute, contingent or otherwise) that, that would be required by GAAP to be reflected on a consolidated balance sheet of the Company and its consolidated Subsidiaries (or in the notes thereto), other than those that would not, individually or in the aggregate, have had or would reasonably be expected to have a Company Material Adverse EffectEffect on the Company.
(d) The Company maintains a system of “internal control over financial reporting” (as defined in Rules 13a-15(f13a−15(f) and 15d-15(f15d−15(f) of the Exchange Act) sufficient to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with GAAP and includes those policies and procedures that (i) pertain to the maintenance of records that in reasonable detail accurately and fairly reflect the transactions and dispositions of the Company’s and its Subsidiaries’ assets; (ii) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in conformity accordance with GAAP, consistently applied, (ii) and that transactions the Company’s and its Subsidiaries’ receipts and expenditures are executed being made only in accordance with authorizations of the authorization of Company’s management and directors; and (iii) provide reasonable assurance regarding prevention or timely detection of the unauthorized acquisition, use or disposition of the Company’s properties or assetsand its Subsidiaries’ assets that could have a material effect on the Company’s financial statements.
(e) The “disclosure controls and procedures” (as defined in Rules 13a-15(e13a−15(e) and 15d-15(e15d−15(e) of the Exchange Act) utilized by the Company are reasonably designed to ensure that all information (both financial and non-financialnon−financial) required to be disclosed by the Company in the reports that it files or submits under the Exchange Act is recorded, processed, summarized and reported within the time periods specified in the rules and forms of the SEC and that all such information required to be disclosed is accumulated and communicated to the management of the Company, as appropriate, to allow timely decisions regarding required disclosure and to enable the chief executive officer and chief financial officer of the Company to make the certifications required under the Exchange Act with respect to such reports.
(f) Neither the Company nor any of the Company Subsidiaries is a party to, or has any commitment to become a party to, any joint venture, off-balance sheet partnership or any similar Contract (including any Contract or arrangement relating to any transaction or relationship between or among the Company and any of the Company Subsidiaries, on the one hand, and any unconsolidated Affiliate, including any structured finance, special purpose or limited purpose entity or Person, on the other hand, or any “off-balance sheet arrangements” (as defined in Item 303(a) of Regulation S-K under the Exchange Act)), where the result, purpose or intended effect of such Contract is to avoid disclosure of any material transaction involving, or material liabilities of, the Company or any of the Company Subsidiaries in the Company’s or such Company Subsidiary’s published financial statements or other Company SEC Documents.
(g) Since January 1, 2019, none of the Company, the Company’s independent accountants, the Company Board or the audit committee of the Company Board has received any oral or written notification of any (i) “significant deficiency” in the internal controls over financial reporting of the Company, (ii) “material weakness” in the internal controls over financial reporting of the Company or (iii) fraud, whether or not material, that involves management or other employees of the Company who have a significant role in the internal controls over financial reporting of the Company.
(h) None of the Company Subsidiaries is, or has at any time since January 1, 2019 been, subject to the reporting requirements of Section 13(a) or 15(d) of the Exchange Act.
Appears in 1 contract
Sources: Merger Agreement (Fundtech LTD)
SEC Documents; Undisclosed Liabilities. (a) The Company has furnished or filed all required reports, schedules, forms, statements and other documents (including exhibits and all other information incorporated therein) required to be furnished or filed by the Company with the SEC since January 1, 2017 2000 (such documents, together with any documents filed with or furnished to the SEC during such period by the Company on a voluntary basis on a Current Report on Form 8-K, but excluding the Proxy Statement, being collectively referred to as the “Company Filed SEC Documents”).
(b) Each . As of their respective filing dates, the Company Filed SEC Document (i) at the time filed, Documents complied in all material respects with the requirements of requirements of the ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Securities Act of 2002 1933, as amended, and the Exchange Act rules and regulations promulgated thereunder (the “Securities Act”) or the Securities Exchange Act, as the case may be, and the rules and regulations none of the Company Filed SEC promulgated thereunder applicable to such Company SEC Document and (ii) did not at the time it was Documents when filed (or if amended or superseded by a filing or amendment prior to the date of this Agreement, then at the time of such filing or amendment) contain contained any untrue statement of a material fact or omit 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. Each Except to the extent that information contained in a Company Filed SEC Document has been revised or superseded in a Company Filed SEC Document, none of the Company Filed 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.
(b) The consolidated financial statements of the Company included in the Company Filed SEC Documents complied at the time it was filed as to form form, as of their respective dates of filing with the SEC, in all material respects with applicable accounting requirements and the published rules and regulations of the SEC with respect theretothereto (the “Accounting Rules”), was have been prepared in accordance with United States generally accepted accounting principles (“GAAP”) (except, in the case of unaudited statements, as permitted by Form 10-Q of the SEC or other applicable rules and regulations of the SEC) applied on a consistent basis during the periods involved (except as may be indicated in the notes thereto) and fairly presented present, in accordance with applicable requirements of GAAP in all material respects respects, the consolidated financial position of the Company and its consolidated Subsidiaries as of the dates thereof and the consolidated results of their operations and cash flows for the periods shown then ended (subject, in the case of unaudited statements, to normal recurring non-material year-end audit adjustments).
. Except (ci) Neither as reflected in the most recent financial statements included in the Company Filed SEC Documents or in the notes thereto or (ii) for liabilities (A) incurred in the ordinary course of business since the date of the most recent financial statements included in the Company Filed SEC Documents, (B) relating to obligations under leases and contracts in accordance with the terms and conditions thereof which are not required by GAAP to be reflected on a regularly prepared balance sheet and (C) incurred in connection with the Transactions, including any fees and expenses to be paid by the Company, neither the Company nor any Company Subsidiary of its Subsidiaries has any liabilities or obligations of any nature (whether accrued, absolute, contingent or otherwise) that, individually or in the aggregate, have had or that would reasonably be expected likely to have a Company Material Adverse Effect.
(c) Section 3.5(c) of the Company Disclosure Letter contains the unaudited consolidated financial statements of the Company as of November 30, 2003 and such financial statements have been prepared in accordance with GAAP applied on a consistent basis and present fairly, in all material respects, the financial position of the Company and its consolidated Subsidiaries as of November 30, 2003 and their consolidated results of operations and cash flows for the period then ended (subject to the absence of footnotes thereto and to normal and recurring year-end adjustments).
(d) The Company maintains a system of “internal control over financial reporting” has established and maintained (i) disclosure controls and procedures (as defined in Rules 13a-15(f) and 15d-15(f) of Rule 13a-15 promulgated under the Exchange Act) sufficient to provide reasonable assurance (i) that transactions are recorded as necessary to permit preparation of financial statements in conformity with GAAP, consistently applied, and (ii) that transactions are executed only in accordance with the authorization of management and (iii) regarding prevention or timely detection of the unauthorized acquisition, use or disposition of the Company’s properties or assets.
(e) The “disclosure internal controls and procedures” over financial reporting (as defined in Rules 13a-15(e) and 15d-15(e) of the Exchange Act) utilized by the Company are reasonably designed to ensure that all information (both financial and non-financial) required to be disclosed by the Company in the reports that it files or submits under the Exchange Act is recorded, processed, summarized and reported within the time periods specified in the rules and forms of the SEC and that all such information required to be disclosed is accumulated and communicated to the management of the Company, as appropriate, to allow timely decisions regarding required disclosure and to enable the chief executive officer and chief financial officer of the Company to make the certifications required under the Exchange Act with respect to such reports.
(f) Neither the Company nor any of the Company Subsidiaries is a party to, or has any commitment to become a party to, any joint venture, off-balance sheet partnership or any similar Contract (including any Contract or arrangement relating to any transaction or relationship between or among the Company and any of the Company Subsidiaries, on the one hand, and any unconsolidated Affiliate, including any structured finance, special purpose or limited purpose entity or Person, on the other hand, or any “off-balance sheet arrangements” (as defined in Item 303(a) of Regulation S-K Rule 13a-15 promulgated under the Exchange Act)), where . To the result, purpose or intended effect of such Contract is to avoid disclosure of any material transaction involving, or material liabilities of, the Company or any of the Company Subsidiaries in the Company’s or such Company Subsidiary’s published financial statements or other Company SEC Documents.
(g) Since January 1, 2019, none Knowledge of the Company, the Company’s independent accountants, the Company Board or the audit committee of the Company Board has received any oral or written notification of any (i) “significant deficiency” in such disclosure controls and procedures are effective to ensure that material information relating to the Company, including its consolidated subsidiaries, is made known to the Company's senior management by others within those entities, particularly during the period when the Company's periodic reports to which such information relates are required to be prepared, (ii) such internal controls over financial reporting provide reasonable assurance regarding the reliability of the Company, (ii) “material weakness” in the internal controls over financial reporting and the preparation of the Company or financial statements for external purposes in accordance with GAAP, (iii) there are no significant deficiencies or material weaknesses in the design or operation of Company's internal controls which could materially adversely affect Company's ability to record, process, summarize and report financial data and (iv) there is no fraud, whether or not material, that involves management or other employees of the Company who have a significant role in Company's internal controls. As used in this Section 3.5(b), the internal controls over financial reporting of term “file” shall be broadly construed to include any manner in which a document or information is furnished, supplied or otherwise made available to the CompanySEC.
(he) None The Company has timely filed and made available to Parent all certifications and statements required by (i) Rule 13a-14 or Rule 15d-14 under the Exchange Act or (ii) 18 U.S.C. Section 1350 (Section 906 of the ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act of 2002) with respect to any Company Subsidiaries is, or has at any time since January 1, 2019 been, subject to the reporting requirements of Section 13(a) or 15(d) of the Exchange ActSEC Document.
Appears in 1 contract
SEC Documents; Undisclosed Liabilities. (a) The Company has furnished or -------------------------------------- filed all required reports, schedules, forms, forms and registration statements and other documents (including exhibits and other information incorporated therein) required to be furnished or filed by the Company with the SEC since January 1, 2017 1998 (such documentscollectively, together with any and in each case including all exhibits and schedules thereto and documents filed with or furnished to incorporated by reference therein, the "SEC Documents"). As of their respective dates, the SEC during such period by the Company on a voluntary basis on a Current Report on Form 8-K, but excluding the Proxy Statement, being collectively referred to as the “Company SEC Documents”).
(b) Each Company SEC Document (i) at the time filed, Documents complied in all material respects with the requirements of requirements of the ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act of 2002 and the Exchange Securities Act or the Securities Exchange Act, as the case may be, and the rules and regulations of the SEC promulgated thereunder applicable to such Company SEC Document Documents, and none of the SEC Documents (iiincluding any and all financial statements included therein) did not at the time it was filed (or if amended or superseded by a filing or amendment prior to the date of this Agreement, then at the time as of such filing or amendment) contain dates contained any untrue statement of a material fact or omit 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. Each of the The consolidated financial statements of the Company included in the Company SEC Documents complied at (the time it was filed "SEC Financial Statements") comply as to form in all material respects with applicable accounting requirements and the published rules and regulations of the SEC with respect thereto, was have been prepared in accordance with United States generally accepted accounting principles (“GAAP”) (except, in the case of unaudited consolidated quarterly statements, as permitted by Form 10-Q of the SEC or other rules and regulations of the SEC) applied on a consistent basis during the periods involved (except as may be indicated in the notes thereto) and fairly presented present in all material respects the consolidated financial position of the Company and its consolidated Subsidiaries subsidiaries as of the dates thereof and the consolidated results of their operations and cash flows for the periods shown then ended (subject, in the case of unaudited quarterly statements, to normal year-end audit adjustments).
(c) Neither . Since December 31, 1999, neither the Company nor any Company Subsidiary of its subsidiaries, has incurred any liabilities or obligations of any nature (whether accrued, absolute, contingent or otherwise) thatrequired, if known, to be reflected or reserved against on a consolidated balance sheet of the Company prepared in accordance with GAAP except (i) as and to the extent set forth on the audited balance sheet of the Company and its subsidiaries as of December 31, 1999 (including the notes thereto), (ii) as incurred in connection with the transactions contemplated by this Agreement, (iii) as incurred after December 31, 1999 in the ordinary course of business and consistent with past practice, (iv) as described in the SEC Documents filed since December 31, 1999 (the "Recent SEC Documents"), or (v) as would not, individually or in the aggregate, have had or would reasonably be expected to have a Company Material Adverse Effect.
(d) The Company maintains a system of “internal control over financial reporting” (as defined in Rules 13a-15(f) and 15d-15(f) of the Exchange Act) sufficient to provide reasonable assurance (i) that transactions are recorded as necessary to permit preparation of financial statements in conformity with GAAP, consistently applied, (ii) that transactions are executed only in accordance with the authorization of management and (iii) regarding prevention or timely detection of the unauthorized acquisition, use or disposition of the Company’s properties or assets.
(e) The “disclosure controls and procedures” (as defined in Rules 13a-15(e) and 15d-15(e) of the Exchange Act) utilized by the Company are reasonably designed to ensure that all information (both financial and non-financial) required to be disclosed by the Company in the reports that it files or submits under the Exchange Act is recorded, processed, summarized and reported within the time periods specified in the rules and forms of the SEC and that all such information required to be disclosed is accumulated and communicated to the management of the Company, as appropriate, to allow timely decisions regarding required disclosure and to enable the chief executive officer and chief financial officer of the Company to make the certifications required under the Exchange Act with respect to such reports.
(f) Neither the Company nor any of the Company Subsidiaries is a party to, or has any commitment to become a party to, any joint venture, off-balance sheet partnership or any similar Contract (including any Contract or arrangement relating to any transaction or relationship between or among the Company and any of the Company Subsidiaries, on the one hand, and any unconsolidated Affiliate, including any structured finance, special purpose or limited purpose entity or Person, on the other hand, or any “off-balance sheet arrangements” (as defined in Item 303(a) of Regulation S-K under the Exchange Act)), where the result, purpose or intended effect of such Contract is to avoid disclosure of any material transaction involving, or material liabilities of, the Company or any of the Company Subsidiaries in the Company’s or such Company Subsidiary’s published financial statements or other Company SEC Documents.
(g) Since January 1, 2019, none of the Company, the Company’s independent accountants, the Company Board or the audit committee of the Company Board has received any oral or written notification of any (i) “significant deficiency” in the internal controls over financial reporting of the Company, (ii) “material weakness” in the internal controls over financial reporting of the Company or (iii) fraud, whether or not material, that involves management or other employees of the Company who have a significant role in the internal controls over financial reporting of the Company.
(h) None of the Company Subsidiaries is, or has at any time since January 1, 2019 been, subject to the reporting requirements of Section 13(a) or 15(d) of the Exchange Act.
Appears in 1 contract
SEC Documents; Undisclosed Liabilities. (a) The Company has furnished or filed all required reports, schedules, forms, statements and other documents (including exhibits and other information incorporated therein) required to be furnished or filed by the Company with the SEC since January 1, 2017 1997 (such documentsthe "SEC Documents"). As of their respective dates, together with any documents filed with or furnished to the SEC during such period by the Company on a voluntary basis on a Current Report on Form 8-K, but excluding the Proxy Statement, being collectively referred to as the “Company SEC Documents”).
(b) Each Company SEC Document (i) at the time filed, Documents complied in all material respects with the requirements of requirements of the ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Securities Act of 2002 and 1933 (the "Securities Act"), or the Exchange Act or the Securities Act, as the case may be, and the rules and regulations of the SEC promulgated thereunder applicable to such Company SEC Document Documents, and (ii) did not at none of the time it was filed (or if amended or superseded by a filing or amendment prior to the date of this Agreement, then at the time of such filing or amendment) contain SEC Documents contained any untrue statement of a material fact or omit 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. Each of the consolidated The financial statements of the Company included in the Company SEC Documents complied at the time it was filed comply as to form in all material respects with applicable accounting requirements and the published rules and regulations of the SEC with respect thereto, was have been prepared in accordance with United States generally accepted accounting principles (“GAAP”) GAAP (except, in the case of unaudited statements, as permitted by Form 10-Q of the SEC or other rules and regulations of the SEC) applied on a consistent basis during the periods involved (except as may be indicated in the notes thereto) and fairly presented in all material respects present the consolidated financial position of the Company and its consolidated Subsidiaries subsidiaries as of the dates thereof and the consolidated results of their operations and cash flows for the periods shown then ended (subject, in the case of unaudited statements, to normal year-end audit adjustments).
. Except as set forth in the Filed SEC Documents (c) Neither as defined below), neither the Company nor any Company Subsidiary of its subsidiaries has any liabilities or obligations of any nature (whether accrued, absolute, contingent or otherwise) thatrequired by GAAP to be set forth on a consolidated balance sheet of the Company and its consolidated subsidiaries or in the notes thereto and which, individually or in the aggregate, have had or would reasonably be expected to have a Company Material Adverse Effect.
(d) The Company maintains a system of “internal control over financial reporting” (as defined in Rules 13a-15(f) and 15d-15(f) of the Exchange Act) sufficient to provide reasonable assurance (i) that transactions are recorded as necessary to permit preparation of financial statements in conformity with GAAP, consistently applied, (ii) that transactions are executed only in accordance with the authorization of management and (iii) regarding prevention or timely detection of the unauthorized acquisition, use or disposition of the Company’s properties or assets.
(e) The “disclosure controls and procedures” (as defined in Rules 13a-15(e) and 15d-15(e) of the Exchange Act) utilized by the Company are reasonably designed to ensure that all information (both financial and non-financial) required to be disclosed by the Company in the reports that it files or submits under the Exchange Act is recorded, processed, summarized and reported within the time periods specified in the rules and forms of the SEC and that all such information required to be disclosed is accumulated and communicated to the management of the Company, as appropriate, to allow timely decisions regarding required disclosure and to enable the chief executive officer and chief financial officer of the Company to make the certifications required under the Exchange Act with respect to such reports.
(f) Neither the Company nor any of the Company Subsidiaries is a party to, or has any commitment to become a party to, any joint venture, off-balance sheet partnership or any similar Contract (including any Contract or arrangement relating to any transaction or relationship between or among the Company and any of the Company Subsidiaries, Effect on the one hand, and any unconsolidated Affiliate, including any structured finance, special purpose or limited purpose entity or Person, on the other hand, or any “off-balance sheet arrangements” (as defined in Item 303(a) of Regulation S-K under the Exchange Act)), where the result, purpose or intended effect of such Contract is to avoid disclosure of any material transaction involving, or material liabilities of, the Company or any of the Company Subsidiaries in the Company’s or such Company Subsidiary’s published financial statements or other Company SEC Documents.
(g) Since January 1, 2019, none of the Company, the Company’s independent accountants, the Company Board or the audit committee of the Company Board has received any oral or written notification of any (i) “significant deficiency” in the internal controls over financial reporting of the Company, (ii) “material weakness” in the internal controls over financial reporting of the Company or (iii) fraud, whether or not material, that involves management or other employees of the Company who have a significant role in the internal controls over financial reporting of the Company.
(h) None of the Company Subsidiaries is, or has at any time since January 1, 2019 been, subject to the reporting requirements of Section 13(a) or 15(d) of the Exchange Act.
Appears in 1 contract
Sources: Merger Agreement (Lazard Freres Real Estate Investors LLC)
SEC Documents; Undisclosed Liabilities. (a) The Company Fuhua has furnished or filed all reports, schedules, forms, statements and other documents (including exhibits and other information incorporated therein) required to be furnished or filed by the Company it with the SEC since January February 1, 2017 2008 pursuant to Sections 13(a), 14(a) and 15(d) of the Exchange Act (such documents, together with any documents filed with or furnished to the "SEC during such period by the Company on a voluntary basis on a Current Report on Form 8-K, but excluding the Proxy Statement, being collectively referred to as the “Company SEC Documents”Reports").
(b) Each Company As of its respective filing date, each SEC Document (i) at the time filed, Report complied in all material respects with the requirements of requirements of the ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act of 2002 and the Exchange Act or the Securities Act, as the case may be, and the rules and regulations of the SEC promulgated thereunder applicable to such Company SEC Document and (ii) did not at Report. Except to the time it was filed (or if amended extent that information contained in any SEC Report has been revised or superseded by a filing or amendment prior to later SEC Report, none of the date of this Agreement, then at the time of such filing or amendment) contain SEC Reports contains any untrue statement of a material fact or omit omits to state a 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. Each of the The consolidated financial statements of the Company Fuhua included in the Company SEC Documents complied at the time it was filed Reports comply as to form in all material respects with applicable accounting requirements and the published rules and regulations of the SEC with respect thereto, was have been prepared in accordance with United States the U.S. generally accepted accounting principles (“GAAP”) (except, in the case of unaudited statements, as permitted by Form 10-Q of the SEC or other rules and regulations of the SEC) applied on a consistent basis during the periods involved (except as may be indicated in the notes thereto) and fairly presented in all material respects present the consolidated financial position of the Company Fuhua and its consolidated Subsidiaries subsidiaries as of the dates thereof and the consolidated results of their operations and cash flows for the periods shown (subject, in the case of unaudited statements, to normal year-end audit adjustments).
(c) Neither Except as set forth in the Company nor any Company Subsidiary SEC Reports, Fuhua has any no liabilities or obligations of any nature (whether accrued, absolute, contingent or otherwise) that, individually required by U.S. generally accepted accounting principles to be set forth on a balance sheet of Fuhua or in the aggregate, have had or would reasonably be expected to have a Company Material Adverse Effectnotes thereto.
(d) The Company maintains a system of “internal control over financial reporting” (as defined in Rules 13a-15(f) and 15d-15(f) of the Exchange Act) sufficient to provide reasonable assurance (i) that transactions are recorded as necessary to permit preparation of financial statements in conformity with GAAP, consistently applied, (ii) that transactions are executed only in accordance with the authorization of management and (iii) regarding prevention or timely detection of the unauthorized acquisition, use or disposition of the Company’s properties or assets.
(e) The “disclosure controls and procedures” (as defined in Rules 13a-15(e) and 15d-15(e) of the Exchange Act) utilized by the Company are reasonably designed to ensure that all information (both financial and non-financial) required to be disclosed by the Company in the reports that it files or submits under the Exchange Act is recorded, processed, summarized and reported within the time periods specified in the rules and forms of the SEC and that all such information required to be disclosed is accumulated and communicated to the management of the Company, as appropriate, to allow timely decisions regarding required disclosure and to enable the chief executive officer and chief financial officer of the Company to make the certifications required under the Exchange Act with respect to such reports.
(f) Neither the Company nor any of the Company Subsidiaries is a party to, or has any commitment to become a party to, any joint venture, off-balance sheet partnership or any similar Contract (including any Contract or arrangement relating to any transaction or relationship between or among the Company and any of the Company Subsidiaries, on the one hand, and any unconsolidated Affiliate, including any structured finance, special purpose or limited purpose entity or Person, on the other hand, or any “off-balance sheet arrangements” (as defined in Item 303(a) of Regulation S-K under the Exchange Act)), where the result, purpose or intended effect of such Contract is to avoid disclosure of any material transaction involving, or material liabilities of, the Company or any of the Company Subsidiaries in the Company’s or such Company Subsidiary’s published financial statements or other Company SEC Documents.
(g) Since January 1, 2019, none of the Company, the Company’s independent accountants, the Company Board or the audit committee of the Company Board has received any oral or written notification of any (i) “significant deficiency” in the internal controls over financial reporting of the Company, (ii) “material weakness” in the internal controls over financial reporting of the Company or (iii) fraud, whether or not material, that involves management or other employees of the Company who have a significant role in the internal controls over financial reporting of the Company.
(h) None of the Company Subsidiaries is, or has at any time since January 1, 2019 been, subject to the reporting requirements of Section 13(a) or 15(d) of the Exchange Act.
Appears in 1 contract
Sources: Share Exchange Agreement (China Fuhua New Material Holdings Inc.)
SEC Documents; Undisclosed Liabilities. (a) The Company has furnished or filed all reports, schedules, forms, statements and other documents (including exhibits and other information incorporated therein) required to be furnished or filed by the Company with the SEC since January 1, 2017 2014 (such documents, together with any documents filed with or furnished to the SEC during such period by the Company on a voluntary basis on a Current Report on Form 8-K, but excluding the Proxy Statement, being collectively referred to as the “Company SEC Documents”).
(b) Each Company SEC Document (i) at the time filed, complied in all material respects with the requirements of requirements of the ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act of 2002 SOX and the Exchange Act or the Securities Act, as the case may be, and the rules and regulations of the SEC promulgated thereunder applicable to such Company SEC Document and (ii) did not at the time it was filed (or if amended or superseded by a filing or amendment prior to the date of this Agreement, then at the time of such filing or amendment) 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. Each of the consolidated financial statements of the Company included in the Company SEC Documents complied at the time it was filed as to form in all material respects with applicable accounting requirements and the published rules and regulations of the SEC with respect thereto, was prepared in accordance with United States generally accepted accounting principles (“GAAP”) GAAP (except, in the case of unaudited statements, as permitted by Form 10-Q of the SEC or other rules and regulations of the SEC) applied on a consistent basis during the periods involved (except as may be indicated in the notes theretothereto or permitted by Regulation S-X) and fairly presented in all material respects the consolidated financial position of the Company and its consolidated Subsidiaries as of the dates thereof and the consolidated results of their operations and cash flows for the periods shown (subject, in the case of unaudited statements, to normal year-end audit adjustments).
(c) Neither Except (i) as reflected or reserved against in the Company’s consolidated unaudited balance sheet as of September 30, 2016 (or the notes thereto) as included in the Filed Company SEC Documents and (ii) for liabilities and obligations incurred in connection with or contemplated by this Agreement, neither the Company nor any Company Subsidiary has any liabilities or obligations of any nature (whether accrued, absolute, contingent or otherwise) that, individually or in the aggregate, have had or would reasonably be expected to have a Company Material Adverse Effect.
(d) Each of the chief executive officer of the Company and the chief financial officer of the Company (or each former chief executive officer of the Company and each former chief financial officer of the Company, as applicable) has made all applicable certifications required by Rule 13a-14 or 15d-14 under the Exchange Act and Sections 302 and 906 of SOX with respect to the Company SEC Documents, and the statements contained in such certifications are true and accurate. None of the Company or any of the Company Subsidiaries has outstanding, or has arranged any outstanding, “extensions of credit” to directors or executive officers within the meaning of Section 402 of SOX.
(e) The Company maintains a system of “internal control over financial reporting” (as defined in Rules 13a-15(f) and 15d-15(f) of the Exchange Act) sufficient to provide reasonable assurance (iA) that transactions are recorded as necessary to permit preparation of financial statements in conformity with GAAP, consistently appliedapplied in all material respects, (iiB) that transactions receipts and expenditures are executed made only in accordance with the authorization of management and (iiiC) regarding prevention or timely detection of the unauthorized acquisition, use or disposition of the Company’s properties or assetsassets could have a material effect on the financial statements.
(ef) The “disclosure controls and procedures” (as defined in Rules 13a-15(e) and 15d-15(e) of the Exchange Act) utilized by the Company are reasonably designed to ensure that all information (both financial and non-financial) required to be disclosed by the Company in the reports that it files or submits under the Exchange Act is recorded, processed, summarized and reported within the time periods specified in the rules and forms of the SEC and that all such information required to be disclosed is accumulated and communicated to the management of the Company, as appropriate, to allow timely decisions regarding required disclosure and to enable the chief executive officer and chief financial officer of the Company to make the certifications required under the Exchange Act with respect to such reports.
(fg) Neither the Company nor any of the Company Subsidiaries is a party to, or has any commitment to become a party to, any joint venture, off-balance sheet partnership or any similar Contract (including any Contract or arrangement relating to any transaction or relationship between or among the Company and any of the Company Subsidiaries, on the one hand, and any unconsolidated Affiliate, including any structured finance, special purpose or limited purpose entity or Person, on the other hand, or any “off-balance sheet arrangements” (as defined in Item 303(a) of Regulation S-K under the Exchange Act)), where the result, purpose or intended effect of such Contract is to avoid disclosure of any material transaction involving, or material liabilities of, the Company or any of the Company Subsidiaries in the Company’s or such Company Subsidiary’s published financial statements or other Company SEC Documents.
(gh) Since January 1, 20192014, none of the Company, the Company’s independent accountants, the Company Board or the audit committee of the Company Board has received any written notification, or to the Knowledge of the Company any oral or written notification notification, of any (ix) “significant deficiency” in the internal controls over financial reporting of the Company, (iiy) “material weakness” in the internal controls over financial reporting of the Company or (iiiz) fraud, whether or not material, that involves management or other employees of the Company who have a significant role in the internal controls over financial reporting of the Company.
(hi) None of the Company Subsidiaries is, or has at any time since January 1, 2019 2014 been, subject to the reporting requirements of Section 13(a) or 15(d) of the Exchange Act.
(j) To the Knowledge of the Company, none of the Company, any of the Company Subsidiaries, or any director, officer, auditor or accountant of the Company or any of the Company Subsidiaries has, since January 1, 2014, received written notice of any substantive complaint, allegation, assertion or claim that the Company or any of the Company Subsidiaries has engaged in any improper accounting or auditing practice that was reported to the audit committee of the Company Board.
(k) To the Knowledge of the Company, no employee of the Company or any of the Company Subsidiaries has provided or is providing information to any law enforcement agency regarding the commission or possible commission of any crime or the violation or possible violation of any applicable Law of the type described in Section 806 of SOX by the Company or any of the Company Subsidiaries. Neither the Company nor any of the Company Subsidiaries nor, to the Knowledge of the Company, any director, officer, auditor, accountant, consultant or authorized representative of the Company or any of the Company Subsidiaries has discharged, demoted, suspended, threatened, harassed or in any other manner discriminated against an employee of the Company or any of the Company Subsidiaries in the terms and conditions of employment because of any lawful act of such employee described in Section 806 of SOX.
(l) As of the date of this Agreement, the Company is in material compliance with the applicable listing and corporate governance rules and regulations of the New York Stock Exchange.
Appears in 1 contract
Sources: Merger Agreement (Gartner Inc)
SEC Documents; Undisclosed Liabilities. (a) The Company HCP has furnished or filed all reports, schedules, forms, statements and other documents (including exhibits and other information incorporated therein) required to be furnished or filed by the Company it with the SEC since January 1June 30, 2017 2008, pursuant to Sections 13(a), 14(a) and 15(d) of the Exchange Act (such documents, together with any documents filed with or furnished to the SEC during such period by the Company on a voluntary basis on a Current Report on Form 8-K, but excluding the Proxy Statement, being collectively referred to as the “Company SEC DocumentsReports”).
(b) Each Company As of its respective filing date, each SEC Document (i) at the time filed, Report complied in all material respects with the requirements of requirements of the ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act of 2002 and the Exchange Act or the Securities Act, as the case may be, and the rules and regulations of the SEC promulgated thereunder applicable to such Company SEC Document and (ii) did not at Report. Except to the time it was filed (or if amended extent that information contained in any SEC Report has been revised or superseded by a filing or amendment prior to later SEC Report, none of the date of this Agreement, then at the time of such filing or amendment) contain SEC Reports contains any untrue statement of a material fact or omit omits to state a 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. Each of the The consolidated financial statements of the Company HCP included in the Company SEC Documents complied at the time it was filed Reports comply as to form in all material respects with applicable accounting requirements and the published rules and regulations of the SEC with respect thereto, was have been prepared in accordance with United States the U.S. generally accepted accounting principles (“GAAP”) (except, in the case of unaudited statements, as permitted by Form 10-Q of the SEC or other rules and regulations of the SEC) applied on a consistent basis during the periods involved (except as may be indicated in the notes thereto) and fairly presented in all material respects present the consolidated financial position of the Company HCP and its consolidated Subsidiaries subsidiaries as of the dates thereof and the consolidated results of their operations and cash flows for the periods shown (subject, in the case of unaudited statements, to normal year-end audit adjustments).
(c) Neither As of the Company nor any Company Subsidiary date hereof, HCP has any total outstanding liabilities of $0. Further, HCP has no liabilities or obligations of any nature (whether accrued, absolute, contingent or otherwise) that, individually required by U.S. generally accepted accounting principles to be set forth on a balance sheet of HCP or in the aggregate, have had or would reasonably be expected to have a Company Material Adverse Effectnotes thereto.
(d) The Company maintains a system of “internal control over financial reporting” (as defined in Rules 13a-15(f) and 15d-15(f) of the Exchange Act) sufficient to provide reasonable assurance (i) that transactions are recorded as necessary to permit preparation of financial statements in conformity with GAAP, consistently applied, (ii) that transactions are executed only in accordance with the authorization of management and (iii) regarding prevention or timely detection of the unauthorized acquisition, use or disposition of the Company’s properties or assets.
(e) The “disclosure controls and procedures” (as defined in Rules 13a-15(e) and 15d-15(e) of the Exchange Act) utilized by the Company are reasonably designed to ensure that all information (both financial and non-financial) required to be disclosed by the Company in the reports that it files or submits under the Exchange Act is recorded, processed, summarized and reported within the time periods specified in the rules and forms of the SEC and that all such information required to be disclosed is accumulated and communicated to the management of the Company, as appropriate, to allow timely decisions regarding required disclosure and to enable the chief executive officer and chief financial officer of the Company to make the certifications required under the Exchange Act with respect to such reports.
(f) Neither the Company nor any of the Company Subsidiaries is a party to, or has any commitment to become a party to, any joint venture, off-balance sheet partnership or any similar Contract (including any Contract or arrangement relating to any transaction or relationship between or among the Company and any of the Company Subsidiaries, on the one hand, and any unconsolidated Affiliate, including any structured finance, special purpose or limited purpose entity or Person, on the other hand, or any “off-balance sheet arrangements” (as defined in Item 303(a) of Regulation S-K under the Exchange Act)), where the result, purpose or intended effect of such Contract is to avoid disclosure of any material transaction involving, or material liabilities of, the Company or any of the Company Subsidiaries in the Company’s or such Company Subsidiary’s published financial statements or other Company SEC Documents.
(g) Since January 1, 2019, none of the Company, the Company’s independent accountants, the Company Board or the audit committee of the Company Board has received any oral or written notification of any (i) “significant deficiency” in the internal controls over financial reporting of the Company, (ii) “material weakness” in the internal controls over financial reporting of the Company or (iii) fraud, whether or not material, that involves management or other employees of the Company who have a significant role in the internal controls over financial reporting of the Company.
(h) None of the Company Subsidiaries is, or has at any time since January 1, 2019 been, subject to the reporting requirements of Section 13(a) or 15(d) of the Exchange Act.
Appears in 1 contract
Sources: Share Exchange Agreement (Henry County Plywood Corp)
SEC Documents; Undisclosed Liabilities. (ai) The Company ▇▇▇▇▇ has furnished or filed all reports, schedules, forms, statements and other documents (including exhibits and other information incorporated therein) required to be furnished or filed by the Company it with the SEC since January 1, 2017 2013, pursuant to Sections 13(a), 14(a) and 15(d) of the Exchange Act (such documents, together with any documents filed with or furnished to the SEC during such period by the Company on a voluntary basis on a Current Report on Form 8-K, but excluding the Proxy Statement, being collectively referred to as the “Company SEC DocumentsReports”).
(bii) Each Company As of its respective filing date, each SEC Document (i) at the time filed, Report complied in all material respects with the requirements of requirements of the ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Securities Exchange Act of 2002 and the Exchange Act or the Securities Act1934, as amended (the case may be, “Exchange Act”) and the rules and regulations of the SEC promulgated thereunder applicable to such Company SEC Document and (ii) did not at Report. Except to the time it was filed (or if amended extent that information contained in any SEC Report has been revised or superseded by a filing or amendment prior to later SEC Report, none of the date of this Agreement, then at the time of such filing or amendment) contain SEC Reports contains any untrue statement of a material fact or omit omits to state a 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. Each of the consolidated The financial statements of the Company ▇▇▇▇▇ included in the Company SEC Documents complied at the time it was filed Reports comply as to form in all material respects with applicable accounting requirements and the published rules and regulations of the SEC with respect thereto, was have been prepared in accordance with United States the U.S. generally accepted accounting principles (“GAAP”) (except, in the case of unaudited statements, as permitted by Form 10-Q of the SEC or other rules and regulations of the SEC) applied on a consistent basis during the periods involved (except as may be indicated in the notes thereto) and fairly presented in all material respects present the consolidated financial position of the Company and its consolidated Subsidiaries ▇▇▇▇▇ as of the dates thereof and the consolidated results of their operations and cash flows for the periods shown (subject, in the case of unaudited statements, to normal year-end audit adjustments).
(ciii) Neither Except as set forth in the Company nor any Company Subsidiary SEC Reports, ▇▇▇▇▇ has any no liabilities or obligations of any nature (whether accrued, absolute, contingent or otherwise) that, individually required by U.S. generally accepted accounting principles to be set forth on a balance sheet of ▇▇▇▇▇ or in the aggregate, have had notes thereto. There are no financial or would reasonably be expected to have a Company Material Adverse Effect.
(d) The Company maintains a system of “internal control over financial reporting” (as defined in Rules 13a-15(f) contractual obligations and 15d-15(f) of the Exchange Act) sufficient to provide reasonable assurance (i) that transactions are recorded as necessary to permit preparation of financial statements in conformity with GAAP, consistently applied, (ii) that transactions are executed only in accordance with the authorization of management and (iii) regarding prevention or timely detection of the unauthorized acquisition, use or disposition of the Company’s properties or assets.
(e) The “disclosure controls and procedures” (as defined in Rules 13a-15(e) and 15d-15(e) of the Exchange Act) utilized by the Company are reasonably designed to ensure that all information (both financial and non-financial) required to be disclosed by the Company in the reports that it files or submits under the Exchange Act is recorded, processed, summarized and reported within the time periods specified in the rules and forms of the SEC and that all such information required to be disclosed is accumulated and communicated to the management of the Company, as appropriate, to allow timely decisions regarding required disclosure and to enable the chief executive officer and chief financial officer of the Company to make the certifications required under the Exchange Act with respect to such reports.
(f) Neither the Company nor any of the Company Subsidiaries is a party to, or has any commitment to become a party to, any joint venture, off-balance sheet partnership or any similar Contract liabilities (including any Contract or arrangement relating obligations to any transaction or relationship between or among the Company and any of the Company Subsidiaries, on the one hand, and any unconsolidated Affiliate, including any structured finance, special purpose or limited purpose entity or Person, on the other hand, or any “off-balance sheet arrangements” (as defined in Item 303(a) of Regulation S-K under the Exchange Act)), where the result, purpose or intended effect of such Contract is to avoid disclosure of any material transaction involving, or material liabilities of, the Company or any of the Company Subsidiaries in the Company’s or such Company Subsidiary’s published financial statements issue capital stock or other Company SEC Documentssecurities) due after the date hereof.
(g) Since January 1, 2019, none of the Company, the Company’s independent accountants, the Company Board or the audit committee of the Company Board has received any oral or written notification of any (i) “significant deficiency” in the internal controls over financial reporting of the Company, (ii) “material weakness” in the internal controls over financial reporting of the Company or (iii) fraud, whether or not material, that involves management or other employees of the Company who have a significant role in the internal controls over financial reporting of the Company.
(h) None of the Company Subsidiaries is, or has at any time since January 1, 2019 been, subject to the reporting requirements of Section 13(a) or 15(d) of the Exchange Act.
Appears in 1 contract
Sources: Pre Merger Loan and Funding Agreement (Lucas Energy, Inc.)
SEC Documents; Undisclosed Liabilities. (a) The Company has furnished or and the Company Subsidiaries, including each of The Peoples Gas Light and Coke Company and North Shore Gas Company (together, the "Company Filing Subsidiaries" and each a "Company Filing Subsidiary"), have filed all reports, schedules, forms, registration statements, definitive proxy statements and other documents (including exhibits together with all amendments thereof and other information incorporated thereinsupplements thereto) required to be furnished or filed by the Company or any Company Subsidiary with the SEC since January October 1, 2017 2004 (such documents, together with any documents filed with or furnished to the SEC during such period by the Company on a voluntary basis on a Current Report on Form 8-K, but excluding the Proxy Statement, being collectively referred to as the “"Company SEC Documents”").
(b) Each As of its respective date, each Company SEC Document (i) at the time filed, complied in all material respects with the requirements of requirements of the ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act of 2002 and the Exchange Act or the Securities Act of 1933, as amended (the "Securities Act"), as the case may be, and the rules and regulations of the SEC promulgated thereunder applicable to such Company SEC Document Document, and (ii) did not at the time it was filed (or if amended or superseded by a filing or amendment prior to the date of this Agreement, then at the time of such filing or amendment) 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. Each Except to the extent that information contained in any Company SEC Document has been revised or superseded by a later 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. The consolidated financial statements (including the notes, if any, thereto) of the Company included in the Company SEC Documents complied at the time it was filed comply as to form in all material respects with applicable accounting requirements and the published rules and regulations of the SEC with respect thereto, was have been prepared in accordance with United States generally accepted accounting principles (“GAAP”) GAAP (except, in the case of unaudited statements, as permitted by Form 10-Q of the SEC or other rules and regulations of the SEC) as in effect on the respective dates thereof applied on a consistent basis during the periods involved (except as may be indicated in the notes thereto) and fairly presented in all material respects present the consolidated financial position of the Company and its consolidated Company Subsidiaries as of the dates thereof and the consolidated results of their operations and cash flows for the periods shown (subject, in the case of unaudited statements, to normal year-end audit adjustments).
(c) Neither Except as set forth on the most recent audited balance sheet (or in the notes thereto) of the Company included in the Company SEC Documents filed and publicly available prior to the date of this Agreement (the "Filed Company SEC Documents"), neither the Company nor any Company Subsidiary has any liabilities or obligations of any nature (whether accrued, absolute, contingent or otherwise) required by GAAP to be set forth on a consolidated balance sheet of the Company and its consolidated Company Subsidiaries or in the notes thereto and that, individually or in the aggregate, have had or would reasonably be expected to have a Company Material Adverse Effect.
(d) With respect to each Company SEC Document that is a report on Form 10-K or 10-Q or an amendment thereto, each of the principal executive officer and the principal financial officer of the Company (or each former principal executive officer and principal financial officer of Company) has made all certifications required by Rule 13a-14 or 15d-14 under the Exchange Act and Sections 302 and 906 of the ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act of 2002 ("SOX") and the rules and regulations of the SEC promulgated thereunder. For purposes of the preceding sentence, "principal executive officer" and "principal financial officer" shall have the meanings given to such terms in SOX. Since the effectiveness of SOX, neither the Company nor any of its subsidiaries has arranged any "extensions of credit" to directors or executive officers within the meaning of Section 402 of SOX. The Company maintains has previously made available to Parent a system true and complete copy of “internal control over financial reporting” (as defined in Rules 13a-15(f) and 15d-15(f) of the Exchange Act) sufficient to provide reasonable assurance (i) that transactions are recorded as necessary to permit preparation of financial statements in conformity with GAAP, consistently applied, (ii) that transactions are executed only in accordance with the authorization of management and (iii) regarding prevention or timely detection of the unauthorized acquisition, use or disposition of any reports by the Company’s properties 's management to the Company Board or assetsany committee thereof relating to compliance with SOX, as well as the reports of any outside consultant or auditor with respect thereto.
(e) The “management of the Company has designed and implemented disclosure controls and procedures” procedures (as defined in Rules Rule 13a-15(e) and 15d-15(e) of the Exchange Act) utilized by the Company are reasonably ), or caused such disclosure controls and procedures to be designed and implemented under their supervision, to ensure that all material information (both financial and non-financial) required relating to be disclosed by the Company, including consolidated Company in the reports that it files or submits under the Exchange Act Subsidiaries, is recorded, processed, summarized and reported within the time periods specified in the rules and forms of the SEC and that all such information required to be disclosed is accumulated and communicated made known to the management of the Company, as appropriate, to allow timely decisions regarding required disclosure and to enable Company by others within those entities. Since the chief executive officer and chief financial officer date of the Company to make the certifications required under the Exchange Act with respect to such reports.
(f) Neither the Company nor any of the Company Subsidiaries is a party to, or has any commitment to become a party to, any joint venture, off-balance sheet partnership or any similar Contract (including any Contract or arrangement relating to any transaction or relationship between or among the Company and any of the Company Subsidiaries, on the one hand, and any unconsolidated Affiliate, including any structured finance, special purpose or limited purpose entity or Person, on the other hand, or any “off-balance sheet arrangements” (as defined in Item 303(a) of Regulation S-K under the Exchange Act)), where the result, purpose or intended effect of such Contract is to avoid disclosure of any material transaction involving, or material liabilities of, the Company or any of the Company Subsidiaries in the Company’s or such Company Subsidiary’s published financial statements or other Company SEC Documents.
(g) Since January 1, 2019, none filing of the Company's most recent quarterly report on Form 10-Q for the quarter ended March 31, 2006, the Company’s independent accountants, the Company Board or 's outside auditors and the audit committee of the Company Board has received any oral or written notification have not been advised of any (i) “any significant deficiency” deficiencies or material weaknesses in the design or operation of internal controls control over financial reporting of which are reasonably likely to adversely affect the Company's ability to record, process, summarize and report financial information or (ii) “material weakness” in the internal controls over financial reporting of the Company or (iii) any fraud, whether or not material, that involves management or other employees of the Company who have a significant role in the Company's internal controls control over financial reporting. Since September 30, 2005, any material change in internal control over financial reporting required to be disclosed in any Filed Company SEC Document has been so disclosed.
(f) Since September 30, 2005, (A) neither the Company nor any Company Subsidiary nor, to the knowledge of the Company, any director, officer, employee, auditor, accountant or representative of the Company or any Company Subsidiary has received or otherwise obtained knowledge of any material complaint, allegation, assertion or claim, whether written or oral, regarding the accounting or auditing practices, procedures, methodologies or methods of the Company or any Company Subsidiary or their respective internal accounting controls relating to periods after September 30, 2005, including any material complaint, allegation, assertion or claim that the Company or any Company Subsidiary has engaged in questionable accounting or auditing practices (except for any of the foregoing received after the date of this Agreement which have no reasonable basis), and (B) to the knowledge of the Company, no attorney representing the Company or any Company Subsidiary, whether or not employed by the Company or any Company Subsidiary, has reported evidence of a material violation of securities Laws, breach of fiduciary duty or similar violation, relating to periods after September 30, 2005, by the Company or any of its officers, directors, employees or agents to the Company Board or any committee thereof or to any director or executive officer of the Company.
(hg) None Except for the Company Filing Subsidiaries, none of the Company Subsidiaries is, or has at any time since January October 1, 2019 2003 been, subject to the reporting requirements of Section Sections 13(a) or and 15(d) of the Exchange Act.
(h) The Company is not and, at the Effective Time, will not be, an "ineligible issuer" as defined in Rule 405 under the Securities Act.
Appears in 1 contract
SEC Documents; Undisclosed Liabilities. (a) The For all periods since February 20, 2004, the Company has furnished or filed all reports, schedules, forms, statements and other documents as required by the SEC in a timely basis (including exhibits or has received a valid extension of such time of filing and has filed any such reports or other documents prior to the expiration of any such extension), and the Company has delivered or made available to Eugene all reports, schedules, forms, statements and other information incorporated therein) required to be furnished or filed by the Company with the SEC since January 1, 2017 (such documents, together with any documents filed with or furnished to the SEC during such period (collectively, and in each case including all exhibits and schedules thereto and documents incorporated by reference therein, the Company on "SEC DOCUMENTS"). As of their respective dates (or, if amended, supplemented or superseded by a voluntary basis on a Current Report on Form 8-Kfiling prior to the date hereof, but excluding then as of the Proxy Statementdate of such amendment, being collectively referred to as supplement or superseding filing) the “Company SEC Documents”).
(b) Each Company SEC Document (i) at the time filed, Documents complied in all material respects with the requirements of requirements of the ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act of 2002 and the Exchange Securities Act or the Securities Exchange Act, as the case may be, and the rules and regulations of the SEC promulgated thereunder applicable to such Company SEC Document Documents, and none of the SEC Documents (iiincluding any and all consolidated financial statements included therein) did not at the time it was filed (or if amended or superseded by a filing or amendment prior to the date of this Agreement, then at the time as of such filing or amendment) contain date contained any untrue statement of a material fact or omit 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. Each of the The consolidated financial statements of the Company included in the Company such SEC Documents complied at the time it was filed comply as to form in all material respects with applicable accounting requirements and the published rules and regulations of the SEC with respect thereto, was have been prepared in accordance with United States generally accepted accounting principles (“GAAP”) U.S. GAAP (except, in the case of unaudited consolidated quarterly statements, as permitted by Form 10-Q of the SEC or other rules and regulations QSB of the SEC) applied on a consistent basis during the periods involved (except as may be indicated in the notes thereto) and fairly presented in all material respects and accurately present the consolidated financial position of the Company and its consolidated Subsidiaries as of the dates thereof and the consolidated results of their operations and changes in cash flows for the periods shown covered thereby (subject, in the case of unaudited quarterly statements, to normal year-end audit adjustmentsadjustments as determined by the Company's independent accountants).
(c) Neither . The Company does not have, and at the Company nor any Company Subsidiary has Closing will not have incurred, any liabilities or obligations of any nature (whether accrued, absolute, contingent or otherwise) that, individually except for liabilities and obligations that have been incurred since the date of the most recent balance sheet included in the SEC Documents in the ordinary course of business and are not (singly or in the aggregate, have had or would reasonably be expected to have a Company Material Adverse Effect) more than $10,000.
(db) The Company maintains a system SEC Documents include all certifications and statements required of “internal control over financial reporting” it, if any, by (as defined in Rules 13a-15(fi) and 15d-15(f) of Rule 13a-14 or 15d-14 under the Exchange Act) sufficient to provide reasonable assurance (i) that transactions are recorded as necessary to permit preparation of financial statements in conformity with GAAP, consistently applied, and (ii) that transactions are executed only in accordance with the authorization of management and 18 U.S.C. Section 1350 (iii) regarding prevention or timely detection Section 906 of the unauthorized acquisition▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act of 2002), use and each of such certifications and statements contain no qualifications or disposition of the Company’s properties or assets.
(e) The “disclosure controls and procedures” (as defined in Rules 13a-15(e) and 15d-15(e) of the Exchange Act) utilized by the Company are reasonably designed to ensure that all information (both financial and non-financial) required to be disclosed by the Company in the reports that it files or submits under the Exchange Act is recorded, processed, summarized and reported within the time periods specified in the rules and forms of the SEC and that all such information required to be disclosed is accumulated and communicated exceptions to the management of the Companymatters certified therein other than a knowledge qualification, as appropriatepermitted under such provision, to allow timely decisions regarding required disclosure and to enable the chief executive officer have not been modified or withdrawn and chief financial officer of the Company to make the certifications required under the Exchange Act with respect to such reports.
(f) Neither neither the Company nor any of its officers has received any notice from the Company Subsidiaries is a party to, or has any commitment to become a party to, any joint venture, off-balance sheet partnership SEC or any similar Contract (including any Contract other Governmental Entity questioning or arrangement relating to any transaction challenging the accuracy, completeness, form or relationship between manner of filing or among the Company and any of the Company Subsidiaries, on the one hand, and any unconsolidated Affiliate, including any structured finance, special purpose or limited purpose entity or Person, on the other hand, or any “off-balance sheet arrangements” (as defined in Item 303(a) of Regulation S-K under the Exchange Act)), where the result, purpose or intended effect submission of such Contract is to avoid disclosure of any material transaction involving, certifications or material liabilities of, the Company or any of the Company Subsidiaries in the Company’s or such Company Subsidiary’s published financial statements or other Company SEC Documentsstatements.
(gc) Since January 1, 2019, none The Company is in compliance in all material respects with all of the Company, the Company’s independent accountants, the Company Board or the audit committee provisions of the Company Board has received any oral or written notification ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act of any (i) “significant deficiency” in 2002, and the internal controls over financial reporting provisions of the Company, Exchange Act and the Securities Act relating thereto which under the terms of such provisions (iiincluding the dates by which such compliance is required) “material weakness” in the internal controls over financial reporting of the Company or (iii) fraud, whether or not material, that involves management or other employees of the Company who have a significant role in the internal controls over financial reporting of become applicable to the Company.
(h) None of the Company Subsidiaries is, or has at any time since January 1, 2019 been, subject to the reporting requirements of Section 13(a) or 15(d) of the Exchange Act.
Appears in 1 contract
Sources: Exchange Agreement (Ezcomm Inc)
SEC Documents; Undisclosed Liabilities. (a) The Company has furnished or filed all required reports, schedules, forms, forms and registration statements and other documents (including exhibits and other information incorporated therein) required to be furnished or filed by the Company with the SEC since January 1September 30, 2017 2001 (such documentscollectively, together with any and in each case including all exhibits, schedules, and amendments thereto and documents filed with or furnished to the SEC during such period incorporated by the Company on a voluntary basis on a Current Report on Form 8-Kreference therein, but excluding the Proxy Statement, being collectively referred to as the “Company SEC Documents”).
(b) Each Company . As of their respective dates, the SEC Document (i) at the time filed, Documents complied in all material respects with the requirements of requirements of the ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Securities Act of 2002 and 1933, as amended (the “Securities Act”), or the Exchange Act or the Securities Act, as the case may be, and the rules and regulations of the SEC promulgated thereunder applicable to such Company SEC Document Documents, and none of the SEC Documents (iiincluding any and all financial statements included therein) did not at the time it was filed (or if amended or superseded by a filing or amendment prior to the date of this Agreement, then at the time as of such filing or amendment) contain dates contained any untrue statement of a material fact or omit 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. Each of The Company has previously delivered (except to the extent such filings are publicly available on the ▇▇▇▇▇ system) to Parent each registration statement, report, proxy statement or information statement (other than preliminary materials) filed by Company with the SEC since September 30, 2001, each in the form (including exhibits and any amendments thereto) filed with the SEC prior to the date hereof.
(b) The consolidated financial statements of the Company included in the Company SEC Documents complied at (the time it was filed “SEC Financial Statements”) comply as to form in all material respects with applicable accounting requirements and the published rules and regulations of the SEC with respect thereto, was have been prepared in accordance with United States generally accepted accounting principles (“GAAP”) (except, in the case of unaudited consolidated quarterly statements, as permitted by Form 10-Q of the SEC or other rules and regulations QSB of the SEC) applied on a consistent basis during the periods involved (except as may be indicated otherwise in the notes thereto) and fairly presented present in all material respects the consolidated financial position of the Company and its consolidated Subsidiaries as of the dates thereof and the consolidated results of their operations and cash flows for the periods shown then ended (subject, in the case of unaudited quarterly statements, to normal year-end audit adjustments). Except as set forth on Section 3.5 (b) of the Company Disclosure Schedules, since September 30, 2001, the Company has not received notice from the SEC or any other Governmental Entity that any of its accounting policies or practices are the subject of any review, inquiry, investigation or challenge other than comments from the SEC on Company filings which comments have either been satisfied or withdrawn by the SEC.
(c) Neither Since September 30, 2004, neither the Company nor any Company Subsidiary of its consolidated Subsidiaries has incurred any liabilities or obligations of any nature (whether accrued, absolute, contingent or otherwiseotherwise and whether due or to become due) thatexcept (i) as and to the extent set forth on the audited balance sheet of the Company and its consolidated Subsidiaries as of September 30, 2004 (including the notes thereto) included in the SEC Documents, (ii) as incurred after September 30, 2004 in the ordinary course of business and consistent with past practice, (iii) as described in the Company’s quarterly report on Form 10-QSB filed on August 17, 2005 (the “Recent SEC Documents”), or (iv) as would not reasonably be expected to have, individually or in the aggregate, have had or would reasonably be expected to have a Company Material Adverse Effect.
(d) . The Company maintains a system of “internal control over financial reporting” (as defined in Rules 13a-15(f) and 15d-15(f) of the Exchange Act) sufficient to provide reasonable assurance (i) that transactions are recorded as necessary to permit preparation of financial statements in conformity with GAAP, consistently applied, (ii) that transactions are executed only in accordance with the authorization of management and (iii) regarding prevention or timely detection of the unauthorized acquisition, use or disposition of the Company’s properties or assets.
(e) The “disclosure controls and procedures” (as defined in Rules 13a-15(e) and 15d-15(e) of the Exchange Act) utilized by the Company are reasonably designed to ensure that all information (both financial and non-financial) required to be disclosed by the Company in the reports that it files or submits under the Exchange Act is recorded, processed, summarized and reported within the time periods specified in the rules and forms of the SEC and that all such information required to be disclosed is accumulated and communicated to the management of the Company, as appropriate, to allow timely decisions regarding required disclosure and to enable the chief executive officer and chief financial officer of the Company to make the certifications required under the Exchange Act with respect to such reports.
(f) Neither the Company nor any of the Company Subsidiaries is has not been a party to, or has any commitment to become a party to, any joint venture, off-balance sheet partnership or any similar Contract (including any Contract or arrangement relating to any transaction securitization transactions or relationship between or among the Company and any of the Company Subsidiaries, on the one hand, and any unconsolidated Affiliate, including any structured finance, special purpose or limited purpose entity or Person, on the other hand, or any “off-balance sheet arrangements” (as defined in Item 303(a) 303 of Regulation S-K of the Exchange Act) at any time since September 30, 2001.
(d) The Company has not filed any report with the SEC, Nasdaq, or any other securities regulatory authority or any securities exchange or other self regulatory authority that, as of the date of this Agreement, remains confidential.
(e) The principal executive officer of Company and the principal financial officer of Company (and each former principal executive officer or principal financial officer of Company) have made the certifications required by Sections 302 and 906 of the ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act of 2002 (the “▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act”), and the rules and regulations of the SEC promulgated thereunder with respect to the SEC Documents filed since such certifications have been required and such filings are true and correct. For purposes of the preceding sentence, “principal executive officer” and “principal financial officer” shall have the meanings given to such terms in the ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act.
(f) The Company has implemented and maintains disclosure controls and procedures required by Rule 13a-15 or 15d-15 under the Exchange Act)), where Act and Section 404 of the result, purpose or intended effect of such Contract is ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act which (i) are effective to avoid disclosure of any ensure that all material transaction involving, or material liabilities of, information concerning the Company or any and its Subsidiaries is made known on a timely basis to the individuals responsible for the preparation of Company’s filings with the Company Subsidiaries in SEC and other public disclosure documents; and (ii) ensures that material information is accumulated and communicated to the Company’s or management as appropriate to allow timely decisions regarding required disclosure. The Company has disclosed, based on its most recent evaluation of such Company Subsidiary’s published financial statements or other Company SEC Documents.
(g) Since January 1disclosure controls and procedures prior to the date hereof, 2019, none of the Company, to the Company’s independent accountants, the Company Board or auditors and the audit committee of the Board of the Company Board has received (x) any oral or written notification of any (i) “significant deficiency” deficiencies and material weaknesses in the design or operation of internal controls over financial reporting of that are reasonably likely to adversely affect in any material respect the Company’s ability to record, process, summarize and report financial information and (iiy) “material weakness” in the internal controls over financial reporting of the Company or (iii) any fraud, whether or not material, that involves management or other employees of the Company who have a significant role in the Company’s internal controls over financial reporting of the Companyreporting.
(h) None of the Company Subsidiaries is, or has at any time since January 1, 2019 been, subject to the reporting requirements of Section 13(a) or 15(d) of the Exchange Act.
Appears in 1 contract
Sources: Merger Agreement (Benthos Inc)
SEC Documents; Undisclosed Liabilities. (a) The Company has furnished or filed all required reports, schedules, forms, statements and other documents (including exhibits and other information incorporated therein) required to be furnished or filed by the Company with the SEC since January 1, 2017 1994 (such documentsthe "SEC Documents"). As of their respective dates, together with any documents filed with or furnished to the SEC during such period by the Company on a voluntary basis on a Current Report on Form 8-K, but excluding the Proxy Statement, being collectively referred Documents complied as to as the “Company SEC Documents”).
(b) Each Company SEC Document (i) at the time filed, complied form in all material respects with the requirements of requirements of the ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Securities Act of 2002 and 1933 (the "Securities Act"), or the Exchange Act or the Securities Act, as the case may be, and the rules and regulations of the SEC promulgated thereunder applicable to such Company SEC Document Documents, and (ii) did not at none of the time it was filed (or if amended or superseded by a filing or amendment prior to the date of this Agreement, then at the time of such filing or amendment) contain SEC Documents contained any untrue statement of a material fact or omit 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. Each Except to the extent that information contained in any SEC Document was revised or superseded by a later filed SEC Document, none of the consolidated S▇▇ ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇ ▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇ ▇▇ ▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇ ▇▇ omitted 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 of the Company included in the Company SEC Documents complied at the time it was filed as to form in all material respects with applicable accounting requirements and the published rules and regulations of the SEC with respect thereto, was thereto in effect at the time of the filing of the respective SEC Documents were prepared in accordance with United States generally accepted accounting principles (“GAAP”) (except, in the case of unaudited statements, as permitted by Form 10-Q of the SEC or other rules and regulations of the SEC) applied on a consistent basis during the periods involved (except as may be indicated in the notes thereto) and fairly presented in all material respects the consolidated financial position of the Company and its consolidated Subsidiaries subsidiaries as of the dates thereof and the consolidated results of their operations and cash flows for the periods shown then ended (subject, in the case of unaudited statements, to normal year-end audit adjustments).
(c) Neither . Except as set forth in the SEC Documents hereto, neither the Company nor any Company Subsidiary of its subsidiaries has any liabilities or obligations of any nature (whether accrued, absolute, contingent or otherwise) thatrequired by generally accepted accounting principles to be set forth on a consolidated balance sheet of the Company and its consolidated subsidiaries or in the notes thereto, except for liabilities and obligations incurred in the ordinary course of business consistent with past practice since the date of the most recent consolidated balance sheet included in the SEC Documents which, individually or in the aggregate, have had or would could not reasonably be expected to have a Company Material Adverse Effect.
(d) The Company maintains a system of “internal control over financial reporting” (as defined in Rules 13a-15(f) and 15d-15(f) of the Exchange Act) sufficient to provide reasonable assurance (i) that transactions are recorded as necessary to permit preparation of financial statements in conformity with GAAP, consistently applied, (ii) that transactions are executed only in accordance with the authorization of management and (iii) regarding prevention or timely detection of the unauthorized acquisition, use or disposition of the Company’s properties or assets.
(e) The “disclosure controls and procedures” (as defined in Rules 13a-15(e) and 15d-15(e) of the Exchange Act) utilized by the Company are reasonably designed to ensure that all information (both financial and non-financial) required to be disclosed by the Company in the reports that it files or submits under the Exchange Act is recorded, processed, summarized and reported within the time periods specified in the rules and forms of the SEC and that all such information required to be disclosed is accumulated and communicated to the management of the Company, as appropriate, to allow timely decisions regarding required disclosure and to enable the chief executive officer and chief financial officer of the Company to make the certifications required under the Exchange Act with respect to such reports.
(f) Neither the Company nor any of the Company Subsidiaries is a party to, or has any commitment to become a party to, any joint venture, off-balance sheet partnership or any similar Contract (including any Contract or arrangement relating to any transaction or relationship between or among the Company and any of the Company Subsidiaries, on the one hand, and any unconsolidated Affiliate, including any structured finance, special purpose or limited purpose entity or Person, on the other hand, or any “off-balance sheet arrangements” (as defined in Item 303(a) of Regulation S-K under the Exchange Act)), where the result, purpose or intended effect of such Contract is to avoid disclosure of any material transaction involving, or material liabilities of, the Company or any of the Company Subsidiaries in the Company’s or such Company Subsidiary’s published financial statements or other Company SEC Documents.
(g) Since January 1, 2019, none of the Company, the Company’s independent accountants, the Company Board or the audit committee of the Company Board has received any oral or written notification of any (i) “significant deficiency” in the internal controls over financial reporting of the Company, (ii) “material weakness” in the internal controls over financial reporting of the Company or (iii) fraud, whether or not material, that involves management or other employees of the Company who have a significant role in the internal controls over financial reporting of the Company.
(h) None of the Company Subsidiaries is, or has at any time since January 1, 2019 been, subject to the reporting requirements of Section 13(a) or 15(d) of the Exchange Act.
Appears in 1 contract
SEC Documents; Undisclosed Liabilities. (a) The Since January 1, 2023, the Company has filed and furnished or filed all material reports, schedules, forms, statements and other documents (including exhibits and other information incorporated therein) required to be filed or furnished or filed by the Company with the SEC on a timely basis pursuant to Sections 13(a) and 15(d) of the Exchange Act (collectively, and, in each case, including all exhibits and schedules thereto and documents incorporated by reference therein, as such statements and reports may have been amended since January 1, 2017 (such documents, together with any documents filed with or furnished the date of their filing and prior to the SEC during such period by the Company on a voluntary basis on a Current Report on Form 8-KAgreement Date, but excluding the Proxy Statement, being collectively referred to as the “Company SEC Documents”). As of the Agreement Date, there are no outstanding or unresolved comments in any comment letters of the staff of the SEC relating to the Company SEC Documents and, to the knowledge of the Company, none of the Company SEC Documents is the subject of ongoing SEC review.
(b) Each As of their respective SEC filing dates, each Company SEC Document (i) at the time filed, complied as to form in all material respects with the requirements of requirements the Securities Act of 1933, as amended (together with the rules and regulations promulgated thereunder, the “Securities Act”) or the Exchange Act and the ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act of 2002 2002, as amended (the “Sarbanes Oxley Act”), and all rules and regulations promulgated by the Exchange Act or the Securities ActSEC thereunder, as the case may be, and the rules and regulations of the SEC promulgated thereunder applicable to such Company SEC Document and (ii) did not at Document, and, except to the time it was filed (or if extent amended or superseded by a subsequent filing or amendment with the SEC prior to the date of this AgreementAgreement Date, then at the time of such filing or amendment) 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; provided that (i) the Company makes no representation or warranty with respect to information furnished in writing by Parent or Merger Sub specifically for inclusion or use in any such document and (ii) no representation is made as to the accuracy of any forward-looking statements. Each No Company SEC Document that is a registration statement filed pursuant to the Securities Act, as of the date such registration statement or, if amended prior to the Agreement Date, as of the date of effectiveness of (and giving effect to) such amendment, when filed or furnished, except to the extent amended or superseded by a subsequent filing with the SEC prior to the Agreement Date, contained any untrue statement of a material fact or omitted to state any material fact required to be stated therein or necessary in order to make the statements made therein not misleading. As of the Agreement Date, there are no amendments or modifications to the Company SEC Documents that are required to be filed with (or furnished to) the SEC, but that have not yet been filed with (or furnished to) the SEC. No Company Subsidiary is subject to the periodic reporting requirements of the Exchange Act.
(c) The audited annual consolidated financial statements and the unaudited quarterly consolidated financial statements (including, in each case, the notes thereto) of the Company or any Company Subsidiary included or incorporated by reference in the Company SEC Documents complied at when filed or to be included (i) have been derived from the time it was filed accounting books and records of the Company and the Company Subsidiaries, (ii) complied, or will comply when filed, as to form in all material respects with applicable accounting requirements and the published rules and regulations of the SEC with respect thereto, was (iii) were, or when filed will be, prepared in all material respects in accordance with United States generally accepted accounting principles (“GAAP”) GAAP (except, in the case of unaudited quarterly statements, as permitted by Form 10-Q of the SEC or other rules and regulations of the SEC) applied on a consistent basis during the periods involved (except as may be expressly indicated in the notes thereto) and (iv) fairly presented presented, or will present, in all material respects respects, the consolidated financial position of the Company and its consolidated Subsidiaries or the applicable Company Subsidiary as of the dates thereof and the consolidated results of their its operations and cash flows for the periods shown covered thereby (subject, in the case of unaudited quarterly statements, to normal and recurring year-end audit adjustmentsadjustments that are not, individually or in the aggregate, material).
(cd) Neither Except as reflected or reserved against in the consolidated balance sheet of the Company nor as of December 31, 2025, or the notes thereto, included in the Company SEC Documents (such balance sheet and the notes thereto, the “Company Balance Sheet”), the Company and the Company Subsidiaries do not have any Company Subsidiary has any liabilities liability or obligations obligation of any nature (whether accrued, absolute, contingent or otherwise) thatother than (i) liabilities or obligations incurred in the ordinary course of business since the date of the Company Balance Sheet, (ii) liabilities that are executory performance obligations arising under Contracts to which the Company or either Company Subsidiary is a party (other than to the extent arising from a breach thereof by the Company or either Company Subsidiary), (iii) liabilities or obligations incurred in connection with the Transactions and (iv) liabilities or obligations that have not be, and would not reasonably be expected to be, individually or in the aggregate, have had or would reasonably be expected material to have the Company and the Company Subsidiaries, taken as a Company Material Adverse Effect.
(d) The Company maintains a system of “internal control over financial reporting” (as defined in Rules 13a-15(f) and 15d-15(f) of the Exchange Act) sufficient to provide reasonable assurance (i) that transactions are recorded as necessary to permit preparation of financial statements in conformity with GAAP, consistently applied, (ii) that transactions are executed only in accordance with the authorization of management and (iii) regarding prevention or timely detection of the unauthorized acquisition, use or disposition of the Company’s properties or assetswhole.
(e) The “Company has established and maintains, and at all times since January 1, 2023 has maintained, disclosure controls and procedures” procedures (as defined in Rules 13a-15(e) 13a-15 and 15d-15(e) of 15d-15 under the Exchange Act) utilized by the Company that (i) are reasonably designed to ensure that all material information (both financial and non-financial) required relating to be disclosed by the Company in and the reports that it files or submits under the Exchange Act Company Subsidiaries is recorded, processed, summarized and reported within the time periods specified in the rules and forms of the SEC and that all such information required to be disclosed is accumulated and communicated made known to the management of the Company, as appropriate, to allow timely decisions regarding required disclosure and to enable the chief ’s principal executive officer and chief its principal financial officer of by others within those entities, particularly during the Company to make periods in which the certifications periodic reports required under the Exchange Act are being prepared and (ii) are effective in all material respects to perform the functions for which they were established. Since January 1, 2023, the Company has not identified or been made aware of, and the Company’s auditors have not identified to the Company, the Company Board or the audit committee of the Company Board (A) any significant deficiencies or material weaknesses in the design or operation of internal control over financial reporting that are reasonably likely to adversely affect the Company’s or any Company Subsidiary’s ability to record, process, summarize and report financial information or (B) any fraud, whether or not material, that involves management or other employees who have a significant role in the Company’s or any Company Subsidiary’s internal control over financial reporting. The Company and the Company Subsidiaries are in compliance, and since January 1, 2023 have been in compliance, in all material respects with respect the applicable listing and other rules and regulations of Nasdaq. The books and records of the Company and the Company Subsidiaries have been, and are being, maintained in all material respects in accordance with GAAP and any other applicable legal and accounting requirements. The Company has made available to such reportsParent accurate and complete copies of the minutes of all meetings and written consents of the Company Board and each committee thereof since January 1, 2023 through December 31, 2025; provided that the Company shall not be obligated to furnish to Parent any minutes for portions of meetings to the extent they discuss the Transactions or alternative transactions considered by the Company Board.
(f) Neither the The Company nor any of and the Company Subsidiaries is a party tohave not effected, entered into or has created any commitment to become a party to, any joint venture, off-balance sheet partnership or any similar Contract (including any Contract or arrangement relating to any securitization transaction or relationship between or among the Company and any of the Company Subsidiaries, on the one hand, and any unconsolidated Affiliate, including any structured finance, special purpose or limited purpose entity or Person, on the other hand, or any “off-balance sheet arrangementsarrangement” (as defined in Item 303(a303(c) of Regulation S-K under the Exchange Act)), ) where the result, purpose or intended effect of such Contract is to avoid disclosure of any material transaction involving, or material liabilities liability of, the Company or any of the Company Subsidiaries Subsidiary in the Company’s or such Company Subsidiary’s published financial statements or other Company SEC Documents.
(g) Since January 1, 20192023, none (i) neither the Company nor the Company Subsidiaries has received any written or, to the knowledge of the Company, oral complaint, allegation, assertion or claim regarding accounting, internal accounting controls, auditing practices, procedures, methodologies or methods of the Company’s independent accountantsCompany or either Company Subsidiary, or unlawful accounting or auditing matters with respect to the Company or either Company Subsidiary and (ii) no attorney representing the Company or either Company Subsidiary, whether or not employed by the Company or either Company Subsidiary, has reported evidence of a violation of securities Laws, breach of fiduciary duty or similar violation by the Company or either Company Subsidiary or any of its or their respective officers, directors, employees or agents to the Company Board or any committee thereof or to the audit committee general counsel or chief executive officer of the Company Board has received any oral or written notification of any (i) “significant deficiency” in pursuant to the internal controls over financial reporting rules of the Company, (ii) “material weakness” in the internal controls over financial reporting SEC adopted under Section 307 of the Company or (iii) fraud, whether or not material, that involves management or other employees of the Company who have a significant role in the internal controls over financial reporting of the Company.
(h) None of the Company Subsidiaries is, or has at any time since January 1, 2019 been, subject to the reporting requirements of Section 13(a) or 15(d) of the Exchange Sarbanes Oxley Act.
Appears in 1 contract
Sources: Agreement and Plan of Merger (Day One Biopharmaceuticals, Inc.)
SEC Documents; Undisclosed Liabilities. (a) The Company has furnished or filed all -------------------------------------- required reports, schedules, forms, statements and other documents (including exhibits and other information incorporated therein) required to be furnished or filed by the Company with the SEC since January 1, 2017 1994, (such documentscollectively, together with any and in each case including all exhibits and schedules thereto and documents filed with or furnished to incorporated by reference therein, the "SEC Documents"). As of their respective dates, the SEC during such period by the Company on a voluntary basis on a Current Report on Form 8-K, but excluding the Proxy Statement, being collectively referred to as the “Company SEC Documents”).
(b) Each Company SEC Document (i) at the time filed, Documents complied in all material respects with the requirements of requirements of the ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act of 2002 and the Exchange Securities Act or the Securities Exchange Act, as the case may be, and the rules and regulations of the SEC promulgated thereunder applicable to such Company SEC Document Documents, and none of the SEC Documents (iiincluding any and all financial statements included therein) did not at the time it was filed (or if amended or superseded by a filing or amendment prior to the date of this Agreement, then at the time as of such filing or amendment) contain dates contained any untrue statement of a material fact or omit 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. Each of the The consolidated financial statements of the Company included in the Company SEC Documents complied at (the time it was filed "SEC Financial Statements") comply as to form in all material respects with applicable accounting requirements and the published rules and regulations of the SEC with respect thereto, was have been prepared in accordance with United States generally accepted accounting principles (“GAAP”) (except, in the case of unaudited consolidated quarterly statements, as permitted by Form 10-Q of the SEC or other rules and regulations of the SEC) applied on a consistent basis during the periods involved (except as may be indicated in the notes thereto) and fairly presented in all material respects present the consolidated financial position of the Company and its consolidated Subsidiaries subsidiaries as of the dates thereof and the consolidated results of their operations and cash flows for the periods shown then ended (subject, in the case of unaudited quarterly statements, to normal year-end audit adjustments).
(c) Neither . Since December 31, 1995, neither the Company nor any Company Subsidiary of its subsidiaries, has incurred any liabilities or obligations of any nature (whether accrued, absolute, contingent or otherwise) thatexcept (i) as and to the extent set forth on the audited balance sheet of the Company and its subsidiaries as of December 31, 1995 (including the notes thereto), (ii) as incurred in connection with the transactions contemplated by this Agreement, (iii) as incurred after December 31, 1995 in the ordinary course of business and consistent with past practice, (iv) as described in the SEC Documents filed since December 31, 1995 (the "Recent SEC Documents"), or (v) as would not, individually or in the aggregate, have had or would reasonably be expected to have a Company Material Adverse Effect.
(d) The Company maintains a system of “internal control over financial reporting” (as defined in Rules 13a-15(f) and 15d-15(f) of the Exchange Act) sufficient to provide reasonable assurance (i) that transactions are recorded as necessary to permit preparation of financial statements in conformity with GAAP, consistently applied, (ii) that transactions are executed only in accordance with the authorization of management and (iii) regarding prevention or timely detection of the unauthorized acquisition, use or disposition of the Company’s properties or assets.
(e) The “disclosure controls and procedures” (as defined in Rules 13a-15(e) and 15d-15(e) of the Exchange Act) utilized by the Company are reasonably designed to ensure that all information (both financial and non-financial) required to be disclosed by the Company in the reports that it files or submits under the Exchange Act is recorded, processed, summarized and reported within the time periods specified in the rules and forms of the SEC and that all such information required to be disclosed is accumulated and communicated to the management of the Company, as appropriate, to allow timely decisions regarding required disclosure and to enable the chief executive officer and chief financial officer of the Company to make the certifications required under the Exchange Act material adverse effect with respect to such reports.
(f) Neither the Company nor any of the Company Subsidiaries is a party to, or has any commitment to become a party to, any joint venture, off-balance sheet partnership or any similar Contract (including any Contract or arrangement relating to any transaction or relationship between or among the Company and any of the Company Subsidiaries, on the one hand, and any unconsolidated Affiliate, including any structured finance, special purpose or limited purpose entity or Person, on the other hand, or any “off-balance sheet arrangements” (as defined in Item 303(a) of Regulation S-K under the Exchange Act)), where the result, purpose or intended effect of such Contract is to avoid disclosure of any material transaction involving, or material liabilities of, the Company or any of the Company Subsidiaries in the Company’s or such Company Subsidiary’s published financial statements or other Company SEC Documents.
(g) Since January 1, 2019, none of the Company, the Company’s independent accountants, the Company Board or the audit committee of the Company Board has received any oral or written notification of any (i) “significant deficiency” in the internal controls over financial reporting of the Company, (ii) “material weakness” in the internal controls over financial reporting of the Company or (iii) fraud, whether or not material, that involves management or other employees of the Company who have a significant role in the internal controls over financial reporting of the Company.
(h) None of the Company Subsidiaries is, or has at any time since January 1, 2019 been, subject to the reporting requirements of Section 13(a) or 15(d) of the Exchange Act.
Appears in 1 contract
SEC Documents; Undisclosed Liabilities. (a) The Company LAVI has furnished or filed all reports, schedules, forms, statements and other documents (including exhibits and other information incorporated therein) required to be furnished or filed by the Company it with the SEC since January 1March 12, 2017 2008, pursuant to Sections 13(a), 14(a) and 15(d) of the Exchange Act (such documents, together with any documents filed with or furnished to the SEC during such period by the Company on a voluntary basis on a Current Report on Form 8-K, but excluding the Proxy Statement, being collectively referred to as the “Company SEC DocumentsReports”).
(b) Each Company As of its respective filing date, each SEC Document (i) at the time filed, Report complied in all material respects with the requirements of requirements of the ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act of 2002 and the Exchange Act or the Securities Act, as the case may be, and the rules and regulations of the SEC promulgated thereunder applicable to such Company SEC Document and (ii) did not at Report. Except to the time it was filed (or if amended extent that information contained in any SEC Report has been revised or superseded by a filing or amendment prior to later SEC Report, none of the date of this Agreement, then at the time of such filing or amendment) contain SEC Reports contains any untrue statement of a material fact or omit omits to state a 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. Each of the The consolidated financial statements of the Company LAVI included in the Company SEC Documents complied at the time it was filed Reports comply as to form in all material respects with applicable accounting requirements and the published rules and regulations of the SEC with respect thereto, was have been prepared in accordance with United States the U.S. generally accepted accounting principles (“GAAP”) (except, in the case of unaudited statements, as permitted by Form 10-Q of the SEC or other rules and regulations of the SEC) applied on a consistent basis during the periods involved (except as may be indicated in the notes thereto) and fairly presented in all material respects present the consolidated financial position of the Company LAVI and its consolidated Subsidiaries subsidiaries as of the dates thereof and the consolidated results of their operations and cash flows for the periods shown (subject, in the case of unaudited statements, to normal year-end audit adjustments).
(c) Neither Except as set forth in the Company nor any Company Subsidiary SEC Reports, LAVI has any no liabilities or obligations of any nature (whether accrued, absolute, contingent or otherwise) that, individually required by U.S. generally accepted accounting principles to be set forth on a balance sheet of LAVI or in the aggregate, have had notes thereto. There are no financial or would reasonably be expected to have a Company Material Adverse Effect.
(d) The Company maintains a system of “internal control over financial reporting” (as defined in Rules 13a-15(f) contractual obligations and 15d-15(f) of the Exchange Act) sufficient to provide reasonable assurance (i) that transactions are recorded as necessary to permit preparation of financial statements in conformity with GAAP, consistently applied, (ii) that transactions are executed only in accordance with the authorization of management and (iii) regarding prevention or timely detection of the unauthorized acquisition, use or disposition of the Company’s properties or assets.
(e) The “disclosure controls and procedures” (as defined in Rules 13a-15(e) and 15d-15(e) of the Exchange Act) utilized by the Company are reasonably designed to ensure that all information (both financial and non-financial) required to be disclosed by the Company in the reports that it files or submits under the Exchange Act is recorded, processed, summarized and reported within the time periods specified in the rules and forms of the SEC and that all such information required to be disclosed is accumulated and communicated to the management of the Company, as appropriate, to allow timely decisions regarding required disclosure and to enable the chief executive officer and chief financial officer of the Company to make the certifications required under the Exchange Act with respect to such reports.
(f) Neither the Company nor any of the Company Subsidiaries is a party to, or has any commitment to become a party to, any joint venture, off-balance sheet partnership or any similar Contract liabilities (including any Contract obligations to issue capital stock or arrangement relating to any transaction or relationship between or among the Company and any other securities of the Company Subsidiariesparent) due after the date hereof. All liabilities of LAVI shall have been paid off and shall in no event remain liabilities of LAVI, on the one hand, and any unconsolidated Affiliate, including any structured finance, special purpose or limited purpose entity or Person, on the other hand, or any “off-balance sheet arrangements” (as defined in Item 303(a) of Regulation S-K under the Exchange Act)), where the result, purpose or intended effect of such Contract is to avoid disclosure of any material transaction involving, or material liabilities of, the Company or any of the Company Subsidiaries in the Company’s or such Company Subsidiary’s published financial statements or other Company SEC Documents.
(g) Since January 1, 2019, none of the Company, the Company’s independent accountants, the Company Board Minera or the audit committee of Shareholders following the Company Board has received any oral or written notification of any (i) “significant deficiency” in the internal controls over financial reporting of the Company, (ii) “material weakness” in the internal controls over financial reporting of the Company or (iii) fraud, whether or not material, that involves management or other employees of the Company who have a significant role in the internal controls over financial reporting of the CompanyClosing.
(h) None of the Company Subsidiaries is, or has at any time since January 1, 2019 been, subject to the reporting requirements of Section 13(a) or 15(d) of the Exchange Act.
Appears in 1 contract
Sources: Share Exchange Agreement (Latin America Ventures, Inc.)
SEC Documents; Undisclosed Liabilities. (a) The Company ▇▇▇▇▇▇▇ has furnished or filed all reports, schedules, forms, statements and other documents (including exhibits and other information incorporated therein) required to be furnished or filed by the Company ▇▇▇▇▇▇▇ with the SEC since January 1December 30, 2017 2007 (such documents, together with any documents filed with or furnished to the SEC during such period by the Company ▇▇▇▇▇▇▇ on a voluntary basis on a Current Report on Form 8-K, but excluding the Joint Proxy StatementStatement and the Form S-4, being collectively referred to as the “Company ▇▇▇▇▇▇▇ SEC Documents”).
(b) Each Company ▇▇▇▇▇▇▇ SEC Document (i) at the time filed, complied in all material respects with the requirements of requirements of the ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act of 2002 (“SOX”) and the Exchange Act or the Securities Act, as the case may be, and the rules and regulations of the SEC promulgated thereunder applicable to such Company ▇▇▇▇▇▇▇ SEC Document and (ii) did not at the time it was filed (or if amended or superseded by a filing or amendment prior to the date of this Agreement, then at the time of such filing or amendment) 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. Each of the consolidated financial statements of the Company ▇▇▇▇▇▇▇ included in the Company ▇▇▇▇▇▇▇ SEC Documents complied at the time it was filed as to form in all material respects with applicable accounting requirements and the published rules and regulations of the SEC with respect thereto, was prepared in accordance with United States generally accepted accounting principles (“GAAP”) (except, in the case of unaudited statements, as permitted by Form 10-Q of the SEC or other rules and regulations of the SEC) applied on a consistent basis during the periods involved (except as may be indicated in the notes thereto) and fairly presented in all material respects the consolidated financial position of the Company ▇▇▇▇▇▇▇ and its consolidated Subsidiaries as of the dates thereof and the consolidated results of their operations and cash flows for the periods shown (subject, in the case of unaudited statements, to normal year-end audit adjustments).
(c) Neither the Company ▇▇▇▇▇▇▇ nor any Company ▇▇▇▇▇▇▇ Subsidiary has any liabilities or obligations of any nature (whether accrued, absolute, contingent or otherwise) that, individually or in the aggregate, have had or would reasonably be expected to have a Company ▇▇▇▇▇▇▇ Material Adverse Effect.
(d) The Company Each of the chief executive officer of ▇▇▇▇▇▇▇ and the chief financial officer of ▇▇▇▇▇▇▇ (or each former chief executive officer of ▇▇▇▇▇▇▇ and each former chief financial officer of ▇▇▇▇▇▇▇, as applicable) has made all applicable certifications required by Rule 13a-14 or 15d-14 under the Exchange Act and Sections 302 and 906 of SOX with respect to the ▇▇▇▇▇▇▇ SEC Documents, and the statements contained in such certifications are true and accurate. For purposes of this Agreement, “chief executive officer” and “chief financial officer” shall have the meanings given to such terms in SOX. None of ▇▇▇▇▇▇▇ or any of the ▇▇▇▇▇▇▇ Subsidiaries has outstanding, or has arranged any outstanding, “extensions of credit” to directors or executive officers within the meaning of Section 402 of SOX.
(e) ▇▇▇▇▇▇▇ maintains a system of “internal control over financial reporting” (as defined in Rules 13a-15(f) and 15d-15(f) of the Exchange Act) sufficient to provide reasonable assurance (i) that transactions are recorded as necessary to permit preparation of financial statements in conformity with GAAP, consistently applied, (ii) that transactions are executed only in accordance with the authorization of management and (iii) regarding prevention or timely detection of the unauthorized acquisition, use or disposition of the Company’s ▇▇▇▇▇▇▇’▇ properties or assets.
(ef) The “disclosure controls and procedures” (as defined in Rules 13a-15(e) and 15d-15(e) of the Exchange Act) utilized by the Company ▇▇▇▇▇▇▇ are reasonably designed to ensure that all information (both financial and non-financial) required to be disclosed by the Company ▇▇▇▇▇▇▇ in the reports that it files or submits under the Exchange Act is recorded, processed, summarized and reported within the time periods specified in the rules and forms of the SEC and that all such information required to be disclosed is accumulated and communicated to the management of the Company▇▇▇▇▇▇▇, as appropriate, to allow timely decisions regarding required disclosure and to enable the chief executive officer and chief financial officer of the Company ▇▇▇▇▇▇▇ to make the certifications required under the Exchange Act with respect to such reports.
(fg) Neither the Company ▇▇▇▇▇▇▇ nor any of the Company ▇▇▇▇▇▇▇ Subsidiaries is a party to, or has any commitment to become a party to, any joint venture, off-balance sheet partnership or any similar Contract (including any Contract or arrangement relating to any transaction or relationship between or among the Company ▇▇▇▇▇▇▇ and any of the Company ▇▇▇▇▇▇▇ Subsidiaries, on the one hand, and any unconsolidated Affiliate, including any structured finance, special purpose or limited purpose entity or Person, on the other hand, or any “off-balance balance-sheet arrangements” (as defined in Item 303(a) of Regulation S-K under the Exchange Act)), where the result, purpose or intended effect of such Contract is to avoid disclosure of any material transaction involving, or material liabilities of, the Company ▇▇▇▇▇▇▇ or any of the Company ▇▇▇▇▇▇▇ Subsidiaries in the Company’s ▇▇▇▇▇▇▇’▇ or such Company ▇▇▇▇▇▇▇ Subsidiary’s published financial statements or other Company ▇▇▇▇▇▇▇ SEC Documents.
(gh) Since January 14, 20192009, none of the Company▇▇▇▇▇▇▇, the Company’s ▇▇▇▇▇▇▇’▇ independent accountants, the Company ▇▇▇▇▇▇▇ Board or the audit committee of the Company ▇▇▇▇▇▇▇ Board has received any oral or written notification of any (i) “significant deficiency” in the internal controls over financial reporting of the Company▇▇▇▇▇▇▇, (ii) “material weakness” in the internal controls over financial reporting of the Company ▇▇▇▇▇▇▇ or (iii) fraud, whether or not material, that involves management or other employees of the Company ▇▇▇▇▇▇▇ who have a significant role in the internal controls over financial reporting of ▇▇▇▇▇▇▇. For purposes of this Agreement, the Companyterms “significant deficiency” and “material weakness” shall have the meanings assigned to them in Auditing Standard No. 5 of the Public Company Accounting Oversight Board, as in effect on the date of this Agreement.
(hi) None of the Company ▇▇▇▇▇▇▇ Subsidiaries is, or has at any time since January 1December 30, 2019 2007 been, subject to the reporting requirements of Section 13(a) or 15(d) of the Exchange Act.
Appears in 1 contract
SEC Documents; Undisclosed Liabilities. (a) The Company has furnished or filed all reports, schedules, forms, statements and other documents (including exhibits and other information incorporated therein) required to be furnished or filed by the Company with the SEC since January 1, 2017 2000 (such documents, together with any documents filed with or furnished to the SEC during such period by the Company on a voluntary basis on a Current Report on Form 8-K, but excluding the Proxy Statement, being collectively referred to as the “"Company SEC Documents”").
(b) Each . As of its respective date, each Company SEC Document (i) at the time filed, complied in all material respects with the applicable requirements of requirements of the ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act of 2002 and the Exchange Act or the Securities Act of 1933, as amended (the "Securities Act"), as the case may be, and the rules and regulations of the SEC promulgated thereunder applicable to such Company SEC Document Document, each as in effect on the date so filed, and (ii) did not at the time it was filed (or if amended or superseded by a filing or amendment prior to the date of this Agreement, then at the time of such filing or amendment) 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. Each of the The consolidated financial statements of the Company included in the Company SEC Documents complied at the time it was filed comply as to form in all material respects with applicable accounting requirements and the published rules and regulations of the SEC with respect thereto, was have been prepared in accordance with United States generally accepted accounting principles (“"GAAP”") (except, in the case of unaudited statements, as permitted by Form 10-Q of the SEC or other rules and regulations of the SEC) applied on a consistent basis during the periods involved (except as may be indicated otherwise stated in such financial statements, including the notes thereto) and fairly presented present, in all material respects respects, the consolidated financial position of the Company and its consolidated Subsidiaries subsidiaries as of the dates thereof and the consolidated results of their operations and cash flows for the periods shown then ended (subject, in the case of unaudited statements, to normal year-end audit adjustments).
. Except as set forth in the Filed Company SEC Documents (c) Neither as defined in Section 3.08), neither the Company nor any Company Subsidiary has any liabilities or obligations of any nature (whether accrued, absolute, contingent or otherwise) required by GAAP to be set forth on a consolidated balance sheet of the Company and its consolidated subsidiaries or in the notes thereto and that, individually or in the aggregate, have had or would reasonably be expected to have a Company Material Adverse Effect.
(d) The Company maintains a system of “internal control over financial reporting” (as defined , except for liabilities incurred in Rules 13a-15(f) and 15d-15(f) of the Exchange Act) sufficient to provide reasonable assurance (i) that transactions are recorded as necessary to permit preparation of financial statements in conformity with GAAP, consistently applied, (ii) that transactions are executed only in accordance connection with the authorization of management and (iii) regarding prevention or timely detection of the unauthorized acquisition, use or disposition of the Company’s properties or assets.
(e) The “disclosure controls and procedures” (as defined in Rules 13a-15(e) and 15d-15(e) of the Exchange Act) utilized performance by the Company are reasonably designed to ensure that all information (both financial and non-financial) required to be disclosed by of its obligations under this Agreement. Except as set forth in the Filed Company SEC Documents, the Company in the reports that it files or submits under the Exchange Act is recorded, processed, summarized and reported within the time periods specified in the rules and forms of the SEC and that all such information required to be disclosed is accumulated and communicated to the management of the Company, as appropriate, to allow timely decisions regarding required disclosure and to enable the chief executive officer and chief financial officer of the Company to make the certifications required under the Exchange Act with respect to such reports.
(f) Neither the Company nor any each of the Company Subsidiaries is a party tohave good and marketable title to all of their properties and assets, or has any commitment to become a party tofree and clear of all Liens, any joint venture, off-balance sheet partnership or any similar Contract (including any Contract or arrangement relating to any transaction or relationship between or among the Company and any of the Company Subsidiaries, on the one hand, and any unconsolidated Affiliate, including any structured finance, special purpose or limited purpose entity or Person, on the other hand, or any “off-balance sheet arrangements” (as defined in Item 303(a) of Regulation S-K under the Exchange Act)), except where the result, purpose failure to have such good or intended effect of such Contract is to avoid disclosure of any material transaction involving, or material liabilities of, the Company or any of the Company Subsidiaries in the Company’s or such Company Subsidiary’s published financial statements or other Company SEC Documents.
(g) Since January 1, 2019, none of the Company, the Company’s independent accountants, the Company Board marketable title or the audit committee existence of the Company Board has received any oral or written notification of any (i) “significant deficiency” in the internal controls over financial reporting of the Company, (ii) “material weakness” in the internal controls over financial reporting of the Company or (iii) fraud, whether or Liens would not material, that involves management or other employees of the Company who reasonably be expected to have a significant role in the internal controls over financial reporting of the CompanyCompany Material Adverse Effect.
(h) None of the Company Subsidiaries is, or has at any time since January 1, 2019 been, subject to the reporting requirements of Section 13(a) or 15(d) of the Exchange Act.
Appears in 1 contract
Sources: Merger Agreement (MSC Software Corp)
SEC Documents; Undisclosed Liabilities. (a) The Company has furnished or filed -------------------------------------- all required reports, schedules, forms, forms and registration statements and other documents (including exhibits and other information incorporated therein) required to be furnished or filed by the Company with the SEC since January 1, 2017 1998 (such documentscollectively, together with any and in each case including all exhibits and schedules thereto and documents filed with or furnished to incorporated by reference therein, the "SEC Documents"). As of their respective dates, the SEC during such period by the Company on a voluntary basis on a Current Report on Form 8-K, but excluding the Proxy Statement, being collectively referred to as the “Company SEC Documents”).
(b) Each Company SEC Document (i) at the time filed, Documents complied in all material respects with the requirements of requirements of the ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act of 2002 and the Exchange Securities Act or the Securities Exchange Act, as the case may be, and the rules and regulations of the SEC promulgated thereunder applicable to such Company SEC Document Documents, and none of the SEC Documents (iiincluding any and all financial statements included therein) did not at the time it was filed (or if amended or superseded by a filing or amendment prior to the date of this Agreement, then at the time as of such filing or amendment) contain dates contained any untrue statement of a material fact or omit 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. Each of the The consolidated financial statements of the Company included in the Company SEC Documents complied at (the time it was filed "SEC Financial Statements") comply as to form in all material respects with applicable accounting requirements and the published rules and regulations of the SEC with respect thereto, was have been prepared in accordance with United States generally accepted accounting principles (“GAAP”) (except, in the case of unaudited consolidated quarterly statements, as permitted by Form 10-Q of the SEC or other rules and regulations of the SEC) applied on a consistent basis during the periods involved (except as may be indicated in the notes thereto) and fairly presented present in all material respects the consolidated financial position of the Company and its consolidated Subsidiaries subsidiaries as of the dates thereof and the consolidated results of their operations and cash flows for the periods shown then ended (subject, in the case of unaudited quarterly statements, to normal year-end audit adjustments).
(c) Neither . Since December 31, 1999, neither the Company nor any Company Subsidiary of its subsidiaries, has incurred any liabilities or obligations of any nature (whether accrued, absolute, contingent or otherwise) thatrequired, if known, to be reflected or reserved against on a consolidated balance sheet of the Company prepared in accordance with GAAP except (i) as and to the extent set forth on the audited balance sheet of the Company and its subsidiaries as of December 31, 1999 (including the notes thereto), (ii) as incurred in connection with the transactions contemplated by this Agreement, (iii) as incurred after December 31, 1999 in the ordinary course of business and consistent with past practice, (iv) as described in the SEC Documents filed since December 31, 1999 (the "Recent SEC Documents"), or (v) as would not, individually or in the aggregate, have had or would reasonably be expected to have a Company Material Adverse Effect.
(d) The Company maintains a system of “internal control over financial reporting” (as defined in Rules 13a-15(f) and 15d-15(f) of the Exchange Act) sufficient to provide reasonable assurance (i) that transactions are recorded as necessary to permit preparation of financial statements in conformity with GAAP, consistently applied, (ii) that transactions are executed only in accordance with the authorization of management and (iii) regarding prevention or timely detection of the unauthorized acquisition, use or disposition of the Company’s properties or assets.
(e) The “disclosure controls and procedures” (as defined in Rules 13a-15(e) and 15d-15(e) of the Exchange Act) utilized by the Company are reasonably designed to ensure that all information (both financial and non-financial) required to be disclosed by the Company in the reports that it files or submits under the Exchange Act is recorded, processed, summarized and reported within the time periods specified in the rules and forms of the SEC and that all such information required to be disclosed is accumulated and communicated to the management of the Company, as appropriate, to allow timely decisions regarding required disclosure and to enable the chief executive officer and chief financial officer of the Company to make the certifications required under the Exchange Act with respect to such reports.
(f) Neither the Company nor any of the Company Subsidiaries is a party to, or has any commitment to become a party to, any joint venture, off-balance sheet partnership or any similar Contract (including any Contract or arrangement relating to any transaction or relationship between or among the Company and any of the Company Subsidiaries, on the one hand, and any unconsolidated Affiliate, including any structured finance, special purpose or limited purpose entity or Person, on the other hand, or any “off-balance sheet arrangements” (as defined in Item 303(a) of Regulation S-K under the Exchange Act)), where the result, purpose or intended effect of such Contract is to avoid disclosure of any material transaction involving, or material liabilities of, the Company or any of the Company Subsidiaries in the Company’s or such Company Subsidiary’s published financial statements or other Company SEC Documents.
(g) Since January 1, 2019, none of the Company, the Company’s independent accountants, the Company Board or the audit committee of the Company Board has received any oral or written notification of any (i) “significant deficiency” in the internal controls over financial reporting of the Company, (ii) “material weakness” in the internal controls over financial reporting of the Company or (iii) fraud, whether or not material, that involves management or other employees of the Company who have a significant role in the internal controls over financial reporting of the Company.
(h) None of the Company Subsidiaries is, or has at any time since January 1, 2019 been, subject to the reporting requirements of Section 13(a) or 15(d) of the Exchange Act.
Appears in 1 contract
SEC Documents; Undisclosed Liabilities. (a) The Company has furnished or filed all reports, schedules, forms, statements and other documents (including exhibits and other information incorporated therein) required to be furnished or filed by the Company with the SEC since January 1December 31, 2017 (such documents, together with any documents filed with or furnished 2009 pursuant to Sections 13(a) and 15(d) of the SEC during such period by the Company on a voluntary basis on a Current Report on Form 8-K, but excluding the Proxy Statement, being collectively referred to as the “Company SEC Documents”)Exchange Act.
(b) Each As of its respective date, each Company SEC Document (i) at filed with the time filed, SEC complied in all material respects with the requirements of requirements of the ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act of 2002 and the Exchange Act or the Securities Act, as the case may be, and the rules and regulations of the SEC promulgated thereunder applicable to such Company SEC Document Document, and (ii) did not at the time it was filed (or if amended or superseded by a filing or amendment prior to the date of this Agreement, then at the time of such filing or amendment) 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. Each Except to the extent that information contained in any Company SEC Document filed with the SEC has been revised or superseded by a later filed Company SEC Document, none of the Company SEC Documents filed with the SEC contained 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 consolidated financial statements of the Company included in the Company SEC Documents complied at filed with the time it was filed SEC comply as to form in all material respects with applicable accounting requirements and the published rules and regulations of the SEC with respect thereto, was have been prepared in accordance with United States generally accepted accounting principles (“GAAP”) (except, in the case of unaudited statements, as permitted by Form 10-Q of the SEC or other rules and regulations of the SEC) GAAP applied on a consistent basis during the periods involved (except as may be indicated in the notes thereto) and fairly presented present in all material respects the consolidated financial position of the Company and its consolidated Subsidiaries as of the dates thereof and the consolidated results of their operations and cash flows for the periods shown (subject, in the case of unaudited statements, to normal year-end audit adjustments).
(c) Neither Except (i) as reflected or reserved against in the balance sheet (or the notes thereto) as of December 31, 2010 included in the Company SEC Documents, (ii) as permitted or contemplated by this Agreement, (iii) for liabilities and obligations incurred since December 31, 2010 in the ordinary course of business, and (iv) for liabilities or obligations which have been discharged or paid in full in the ordinary course of business, neither the Company nor any Company Subsidiary of its Subsidiaries has any liabilities or obligations of any nature (nature, whether or not accrued, absolute, contingent or otherwise) that, that would be required by GAAP to be reflected on a consolidated balance sheet of the Company and its consolidated Subsidiaries (or in the notes thereto), other than those that would not, individually or in the aggregate, have had or would reasonably be expected to have a Company Material Adverse EffectEffect on the Company.
(d) The Company maintains a system of “internal control over financial reporting” (as defined in Rules 13a-15(f13a–15(f) and 15d-15(f15d–15(f) of the Exchange Act) sufficient to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with GAAP and includes those policies and procedures that (i) pertain to the maintenance of records that in reasonable detail accurately and fairly reflect the transactions and dispositions of the Company’s and its Subsidiaries’ assets; (ii) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in conformity accordance with GAAP, consistently applied, (ii) and that transactions the Company’s and its Subsidiaries’ receipts and expenditures are executed being made only in accordance with authorizations of the authorization of Company’s management and directors; and (iii) provide reasonable assurance regarding prevention or timely detection of the unauthorized acquisition, use or disposition of the Company’s properties or assetsand its Subsidiaries’ assets that could have a material effect on the Company’s financial statements.
(e) The “disclosure controls and procedures” (as defined in Rules 13a-15(e13a–15(e) and 15d-15(e15d–15(e) of the Exchange Act) utilized by the Company are reasonably designed to ensure that all information (both financial and non-financial) required to be disclosed by the Company in the reports that it files or submits under the Exchange Act is recorded, processed, summarized and reported within the time periods specified in the rules and forms of the SEC and that all such information required to be disclosed is accumulated and communicated to the management of the Company, as appropriate, to allow timely decisions regarding required disclosure and to enable the chief executive officer and chief financial officer of the Company to make the certifications required under the Exchange Act with respect to such reports.
(f) Neither the Company nor any of the Company Subsidiaries is a party to, or has any commitment to become a party to, any joint venture, off-balance sheet partnership or any similar Contract (including any Contract or arrangement relating to any transaction or relationship between or among the Company and any of the Company Subsidiaries, on the one hand, and any unconsolidated Affiliate, including any structured finance, special purpose or limited purpose entity or Person, on the other hand, or any “off-balance sheet arrangements” (as defined in Item 303(a) of Regulation S-K under the Exchange Act)), where the result, purpose or intended effect of such Contract is to avoid disclosure of any material transaction involving, or material liabilities of, the Company or any of the Company Subsidiaries in the Company’s or such Company Subsidiary’s published financial statements or other Company SEC Documents.
(g) Since January 1, 2019, none of the Company, the Company’s independent accountants, the Company Board or the audit committee of the Company Board has received any oral or written notification of any (i) “significant deficiency” in the internal controls over financial reporting of the Company, (ii) “material weakness” in the internal controls over financial reporting of the Company or (iii) fraud, whether or not material, that involves management or other employees of the Company who have a significant role in the internal controls over financial reporting of the Company.
(h) None of the Company Subsidiaries is, or has at any time since January 1, 2019 been, subject to the reporting requirements of Section 13(a) or 15(d) of the Exchange Act.
Appears in 1 contract
Sources: Merger Agreement (S1 Corp /De/)
SEC Documents; Undisclosed Liabilities. (a) The Company has furnished or filed --------------------------------------- all required reports, schedules, forms, statements and other documents (including exhibits and other information incorporated therein) required to be furnished or filed by the Company with the SEC since January 1, 2017 1997 (such documentsthe "SEC Documents"). As of their respective dates, together with any documents filed with or furnished to the SEC during such period by the Company on a voluntary basis on a Current Report on Form 8-K, but excluding the Proxy Statement, being collectively referred to as the “Company SEC Documents”).
(b) Each Company SEC Document (i) at the time filed, Documents complied in all material respects with the requirements of requirements of the ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Securities Act of 2002 and 1933 (the "Securities Act"), or the Exchange Act or the Securities Act, as the case may be, and the rules and regulations of the SEC promulgated thereunder applicable to such Company SEC Document Documents, and (ii) did not at none of the time it was filed (or if amended or superseded by a filing or amendment prior to the date of this Agreement, then at the time of such filing or amendment) contain SEC Documents contained any untrue statement of a material fact or omit 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. Each of the consolidated The financial statements of the Company included in the Company SEC Documents complied at the time it was filed comply as to form in all material respects with applicable accounting requirements and the published rules and regulations of the SEC with respect thereto, was have been prepared in accordance with United States generally accepted accounting principles (“GAAP”) GAAP (except, in the case of unaudited statements, as permitted by Form 10-Q of the SEC or other rules and regulations of the SEC) applied on a consistent basis during the periods involved (except as may be indicated in the notes thereto) and fairly presented in all material respects present the consolidated financial position of the Company and its consolidated Subsidiaries subsidiaries as of the dates thereof and the consolidated results of their operations and cash flows for the periods shown then ended (subject, in the case of unaudited statements, to normal year-end audit adjustments).
. Except as set forth in the Filed SEC Documents (c) Neither as defined below), neither the Company nor any Company Subsidiary of its subsidiaries has any liabilities or obligations of any nature (whether accrued, absolute, contingent or otherwise) thatrequired by GAAP to be set forth on a consolidated balance sheet of the Company and its consolidated subsidiaries or in the notes thereto and which, individually or in the aggregate, have had or would reasonably be expected to have a Company Material Adverse Effect.
(d) The Company maintains a system of “internal control over financial reporting” (as defined in Rules 13a-15(f) and 15d-15(f) of the Exchange Act) sufficient to provide reasonable assurance (i) that transactions are recorded as necessary to permit preparation of financial statements in conformity with GAAP, consistently applied, (ii) that transactions are executed only in accordance with the authorization of management and (iii) regarding prevention or timely detection of the unauthorized acquisition, use or disposition of the Company’s properties or assets.
(e) The “disclosure controls and procedures” (as defined in Rules 13a-15(e) and 15d-15(e) of the Exchange Act) utilized by the Company are reasonably designed to ensure that all information (both financial and non-financial) required to be disclosed by the Company in the reports that it files or submits under the Exchange Act is recorded, processed, summarized and reported within the time periods specified in the rules and forms of the SEC and that all such information required to be disclosed is accumulated and communicated to the management of the Company, as appropriate, to allow timely decisions regarding required disclosure and to enable the chief executive officer and chief financial officer of the Company to make the certifications required under the Exchange Act with respect to such reports.
(f) Neither the Company nor any of the Company Subsidiaries is a party to, or has any commitment to become a party to, any joint venture, off-balance sheet partnership or any similar Contract (including any Contract or arrangement relating to any transaction or relationship between or among the Company and any of the Company Subsidiaries, Effect on the one hand, and any unconsolidated Affiliate, including any structured finance, special purpose or limited purpose entity or Person, on the other hand, or any “off-balance sheet arrangements” (as defined in Item 303(a) of Regulation S-K under the Exchange Act)), where the result, purpose or intended effect of such Contract is to avoid disclosure of any material transaction involving, or material liabilities of, the Company or any of the Company Subsidiaries in the Company’s or such Company Subsidiary’s published financial statements or other Company SEC Documents.
(g) Since January 1, 2019, none of the Company, the Company’s independent accountants, the Company Board or the audit committee of the Company Board has received any oral or written notification of any (i) “significant deficiency” in the internal controls over financial reporting of the Company, (ii) “material weakness” in the internal controls over financial reporting of the Company or (iii) fraud, whether or not material, that involves management or other employees of the Company who have a significant role in the internal controls over financial reporting of the Company.
(h) None of the Company Subsidiaries is, or has at any time since January 1, 2019 been, subject to the reporting requirements of Section 13(a) or 15(d) of the Exchange Act.
Appears in 1 contract
SEC Documents; Undisclosed Liabilities. (a) The Company has filed or furnished or filed all reports, schedules, forms, statements and other documents (including exhibits and other information incorporated therein) required to be filed or furnished or filed by the Company with the SEC since January 1, 2017 2004 (such documents, together with any documents filed with or furnished to the SEC during such period by the Company on a voluntary basis on a Current Report on Form 8-K, but excluding the Proxy Statement, being collectively referred to as the “Company SEC Documents”).
(b) Each As of its respective date, and except to the extent revised or superseded by a later filed Company SEC Document, each Company SEC Document (i) at the time filed, complied in all material respects with the requirements of requirements of the ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act of 2002 and the Exchange Act or the Securities Act of 1933, as amended (the “Securities Act”), as the case may be, and the rules and regulations of the SEC promulgated thereunder applicable to such Company SEC Document Document, and (ii) did not at the time it was filed (or if amended or superseded by a filing or amendment prior to the date of this Agreement, then at the time of such filing or amendment) 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. Each of the The consolidated financial statements of the Company included in the Company SEC Documents complied at the time it was filed comply as to form in all material respects with applicable accounting requirements and the published rules and regulations of the SEC with respect thereto, was have been prepared in accordance with United States generally accepted accounting principles (“GAAP”) (except, in the case of unaudited statements, as permitted by Form 10-Q of the SEC or other rules and regulations of the SEC) applied on a consistent basis during the periods involved (except as may be indicated in the notes thereto) and fairly presented in all material respects present the consolidated financial position of the Company and its consolidated Subsidiaries subsidiaries as of the dates thereof and the consolidated results of their operations and cash flows for the periods shown (subject, in the case of unaudited statements, to normal year-end audit adjustments). The unaudited consolidated statements of the Company on Form 10-Q included in the Company SEC documents have been prepared in accordance with the requirements of Regulation S-X of the SEC and, on that basis, fairly present in all material respects the consolidated financial position of the Company as of the dates thereof and its consolidated results of operations and cash flows for the periods then ended.
(c) Neither Except as set forth in the Filed Company SEC Documents (as defined in Section 3.09), as of the date of this Agreement neither the Company nor any Company Subsidiary has any liabilities or obligations of any nature (whether accrued, absolute, contingent or otherwise) that, individually required by GAAP to be set forth on a consolidated balance sheet of the Company and its subsidiaries or in the aggregate, have had or would reasonably be expected to have a Company Material Adverse Effectnotes thereto.
(d) The With respect to each Company maintains SEC Document that is a system of “internal control over financial reporting” (as defined in Rules 13a-15(f) and 15d-15(f) of the Exchange Act) sufficient to provide reasonable assurance (i) that transactions are recorded as necessary to permit preparation of financial statements in conformity with GAAP, consistently applied, (ii) that transactions are executed only in accordance with the authorization of management and (iii) regarding prevention report on Form 10-K or timely detection of the unauthorized acquisition, use 10-Q or disposition of the Company’s properties or assets.an amendment thereto:
(e1) The “disclosure controls and procedures” (as defined in Rules 13a-15(e) and 15d-15(e) of the Exchange Act) utilized by the Company are reasonably designed to ensure that all information (both financial and non-financial) required to be disclosed by the Company in the reports that it files or submits under the Exchange Act is recorded, processed, summarized and reported within the time periods specified in the rules and forms of the SEC and that all such information required to be disclosed is accumulated and communicated to the management of the Company, as appropriate, to allow timely decisions regarding required disclosure and to enable the chief executive officer and the chief financial officer or chief accounting officer of the Company (the “Certifying Officers”) reviewed such report or amendment prior to its filing with the SEC;
(2) based on the knowledge of the Certifying Officers, and except to the extent revised or superseded by a later filed Company SEC Document, such report or amendment does not contain any untrue statement of any material fact or omit to state a material fact necessary to make the certifications required statements made, in light of the circumstances under the Exchange Act which such statements were made, not misleading with respect to the period covered by such reports.report or amendment;
(f3) Neither based on the knowledge of the Certifying Officers, and except to the extent revised or superseded by a later filed Company nor any SEC Document, the financial statements, and other financial information included in such report or amendment, fairly present in all material respects the financial condition, results of operations and cash flows of the Company Subsidiaries is a party to, or has any commitment to become a party to, any joint venture, off-balance sheet partnership or any similar Contract (including any Contract or arrangement relating to any transaction or relationship between or among the Company and any of the Company Subsidiaries, on the one handas of, and any unconsolidated Affiliatefor, including any structured finance, special purpose the periods presented in such report or limited purpose entity or Person, on amendment; or
(4) the other hand, or any “off-balance sheet arrangements” Certifying Officers are responsible for establishing and maintaining disclosure controls and procedures (as such term is defined in Item 303(aRule 13a-15(e) of Regulation S-K under the Exchange Act)), where the result, purpose or intended effect of such Contract is to avoid disclosure of any material transaction involving, or material liabilities of, ) for the Company and have: (i) designed such disclosure controls and procedures to ensure that material information relating to the Company, including its consolidated subsidiaries, is made known to them by others within those entities, particularly during the period in which such report or any amendment was being prepared; (ii) evaluated the effectiveness of the Company Subsidiaries in the Company’s disclosure controls and procedures as of a date within 90 days prior to the filing date of such report or amendment; and (iii) presented in such Company Subsidiaryreport or amendment their conclusions about the effectiveness of the Company’s published financial statements or other Company SEC Documentsdisclosure controls and procedures.
(g) Since January 1, 2019, none of the Company, the Company’s independent accountants, the Company Board or the audit committee of the Company Board has received any oral or written notification of any (i) “significant deficiency” in the internal controls over financial reporting of the Company, (ii) “material weakness” in the internal controls over financial reporting of the Company or (iii) fraud, whether or not material, that involves management or other employees of the Company who have a significant role in the internal controls over financial reporting of the Company.
(he) None of the Company Subsidiaries is, or has at any time since January 1, 2019 2004 been, subject to the reporting requirements of Section Sections 13(a) or and 15(d) of the Exchange Act.
Appears in 1 contract
SEC Documents; Undisclosed Liabilities. (a) The Company has furnished or filed all required reports, schedules, forms, statements and other documents (including exhibits and other information incorporated therein) required to be furnished or filed by the Company with the SEC since January 1, 2017 1998 (such documentscollectively, together with any and in each case including all exhibits and schedules thereto and documents filed with or furnished to incorporated by reference therein, and including without limitation the Recent Company SEC during such period by Documents (the Company on a voluntary basis on a Current Report on Form 8-K, but excluding the Proxy Statement, being collectively referred to as the “"Company SEC Documents”").
. As of their respective dates (b) Each Company SEC Document (i) or, if amended, at the time filedof such amended filing or, in the case of Securities Act registration statements, on their respective effective dates), the Company SEC Documents complied in all material respects with the requirements of requirements of the ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act of 2002 and the Exchange Securities Act or the Securities Exchange Act, as the case may be, and the rules and regulations of the SEC promulgated thereunder applicable to such Company SEC Document Documents, and none of the Company SEC Documents (iiincluding any and all financial statements included therein) did not at as of such dates and as of the time it was filed date hereof (or if amended or superseded by a filing or amendment except as set forth in subsequent filings with the SEC prior to the date of this Agreement, then at the time of such filing hereof) contained or amendment) contain any untrue statement of a material fact or omit 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. Each of the The consolidated financial statements of the Company included in the Company SEC Documents complied at (the time it was filed "Company SEC Financial Statements") comply as to form in all material respects with applicable accounting requirements and the published rules and regulations of the SEC with respect thereto, was have been prepared in accordance with United States generally accepted accounting principles (“GAAP”) GAAP (except, in the case of unaudited consolidated quarterly statements, as permitted by Form 10-Q of the SEC or other rules and regulations of the SEC) applied on a consistent basis during the periods involved (except as may be indicated in the notes thereto) and fairly presented in all material respects present the consolidated financial position of the Company and its consolidated Subsidiaries as of the dates thereof and the consolidated results of their operations and cash flows for the periods shown (subject, in the case of unaudited statements, to normal year-end audit adjustments).
(c) Neither the Company nor any Company Subsidiary has any liabilities or obligations of any nature (whether accrued, absolute, contingent or otherwise) that, individually or in the aggregate, have had or would reasonably be expected to have a Company Material Adverse Effect.
(d) The Company maintains a system of “internal control over financial reporting” (as defined in Rules 13a-15(f) and 15d-15(f) of the Exchange Act) sufficient to provide reasonable assurance (i) that transactions are recorded as necessary to permit preparation of financial statements in conformity with GAAP, consistently applied, (ii) that transactions are executed only in accordance with the authorization of management and (iii) regarding prevention or timely detection of the unauthorized acquisition, use or disposition of the Company’s properties or assets.
(e) The “disclosure controls and procedures” (as defined in Rules 13a-15(e) and 15d-15(e) of the Exchange Act) utilized by the Company are reasonably designed to ensure that all information (both financial and non-financial) required to be disclosed by the Company in the reports that it files or submits under the Exchange Act is recorded, processed, summarized and reported within the time periods specified in the rules and forms of the SEC and that all such information required to be disclosed is accumulated and communicated to the management of the Company, as appropriate, to allow timely decisions regarding required disclosure and to enable the chief executive officer and chief financial officer of the Company to make the certifications required under the Exchange Act with respect to such reports.
(f) Neither the Company nor any of the Company Subsidiaries is a party to, or has any commitment to become a party to, any joint venture, off-balance sheet partnership or any similar Contract (including any Contract or arrangement relating to any transaction or relationship between or among the Company and any of the Company Subsidiaries, on the one hand, and any unconsolidated Affiliate, including any structured finance, special purpose or limited purpose entity or Person, on the other hand, or any “off-balance sheet arrangements” (as defined in Item 303(a) of Regulation S-K under the Exchange Act)), where the result, purpose or intended effect of such Contract is to avoid disclosure of any material transaction involving, or material liabilities of, the Company or any of the Company Subsidiaries in the Company’s or such Company Subsidiary’s published financial statements or other Company SEC Documents.
(g) Since January 1, 2019, none of the Company, the Company’s independent accountants, the Company Board or the audit committee of the Company Board has received any oral or written notification of any (i) “significant deficiency” in the internal controls over financial reporting of the Company, (ii) “material weakness” in the internal controls over financial reporting of the Company or (iii) fraud, whether or not material, that involves management or other employees of the Company who have a significant role in the internal controls over financial reporting of the Company.
(h) None of the Company Subsidiaries is, or has at any time since January 1, 2019 been, subject to the reporting requirements of Section 13(a) or 15(d) of the Exchange Act.dates
Appears in 1 contract
Sources: Securities Purchase Agreement (Equity Marketing Inc)