Common use of SEC Filings; Financial Statements; Information Provided Clause in Contracts

SEC Filings; Financial Statements; Information Provided. (a) All forms, reports and other documents required to be filed by the Company with the SEC since January 1, 2001 (including those that the Company may file after the date hereof until the Closing) are referred to herein as the “Company SEC Reports.” Except as set forth in Section 3.4 of the Company Disclosure Schedule, the Company SEC Reports (i) were or will be filed on a timely basis and (ii) were or will be prepared in compliance in all material respects with the applicable requirements of the Securities Act, and the Exchange Act, as the case may be, applicable to such Company SEC Reports. None of the Company SEC Reports when filed, after giving effect to any amendments and supplements thereto filed prior to the date hereof, 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 therein, in light of the circumstances under which they were made, not misleading. None of the Company’s Subsidiaries has filed, or is obligated to file, any forms, reports, schedules, statements or other documents with the SEC. As used in this Section 3.4(a), the term “filed” shall be broadly construed to include any manner in which a document or information is furnished, supplied or otherwise made available to the SEC.

SEC Filings; Financial Statements; Information Provided. (a) All Except as set forth in Section 3.4(a) of the Company Disclosure Schedule, all forms, reports and other documents required to be filed by the Company with the SEC since January 1, 2001 (including those that the Company may file after the date hereof until the Closing) are referred to herein as the “Company SEC Reports.” Except as set forth in Section 3.4 of the Company Disclosure Schedule, the The Company SEC Reports (i) were or will be filed on a timely basis and (ii) were or will be prepared in compliance in all material respects with the applicable requirements of the Securities Act, and the Exchange Act, as the case may be, applicable to such Company SEC Reports. None of the Company SEC Reports when filed, after giving effect to any amendments and supplements thereto filed prior to the date hereof, 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 therein, in light of the circumstances under which they were made, not misleading. None of the Company’s Subsidiaries has filed, or is obligated to file, any forms, reports, schedules, statements or other documents with the SEC. As used in this Section 3.4(a), the term “filed” shall be broadly construed to include any manner in which a document or information is furnished, supplied or otherwise made available to the SEC.

SEC Filings; Financial Statements; Information Provided. (a) All The Company has filed or furnished all forms, reports and other documents required to be filed or furnished by the Company with the SEC and state securities regulators, including all prospectuses and other materials used by it or on its behalf in connection with the offer and sale of securities issued by the Company since January 1, 2001 2003. Such forms, reports and other documents (including those forms, reports and other documents that the Company may file with or furnish to the SEC after the date hereof until the Closing, including the Proxy Statement) are referred to herein as the “Company SEC Reports.” Except as set forth in Section 3.4 of the Company Disclosure Schedule, the ”. The Company SEC Reports (i) were or will be filed or furnished on a timely basis and (ii) were or will be prepared in compliance in all material respects with the applicable requirements of the Securities Act, and the Exchange ActAct and applicable state securities laws, as the case may be, and the rules and regulations promulgated thereunder applicable to such Company SEC Reports. None of the Company SEC Reports when filedfiled or furnished, after giving effect to any amendments and supplements thereto filed prior to or, if amended, as of the date hereofof such amendment, 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 therein, in light of the circumstances under which they were made, not misleading. None No investigation by the SEC with respect to the Company or any its Subsidiaries is pending or, to the Knowledge of the Company’s Subsidiaries has filed, threatened. No Subsidiary of the Company is required, or is obligated has been required since January 1, 2003, to file, file or furnish any forms, reports, schedules, statements reports or other documents with the SEC. As used in this Section 3.4(a), the term “filed” shall be broadly construed to include any manner in which a document or information is furnished, supplied or otherwise made available to the SEC.

SEC Filings; Financial Statements; Information Provided. (a) All The Buyer has filed all registration statements, forms, reports and other documents required to be filed by the Company Buyer with the SEC since January 1, 2001 2010 and has made available to the Company copies of all registration statements, forms, reports and other documents filed by the Buyer with the SEC since such date, all of which are publicly available on the SEC’s XXXXX system. All such registration statements, forms, reports and other documents (including those that the Company Buyer may file after the date hereof until the Closing) are referred to herein as the “Company Buyer SEC ReportsDocuments.” Except as set forth in Section 3.4 of the Company Disclosure Schedule, the Company The Buyer SEC Reports Documents (i) were or will be filed on a timely basis and basis, (ii) at the time filed, were or will be prepared in compliance in all material respects with the applicable requirements of the Securities Act, Act and the Exchange Act, as the case may be, and the rules and regulations of the SEC thereunder applicable to such Company Buyer SEC Reports. None of Documents, and (iii) did not or will not at the Company SEC Reports when filed, after giving effect to any amendments and supplements thereto time they were or are filed prior to the date hereof, contained contain any untrue statement of a material fact or omitted omit to state any a material fact required to be stated therein in such Buyer SEC Documents or necessary in order to make the statements thereinin such Buyer SEC Documents, in the light of the circumstances under which they were made, not misleading. None of the Company’s Subsidiaries has filed, or is obligated to file, any forms, reports, schedules, statements or other documents with the SEC. As used in this Section 3.4(a), the term “filed” shall be broadly construed to include any manner in which a document or information is furnished, supplied or otherwise made available to the SEC.

SEC Filings; Financial Statements; Information Provided. (a) All The Company has filed all registration statements, forms, reports and other documents required to be filed by the Company with the SEC since January 1, 2001 2020 and prior to the date hereof. All such registration statements, forms, reports and other documents (including those that the Company may file exhibits and all other information incorporated therein), in each case, without giving effect to any amendment to any such document filed on or after the date hereof until the Closing) hereof, are referred to herein as the “Company SEC Reports.” Except as set forth in Section 3.4 of the Company Disclosure Schedule, the The Company SEC Reports (i) were or will be filed on a timely basis and basis, (ii) were or will be prepared in compliance at the time filed, complied as to form in all material respects with the applicable requirements of the Securities Act, and the Exchange Act, the Xxxxxxxx-Xxxxx Act, and the Xxxx-Xxxxx Act of 2010, as amended, as the case may be, be and applicable to such Company SEC Reports. None of Reports and (iii) except to the extent that information contained in a Company SEC Reports when filedReport has been revised, after giving effect to any amendments and supplements thereto amended, modified or superseded by a later filed prior to Company SEC Report, did not or will not at the date hereof, contained time they were or are filed contain any untrue statement of a material fact or omitted omit to state any a material fact required to be stated therein in such Company SEC Reports or necessary in order to make the statements thereinin such Company SEC Reports, in the light of the circumstances under which they were made, not misleading. None of the Company’s Subsidiaries has filed, or is obligated to file, misleading in any forms, reports, schedules, statements or other documents with the SEC. As used in this Section 3.4(a), the term “filed” shall be broadly construed to include any manner in which a document or information is furnished, supplied or otherwise made available to the SECmaterial respect.

SEC Filings; Financial Statements; Information Provided. (a) All The Buyer has filed all registration statements, forms, reports and other documents required to be filed by the Company Buyer with the SEC since January August 1, 2001 2000 and has made available to the Company copies of all registration statements, forms, reports and other documents filed by the Buyer with the SEC since such date, all of which are publicly available on the SEC's XXXXX system. All such registration statements, forms, reports and other documents (including those that the Company Buyer may file after the date hereof until the Closing) are referred to herein as the “Company "Buyer SEC Reports.” Except as set forth in Section 3.4 of the Company Disclosure Schedule, the Company " The Buyer SEC Reports (i) were or will be filed on a timely basis and basis, (ii) at the time filed, were or will be prepared in compliance in all material respects with the applicable requirements of the Securities Act, Act and the Exchange Act, as the case may be, and the rules and regulations of the SEC thereunder applicable to such Company Buyer SEC Reports. None of , and (iii) did not or will not at the Company SEC Reports when filed, after giving effect to any amendments and supplements thereto time they were or are filed prior to the date hereof, contained contain any untrue statement of a material fact or omitted omit to state any a material fact required to be stated therein in such Buyer SEC Reports or necessary in order to make the statements thereinin such Buyer SEC Reports, in the light of the circumstances under which they were made, not misleading. None of the Company’s Subsidiaries has filed, or is obligated to file, any forms, reports, schedules, statements or other documents with the SEC. As used in this Section 3.4(a), the term “filed” shall be broadly construed to include any manner in which a document or information is furnished, supplied or otherwise made available to the SEC.

SEC Filings; Financial Statements; Information Provided. (a) All forms, reports and other documents required to be filed by the Company with the SEC since January 1, 2001 1999 (including those that the Company may file after the date hereof until the Closing) are referred to herein as the “"Company SEC Reports.” Except as set forth in Section 3.4 of the Company Disclosure Schedule, the " The Company SEC Reports (i) were or will be filed on a timely basis and (ii) were or will be prepared in compliance in all material respects with the applicable requirements of the Securities Act of 1933, as amended (the "Securities Act"), and the Exchange Act, as the case may be, applicable to such Company SEC Reports. None of the Company SEC Reports when filed, after giving effect to any amendments and supplements thereto filed prior to the date hereof, 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 therein, in light of the circumstances under which they were made, not misleading. None of the Company’s Subsidiaries has filed, or is obligated to file, any forms, reports, schedules, statements or other documents with the SEC. As used in this Section 3.4(a), the term “filed” shall be broadly construed to include any manner in which a document or information is furnished, supplied or otherwise made available to the SEC.

SEC Filings; Financial Statements; Information Provided. (a) All The Company has filed all registration statements, forms, reports and other documents required to be filed by the Company with the SEC since January 1, 2001 2004 and has made available to the Parent copies of all registration statements, forms, reports and other documents filed by the Company with the SEC since such date, all of which are publicly available on the SEC's EDGAR system. All such registration statements, forms, reports and otxxx xocuments (including those that the Company may file after the date hereof until the Closing) are referred to herein as the “"Company SEC Reports.” Except as set forth in Section 3.4 of the Company Disclosure Schedule, the " The Company SEC Reports (i) were or will be filed on a timely basis and basis, (ii) at the time filed, were or will be prepared in compliance in all material respects with the applicable requirements of the Securities Act, Act and the Exchange Act, as the case may be, and the rules and regulations of the SEC thereunder applicable to such Company SEC Reports. None of , and (iii) did not or will not at the Company SEC Reports when filed, after giving effect to any amendments and supplements thereto time they were or are filed prior to the date hereof, contained contain any untrue statement of a material fact or omitted omit to state any a material fact required to be stated therein in such Company SEC Reports or necessary in order to make the statements thereinin such Company SEC Reports, in the light of the circumstances under which they were made, not misleading. None No Subsidiary of the Company’s Subsidiaries has filed, or Company is obligated to file, any forms, reports, schedules, statements or other documents with the SEC. As used in this Section 3.4(a), the term “filed” shall be broadly construed to include any manner in which a document or information is furnished, supplied or otherwise made available subject to the SECreporting requirements of Section 13(a) or Section 15(d) of the Exchange Act.

SEC Filings; Financial Statements; Information Provided. (a) All forms, reports and other documents required to be filed by the Company with the SEC since January 1, 2001 (including those that the Company may file after the date hereof until the Closing) are referred to herein as the “Company SEC Reports.” Except as set forth in Section 3.4 of the Company Disclosure Schedule, the The Company SEC Reports (i) were or will be filed on a timely basis and (ii) were or will be prepared in compliance in all material respects with the applicable requirements of the Securities Act of 1933, as amended (the “Securities Act”), and the Exchange Act, as the case may be, applicable to such Company SEC Reports. None of the Company SEC Reports when filed, after giving effect to any amendments and supplements thereto filed prior to the date hereof, 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 therein, in light of the circumstances under which they were made, not misleading. None of the Company’s Subsidiaries has filed, or is obligated to file, any forms, reports, schedules, statements or other documents with the SEC. As used in this Section 3.4(a), the term “filed” shall be broadly construed to include any manner in which a document or information is furnished, supplied or otherwise made available to the SEC.