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

SEC Filings; Financial Statements; Undisclosed Liabilities. (a) The Company has filed or furnished (as applicable) all forms, reports, statements, schedules and other documents required to be filed or furnished (as applicable) by it with the SEC since August 1, 2013 (as amended through the date hereof, collectively, the “SEC Reports”). As of their respective dates, or, if amended prior to the date hereof, as of the date of the last such amendment, the SEC Reports (i) were prepared (and any SEC Reports filed after the date hereof will have been prepared), in all material respects, in accordance with the applicable requirements of the Securities Act of 1933, as amended (the “Securities Act”), the Exchange Act, and, in each case, the rules and regulations promulgated thereunder, and (ii) did not and will not, at the time they were or will be filed, or, if amended prior to the date hereof, as of the date of such 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 made therein, in light of the circumstances under which they were made, not misleading.

SEC Filings; Financial Statements; Undisclosed Liabilities. (a) The Company has timely filed or furnished (as applicable) all forms, reports, statements, schedules statements and other documents (including all exhibits, supplements and amendments thereto) required to be filed or furnished (as applicable) by it with the SEC since August January 1, 2013 2014 (collectively, with any amendments thereto, such documents as amended through filed with or furnished to the date hereofSEC since January 1, collectively2014, the “Company SEC Reports”). As Each Company SEC Report (including any financial statements or schedules included therein) (i) as of their respective dates, or, its date and if amended prior to the date hereof, as of the date of the last such amendment, the SEC Reports (i) were prepared (and any SEC Reports filed after the date hereof will have been prepared), in all material respects, in accordance with the applicable requirements of the Securities Act of 1933, as amended (the “Securities Act”), the Exchange Act, and, in each case, the rules and regulations promulgated thereunder, and (ii) did not and will not, at the time they were or will be filed, or, if amended prior to the date hereof, as of the date of such amendment, complied or, if filed subsequent to the date hereof, at the time of filing will comply, in all material respects with the requirements of the Securities Act or the Exchange Act, as the case may be, and (ii) did not, or, if filed subsequent to the date of this Agreement, at the time of filing 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 made therein, in the light of the circumstances under which they were made, not misleading. No Subsidiary of the Company is or has been required to file any form, report or other document with the SEC.

SEC Filings; Financial Statements; Undisclosed Liabilities. (a) The Company has timely filed or furnished (as applicable) all forms, reports, statements, schedules and other documents required to be filed or furnished (as applicable) by it with the SEC since August 1December 31, 2013 2014 (as amended through the date hereofAgreement Date, collectively, the “SEC Reports”). As of their respective dates, or, if amended prior to the date hereofAgreement Date, as of the date of the last such amendment, the SEC Reports (i) were prepared (and any SEC Reports filed after the date hereof Agreement Date will have been prepared), in all material respects, in accordance with the applicable requirements of the Securities Act of 1933, as amended 1933 (the “Securities Act”), the Exchange Act and/or the Xxxxxxxx-Xxxxx Act of 2002 (the “Xxxxxxxx-Xxxxx Act”), as the case may be, and, in each case, the rules and regulations promulgated thereunder, and (ii) did not and will not, at the time they were filed or will be filed, or, if amended prior to the date hereofAgreement Date, as of the date of such 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 made therein, in light of the circumstances under which they were made, not misleading.

SEC Filings; Financial Statements; Undisclosed Liabilities. (a) The Other than as set forth in SECTION 4.07 of the Company Disclosure Letter, the Company has timely filed or furnished (as applicable) all forms, reports, statements, schedules certifications and other documents (including all exhibits, supplements and amendments thereto) required to be filed or furnished (as applicable) by it with the SEC since August January 1, 2013 2004 (as amended through the date hereof, collectively, with any amendments thereto, the “"SEC Reports”REPORTS"). As Each SEC Report (including any financial statements or schedules included therein) (i) as of their respective dates, or, its date and if amended prior to the date hereof, hereof as of the date of the last such amendment, the SEC Reports (i) were prepared (and any SEC Reports complied or, if filed after subsequent to the date hereof hereof, at the time of filing will have been prepared)comply, in all material respects, in accordance respects with the applicable requirements of the Securities Act of 1933, as amended (the “Securities Act”), "SECURITIES ACT") or the Exchange Act, and, in each case, as the rules and regulations promulgated thereundercase may be, and (ii) did not and will not, or, if filed subsequent to the date of this Agreement, at the time they were or of filing will be filed, or, if amended prior to the date hereof, as of the date of such amendmentnot, contain any untrue statement of a material fact or omit to state a material fact required to be stated or incorporated by reference therein or necessary in order to make the statements made therein, in the light of the circumstances under which they were made, not misleading. No Subsidiary is or has been required to file any form, report or other document with the SEC. Other than as set forth in SECTION 4.07 of the Company Disclosure Letter, the Company has not received notice from the SEC regarding any review or investigation and there is no ongoing review or investigation of the Company or any of its Affiliates by the SEC.

SEC Filings; Financial Statements; Undisclosed Liabilities. (a) The Company has timely filed or furnished (as applicable) all forms, reports, statements, schedules statements and other documents (including all exhibits, supplements and amendments thereto) required to be filed or furnished (as applicable) by it with the SEC since August January 1, 2013 2015 (collectively, with any amendments thereto, such documents as amended through filed with or furnished to the date hereofSEC since January 1, collectively2015, the “Company SEC Reports”). As Each Company SEC Report (including any financial statements or schedules included therein) (i) as of their respective dates, or, its date and if amended prior to the date hereof, hereof as of the date of the last such amendment, the SEC Reports complied (i) were prepared (and any SEC Reports or, if filed after subsequent to the date hereof hereof, at the time of filing, will have been prepared), comply) as to form in all material respects, in accordance respects with the applicable requirements of the Securities Act of 1933, as amended (the “Securities Act”), or the Exchange Act, and, in each case, as the rules and regulations promulgated thereundercase may be, and (ii) did not and will not, at the time they were or will be filed, or, if amended prior filed subsequent to the date hereof, as at the time of the date of such amendmentfiling 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 made therein, in the light of the circumstances under which they were made, not misleading. No Subsidiary of the Company is or has been required to file any form, report or other document with the SEC.

SEC Filings; Financial Statements; Undisclosed Liabilities. (a) The Company Parent has timely filed or furnished (as applicable) all forms, reports, statements, schedules statements and other documents (including all exhibits, supplements and amendments thereto) required to be filed or furnished (as applicable) by it with the SEC since August January 1, 2013 2015 (collectively, with any amendments thereto, such documents as amended through filed with or furnished to the date hereofSEC since January 1, collectively2015, the “Parent SEC Reports”). As Each Parent SEC Report (including any financial statements or schedules included therein) (i) as of their respective dates, or, its date and if amended prior to the date hereof, hereof as of the date of the last such amendment, the SEC Reports complied (i) were prepared (and any SEC Reports or, if filed after subsequent to the date hereof hereof, at the time of filing, will have been prepared), comply) as to form in all material respects, in accordance respects with the applicable requirements of the Securities Act of 1933, as amended (the “Securities Act”), or the Exchange Act, and, in each case, as the rules and regulations promulgated thereundercase may be, and (ii) did not and will not, at the time they were or will be filed, or, if amended prior filed subsequent to the date hereof, as at the time of the date of such amendmentfiling 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 made therein, in the light of the circumstances under which they were made, not misleading.

SEC Filings; Financial Statements; Undisclosed Liabilities. (a) The Since January 1, 2007, the Company and each of its Subsidiaries that is required to do so has timely filed or furnished (as applicable) all forms, reportsdocuments, statements, schedules exhibits and other documents reports required to be filed or furnished (as applicable) by it prior to the date hereof with the SEC since August 1, 2013 United States Securities and Exchange Commission (as amended through the date hereof, collectively“SEC”) under the Securities Act or the Exchange Act (collectively with any amendments thereto, the “SEC ReportsFilings”). As Each of their respective datesthe SEC Filings, in each case as of its date, or, if amended, as finally amended prior to the date hereofof this Agreement, has complied as of the date of the last such amendment, the SEC Reports (i) were prepared (and any SEC Reports filed after the date hereof will have been prepared), to form in all material respects, in accordance respects with the applicable requirements of the Securities Act, the Xxxxxxxx-Xxxxx Act of 1933, as amended 2002 (the “Securities Xxxxxxxx-Xxxxx Act”), ) and the Exchange Act, and, in each case, the rules and regulations promulgated thereunder, and (ii) did not and will not, at the time they were or will be filed, or, if amended prior to the date hereof, as none of the date of such amendment, contain SEC Filings 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 made therein, in light of the circumstances under which they were made, not misleading. As of the date of this Agreement, there are no outstanding or unresolved comment letters received from the SEC staff with respect to any of the SEC Filings.

SEC Filings; Financial Statements; Undisclosed Liabilities. (a) The Other than as set forth in Section 4.07 of the Company Disclosure Letter, the Company has timely filed or furnished (as applicable) all forms, reports, statements, schedules statements and other documents (including all exhibits, supplements and amendments thereto) required to be filed or furnished (as applicable) by it with the SEC since August July 1, 2013 2004 (as amended through the date hereofcollectively, collectivelywith any amendments thereto, the “SEC Reports”). As Each SEC Report (including any financial statements or schedules included therein) (i) as of their respective dates, or, its date of filing and if amended prior to the date hereof, hereof as of the date of the last filing of such amendment, the SEC Reports (i) were prepared (and any SEC Reports complied or, if filed after subsequent to the date hereof hereof, at the time of filing will have been prepared)comply, in all material respects, in accordance respects with the applicable requirements of the Securities Act of 1933, as amended (the “Securities Act”), or the Exchange Act, andas the case may be, and the Sxxxxxxx-Xxxxx Act of 2002 (the “Sxxxxxxx-Xxxxx Act”), including, in each case, the rules and regulations promulgated thereunder, and (ii) did not as of its date of filing and will not, at the time they were or will be filed, or, if amended prior to the date hereof, hereof as of the date of filing of such amendmentamendment did not, or, if filed subsequent to the date of this Agreement, at the time of filing will not, contain any untrue statement of a material fact or omit as of its date of filing and if amended prior to the date hereof as of the date of filing of such amendment did not omit, or, if filed subsequent to the date of this Agreement, at the time of filing will not omit, to state a material fact required to be stated therein or necessary in order to make the statements made therein, in the light of the circumstances under which they were or are made, not misleading.

SEC Filings; Financial Statements; Undisclosed Liabilities. (a) The Company has filed or furnished (as applicable) all forms, reports, statements, schedules and other documents required to be filed or furnished (as applicable) by it with the SEC since August January 1, 2013 2014 (as amended through the date hereof, collectively, the “SEC Reports”). As of their respective dates, or, if amended prior to the date hereof, as of the date of the last such amendment, the SEC Reports (i) were prepared (and any SEC Reports filed after the date hereof will have been prepared), in all material respects, in accordance with the applicable requirements of the Securities Act of 1933, as amended (the “Securities Act”), the Exchange Act, and, in each case, the rules and regulations promulgated thereunder, thereunder and (ii) did not and will not, at the time they were or will be filed, or, if amended prior to the date hereof, as of the date of such 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 made therein, in light of the circumstances under which they were made, not misleading.

SEC Filings; Financial Statements; Undisclosed Liabilities. (a) The Company has filed or furnished (as applicable) otherwise transmitted all forms, reports, statements, schedules certifications and other documents (including all exhibits, amendments and supplements thereto) required to be filed or furnished (as applicable) by it with the SEC Securities and Exchange Commission (the “SEC”) since August January 1, 2013 2004 (as amended through the date hereofall such forms, reports, statements, certificates and other documents filed since January 1, 2004, collectively, the “SEC Reports”). As Each of their respective datesthe SEC Reports, or, if as amended prior to the date hereof, as of the date of the last such amendment, the SEC Reports (i) were prepared (and any SEC Reports filed after the date hereof will have been prepared), complied in all material respects, in accordance respects with the applicable requirements of the Securities Act of 1933, as amended (the “Securities Act”), and the rules and regulations promulgated thereunder and the Exchange Act, and, in each case, Act and the rules and regulations promulgated thereunder, and (ii) did not and will noteach as in effect on the date so filed. None of the SEC Reports contained, at the time they were or will be filed, or, if when filed as finally amended prior to the date hereof, as of the date of such amendment, contain any untrue statement of a material fact or omit omitted to state a material fact required to be stated or incorporated by reference therein or necessary in order to make the statements made therein, in the light of the circumstances under which they were made, not misleading. To the knowledge of the Company, as of the date hereof, there are no unresolved SEC comments.

SEC Filings; Financial Statements; Undisclosed Liabilities. (a) The Company has timely filed or furnished (as applicable) all forms, reports, statements, schedules and other documents required to be filed or furnished (as applicable) by it the Company with the SEC since August 1January 31, 2013 2014 (as amended through the date hereoftogether with all amendments thereto, collectively, the “SEC Reports”). As of their respective dates, or, if amended prior to the date hereofAgreement Date, as of the date of the last such amendment, the SEC Reports (i) were prepared (and any SEC Reports filed after the date hereof Agreement Date will have been prepared), in all material respects, in accordance with the applicable requirements of the Securities Act of 1933, as amended 1933 (the “Securities Act”), the Exchange Act and/or the Xxxxxxxx-Xxxxx Act of 2002 (the “Xxxxxxxx-Xxxxx Act”), as the case may be, and, in each case, the rules and regulations promulgated thereunder, and (ii) did not and will not, at the time they were filed or will be filed, or, if amended prior to the date hereofAgreement Date, as of the date of such 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 made therein, in light of the circumstances under which they were made, not misleading.

SEC Filings; Financial Statements; Undisclosed Liabilities. (a) The Company has timely filed or furnished (as applicable) all forms, reports, statements, schedules and other documents required to be filed or furnished (as applicable) by it the Company with the SEC since August 1January 31, 2013 2015 (as amended through the date hereoftogether with all amendments thereto, collectively, the “SEC Reports”). As of their respective dates, or, if amended prior to the date hereofAgreement Date, as of the date of the last such amendment, the SEC Reports (i) were prepared (and any SEC Reports filed after the date hereof Agreement Date will have been prepared), in all material respects, in accordance with the applicable requirements of the Securities Act of 1933, as amended 1933 (the “Securities Act”), the Exchange Act and/or the Xxxxxxxx-Xxxxx Act of 2002 (the “Xxxxxxxx-Xxxxx Act”), as the case may be, and, in each case, the rules and regulations promulgated thereunder, and (ii) did not and will not, at the time they were filed or will be filed, or, if amended prior to the date hereofAgreement Date, as of the date of such 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 made therein, in light of the circumstances under which they were made, not misleading.

SEC Filings; Financial Statements; Undisclosed Liabilities. (a) The Since January 1, 2020, the Company has timely filed or furnished (as applicable) with the Commission all registration statements, prospectuses, forms, reports, definitive proxy statements, schedules and other documents required to be filed or furnished (as applicable) by it with under the SEC since August 1Securities Act or the Exchange Act, 2013 as the case may be (as amended through the date hereof, collectively, the “SEC ReportsFilings”). As Each SEC Filing, as amended or supplemented (prior to the date of their respective datesthis Agreement), if applicable, (i) as of its date, or, if amended prior to the date hereofamended, as of the date of the last such amendment, the SEC Reports (i) were prepared (and any SEC Reports filed after the date hereof will have been prepared), complied in all material respects, in accordance respects with the applicable requirements of the Securities Act, the Exchange Act and the Xxxxxxxx-Xxxxx Act of 19332002, as amended (the “Securities Xxxxxxxx-Xxxxx Act”), as the Exchange Actcase may be, and, in each case, and the rules and regulations promulgated of the Commission thereunder, applicable to such SEC Filing, and (ii) did not and will not, at the time they were it was filed (or will be filedat the time it became effective in the case of registration statements), or, if amended prior to the date hereofamended, as of the date of the last such 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 made therein, in the light of the circumstances under which they were made, not misleading.

SEC Filings; Financial Statements; Undisclosed Liabilities. (a) The Company has filed or furnished (as applicable) all forms, reports, statements, schedules and other documents required to be filed or furnished (as applicable) by it with or to the SEC since August January 1, 2013 (as amended through the date hereof, collectively, the “SEC Reports”). As of their respective dates, or, if amended prior to the date hereof, as of the date of the last such amendment, the SEC Reports (i) were prepared (and any SEC Reports filed after the date hereof hereof, including the Proxy Statement, will have been prepared), in all material respects, in accordance with the applicable requirements of the Securities Act of 1933, as amended (the “Securities Act”), the Exchange Act, and, in each case, the rules and regulations promulgated thereunder, and (ii) did not and will not, at the time they were or will be filed, or, if amended prior to the date hereof, as of the date of such 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 made therein, in light of the circumstances under which they were made, not misleading.