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

SEC Filings; Financial Statements; Undisclosed Liabilities. (a) The Company has timely filed all material forms, reports, statements, schedules and other documents (including all exhibits and other information incorporated therein, amendments and supplements thereto) required to be filed by it with the SEC since July 1, 2018 (the “Lookback Start Date”) (as amended and supplemented from time to time, collectively, the “SEC Reports”). The SEC Reports (i) as of their respective dates of filing, complied as to form in all material respects with the applicable requirements of the Securities Act or the Exchange Act, and the Xxxxxxxx-Xxxxx Act of 2002, as applicable, and, in each case, the rules and regulations promulgated thereunder, and (ii) except to the extent amended or superseded by a subsequent filing, did not, at the time they were filed, or, if amended, as of such amendment (or with respect to the SEC Reports filed after the date of this Agreement, 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 light of the circumstances under which they were made, not misleading. None of the Company Subsidiaries is subject to the periodic reporting requirements of the Exchange Act (other than in its capacity as a Company Subsidiary). As of the date hereof, there are no outstanding or unresolved comments in comment letters from the SEC staff with respect to any of the SEC Reports. To the Knowledge of the Company, as of the date hereof, none of the SEC Reports is the subject of ongoing SEC review or outstanding SEC investigations.

SEC Filings; Financial Statements; Undisclosed Liabilities. (a) The Each of the Company and TransMontaigne Partners has timely filed all material forms, reports, statements, schedules schedules, certifications and other documents (including all exhibits and other information incorporated therein, amendments and supplements thereto) required to be filed by it with the SEC since July 1, 2018 2002 (the “Lookback Start Date”or, if later, since inception) (as amended and supplemented from time to time, collectively, the “SEC Reports”). The SEC Reports (including any documents or information incorporated by reference therein and including any management’s discussion and analysis of financial condition and results of operations, financial statements (including notes thereto) or schedules included therein) (i) as of their respective dates of filing, at the time they were filed complied as to form in all material respects with the applicable requirements of the Securities Act or of 1933, as amended (the “Securities Act”), the Exchange Act, and the Xxxxxxxx-Xxxxx Act of 2002, as applicable, and, in each case, the rules and regulations promulgated thereunder, and (ii) except to the extent amended or superseded by a subsequent filing, did not, at the time they were filed, or, if amended, as of such amendment (or with respect to the SEC Reports filed after the date of this Agreement, will not)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. None No Subsidiary (other than (A) the Subsidiaries listed as guarantors on the registration statement filed with respect to the Notes and (B) TransMontaigne Partners) is or has been required to file any form, report, statement, schedule, certification or other document with the SEC. Except as described in Section 3.07 of the Company Subsidiaries is subject to the periodic reporting requirements of the Exchange Act (other than in its capacity as a Company Subsidiary). As of the date hereofDisclosure Schedule, there are no outstanding or unresolved comments in comment letters received from the SEC staff with respect to any of the SEC Reports. To the Knowledge of the Company, as of the date hereof, none of the SEC Reports is the subject of ongoing SEC review or outstanding SEC investigations.

SEC Filings; Financial Statements; Undisclosed Liabilities. (a) The Company has timely filed all material forms, reports, registrations, statements, schedules certifications and other documents (including all exhibits and other information incorporated therein, amendments and supplements thereto) required to be filed by it with with, or furnished by the SEC since July Company to, the United States Securities and Exchange Commission (the "SEC") for all periods beginning on or after January 1, 2018 2003 (the “Lookback Start Date”) (as amended and supplemented from time to time, collectively, the “"Company SEC Reports”"). The Company SEC Reports (i) as of their respective dates of filing, complied as to form were prepared in all material respects accordance with the applicable requirements of the Exchange Act and the Securities Act or the Exchange Act, and the Xxxxxxxx-Xxxxx Act of 20021933, as applicable, and, in each case, amended (together with the rules and regulations promulgated thereunder, the "Securities Act"), and (ii) except to the extent amended or superseded by a subsequent filing, did not, at the time they were filed, as of their respective dates (or, if amended, as of such amendment (or with respect to the SEC Reports filed after the date of this Agreement, will notsuch amendment), 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 light of the circumstances under which they were made, not misleading. None The Company has made available to Parent and Merger Sub copies of all comment letters from the SEC relating to the Company Subsidiaries is subject to the periodic reporting requirements of the Exchange Act (other than in its capacity as a Company Subsidiary)SEC Reports and all responses thereto. As of the date hereofof this Agreement, there are no not outstanding or unresolved comments in comment letters received from the SEC staff with respect to any of the SEC ReportsSEC. To the Knowledge knowledge of the Company, as of the date hereof, none of the Company SEC Reports is the subject of ongoing SEC review review. No Company Subsidiary is required to file any form, report, registration, statement or outstanding SEC investigationsother document with the SEC.

SEC Filings; Financial Statements; Undisclosed Liabilities. (a) The Each of the Company and TransMontaigne Partners has timely filed all material forms, reports, statements, schedules schedules, certifications and other documents (including all exhibits and other information incorporated therein, amendments and supplements thereto) required to be filed by it with the SEC since July 1, 2018 2002 (the “Lookback Start Date”or, if later, since inception) (as amended and supplemented from time to time, collectively, the “"SEC Reports”"). The SEC Reports (including any documents or information incorporated by reference therein and including any management's discussion and analysis of financial condition and results of operations, financial statements (including notes thereto) or schedules included therein) (i) as of their respective dates of filing, at the time they were filed complied as to form in all material respects with the applicable requirements of the Securities Act or of 1933, as amended (the "Securities Act"), the Exchange Act, and the Xxxxxxxx-Xxxxx Act of 2002, as applicable, and, in each case, the rules and regulations promulgated thereunder, and (ii) except to the extent amended or superseded by a subsequent filing, did not, at the time they were filed, or, if amended, as of such amendment (or with respect to the SEC Reports filed after the date of this Agreement, will not)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. None No Subsidiary (other than (A) the Subsidiaries listed as guarantors on the registration statement filed with respect to the Notes and (B) TransMontaigne Partners) is or has been required to file any form, report, statement, schedule, certification or other document with the SEC. Except as described in Section 3.07 of the Company Subsidiaries is subject to the periodic reporting requirements of the Exchange Act (other than in its capacity as a Company Subsidiary). As of the date hereofDisclosure Schedule, there are no outstanding or unresolved comments in comment letters received from the SEC staff with respect to any of the SEC Reports. To the Knowledge of the Company, as of the date hereof, none of the SEC Reports is the subject of ongoing SEC review or outstanding SEC investigations.

SEC Filings; Financial Statements; Undisclosed Liabilities. (a) The Each of the Company and TransMontaigne Partners has timely filed all material forms, reports, statements, schedules schedules, certifications and other documents (including all exhibits and other information incorporated therein, amendments and supplements thereto) required to be filed by it with the SEC since July 1, 2018 2002 (the “Lookback Start Date”or, if later, since inception) (as amended and supplemented from time to time, collectively, the “"SEC Reports”REPORTS"). The SEC Reports (including any documents or information incorporated by reference therein and including any management discussion and analysis of financial condition and results of operations, financial statements (including notes thereto) or schedules included therein) (i) as of their respective dates of filing, at the time they were filed complied as to form in all material respects with the applicable requirements of the Securities Act or of 1933, as amended (the "SECURITIES ACT"), the Exchange Act, and the XxxxxxxxSarbanes-Xxxxx Oxley Act of 2002, as applicable, and, in each case, the rules and regulations promulgated thereunderpromulgxxxx xxxxxxxxxr, and (ii) except to the extent amended or superseded by a subsequent filing, did not, at the time they were filed, or, if amended, as of such amendment (or with respect to the SEC Reports filed after the date of this Agreement, will not)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. None No Subsidiary (other than (A) the Subsidiaries listed as guarantors on the registration statement filed with respect to the Notes and (B) TransMontaigne Partners) is or has been required to file any form, report, statement, schedule, certification or other document with the SEC. Except as described in Section 3.07 of the Company Subsidiaries is subject to the periodic reporting requirements of the Exchange Act (other than in its capacity as a Company Subsidiary). As of the date hereofDisclosure Schedule, there are no outstanding or unresolved comments in comment letters received from the SEC staff with respect to any of the SEC Reports. To the Knowledge of the Company, as of the date hereof, none of the SEC Reports is the subject of ongoing SEC review or outstanding SEC investigations.

SEC Filings; Financial Statements; Undisclosed Liabilities. (a) The Company has timely filed or furnished all material forms, reports, statements, schedules certifications and other documents (including all exhibits and other information incorporated therein, amendments and supplements thereto) in each case required to be filed by it with with, or furnished by it to, the SEC since July 1, 2018 U.S. Securities and Exchange Commission (the “Lookback Start SEC”) since January 1, 2017 (the “Applicable Date”) (as amended all such forms, reports, statements, certificates and supplemented from time to timeother documents filed since the Applicable Date, including all exhibits and other information incorporated therein, amendments and supplements thereto, collectively, the “SEC Reports”). The As of their respective SEC Reports filing dates, or, if amended or superseded by a subsequent filing, as of the date of such amendment or superseding filing, (i) as of their respective dates of filing, the SEC Reports complied as to form in all material respects with the applicable requirements of the Securities Act or of 1933 (the “Securities Act”), the Exchange Act, Act and the XxxxxxxxSxxxxxxx-Xxxxx Act of 2002, as applicablethe case may be, and, in each case, and the applicable rules and regulations promulgated thereunder, each as in effect on the date of any such filing and (ii) except to the extent amended or superseded by a subsequent filing, did not, at the time they were filed, or, if amended, as none of such amendment (or with respect to the SEC Reports so filed after the date of this Agreement, will not), contain contained any untrue statement of a material fact or omit omitted to state a any material fact required to be stated or incorporated by reference therein or necessary in order to make the statements made therein, in light of the circumstances under which they were made, not misleading. None of the Company Subsidiaries is subject to the periodic reporting requirements of the Exchange Act (other than in its capacity as a Company Subsidiary). As of the date hereof, there are no outstanding or unresolved comments in comment letters from the SEC staff with respect to any of the SEC Reports. To the Knowledge of the Company, as of the date hereof, none of the SEC Reports is the subject of ongoing SEC review or outstanding SEC investigations.

SEC Filings; Financial Statements; Undisclosed Liabilities. (a) The Each of the Company and TransMontaigne Partners has timely filed all material forms, reports, statements, schedules schedules, certifications and other documents (including all exhibits and other information incorporated therein, amendments and supplements thereto) required to be filed by it with the SEC since July 1, 2018 2002 (the “Lookback Start Date”or, if later, since inception) (as amended and supplemented from time to time, collectively, the “"SEC Reports”REPORTS"). The SEC Reports (including any documents or information incorporated by reference therein and including any management discussion and analysis of financial condition and results of operations, financial statements (including notes thereto) or schedules included therein) (i) as of their respective dates of filing, at the time they were filed complied as to form in all material respects with the applicable requirements of the Securities Act or of 1933, as amended (the "SECURITIES ACT"), the Exchange Act, and the XxxxxxxxSarbanes-Xxxxx Oxley Act of 2002, as applicable, and, in each casexxxx xxxx, the xxe rules and regulations promulgated thereunder, and (ii) except to the extent amended or superseded by a subsequent filing, did not, at the time they were filed, or, if amended, as of such amendment (or with respect to the SEC Reports filed after the date of this Agreement, will not)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. None No Subsidiary (other than (A) the Subsidiaries listed as guarantors on the registration statement filed with respect to the Notes and (B) TransMontaigne Partners) is or has been required to file any form, report, statement, schedule, certification or other document with the SEC. Except as described in Section 3.07 of the Company Subsidiaries is subject to the periodic reporting requirements of the Exchange Act (other than in its capacity as a Company Subsidiary). As of the date hereofDisclosure Schedule, there are no outstanding or unresolved comments in comment letters received from the SEC staff with respect to any of the SEC Reports. To the Knowledge of the Company, as of the date hereof, none of the SEC Reports is the subject of ongoing SEC review or outstanding SEC investigations.

SEC Filings; Financial Statements; Undisclosed Liabilities. (a) The Company has timely filed or furnished all material forms, reports, statements, schedules certifications and other documents (including all exhibits and other information incorporated therein, amendments and supplements thereto) in each case required to be filed by it with with, or furnished by it to, the SEC since July 1, 2018 U.S. Securities and Exchange Commission (the “Lookback Start SEC”) since January 1, 2017 (the “Applicable Date”) (as amended all such forms, reports, statements, certificates and supplemented from time to timeother documents filed since the Applicable Date, including all exhibits and other information incorporated therein, amendments and supplements thereto, collectively, the “SEC Reports”). The As of their respective SEC Reports filing dates, or, if amended or superseded by a subsequent filing, as of the date of such amendment or superseding filing, (i) as of their respective dates of filing, the SEC Reports complied as to form in all material respects with the applicable requirements of the Securities Act or of 1933 (the “Securities Act”), the Exchange Act, Act and the Xxxxxxxx-Xxxxx Act of 2002, as applicablethe case may be, and, in each case, and the applicable rules and regulations promulgated thereunder, each as in effect on the date of any such filing and (ii) except to the extent amended or superseded by a subsequent filing, did not, at the time they were filed, or, if amended, as none of such amendment (or with respect to the SEC Reports so filed after the date of this Agreement, will not), contain contained any untrue statement of a material fact or omit omitted to state a any material fact required to be stated or incorporated by reference therein or necessary in order to make the statements made therein, in light of the circumstances under which they were made, not misleading. None of the Company Subsidiaries is subject to the periodic reporting requirements of the Exchange Act (other than in its capacity as a Company Subsidiary). As of the date hereof, there are no outstanding or unresolved comments in comment letters from the SEC staff with respect to any of the SEC Reports. To the Knowledge of the Company, as of the date hereof, none of the SEC Reports is the subject of ongoing SEC review or outstanding SEC investigations.

SEC Filings; Financial Statements; Undisclosed Liabilities. (a) The Each of the Company and TransMontaigne Partners has timely filed all material forms, reports, statements, schedules schedules, certifications and other documents (including all exhibits and other information incorporated therein, amendments and supplements thereto) required to be filed by it with the SEC since July 1, 2018 2002 (the “Lookback Start Date”or, if later, since inception) (as amended and supplemented from time to time, collectively, the “SEC Reports”). The SEC Reports (including any documents or information incorporated by reference therein and including any management’s discussion and analysis of financial condition and results of operations, financial statements (including notes thereto) or schedules included therein) (i) as of their respective dates of filing, at the time they were filed complied as to form in all material respects with the applicable requirements of the Securities Act or of 1933, as amended (the “Securities Act”), the Exchange Act, and the XxxxxxxxSxxxxxxx-Xxxxx Act of 2002, as applicable, and, in each case, the rules and regulations promulgated thereunder, and (ii) except to the extent amended or superseded by a subsequent filing, did not, at the time they were filed, or, if amended, as of such amendment (or with respect to the SEC Reports filed after the date of this Agreement, will not)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. None No Subsidiary (other than (A) the Subsidiaries listed as guarantors on the registration statement filed with respect to the Notes and (B) TransMontaigne Partners) is or has been required to file any form, report, statement, schedule, certification or other document with the SEC. Except as described in Section 3.07 of the Company Subsidiaries is subject to the periodic reporting requirements of the Exchange Act (other than in its capacity as a Company Subsidiary). As of the date hereofDisclosure Schedule, there are no outstanding or unresolved comments in comment letters received from the SEC staff with respect to any of the SEC Reports. To the Knowledge of the Company, as of the date hereof, none of the SEC Reports is the subject of ongoing SEC review or outstanding SEC investigations.

SEC Filings; Financial Statements; Undisclosed Liabilities. (a) The Each of the Company and TransMontaigne Partners has timely filed all material forms, reports, statements, schedules schedules, certifications and other documents (including all exhibits and other information incorporated therein, amendments and supplements thereto) required to be filed by it with the SEC since July 1, 2018 2002 (the “Lookback Start Date”or, if later, since inception) (as amended and supplemented from time to time, collectively, the “"SEC Reports”REPORTS"). The SEC Reports (including any documents or information incorporated by reference therein and including any management discussion and analysis of financial condition and results of operations, financial statements (including notes thereto) or schedules included therein) (i) as of their respective dates of filing, at the time they were filed complied as to form in all material respects with the applicable requirements of the Securities Act or of 1933, as amended (the "SECURITIES ACT"), the Exchange Act, and the Xxxxxxxx-Xxxxx Act of 2002, as applicable, and, in each case, the rules and regulations promulgated thereunder, and (ii) except to the extent amended or superseded by a subsequent filing, did not, at the time they were filed, or, if amended, as of such amendment (or with respect to the SEC Reports filed after the date of this Agreement, will not)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. None No Subsidiary (other than (A) the Subsidiaries listed as guarantors on the registration statement filed with respect to the Notes and (B) TransMontaigne Partners) is or has been required to file any form, report, statement, schedule, certification or other document with the SEC. Except as described in Section 3.07 of the Company Subsidiaries is subject to the periodic reporting requirements of the Exchange Act (other than in its capacity as a Company Subsidiary). As of the date hereofDisclosure Schedule, there are no outstanding or unresolved comments in comment letters received from the SEC staff with respect to any of the SEC Reports. To the Knowledge of the Company, as of the date hereof, none of the SEC Reports is the subject of ongoing SEC review or outstanding SEC investigations.

SEC Filings; Financial Statements; Undisclosed Liabilities. (a) The Company has timely filed all material forms, reports, registrations, statements, schedules certifications and other documents (including all exhibits and other information incorporated therein, amendments and supplements thereto) required to be filed by it with with, or furnished by the SEC since July 1Company to, 2018 the United States Securities and Exchange Commission (the “Lookback Start DateSEC”) for all periods beginning on or after January 31, 2004 (as amended and supplemented from time to time, collectively, the “Company SEC Reports”). The Company SEC Reports (i) as of their respective dates of filing, complied as to form were prepared in all material respects accordance with the applicable requirements of the Exchange Act and the Securities Act or the Exchange Act, and the Xxxxxxxx-Xxxxx Act of 20021933, as applicable, and, in each case, amended (together with the rules and regulations promulgated thereunder, the “Securities Act”), and (ii) except to the extent amended or superseded by a subsequent filing, did not, at the time they were filed, or, if amended, as of such amendment (or with respect to the SEC Reports filed after the date of this Agreement, will not)their respective dates, 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 light of the circumstances under which they were made, not misleading. None of the Company Subsidiaries is subject to the periodic reporting requirements of the Exchange Act (other than in its capacity as a Company Subsidiary). As of the date hereofof this Agreement, there are no outstanding or unresolved comments in comment letters received from the SEC staff with respect to any of the SEC ReportsSEC. To the Knowledge of the Company, as As of the date hereof, to the Company’s knowledge, none of the Company SEC Reports is the subject of ongoing SEC review review. No Company Subsidiary is required to file any form, report, registration, statement or outstanding SEC investigationsother document with the SEC.