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

SEC Filings; Financial Statements; Undisclosed Liabilities. (a) The Company has filed all forms, reports, statements, schedules and other documents required to be filed by it with the SEC since January 1, 2001 (collectively, the "SEC REPORTS"). The SEC Reports (i) were prepared in accordance with the applicable requirements of the Securities Act of 1933, as amended (the "SECURITIES ACT"), the Exchange Act, the Sarbanes-Oxley Act of 2002 and, in each case, the rules and regulatioxx xxxxxxxxxxx thereunder, and (ii) did not, at the time they were filed, or, if amended, 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 the light of the circumstances under which they were made, not misleading (including any financial statements or other documentation incorporated by reference therein). No Subsidiary is required to file any form, report or other document with the SEC. The Company has made available to Parent copies of all correspondence between the SEC, on the one hand, and the Company and any of the Subsidiaries, on the other hand, since January 1, 2001 through the date of this Agreement.

Appears in 1 contract

Samples: Agreement and Plan of Merger (Prime Hospitality Corp)

AutoNDA by SimpleDocs

SEC Filings; Financial Statements; Undisclosed Liabilities. (a) The Company has filed all forms, reports, statements, schedules and other documents required to be filed by it with the SEC since January 1, 2001 (collectively, the "SEC REPORTSReports"). The SEC Reports (i) were prepared in accordance with the applicable requirements of the Securities Act of 1933, as amended (the "SECURITIES ACTSecurities Act"), the Exchange Act, the Sarbanes-Oxley Act of 2002 andxxx, in each xx xxxx case, the rules and regulatioxx xxxxxxxxxxx regulations promulgated thereunder, and (ii) did not, at the time they were filed, or, if amended, 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 the light of the circumstances under which they were made, not misleading (including any financial statements or other documentation incorporated by reference therein). No Subsidiary is required to file any form, report or other document with the SEC. The Company has made available to Parent copies of all correspondence between the SEC, on the one hand, and the Company and any of the Subsidiaries, on the other hand, since January 1, 2001 through the date of this Agreement.

Appears in 1 contract

Samples: Agreement and Plan of Merger (Extended Stay America Inc)

SEC Filings; Financial Statements; Undisclosed Liabilities. (a) The Company has filed all forms, reports, statements, schedules and other documents required to be filed by it with the SEC since January July 1, 2001 (collectively, the "SEC REPORTSReports"). The SEC Reports (i) were prepared in accordance with the applicable requirements of the Securities Act of 1933, as amended (the "SECURITIES ACTSecurities Act"), the Exchange Act, the Sarbanes-Oxley Act of 2002 and, in each case, the rules and regulatioxx xxxxxxxxxxx thereunder, and (ii) did not, at the time they were filed, or, if amended, 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 the light of the circumstances under which they were made, not misleading (including any financial statements or other documentation incorporated by reference therein). No Subsidiary is required to file any form, report or other document with the SEC. The Company has made available to Parent copies of all correspondence between the SEC, on the one hand, and the Company and any of the Subsidiaries, on the other hand, since January July 1, 2001 through the date of this Agreement.

Appears in 1 contract

Samples: Agreement and Plan of Merger (Boca Resorts Inc)

SEC Filings; Financial Statements; Undisclosed Liabilities. (a) The Company has filed all forms, reports, statements, schedules and other documents required to be filed by it with the SEC since January 1, 2001 (collectively, the "SEC REPORTS"). The SEC Reports (i) were prepared in accordance with the applicable requirements of the Securities Act of 1933, as amended (the "SECURITIES ACT"), the Exchange Act, the Sarbanes-Oxley Act of 2002 and, in each case, the rules and regulatioxx regulations xxxxxxxxxxx thereunderxxereunder, and (ii) did not, at the time they were filed, or, if amended, 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 the light of the circumstances under which they were made, not misleading (including any financial statements or other documentation incorporated by reference therein). No Subsidiary is required to file any form, report or other document with the SEC. The Company has made available to Parent copies of all correspondence between the SEC, on the one hand, and the Company and any of the Subsidiaries, on the other hand, since January 1, 2001 through the date of this Agreement.

Appears in 1 contract

Samples: Agreement and Plan of Merger (Prime Hospitality Corp)

AutoNDA by SimpleDocs

SEC Filings; Financial Statements; Undisclosed Liabilities. (a) The Company has filed all forms, reports, statements, schedules and other documents required to be filed by it with the SEC since January July 1, 2001 (collectively, the "SEC REPORTSReports"). The SEC Reports (i) were prepared in accordance with the applicable requirements of the Securities Act of 1933, as amended (the "SECURITIES ACTSecurities Act"), the Exchange Act, the Sarbanes-Oxley Act of 2002 and, in each case, the rules and regulatioxx regulations xxxxxxxxxxx thereunderxxereunder, and (ii) did not, at the time they were filed, or, if amended, 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 the light of the circumstances under which they were made, not misleading (including any financial statements or other documentation incorporated by reference therein). No Subsidiary is required to file any form, report or other document with the SEC. The Company has made available to Parent copies of all correspondence between the SEC, on the one hand, and the Company and any of the Subsidiaries, on the other hand, since January July 1, 2001 through the date of this Agreement.

Appears in 1 contract

Samples: Agreement and Plan of Merger (Huizenga H Wayne)

Time is Money Join Law Insider Premium to draft better contracts faster.