Common use of SEC Reporting Clause in Contracts

SEC Reporting. Buyer has timely filed all reports, schedules, forms, statements and other documents required to be filed by Buyer (hereinafter “SEC Reports”) under the Securities Act of 1933, as amended, and the rules and regulation promulgated thereunder (the “Securities Act”) and the Exchange Act of 1934, as amended, and the rules and regulations promulgated thereunder (the “Exchange Act”). As of their respective dates, the SEC Reports complied in all material respects with the requirements of the Exchange Act, or the Securities Act, as the case may be, and the rules and regulations of the U.S. Securities and Exchange Commission promulgated thereunder. None of the SEC Reports, including any financial statements or schedules included or incorporated by reference therein (the “Financial Statements”), at the time filed or, if amended or superseded by a subsequent filing, as of the date of the last such amendment or superseding filing, contained any untrue statement of a material fact or omitted to state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. The Financial Statements and the related notes have been prepared in accordance with accounting principles generally accepted in the United States, consistently applied, during the periods involved (except (i) as may be otherwise indicated in the Financial Statements or the notes thereto, or (ii) in the case of unaudited interim statements, to the extent they may not include footnotes, may be condensed or summary statements or may conform to the SEC’s rules and instructions for Quarterly Reports on Form 10-Q) and fairly present in all material respects the consolidated financial position of Buyer and its subsidiaries as of the dates thereof and the consolidated results of its operations and cash flows for the periods then ended (subject, in the case of unaudited statements, to normal year-end audit adjustments).

SEC Reporting. (a) Buyer has timely filed all registration statements, proxy statements and other statements, reports, schedules and other documents (including all exhibits, financial statements and the schedules thereto, and all other information incorporated by reference) required to be filed by it with the Securities and Exchange Commission (“SEC”) since January 1, 2014 (the “Buyer SEC Documents”). To Buyer’s Knowledge, none of the Buyer SEC Documents is the subject of ongoing SEC review and there are no inquiries or investigations by the SEC pending or threatened, in each case regarding any accounting practices of Buyer or any of its Subsidiaries. All statements, reports, schedules, forms, statements forms and other documents required to be have been filed by Buyer (hereinafter “with the SEC Reports”) under the Securities Act of 1933, as amended, and the rules and regulation promulgated thereunder (the “Securities Act”) and the Exchange Act of 1934, as amended, and the rules and regulations promulgated thereunder (the “Exchange Act”)have been so filed on a timely basis. As of their respective dates, the time it was filed (or furnished) with the SEC Reports complied in all material respects with the requirements of the Exchange Act, or the Securities Act, as the case may be, and the rules and regulations of the U.S. Securities and Exchange Commission promulgated thereunder. None of the SEC Reports, including any financial statements or schedules included or incorporated by reference therein (the “Financial Statements”), at the time filed or, if amended or superseded by a subsequent filing, as of filing prior to the date of this Agreement, then on the last date of such amendment or superseding filing) (i) each of the Buyer SEC Documents complied in all material respects with the applicable requirements of the Exchange Act and the ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act of 2002, as such statutes may be amended from time to time and (ii) none of the Buyer SEC Documents contained any untrue statement of a material fact or omitted 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. . (b) The financial statements (including any related notes) contained in the Buyer SEC Documents (collectively, the “Buyer Financial Statements Statements”) (i) complied in all material respects with the published rules and regulations of the related notes have been SEC applicable thereto and (ii) were prepared in accordance with accounting principles generally accepted in the United StatesGAAP, consistently applied, during the periods involved (except (i) as may be otherwise indicated in the Financial Statements or the notes thereto, or (ii) in the case of unaudited interim statements, to the extent they may not include footnotes, may be condensed or summary statements or may conform to the SEC’s rules and instructions for Quarterly Reports on Form 10-Q) present fairly and fairly present in all material respects the consolidated financial position and results of operations of Buyer and its subsidiaries Subsidiaries (taken as a whole) as of the dates thereof times and the consolidated results of its operations and cash flows for the periods then ended (subjectreferred to therein, subject in the case of the unaudited statements, financial statements to the absence of footnote disclosures and other presentation items and changes resulting from normal year-end audit adjustments).

SEC Reporting. Buyer The Company has filed, and intends in the future to timely filed file, all reports, schedules, forms, statements and other documents required to be filed by Buyer it with the SEC pursuant to the reporting requirements of the Exchange Act (hereinafter “all of the foregoing and all other documents filed with the SEC Reports”) under the Securities Act of 1933since June 30, as amended, and the rules and regulation promulgated thereunder 2014 (the “Securities Act”) and the Exchange Act of 1934, as amended, and the rules and regulations promulgated thereunder (the “Exchange ActSEC Documents”). The SEC Documents have been made available via the SEC’s ▇▇▇▇▇ system. As of their respective dates, the SEC Reports Documents complied in all material respects (except for late filings of Form 10Q for Quarter ended December 31, 2015) with the requirements of the Exchange Act, or the Securities Act, as the case may be, Act and the rules and regulations of the U.S. Securities SEC promulgated thereunder applicable to the SEC Documents, and Exchange Commission promulgated thereunder. None none of the SEC Reports, including any financial statements or schedules included or incorporated by reference therein (the “Financial Statements”)Documents, at the time they were filed or, if amended or superseded by a subsequent filing, as of with the date of the last such amendment or superseding filingSEC, contained any untrue statement of a material fact or 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. As of their respective dates, the financial statements of the Company included in the SEC Documents (“Company Financial Statements”) complied as to form in all material respects with applicable accounting requirements and the published rules and regulations of the SEC with respect thereto. The Company Financial Statements and the related notes have been prepared in accordance with accounting principles United States generally accepted in the United Statesaccounting principles, consistently applied, during the periods involved (except (i) as may be otherwise indicated in the Financial Statements such financial statements or the notes thereto, or (ii) in the case of unaudited interim statements, to the extent they may not include footnotes, footnotes or may be condensed or summary statements or may conform to the SEC’s rules and instructions for Quarterly Reports on Form 10-Qstatements) and fairly present in all material respects the consolidated financial position of Buyer the Company and its subsidiaries consolidated Subsidiaries as of the dates thereof and the consolidated results of its their operations and cash flows for the periods then ended (subject, in the case of unaudited statements, to normal year-end audit adjustments). Except as set forth in the SEC Documents, the Company has no liabilities, contingent or otherwise, other than: (i) liabilities incurred in the ordinary course of business subsequent to March 31, 2016 (the fiscal period end of the Company’s most recently-filed periodic report), and (ii) obligations under contracts and commitments incurred in the ordinary course of business and not required under generally accepted accounting principles to be reflected in such financial statements, which, individually or in the aggregate, are not material to the financial condition or operating results of the Company.

SEC Reporting. Buyer The Company, as of the Closing Date, has timely filed all reports, schedules, forms, statements and other documents reports (the "SEC Reports") required to be filed by Buyer (hereinafter “SEC Reports”) under it pursuant to the Securities Act of 1933, as amended, and the rules and regulation promulgated thereunder (the “Securities Act”) and the Exchange Act of 1934, as amendedamended (the "1934 Act"). As of their respective filing dates, each of the Company's SEC Filings (and if any SEC Report filed prior to the date of this Agreement was amended or superseded by a filing prior to the date of the Closing Date, then as of the date of filing of such amendment or superseding filing), (i) where required, were prepared in all material respects in accordance with the requirements of the 1934 Act and the rules and regulations promulgated thereunder (the “Exchange Act”). As of their respective dates, the SEC Reports complied in all material respects with the requirements of the Exchange Act, or the Securities Act, as the case may bethereunder, and the rules and regulations of the U.S. Securities and Exchange Commission promulgated thereunder. None of the SEC Reports, including any financial statements or schedules included or incorporated by reference therein (the “Financial Statements”), at the time filed or, if amended or superseded by a subsequent filing, as of the date of the last such amendment or superseding filing, contained ii) did not contain any untrue statement statements of a material fact or omitted and did 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. The Financial Statements Each set of audited consolidated financial statements and unaudited interim financial statements of the related Company (including any notes thereto) included in the SEC Reports (i) complies as to form in all material respects with the published rules and regulations of the SEC with respect thereto, and (ii) have been prepared in accordance with accounting principles generally accepted in the United States, consistently applied, during standards of the periods involved Public Company Accounting Oversight Board (except (i) as may be otherwise indicated therein or in the Financial Statements or the notes thereto, or (ii) in the case of unaudited interim statements, to the extent they may not include footnotes, may be condensed or summary statements or may conform to the SEC’s rules and instructions for Quarterly Reports on Form 10-Q) and fairly present present, in all material respects respects, the consolidated financial position of Buyer and its subsidiaries the Company as of the dates thereof and the consolidated results of its operations and cash flows for the periods then ended (subject, in the case of the unaudited interim financial statements, to normal year-end audit adjustments)adjustments which were not or are not expected to be material in amount.

SEC Reporting. Buyer Parent has timely filed or furnished all forms, reports, schedules, formsstatements, statements exemptions, certifications and other documents (including all exhibits, amendments and supplements thereto, the “Parent SEC Reports”) required to be filed or furnished by Buyer (hereinafter “it with the SEC Reports”) under the Securities Act of 1933, as amended, and the rules and regulation promulgated thereunder (the “Securities Act”) and pursuant to the Exchange Act of 1934, as amended, and the rules and regulations promulgated thereunder (the “Exchange Act”)or other applicable United States federal securities Laws. As of their respective dates, after giving effect to any amendments or supplements thereto, the Parent SEC Reports (A) complied as to form in all material respects with the requirements of the Securities Act and the Exchange Act, or the Securities Actif applicable, as the case may be, and, to the extent applicable, the ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act of 2002, and the rules and regulations of the U.S. Securities and Exchange Commission promulgated thereunder. None of the SEC Reports, including any financial statements or schedules included or incorporated by reference therein (the “Financial Statements”), at the time filed or, if amended or superseded by a subsequent filing, as of the date of the last such amendment or superseding filing, contained B) did not contain any untrue statement of a material fact or omitted 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. The financial statements of Parent contained in such Parent SEC Reports (the “Parent Financial Statements Statements”) complied as to form in all material respects with the published rules and regulations of the related notes have been prepared SEC with respect thereto in accordance effect at the time of filing or furnishing the applicable Parent SEC Report. To the Knowledge of the Parent, no investigation by the SEC with accounting principles generally accepted respect to the Parent, the Merger Sub or any of their respective officers or directors is pending or threatened. Parent has designed and 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 assurances regarding the reliability of financial reporting. Parent (x) has designed and maintains disclosure controls and procedures (as defined in Rules 13a-15(e) and 15d-15(e) of the Exchange Act) to provide reasonable assurance that all information required to be disclosed by Parent in the United Statesreports that it files or submits under the Exchange Act is recorded, consistently appliedprocessed, during summarized and reported within the time periods involved (except (i) as may be otherwise indicated specified in the Financial Statements or the notes thereto, or (ii) in the case of unaudited interim statements, to the extent they may not include footnotes, may be condensed or summary statements or may conform to the SEC’s rules and instructions for Quarterly Reports forms and is accumulated and communicated to Parent’s management as appropriate to allow timely decisions regarding required disclosure, and (y) has disclosed, based on Form 10-Q) its most recent evaluation of internal control over financial reporting, to Parent’s outside auditors and fairly present in all material respects the consolidated financial position of Buyer and its subsidiaries as audit committee of the dates thereof Board of Directors of Parent (A) all significant deficiencies and the consolidated results of its operations and cash flows for the periods then ended (subject, material weaknesses in the case design or operation of unaudited statementsinternal control over financial reporting which are reasonably likely to adversely affect Parent’s ability to record, to normal year-end audit adjustments)process, summarize and report financial information and (B) any fraud, whether or not material, that involves management or other employees who have a significant role in Parent’s internal control over financial reporting.

SEC Reporting. Buyer (a) Parent has timely filed all registration statements, proxy statements and other statements, reports, schedules, formsforms and other documents (including all exhibits, financial statements and the schedules thereto, and all other information incorporated by reference) required to be filed by it with the Securities and Exchange Commission (“SEC”) since August 31, 2017, and all amendments thereto (collectively, the “Parent SEC Documents”). To Parent’s knowledge, none of the Parent SEC Documents is the subject of ongoing SEC review and there are no inquiries or investigations by the SEC or any internal investigations pending or threatened, in each case regarding any accounting practices of Parent or any of its Subsidiaries. All statements, reports, schedules, forms and other documents required to be have been filed by Buyer (hereinafter “Parent with the SEC Reports”) under the Securities Act of 1933, as amended, and the rules and regulation promulgated thereunder (the “Securities Act”) and the Exchange Act of 1934, as amended, and the rules and regulations promulgated thereunder (the “Exchange Act”)have been so filed on a timely basis. As of their respective dates, the time it was filed (or furnished) with the SEC Reports complied in all material respects with the requirements of the Exchange Act, or the Securities Act, as the case may be, and the rules and regulations of the U.S. Securities and Exchange Commission promulgated thereunder. None of the SEC Reports, including any financial statements or schedules included or incorporated by reference therein (the “Financial Statements”), at the time filed or, if amended or superseded by a subsequent filing, as of filing prior to the date of this Agreement, then on the last date of such amendment or superseding filing) (i) each of the Parent SEC Documents complied in all material respects with the applicable requirements of the Exchange Act and the S▇▇▇▇▇▇▇-▇▇▇▇▇ Act of 2002, as it may be amended from time to time and (ii) none of the Parent SEC Documents contained any untrue statement of a material fact or omitted 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. . (b) The financial statements (including any related notes) contained in Parent SEC Documents (collectively, the “Parent Financial Statements Statements”) (i) complied in all material respects with the published rules and regulations of the related notes have been SEC applicable thereto and (ii) were prepared in accordance with accounting principles generally accepted in the United StatesGAAP, consistently applied, during the periods involved (except (i) as may be otherwise indicated in the Financial Statements or the notes thereto, or (ii) in the case of unaudited interim statements, to the extent they may not include footnotes, may be condensed or summary statements or may conform to the SEC’s rules and instructions for Quarterly Reports on Form 10-Q) and present fairly present in all material respects the consolidated financial position and results of Buyer operations of Parent and its subsidiaries Subsidiaries (taken as a whole) as of the dates thereof times and the consolidated results of its operations and cash flows for the periods then ended (subjectreferred to therein, subject in the case of the unaudited statements, financial statements to the absence of footnote disclosures and other presentation items and changes resulting from normal year-end audit adjustments).

SEC Reporting. Buyer (a) PubCo has filed with or furnished to the SEC on a timely filed basis true and complete copies of all forms, reports, schedules, forms, statements and other documents required to be filed with or furnished to the SEC by Buyer PubCo since January 1, 2023, including all SEC Filings (hereinafter “SEC Reports”) under all such documents, together with all exhibits and schedules to the Securities Act of 1933foregoing materials and all information incorporated therein by reference, as amended, and the rules and regulation promulgated thereunder (the “Securities Act”) and the Exchange Act of 1934, as amended, and the rules and regulations promulgated thereunder (the “Exchange ActPubCo SEC Documents”). As of their respective dates, the SEC Reports complied in all material respects with the requirements of the Exchange Act, or the Securities Act, as the case may be, and the rules and regulations of the U.S. Securities and Exchange Commission promulgated thereunder. None of the SEC Reports, including any financial statements or schedules included or incorporated by reference therein filing dates (the “Financial Statements”), at the time filed or, if amended or superseded by a subsequent filing, as of filing prior to the date of this Agreement, then on the last date of such amendment or superseding filing), the PubCo SEC Documents complied in all material respects with the applicable requirements of the Securities Act, the Exchange Act and the ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act of 2002 (the “▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act”), as the case may be, including, in each case, the rules and regulations promulgated thereunder, and none of the PubCo SEC Documents contained any untrue statement of a material fact or 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. . (b) The Financial Statements and financial statements (including the related notes and schedules thereto) included (or incorporated by reference) in the PubCo SEC Documents (i) have been prepared in a manner consistent with the books and records of PubCo, (ii) have been prepared in accordance with accounting principles generally accepted GAAP (except, in the United Statescase of unaudited statements, consistently applied, as permitted by Form 10-Q of the SEC) applied on a consistent basis during the periods involved (except (i) as may be otherwise indicated in the Financial Statements or the notes thereto), or (iiiii) comply as to form in all material respects with applicable accounting requirements and the case of unaudited interim statements, to the extent they may not include footnotes, may be condensed or summary statements or may conform to the SEC’s published rules and instructions for Quarterly Reports on Form 10-Qregulations of the SEC with respect thereto and (iv) and fairly present in all material respects the consolidated financial position of Buyer PubCo and its consolidated subsidiaries as of the dates thereof and the their respective consolidated results of its operations and cash flows for the periods then ended (subject, in the case of unaudited statements, to normal and recurring year-end audit adjustmentsadjustments that were not, or are not expected to be, material in amount), all in accordance with GAAP and the applicable rules and regulations promulgated by the SEC. Since January 1, 2023, PubCo has not made any change in the accounting practices or policies applied in the preparation of its financial statements, except as required by GAAP, SEC rule or policy or applicable Law. The books and records of PubCo have been, and are being, maintained in all material respects in accordance with GAAP (to the extent applicable) and any other applicable legal and accounting requirements and reflect only actual transactions. (c) PubCo maintains and since January 1, 2023, has maintained disclosure controls and procedures required by Rule 13a-15 or Rule 15d-15 under the Exchange Act. Such disclosure controls and procedures are reasonably designed and reasonably effective to ensure that all information (both financial and non-financial) relating to PubCo and its Subsidiaries required to be disclosed in PubCo’s periodic reports under the Exchange Act is made known to PubCo’s principal executive officer and its principal financial officer by others within PubCo or any of its Subsidiaries, and such disclosure controls and procedures are effective in timely alerting PubCo’s principal executive officer and its principal financial officer to such information required to be included in PubCo’s periodic reports required under the Exchange Act. PubCo maintains a system of “internal control over financial reporting” (as defined in Rules 13a-15(f) and 15d-15(f) under the Exchange Act) reasonably sufficient (i) to provide reasonable assurance (A) that transactions are recorded as necessary to permit preparation of financial statements in conformity with GAAP consistently applied, (B) that transactions are executed only in accordance with the authorization of management, and (C) regarding prevention or timely detection of the unauthorized acquisition, use or disposition of PubCo’s properties or assets that could have a material effect on the financial statements and (ii) such that all material information is accumulated and communicated to its management as appropriate to allow timely decisions regarding required disclosure and to make the certifications required pursuant to Sections 302 and 906 of the ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act. (d) Except as specifically noted herein, nothing disclosed in the PubCo SEC Documents shall be deemed to be a qualification of, or modification to, the representations and warranties in this Article IV.

SEC Reporting. Buyer (a) PubCo has filed with or furnished to the SEC on a timely filed basis true and complete copies of all forms, reports, schedules, forms, statements and other documents required to be filed with or furnished to the SEC by Buyer PubCo since January 1, 2023, including all SEC Filings (hereinafter “SEC Reports”) under all such documents, together with all exhibits and schedules to the Securities Act of 1933foregoing materials and all information incorporated therein by reference, as amended, and the rules and regulation promulgated thereunder (the “Securities Act”) and the Exchange Act of 1934, as amended, and the rules and regulations promulgated thereunder (the “Exchange ActPubCo SEC Documents”). As of their respective dates, the SEC Reports complied in all material respects with the requirements of the Exchange Act, or the Securities Act, as the case may be, and the rules and regulations of the U.S. Securities and Exchange Commission promulgated thereunder. None of the SEC Reports, including any financial statements or schedules included or incorporated by reference therein filing dates (the “Financial Statements”), at the time filed or, if amended or superseded by a subsequent filing, as of filing prior to the date of this Agreement, then on the last date of such amendment or superseding filing), the PubCo SEC Documents complied in all material respects with the applicable requirements of the Securities Act, the Exchange Act and the S▇▇▇▇▇▇▇-▇▇▇▇▇ Act of 2002 (the “S▇▇▇▇▇▇▇-▇▇▇▇▇ Act”), as the case may be, including, in each case, the rules and regulations promulgated thereunder, and none of the PubCo SEC Documents contained any untrue statement of a material fact or 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. . (b) The Financial Statements and financial statements (including the related notes and schedules thereto) included (or incorporated by reference) in the PubCo SEC Documents (i) have been prepared in a manner consistent with the books and records of PubCo, (ii) have been prepared in accordance with accounting principles generally accepted GAAP (except, in the United Statescase of unaudited statements, consistently applied, as permitted by Form 10-Q of the SEC) applied on a consistent basis during the periods involved (except (i) as may be otherwise indicated in the Financial Statements or the notes thereto), or (iiiii) comply as to form in all material respects with applicable accounting requirements and the case of unaudited interim statements, to the extent they may not include footnotes, may be condensed or summary statements or may conform to the SEC’s published rules and instructions for Quarterly Reports on Form 10-Qregulations of the SEC with respect thereto and (iv) and fairly present in all material respects the consolidated financial position of Buyer PubCo and its consolidated subsidiaries as of the dates thereof and the their respective consolidated results of its operations and cash flows for the periods then ended (subject, in the case of unaudited statements, to normal and recurring year-end audit adjustmentsadjustments that were not, or are not expected to be, material in amount), all in accordance with GAAP and the applicable rules and regulations promulgated by the SEC. Since January 1, 2023, PubCo has not made any change in the accounting practices or policies applied in the preparation of its financial statements, except as required by GAAP, SEC rule or policy or applicable Law. The books and records of PubCo have been, and are being, maintained in all material respects in accordance with GAAP (to the extent applicable) and any other applicable legal and accounting requirements and reflect only actual transactions. (c) PubCo maintains and since January 1, 2023, has maintained disclosure controls and procedures required by Rule 13a-15 or Rule 15d-15 under the Exchange Act. Such disclosure controls and procedures are reasonably designed and reasonably effective to ensure that all information (both financial and non-financial) relating to PubCo and its Subsidiaries required to be disclosed in PubCo’s periodic reports under the Exchange Act is made known to PubCo’s principal executive officer and its principal financial officer by others within PubCo or any of its Subsidiaries, and such disclosure controls and procedures are effective in timely alerting PubCo’s principal executive officer and its principal financial officer to such information required to be included in PubCo’s periodic reports required under the Exchange Act. PubCo maintains a system of “internal control over financial reporting” (as defined in Rules 13a-15(f) and 15d-15(f) under the Exchange Act) reasonably sufficient (i) to provide reasonable assurance (A) that transactions are recorded as necessary to permit preparation of financial statements in conformity with GAAP consistently applied, (B) that transactions are executed only in accordance with the authorization of management, and (C) regarding prevention or timely detection of the unauthorized acquisition, use or disposition of PubCo’s properties or assets that could have a material effect on the financial statements and (ii) such that all material information is accumulated and communicated to its management as appropriate to allow timely decisions regarding required disclosure and to make the certifications required pursuant to Sections 302 and 906 of the S▇▇▇▇▇▇▇-▇▇▇▇▇ Act. (d) Except as specifically noted herein, nothing disclosed in the PubCo SEC Documents shall be deemed to be a qualification of, or modification to, the representations and warranties in this Article IV.