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included or incorporated by reference therein (the “Financial Statements”), at the time filed or, if amended or superseded by a subsequent filing, as of the date of the last such amendment or superseding filing, contained any untrue statement of a material fact or omitted to state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. 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 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 XXXXX 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.