Common use of Securities Filings Clause in Contracts

Securities Filings. Buyer has furnished or made available to Seller (through XXXXX or otherwise) true and complete copies of all reports or registration statements it has filed with the SEC under the Securities Act and the Exchange Act (the “Buyer SEC Documents”). As of their respective filing dates, the Buyer SEC Documents complied in all material respects with the requirements of the Securities Act or the Exchange Act, as applicable, none of the Buyer SEC Documents filed under the Exchange Act contained any untrue statement of a material fact or omitted to state a material fact required to be stated therein or necessary to make the statements made therein, in light of the circumstances in which they were made, not misleading, except to the extent corrected by a subsequently filed document with the SEC. None of the Buyer SEC Documents filed under the Securities Act contained an untrue statement of material fact or omitted to state a material fact required to be stated therein or necessary to make the statements therein not misleading at the time such Buyer SEC Documents became effective under the Securities Act. Buyer’s financial statements, including the notes thereto, included in the Buyer SEC Documents (the “Buyer Financial Statements”) comply as to form in all material respects with applicable accounting requirements and with the published rules and regulations of the SEC with respect thereto, have been prepared in accordance with GAAP consistently applied (except as may be indicated in the notes thereto) and present fairly Buyer’s consolidated financial position at the dates thereof and of its operations and cash flows for the periods then ended (subject, in the case of unaudited statements, to normal audit adjustments). Since the date of the balance sheet for Buyer’s most recent fiscal year end included in the Buyer Financial Statements, Buyer has not effected any change in any method of accounting or accounting practice, except for any such change required because of a concurrent change in GAAP.

Securities Filings. Buyer and its Subsidiaries has filed ------------------ with the Securities and Exchange Commission, the London Stock Exchange and the Registrar of Companies all forms, reports, schedules, statements and other documents required to be filed by them since May 1, 1997 under the Companies Act and the Listing Rules and since April 30, 1997 under the Securities Act, the Exchange Act and all other federal securities laws. All final forms, reports, schedules, statements and other documents (including all amendments thereto) filed by Buyer and its Subsidiaries with the Securities and Exchange Commission and the London Stock Exchange since such date are herein collectively referred to as the "SEC Filings". Buyer has furnished delivered or made available to Seller (through XXXXX or otherwise) true accurate and complete copies of all reports or registration statements it has the SEC Filings in the form filed by Buyer and its Subsidiaries with the SEC under the Securities Act and Exchange Commission and the Exchange Act (London Stock Exchange. The SEC Filings, at the “Buyer SEC Documents”). As of their respective filing datestime filed, the Buyer SEC Documents complied in all material respects with the all applicable requirements of the Securities Act or the Exchange Act, as applicable, none federal securities laws. None of the Buyer SEC Documents filed under Filings, including any financial statements or schedules included therein, at the Exchange Act time filed, contained any untrue statement of a material fact or omitted to state a any material fact required to be stated therein or necessary in order to make the statements made contained therein, in light of the circumstances in under which they were made, not misleading. All material contracts of Buyer and the Subsidiaries have been included in the SEC Filings, except to the extent corrected by a subsequently filed document with the SEC. None of the Buyer SEC Documents filed under the Securities Act contained an untrue statement of material fact or omitted to state a material fact for those contracts not required to be stated therein or necessary filed pursuant to make the statements therein not misleading at the time such Buyer SEC Documents became effective under the Securities Act. Buyer’s financial statements, including the notes thereto, included in the Buyer SEC Documents (the “Buyer Financial Statements”) comply as to form in all material respects with applicable accounting requirements and with the published rules and regulations of the SEC Securities and Exchange Commission and the London Stock Exchange. Buyer shall deliver to Seller as soon as they become available accurate and complete copies of all forms, reports, and other documents furnished by it to its shareholders generally or filed by it with respect thereto, have been prepared in accordance with GAAP consistently applied (except as may be indicated in the notes thereto) Securities and present fairly Buyer’s consolidated financial position at Exchange Commission and the dates thereof and of its operations and cash flows for the periods then ended (subject, in the case of unaudited statements, London Stock Exchange subsequent to normal audit adjustments). Since the date of hereof and prior to the balance sheet for Buyer’s most recent fiscal year end included in the Buyer Financial Statements, Buyer has not effected any change in any method of accounting or accounting practice, except for any such change required because of a concurrent change in GAAPClosing Date.

Securities Filings. Buyer Target has furnished or made available to Seller (through XXXXX or otherwise) true and complete copies of all reports or registration statements it has timely filed with or furnished to the SEC all reports, schedules, registration statements, definitive proxy statements, exhibits, and other filings and materials that Target has been required to file or furnish under the Securities Act and the Exchange Act (the “Buyer SEC Documents”). As of their respective filing dates, the Buyer SEC Documents complied in all material respects with the requirements of the Securities Act or the Exchange Act, or the rules and regulations promulgated thereunder, since (and including) January 1, 2019 (collectively, the “Target Securities Filings”). True, correct, and complete copies of the Target Securities Filings are publicly available in the Electronic Data Gathering, Analysis and Retrieval database of the SEC. As of their respective dates of filing with or furnishing to the SEC (or, if amended or superseded by a subsequent filing prior to the date hereof, as applicableof the date of such subsequent filing), none of the Buyer SEC Documents filed under the Exchange Act Target Securities Filings contained any untrue statement of a material fact or omitted to state a material fact required to be stated therein or necessary to make the statements made therein, in light of the circumstances in under which they were made, not misleading, except . As of their respective dates of filing with or furnishing to the extent corrected SEC (or, if amended or superseded by a subsequently filed document with subsequent filing prior to the SEC. None date hereof, as of the Buyer SEC Documents filed under date of such subsequent filing), the Target Securities Act contained an untrue statement of material fact or omitted to state a material fact required to be stated therein or necessary to make the statements therein not misleading at the time such Buyer SEC Documents became effective under the Securities Act. Buyer’s financial statements, including the notes thereto, included in the Buyer SEC Documents (the “Buyer Financial Statements”) comply as to form Filings complied in all material respects with applicable accounting requirements of the Securities Act and/or the Exchange Act, as the case may be, and with the published rules and regulations promulgated thereunder applicable to such Target Securities Filings. As of the date of this Agreement, there are no outstanding comments from or material unresolved issues raised by the SEC with respect theretoto any of the Target Securities Filings filed with or furnished to the SEC prior to the date of this Agreement. None of the Subsidiaries of Target file, or since January 1, 2019, have been prepared in accordance with GAAP consistently applied (except as may be indicated in the notes thereto) and present fairly Buyer’s consolidated financial position at the dates thereof and of its operations and cash flows for the periods then ended (subjectrequired to file any reports, in the case of unaudited registration statements, or other filings pursuant to normal audit adjustments). Since the date of Securities Act or the balance sheet for Buyer’s most recent fiscal year end included in the Buyer Financial Statements, Buyer has not effected any change in any method of accounting or accounting practice, except for any such change required because of a concurrent change in GAAPExchange Act.

Securities Filings. Buyer The Company and its Subsidiaries have ------------------ filed with the Securities and Exchange Commission, the London Stock Exchange and the Registrar of Companies all forms, reports, schedules, statements and other documents required to be filed by them since May 1, 1997 under the Companies Act of 1985, as amended, and the Listing Rules of the London Stock Exchange Limited and since April 30, 1997 under the Securities Act, the Exchange Act and all other federal securities laws. All final forms, reports, schedules, statements and other documents (including all amendments thereto) filed by the Company and its Subsidiaries with the Securities and Exchange Commission and the London Stock Exchange since such date are herein collectively referred to as the "SEC Filings". The Company has furnished delivered or made available to Seller (through XXXXX or otherwise) true the Purchasers accurate and complete copies of all reports or registration statements it has the SEC Filings in the form filed by the Company and its Subsidiaries with the SEC under the Securities Act and Exchange Commission and the Exchange Act (London Stock Exchange. The SEC Filings, at the “Buyer SEC Documents”). As of their respective filing datestime filed, the Buyer SEC Documents complied in all material respects with the all applicable requirements of the Securities Act or the Exchange Act, as applicable, none federal securities laws. None of the Buyer SEC Documents filed under Filings, including any financial statements or schedules included therein, at the Exchange Act time filed, contained any untrue statement of a material fact or omitted to state a any material fact required to be stated therein or necessary in order to make the statements made contained therein, in light of the circumstances in under which they were made, not misleading. All material contracts of the Company and the Subsidiaries have been included in the SEC Filings, except to the extent corrected by a subsequently filed document with the SEC. None of the Buyer SEC Documents filed under the Securities Act contained an untrue statement of material fact or omitted to state a material fact for those contracts not required to be stated therein or necessary filed pursuant to make the statements therein not misleading at the time such Buyer SEC Documents became effective under the Securities Act. Buyer’s financial statements, including the notes thereto, included in the Buyer SEC Documents (the “Buyer Financial Statements”) comply as to form in all material respects with applicable accounting requirements and with the published rules and regulations of the SEC Securities and Exchange Commission and the London Stock Exchange. The Company shall deliver to the Purchasers as soon as they become available accurate and complete copies of all forms, reports, and other documents furnished by it to its shareholders generally or filed by it with respect thereto, have been prepared in accordance with GAAP consistently applied (except as may be indicated in the notes thereto) Securities and present fairly Buyer’s consolidated financial position at Exchange Commission and the dates thereof and of its operations and cash flows for the periods then ended (subject, in the case of unaudited statements, London Stock Exchange subsequent to normal audit adjustments). Since the date of hereof and prior to the balance sheet for Buyer’s most recent fiscal year end included in the Buyer Financial Statements, Buyer has not effected any change in any method of accounting or accounting practice, except for any such change required because of a concurrent change in GAAPClosing Date.

Securities Filings. Buyer has furnished or made available to Seller (through XXXXX or otherwisea) true Precision and complete copies of all reports or registration statements it has PDLP have filed with the SEC under the Securities Act all documents required to be so filed by them since January 1, 2007 pursuant to Sections 13(a), 14(a) and 15(d) of the Exchange Act and with the Canadian Securities Regulatory Authorities all documents required to be filed since January 1, 2007 under Applicable Canadian Securities Laws, and have made available to Grey Wolf each registration statement, periodic or other report, proxy statement, schedule or information statement (other than preliminary materials) they have so filed, each in the form (including exhibits and any amendments thereto) filed with the SEC or the Canadian Securities Regulatory Authorities, as the case may be (collectively, the “Buyer SEC DocumentsPrecision Reports”). As of their respective filing datesused in this Section 4.7, the Buyer SEC Documents term “file” shall include any reports on Form 6-K. As of its respective date or, if amended by a subsequent filing prior to the date hereof, on the date of such filing, each Precision Report complied in all material respects with the applicable requirements of the Securities Act or the Exchange Act, as applicableSOX, none of Applicable Canadian Securities Laws, and the Buyer SEC Documents filed under the Exchange Act contained rules and regulations thereunder and 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 to make the statements made therein, in the light of the circumstances in under which they were made, not misleading, except to the extent corrected by a subsequently filed document with the SEC. None Each of the Buyer SEC Documents filed under consolidated balance sheets included in or incorporated by reference into the Securities Act contained an untrue statement Precision Reports (including the related notes and schedules) fairly presents in all material respects the consolidated financial position of Precision and the Precision Subsidiaries as of its date, and each of the consolidated statements of operations, cash flows and changes in unitholders’ equity included in or incorporated by reference into the Precision Reports (including any related notes and schedules) fairly presents in all material fact respects the results of operations, cash flows or omitted to state a material fact required to be stated changes in unitholders’ equity, as the case may be, of Precision and the Precision Subsidiaries for the periods set forth therein or necessary to make the (such consolidated balance sheets and consolidated statements therein not misleading at the time such Buyer SEC Documents became effective under the Securities Act. Buyer’s financial statementsof operations, cash flows and changes in unitholders’ equity, each including the notes and schedules thereto, included in the Buyer SEC Documents (the “Buyer Precision Financial Statements”). The Precision Financial Statements (i) comply complied as to form in all material respects with the published rules and regulations of the SEC, the applicable Canadian Securities Regulatory Authorities, the applicable accounting requirements and with the published rules and regulations of the SEC or the applicable Canadian Securities Regulatory Authorities with respect thereto, have been prepared in accordance with GAAP consistently applied thereto (except as may be indicated in the notes thereto) and present fairly Buyer’s consolidated financial position at the dates thereof and of its operations and cash flows for the periods then ended (subjectexcept, in the case of unaudited statements, to normal audit adjustments). Since as permitted by the date rules of the balance sheet for Buyer’s most recent fiscal year end included Canadian Securities Regulatory Authorities) and (ii) were prepared in accordance with Canadian GAAP consistently 50 applied during the periods involved, except as may be noted in the Buyer Precision Financial Statements, Buyer has not effected any change in any method of accounting Statements or accounting practice, except for any such change required because of a concurrent change in GAAP.as permitted by Form 20-F or Form 6-K.

Securities Filings. Buyer has furnished or made available to Seller Sellers (through XXXXX or otherwise) true and complete copies of all reports or registration statements it has filed with the SEC under the Securities Act and the Exchange Act (the “Buyer SEC Documents”). As of their respective filing dates, the Buyer SEC Documents complied in all material respects with the requirements of the Securities Act or the Exchange Act, as applicable, none of the Buyer SEC Documents filed under the Exchange Act contained any untrue statement of a material fact or omitted to state a material fact required to be stated therein or necessary to make the statements made therein, in light of the circumstances in which they were made, not misleading, except to the extent corrected by a subsequently filed document with the SEC. None of the Buyer SEC Documents filed under the Securities Act contained an untrue statement of material fact or omitted to state a material fact required to be stated therein or necessary to make the statements therein not misleading at the time such Buyer SEC Documents became effective under the Securities Act. Buyer’s financial statements, including the notes thereto, included in the Buyer SEC Documents (the “Buyer Financial Statements”) comply as to form in all material respects with applicable accounting requirements and with the published rules and regulations of the SEC with respect thereto, have been prepared in accordance with GAAP consistently applied (except as may be indicated in the notes thereto) and present fairly Buyer’s consolidated financial position at the dates thereof and of its operations and cash flows for the periods then ended (subject, in the case of unaudited statements, to normal audit adjustments). Since the date of the balance sheet for Buyer’s most recent fiscal year end included in the Buyer Financial Statements, Buyer has not effected any change in any method of accounting or accounting practice, except for any such change required because of a concurrent change in GAAP.audit

Securities Filings. Buyer has furnished or made available to Seller The Company is a "REPORTING ISSUER" in the Provinces of Alberta, British Columbia, and Ontario within the meaning of the applicable securities laws of such provinces and regulations, orders, and instruments enacted thereunder (through XXXXX or otherwisecollectively, the "SECURITIES LAWS") true and complete copies is not in default of all reports or registration statements it any requirement in relation thereto. The Company has filed with the SEC under the Securities Act securities commissions of each of Alberta, British Columbia, and the Exchange Act Ontario (the “Buyer SEC Documents”). As of their respective filing datescollectively, the Buyer SEC Documents "COMMISSIONS") all forms, reports, schedules, statements, and other documents (excluding exhibits) required to be filed by it under all Securities Laws. All forms, reports, schedules, statements, and other documents (including all amendments thereto) filed by the Company with the Commissions since such date are herein collectively referred to as the "COMMISSION FILINGS". The Commission Filings, at the time filed, complied in all material respects with the all requirements of the Securities Act or the Exchange Act, as applicable, none of the Buyer SEC Documents filed under the Exchange Act contained any untrue statement of a material fact or omitted to state a material fact required to be stated therein or necessary to make the statements made therein, in light of the circumstances in which they were made, not misleading, except to the extent corrected by a subsequently filed document with the SECLaws. None of the Buyer SEC Documents filed under Commission Filings, including, without limitation, any financial statements or schedules included therein, at the Securities Act time filed, contained an untrue statement of material fact or omitted an omission to state a material fact that is required to be stated therein or that is necessary to make the statements therein a statement not misleading at the time such Buyer SEC Documents became effective under the Securities Act. Buyer’s financial statements, including the notes thereto, included in the Buyer SEC Documents (light of the “Buyer Financial Statements”) comply circumstances in which it was made, except as to form the same was corrected or superseded in all material respects with applicable accounting requirements and a subsequent document duly filed with the published Commissions. Except for those contracts not required to be filed pursuant to the rules and regulations of the SEC with respect theretoCommission, all material contracts of the Company and the Subsidiaries have been prepared included in accordance the Commission Filings. The audited consolidated financial statements and unaudited consolidated interim financial statements of the Company included in the Commission Filings present fairly in all material respects, in conformity with GAAP consistently generally accepted accounting principles applied on a consistent basis (except as may be indicated in the notes thereto) and present fairly Buyer’s thereto and, in the case of the unaudited consolidated interim financial statements, except to the extent that preparation of such financial statements in accordance with generally accepted accounting principles is not required by applicable rules of the Commission), the consolidated financial position at of the Company as of the dates thereof and its consolidated results of its operations and cash flows for the periods then ended (subject, subject to normal year end audit adjustments in the case of any unaudited interim financial statements). None of the Commissions, the Toronto Stock Exchange, or any similar regulatory authority has issued any order which is currently outstanding preventing or suspending trading in any securities of the Company, and no such proceeding is, to normal audit adjustments). Since the date knowledge of the balance sheet for Buyer’s most recent fiscal year end included in the Buyer Financial StatementsCompany, Buyer has not effected any change in any method of accounting pending, contemplated, or accounting practice, except for any such change required because of a concurrent change in GAAPthreatened.

Securities Filings. Buyer and its Subsidiaries have filed ------------------ with the Securities and Exchange Commission, the London Stock Exchange and the Registrar of Companies all forms, reports, schedules, statements and other documents required to be filed by them since May 1, 1997 under the Companies Act and the Listing Rules and since April 30, 1997 under the Securities Act, the Exchange Act and all other federal securities laws. All final forms, reports, schedules, statements and other documents (including all amendments thereto) filed by Buyer and its Subsidiaries with the Securities and Exchange Commission and the London Stock Exchange since such date are herein collectively referred to as the "SEC Filings". Buyer has furnished delivered or made available to Seller (through XXXXX or otherwise) true accurate and complete copies of all reports or registration statements it has the SEC Filings in the form filed by Buyer and its Subsidiaries with the SEC under the Securities Act and Exchange Commission and the Exchange Act (London Stock Exchange. The SEC Filings, at the “Buyer SEC Documents”). As of their respective filing datestime filed, the Buyer SEC Documents complied in all material respects with the all applicable requirements of the Securities Act or the Exchange Act, as applicable, none federal securities laws. None of the Buyer SEC Documents filed under Filings, including any financial statements or schedules included therein, at the Exchange Act time filed, contained any untrue statement of a material fact or omitted to state a any material fact required to be stated therein or necessary in order to make the statements made contained therein, in light of the circumstances in under which they were made, not misleading. All material contracts of Buyer and the Subsidiaries have been included in the SEC Filings, except to the extent corrected by a subsequently filed document with the SEC. None of the Buyer SEC Documents filed under the Securities Act contained an untrue statement of material fact or omitted to state a material fact for those contracts not required to be stated therein or necessary filed pursuant to make the statements therein not misleading at the time such Buyer SEC Documents became effective under the Securities Act. Buyer’s financial statements, including the notes thereto, included in the Buyer SEC Documents (the “Buyer Financial Statements”) comply as to form in all material respects with applicable accounting requirements and with the published rules and regulations of the SEC Securities and Exchange Commission and the London Stock Exchange. Buyer shall deliver to Seller as soon as they become available accurate and complete copies of all forms, reports, and other documents furnished by it to its shareholders generally or filed by it with respect thereto, have been prepared in accordance with GAAP consistently applied (except as may be indicated in the notes thereto) Securities and present fairly Buyer’s consolidated financial position at Exchange Commission and the dates thereof and of its operations and cash flows for the periods then ended (subject, in the case of unaudited statements, London Stock Exchange subsequent to normal audit adjustments). Since the date of hereof and prior to the balance sheet for Buyer’s most recent fiscal year end included in the Buyer Financial Statements, Buyer has not effected any change in any method of accounting or accounting practice, except for any such change required because of a concurrent change in GAAPClosing Date.