Common use of Buyer Reports; Financial Statements Clause in Contracts

Buyer Reports; Financial Statements. (a) The Buyer has filed or furnished, as applicable, on a timely basis, all forms, statements, certifications, reports, schedules, proxies, registrations and other documents required to be filed or furnished by it with the SEC pursuant to the SEC Guidance since July 6, 2016 (the “Applicable Date”) (the forms, statements, certifications, reports, schedules, proxies, registrations and other documents filed or furnished to the SEC (whether required or filed or furnished on a voluntary basis), in each case, including any amendments thereto, and all exhibits thereto and documents incorporated therein by reference, the “Buyer Reports”). Since the Applicable Date, each of the Buyer Reports, at the time of its filing or being furnished complied (or, if amended prior to the date of this Agreement, as of the date of such amendment) or, if not yet filed or furnished, will comply, in all material respects, with the applicable requirements of SEC Guidance and the Sxxxxxxx-Xxxxx Act of 2002 (the “Sxxxxxxx-Xxxxx Act”), and any rules and regulations promulgated thereunder applicable to the Buyer Reports. As of their respective dates (or, if amended prior to the date of this Agreement or the Closing Date, as of the date of such amendment), the Buyer Reports filed or furnished to the SEC since the Applicable Date did not, and any Buyer Reports filed with or furnished to the SEC subsequent to 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 to make the statements made therein, in light of the circumstances in which they were made, not misleading.

Buyer Reports; Financial Statements. (a) The Buyer has filed or furnished, as applicable, on a timely basis, all forms, statements, certifications, reports, schedules, proxies, registrations and other documents required to be filed or furnished by it Buyer with the SEC pursuant to the SEC Guidance Guidance, as applicable, since July 6, 2016 the date of formation of Buyer under the Laws of the State of Delaware (the “Applicable Formation Date”) (the ), and all such forms, statements, certifications, reports, schedules, proxies, registrations and other documents required to be filed or furnished subsequent to the SEC date hereof will be timely filed (whether required all of the foregoing forms, statements, certifications, reports, schedules, proxies, registrations and other documents, together with any amendments, restatements or filed or furnished on a voluntary basis), in each case, including any amendments supplements thereto, and all exhibits thereto and documents incorporated therein by reference, the “Buyer Reports”). Since the Applicable Date, each Each of the Buyer Reports, at the time of its filing or being furnished complied (orfurnished, if amended prior to the date of this Agreementcomplied, as of the date of such amendment) or, if not yet filed or furnished, will comply, in all material respects, comply with the applicable requirements of the SEC Guidance Guidance, as applicable, and the SxxxxxxxXxxxxxxx-Xxxxx Act of 2002 (the “SxxxxxxxXxxxxxxx-Xxxxx Act”), ) and any rules and regulations promulgated thereunder applicable to the Buyer Reports. As of their respective dates (or, if amended prior to the date of this Agreement or the Closing Date, as of the date of such amendment)dates, the Buyer Reports filed or furnished to the SEC since the Applicable Formation Date did not, and any Buyer Reports filed with or furnished to the SEC subsequent to 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 to make the statements made therein, in light of the circumstances in which they were made, not misleading.

Buyer Reports; Financial Statements. (a) The Since January 1, 2003, Buyer has timely filed or furnished, as applicable, on a timely basis, with the SEC all forms, registration statements, certifications, reports, schedules, proxies, registrations and other documents proxy statements or information statements required to be filed or furnished by it with Buyer, including (a) Buyer's Annual Report on Form 10-K for the SEC pursuant to year ended December 31, 2002 and 2003 and (b) Buyer's Quarterly Reports on Form 10-Q for the SEC Guidance since July 6periods ended March 31, 2016 2003, June 30, 2003, September 30, 2003, March 31, 2004 and June 30, 2004, which are publicly available on the SEC's EDGAR system (the “Applicable Date”) (the forms, statements, certifications, reports, schedules, proxies, registrations and other documents filed or furnished to the SEC (whether required or filed or furnished on a voluntary basis), in each casecollectively, including any amendments thereto, and all exhibits thereto and documents incorporated therein by referencesuch reports filed subsequxxx xo the date hereof, the “Buyer Reports”"BUYER REPORTS"). Since the Applicable Date, each As of the Buyer Reports, at the time of its filing their respective dates (or being furnished complied (or, if amended prior to the date of this Agreementamended, as of the date of such amendment) amendment or, if not yet superseded by a subsequent Buyer Report filed or furnished, will comply, in all material respects, with the applicable requirements of SEC Guidance and the Sxxxxxxx-Xxxxx Act of 2002 (the “Sxxxxxxx-Xxxxx Act”), and any rules and regulations promulgated thereunder applicable to the Buyer Reports. As of their respective dates (or, if amended prior to the date of this Agreement or the Closing Datehereof, as of the date of such amendmentsubsequent Buyer Report), the Buyer Reports filed or furnished to the SEC since the Applicable Date did not, and any Buyer Reports filed with or furnished to the SEC subsequent to the date of this Agreement hereof will not, contain any untrue statement of a material fact or omit 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. Each of the consolidated balance sheets included in or incorporated by reference into the Buyer Reports (including the related notes and schedules) fairly presents, or will fairly present, in all material respects, the consolidated financial position of Buyer and the Buyer Subsidiaries as of its date and each of the consolidated statements of income and of changes in financial position included in or incorporated by reference into the Buyer Reports (including any related notes and schedules) fairly presents, or will fairly present, in all material respects, the results of operations, retained earnings and changes in financial position, as the case may be, of Buyer and the Buyer Subsidiaries for the periods set forth therein (subject, in the case of unaudited statements, to notes and normal year-end audit adjustments that will not be material in amount or effect), in each case in accordance with U.S. GAAP consistently applied during the periods involved, except as may be noted therein.

Buyer Reports; Financial Statements. (a) The Buyer has filed or furnished, as applicable, on a timely basis, all forms, statements, certifications, reports, schedules, proxies, registrations and other documents required to be filed or furnished by it Buyer with the SEC pursuant to the SEC Guidance Guidance, as applicable, since July 6, 2016 the date of formation of Buyer under the Laws of the State of Delaware (the “Applicable Formation Date”) (the ), and all such forms, statements, certifications, reports, schedules, proxies, registrations and other documents required to be filed or furnished subsequent to the SEC date hereof will be timely filed (whether required all of the foregoing forms, statements, certifications, reports, schedules, proxies, registrations and other documents, together with any amendments, restatements or filed or furnished on a voluntary basis), in each case, including any amendments supplements thereto, and all exhibits thereto and documents incorporated therein by reference, the “Buyer Reports”). Since the Applicable Date, each Each of the Buyer Reports, at the time of its filing or being furnished complied (orfurnished, if amended prior to the date of this Agreementcomplied, as of the date of such amendment) or, if not yet filed or furnished, will comply, in all material respects, comply with the applicable requirements of the SEC Guidance Guidance, as applicable, and the Sxxxxxxx-Xxxxx Act of 2002 (the “Sxxxxxxx-Xxxxx Act”), ) and any rules and regulations promulgated thereunder applicable to the Buyer Reports. As of their respective dates (or, if amended prior to the date of this Agreement or the Closing Date, as of the date of such amendment)dates, the Buyer Reports filed or furnished to the SEC since the Applicable Formation Date did not, and any Buyer Reports filed with or furnished to the SEC subsequent to 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 to make the statements made therein, in light of the circumstances in which they were made, not misleading.

Buyer Reports; Financial Statements. Since January 1, 2006, the Buyer has timely filed with the SEC all registration statements, reports, proxy statements or information statements required to be filed by the Buyer, including (a) The Buyer has filed the Buyer’s Annual Report on Form 10-K for the fiscal year ended June 25, 2006 and (b) the Buyer’s Quarterly Reports on Form 10-Q for the periods ended December 25, 2005, March 26, 2006, September 24, 2006 and December 24, 2006 and all other reports or furnished, as applicable, on a timely basis, all forms, statements, certifications, reports, schedules, proxies, registrations and other documents required to be filed or furnished by it with the SEC Buyer pursuant to Section 13(a) or 15(d) of the SEC Guidance Exchange Act since July 6the filing of the most recent Buyer’s Quarterly Report on Form 10-Q, 2016 which are publicly available on the SEC’s EXXXX system (the “Applicable Date”) (the forms, statements, certifications, reports, schedules, proxies, registrations and other documents filed or furnished to the SEC (whether required or filed or furnished on a voluntary basis), in each casecollectively, including any amendments thereto, and all exhibits thereto and documents incorporated therein by referencesuch reports filed subsequent to the date hereof, the “Buyer Reports”). Since the Applicable Date, each all of the Buyer Reportswhich were timely filed and have been prepared in accordance, at the time of its filing or being furnished complied (or, if amended prior to the date of this Agreement, as of the date of such amendment) or, if not yet filed or furnished, will and comply, in all material respects, respects with the applicable requirements of SEC Guidance under the Securities Law, and the Sxxxxxxx-Xxxxx Act of 2002 (the “Sxxxxxxx-Xxxxx Act”), and any rules and regulations promulgated thereunder applicable Buyer has made available to the Seller all such Buyer Reports. As of their respective dates (or, if amended prior to the date of this Agreement or the Closing Dateamended, as of the date of such amendmentamendment or, if superseded by a subsequent Buyer Report filed prior to the date hereof, as of the date of such subsequent Buyer Report), the Buyer Reports filed or furnished to the SEC since the Applicable Date did not, and any Buyer Reports filed with or furnished to the SEC subsequent to the date of this Agreement hereof will not, contain any untrue statement of a material fact or omit 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. Each of the consolidated balance sheets included in or incorporated by reference into the Buyer Reports (including the related notes and schedules) fairly presents, or will fairly present, in all material respects, the consolidated financial position of the Buyer and its Subsidiaries as of its date and each of the consolidated statements of income and of changes in financial position included in or incorporated by reference into the Buyer Reports (including any related notes and schedules) fairly presents, or will fairly present, in all material respects, the results of operations, retained earnings and changes in financial position, as the case may be, of the Buyer and its Subsidiaries for the periods set forth therein (subject, in the case of unaudited statements, to notes and normal year-end audit adjustments that will not be material in amount or effect), in each case in accordance with U.S. GAAP consistently applied during the periods involved, except as may be noted therein.

Buyer Reports; Financial Statements. (a) The Buyer has filed delivered or furnishedotherwise made available to the Company each registration statement, as applicablereport, on a timely basis, all forms, statements, certifications, reports, schedules, proxies, registrations proxy statement and other documents required to be filed or furnished information statement prepared by it since December 31, 1995, each in the form (including exhibits and any amendments thereto) filed with the SEC pursuant to the SEC Guidance since July 6(each such registration statement report, 2016 (the “Applicable Date”) (the formsproxy statement or information statement, statements, certifications, reports, schedules, proxies, registrations and other documents filed or furnished to the SEC (whether required or filed or furnished on a voluntary basis"Buyer Report"), in each case, including any amendments thereto, and all exhibits thereto and documents incorporated therein by reference, the “Buyer Reports”). Since the Applicable Date, each of the Buyer Reports, at the time of its filing or being furnished complied (or, if amended prior to the date of this Agreement, as of the date of such amendment) or, if not yet filed or furnished, will comply, in all material respects, with the applicable requirements of SEC Guidance and the Sxxxxxxx-Xxxxx Act of 2002 (the “Sxxxxxxx-Xxxxx Act”), and any rules and regulations promulgated thereunder applicable to the Buyer Reports. As of their respective dates (or, if amended prior to the date of this Agreement or the Closing Date, as of the date of such amendment)dates, the Buyer Reports filed or furnished to the SEC since the Applicable Date did not, and any Buyer Reports filed with or furnished to the SEC subsequent to the date of this Agreement hereof will not, contain any untrue statement of a material fact or omit 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. Each of the consolidated balance sheets included in or incorporated by reference into the Buyer Reports (including the related notes and schedules) fairly presents, or will fairly present, in all material respects, the consolidated financial position of Buyer and its Subsidiaries as of its date and each of the consolidated statements of income and cash flows included in or incorporated by reference into the Buyer Reports (including any related notes and schedules) fairly presents, or will fairly present, in all material respects, the results of operations, retained earnings and cash flows, as the case may be, of Buyer and its Subsidiaries for the periods set forth therein (subject, in the case of unaudited statements, to the notes and normal year-end audit adjustments that will not be material in amount or effect), in each case in accordance with U.S. generally accepted accounting principles consistently applied during the periods involved, except as may be noted therein. Set forth on Section 4.5 of the Buyer Disclosure Schedule is a copy of audited consolidated financial statements of Buyer for the year ended December 31, 1996, which for purposes of this Agreement shall be treated as a "Buyer Report."

Buyer Reports; Financial Statements. (a) The Buyer has filed or furnished, as applicable, on a timely basis, all forms, statements, certifications, reports, schedules, proxies, registrations and other documents required to be filed or furnished by it with the SEC pursuant to the SEC Guidance since July 6January 1, 2016 2022 (the “Applicable Date”) (the forms, statements, certifications, reports, schedules, proxies, registrations and other documents filed or furnished to the SEC (whether required or filed or furnished on a voluntary basis), in each case, including any amendments thereto, and all exhibits thereto and documents incorporated therein by reference, the “Buyer Reports”). Since the Applicable Date, each of the Buyer Reports, at the time of its filing or being furnished furnished, complied (or, if amended prior to the date of this Agreement, as of the date of such amendment) or, if not yet filed or furnished, will comply, in all material respects, with applicable Laws, including the applicable requirements of SEC Guidance and the SxxxxxxxXxxxxxxx-Xxxxx Act of 2002 (the “SxxxxxxxXxxxxxxx-Xxxxx Act”), and any rules and regulations promulgated thereunder applicable to the Buyer Reports. As of their respective dates (or, if amended prior to the date of this Agreement or the Closing DateAgreement, as of the date of such amendment), the Buyer Reports filed or furnished to the SEC since the Applicable Date did not, and any Buyer Reports filed with or furnished to the SEC subsequent to 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 to make the statements made therein, in light of the circumstances in which they were made, not misleading.

Buyer Reports; Financial Statements. (a) The Buyer has since December 31, 2007 filed or furnished, as applicable, on a timely basis, basis all forms, statements, certifications, reports, schedules, proxies, registrations and other documents Buyer Reports required to be by Law. Each of such Buyer Reports filed or furnished by it with the SEC pursuant to the SEC Guidance since July 6December 31, 2016 (the “Applicable Date”) (the forms, statements, certifications, reports, schedules, proxies, registrations and other documents filed or furnished to the SEC (whether required or filed or furnished on a voluntary basis), in each case, including any amendments thereto, and all exhibits thereto and documents incorporated therein by reference, the “Buyer Reports”). Since the Applicable Date, each of the Buyer Reports2007, at the time of its filing or being furnished complied (or, if amended prior to the date of this Agreement, as of the date of such amendment) or, if not yet filed or furnished, will comply, in all material respects, respects with the applicable requirements of SEC Guidance the Securities Act, the Exchange Act and the SxxxxxxxXxxxxxxx-Xxxxx Act of 2002 (as amended, the “SxxxxxxxXxxxxxxx-Xxxxx Act”), and any rules and regulations promulgated thereunder applicable to the such Buyer Reports. As of their respective dates (or, if amended prior to the date of this Agreement or the Closing Datehereof, as of the date of such amendment), the ) such Buyer Reports filed or furnished to the SEC since the Applicable Date did not, and any Buyer Reports filed with or furnished to with the SEC subsequent to the date of this Agreement hereof will not, contain any untrue statement of a material fact or omit 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. Each of the consolidated balance sheets included in the financial statements included in such Buyer Reports (including the related notes and schedules) fairly presents the consolidated financial position of Buyer and its Subsidiaries as of its date and each of the consolidated statements of income, retained earnings, and cash flows and of changes in financial position included in the financial statements included in Buyer Reports (including any related notes and schedules) fairly presents the results of operations, retained earnings, members’ equity, cash flows and changes in financial position, as the case may be, of Buyer and its Subsidiaries for the periods set forth therein, in each case in conformity with GAAP consistently applied during the periods involved, except as may be indicated in such statements or in the notes thereto or, in the case of unaudited financial statements, as permitted by the regulations and rules promulgated under the Exchange Act. Except for liabilities and obligations incurred in the ordinary course of business since December 31, 2007, neither Buyer nor any of its Subsidiaries has any liabilities or obligations of any nature which, individually or in the aggregate, could reasonably be expected to have a Buyer Material Adverse Effect.