Buyer SEC Documents. (a) Since January 1, 2011, Buyer has filed with the Commission all forms, registration statements, reports, schedules and statements required to be filed by it under the Exchange Act or the Securities Act (all such documents filed on or prior to the date of this Agreement, collectively, the “Buyer SEC Documents”), (b) at the time filed (or, in the case of registration statements, solely on the dates of effectiveness) (except to the extent corrected by a subsequently filed Buyer SEC Document) (i) no Buyer SEC Document 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 and (ii) each Buyer SEC Document complied in all material respects with the applicable requirements of the Exchange Act and the Securities Act, as the case may be and (c) any audited or unaudited financial statements and any notes thereto or schedules included therein (the “Buyer Financial Statements”) included in the Buyer SEC Documents (i) complied as to form in all material respects with applicable accounting requirements and with the published rules and regulations of the Commission with respect thereto, (ii) were prepared in accordance with GAAP applied on a consistent basis during the periods involved (except as may be indicated in the notes thereto or, in the case of unaudited statements, as permitted by applicable Commission regulations) and (iii) fairly present (subject in the case of unaudited statements to normal, recurring and year-end audit adjustments) in all material respects the consolidated financial position of Buyer and its subsidiaries as of the dates thereof and the consolidated results of their operations and cash flows for the periods then ended.
Buyer SEC Documents. Buyer has timely filed with the SEC all material reports, schedules, forms, statements (including financial statements) and other documents required to be filed by Buyer with the SEC pursuant to the Securities Act or the Exchange Act. As of their respective effective dates (in the case of Buyer SEC Documents that are registration statements filed pursuant to the requirements of the Securities Act) and as of their respective SEC filing dates or, if amended prior to the date hereof, the date of the filing of such amendment, with respect to the portions that are amended (in the case of all other Buyer SEC Documents), the Buyer SEC Documents complied as to form in all material respects with the requirements of the Securities Act, the Exchange Act or the Xxxxxxxx-Xxxxx Act, as the case may be, applicable to such Buyer SEC Documents, and none of the Buyer SEC Documents as of such respective dates (or, if amended prior to the date hereof, the date of the filing of such amendment, with respect to the disclosures that are amended) contained any untrue statement of a material fact or omitted to state a material fact necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading; provided that no representation is made as to the accuracy of any financial projections or forward-looking statements, or the completeness of any information furnished by Buyer to the SEC for the purpose of complying with Regulation FD promulgated under the Exchange Act. Since August 31, 2018, Buyer has been in compliance in all material respects with the applicable listing and corporate governance rules and regulations of the NYSE. None of Buyer’s Subsidiaries is as of the date hereof, or has been since August 31, 2018, required to file or furnish any report, schedule, form, statement (including financial statements) or other documents or make any filing of any sort, or furnish any material to, the SEC. No executive officer of Buyer or any of its Subsidiaries has failed in any respect to make the certifications required of him or her under Section 302 or 906 of the Xxxxxxxx-Xxxxx Act with respect to any Buyer SEC Documents. As of the date of this Agreement, none of the Buyer SEC Documents is the subject of unresolved comments received from the SEC (whether orally or in writing) or is otherwise, to Buyer’s Knowledge, the subject of ongoing SEC review.
Buyer SEC Documents. Buyer covenants that it shall use its best efforts to prepare and file with the SEC all reports, statements and other information required by the Securities Exchange Act of 1934 and the rules and regulations promulgated thereunder. Buyer shall, prior to any filing or submission, provide Seller with copies of any proposed filing. Buyer shall prepare financial statements for all periods ending prior to the Closing Date and shall cause such financial statements to be audited by its independent certified public accountants. Buyer shall bear all expenses of such financial statement preparation and audit.
Buyer SEC Documents. Buyer has timely filed with or furnished to, as applicable, the SEC all registration statements, prospectuses, reports, schedules, forms, statements and other documents (including exhibits and all other information incorporated by reference) required to be filed or furnished by it with the SEC since January 1, 2020 through the date hereof (the “Buyer SEC Documents”). None of the Buyer SEC Documents, including any financial statements, schedules or exhibits included or incorporated by reference therein at the time they were filed (or, if amended or superseded by a subsequent filing, as of the date of the last such amendment or superseding filing prior to the date hereof), 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.
Buyer SEC Documents. The term “Buyer SEC Documents” shall have the meaning set forth in Section 5.12(a).
Buyer SEC Documents. The Buyer has filed all Buyer SEC Documents required to be filed by it. As of their respective dates, the Buyer SEC Documents complied in all material respects with the requirements of the Securities Act and the Exchange Act, as the case may be, and the rules and regulations thereunder, and when filed contained no untrue statement of a material fact or omitted to state a material fact required to be seated 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 the Buyer included in the SEC Documents were prepared in accordance with generally accepted accounting principles (except, in the case of unaudited statements, as permitted by Form 10-Q) applied on a consistent basis during the periods involved (or indicated in the notes thereto) and fairly presented in all material respects the financial position of the Buyer as of he dates thereof and the results of their operations and cash flows for the periods then ended (subject, in the case of unaudited statements, to normal recurring year-end audit adjustments). Since the date of the financial statements as reflected in its most recently filed Form 10-Q, there has been no material and adverse change to the Company's financial condition .
Buyer SEC Documents. Since December 31, 2018, Buyer has filed all annual, quarterly and other reports, registration statements and definitive proxy statements required to be filed by Buyer with the SEC (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 and the Exchange Act, as the case may be, and the rules and regulations of the SEC promulgated thereunder applicable to such Buyer SEC Documents.
Buyer SEC Documents. As of their respective filing dates or, if amended or superseded by a subsequent filing prior to the date hereof, as of the date of the last such amendment or superseding filing (and, in the case of registration statements and proxy statements, on the dates of effectiveness and the dates of the relevant meetings, respectively), each of the Buyer SEC Documents complied as to form in all material respects with the applicable requirements of the Securities Act of 1933, as amended, the Securities Exchange Act of 1934, as amended, and the Xxxxxxxx-Xxxxx Act of 2002 (including the rules and regulations promulgated thereunder), and the rules and regulations of the SEC thereunder applicable to such Buyer SEC Documents. None of the Buyer SEC Documents, at the time they were filed (or, if amended or superseded by a subsequent filing prior to the date hereof, as of the date of the last such amendment or superseding filing), contained any untrue statement of a material fact or omits to state any material fact required to be stated therein or necessary in order to make the statements made therein, in light of the circumstances under which they were made, not misleading.
Buyer SEC Documents. Each report, schedule, registration statement and definitive proxy statement filed by Buyer with the SEC since January 1, 2000 (collectively, the "Buyer SEC Documents") complied, as of the date of its filing, with the requirements of the Securities Act or the Exchange Act, as the case may be, and the rules and regulations of the SEC under the Securities Act or the Exchange Act, as the case may be, applicable to that Buyer SEC Document. No Buyer SEC Document, as of the date of its filing, contained any untrue statement of a material fact or omitted to state a material fact required to be stated in that Buyer SEC Document or necessary to make the statements in that Buyer SEC Document not misleading in light of the circumstances under which those statements were made. The financial statements of Buyer included in the Buyer SEC Documents, as of their date of filing, complied as to form in all material respects with the published rules and regulations of the SEC with respect to those financial statements, were prepared in accordance with GAAP applied on a consistent basis during the periods involved (except as may be indicated in the notes to those financial statements or, in the case of unaudited financial statements, as permitted by Rule 10-01 of Regulation S-X of the SEC) and fairly presented, in accordance with applicable requirements of GAAP applied on a consistent basis (subject, in the case of unaudited financial statements, to normal, recurring adjustments, none of which are material), the consolidated financial position of Buyer and its consolidated subsidiaries as of the date of those financial statements and the consolidated results of operations and the consolidated cash flows of Buyer and its consolidated subsidiaries for the periods presented in those financial statements.
Buyer SEC Documents. 25 4.6 Absence of Certain Changes or Events......................... 25 4.7 Disclosure................................................... 25
