Common use of Buyer SEC Documents Clause in Contracts

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 Parent has timely filed all forms, reports and documents with the SEC all material reports, schedules, forms, statements (including financial statements) and other documents that have been 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 it prior to the date hereofhereof (all such forms, reports and documents, together with all exhibits and schedules thereto, the “Parent SEC Reports”). Each Paernt SEC Report complied as of its filing 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 applicable requirements of the Securities Act of 1933, as amended (the “Securities Act”), the Securities Exchange Act of 1934, as amended (the “Exchange Act”) or the Xxxxxxxx-Xxxxx Act, as the case may be, applicable each as in effect on the date such Parent SEC Report was filed. True and correct copies of all Parent SEC Reports filed prior to such Buyer SEC Documentsthe date hereof are publicly available in the Electronic Data Gathering, Analysis and none Retrieval (XXXXX) database of the Buyer SEC. Parent has resolved with the staff of the SEC Documents as any comments it may have received prior to the date of such respective dates this Agreement in comment letters to Parent from the staff of the SEC. As of its filing date (or, if amended or superseded by a filing prior to the date hereofof this Agreement, on the date of the filing of such amendmentamended or superseded filing), with respect to the disclosures that are amended) contained each Parent SEC Report did not contain any untrue statement of a material fact or omitted omit to state a any material fact necessary in order to make the statements made therein, in the light of the circumstances under which they were made, not misleading; provided that no representation . None of Parent’s subsidiaries is made as required to file any forms, reports or other documents with 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 ActSEC. Since August 31, 2018, Buyer has been Parent is 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 provisions of the Xxxxxxxx-Xxxxx Act with respect and the rules and regulations of the SEC promulgated thereunder, including the provisions therein relating to any Buyer SEC Documentsrecent acquisitions. As of the date of used in 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 KnowledgeSection 6.4, the subject of ongoing SEC reviewterm “file” and variations thereof shall be broadly construed to include any manner in which a document or information is furnished, supplied or otherwise made available to the SEC.

Buyer SEC Documents. The Buyer has timely filed with the SEC or furnished all material reports, schedules, forms, statements (including financial registrations, statements) , certifications and other documents documents, together with any amendments required to be made with respect thereto, that were required to be filed by Buyer with or furnished since and including January 1, 2016 under the SEC pursuant to Exchange Act, and the Securities Act or (together with the Exchange Act. As of their respective effective dates (in exhibits and other information incorporated therein, the case of “Buyer SEC Documents that are registration statements Documents”). No such Buyer SEC Document, at the time filed pursuant to the requirements of the Securities Act) and as of their respective SEC filing dates oror furnished, or if amended prior to the date hereof, as of the date of the filing of such amendment, with respect to the portions that are amended (and in the case of all other Buyer SEC Documents)registration statements and proxy statements, on the Buyer SEC Documents complied as to form in all material respects with dates of effectiveness and the requirements dates of the Securities Actrelevant meetings, 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 amendedrespectively) 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 made therein, taken as a whole, in light of the circumstances under which they were made, not misleading; provided , except that no representation is made information in the Buyer SEC Documents as of a later date (but before the date of this Agreement) shall be deemed to modify information in the Buyer SEC Documents as of an earlier date. As of their respective dates of filing or being furnished with the SEC (or, if amended or superseded by a filing prior to the date hereof, as of the date of such filing), all Buyer SEC Documents complied 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 form in all material respects with the applicable listing requirements of the Exchange Act or the Securities Act, as the case may be, the Sxxxxxxx-Xxxxx Act of 2002 (the “Sxxxxxxx-Xxxxx Act”), and corporate governance the applicable 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 Documentsthereunder. As of the date of this Agreement, none Buyer has not received any comments from the SEC with respect to any of the Buyer SEC Documents is the subject of unresolved comments which remain unresolved, nor has it received any inquiry or information request from the SEC (whether orally or in writing) or is otherwise, as of the date of this Agreement as to Buyer’s Knowledge, the subject of ongoing SEC reviewany matters affecting Buyer which has not been adequately addressed.

Buyer SEC Documents. Buyer has timely The Buyer's annual report on Form 10-K for its fiscal year ended December 31, 2000, (ii) its quarterly reports on Form 10-Q for its fiscal quarters ended March 31, 2001, and June 30, 2001, (iii) its proxy statements relating to meetings of the shareholders of Buyers held since December 31, 2000, and (iv) all of its other reports, statements, schedules and registration statements filed with the SEC all material reportssince December 31, schedules2000; together with any quarterly or annual reports and statements, forms, statements (including financial statements) and other documents required to be schedules filed by Buyer with the SEC pursuant prior to Closing Date (other than the Securities Act Buyer Proxy Statement or the Exchange Act. Registration Statements) are referred to as "Buyer SEC Documents." 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 or superseded by a filing prior to the date hereofof this Agreement, then on 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 (i) complied as to form in all material respects respect with the applicable requirements of the Securities Act, the Exchange Act or the Xxxxxxxx-Xxxxx Act, as and the case may be, applicable to such Buyer SEC Documents, rules and none of the Buyer SEC Documents as of such respective dates regulations promulgated thereunder and (or, if amended prior to the date hereof, the date of the filing of such amendment, with respect to the disclosures that are amendedii) contained 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; provided provided, that no representation is made as the foregoing clause (ii) shall not apply to the accuracy of financial statements included in Buyer SEC Documents (which are covered by the following sentence). The audited consolidated financial statements and unaudited consolidated interim financial statements included in Buyer SEC Documents (including any financial projections or forward-looking statements, or the completeness of any information furnished by Buyer to the SEC related notes and schedules) have been prepared in accordance with generally accepted accounting principles (except for the purpose absence of complying with Regulation FD promulgated under footnotes and normal and customary year-end adjustments for the Exchange Actunaudited balance sheet and related statements of income and cash flow), consistently applied and maintained throughout the periods indicated, and fairly present the financial condition of Buyer and its subsidiaries at their respective dates and the results of operations for the periods covered thereby in all material respects. Since August 31January 1, 20182001, Buyer has been in compliance in timely filed all material respects reports, registration statements and other filings required to be filed by it with the applicable listing and corporate governance SEC under the 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. The Buyer has timely filed with the SEC or furnished all material reports, schedules, forms, statements (including financial registrations, statements) , certifications and other documents documents, together with any amendments required to be made with respect thereto, that were required to be filed by Buyer with or furnished since and including January 1, 2014 under the SEC pursuant to Securities Exchange Act of 1934, as amended, and the rules and regulations promulgated thereunder (the “Exchange Act”), and the Securities Act or (together with the Exchange Act. As of their respective effective dates (in exhibits and other information incorporated therein, the case of “Buyer SEC Documents that are registration statements Documents”). No such Buyer SEC Document, at the time filed pursuant to the requirements of the Securities Act) and as of their respective SEC filing dates oror furnished, or if amended prior to the date hereof, as of the date of the filing of such amendment, with respect to the portions that are amended (and in the case of all other Buyer SEC Documents)registration statements and proxy statements, on the Buyer SEC Documents complied as to form in all material respects with dates of effectiveness and the requirements dates of the Securities Actrelevant meetings, 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 amendedrespectively) 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 made therein, taken as a whole, in light of the circumstances under which they were made, not misleading; provided , except that no representation is made information in the Buyer SEC Documents as of a later date (but before the date of this Agreement) shall be deemed to modify information in the Buyer SEC Documents as of an earlier date. As of their respective dates of filing or being furnished with the SEC (or, if amended or superseded by a filing prior to the date hereof, as of the date of such filing), all Buyer SEC Documents complied 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 form in all material respects with the applicable listing requirements of the Exchange Act or the Securities Act, as the case may be, the Sxxxxxxx-Xxxxx Act of 2002 (the “Sxxxxxxx-Xxxxx Act”), and corporate governance the applicable 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 Documentsthereunder. As of the date of this Agreement, none the Buyer has not received any comments from the SEC with respect to any of the Buyer SEC Documents is the subject of unresolved comments which remain unresolved, nor has it received any inquiry or information request from the SEC (whether orally or in writing) or is otherwise, as of the date of this Agreement as to Buyer’s Knowledge, the subject of ongoing SEC reviewany matters affecting Buyer which has not been adequately addressed.