Buyer SEC Reports; Financial Statements. Except as set forth on Section 5.06 of the Disclosure Schedules, since January 1, 2017, Buyer has filed SEC Reports on a timely basis or has received a valid extension of such time of filing and has filed any such SEC Reports prior to the expiration of any such extension. As of their respective dates, the SEC Reports complied in all material respects with the requirements of the Securities Act and the Exchange Act, as applicable, and none of the SEC Reports, when filed, 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 the light of the circumstances under which they were made, not misleading. There have been no material adverse developments in the business of Buyer and its subsidiaries since the respective dates of such SEC Reports that are required to be disclosed pursuant to the Exchange Act that have not been disclosed. The financial statements of Buyer included in the SEC Reports comply in all material respects with applicable accounting requirements and the rules and regulations of the SEC with respect thereto as in effect at the time of filing. Such financial statements have been prepared in accordance with GAAP, except as may be otherwise specified in such financial statements or the notes thereto and except that unaudited financial statements may not contain all footnotes required by GAAP, and fairly present in all material respects the financial position of Buyer and its consolidated Subsidiaries as of and for the dates thereof and the results of operations and cash flows for the periods then ended, subject, in the case of unaudited statements, to normal, immaterial, year-end audit adjustments.
Buyer SEC Reports; Financial Statements. (a) Buyer has filed or furnished, as applicable, on a timely basis all Buyer SEC Reports. Each Buyer SEC Report, at the time of its filing or being furnished complied in all material respects with the applicable requirements of the -65- Exchange Act, the Securities Act and the Xxxxxxxx-Xxxxx Act, and any rules and regulations promulgated thereunder applicable to the Buyer SEC Reports. As of their respective dates (or, if amended prior to the date hereof, as of the date of such amendment), the Buyer SEC Reports did 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 audited consolidated balance sheets, statements of income and statements of cash flows of Buyer and its consolidated Subsidiaries included in or incorporated by reference into the Buyer SEC Reports (including any related notes and schedules) (the “Buyer Financial Statements”): (i) have been prepared in accordance with GAAP applied on a consistent basis during the periods involved; and (ii) present fairly, in all material respects, Buyer’s and its consolidated Subsidiaries’ financial position as of the specified dates and Buyer’s and its consolidated Subsidiaries’ results of operations and cash flows for the specified periods.
Buyer SEC Reports; Financial Statements. As of their respective dates, Bxxxx’s SEC Reports complied in all material respects with the requirements of the Securities Act and the Exchange Act, as applicable. The consolidated financial statements of Buyer and its Subsidiaries included in Buyer’s SEC Reports present fairly, in all material respects, the financial position of Buyer and its Subsidiaries as of the dates thereof, and the results of operations and cash flows for the periods set forth therein (subject, in the case of unaudited statements, to the absence of notes and normal year-end audit adjustments), in each case in conformity with IFRS, except as may be noted therein.
Buyer SEC Reports; Financial Statements. (a) Each of the reports required by the SEC (the “Buyer SEC Reports”), at the time of its filing or being furnished, complied in all material respects with the applicable requirements of the Exchange Act and the Securities Act and the rules and regulations promulgated thereunder applicable to the Buyer SEC Reports. As of their respective dates (or, if amended prior to the date hereof, as of the date of such amendment), the Buyer SEC Reports did 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 SEC Reports; Financial Statements. (a) The Buyer has on a timely basis filed all forms, reports, and documents required to be filed by it with the Securities and Exchange Commission (the “SEC”) since January 1, 2009, including (i) the Buyer’s Annual Report on Form 10-K for the fiscal years ended June 28, 2009 and June 27, 2010; (ii) its Quarterly Reports on Form 10-Q for each of the first three fiscal quarters in each of the fiscal years of the Buyer referred to in clause (i) above and the fiscal year of the Buyer ended on June 26, 2011; (iii) all proxy statements relating to the Buyer’s meetings of shareholders (whether annual or special) held, and all information statements relating to shareholder consents, since the beginning of the first fiscal year referred to in clause (i) above; (iv) all certifications and statements required by (A) Rule 13a-14 or 15d-14 under the Exchange Act or (B) 18 U.S.C. § 1350 (Section 906 of the Sxxxxxxx-Xxxxx Act of 2002 (“SOX”)) with respect to any report referred to in clause (i) or (ii) above; and (v) all other forms, reports, registration statements and other documents required to be filed by the Buyer with the SEC (collectively, the “Buyer SEC Reports”). The Buyer SEC Reports are publicly available on the SEC’s EXXXX web site, and the Buyer has made available to the Seller copies of all Buyer SEC Reports. The Buyer SEC Reports (x) were prepared in all material respects in accordance with the requirements of the Securities Act and the Exchange Act, as applicable, and (y) did not at the time they were filed with the SEC (or, if amended, as of the date of such amendment or, if superseded by a subsequent Buyer SEC Report filed prior to the date hereof, as of the date of such subsequent Buyer Report) contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary in order to make the statements made therein, in the light of the circumstances under which they were made, not misleading.
Buyer SEC Reports; Financial Statements. (a) All reports, registration statements and other filings (including amendments to previously filed documents) filed by Buyer with the United States Securities and Exchange Commission (the "SEC") from January 1, 2001 to the date of this Agreement are collectively called the "Buyer SEC Reports." No Buyer SEC Report, as of its filing date, contained any untrue statement of a material fact or omitted to state any material fact required to be stated therein or necessary in order to make the statements made therein, in the light of the circumstances under which they were made, not misleading, and each Buyer SEC Report at the time of its filing complied as to form in all material respects with all applicable requirements of the Securities Act of 1933, as amended (the "Securities Act"), the Securities Exchange Act of 1934, as amended (the "Exchange Act"), and the rules and regulations of the SEC promulgated thereunder. The representation in the immediately preceding sentence does not apply to any misstatement or omission in any Buyer SEC Report filed before the date of this Agreement that has been superseded by a subsequent Buyer SEC Report filed before the date of this Agreement. From January 1, 2001 to the date of this Agreement, Buyer has filed all reports and other filings that it was required to file with the SEC under the Exchange Act, Securities Act and the rules and regulations of the SEC.
Buyer SEC Reports; Financial Statements. (e) Since December 31, 2020, Buyer has filed or furnished with the SEC, on a timely basis, all forms, reports, certifications, schedules, statements and documents required to be filed or furnished under the Securities Act or the Exchange Act, including all amendments thereto (such forms, reports, certifications, schedules, statements, documents, and amendments thereto collectively, the “Buyer SEC Reports”). As of their respective dates, each of the Buyer SEC Reports, as amended, complied with the applicable requirements of the Securities Act, the Exchange Act and the Xxxxxxxx-Xxxxx Act of 2002, as the case may be, and the rules and regulations of the SEC thereunder applicable to such Buyer SEC Reports, and none of the Buyer SEC Reports contained, when filed (or, if amended prior to the Closing Date, as of the date of such amendment with respect to those disclosures that are amended), any untrue statement of a 35 material fact or omitted to state a material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they were made, not misleading.
Buyer SEC Reports; Financial Statements. (a) Buyer has filed or furnished, as applicable, on a timely basis all Buyer SEC Reports. Each Buyer SEC Report, at the time of its filing or being furnished complied in all material respects with the applicable requirements of the Exchange Act, the Securities Act and the Xxxxxxxx-Xxxxx Act, and any rules and regulations promulgated thereunder applicable to the Buyer SEC Reports. As of their respective dates (or, if amended prior to the date hereof, as of the date of such amendment), the Buyer SEC Reports did 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 audited consolidated balance sheets, statements of income and statements of cash flows of Buyer and its consolidated subsidiaries included in or incorporated by reference into the Buyer SEC Reports (including any related notes and schedules) (i) have been prepared in accordance with GAAP applied on a consistent basis during the periods involved, and (ii) present fairly, in all material respects, Buyer’s and its consolidated subsidiaries’ financial position as of the specified dates and Buyer’s and its consolidated subsidiaries’ results of operations and cash flows for the specified periods.
Buyer SEC Reports; Financial Statements. Since January 1, 2003, Buyer has filed all forms, reports and other documents required to be filed by it with the SEC (the “Buyer SEC Documents”). The Buyer SEC Documents, as of the date filed, complied or will comply, in all material respects as to form with all applicable requirements of the Exchange Act and the rules under the Exchange Act. None of such Buyer SEC Documents contained, when filed, any untrue statement of a material fact or omitted to state any material fact necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading. The financial statements of Buyer included in the Buyer SEC Documents were prepared in accordance with GAAP and consistently applied throughout the periods involved (except as may be indicated in the notes thereto.) The financial statements of Buyer included in the Buyer SEC documents fairly present in conformity in all material respects with GAAP applied on a consistent basis (except as may be indicated in the notes thereto) and Regulation S-X of the SEC the consolidated financial position of Buyer and its consolidated subsidiaries as of the dates thereof and their consolidated results of operations and changes in financial position for the periods then ended (subject, in the case of unaudited statements, to normal, recurring year end adjustments and the absence of notes thereto).
Buyer SEC Reports; Financial Statements. Since January 1, 2015, Buyer has timely filed or furnished all SEC Reports required to be filed or furnished by it. Each of the SEC Reports at the time of its filing or being furnished complied or if not yet filed or furnished, will comply in all material respects with the requirements of the Securities Act, the Exchange Act and the Xxxxxxxx-Xxxxx Act of 2002 (the “Xxxxxxxx-Xxxxx Act”), and any rules and regulations promulgated thereunder applicable to the SEC Reports, and none of the SEC Reports, when filed, 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 the light of the circumstances under which they were made, not misleading.
