Common use of Buyer SEC Reports; Financial Statements Clause in Contracts

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. Except as set forth on Section 5.06 4.06 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) Except as set forth on Section 5.06 of Schedule 6.6(a), the Disclosure Schedules, since January 1, 2017, Buyer has filed SEC Reports or furnished, as applicable, on a timely basis or has received a valid extension all Buyer SEC Reports. Each of such the Buyer SEC Reports, at the time of its filing and has filed any such SEC Reports prior to the expiration of any such extension. As of their respective dates, the SEC Reports or being furnished complied in all material respects with the applicable requirements of the Exchange Act, the Securities Act and the Exchange 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 applicable, and none of the date of such amendment), the Buyer SEC Reports, when filed, contained Reports 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 made therein, in the light of the circumstances under in which they were made, not misleading. There have been no material adverse developments in Each of the business audited consolidated balance sheets, statements of income and statements of cash flows of the Buyer and its subsidiaries since consolidated Subsidiaries included in or incorporated by reference into the respective dates of such Buyer SEC Reports that are required to be disclosed pursuant to (including any related notes and schedules) (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 Financial Statements”): (i) have been prepared in accordance with GAAPGAAP applied on a consistent basis during the periods involved; and (ii) present fairly, 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 respects, the financial position of Buyer Buyer’s and its consolidated Subsidiaries Subsidiaries’ financial position as of and for the specified dates thereof and the Buyer’s and its consolidated Subsidiaries’ results of operations and cash flows for the periods then endedspecified periods. Except as set forth in this Section 6.6, subject, in the case Buyer makes no representation or warranty whatsoever concerning the Buyer SEC Reports as of unaudited statements, to normal, immaterial, year-end audit adjustmentsany time other than the time they were filed.

Buyer SEC Reports; Financial Statements. (a) Except as set forth on Section 5.06 of Schedule 6.6(a), the Disclosure Schedules, since January 1, 2017, Buyer has filed SEC Reports or furnished, as applicable, on a timely basis or has received a valid extension all Buyer SEC Reports. Each of such the Buyer SEC Reports, at the time of its filing and has filed any such SEC Reports prior to the expiration of any such extension. As of their respective dates, the SEC Reports or being furnished complied in all material respects with the applicable requirements of the Exchange Act, the Securities Act and the Exchange Sxxxxxxx-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 applicable, and none of the date of such amendment), the Buyer SEC Reports, when filed, contained Reports 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 made therein, in the light of the circumstances under in which they were made, not misleading. There have been no material adverse developments in Each of the business audited consolidated balance sheets, statements of income and statements of cash flows of the Buyer and its subsidiaries since consolidated Subsidiaries included in or incorporated by reference into the respective dates of such Buyer SEC Reports that are required to be disclosed pursuant to (including any related notes and schedules) (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 Financial Statements”): (i) have been prepared in accordance with GAAPGAAP applied on a consistent basis during the periods involved; and (ii) present fairly, 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 respects, the financial position of Buyer Buyer’s and its consolidated Subsidiaries Subsidiaries’ financial position as of and for the specified dates thereof and the Buyer’s and its consolidated Subsidiaries’ results of operations and cash flows for the periods then endedspecified periods. Except as set forth in this Section 6.6, subject, in the case Buyer makes no representation or warranty whatsoever concerning the Buyer SEC Reports as of unaudited statements, to normal, immaterial, year-end audit adjustmentsany time other than the time they were filed.