Common use of Buyer SEC Reports Clause in Contracts

Buyer SEC Reports. Buyer has filed all required forms, reports, registration statements, prospectuses, schedules, information statements, and documents with the Securities and Exchange Commission (collectively, the “Buyer SEC Reports”) required to be filed by it pursuant to applicable federal and state securities laws and the rules and regulations thereunder. The Buyer SEC Reports (a) have been filed on a timely basis; and (b) were prepared in all material respects in accordance with the requirements of the Securities Act, and the Securities Exchange Act of 1934, as amended (the “Exchange Act”) as the case may be, and the rules and regulations thereunder. Buyer has complied with and timely made all filings required under all applicable state securities laws, rules and regulations. None of the Buyer SEC Reports required by the Exchange Act at the time filed, nor any of the Buyer SEC Reports required by the Securities Act at the time filed or as of the date of their effectiveness, 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were made, not misleading, except to the extent that information contained in any Buyer SEC Report has been revised or superseded by a later-filed Buyer SEC Report filed and publicly available prior to the date hereof. The Buyer SEC Reports filed prior to the date hereof, when taken together, do not contain any untrue statement of material fact or omit to state a material fact required to be stated therein or necessary in order to make the statements therein not misleading.

Buyer SEC Reports. (a) Buyer has timely filed and made available to Selling Shareholders all required forms, reports, registration statements, prospectuses, schedules, information statementsstatements and other documents, and documents including any exhibits thereto, required to be filed by Buyer with the Securities and Exchange Commission SEC since January 1, 2004 (collectively, the “Buyer SEC Reports”). Each of the consolidated financial statements (including, in each case, any related notes and schedules) required to be filed by it pursuant to applicable federal and state securities laws and contained in the rules and regulations thereunder. The Buyer SEC Reports, including any Buyer SEC Reports filed after the Agreement Date, was or will be prepared in accordance with GAAP (aexcept as may be indicated in the notes thereto) have been filed applied on a timely basis; consistent basis throughout the periods involved and (b) were prepared fairly presented in all material respects or will fairly present in accordance with all material respects the requirements consolidated financial position of Buyer and its Subsidiaries as of the Securities Act, respective dates thereof and the Securities Exchange Act consolidated results of 1934its operations and cash flows for the periods indicated, as amended (except that any unaudited interim financial statements are subject to normal and recurring year-end adjustments which have not been and are not expected to be material in amount, individually or in the “Exchange Act”) as the case may be, and the rules and regulations thereunder. Buyer has complied with and timely made all filings required under all applicable state securities laws, rules and regulationsaggregate. None of the Buyer SEC Reports required Reports, including any financial statements, schedules or exhibits included or incorporated by the Exchange Act reference therein at the time filedthey were filed (or, nor any of the Buyer SEC Reports required if amended or superseded by the Securities Act at the time filed or a subsequent filing, as of the date of their effectivenessthe last such amendment or superseding filing prior to the Agreement Date), 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. (b) Except as reflected in the Buyer Most Recent Balance Sheet, except to the extent that information contained knowledge of Buyer, neither Buyer nor any of its Subsidiaries has any Liabilities, other than (i) Liabilities incurred since the date of the Buyer Most Recent Balance Sheet in any Buyer SEC Report has been revised the ordinary course of business consistent with past practices, (ii) Liabilities under this Agreement or superseded by a later-filed Buyer SEC Report filed expressly permitted to be incurred under this Agreement, and publicly available prior (iii) Liabilities incurred pursuant to the date hereofterms of Contracts that Buyer and its Subsidiaries are bound by or subject to. The Buyer SEC Reports filed prior to and its Subsidiaries own or lease all assets used in the date hereof, when taken together, do not contain any untrue statement operation of material fact or omit to state a material fact required to be stated therein or necessary in order to make the statements therein not misleadingBuyer Business.

Buyer SEC Reports. (a) The Buyer has filed all forms, reports, registration statements and other documents required to be filed by it with the SEC since the Applicable Date. (b) Each of the Buyer’s forms, reports, registration statements and other documents filed by the Buyer with the SEC since the Applicable Date (such forms, reports, registration statements, prospectusesand other documents, scheduleswhether or not available through XXXXX, information statements, and documents with the Securities and Exchange Commission (collectively, are collectively referred to herein as the “Buyer SEC Reports”) required to be filed by it pursuant to applicable federal and state securities laws and the rules and regulations thereunder. The Buyer SEC Reports Certifications (ai) have been filed on a timely basis; and (b) were prepared in all material respects in accordance as of the date of the filing thereof, complied as to form with the requirements of the Securities Act and the Exchange Act, as applicable, and the Securities Exchange Act of 1934, as amended (the “Exchange Act”ii) as the case may beof its filing date (or, and the rules and regulations thereunder. Buyer has complied with and timely made all filings required under all applicable state securities laws, rules and regulations. None of the Buyer SEC Reports required by the Exchange Act at the time filed, nor any of the Buyer SEC Reports required by the Securities Act at the time filed or as of the date of their effectiveness, 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, except to the extent that information contained in any Buyer SEC Report has been revised if amended or superseded by a later-filed Buyer SEC Report filed and publicly available subsequent filing prior to the date hereof. The Buyer SEC Reports filed prior to of this Agreement, on the date hereof, when taken together, do of such filing) did not 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 therein made therein, in the light of the circumstances under which they were made, not misleading. As of the Execution Date, there are no material outstanding or unresolved comments in comment letters received from the SEC or its staff, and, to the Knowledge of the Buyer, none of the Buyer SEC Reports is the subject of ongoing SEC review. None of the Buyer’s Subsidiaries is subject to the periodic reporting requirements of the Exchange Act or is otherwise required to file any periodic statements, schedules, reports, forms or other documents with the SEC. (c) The Buyer is, and since the Applicable Date has been, in compliance with the applicable listing and corporate governance rules and regulations of the NYSE applicable to it. (d) The Buyer and its Subsidiaries have implemented and maintain disclosure controls and procedures (as defined in Rules 13a-15(e) and 15d-15(e) under the Exchange Act), and such controls and procedures are reasonably designed to ensure that (i) all information required to be disclosed by the Buyer in the reports that it files under the Exchange Act is recorded, processed, summarized, and reported within the time periods specified in the SEC’s rules and forms, and (ii) all such information is accumulated and communicated to the Buyer’s management, including its chief executive officer and chief financial officer, as appropriate, to allow timely decisions regarding required disclosure. (e) The Buyer and its Subsidiaries have implemented and maintain a system of internal control over financial reporting (as defined in Rules 13a-15(f) and 15d-15(f) under the Exchange Act) reasonably designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with GAAP. (f) Since the Applicable Date, (i) there have not been any changes in the Buyer’s internal controls over financial reporting that are reasonably likely to materially affect Buyer’s and its Subsidiaries’ internal controls over financial reporting; (ii) the Buyer has disclosed, based on the most recent evaluation of its chief executive officer and its chief financial officer prior to the date of this Agreement, to Buyer’s outside auditors and the audit committee of the Buyer’s board of directors any “significant deficiency” or “material weakness” in the design or operation of Buyer’s internal controls over financial reporting which are reasonably likely to adversely affect in any material respect Buyer’s and its Subsidiaries’ ability to record, process, summarize, and report financial information; and (iii) none of the Buyer, the Buyer’s outside auditors or the audit committee of the board of directors of Buyer has received any oral or written notification of any fraud that involves management or other employees of the Buyer who have a significant role in the Buyer’s internal controls over financial reporting.

Buyer SEC Reports. Buyer has filed with the SEC all required forms, reports, registration statements, prospectuses, schedules, information statements, reports and documents with the Securities and Exchange Commission required to be filed by Buyer since September 30, 2013 (collectively, the “Buyer SEC Reports”) required ). Buyer has previously delivered or made available to be the Company true and complete copies of all of the Buyer SEC Reports that have been filed by it pursuant with the SEC before the Signing Date (and, for these purposes, any Buyer SEC Reports that are available via the SEC’s Electronic Data Gathering, Analysis and Retrieval system are deemed to applicable federal and state securities laws and have been delivered or made available to the rules and regulations thereunderCompany). The As of their respective dates, the Buyer SEC Reports (aincluding any Buyer SEC Reports filed after the Signing Date until the Closing) have been filed on a timely basis; and (bi) were prepared in all material respects in accordance with the requirements of the Securities Act or the Exchange Act, and the Securities Exchange Act of 1934, as amended (the “Exchange Act”) as the case may be, and the rules and regulations thereunder. Buyer has complied with and timely made all filings required under all applicable state securities laws, rules and regulations. None of the SEC thereunder applicable to such Buyer SEC Reports required by the Exchange Act and (ii) did not at the time filed, nor any of the Buyer SEC Reports required they were filed (or if amended or superseded by the Securities Act at the time filed or as of a filing prior to the date of their effectivenessthis Agreement, contained then on the date of such filing) contain 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, except to the extent that information contained in any Buyer SEC Report has been revised or superseded by a later-filed Buyer SEC Report filed and publicly available prior to the date hereof. The Buyer SEC Reports filed prior to the date hereof, when taken together, do not contain any untrue statement of material fact or omit to state a material fact required to be stated therein or necessary in order to make the statements therein therein, in the light of the circumstances under which they were made, not misleading. None of Buyer’s Subsidiaries is required to separately file any forms, reports or other documents with the SEC. The chief executive officer and the chief financial officer of Buyer have signed, and Buyer has filed with the SEC, all certifications required by Section 906 of the Xxxxxxxx-Xxxxx Act of 2002 and such certifications contain no qualifications or exceptions to the matters certified therein and have not been modified or withdrawn, and neither Buyer nor any of its officers has received notice from any Governmental Authority questioning or challenging the accuracy, completeness, form or manner of filing of such certifications. As used in this Section 4.4, the term “file” shall be broadly construed to include any manner in which a document or information is submitted to the SEC.

Buyer SEC Reports. Buyer has delivered to the Shareholders the Private Placement Memorandum and each registration statement, report or proxy statement prepared by it since December 31, 1997, including (i) Buyer's Annual Report on Form 10-K for the year ended December 31, 1997, (ii) Buyer's Quarterly Report on Form 10-Q for the period ended March 31, 1998 and (iii) Buyer's definitive proxy statement prepared in connection with its annual meeting of stockholders to be held on May 13, 1998, all in the form (including exhibits and any amendments thereto) filed all required forms, reports, registration statements, prospectuses, schedules, information statements, and documents with the Securities and Exchange Commission SEC (collectively, the “"Buyer SEC Reports”) required to be filed by it pursuant to applicable federal and state securities laws and the rules and regulations thereunder"). The Buyer SEC Reports (a) have been filed on a timely basis; and (b) were prepared in all material respects in accordance with the requirements As of the Securities Acttheir respective dates, and the Securities Exchange Act of 1934, as amended (the “Exchange Act”) as the case may be, and the rules and regulations thereunder. Buyer has complied with and timely made all filings required under all applicable state securities laws, rules and regulations. None of the Buyer SEC Reports required by the Exchange Act at the time fileddid not, nor and any of the Buyer SEC Reports required by filed with the Securities Act at the time filed or as of SEC subsequent to the date of their effectivenesshereof will not, contained contain 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, except to the extent that information contained in any Buyer SEC Report has been revised or superseded by a later-filed Buyer SEC Report filed and publicly available prior to the date hereof. The Buyer SEC Reports filed prior to the date hereof, when taken together, do not contain any untrue statement of material fact or omit to state a material fact required to be stated therein or necessary in order to make the statements therein 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 SEC 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 and of cash flow included in the Buyer SEC Reports (including any related notes and schedules) fairly presents the results of operations, retained earnings and changes in cash flow, as the case may be, of 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 GAAP consistently applied during the periods involved, except as may be noted therein.