Common use of Company SEC Documents; Financial Statements Clause in Contracts

Company SEC Documents; Financial Statements. (a) Since January 1, 2022, the Company has filed or furnished with the SEC all material forms, documents and reports required to be filed or furnished prior to the date of this Agreement by it with the SEC (such forms, documents and reports filed with the SEC, including any amendments or supplements thereto and any exhibits or other documents attached to or incorporated by reference therein, the “Company SEC Documents”). As of their respective dates, or, if amended or supplemented, as of the date of the last such amendment or supplement, the Company 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 applicable rules and regulations promulgated thereunder, and none of the Company SEC Documents at the time it was filed (or, if amended or supplemented, as of the date of the last amendment or supplement) contained any untrue statement of a material fact or omitted to state any material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they were made, or are to be made, not misleading. (b) The consolidated financial statements (including all related notes) of the Company included in the Company SEC Documents fairly present in all material respects the consolidated financial position of the Company and its consolidated Subsidiaries as at the respective dates thereof and its consolidated statements of operations and consolidated statements of cash flows for the respective periods then ended (subject, in the case of unaudited interim statements, to normal year-end audit adjustments, none of which would have a Company Material Adverse Effect, to the absence of notes and to any other adjustments described therein, including in any notes thereto) in conformity with GAAP (except, in the case of unaudited statements, as permitted by Form 10-Q, Form 8-K or any successor form or other rules under the Exchange Act).

Company SEC Documents; Financial Statements. (a) Since January 1, 20222020, the Company has filed with or otherwise furnished with to the SEC all material registration statements, prospectuses, forms, reports, definitive proxy statements, schedules and documents and reports required to be filed or furnished prior by it under the Securities Act or the Exchange Act, as the case may be, together with all certifications required pursuant to the date Xxxxxxxx-Xxxxx Act of this Agreement by it with 2002 (the SEC “Xxxxxxxx-Xxxxx Act”) (such forms, documents and reports any other documents filed by the Company with the SEC, as they may have been supplemented, modified or amended since the time of filing, including any amendments those filed or supplements thereto and any exhibits or other documents attached furnished subsequent to or incorporated by reference thereinthe date hereof, collectively, the “Company SEC Documents”). As of their respective dates, filing (or furnishing) dates or, if supplemented, modified or amended or supplementedsince the time of filing, as of the date of the last such amendment most recent supplement, modification or supplementamendment, the Company 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 applicable rules and regulations promulgated thereunder, and none of the Company SEC Documents at the time it was filed (or, if amended or supplemented, as of the date of the last amendment or supplementi) contained did not contain any untrue statement of a material fact or omitted omit to state any a 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 and (ii) complied in all material respects with all applicable requirements of the Exchange Act or the Securities Act, as the case may be, in each case as in effect on the date each such document was filed with or furnished to the SEC. As of the date hereof, none of the Company Subsidiaries is currently subject to the periodic reporting requirements of the Exchange Act. The Company has made available to Parent all comment letters and all material correspondence between the SEC, on the one hand, and the Company or the Partnership, on the other hand, since January 1, 2020. As of the date hereof, there are no material outstanding or unresolved comments received from the SEC with respect to any of the Company SEC Documents filed or furnished by the Company or the Partnership with the SEC and, as of the date hereof, to the Company’s knowledge, none of the Company SEC Documents is the subject of ongoing SEC review. The Company is in compliance in all material respects with the applicable provisions of the Xxxxxxxx-Xxxxx Act and the applicable listing and corporate governance rules and regulations of the New York Stock Exchange. The audited consolidated financial statements and unaudited consolidated interim financial statements of the Company (including, in each case, any notes and schedules thereto) and the consolidated Company Subsidiaries included in or incorporated by reference into the Company SEC Documents (collectively, the “Company Financial Statements”) (i) were prepared in accordance with generally accepted accounting principles as applied in the United States (“GAAP”) (as in effect in the United States on the date of such Company Financial Statement) applied on a consistent basis during the periods involved (except as may be madeindicated in the notes thereto or, not misleadingin the case of unaudited financial statements, as permitted by SEC rules and regulations) and (ii) present fairly, in all material respects, the financial position of the Company and the consolidated Company Subsidiaries and the results of their operations and their cash flows as of the dates and for the periods referred to therein (except as may be indicated in the notes thereto or, in the case of interim financial statements, for normal year-end adjustments). (b) The consolidated Company has designed and maintains a system of internal control over financial statements reporting (including all related notesas defined in Rules 13a-15(f) and 15d-15(f) of the Company included in Exchange Act) intended to provide reasonable assurances regarding the Company SEC Documents fairly present in all material respects the consolidated reliability of financial position of reporting for the Company and its consolidated Subsidiaries the Company Subsidiaries. The Company has designed disclosure controls and procedures (as at defined in Rules 13a-15(e) and 15d-15(e) of the respective dates thereof and its consolidated statements of operations and consolidated statements of cash flows for Exchange Act) to provide reasonable assurance that material information required to be disclosed by the respective periods then ended (subject, Company in the case of unaudited interim statements, to normal year-end audit adjustments, none of which would have a Company Material Adverse Effect, to the absence of notes and to any other adjustments described therein, including in any notes thereto) in conformity with GAAP (except, in the case of unaudited statements, as permitted by Form 10-Q, Form 8-K reports that it files or any successor form or other rules submits under the Exchange Act)Act is recorded, processed, summarized and reported within the time periods specified in the SEC’s rules and forms and is accumulated and communicated to the Company’s management as appropriate to allow timely decisions regarding required disclosure.

Company SEC Documents; Financial Statements. (a) Since January 1, 2022, the Company has filed or furnished with the SEC all material forms, documents and reports required to be filed or furnished prior to the date of this Agreement by it with the SEC (such forms, documents and reports filed with the SEC, including any amendments or supplements thereto and any exhibits or other documents attached to or incorporated by reference therein, the “Company SEC Documents”). As of their respective dates, or, if amended or supplemented, as of the date of the last such amendment or supplement, the Company 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 applicable rules and regulations promulgated thereunder, and none of the Company SEC Documents at the time it was filed (or, if amended or supplemented, as of the date of the last amendment or supplement) contained any untrue statement of a material fact or omitted to state any material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they were made, or are to be made, not misleading. (b) The consolidated financial statements (including all related notes) of the Company included in the Company SEC Documents fairly present in all material respects the consolidated financial position of the Company and its consolidated Subsidiaries as at the respective dates thereof and its consolidated statements of operations and consolidated statements of cash flows for the respective periods then ended (subject, in the case of unaudited interim statements, to normal year-end audit adjustments, none of which would have a Company Material Adverse Effect, to the absence of notes and to any other adjustments described therein, including in any notes thereto) in conformity with GAAP (except, in the case of unaudited statements, as permitted by Form 10-10- Q, Form 8-K or any successor form or other rules under the Exchange Act).

Company SEC Documents; Financial Statements. (a) Since January 1, 20222013, the Company has filed with or otherwise furnished with to (as applicable) the SEC all material registration statements, prospectuses, forms, reports, definitive proxy statements, schedules and documents and reports required to be filed or furnished prior by it under the Securities Act or the Exchange Act, as the case may be, together with all certifications required pursuant to the date Xxxxxxxx-Xxxxx Act of this Agreement by it with 2002, as amended (the SEC “Xxxxxxxx-Xxxxx Act”) (such forms, documents and reports any other documents filed by the Company with the SEC, as have been supplemented, modified or amended since the time of filing, including any amendments those filed or supplements thereto and any exhibits or other documents attached furnished subsequent to or incorporated by reference thereinthe date hereof, collectively, the “Company SEC Documents”). As of their respective dates, filing (or furnishing) dates or, if supplemented, modified or amended or supplementedsince the time of filing, as of the date of the last such amendment most recent supplement, modification or supplementamendment, the Company SEC Documents complied in all material respects with the requirements of the Securities Act (a) did not contain (and the Exchange Act, as the case may be, and the applicable rules and regulations promulgated thereunder, and none of the any Company SEC Documents at filed with or furnished to the time it was filed (or, if amended or supplemented, as of SEC subsequent to the date of the last amendment or supplementhereof will not contain) contained any untrue statement of a material fact or omitted omit to state any a 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, or are to be made, not misleading. misleading and (b) The consolidated financial statements (including complied in all related notes) material respects with all applicable requirements of the Exchange Act or the Securities Act, as the case may be, in each case as in effect on the date each such document was filed with or furnished to the SEC. None of the Company included in Subsidiaries is currently required to file any forms or reports with the SEC. The Company has made available to Parent all comment letters and all material correspondence between the SEC, on the one hand, and the Company or the Operating Partnership, on the other hand, since January 1, 2013. As of the date hereof, there are no material outstanding or unresolved comments received from the SEC with respect to any of the reports filed or furnished by the Company with the SEC and, as of the date hereof, to the Company’s knowledge, none of the Company SEC Documents fairly present is the subject of ongoing SEC review. The Company is in compliance in all material respects with the applicable provisions of the Xxxxxxxx-Xxxxx Act and the applicable listing and corporate governance rules and regulations of the New York Stock Exchange. The audited consolidated financial statements and unaudited consolidated interim financial statements of the Company (including, in each case, any notes thereto) and the consolidated Company Subsidiaries included in or incorporated by reference into the Company SEC Documents (collectively, the “Company Financial Statements”) (i) were prepared in accordance with GAAP (as in effect in the United States on the date of such Company Financial Statement) applied on a consistent basis during the periods involved (except as may be indicated in the notes thereto or, in the case of unaudited financial statements, as permitted by SEC rules and regulations) and (ii) present fairly, in all material respects, the financial position of the Company and its the consolidated Company Subsidiaries as at and the respective dates thereof and its consolidated statements results of their operations and consolidated statements of their cash flows as of the dates and for the respective periods then ended referred to therein (subjectexcept as may be indicated in the notes thereto or, in the case of unaudited interim financial statements, to for normal year-end audit adjustments, none ). Neither the Company nor any of which would have a the Company Material Adverse Effect, Subsidiaries is required to be registered under the absence Investment Company Act of notes and to any other adjustments described therein, including in any notes thereto) in conformity with GAAP (except, in the case of unaudited statements1940, as permitted by Form 10-Q, Form 8-K or any successor form or other rules under the Exchange Act)amended.

Company SEC Documents; Financial Statements. (a) Since January 1, 2022, the The Company has filed with or furnished with to (as applicable) the SEC all material registration statements, prospectuses, forms, reports, definitive proxy statements, schedules and documents and reports required to be filed or furnished prior by it under the Securities Act or the Exchange Act, as the case may be, together with all certifications required pursuant to the date Xxxxxxxx-Xxxxx Act of this Agreement by it with 2002, as amended (the SEC “Xxxxxxxx-Xxxxx Act”) (such forms, documents and reports any other documents filed or furnished by the Company with the SEC, including any amendments as have been supplemented, modified or supplements thereto and any exhibits or other documents attached to or incorporated by reference thereinamended since the time of filing, collectively, the “Company SEC Documents”). As of their respective dates, filing dates or, if supplemented, modified or amended or supplementedsince the time of filing, as of the date of the last such amendment most recent supplement, modification or supplementamendment, the Company 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 applicable rules and regulations promulgated thereunder, and none of the Company SEC Documents at the time it was filed (or, if amended or supplemented, as of the date of the last amendment or supplementi) contained did not contain any untrue statement of a material fact or omitted omit to state any a 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 and (ii) complied as to form in all material respects with all applicable requirements of the Exchange Act or the Securities Act, as the case may be, in each case as in effect on the date each such document was filed with or furnished to the SEC. None of the Company Subsidiaries is currently required to file periodic reports with the SEC. The Company has been and is in compliance in all material respects with the applicable provisions of the Xxxxxxxx-Xxxxx Act and the applicable listing and corporate governance rules and regulations of NASDAQ. The audited consolidated financial statements and unaudited consolidated interim financial statements of the Company (including, in each case, any notes thereto) and the consolidated Company Subsidiaries included in or incorporated by reference into the Company SEC Documents (collectively, the “Company Financial Statements”) (x) were, except as may be indicated in the notes thereto, prepared in accordance with GAAP (as in effect in the United States on the date of such Company Financial Statement) applied on a consistent basis during the periods involved except, in the case of unaudited statements, as permitted by SEC rules and regulations and (y) present fairly, in all material respects, the financial position of the Company and the consolidated Company Subsidiaries and the results of their operations and their cash flows as of the dates and for the periods referred to therein (except as may be indicated in the notes thereto or, in the case of interim financial statements, for normal year-end adjustments that were not or will not be material in amount or effect). There are to be made, not misleadingno unconsolidated Subsidiaries of the Company. (b) The consolidated financial statements (including all any related notes) of the Company included contained or incorporated by reference in the Company SEC Documents fairly present (as amended prior to the date of this Agreement): (i) complied as to form in all material respects with the consolidated financial position published rules and regulations of the Company and its consolidated Subsidiaries SEC applicable thereto; (ii) were prepared in accordance with GAAP applied on a consistent basis throughout the periods covered (except as at may be indicated in the respective dates thereof and its consolidated notes to such financial statements of operations and consolidated statements of cash flows for the respective periods then ended (subjector, in the case of unaudited interim statements, to normal year-end audit adjustments, none of which would have a Company Material Adverse Effect, to the absence of notes and to any other adjustments described therein, including in any notes thereto) in conformity with GAAP (except, in the case of unaudited financial statements, as permitted by Form 10-Q, Form 8-K or any successor form or other rules under the Exchange Act, and except that the unaudited financial statements may not contain footnotes and are subject to normal and recurring year-end adjustments that will not, individually or in the aggregate, be material in amount), and (iii) fairly presented, in all material respects, the consolidated financial position of the Company and its consolidated Subsidiaries as of the respective dates thereof and the consolidated results of operations and cash flows of the Company and its consolidated Subsidiaries for the periods covered thereby. No financial statements of any person other than the Company and its consolidated Subsidiaries are required by GAAP to be included in the consolidated financial statements of the Company. With respect to the financial statements (including any related notes) contained or incorporated by reference in the Company SEC Documents, there have been no deficiencies or weaknesses identified by the Company or identified in writing by the Company’s independent auditors (whether current or former) in the design or operation of internal controls of financial reporting utilized by the Company and its consolidated Subsidiaries. (c) The Company’s auditor has at all relevant times been: (i) a registered public accounting firm (as defined in Section 2(a)(12) of the Xxxxxxxx-Xxxxx Act); (ii) “independent” with respect to the Company within the meaning of Regulation S-X under the Exchange Act; and (iii) to the knowledge of the Company, in compliance with subsections (g) through (l) of Section 10A of the Exchange Act and the rules and regulations promulgated by the SEC and the Public Company Accounting Oversight Board thereunder. All non-audit services performed by the Company’s auditors for the Company that were required to be approved in accordance with Section 202 of the Xxxxxxxx-Xxxxx Act were so approved. (d) Section 3.06(d) of the Company Disclosure Letter lists all securitization transactions, special purpose entities, unconsolidated Subsidiaries, joint ventures, material minority interest investments and all other “off-balance sheet arrangements” (as defined in Item 303(c) of Regulation S-K under the Exchange Act) effected by the Company or any Company Subsidiary since January 1, 2012. The Company does not have any obligation or other commitment to become a party to any such “off-balance sheet arrangements” in the future. (e) As of the date of this Agreement, there are no unresolved comments issued by the staff of the SEC with respect to any of the Company SEC Documents. (f) The Company is in compliance with the applicable rules and regulations of NASDAQ, and has not received any written notice asserting any non-compliance therewith.

Company SEC Documents; Financial Statements. (a) Since January 1, 2022, the The Company has filed or furnished furnished, on a timely basis, all reports, schedules, forms, statements and other documents (including exhibits and other information incorporated therein) with the SEC all material forms, documents and reports required to be filed or furnished prior by the Company under the Exchange Act since March 1, 2022 (such documents, collectively with any documents filed or furnished during such period by the Company to the date SEC on a voluntary basis, any exhibits and schedules to any of this Agreement by it with the SEC (such forms, foregoing documents and reports filed with the SEC, including any amendments or supplements thereto and any exhibits or other documents attached to or information incorporated by reference therein, the “Company SEC Documents”). As Each of their respective dates, or, if amended or supplementedthe Company SEC Documents, as of the date time of its filing or furnishing (or, if applicable, as of the last such time of its most recent amendment or supplement, or, in the case of a Company SEC Documents Document that is a registration statement filed pursuant to the Securities Act or a proxy statement filed pursuant to the Exchange Act, on the date of effectiveness of such Company SEC Document or date of mailing, respectively), complied or will comply (as applicable), as to form in all material respects with with, to the extent in effect at such time, the requirements of the Securities Act, the Exchange Act and the Exchange Act, as the case may be, and the Sxxxxxxx-Xxxxx Act of 2002 (“SOX”) applicable rules and regulations promulgated thereunderto such Company SEC Document, and none of the Company SEC Documents at the time it was when filed or furnished (or, if amended or supplementedamended, as of the date of the last such most recent amendment or supplement) , or, in the case of a Company SEC Document that is a registration statement filed pursuant to the Securities Act or a proxy statement filed pursuant to the Exchange Act, on the date of effectiveness of such Company SEC Document or date of mailing, respectively), contained any untrue statement of a material fact or omitted to state any 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, or are to be made, not misleading. (b) The Each of the consolidated financial statements (including all the related notesnotes and schedules thereto) of the Company included in the Company SEC Documents (or incorporated therein by reference) complied at the time it was filed or, if amended, as of the date of such most recent amendment, as to form in all material respects with the applicable accounting requirements and the published rules and regulations of the SEC with respect thereto in effect at the time of such filing or amendment, had been prepared in accordance with GAAP applied in a manner consistent throughout the periods involved (except as may be indicated in the notes thereto or, in the case of unaudited statements, as permitted by the rules and regulations of the SEC) and fairly present presented in all material respects the consolidated financial position of the Company and its consolidated Subsidiaries as at of the respective dates thereof and the consolidated results of its consolidated statements of operations and consolidated statements of cash flows for the respective periods then ended (subject, in the case of unaudited interim statements, to normal yearperiod-end audit adjustmentsadjustments that were not and are not material individually or in the aggregate). There are no outstanding or unresolved comments from the SEC with respect to any of the Company SEC Documents, and, to the Knowledge of the Company, none of the Company SEC Documents are subject to any pending proceeding by or before the SEC. (c) The Company has established and maintains “disclosure controls and procedures” (as defined in Rule 13a-15 or 15d-15, as applicable, under the Exchange Act). Such disclosure controls and procedures are reasonably designed to ensure that information required to be disclosed by the Company in the reports it files or submits under the Exchange Act is recorded, processed, summarized and reported within the time periods specified in the rules and forms of the SEC and all such material information is made known to the Company’s principal executive officer and principal financial officer. The Company has established and maintains a system of “internal control over financial reporting” (as defined in Rule 13a-15 under the Exchange Act). Such internal control over financial reporting provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with GAAP and includes policies and procedures that (i) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of the Company, (ii) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with GAAP, and that receipts and expenditures of the Company are being made only in accordance with authorizations of management and directors of the Company, and (iii) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use or disposition of the Company’s assets that could have a material effect on its financial statements. The Company has disclosed, based on its most recent evaluation of its internal control over financial reporting prior to the date of this Agreement, to the Company’s auditors and audit committee (A) any significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which would be reasonably expected to materially adversely affect the Company’s ability to record, process, summarize and report financial information and (B) any fraud, whether or not material, known to management, that involves management or other employees who have a significant role in internal control over financial reporting, all of which information described in clauses (A) and (B) above has been disclosed to Parent prior to the date of this Agreement. Since March 1, 2022, the Company has not received any credible written (or to the Knowledge of the Company, oral) complaint, allegation, assertion or claim of any material improper activity regarding the accounting or auditing practices, procedures, methodologies or methods of the Company or its Subsidiaries or their respective internal accounting controls. (d) As of the date of this Agreement, neither the Company nor any of the Company’s Subsidiaries is a party to, or has any commitment to become a party to, any joint venture, off-balance sheet partnership or any similar Contract (including any Contract relating to any transaction or relationship between or among the Company and any of its Subsidiaries, on the one hand, and any unconsolidated Affiliate, including any structured finance, special purpose or limited purpose entity or Person, on the other hand) or any “off-balance sheet arrangement” (as defined in Item 303(a) of Regulation S-K of the SEC), where the result, purpose or effect of such arrangement is to avoid having any material transaction involving, or material liabilities of, the Company or any of its Subsidiaries reflected or disclosed in the Company’s or such Subsidiary’s financial statements or other Company SEC Documents. (e) Each of the principal executive officer of the Company and the principal financial officer of the Company has made all certifications required by Rules 13a-14 and 15d-14 under the Exchange Act and Sections 302 and 906 of SOX with respect to the Company SEC Documents, and the statements contained in such certifications are accurate in all material respects. For purposes of this Agreement, “principal executive officer” and “principal financial officer” shall have the meanings given to such terms in SOX. (f) None of the Subsidiaries of the Company is subject to the reporting requirements of Section 13a or Section 15d of the Exchange Act. Neither the Company nor any of its Subsidiaries are required by applicable Law to make any filings or reports in respect of the Shares or other securities of the Company or any of its Subsidiaries with any Governmental Authority outside of the United States whose primary responsibility is for the regulation of securities except, with respect to the Company’s Subsidiaries, for failures to make any such filings or reports that would not reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effect, to the absence of notes and to any other adjustments described therein, including in any notes thereto) in conformity with GAAP (except, in the case of unaudited statements, as permitted by Form 10-Q, Form 8-K or any successor form or other rules under the Exchange Act).