Common use of Exchange Act Filings; Financial Statements Clause in Contracts

Exchange Act Filings; Financial Statements. (a) Buyer has timely filed and made available to Seller all Exchange Act Documents required to be filed by Buyer since July 1, 2004 (together with all such Exchange Act Documents filed, whether or not required to be filed, the “Buyer Exchange Act Reports”). The Buyer Exchange Act Reports (i) at the time filed, complied in all material respects with the applicable requirements of the Securities Laws and other applicable Laws and (ii) did not, at the time they were filed (or, if amended or superseded by a filing prior to the date of this Agreement, then on the date of such amended or subsequent filing or, in the case of registration statements, at the effective date thereof) contain any untrue statement of a material fact or omit to state a material fact required to be stated in such Buyer Exchange Act Reports or necessary in order to make the statements in such Buyer Exchange Act Reports, in light of the circumstances under which they were made, not misleading. Except as would not be reasonably likely to have a Buyer Material Adverse Effect, each offering or sale of securities by Buyer (i) was either registered under the Securities Act or made pursuant to a valid exemption from registration, (ii) complied in all material respects with the applicable requirements of the Securities Laws and other applicable Laws, except for immaterial late “blue sky” filings, including disclosure and broker/dealer registration requirements, and (iii) was made pursuant to offering documents that did not, at the time of the offering (or in the case of registration statements, at the effective date thereof) contain any untrue statement of a material fact or omit to state a material fact required to be stated in the offering documents or necessary in order to make the statements in such documents not misleading. Buyer’s principal executive officer and principal financial officer (and Buyer’s former principal executive officers and principal financial officers, as applicable) have made the certifications required by Sections 302 and 906 of the Sxxxxxxx-Xxxxx Act and the rules and regulations of the Exchange Act thereunder with respect to the Buyer Exchange Act Reports to the extent such rules or regulations applied at the time of the filing. For purposes of the preceding sentence, “principal executive officer” and “principal financial officer” have the meanings given to such terms in the Sarbanes—Oxley Act. Such certifications are included as exhibits to the applicable Buyer Exchange Act Reports and have not been modified or withdrawn; and neither Buyer nor any of its officers has received notice from any Regulatory Authority questioning or challenging the accuracy, completeness, content, form, or manner of filing or submission of such certifications.

Exchange Act Filings; Financial Statements. (a) Buyer has timely filed and made available to Seller all Exchange Act Documents required to be filed by Buyer since July 1, 2004 (together with all such Exchange Act Documents filed, whether or not required to be filed, the “Buyer Exchange Act Reports”). The Buyer Exchange Act Reports (i) at the time filed, complied in all material respects with the applicable requirements of the Securities Laws and other applicable Laws and (ii) did not, at the time they were filed (or, if amended or superseded by a filing prior to the date of this Agreement, then on the date of such amended or subsequent filing or, in the case of registration statements, at the effective date thereof) contain any untrue statement of a material fact or omit to state a material fact required to be stated in such Buyer Exchange Act Reports or necessary in order to make the statements in such Buyer Exchange Act Reports, in light of the circumstances under which they were made, not misleading. Except as would not be reasonably likely to have a Buyer Material Adverse Effect, each offering or sale of securities by Buyer (i) was either registered under the Securities Act or made pursuant to a valid exemption from registration, (ii) complied in all material respects with the applicable requirements of the Securities Laws and other applicable Laws, except for immaterial late “blue sky” filings, including disclosure and broker/dealer registration requirements, and (iii) was made pursuant to offering documents that did not, at the time of the offering (or in the case of registration statements, at the effective date thereof) contain any untrue statement of a material fact or omit to state a material fact required to be stated in the offering documents or necessary in order to make the statements in such documents not misleading. Buyer’s principal executive officer and principal financial officer (and Buyer’s former principal executive officers and principal financial officers, as applicable) have made the certifications required by Sections 302 and 906 of the SxxxxxxxXxxxxxxx-Xxxxx Act and the rules and regulations of the Exchange Act thereunder with respect to the Buyer Buyer’s Exchange Act Reports Documents to the extent such rules or regulations applied at the time of the filing. For purposes of the preceding sentence, “principal executive officer” and “principal financial officer” shall have the meanings given to such terms in the Sarbanes—Oxley Xxxxxxxx-Xxxxx Act. Such certifications are included as exhibits contain no qualifications or exceptions to the applicable Buyer Exchange Act Reports matters certified therein and have not been modified or withdrawn; and neither Buyer nor any of its officers has received notice from any Regulatory Authority questioning or challenging the accuracy, completeness, content, form, or manner of filing or submission of such certifications. No Buyer Subsidiary is required to file any Exchange Act Documents.

Exchange Act Filings; Financial Statements. (a) Buyer has timely filed and made available to Seller all Exchange Act Documents reports, forms or other information required to be filed by Buyer since July 1it under the Securities Act of 1933, 2004 as amended (together with all such the "Securities Act"), and the Securities Exchange Act Documents filedof 1934, whether as amended (the "Exchange Act"), including pursuant to Section 13(a) or not 15(d) thereof, for the twelve months preceding the date hereof (or such shorter period as Buyer was required by law to be filedfile such reports, forms or other information) (the foregoing materials being collectively referred to herein as the "SEC Reports") on a timely basis or has timely filed 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 “Buyer Exchange Act Reports”). The Buyer Exchange Act SEC Reports (i) at the time filed, complied in all material respects with the applicable requirements of the Securities Laws Act and other applicable Laws the Exchange Act and (ii) did notthe rules and regulations of the SEC promulgated thereunder, at and none of the time they were filed (orSEC Reports, if amended or superseded by a filing prior to the date of this Agreementwhen filed, then on the date of such amended or subsequent filing or, in the case of registration statements, at the effective date thereof) contain contained any untrue statement of a material fact or omit omitted to state a material fact required to be stated in such Buyer Exchange Act Reports therein or necessary in order to make the statements in such Buyer Exchange Act Reportstherein, in light of the circumstances under which they were made, not misleading. Except as would not be reasonably likely to have a The financial statements of Buyer Material Adverse Effectincluded in the SEC Reports comply, each offering or sale of securities by Buyer (i) was either registered under the Securities Act or made pursuant to a valid exemption from registration, (ii) complied in all material respects respects, with the applicable accounting requirements of the Securities Laws and other applicable Laws, except for immaterial late “blue sky” filings, including disclosure and broker/dealer registration requirements, and (iii) was made pursuant to offering documents that did not, at the time of the offering (or in the case of registration statements, at the effective date thereof) contain any untrue statement of a material fact or omit to state a material fact required to be stated in the offering documents or necessary in order to make the statements in such documents not misleading. Buyer’s principal executive officer and principal financial officer (and Buyer’s former principal executive officers and principal financial officers, as applicable) have made the certifications required by Sections 302 and 906 of the Sxxxxxxx-Xxxxx Act and the rules and regulations of the Exchange Act thereunder SEC with respect to the Buyer Exchange Act Reports to the extent such rules or regulations applied thereto as in effect at the time of filing. Such financial statements have been prepared in accordance with generally accepted accounting principles applied on a consistent basis during the filingperiods involved, except as may be otherwise specified in such financial statements or the notes thereto, 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. For purposes of this Agreement, any reports, forms or other information provided to the preceding sentenceSEC, “principal executive officer” and “principal financial officer” have the meanings given to such terms whether by filing, furnishing or otherwise providing, is included in the Sarbanes—Oxley Act. Such certifications are included as exhibits to the applicable Buyer Exchange Act Reports and have not been modified term "filed" (or withdrawn; and neither Buyer nor any of its officers has received notice from any Regulatory Authority questioning or challenging the accuracy, completeness, content, form, or manner of filing or submission of such certificationsderivations thereof).

Exchange Act Filings; Financial Statements. (a) Buyer Seller has timely filed and made available to Seller Buyer all Exchange Act Documents required to be filed by Buyer Seller since July 1December 31, 2004 1999 (together with all such Exchange Act Documents filed, whether or not required to be filed, the “Buyer "Seller Exchange Act Reports”"). The Buyer Seller Exchange Act Reports (i) at the time filed, complied in all material respects with the applicable requirements of the Securities Laws and other applicable Laws and (ii) did not, at the time they were filed (or, if amended or superseded by a filing prior to the date of this Agreement, then on the date of such amended or subsequent filing or, in the case of registration statements, at the effective date thereof) contain any untrue statement of a material fact or omit to state a material fact required to be stated in such Buyer Seller Exchange Act Reports or necessary in order to make the statements in such Buyer Seller Exchange Act Reports, in light of the circumstances under which they were made, not misleading. Except as would not be reasonably likely Seller has delivered to have a Buyer Material Adverse Effect, each offering or sale of securities all comment letters received by Buyer (i) was either registered under Seller from the Securities Act or made pursuant to a valid exemption from registration, (ii) complied in all material respects with the applicable requirements staff of the Securities Laws OCC and other applicable Laws, except for immaterial late “blue sky” filings, including disclosure and broker/dealer registration requirements, and (iii) was made pursuant all responses to offering documents that did not, at the time such comment letters by or on behalf of the offering (or in the case of registration statements, at the effective date thereof) contain any untrue statement of a material fact or omit to state a material fact required to be stated in the offering documents or necessary in order to make the statements in such documents not misleadingSeller. Buyer’s Seller's principal executive officer and principal financial officer (and Buyer’s Seller's former principal executive officers and principal financial officers, as applicable) have made the certifications required by Sections 302 and 906 of the SxxxxxxxXxxxxxxx-Xxxxx Act and the rules and regulations of the Exchange Act thereunder with respect to the Buyer Seller's Exchange Act Reports to the extent such rules or regulations applied at the time of the filingDocuments. For purposes of the preceding sentence, “"principal executive officer” " and “"principal financial officer” " shall have the meanings given to such terms in the Sarbanes—Oxley Xxxxxxxx-Xxxxx Act. Such certifications are included as exhibits contain no qualifications or exceptions to the applicable Buyer Exchange Act Reports matters certified therein and have not been modified or withdrawn; and neither Buyer Seller nor any of its officers has received notice from any Regulatory Authority questioning or challenging the accuracy, completeness, content, form, form or manner of filing or submission of such certifications. Except for Seller Subsidiaries that are registered as a broker, dealer, or investment advisor, no Seller Subsidiary is required to file any Exchange Act Documents.

Exchange Act Filings; Financial Statements. (a) Buyer has timely filed and made available to Seller all Exchange Act Documents required to be filed by Buyer since July 1, 2004 (together with all such Exchange Act Documents filed, whether or not required to be filed, the “Buyer Exchange Act Reports”). The Buyer Exchange Act Reports (i) at the time filed, complied in all material respects with the applicable requirements of the Securities Laws and other applicable Laws and (ii) did not, at the time they were filed (or, if amended or superseded by a filing prior to the date of this Agreement, then on the date of such amended or subsequent filing or, in the case of registration statements, at the effective date thereof) contain any untrue statement of a material fact or omit to state a material fact required to be stated in such Buyer Exchange Act Reports or necessary in order to make the statements in such Buyer Exchange Act Reports, in light of the circumstances under which they were made, not misleading. Except as would not be reasonably likely to have a Buyer Material Adverse Effect, each offering or sale of securities by Buyer (i) was either registered under the Securities Act or made pursuant to a valid exemption from registration, (ii) complied in all material respects with the applicable requirements of the Securities Laws and other applicable Laws, except for immaterial late “blue sky” filings, including disclosure and broker/dealer registration requirements, and (iii) was made pursuant to offering documents that did not, at the time of the offering (or in the case of registration statements, at the effective date thereof) contain any untrue statement of a material fact or omit to state a material fact required to be stated in the offering documents or necessary in order to make the statements in such documents not misleading. Buyer’s principal executive officer and principal financial officer (and Buyer’s former principal executive officers and principal financial officers, as applicable) have made the certifications required by Sections 302 and 906 of the SxxxxxxxXxxxxxxx-Xxxxx Act and the rules and regulations of the Exchange Act thereunder with respect to the Buyer Exchange Act Reports to the extent such rules or regulations applied at the time of the filing. For purposes of the preceding sentence, “principal executive officer” and “principal financial officer” have the meanings given to such terms in the Sarbanes—–Oxley Act. Such certifications are included as exhibits to the applicable Buyer Exchange Act Reports and have not been modified or withdrawn; and neither Buyer nor any of its officers has received notice from any Regulatory Authority questioning or challenging the accuracy, completeness, content, form, or manner of filing or submission of such certifications.

Exchange Act Filings; Financial Statements. (a) Buyer CBAC has timely filed and made available to Seller BOE all Exchange Act Documents required to be filed by Buyer CBAC since July 1, 2004 inception (together with all such Exchange Act Documents filed, whether or not required to be filed, the “Buyer CBAC Exchange Act Reports”). The Buyer CBAC Exchange Act Reports (i) at the time filed, complied in all material respects with the applicable requirements of the Securities Laws and other applicable Laws and (ii) did not, at the time they were filed (or, if amended or superseded by a filing prior to the date of this Agreement, then on the date of such amended or subsequent filing or, in the case of registration statements, at the effective date thereof) contain any untrue statement of a material fact or omit to state a material fact required to be stated in such Buyer CBAC Exchange Act Reports or necessary in order to make the statements in such Buyer CBAC Exchange Act Reports, in light of the circumstances under which they were made, not misleading. Except as would not be reasonably likely to have a Buyer Material Adverse Effect, each Each offering or sale of securities by Buyer CBAC (i) was either registered under the Securities Act or made pursuant to a valid exemption from registration, (ii) complied in all material respects with the applicable requirements of the Securities Laws and other applicable Laws, except for immaterial late “blue sky” filings, including disclosure and broker/dealer registration requirements, and (iii) was made pursuant to offering documents that which did not, at the time of the offering (or or, in the case of registration statements, at the effective date thereof) contain any untrue statement of a material fact or omit to state a material fact required to be stated in the offering documents or necessary in order to make the statements in such documents not misleading. BuyerCBAC has delivered or made available to BOE all comment letters received by CBAC from the staffs of the SEC and all responses to such comment letters by or on behalf of CBAC with respect to all filings under the Securities Laws. CBAC’s principal executive officer officers and principal financial officer officers (and BuyerCBAC’s former principal executive officers and principal financial officers, as applicable) have made the certifications required by Sections Section 302 and 906 of the Sxxxxxxx-Xxxxx Act and the rules and regulations of the Exchange Act thereunder with respect to the Buyer CBAC’s Exchange Act Reports Documents to the extent such rules or regulations applied at the time of the filing. For purposes of the preceding sentence, “principal executive officer” and “principal financial officer” have the meanings given to such terms in the Sarbanes—Oxley Act. Such certifications are included as exhibits contain no qualifications or exceptions to the applicable Buyer Exchange Act Reports matters certified therein and have not been modified or withdrawn; and neither Buyer CBAC nor any of its officers has received notice from any Regulatory Authority questioning or challenging the accuracy, completeness, content, form, form or manner of filing or submission submissions of such certificationscertification.

Exchange Act Filings; Financial Statements. (a) Buyer Seller has timely filed and made available to Seller Buyer all Exchange Act Documents required to be filed by Buyer Seller since July 1December 31, 2004 1999 (together with all such Exchange Act Documents filed, whether or not required to be filed, the “Buyer Seller Exchange Act Reports”). The Buyer Seller Exchange Act Reports (i) at the time filed, complied in all material respects with the applicable requirements of the Securities Laws and other applicable Laws and (ii) did not, at the time they were filed (or, if amended or superseded by a filing prior to the date of this Agreement, then on the date of such amended or subsequent filing or, in the case of registration statements, at the effective date thereof) contain any untrue statement of a material fact or omit to state a material fact required to be stated in such Buyer Seller Exchange Act Reports or necessary in order to make the statements in such Buyer Seller Exchange Act Reports, in light of the circumstances under which they were made, not misleading. Except as would not be reasonably likely Seller has delivered to have a Buyer Material Adverse Effect, each offering or sale of securities all comment letters received by Buyer (i) was either registered under Seller from the Securities Act or made pursuant to a valid exemption from registration, (ii) complied in all material respects with the applicable requirements staff of the Securities Laws Commission and other applicable Laws, except for immaterial late “blue sky” filings, including disclosure and broker/dealer registration requirements, and (iii) was made pursuant all responses to offering documents that did not, at the time such comment letters by or on behalf of the offering (or in the case of registration statements, at the effective date thereof) contain any untrue statement of a material fact or omit to state a material fact required to be stated in the offering documents or necessary in order to make the statements in such documents not misleadingSeller. BuyerSeller’s principal executive officer and principal financial officer (and BuyerSeller’s former principal executive officers and principal financial officers, as applicable) have made the certifications required by Sections 302 and 906 of the Sxxxxxxx-Xxxxx Act and the rules and regulations of the Exchange Act thereunder with respect to the Buyer Seller’s Exchange Act Reports to the extent such rules or regulations applied at the time of the filingDocuments. For purposes of the preceding sentence, “principal executive officer” and “principal financial officer” shall have the meanings given to such terms in the Sarbanes—–Oxley Act. Such certifications are included as exhibits contain no qualifications or exceptions to the applicable Buyer Exchange Act Reports matters certified therein and have not been modified or withdrawn; and neither Buyer Seller nor any of its officers has received notice from any Regulatory Authority questioning or challenging the accuracy, completeness, content, form, form or manner of filing or submission of such certifications. Except for Seller Subsidiaries that are registered as a broker, dealer, or investment advisor, no Seller Subsidiary is required to file any Exchange Act Documents. Seller lawfully deregistered under the Exchange Act pursuant to Rule 12g-4(a)(1)(i) effective March 24, 2005, and after such date has not been subject to making any reports or filings under the Exchange Act.

Exchange Act Filings; Financial Statements. (a) Buyer Seller has timely filed and made available to Seller Buyer all Exchange Act Documents required to be filed by Buyer Seller since July 1December 31, 2004 1999 (together with all such Exchange Act Documents filed, whether or not required to be filed, the “Buyer Seller Exchange Act Reports”)) as listed in Section 5.5 of the Seller Disclosure Memo. The Buyer Seller Exchange Act Reports (i) at the time filed, complied in all material respects with the applicable requirements of the Securities Laws and other applicable Laws and (ii) did not, at the time they were filed (or, if amended or superseded by a filing prior to the date of this Agreement, then on the date of such amended or subsequent filing or, in the case of registration statements, at the effective date thereof) contain any untrue statement of a material fact or omit to state a material fact required to be stated in such Buyer Seller Exchange Act Reports or necessary in order to make the statements in such Buyer Seller Exchange Act Reports, in light of the circumstances under which they were made, Reports not misleading. Except as would not be reasonably likely Seller has delivered to have a Buyer Material Adverse Effect, each offering all comment letters received by Seller from the staffs of the SEC and the OCC and all responses to such comment letters by or sale on behalf of securities by Buyer (i) was either registered Seller with respect to all filings under the Securities Act or made pursuant to a valid exemption from registration, (ii) complied in all material respects with the applicable requirements of the Securities Laws and other applicable Laws, except for immaterial late “blue sky” filings, including disclosure and broker/dealer registration requirements, and (iii) was made pursuant to offering documents that did not, at the time of the offering (or in the case of registration statements, at the effective date thereof) contain any untrue statement of a material fact or omit to state a material fact required to be stated in the offering documents or necessary in order to make the statements in such documents not misleading. BuyerSeller’s principal executive officer and principal financial officer (and BuyerSeller’s former principal executive officers and principal financial officers, as applicable) have made the certifications required by Sections 302 and 906 of the SxxxxxxxXxxxxxxx-Xxxxx Act and the rules and regulations of the Exchange Act thereunder with respect to the Buyer Seller’s Exchange Act Reports to the extent such rules or regulations applied at the time of the filingDocuments. For purposes of the preceding sentence, “principal executive officer” and “principal financial officer” shall have the meanings given to such terms in the Sarbanes—–Oxley Act. Such certifications are included as exhibits contain no qualifications or exceptions to the applicable Buyer Exchange Act Reports matters certified therein and have not been modified or withdrawn; and neither Buyer Seller nor any of its officers has received notice from any Regulatory Authority questioning or challenging the accuracy, completeness, content, form, form or manner of filing or submission of such certifications. No Seller Subsidiary is required to file any Exchange Act Documents.

Exchange Act Filings; Financial Statements. (a) Buyer CBAC has timely filed and made available to Seller BOE all Exchange Act Documents required to be filed by Buyer CBAC since July 1, 2004 inception (together with all such Exchange Act Documents filed, whether or not required to be filed, the “Buyer CBAC Exchange Act Reports”). The Buyer CBAC Exchange Act Reports (i) at the time filed, complied in all material respects with the applicable requirements of the Securities Laws and other applicable Laws and (ii) did not, at the time they were filed (or, if amended or superseded by a filing prior to the date of this Agreement, then on the date of such amended or subsequent filing or, in the case of registration statements, at the effective date thereof) contain any untrue statement of a material fact or omit to state a material fact required to be stated in such Buyer CBAC Exchange Act Reports or necessary in order to make the statements in such Buyer CBAC Exchange Act Reports, in light of the circumstances under which they were made, not misleading. Except as would not be reasonably likely to have a Buyer Material Adverse Effect, each Each offering or sale of securities by Buyer CBAC (i) was either registered under the Securities Act or made pursuant to a valid exemption from registration, (ii) complied in all material respects with the applicable requirements of the Securities Laws and other applicable Laws, except for immaterial late “blue sky” filings, including disclosure and broker/dealer registration requirements, and (iii) was made pursuant to offering documents that which did not, at the time of the offering (or or, in the case of registration statements, at the effective date thereof) contain any untrue statement of a material fact or omit to state a material fact required to be stated in the offering documents or necessary in order to make the statements in such documents not misleading. BuyerCBAC has delivered or made available to BOE all comment letters received by CBAC from the staffs of the SEC and all responses to such comment letters by or on behalf of CBAC with respect to all filings under the Securities Laws. CBAC’s principal executive officer officers and principal financial officer officers (and BuyerCBAC’s former principal executive officers and principal financial officers, as applicable) have made the certifications required by Sections Section 302 and 906 of the SxxxxxxxXxxxxxxx-Xxxxx Act and the rules and regulations of the Exchange Act thereunder with respect to the Buyer CBAC’s Exchange Act Reports Documents to the extent such rules or regulations applied at the time of the filing. For purposes of the preceding sentence, “principal executive officer” and “principal financial officer” have the meanings given to such terms in the Sarbanes—Oxley Act. Such certifications are included as exhibits contain no qualifications or exceptions to the applicable Buyer Exchange Act Reports matters certified therein and have not been modified or withdrawn; and neither Buyer CBAC nor any of its officers has received notice from any Regulatory Authority questioning or challenging the accuracy, completeness, content, form, form or manner of filing or submission submissions of such certificationscertification.