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

Financial Statements; Partnership SEC Reports. The Partnership has timely made all filings required to be made under the Securities Act, and the Securities Exchange Act of 1934, as amended (the “Exchange Act”), since the Lehigh IPO (such documents, including exhibits and other information incorporated therein, collectively, the “Partnership SEC Reports”). Since the Lehigh IPO, (a) all Partnership SEC Reports filed by the Partnership, at the time filed (in the case of documents filed pursuant to the Exchange Act) or when declared effective by the Securities and Exchange Commission (the “SEC”) (in the case of registration statements filed under the Securities Act) complied as to form in all material respects with the applicable requirements of the Securities Act and the Exchange Act and the rules and regulations of the SEC thereunder, (b) no such Partnership SEC Report, at the time described above, contained any untrue statement of a material fact or omitted to state any material fact required to be stated therein in order to make the statements contained therein, in the light of the circumstances under which they were made, not misleading, and (c) all financial statements contained or incorporated by reference in such Partnership SEC Reports complied as to form when filed in all material respects with the rules and regulations of the SEC with respect thereto, were prepared in accordance with GAAP applied on a consistent basis throughout the periods involved (except as may be indicated in the notes thereto) and fairly present in all material respects the financial condition of the Partnership and its consolidated subsidiaries at and as of the respective dates thereof and the consolidated results of operations and changes in cash flows for the periods indicated (subject, in the case of unaudited financial statements, to normal year-end audit adjustments consistent with prior periods). No Subsidiary of the Partnership is required to file periodic reports with the SEC, either pursuant to the requirements of the Exchange Act or by contract.

Appears in 3 contracts

Samples: Gp Purchase Agreement, Gp Purchase Agreement (CrossAmerica Partners LP), Gp Purchase Agreement (CST Brands, Inc.)

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Financial Statements; Partnership SEC Reports. The Partnership has timely made all filings required to be made under the Securities Act of 1933, as amended (the “Securities Act”), and the Securities Exchange Act of 1934, as amended (the “Exchange Act”)) since January 1, since the Lehigh IPO 2010 (such documents, including exhibits and other information incorporated therein, collectively, the “Partnership SEC Reports”). Since the Lehigh IPOJanuary 1, 2010, (a) all Partnership SEC Reports filed by the Partnership, at the time filed (in the case of documents filed pursuant to the Exchange Act) or when declared effective by the Securities and Exchange Commission (the “SEC”) (in the case of registration statements filed under the Securities Act) complied as to form in all material respects with the applicable requirements of the Securities Act and the Exchange Act and the rules and regulations of the SEC thereunder, (b) no such Partnership SEC Report, at the time described above, contained any untrue statement of a material fact or omitted to state any material fact required to be stated therein in order to make the statements contained therein, in the light of the circumstances under which they were made, not misleading, and (c) all financial statements contained or incorporated by reference in such Partnership SEC Reports complied as to form when filed in all material respects with the rules and regulations of the SEC with respect thereto, were prepared in accordance with GAAP applied on a consistent basis throughout the periods involved (except as may be indicated in the notes thereto) and fairly present in all material respects the financial condition of the Partnership and its consolidated subsidiaries at and as of the respective dates thereof and the consolidated results of operations and changes in cash flows for the periods indicated (subject, in the case of unaudited financial statements, to normal year-end audit adjustments consistent with prior periods). The Partnership SEC Reports included all certifications required to be included therein pursuant to Section 13a-14(a) and Section 13a-14(b) of the Exchange Act and the statements made by such certifications are true and correct. No Subsidiary of the Partnership is required to file periodic reports with the SEC, either pursuant to the requirements of the Exchange Act or by contract.

Appears in 1 contract

Samples: Purchase Agreement (Denbury Resources Inc)

Financial Statements; Partnership SEC Reports. The Partnership has timely made all filings required to be made under the Securities Act of 1933, as amended (the “Securities Act”), and the Securities Exchange Act of 1934, as amended (the “Exchange Act”)) since January 1, since the Lehigh IPO 2010 (such documents, including exhibits and other information incorporated therein, collectively, the “Partnership SEC Reports”). Since the Lehigh IPOJanuary 1, 2010, (a) all Partnership SEC Reports filed by the Partnership, at the time filed (in the case of documents filed pursuant to the Exchange Act) or when declared effective by the Securities and Exchange Commission (the “SEC”) (in the case of registration statements filed under the Securities Act) complied as to form in all material respects with the applicable requirements of the Securities Act and the Exchange Act and the rules and regulations of the SEC thereunder, (b) Section 3.7 no such Partnership SEC Report, at the time described above, contained any untrue statement of a material fact or omitted to state any material fact required to be stated therein in order to make the statements contained therein, in the light of the circumstances under which they were made, not misleading, and (c) Section 3.8 all financial statements contained or incorporated by reference in such Partnership SEC Reports complied as to form when filed in all material respects with the rules and regulations of the SEC with respect thereto, were prepared in accordance with GAAP applied on a consistent basis throughout the periods involved (except as may be indicated in the notes thereto) and fairly present in all material respects the financial condition of the Partnership and its consolidated subsidiaries at and as of the respective dates thereof and the consolidated results of operations and changes in cash flows for the periods indicated (subject, in the case of unaudited financial statements, to normal year-end audit adjustments consistent with prior periods). The Partnership SEC Reports included all certifications required to be included therein pursuant to Section 13a-14(a) and Section 13a-14(b) of the Exchange Act and the statements made by such certifications are true and correct. No Subsidiary of the Partnership is required to file periodic reports with the SEC, either pursuant to the requirements of the Exchange Act or by contract.

Appears in 1 contract

Samples: Purchase Agreement (Vanguard Natural Resources, LLC)

Financial Statements; Partnership SEC Reports. The Partnership has timely made all filings with the Securities and Exchange Commission (the “SEC”) required to be made by it under the Securities Act, and the Securities Exchange Act of 1934, as amended (the “Exchange Act”), since or the Lehigh IPO the Securities Act of 1933, as amended (the “Securities Act”) (such documents, including exhibits and other information incorporated therein, collectively, the “Partnership SEC Reports”). Since the Lehigh IPO, (a) all All Partnership SEC Reports filed by the Partnership, at the time filed with the SEC (in the case of documents filed pursuant to the Exchange Act) or when declared effective by the Securities and Exchange Commission (the “SEC”) SEC (in the case of registration statements filed under the Securities Act) complied as to form in all material respects with the applicable requirements of the Exchange Act or the Securities Act and the Exchange Act and the rules and regulations of the SEC thereunder, (b) no such . No Partnership SEC Report, Reports at the time described above, above 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 contained therein, in the light of the circumstances under which they were made, not misleading, and (c) all . All financial statements contained or incorporated by reference in such Partnership SEC Reports complied as to form when filed in all material respects with the rules and regulations of the SEC with respect thereto, and were prepared in accordance with GAAP applied on a consistent basis throughout the periods involved (except as may be indicated in the notes thereto) and fairly present in all material respects the financial condition of the Partnership and its consolidated subsidiaries Subsidiaries at and as of the respective dates thereof and the consolidated results of operations and changes in cash flows for the periods indicated (subject, in the case of unaudited financial statements, to normal year-end audit adjustments consistent that are not individually or in the aggregate material). As of the date hereof, there are no outstanding or unresolved comments received from the SEC with prior periods)respect to any of the Partnership SEC Reports. No Subsidiary of the Partnership is required to file periodic reports with the SEC, either pursuant to the requirements of the Exchange Act or by contractContract.

Appears in 1 contract

Samples: Purchase Agreement (Western Refining, Inc.)

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Financial Statements; Partnership SEC Reports. The Partnership has timely made all filings with the Securities and Exchange Commission (the “SEC”) required to be made by it under the Securities Act, and the Securities Exchange Act of 1934, as amended (the “Exchange Act”), since or the Lehigh IPO Securities Act of 1933, as amended (the “Securities Act”) (such documents, including exhibits and other information incorporated therein, collectively, the “Partnership SEC Reports”). Since the Lehigh IPO, (a) all All Partnership SEC Reports filed by the Partnership, at the time filed with the SEC or, if amended, as of the date of the last such amendment (in the case of documents filed pursuant to the Exchange Act) or when declared effective by the Securities and Exchange Commission (the “SEC”) SEC (in the case of registration statements filed under the Securities Act) complied as to form in all material respects with the applicable requirements of the Exchange Act or the Securities Act and the Exchange Act and the rules and regulations of the SEC thereunder, (b) no such . No Partnership SEC Report, Reports at the time described above, above 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 contained therein, in the light of the circumstances under which they were made, not misleading, and (c) all . All financial statements contained or incorporated by reference in such Partnership SEC Reports complied as to form when filed in all material respects with the rules and regulations of the SEC with respect thereto, and were prepared in accordance with GAAP applied on a consistent basis throughout the periods involved (except as may be indicated in the notes thereto) and fairly present in all material respects the financial condition of the Partnership and its consolidated subsidiaries Subsidiaries at and as of the respective dates thereof and the consolidated results of operations and changes in cash flows for the periods indicated (subject, in the case of unaudited financial statements, to normal year-end audit adjustments consistent that are not individually or in the aggregate material). The books and records of the Partnership Entities have been and are being maintained in all material respects in accordance with prior periodsGAAP. As of the date hereof, there are no outstanding or unresolved comments received from the SEC with respect to any of the Partnership SEC Reports. None of the General Partner nor the Partnership Entities has or is subject to any “off-balance sheet arrangement” (as defined in Item 303(a)(4)(ii) of Regulation S-K promulgated under the Securities Act), where the result, purpose or intended effect of such arrangement is to avoid disclosure of any transaction involving, or Liabilities of, the Partnership or any of its Subsidiaries in the Partnership’s published financial statements or other Partnership SEC Reports. No Subsidiary of the Partnership is required to file periodic reports with the SEC, either pursuant to the requirements of the Exchange Act or by contractContract.

Appears in 1 contract

Samples: Purchase Agreement (Noble Energy Inc)

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