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

Parent SEC Documents; Financial Statements. (a) Parent and its predecessors have filed on a timely basis all forms, reports and documents required to be filed with the SEC since January 1, 1998 (all forms, reports and documents filed by Parent and its predecessors with the SEC since January 1, 1998, in each case including all exhibits and schedules thereto and documents incorporated by reference therein, such documents together with any documents filed during such period by Parent with the SEC on a voluntary basis on Current Reports on Form 8K are referred to herein as the "Parent SEC Documents"). The Parent SEC Documents (i) complied as to form in all material respects with the requirements of the Securities Act or the Exchange Act, as the case may be, and the rules and regulations thereunder, each as in effect on the date so filed or amended, and (ii) did not at the time they were filed (or if amended or superseded by a filing, which filing must have occurred prior to the date of this Agreement for the Parent SEC Documents otherwise filed prior to the date of this Agreement, then on the date of such filing) 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, in the light of the circumstances under which they were made, not misleading.

Appears in 3 contracts

Samples: Agreement and Plan of Merger (Axys Pharmaceuticals Inc), Agreement and Plan of Merger (Axys Pharmaceuticals Inc), Agreement and Plan of Merger (Applera Corp)

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Parent SEC Documents; Financial Statements. (a) Parent and its predecessors have has filed on a timely basis all reports, schedules, forms, reports statements and other documents with the SEC required to be filed with the SEC by Parent since January 1, 1998 2022 (all forms, reports and documents filed by Parent and its predecessors with the SEC since January 1, 1998, in each case including all exhibits and schedules thereto and documents incorporated by reference therein, such documents together with any documents filed during such period by Parent with the SEC on a voluntary basis on Current Reports on Form 8K are referred to herein as the "Parent SEC Documents"). The As of their respective dates of filing, or, in the case of Parent SEC Documents (i) that are registration statements filed pursuant to the requirements of the Securities Act, their respective effective dates, and if amended or superseded prior to the date of this Agreement, then as of the date of such later filing, the Parent SEC Documents complied as to form in all material respects with the applicable requirements of the Securities Act Act, or the Exchange Act, as the case may be, and the rules and regulations thereunderof the SEC promulgated thereunder applicable thereto, each as in effect on the date so that such Company SEC Report was filed or amended, and (ii) did not at the time they were filed (or if amended or superseded by a filing, which filing must have occurred prior to the date of this Agreement for the furnished. The Parent SEC Documents otherwise filed prior to the date of this Agreement, then on the date 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, in the light of the circumstances under which they were made, not misleading. To the knowledge of Parent, as of the date of this Agreement, there are no outstanding or unresolved comments received from the SEC with respect to any of the Parent SEC Documents and none of the Parent SEC Documents is the subject of any ongoing review by the SEC.

Appears in 2 contracts

Samples: Agreement and Plan of Merger (Infinera Corp), Agreement and Plan of Merger (Nokia Corp)

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Parent SEC Documents; Financial Statements. (a) Since December 31, 2021, Parent and its predecessors have has filed or furnished with the SEC, on a timely basis basis, all forms, reports reports, certifications, schedules, statements and documents required to be filed with or furnished under the SEC since January 1Securities Act or the Exchange Act, 1998 respectively, (all such forms, reports reports, certifications, schedules, statements and documents filed by Parent and its predecessors with documents, collectively, the SEC since January 1, 1998, in each case including all exhibits and schedules thereto and documents incorporated by reference therein, such documents together with any documents filed during such period by Parent with the SEC on a voluntary basis on Current Reports on Form 8K are referred to herein as the "Parent SEC Documents"). The As of their respective dates, each of the Parent SEC Documents (i) complied Documents, as amended, complied, or if not yet filed or furnished, will comply as to form in all material respects with the applicable requirements of the Securities Act or Act, the Exchange Act and the Sxxxxxxx-Xxxxx Act, as the case may be, and the rules and regulations thereunder, each as in effect on of the date so filed or amendedSEC thereunder applicable to such Parent SEC Documents, and (ii) did not at the time they were filed (or if amended or superseded by a filing, which filing must have occurred prior to the date none of this Agreement for the Parent SEC Documents otherwise contained, when filed or, if amended prior to the date of this Agreement, then on as of the date of such filing) amendment with respect to those disclosures that are amended, or if filed with or furnished to the SEC subsequent to the date of this Agreement, will contain any untrue statement of a material fact or omit 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. No Subsidiary of Parent is subject to periodic reporting requirements of the Exchange Act other than as part of Parent’s consolidated group or required to file any form, report or other document with the SEC, NASDAQ, any other stock exchange or comparable Governmental Entity other than routine and ordinary filings (such as filings regarding ownership holdings or transfers).

Appears in 1 contract

Samples: Agreement and Plan of Merger (Southwestern Energy Co)

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