Common use of Public Filings Clause in Contracts

Public Filings. The Registration Statement (and any further documents to be filed with the Commission in connection with the offering) contains all exhibits and schedules as required by the Securities Act. Each of the Registration Statement and any post-effective amendment thereto, if any, at the time it became effective, complied in all material respects with the Securities Act and the applicable rules and regulations under the Securities Act and did not and, as amended or supplemented, if applicable, will not, contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading. The Prospectus complies in all material respects with the Securities Act and the applicable rules and regulations. The Prospectus, as amended or supplemented, did not and will not contain as of the date thereof any untrue statement of a material fact or omit to state a material fact necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading. The SEC Reports, when they respectively were filed with the Commission, conformed in all material respects to the requirements of the Securities Act and the Exchange Act, as applicable, and the applicable rules and regulations, and none of such documents, when they respectively were filed with the Commission, contained any untrue statement of a material fact or omitted to state a material fact necessary to make the statements therein (with respect to the SEC Reports incorporated by reference in the Prospectus), in light of the circumstances under which they were made not misleading; and any further documents so filed and incorporated by reference in the Prospectus when such documents are filed with the Commission, will conform in all material respects to the requirements of the Exchange Act and the applicable rules and regulations, as applicable, and will not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements therein, in light of the circumstances under which they were made not misleading. No post-effective amendment to the Registration Statement reflecting any facts or events arising after the date thereof which represent, individually or in the aggregate, a fundamental change in the information set forth therein is required to be filed with the Commission. There are no documents required to be filed with the Commission in connection with the transaction contemplated hereby that (A) have not been filed as required pursuant to the Securities Act or (B) will not be filed within the requisite time period. There are no contracts or other documents required to be described in the Prospectus, or to be filed as exhibits or schedules to the Registration Statement, which have not been described or filed as required.

Public Filings. The Registration Statement (and any further documents to be filed with the Commission in connection with the offeringOffering) contains all exhibits and schedules as required by the Securities Act. Each of the Registration Statement and any post-effective amendment thereto, if any, at the time it became effective, complied in all material respects with the Securities Act and the applicable rules and regulations under the Securities Act and did not and, as amended or supplemented, if applicable, will not, contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading. The Prospectus complies in all material respects with the Securities Act and the applicable rules and regulations. The Prospectus, as amended or supplemented, did not and will not contain as of the date thereof any untrue statement of a material fact or omit to state a material fact necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading. The SEC Reports, when they respectively were filed with the Commission, conformed in all material respects to the requirements of the Securities Act and the Exchange Act, as applicable, and the applicable rules and regulations, and none of such documents, when they respectively were filed with the Commission, contained any untrue statement of a material fact or omitted to state a material fact necessary to make the statements therein (with respect to the SEC Reports incorporated by reference in the Prospectus), in light of the circumstances under which they were made not misleading; and any further documents so filed and incorporated by reference in the Prospectus when such documents are filed with the Commission, will conform in all material respects to the requirements of the Exchange Act and the applicable rules and regulations, as applicable, and will not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements therein, in light of the circumstances under which they were made not misleading. No post-effective amendment to the Registration Statement reflecting any facts or events arising after the date thereof which represent, individually or in the aggregate, a fundamental change in the information set forth therein is required to be filed with the Commission. There are no documents required to be filed with the Commission in connection with the transaction contemplated hereby that (A) have not been filed as required pursuant to the Securities Act or (B) will not be filed within the requisite time period. There are no contracts or other documents required to be described in the Prospectus, or to be filed as exhibits or schedules to the Registration Statement, which have not been described or filed as required.

Public Filings. The Registration Statement (During the Interim Period, SPAC will keep current and any further timely file all of the forms, reports, schedules, statements and other documents required to be filed or furnished with the Commission in connection with the offering) contains SEC, including all exhibits necessary amendments and schedules as required by the Securities Act. Each of the Registration Statement and any post-effective amendment supplements thereto, if any, at the time it became effective, complied and otherwise comply in all material respects with its reporting obligations under applicable Laws (the “Additional SEC Reports”). All such Additional SEC Reports (including any financial statements or schedules included therein) (i) shall be prepared in all material respects in accordance with either the requirements of the Securities Act, the Exchange Act and the applicable Sxxxxxxx-Xxxxx Act, as the case may be, and the rules and regulations under promulgated thereunder, and (ii) assuming the Securities Act truth and did not andcompleteness of any information provided to SPAC by or on behalf of the Target Companies or any of their respective Subsidiaries, at the time they are filed, or, if amended, as amended or supplemented, if applicable, will notof the date of such amendment, contain any untrue statement misstatement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading. The Prospectus complies in all material respects with the Securities Act and the applicable rules and regulations. The Prospectus, as amended or supplemented, did not and will not contain as of the date thereof any untrue statement of a material fact or omit to state a material fact necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading. The SEC Reports, when they respectively were filed with the Commission, conformed in all material respects to the requirements of the Securities Act and the Exchange Act, as applicable, and the applicable rules and regulations, and none of such documents, when they respectively were filed with the Commission, contained any untrue statement of a material fact or omitted to state a material fact necessary to make the statements therein (with respect to the SEC Reports incorporated by reference in the Prospectus), in light of the circumstances under which they were made not misleading; and any further documents so filed and incorporated by reference in the Prospectus when such documents are filed with the Commission, will conform in all material respects to the requirements of the Exchange Act and the applicable rules and regulations, as applicable, and will not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements therein, in light of the circumstances under which they were made are made, not misleading. No post-effective amendment As used in this Section 8.14, the term “file” shall be broadly construed to include any manner in which a document or information is furnished, supplied or otherwise made available to the Registration Statement reflecting SEC or the NYSE. Any Additional SEC Reports which discuss or refer to this Agreement or the Transactions, the contents of which are inconsistent with that of, or otherwise not disclosed in, any facts prior or events arising after contemporaneous press release or public announcement by the date thereof Target Companies or SPAC (or any of their respective Affiliates) in compliance with this Agreement (other than any current report on Form 8-K, with respect to which representthe proviso in this sentence shall apply and no consent shall be required) shall be subject to the prior review and approval of the Target Companies (which approval shall not to be unreasonably withheld, individually delayed or conditioned); provided, that in the aggregate, case of a fundamental change in the information set forth therein is current report required to be filed by SPAC or an Affiliate thereof on Form 8-K, SPAC shall, prior to the filing of any such current report on Form 8-K, consult with the Commission. There are no documents required to be filed with the Commission in connection with the transaction contemplated hereby that (A) have not been filed Target Companies as required pursuant to the Securities Act or (B) will not be filed within the requisite time period. There are no contracts or other documents required to be described in the Prospectus, or to be filed as exhibits or schedules to the Registration Statement, which have not been described or filed as required.timing and contents of such current report on Form 8-K.

Public Filings. The Registration Statement (a) CSG has filed with the Securities and any further Exchange Commission (the "SEC") all forms, reports, schedules, statements, exhibits and other documents required to be filed with under the Commission in connection with Exchange Act of 1934, as amended (the offering) contains all exhibits and schedules as required by "Exchange Act"), or the Securities Act, (collectively, the "SEC Documents"). Each As of its filing date or, if amended, as of the Registration Statement and any post-effective amendment theretodate of the last such amendment, if anyeach SEC Document, at to the time extent that it became effectiverelates to the Companies, Subsidiaries or the Business, fully complied in all material respects with the applicable requirements of the Exchange Act and the Securities Act Act, as the case may be, and the applicable rules and regulations under of the Securities SEC thereunder. As of its filing date, or, if amended, as of the date of the last such amendment, each SEC Document filed pursuant to the Exchange Act and did not and, as amended or supplemented, if applicable, will not, contain any untrue statement of a material fact or omit to state a any material fact required with respect to be stated therein the Companies, Subsidiaries or necessary to make the statements therein not misleading. The Prospectus complies in all material respects with the Securities Act and the applicable rules and regulations. The Prospectus, as amended or supplemented, did not and will not contain as of the date thereof any untrue statement of a material fact or omit to state a material fact Business necessary in order to make the statements made therein, in light of the circumstances under which they were made, not misleading. The SEC ReportsNone of the Companies or Subsidiaries is or has been required to file any forms, when they respectively were filed reports or other documents with the CommissionSEC. All of the audited consolidated financial statements and unaudited consolidated interim financial statements included in the SEC Documents, conformed to the extent that they relate to the Companies, Subsidiaries or the Business (i) have been prepared from, are in accordance with and accurately reflect the books and records of CSG and its consolidated subsidiaries, (ii) fully comply with the applicable accounting requirements and with the published rules and regulations of the SEC with respect thereto (including Regulation S-X), (iii) were prepared in accordance with GAAP applied on a consistent basis during the periods involved (except as may be indicated in the notes thereto and except, in the case of the unaudited interim statements, as may be permitted under the Exchange Act with respect to Quarterly Reports on Form 10-Q, and (iv) fairly present, in all material respects respects, the consolidated financial position and the consolidated results of operations and cash flows (subject, in the case of unaudited interim financial statements, to normal year end adjustments) of CSG and its consolidated subsidiaries as of the dates and for the periods referred to therein. The reports of CSG's independent auditors regarding CSG's consolidated financial statements in the SEC filings, to the requirements of extent they relate to the Securities Act and Companies, Subsidiaries or the Exchange ActBusiness, as applicablehave not been withdrawn, and the applicable rules and regulationssupplemented or modified, and none of CSG or any of its subsidiaries has received any communication from its independent auditors concerning any such documentswithdrawal, when they respectively were filed with supplement or modification. CSG has provided to Purchaser copies of all issued auditors' reports, letters to management regarding accounting practices and systems of internal controls, and all responses to such letters from management, in each case to the Commissionextent relating to the Companies, contained the Subsidiaries or the Business, whether the same are issued to CSG or any untrue statement of a material fact or omitted to state a material fact necessary to make its subsidiaries. (b) CSG has established and maintains disclosure controls and procedures (as such term is defined in Rule 13a-15 under the statements therein (Exchange Act) with respect to the SEC Reports incorporated Companies, Subsidiaries and the Business; such disclosure controls and procedures are designed to ensure that material information relating to the Companies, Subsidiaries and the Business is made known to CSG's principal executive officer and its principal financial officer by reference in others within those entities; and, to the Prospectus), in light Knowledge of the circumstances Sellers, such disclosure controls and procedures are effective in timely alerting CSG's principal executive officer and its principal financial officer to material information required under which they were made not misleading; and any further documents so filed and incorporated by reference in the Prospectus when such documents are filed with the Commission, will conform in all material respects to the requirements of the Exchange Act to be included in CSG's periodic reports with respect to the Companies, the Subsidiaries and the applicable rules and regulations, as applicable, and will not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements therein, in light of the circumstances under which they were made not misleading. No post-effective amendment to the Registration Statement reflecting any facts or events arising after the date thereof which represent, individually or in the aggregate, a fundamental change in the information set forth therein is required to be filed with the Commission. There are no documents required to be filed with the Commission in connection with the transaction contemplated hereby that (A) have not been filed as required pursuant to the Securities Act or (B) will not be filed within the requisite time period. There are no contracts or other documents required to be described in the Prospectus, or to be filed as exhibits or schedules to the Registration Statement, which have not been described or filed as requiredBusiness.

Public Filings. (a) The Registration Statement (Seller has filed all documents and any further documents information required to be filed by it under applicable securities laws of the United States, Canada, any other nation, and states, provinces or localities of any of the foregoing, or any rules or regulations promulgated thereunder (collectively, “Securities Laws”) or with the Commission in connection with TSX or NYSE-MKT (all such documents filed prior to the offeringdate hereof, the “Public Disclosure Documents”) contains all exhibits and schedules as required by the Securities Actsince December 1, 2011. Each None of the Registration Statement and any post-effective amendment thereto, if any, at the time it became effective, complied in all material respects with the Securities Act and the applicable rules and regulations under the Securities Act and did not and, as amended or supplemented, if applicable, will not, Public Disclosure Documents contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading. The Prospectus complies in all material respects with the Securities Act and the applicable rules and regulations. The Prospectus, as amended or supplemented, did not and will not contain as of the date thereof any untrue statement of a material fact or omit to state a material fact necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleadingmisleading (collectively a “Misrepresentation”), it being acknowledged that if there is any inconsistency between two or more documents comprising the Public Disclosure Documents regard shall be had to the most recently filed document. The SEC ReportsAll of the Public Disclosure Documents, when they respectively were filed with as of their respective dates (and as of the Commissiondates of any amendments thereto), conformed complied as to both form and content in all material respects to with the requirements of applicable Securities Laws or were amended on a timely basis to correct deficiencies identified by securities commissions or similar securities regulatory authorities. The Seller has not filed any confidential material change report with any securities regulatory authority that at the Securities Act and the Exchange Act, as applicable, and the applicable rules and regulations, and none of such documents, when they respectively were filed with the Commission, contained any untrue statement of a date hereof remains confidential. There is no material fact concerning the Seller which has not been disclosed in the Public Disclosure Documents filed on or omitted to state a before the date hereof. (b) There has not been any reportable event between the Seller and its auditors, (within the meaning of National Instrument 51-102 – Continuous Disclosure Obligations). (c) Except as disclosed in the Public Disclosure Documents there has not been any material fact necessary to make the statements therein (adverse change with respect to the SEC Reports condition (financial or otherwise), prospects, earnings, business or properties of the Seller and the Subsidiary, taken as a whole, whether or not arising from transactions in the ordinary course of business. (d) The Seller and the Subsidiary maintain a system of internal accounting controls sufficient to provide reasonable assurance that (i) transactions are executed in accordance with management's general or specific authorizations; (ii) transactions are recorded as necessary to permit preparation of financial statements in conformity with generally accepted accounting principles in the United States and to maintain asset accountability; (iii) access to assets is permitted only in accordance with management's general or specific authorization; and (iv) the recorded accountability for assets is compared with the existing assets at reasonable intervals and appropriate action is taken with respect to any differences. The Seller believes that its and the Subsidiary's internal controls over financial reporting are effective and the Seller and the Subsidiary are not aware of any material weakness in their internal controls over financial reporting. (e) Since the date of the latest audited consolidated financial statements included or incorporated by reference in the Prospectus)Public Disclosure Documents, in light of the circumstances under which they were made not misleading; and any further documents so filed and incorporated by reference there has been no change in the Prospectus when Seller's internal control over financial reporting that has materially affected, or is reasonably likely to materially affect, the Seller's internal control over financial reporting. (f) The Seller and the Subsidiary maintain “disclosure controls and procedures” (as such documents are filed with the Commission, will conform term is defined in all material respects to the requirements of Rule 13a-15(e) under the Exchange Act and the applicable rules under Canadian Securities Laws); such disclosure controls and regulations, as applicable, and will not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements therein, in light of the circumstances under which they were made not misleading. No post-effective amendment to the Registration Statement reflecting any facts or events arising after the date thereof which represent, individually or in the aggregate, a fundamental change in the information set forth therein is required to be filed with the Commission. There procedures are no documents required to be filed with the Commission in connection with the transaction contemplated hereby that (A) have not been filed as required pursuant to the Securities Act or (B) will not be filed within the requisite time period. There are no contracts or other documents required to be described in the Prospectus, or to be filed as exhibits or schedules to the Registration Statement, which have not been described or filed as requiredeffective.

Public Filings. The Registration Statement (a) Purchaser has filed all forms, reports and any further documents required to be filed by Purchaser with the Commission SEC since July 31, 1997 and has made available to Purchaser such forms, reports and documents in connection the form filed with the offeringSEC. All such required forms, reports and documents (including those that Purchaser may file subsequent to the date of this Agreement) contains all exhibits are referred to herein as the "SEC Reports." As of their respective dates, the SEC Reports (1) were prepared in accordance with, and schedules as required by in compliance with, the requirements of the Securities Act or the Securities Exchange Act of 1934, as amended (the "Exchange Act. Each "), as the case may be, and the rules and regulations of the Registration Statement SEC thereunder applicable to such SEC Reports and any post-effective amendment thereto, if any, (2) did not at the time it became effective, complied in all material respects with the Securities Act and the applicable rules and regulations under the Securities Act and did not and, as they were filed (or if amended or supplementedsuperseded by a filing prior to the date of this Agreement, if applicable, will not, 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 to make the statements therein not misleading. The Prospectus complies in all material respects with the Securities Act and the applicable rules and regulations. The Prospectus, as amended or supplemented, did not and will not contain as of the date thereof any untrue statement of a material fact or omit to state a material fact necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading. The SEC ReportsNone of Purchaser's subsidiaries is required to file any forms, when they respectively were filed reports or other documents with the CommissionSEC. (b) Each of the consolidated financial statements (including, conformed in each case, any related notes thereto) contained in the SEC Reports (the "Purchaser Financials"), including any SEC Reports filed after the date hereof until the Closing, (1) complied as to form in all material respects to with the requirements published rules and regulations of the Securities Act and the Exchange Act, as applicable, and the applicable rules and regulations, and none of such documents, when they respectively were filed with the Commission, contained any untrue statement of a material fact or omitted to state a material fact necessary to make the statements therein (SEC with respect to thereto, (2) was prepared in accordance with GAAP applied on a consistent basis throughout the SEC Reports incorporated by reference in the Prospectus), in light of the circumstances under which they were made not misleading; periods involved and any further documents so filed and incorporated by reference in the Prospectus when such documents are filed with the Commission, will conform (3) present fairly in all material respects to the requirements consolidated financial position of Purchaser as of the Exchange Act dates thereof and the applicable rules consolidated results of its operations and regulationscash flows for the periods then ended, as applicableexcept that the unaudited financial statements were prepared on an interim basis, are subject to normal year-end adjustments and will do not contain any untrue statement of a material fact or omit to state a material fact necessary to make all the statements therein, in light of the circumstances under which they were made not misleading. No post-effective amendment to the Registration Statement reflecting any facts or events arising after the date thereof which represent, individually or in the aggregate, a fundamental change in the information set forth therein is footnote disclosures required to be filed with the Commission. There are no documents required to be filed with the Commission in connection with the transaction contemplated hereby that (A) have not been filed as required pursuant to the Securities Act or (B) will not be filed within the requisite time period. There are no contracts or other documents required to be described in the Prospectus, or to be filed as exhibits or schedules to the Registration Statement, which have not been described or filed as requiredby GAAP.