Purchaser SEC Documents. Purchaser has timely filed with the Securities and Exchange Commission (the "Commission") all forms, reports, schedules, statements and other documents required to be filed by it since January 1, 1996 under the Exchange Act or the Securities Act (such documents, as supplemented and amended since the time of filing, collectively, the "Purchaser SEC Documents"). The Purchaser SEC Documents, including, without limitation, any financial statements or schedules included therein, at the time filed (and, in the case of registration statements and proxy statements, on the dates of effectiveness and the dates of mailing, respectively and, in the case of any Purchaser SEC Document amended or superseded by a filing prior to the date of this Agreement, then on the date of such amending or superseding filing)
(a) 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 light of the circumstances under which they were made, not misleading, and (b) complied in all material respects with the applicable requirements of the Securities Exchange Act of 1934 (together with the rules and regulations thereunder, the "Exchange Act") and the Securities Act, as the case may be. The financial statements of Purchaser included in the Purchaser SEC Documents at the time filed (and, in the case of registration statements and proxy statements, on the dates of effectiveness and the dates of mailing, respectively, and, in the case of any Purchaser SEC Document amended or superseded by a filing prior to the date of this Agreement, then on the date of such amending or superseding filing) complied as to form in all material respects with applicable accounting requirements and with the published rules and regulations of the Commission with respect thereto, were prepared in accordance with generally accepted accounting principles applied on a consistent basis during the periods involved (except as may be indicated in the notes thereto or, in the case of unaudited statements, as permitted by Form 10-Q of the Commission), and fairly present (subject, in the case of unaudited statements, to normal, recurring audit adjustments) the consolidated financial position of Purchaser and its consolidated subsidiaries as at the dates thereof and the consolidated results of their operations and cash flows for the periods then ended. No subsidiary of Purchaser is subject to the periodic repor...
Purchaser SEC Documents. (a) Since December 31, 2005, the Purchaser has filed or furnished all forms, reports, documents and other materials required to be filed by it with the SEC. As of the respective dates, or, if amended, as of the date of the last such amendment, the Purchaser SEC Documents, including any financial statements or schedules included therein, (i) were prepared in all material respects in accordance with either the requirements of the Securities Act or the Exchange Act, as the case may be, and the rules and regulations promulgated thereunder, and (ii) did not, at the time they were filed, or, if amended, as of the date of such amendment, 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 made therein, in the light of the circumstances under which they were made, not misleading.
Purchaser SEC Documents. As of their respective dates, or if replaced, supplemented, modified or amended since the time of filing, as of the date of the most recent replacement, supplement, modification or amendment, all registration statements, prospectuses, reports, forms, statements, schedules, certifications and other documents required to be filed or furnished by Purchaser Parent to the SEC since July 8, 2015 (together with all exhibits and schedules thereto and all information incorporated therein by reference, the “Purchaser SEC Documents”) (i) were prepared in accordance and complied in all material respects with the requirements of the Securities Act, the Securities Exchange Act of 1934, as amended, and the Xxxxxxxx-Xxxxx Act of 2002, as amended, (to the extent then applicable) and (ii) did not at the time each such document was filed, 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 light of the circumstances under which they were made, not misleading.
Purchaser SEC Documents. The Members represents and warrants that it has read the Purchaser SEC Documents, and has been afforded the opportunity to ask the Purchaser any questions which it desires about the Purchaser's business, financial condition, and corporate history prior to the Closing.
Purchaser SEC Documents. (a) Purchaser has timely filed with the U.S. Securities and Exchange Commission ("SEC") all required reports, filings, registration statements and other documents to be filed by it with the SEC since January 1, 2000.
(b) As of its filing date, or as amended or supplemented prior to the date hereof, each Purchaser SEC Document complied as to form in all material respects with the applicable requirements of the Exchange Act and the Securities Act.
(c) No Purchaser SEC Document, as of its filing date, contained any untrue statement of a material fact or omitted to state any material fact necessary in order to make the statements made therein, in the light of the circumstances under which they were made, not misleading.
Purchaser SEC Documents. 12 6.12 Absence of Certain Changes.........................................12
Purchaser SEC Documents. Purchaser is not current with the filing of reports with the SEC pursuant to the Securities Exchange Act of 1934 (the “Exchange Act”) with the last filing being made in December 2008.
Purchaser SEC Documents. The Target and the Target Shareholders have had the ability to review each report, schedule and registration statement filed by the Purchaser with the SEC (collectively, and as such documents have since the time of their filing been amended, the "Purchaser SEC Documents").
Purchaser SEC Documents. Filing Date of Filing
Purchaser SEC Documents. (a) Purchaser’s Registration Statement No. 333-177230 on Form S-1, including all amendments and supplements thereto (the “Purchaser Registration Statement”), complies as to form in all material respects with the applicable requirements of the Securities Act.
(b) Purchaser’s filings with the United States Securities and Exchange Commission (“SEC”) on Forms 8-K, 10-Q and 10-K since December 31, 2012 (the “Purchaser Periodic Reports”) complied as to form in all material respects with the applicable requirements of the Exchange Act and the rules and regulations thereunder applicable to such Purchaser Periodic Reports on the date it was filed with the SEC (or, if amended or superseded by a subsequent filing, as of the date of the last such amendment or superseding filing prior to the date hereof).
(c) None of the Purchaser Registration Statement and the Purchaser Periodic Reports when it was filed with or furnished to the SEC (or, if amended or superseded by a subsequent filing, as of the date of the last such amendment or superseding filing prior to the date hereof) contained any untrue statement of a material fact or 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.