Common use of Purchaser SEC Reports Clause in Contracts

Purchaser SEC Reports. (a) Purchaser has filed with the SEC true and complete copies of all reports, schedules, forms, statements and any definitive proxy or information statements required to be filed by Purchaser pursuant to the Exchange Act since January 1, 2016 (the "SEC Filings"), each of which has complied in all material respects with the Exchange Act and the rules and regulations promulgated thereunder, as in effect on the date so filed, except to the extent updated, amended, restated or corrected by a subsequent SEC Filing filed or furnished to the SEC by Purchaser and in either case, publicly available as of the date hereof or as set forth on Schedule 4.10. None of the SEC Filings (including, any financial statements or schedules included or incorporated by reference therein) contained when filed 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, in light of the circumstances under which they were made, not misleading, except to the extent updated, amended, restated or corrected by a subsequent SEC Filing.Except to the extent updated, amended, restated or corrected by a subsequent SEC Filing filed on or prior to the date hereof, all of Purchaser's financial statements included in the SEC Filings, in each case, including any related notes thereto, as filed with the SEC (those filed with the SEC are collectively referred to as the "Purchaser Financial Statements"), have been prepared in accordance with GAAP applied on a consistent basis through the periods involved (except as may be indicated in the notes thereto or, in the case of the unaudited statements, as may be permitted by Form 10-Q of the SEC and subject, in the case of the unaudited statements, to normal, year-end audit adjustments which would not reasonably be expected to be material, individually or in the aggregate). The consolidated balance sheets (including the related notes) included in such Purchaser Financial Statements (if applicable, as updated, amended, restated or corrected in a subsequent SEC Filing) fairly present, in all material respects, the consolidated financial position of Purchaser and its consolidated subsidiaries at the respective dates thereof, and the consolidated statements of operations, stockholders' equity and cash flows (in each case, including the related notes) included in such Purchaser Financial Statements (if applicable, as updated, amended, restated or corrected in a subsequent SEC Filing) fairly present, in all material respects, the consolidated statements of operations, stockholders' equity and cash flows of Purchaser and its consolidated subsidiaries for the periods indicated, subject, in the case of the unaudited statements, to normal, year-end audit adjustments which could not reasonably be expected to be material, individually or in the aggregate.

Purchaser SEC Reports. (a) The Purchaser has timely filed with the SEC true and complete copies of all reports, schedules, forms, statements and any definitive proxy or information statements other documents with the SEC required to be filed by the Purchaser pursuant to the Exchange Act since January 1, 2016 (collectively and together with all documents filed or furnished on a voluntary basis with the "SEC Filings"and all documents filed with the SEC after the date hereof, and in each case including all exhibits and schedules thereto and documents incorporated by reference therein, the “SEC Reports”; provided, that SEC Reports shall not include any registration statement which was not declared effective by the SEC or that did not become effective automatically upon filing (including any prospectus forming a part thereof)). As of their respective dates of filing, each or, if amended or superseded by a filing prior to the date of which has this Agreement, on the date of such amended or superseded filing, or, in the case of a registration statement under the Securities Act, as of the date such registration statement is declared effective by the SEC, or, if amended, as of the date of the last amendment prior to the date hereof, the SEC Reports complied as to form in all material respects with the requirements of the Securities Act, the Exchange Act or the Xxxxxxxx-Xxxxx Act of 2002 (the “Xxxxxxxx-Xxxxx Act”), as the case may be, and the rules and regulations promulgated thereunder, as in effect on the date so filed, except to the extent updated, amended, restated or corrected by a subsequent SEC Filing filed or furnished to of the SEC by Purchaser and in either case, publicly available as promulgated thereunder applicable thereto. None of the date hereof Purchaser’s Subsidiaries is required to file any forms, reports or as set forth on Schedule 4.10other documents with the SEC. None of the SEC Filings (includingReports, including any financial statements or schedules included or incorporated by reference therein, at the time filed or transmitted (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 when filed 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 light of the circumstances under which they were made, not misleading. Since January 1, 2016, no executive officer of the Purchaser has failed to make the certifications required of him or her under Section 302 or 906 of the Xxxxxxxx-Xxxxx Act with respect to any SEC Report (except to as disclosed in certifications filed with the extent updatedSEC Reports). Since January 1, amended, restated or corrected by a subsequent SEC Filing.Except to the extent updated, amended, restated or corrected by a subsequent SEC Filing filed on or prior to 2016 through the date hereof, neither the Purchaser nor any of its executive officers has received notice from any Governmental Entity challenging or questioning the accuracy, completeness, form or manner of filing of such certifications. The Purchaser is in compliance in all material respects with all listing and governance requirements of Purchaser's financial statements included the NYSE. As of the date of this Agreement, there are no outstanding or unresolved comments in comment letters received by the Purchaser from the SEC Filingsor its staff and, in each caseto the Purchaser’s knowledge, including any related notes thereto, as filed with the SEC (those filed with the SEC are collectively referred to as the "Purchaser Financial Statements"), have been prepared in accordance with GAAP applied on a consistent basis through the periods involved (except as may be indicated in the notes thereto or, in the case of the unaudited statements, as may be permitted by Form 10-Q none of the SEC and subject, in Reports is the case subject of ongoing SEC review. There has been no material correspondence between the unaudited statements, to normal, year-end audit adjustments which would not reasonably be expected to be material, individually or in the aggregate). The consolidated balance sheets (including the related notes) included in such Purchaser Financial Statements (if applicable, as updated, amended, restated or corrected in a subsequent SEC Filing) fairly present, in all material respects, the consolidated financial position of Purchaser and its consolidated subsidiaries at the respective dates thereof, and the consolidated statements of operationsPurchaser since January 1, stockholders' equity 2016 through the date hereof that is not available on the SEC’s Electronic Data Gathering and cash flows (in each case, including the related notes) included in such Purchaser Financial Statements (if applicable, as updated, amended, restated or corrected in a subsequent SEC Filing) fairly present, in all material respects, the consolidated statements of operations, stockholders' equity and cash flows of Purchaser and its consolidated subsidiaries for the periods indicated, subject, in the case of the unaudited statements, to normal, year-end audit adjustments which could not reasonably be expected to be material, individually or in the aggregateRetrieval database.

Purchaser SEC Reports. (a) Purchaser has timely filed with the SEC true and complete copies of or furnished all material forms, reports, schedules, forms, statements and any definitive proxy or information statements other documents required to be filed by Purchaser pursuant it with the U.S. Securities and Exchange Commission (the “SEC”) since the consummation of the initial public offering of Purchaser’s securities, together with any material amendments, restatements or supplements thereto, and all such forms, reports, schedules, statements and other documents required to be filed or furnished under the Securities Act or the Exchange Act since January 1(all such forms, 2016 reports, schedules, statements and other documents filed with the SEC including all financial statements included therein, exhibits and schedules thereto and documents incorporated by reference therein, collectively, the “Purchaser SEC Reports”). Except for any changes (including any required revisions to or restatements of the "Parent Financial Statements (defined below) or the Parent SEC Filings"Reports) to (A) the Parent’s accounting or classification of the outstanding Parent Common Stock as temporary, as opposed to permanent, equity that may be required as a result of statements by the SEC staff or recommendations or requirements of the Parent’s auditors, or (B) the Parents historical or future accounting relating to any other guidance from the SEC staff after the date hereof relating to non-cash accounting matters (clauses (A) and (B) are referred to collectively as the “SEC SPAC Accounting Changes”), (i) as of their respective dates, each of which has the Purchaser SEC Reports complied in all material respects with the Securities Act or the Exchange Act (as the case may be) and all other Applicable Laws, and (ii) none of the rules and regulations promulgated thereunderPurchaser SEC Reports contained, as in effect on the date so filedwhen filed or, except if amended prior to the extent updatedEffective Date, amended, restated or corrected by a subsequent SEC Filing filed or furnished to the SEC by Purchaser and in either case, publicly available as of the date hereof or as set forth on Schedule 4.10. None of the SEC Filings (includingany such amendment, any financial statements or schedules included or incorporated by reference therein) contained when filed any untrue statement of a material fact or omit omitted to state a material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they were made, not misleading, except to the extent updated, amended, restated or corrected by a subsequent SEC Filing.Except to the extent updated, amended, restated or corrected by a subsequent SEC Filing filed on or prior to the date hereof, all of Purchaser's financial statements included in the SEC Filings, in each case, including any related notes thereto, as filed with the SEC (those filed with the SEC are collectively referred to as the "Purchaser Financial Statements"), have been prepared in accordance with GAAP applied on a consistent basis through the periods involved (except as may be indicated in the notes thereto or, in the case of the unaudited statements, as may be permitted by Form 10-Q of the SEC and subject, in the case of the unaudited statements, to normal, year-end audit adjustments which would not reasonably be expected to be material, individually or in the aggregate). The consolidated balance sheets (including the related notes) included in such Purchaser Financial Statements (if applicable, as updated, amended, restated or corrected in a subsequent SEC Filing) fairly present, in all material respects, the consolidated financial position of Purchaser and its consolidated subsidiaries at the respective dates thereof, and the consolidated statements of operations, stockholders' equity and cash flows (in each case, including the related notes) included in such Purchaser Financial Statements (if applicable, as updated, amended, restated or corrected in a subsequent SEC Filing) fairly present, in all material respects, the consolidated statements of operations, stockholders' equity and cash flows of Purchaser and its consolidated subsidiaries for the periods indicated, subject, in the case of the unaudited statements, to normal, year-end audit adjustments which could not reasonably be expected to be material, individually or in the aggregate.

Purchaser SEC Reports. (a) Since January 1, 2019, Purchaser has filed or furnished on a timely basis all registration statements, forms, reports, statements, certifications and other documents (including all exhibits and other information incorporated therein, amendments and supplements thereto) with the SEC true and complete copies of all reports, schedules, forms, statements and any definitive proxy or information statements that have been required to be filed or furnished by Purchaser it pursuant to applicable Laws prior to the Exchange Act since January 1, 2016 date of this Agreement (the "“Purchaser SEC Filings"Reports”). Each Purchaser SEC Report complied, each as of which has complied its filing date, or, if amended or superseded by a subsequent filing made prior to the date of this Agreement, as of the date of the last such amendment or superseding filing prior to the date of this Agreement, in all material respects with the applicable requirements of the Securities Act, the Exchange Act and the Xxxxxxxx-Xxxxx Act, as the case may be, and the applicable rules and regulations promulgated thereunder, each as in effect on the date so that such Purchaser SEC Report was filed. True and complete copies of all Purchaser SEC Reports are publicly available in the Electronic Data Gathering, except Analysis and Retrieval database of the SEC. No Subsidiary of Purchaser is required to file any forms, reports or documents with the extent updatedSEC. As of the time of filing with the SEC (or, amended, restated if amended or corrected superseded by a subsequent SEC Filing filed or furnished filing made prior to the SEC by Purchaser and in either casedate of this Agreement, publicly available as of the date hereof or as set forth on Schedule 4.10. None of the last such amendment or superseding filing prior to the date of this Agreement), none of the Purchaser SEC Filings (includingReports contained, any financial statements or schedules included or incorporated by reference therein) contained when filed filed, any untrue statement of a material fact or omit omitted to state a any material fact required to be stated or incorporated by reference therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading, except to the extent updated, amended, restated that the information in such Purchaser SEC Reports has been amended or corrected superseded by a subsequent later Purchaser SEC Filing.Except to the extent updated, amended, restated or corrected by a subsequent SEC Filing Report filed on or prior to the date hereof, all of Purchaser's financial statements included this Agreement. There are no outstanding or unresolved comments in comment letters received by any Purchaser Entity from the SEC Filings, in each case, including any related notes thereto, as filed with the SEC (those filed with the SEC are collectively referred to as the "Purchaser Financial Statements"), have or its staff. There has been prepared in accordance with GAAP applied on a consistent basis through the periods involved (except as may be indicated in the notes thereto or, in the case of the unaudited statements, as may be permitted by Form 10-Q of no material correspondence between the SEC and subjectPurchaser since January 1, 2019 that is not set forth in the case Purchaser SEC Reports. None of the unaudited statements, to normal, year-end audit adjustments which would not reasonably be expected to be material, individually Purchaser SEC Reports is the subject of ongoing SEC review and there are no inquiries or in inspections by the aggregate)SEC regarding the accounting practices of Purchaser. The consolidated balance sheets (including the related notes) included in such Purchaser Financial Statements (if applicable, as updated, amended, restated or corrected in a subsequent SEC Filing) fairly present, in all material respects, the consolidated financial position No Subsidiary of Purchaser and its consolidated subsidiaries at is subject to the respective dates thereof, and the consolidated statements of operations, stockholders' equity and cash flows (in each case, including the related notes) included in such Purchaser Financial Statements (if applicable, as updated, amended, restated or corrected in a subsequent SEC Filing) fairly present, in all material respects, the consolidated statements of operations, stockholders' equity and cash flows of Purchaser and its consolidated subsidiaries for the periods indicated, subject, in the case periodic reporting requirements of the unaudited statementsExchange Act or is otherwise required to file any periodic forms, to normalreports, year-end audit adjustments which could not reasonably be expected to be materialschedules, individually statements or in other documents with the aggregateSEC.

Purchaser SEC Reports. (a) Purchaser has filed with delivered to the SEC Company true and complete copies of all reportseach Annual Report on Form 10-K, schedulesQuarterly Report on Form 10-Q, formsCurrent Report on Form 8-K, statements Proxy Statement, Schedule 13D filed with respect to Purchaser, Form S-4, and the prospectus included in any definitive proxy or information statements required other registration statement as presently in effect and as last amended, pursuant to be which Purchaser has registered equity securities for sale in underwritten offerings (including any amendments thereto), filed by Purchaser pursuant to with the Exchange Act SEC since January 1, 2016 1993 through the date hereof (collectively, the "Purchaser SEC FilingsReports"). As of the respective dates such Purchaser SEC Reports were filed or, if any such Purchaser SEC Reports were amended, as of the date such amendment was filed, each of which has the Purchaser SEC Reports (i) complied in all material respects with all applicable requirements of the Securities Act and the Exchange Act Act, and the rules and regulations promulgated thereunder, as in effect on the date so filed, except to the extent updated, amended, restated or corrected by a subsequent SEC Filing filed or furnished to the SEC by Purchaser thereunder and in either case, publicly available as of the date hereof or as set forth on Schedule 4.10. None of the SEC Filings (including, any financial statements or schedules included or incorporated by reference thereinii) contained when filed 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, except to . Each of (x) the extent updated, amended, restated or corrected by a subsequent SEC Filing.Except to the extent updated, amended, restated or corrected by a subsequent SEC Filing filed on or prior to the date hereof, all of Purchaser's audited and consolidated financial statements included in the SEC Filings, in each case, of Purchaser (including any related notes theretoand schedules) included (or incorporated by reference) in its Annual Report on Form 10-K for the fiscal year ended December 31, as filed 1995, and (y) the unaudited consolidated interim financial statements of Purchaser (including any related notes and schedules) included (or incorporated by reference) in its Quarterly Report on Form 10-Q for the quarter ended September 30, 1996, fairly present, in conformity with the SEC generally accepted accounting principles (those filed with the SEC are collectively referred to as the "Purchaser Financial StatementsGAAP"), have been prepared in accordance with GAAP ) applied on a consistent basis through the periods involved (except as may be indicated in the notes thereto or, in the case of the unaudited statements, as may be permitted by Form 10-Q of the SEC and subject, in the case of the unaudited statements, to normal, year-end audit adjustments which would not reasonably be expected to be material, individually or in the aggregatethereto). The consolidated balance sheets (including the related notes) included in such Purchaser Financial Statements (if applicable, as updated, amended, restated or corrected in a subsequent SEC Filing) fairly present, in all material respects, the consolidated financial position of Purchaser and its consolidated subsidiaries at the respective Purchaser Subsidiaries as of the dates thereof, thereof and the consolidated statements results of operations, stockholders' equity their operations and cash flows (changes in each case, including the related notes) included in such Purchaser Financial Statements (if applicable, as updated, amended, restated or corrected in a subsequent SEC Filing) fairly present, in all material respects, the consolidated statements of operations, stockholders' equity and cash flows of Purchaser and its consolidated subsidiaries their financial position for the periods indicated, subject, then ended (subject to normal year-end adjustments in the case of the any unaudited interim financial statements, to normal, year-end audit adjustments which could not reasonably be expected to be material, individually or in the aggregate).