Common use of Purchaser SEC Reports Clause in Contracts

Purchaser SEC Reports. (a) Purchaser has timely filed or furnished all material forms, reports, schedules, statements and other documents required to be filed by 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 (all such forms, 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 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 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 Purchaser SEC Reports contained, when filed or, if amended prior to the Effective Date, as of the date of any such amendment, any untrue statement of a material fact or 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. (b) Except as a result of any SEC SPAC Accounting Changes, each of the financial statements included in the Purchaser SEC Reports, including all notes and schedules thereto, when filed or if amended prior to the Effective Date, as of the date of such amendment, modification, restatement, supplement or change, (a) complied with the Securities Act and/or Exchange Act (as the case may be) and all other Applicable Laws, (b) were prepared in accordance with generally accepted accounting principles historically and consistently applied in the United States and as in effect from time to time (“GAAP”) applied on a consistent basis during the periods involved (except as may be indicated in the notes thereto or, in the case of the unaudited statements, as permitted by Rule 10-01 of Regulation S-X of the SEC), and (c) fairly present in all material respects in accordance with applicable requirements of GAAP (subject, in the case of the unaudited statements, to normal year-end audit adjustments) the financial position of Purchaser, as of their respective dates and the results of operations and cash flows of Purchaser, for the periods presented therein. Each of the financial statements of Purchaser included in the Purchaser SEC Reports were derived from the books and records of Purchaser, which books and records are correct and complete in all material respects, and have been maintained in accordance with commercially reasonable business practices in all material respects. (c) To Purchaser’s Knowledge, (i) none of the Purchaser SEC Reports are the subject of ongoing SEC review or outstanding SEC comment, and (ii) neither the SEC nor any other Governmental Authority is conducting any investigation or review of Purchaser or any Purchaser SEC Report. No notice of any SEC review or investigation of the Purchaser or the Purchaser SEC Reports has been received by the Purchaser. Since the consummation of its initial public offering, as of the Effective Date, all comment letters received by the Purchaser from the SEC or the staff thereof and all responses to such comment letters filed by or on behalf of the Purchaser are publicly available on the SEC’s XXXXX website. (d) Since the consummation of its initial public offering, the Purchaser has timely filed or furnished, as applicable, all certifications and statements required by (i) Rule 13a-14 or Rule 15d-14 of the Exchange Act or (ii) 18 U.S.C. Section 1350 (Section 906 of the Xxxxxxxx-Xxxxx Act of 2002) with respect to any of the Purchaser SEC Reports, and each such certification and statement is correct and complete. As used in this Section 7.3.6, 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 SEC.

Purchaser SEC Reports. (a) Purchaser has timely delivered to the Company true and complete copies of each Annual Report on Form 10-K, Quarterly Report on Form 10-Q, Current Report on Form 8-K, Proxy Statement, Schedule 13D filed or furnished all material formswith respect to Purchaser, reportsForm S-4, schedulesand the prospectus included in any other registration statement as presently in effect and as last amended, statements and other documents required pursuant to be which Purchaser has registered equity securities for sale in underwritten offerings (including any amendments thereto), filed by 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 (all such forms, reports, schedules, statements and other documents filed Purchaser with the SEC including all financial statements included thereinsince January 1, exhibits and schedules thereto and documents incorporated by reference therein, 1992 through the date hereof (collectively, the “"Purchaser SEC Reports”"). Except for any changes (including any required revisions to or restatements As of the Parent Financial Statements (defined below) or the Parent respective dates such Purchaser SEC Reports) to (A) the Parent’s accounting or classification Reports were filed or, if any such Purchaser SEC Reports were amended, as 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 datessuch amendment was filed, each of the Purchaser SEC Reports (i) complied in all material respects with all applicable requirements of the Securities Act or and the Exchange Act (as Act, and the case may be) rules and all other Applicable Laws, regulations promulgated thereunder and (ii) none of the Purchaser SEC Reports contained, when filed or, if amended prior to the Effective Date, as of the date of any such amendment, did not contain any untrue statement of a material fact or omitted 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. . Each of (bi) Except as a result of any SEC SPAC Accounting Changes, each of the audited consolidated financial statements included in the of Purchaser SEC Reports, (including all any related notes and schedules theretoschedules) included (or incorporated by reference) in its Annual Report on Form 10-K for the fiscal year ended December 31, when filed 1994 and (ii) the unaudited consolidated interim financial statements of Purchaser (including any related notes and schedules) included (or if amended prior to incorporated by reference) in its Quarterly Report on Form 10-Q for the Effective Datequarter ended June 30, as of the date of such amendment1995, modificationfairly present, restatement, supplement or change, (a) complied with the Securities Act and/or Exchange Act (as the case may be) and all other Applicable Laws, (b) were prepared in accordance conformity with generally accepted accounting principles historically and consistently applied in the United States and as in effect from time to time (“"GAAP”") applied on a consistent basis during the periods involved (except as may be indicated in the notes thereto orthereto), in the case consolidated financial position of Purchaser and the Purchaser Subsidiaries as of the unaudited statements, as permitted by Rule 10-01 dates thereof and the consolidated results of Regulation S-X of their operations and changes in their financial position for the SEC), and periods then ended (c) fairly present in all material respects in accordance with applicable requirements of GAAP (subject, in the case of the unaudited statements, subject to normal year-end audit adjustments) the financial position of Purchaser, as of their respective dates and the results of operations and cash flows of Purchaser, for the periods presented therein. Each of the financial statements of Purchaser included adjustments in the Purchaser SEC Reports were derived from the books and records of Purchaser, which books and records are correct and complete in all material respects, and have been maintained in accordance with commercially reasonable business practices in all material respects. (c) To Purchaser’s Knowledge, (i) none of the Purchaser SEC Reports are the subject of ongoing SEC review or outstanding SEC comment, and (ii) neither the SEC nor any other Governmental Authority is conducting any investigation or review of Purchaser or any Purchaser SEC Report. No notice case of any SEC review or investigation of the Purchaser or the Purchaser SEC Reports has been received by the Purchaser. Since the consummation of its initial public offering, as of the Effective Date, all comment letters received by the Purchaser from the SEC or the staff thereof and all responses to such comment letters filed by or on behalf of the Purchaser are publicly available on the SEC’s XXXXX websiteunaudited interim financial statements). (d) Since the consummation of its initial public offering, the Purchaser has timely filed or furnished, as applicable, all certifications and statements required by (i) Rule 13a-14 or Rule 15d-14 of the Exchange Act or (ii) 18 U.S.C. Section 1350 (Section 906 of the Xxxxxxxx-Xxxxx Act of 2002) with respect to any of the Purchaser SEC Reports, and each such certification and statement is correct and complete. As used in this Section 7.3.6, 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 SEC.

Purchaser SEC Reports. (a) Purchaser has timely delivered to the Company true and complete copies of each Annual Report on Form 10-K, Quarterly Report on Form 10-Q, Current Report on Form 8-K, Proxy Statement, Schedule 13D filed or furnished all material formswith respect to Purchaser, reportsForm S-4, schedulesand the prospectus included in any other registration statement as presently in effect and as last amended, statements and other documents required pursuant to be which Purchaser has registered equity securities for sale in underwritten offerings (including any amendments thereto), filed by 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 (all such forms, reports, schedules, statements and other documents filed Purchaser with the SEC including all financial statements included thereinsince January 1, exhibits and schedules thereto and documents incorporated by reference therein, 1993 through the date hereof (collectively, the “"Purchaser SEC Reports”"). Except for any changes (including any required revisions to or restatements As of the Parent Financial Statements (defined below) or the Parent respective dates such Purchaser SEC Reports) to (A) the Parent’s accounting or classification Reports were filed or, if any such Purchaser SEC Reports were amended, as 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 datessuch amendment was filed, each of the Purchaser SEC Reports (i) complied in all material respects with all applicable requirements of the Securities Act or and the Exchange Act (as Act, and the case may be) rules and all other Applicable Laws, regulations promulgated thereunder and (ii) none of the Purchaser SEC Reports contained, when filed or, if amended prior to the Effective Date, as of the date of any such amendment, did not contain any untrue statement of a material fact or omitted 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. . Each of (bx) Except as a result of any SEC SPAC Accounting Changes, each of the audited and consolidated financial statements included in the of Purchaser SEC Reports, (including all any related notes and schedules theretoschedules) included (or incorporated by reference) in its Annual Report on Form 10-K for the fiscal year ended December 31, when filed 1995, and (y) the unaudited consolidated interim financial statements of Purchaser (including any related notes and schedules) included (or if amended prior to incorporated by reference) in its Quarterly Report on Form 10-Q for the Effective Datequarter ended September 30, as of the date of such amendment1996, modificationfairly present, restatement, supplement or change, (a) complied with the Securities Act and/or Exchange Act (as the case may be) and all other Applicable Laws, (b) were prepared in accordance conformity with generally accepted accounting principles historically and consistently applied in the United States and as in effect from time to time (“"GAAP”") applied on a consistent basis during the periods involved (except as may be indicated in the notes thereto orthereto), in the case consolidated financial position of Purchaser and the Purchaser Subsidiaries as of the unaudited statements, as permitted by Rule 10-01 dates thereof and the consolidated results of Regulation S-X of their operations and changes in their financial position for the SEC), and periods then ended (c) fairly present in all material respects in accordance with applicable requirements of GAAP (subject, in the case of the unaudited statements, subject to normal year-end audit adjustments) the financial position of Purchaser, as of their respective dates and the results of operations and cash flows of Purchaser, for the periods presented therein. Each of the financial statements of Purchaser included adjustments in the Purchaser SEC Reports were derived from the books and records of Purchaser, which books and records are correct and complete in all material respects, and have been maintained in accordance with commercially reasonable business practices in all material respects. (c) To Purchaser’s Knowledge, (i) none of the Purchaser SEC Reports are the subject of ongoing SEC review or outstanding SEC comment, and (ii) neither the SEC nor any other Governmental Authority is conducting any investigation or review of Purchaser or any Purchaser SEC Report. No notice case of any SEC review or investigation of the Purchaser or the Purchaser SEC Reports has been received by the Purchaser. Since the consummation of its initial public offering, as of the Effective Date, all comment letters received by the Purchaser from the SEC or the staff thereof and all responses to such comment letters filed by or on behalf of the Purchaser are publicly available on the SEC’s XXXXX websiteunaudited interim financial statements). (d) Since the consummation of its initial public offering, the Purchaser has timely filed or furnished, as applicable, all certifications and statements required by (i) Rule 13a-14 or Rule 15d-14 of the Exchange Act or (ii) 18 U.S.C. Section 1350 (Section 906 of the Xxxxxxxx-Xxxxx Act of 2002) with respect to any of the Purchaser SEC Reports, and each such certification and statement is correct and complete. As used in this Section 7.3.6, 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 SEC.

Purchaser SEC Reports. (a) The Purchaser has timely filed or furnished all material forms, reports, schedules, statements and other documents reports required to be filed by it with the U.S. Securities and Exchange Commission (the “SEC”"Commission") since December 31, 1998 pursuant to the consummation Exchange Act. The Purchaser has delivered or made available to Sterling and the Selling Stockholders: (i) the Purchaser's annual reports on Form 10-K for its fiscal years ended February 28, 2001, February 29, 2000 and February 28, 1999; (ii) its proxy statements relating to meetings of the initial public offering stockholders of Purchaser’s securitiesthe Purchaser held since February 28, together with any material amendments, restatements or supplements thereto, 1999; and (iii) all such forms, of its other reports, schedulesstatements, schedules and registration statements and other documents required to be filed or furnished under the Securities Act or the Exchange Act (all such forms, reports, schedules, statements and other documents filed with the SEC including all financial statements included thereinCommission since February 28, exhibits and schedules thereto and 1999 (the documents incorporated by reference thereinreferred to in this Section 4.6, 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 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 As of their respective datesdates and as amended, each of the Purchaser SEC Reports complied in all material respects with the Securities Act or requirements of the Exchange Act (as and the case may be) rules and all other Applicable Lawsregulations of the Commission thereunder applicable to such Purchaser SEC Reports. As of their respective dates, and (ii) none of the Purchaser SEC Reports contained, when filed or, if amended prior to the Effective Date, as of the date of any such amendment, did not contain any untrue statement of a material fact or omitted 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. (b) Except as a result of any SEC SPAC Accounting Changes, each The audited consolidated financial statements of the Purchaser as of and for the years ended February 28, 2001, February 29, 2000 and February 28, 1999 (collectively, the "Purchaser Audited Financial Statements") and the unaudited interim financial statements of the Purchaser as of and for the three months ended May 31, 2001 and May 31, 2000 (collectively, the "Purchaser Interim Financial Statements" and, together with the Purchaser Audited Financial Statements, the "Purchaser Financial Statements"), in each case included in the Purchaser SEC Reports, including all notes and schedules thereto, when filed or if amended prior comply as to the Effective Date, as of the date of such amendment, modification, restatement, supplement or change, (a) complied with the Securities Act and/or Exchange Act (as the case may be) and all other Applicable Laws, (b) were prepared in accordance with generally accepted accounting principles historically and consistently applied in the United States and as in effect from time to time (“GAAP”) applied on a consistent basis during the periods involved (except as may be indicated in the notes thereto or, in the case of the unaudited statements, as permitted by Rule 10-01 of Regulation S-X of the SEC), and (c) fairly present form in all material respects with applicable accounting requirements and with the published rules and regulations of the Commission with respect thereto. (c) The Purchaser Financial Statements are in all material respects accurate, complete and in accordance with applicable requirements of GAAP (subject, in the case books and records of the unaudited statementsPurchaser and its subsidiaries and present fairly in all material respects, to normal year-end audit adjustments) the financial position of Purchaser, the Purchaser and its subsidiaries as of their respective dates and the results of their operations and cash flows changes in financial position of Purchaser, the Purchaser and its subsidiaries for the periods presented therein. Each then ended, in conformity with GAAP, consistently applied (subject, in the case of the financial statements Purchaser Interim Financial Statements to (i) normal year-end and audit adjustments, the effects of Purchaser included which, individually or in the Purchaser SEC Reports were derived from aggregate, will not be materially adverse, (ii) the books fact that they do not contain all of the footnote disclosures required by GAAP and records of Purchaser, which books (iii) the fact that certain information and records are correct and complete in all material respects, and notes have been maintained condensed or omitted in accordance with commercially reasonable business practices in all material respects. (c) To Purchaser’s Knowledge, (i) none of the Purchaser SEC Reports are the subject of ongoing SEC review or outstanding SEC comment, and (ii) neither the SEC nor any other Governmental Authority is conducting any investigation or review of Purchaser or any Purchaser SEC Report. No notice of any SEC review or investigation of the Purchaser or the Purchaser SEC Reports has been received by the Purchaser. Since the consummation of its initial public offering, as of the Effective Date, all comment letters received by the Purchaser from the SEC or the staff thereof and all responses to such comment letters filed by or on behalf of the Purchaser are publicly available on the SEC’s XXXXX website. (d) Since the consummation of its initial public offering, the Purchaser has timely filed or furnished, as applicable, all certifications and statements required by (i) Rule 13a-14 or Rule 15d-14 of the Exchange Act or (ii) 18 U.S.C. Section 1350 (Section 906 of and the Xxxxxxxx-Xxxxx Act of 2002) with respect to any of the Purchaser SEC Reports, and each such certification and statement is correct and complete. As used in this Section 7.3.6, 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 SECrules promulgated thereunder).

Purchaser SEC Reports. (a) Purchaser has timely filed or furnished all material forms, reports, schedules, forms, statements and other documents with the SEC required to be filed by it with the U.S. Securities and Exchange Commission Purchaser (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 (all such forms, 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) since December 1, collectively, 2010 (the “Purchaser SEC ReportsDocuments”). Except for any changes (including any required revisions to or restatements of the Parent Financial Statements (defined below) or the Parent SEC 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 As of their respective datesdates of filing, each of the Purchaser SEC Reports Documents complied as to form in all material respects with the applicable requirements of the Securities Act or and the Exchange Act (Act, as the case may be) and all other Applicable Laws, and (ii) the rules and regulations of the SEC promulgated thereunder applicable thereto as in effect on the date so filed, and none of the Purchaser SEC Reports contained, when Documents at the time it was filed (or, if subsequently amended or supplemented prior to the Effective Datedate hereof, as at the time of the date of any such amendment, amendment or supplement) 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 light of the circumstances under which they were made, not misleading. (b) Except as a result of any SEC SPAC Accounting Changes, each of the financial statements included in the Purchaser SEC Reports, including all notes and schedules thereto, when filed or if amended prior to the Effective Date, as . As of the date of such amendmentthis Agreement, modification, restatement, supplement there are no outstanding or change, (a) complied with the Securities Act and/or Exchange Act (as the case may be) and all other Applicable Laws, (b) were prepared in accordance with generally accepted accounting principles historically and consistently applied in the United States and as in effect from time to time (“GAAP”) applied on a consistent basis during the periods involved (except as may be indicated in the notes thereto or, in the case of the unaudited statements, as permitted by Rule 10-01 of Regulation S-X of the SEC), and (c) fairly present in all material respects in accordance with applicable requirements of GAAP (subject, in the case of the unaudited statements, to normal year-end audit adjustments) the financial position of Purchaser, as of their respective dates and the results of operations and cash flows of Purchaser, for the periods presented therein. Each of the financial statements of Purchaser included in the Purchaser SEC Reports were derived from the books and records of Purchaser, which books and records are correct and complete in all material respects, and have been maintained in accordance with commercially reasonable business practices in all material respects. (c) To Purchaser’s Knowledge, (i) none of the Purchaser SEC Reports are the subject of ongoing SEC review or outstanding SEC comment, and (ii) neither the SEC nor any other Governmental Authority is conducting any investigation or review of Purchaser or any Purchaser SEC Report. No notice of any SEC review or investigation of the Purchaser or the Purchaser SEC Reports has been unresolved comments received by the Purchaser. Since the consummation of its initial public offering, as of the Effective Date, all comment letters received by the Purchaser from the SEC or the staff thereof and all responses to such comment letters filed by or on behalf of the Purchaser are publicly available on the SEC’s XXXXX website. (d) Since the consummation of its initial public offering, the Purchaser has timely filed or furnished, as applicable, all certifications and statements required by (i) Rule 13a-14 or Rule 15d-14 of the Exchange Act or (ii) 18 U.S.C. Section 1350 (Section 906 of the Xxxxxxxx-Xxxxx Act of 2002) with respect to any of the Purchaser SEC ReportsDocuments and, and each such certification and statement to the Knowledge of Purchaser, as of the date of this Agreement, none of the Purchaser SEC Documents is correct and complete. As used in this Section 7.3.6, the term “file” shall be broadly construed to include subject of any manner in which a document or information is furnished, supplied or otherwise made available to ongoing review by the SEC. (b) Since December 1, 2010, Purchaser has been and is in compliance in all material respects with (i) the applicable provisions of the Xxxxxxxx-Xxxxx Act and (ii) the applicable listing and corporate governance rules and regulations of the New York Stock Exchange. (i) Purchaser maintains disclosure controls and procedures required by Rule 13a-15 or 15d-15 under the Exchange Act and (ii) Purchaser has disclosed to Purchaser’s auditors and the audit committee of Purchaser’s Board of Directors (x) any significant deficiencies and material weaknesses in the design or operation of its internal controls over financial reporting (as defined in Rule 13a-15(f) under the Exchange Act) that are reasonably likely to adversely affect Purchaser’s ability to record, process, summarize and report financial information and (y) any fraud, to the Knowledge of Purchaser, whether or not material, that involves management or other employees who have a significant role in Purchaser’s internal control over financial reporting. Purchaser has not identified any significant deficiencies or material weaknesses in the design or operation of the internal controls over financial reporting. Purchaser’s principal executive officer and principal financial officer have made, with respect to the Purchaser SEC Documents, all certifications required by the Xxxxxxxx-Xxxxx Act and any related rules and regulations promulgated by the SEC. (d) The audited consolidated financial statements and the unaudited quarterly financial statements (including, in each case, the notes and schedules thereto) of Purchaser included in the Purchaser SEC Documents (x) when filed complied as to form in all material respects with the published rules and regulations of the SEC with respect thereto, (y) have been prepared from the books and records of Purchaser and its Subsidiaries and in all material respects in accordance with U.S. GAAP consistently applied and (z) on the basis described in clause (y), present fairly, in all material respects, the consolidated financial position of Purchaser as of the dates thereof and the consolidated results of operations and cash flows of Purchaser for the periods covered thereby (subject in the case of unaudited statements to normal year-end audit adjustments (which would not be expected to be material) and the absence of footnote disclosure and other presentation items that may be required by U.S. GAAP).

Purchaser SEC Reports. USA Waste has delivered to the Sellers true and complete copies of each registration statement, report and proxy or information statement (aincluding exhibits and any amendments thereto) Purchaser has timely filed or furnished all material forms, reports, schedules, statements and other documents required to be filed by it with the U.S. Securities and Exchange Commission SEC since January 1, 1992 (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 (all such forms, 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 As of the Parent Financial Statements (defined below) or the Parent respective dates such Purchaser SEC Reports) to (A) the Parent’s accounting or classification Reports were filed or, if any such Purchaser SEC Reports were amended, as 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 datessuch amendment was filed, each of the Purchaser SEC Reports (a) complied in all material respects with all applicable requirements of the Securities Act or and the Exchange Act (as the case may be) and all other Applicable LawsAct, and the rules and regulations promulgated thereunder and (iib) none of the Purchaser SEC Reports contained, when filed or, if amended prior to the Effective Date, as of the date of any such amendment, did not contain any untrue statement of a material fact or omitted 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. (b) Except as a result . Each of any SEC SPAC Accounting Changes, each of the financial statements included in the Purchaser SEC Reports, including all notes and schedules thereto, when filed or if amended prior to the Effective Date, as of the date of such amendment, modification, restatement, supplement or change, (a) complied the audited consolidated financial statements of USA Waste (including any related notes and schedules) included (or incorporated by reference) in its Annual Report on Form 10-K for the fiscal year ended December 31, 1995 and (ii) the unaudited consolidated interim financial statements of USA Waste (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 presents, in conformity with the Securities Act and/or Exchange Act (as the case may be) and all other Applicable Laws, (b) were prepared in accordance with generally accepted accounting principles historically and consistently applied in the United States and as in effect from time to time (“GAAP”) GAAP applied on a consistent basis during the periods involved (except as may be indicated in the notes thereto orthereto), in the case consolidated financial position of the unaudited statements, Purchasers as permitted by Rule 10-01 of Regulation S-X of the SEC), dates thereof and the consolidated results of its operations and changes in its financial position for the periods then ended (c) fairly present in all material respects in accordance with applicable requirements of GAAP (subject, in the case of the unaudited statements, subject to normal year-end audit adjustments) the financial position of Purchaser, as of their respective dates and the results of operations and cash flows of Purchaser, for the periods presented therein. Each of the financial statements of Purchaser included adjustments in the Purchaser SEC Reports were derived from the books and records of Purchaser, which books and records are correct and complete in all material respects, and have been maintained in accordance with commercially reasonable business practices in all material respects. (c) To Purchaser’s Knowledge, (i) none of the Purchaser SEC Reports are the subject of ongoing SEC review or outstanding SEC comment, and (ii) neither the SEC nor any other Governmental Authority is conducting any investigation or review of Purchaser or any Purchaser SEC Report. No notice case of any SEC review or investigation of the Purchaser or the Purchaser SEC Reports has been received by the Purchaser. Since the consummation of its initial public offering, as of the Effective Date, all comment letters received by the Purchaser from the SEC or the staff thereof and all responses to such comment letters filed by or on behalf of the Purchaser are publicly available on the SEC’s XXXXX websiteunaudited interim financial statements). (d) Since the consummation of its initial public offering, the Purchaser has timely filed or furnished, as applicable, all certifications and statements required by (i) Rule 13a-14 or Rule 15d-14 of the Exchange Act or (ii) 18 U.S.C. Section 1350 (Section 906 of the Xxxxxxxx-Xxxxx Act of 2002) with respect to any of the Purchaser SEC Reports, and each such certification and statement is correct and complete. As used in this Section 7.3.6, 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 SEC.

Purchaser SEC Reports. (a) Purchaser has timely filed or furnished all material forms, reports, schedules, forms, statements and other documents with the SEC required to be filed by it with the U.S. Securities and Exchange Commission Purchaser (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 (all such forms, 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) since December 1, collectively, 2010 (the “Purchaser SEC ReportsDocuments”). Except for any changes (including any required revisions to or restatements of the Parent Financial Statements (defined below) or the Parent SEC 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 As of their respective datesdates of filing, each of the Purchaser SEC Reports Documents complied as to form in all material respects with the applicable requirements of the Securities Act or and the Exchange Act (Act, as the case may be) and all other Applicable Laws, and (ii) the rules and regulations of the SEC promulgated thereunder applicable thereto as in effect on the date so filed, and none of the Purchaser SEC Reports contained, when Documents at the time it was filed (or, if subsequently amended or supplemented prior to the Effective Datedate hereof, as at the time of the date of any such amendment, amendment or supplement) 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 light of the circumstances under which they were made, not misleading. (b) Except as a result of any SEC SPAC Accounting Changes, each of the financial statements included in the Purchaser SEC Reports, including all notes and schedules thereto, when filed or if amended prior to the Effective Date, as . As of the date of such amendmentthis Agreement, modification, restatement, supplement there are no outstanding or change, (a) complied with the Securities Act and/or Exchange Act (as the case may be) and all other Applicable Laws, (b) were prepared in accordance with generally accepted accounting principles historically and consistently applied in the United States and as in effect from time to time (“GAAP”) applied on a consistent basis during the periods involved (except as may be indicated in the notes thereto or, in the case of the unaudited statements, as permitted by Rule 10-01 of Regulation S-X of the SEC), and (c) fairly present in all material respects in accordance with applicable requirements of GAAP (subject, in the case of the unaudited statements, to normal year-end audit adjustments) the financial position of Purchaser, as of their respective dates and the results of operations and cash flows of Purchaser, for the periods presented therein. Each of the financial statements of Purchaser included in the Purchaser SEC Reports were derived from the books and records of Purchaser, which books and records are correct and complete in all material respects, and have been maintained in accordance with commercially reasonable business practices in all material respects. (c) To Purchaser’s Knowledge, (i) none of the Purchaser SEC Reports are the subject of ongoing SEC review or outstanding SEC comment, and (ii) neither the SEC nor any other Governmental Authority is conducting any investigation or review of Purchaser or any Purchaser SEC Report. No notice of any SEC review or investigation of the Purchaser or the Purchaser SEC Reports has been unresolved comments received by the Purchaser. Since the consummation of its initial public offering, as of the Effective Date, all comment letters received by the Purchaser from the SEC or the staff thereof and all responses to such comment letters filed by or on behalf of the Purchaser are publicly available on the SEC’s XXXXX website. (d) Since the consummation of its initial public offering, the Purchaser has timely filed or furnished, as applicable, all certifications and statements required by (i) Rule 13a-14 or Rule 15d-14 of the Exchange Act or (ii) 18 U.S.C. Section 1350 (Section 906 of the Xxxxxxxx-Xxxxx Act of 2002) with respect to any of the Purchaser SEC ReportsDocuments and, and each such certification and statement to the Knowledge of Purchaser, as of the date of this Agreement, none of the Purchaser SEC Documents is correct and complete. As used in this Section 7.3.6, the term “file” shall be broadly construed to include subject of any manner in which a document or information is furnished, supplied or otherwise made available to ongoing review by the SEC. (b) Since December 1, 2010, Purchaser has been and is in compliance in all material respects with (i) the applicable provisions of the Xxxxxxxx-Xxxxx Act and (ii) the applicable listing and corporate governance rules and regulations of the New York Stock Exchange. (c) (i)Purchaser maintains disclosure controls and procedures required by Rule 13a-15 or 15d-15 under the Exchange Act and (ii) Purchaser has disclosed to Purchaser’s auditors and the audit committee of Purchaser’s Board of Directors (x) any significant deficiencies and material weaknesses in the design or operation of its internal controls over financial reporting (as defined in Rule 13a-15(f) under the Exchange Act) that are reasonably likely to adversely affect Purchaser’s ability to record, process, summarize and report financial information and (y) any fraud, to the Knowledge of Purchaser, whether or not material, that involves management or other employees who have a significant role in Purchaser’s internal control over financial reporting. Purchaser has not identified any significant deficiencies or material weaknesses in the design or operation of the internal controls over financial reporting. Purchaser’s principal executive officer and principal financial officer have made, with respect to the Purchaser SEC Documents, all certifications required by the Xxxxxxxx-Xxxxx Act and any related rules and regulations promulgated by the SEC. (d) The audited consolidated financial statements and the unaudited quarterly financial statements (including, in each case, the notes and schedules thereto) of Purchaser included in the Purchaser SEC Documents (x) when filed complied as to form in all material respects with the published rules and regulations of the SEC with respect thereto, (y) have been prepared from the books and records of Purchaser and its Subsidiaries and in all material respects in accordance with U.S. GAAP consistently applied and (z) on the basis described in clause (y), present fairly, in all material respects, the consolidated financial position of Purchaser as of the dates thereof and the consolidated results of operations and cash flows of Purchaser for the periods covered thereby (subject in the case of unaudited statements to normal year-end audit adjustments (which would not be expected to be material) and the absence of footnote disclosure and other presentation items that may be required by U.S. GAAP).

Purchaser SEC Reports. (a) The Purchaser has timely filed or furnished and made available to the Company all material forms, reports, schedules, statements and other documents required to be filed by it with the U.S. Securities and Exchange Commission (the “SEC”) since the consummation of the initial public offering of Purchaser’s securitiesdocuments, 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 (all such forms, reports, schedules, statements and other documents filed with the SEC including all financial statements included therein, exhibits and schedules thereto and documents incorporated therein by reference thereinreference, required to be filed by Purchaser with the SEC pursuant to the Exchange Act since January 1, 2002 (collectively, the “"PURCHASER SEC REPORTS"). Each of --------------------- 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 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”), Reports (i) as of their respective dates, each of the Purchaser SEC Reports complied as to form in all material respects with the applicable requirements of the Securities Act or the and Exchange Act (Act, as the case may be) , and all other Applicable Lawsthe rules and the regulations of the SEC promulgated thereunder applicable to the Purchaser SEC Reports, and (ii) none of did not, at the Purchaser SEC Reports contained, when time it was filed or, (or if amended prior to or superseded by a filing before the Effective Agreement Date, as of then on the date of any such amendment, filing) contain any untrue statement of a material fact or omitted omit to state a material fact required to be stated therein in such Purchaser SEC Report or necessary in order to make the statements thereinin such Purchaser SEC Report, in the light of the circumstances under which they were made, not misleading. Except as disclosed on Schedule 5.4, the Purchaser's disclosure controls ------------ and procedures (as defined in the rules and the regulations of the SEC promulgated under the Exchange Act) provide reasonable assurance that information required to be disclosed by the Company in reports that it files with the SEC under the Exchange Act is recorded, processed, summarized and reported within the time periods specified in the SEC's rules and forms. (b) Except as a result of any SEC SPAC Accounting Changes, each Each of the consolidated financial statements included (including, in each case, any related notes) contained in the Purchaser SEC Reports, including complied as to form in all notes material respects with the applicable accounting requirements and schedules published rules and regulations of the SEC with respect thereto, when filed or if amended prior to the Effective Date, as of the date of such amendment, modification, restatement, supplement or change, (a) complied with the Securities Act and/or Exchange Act (as the case may be) and all other Applicable Laws, (b) were was prepared in accordance with generally accepted accounting principles historically and consistently applied in the United States and as in effect from time to time (“GAAP”) GAAP applied on a consistent basis during throughout the periods involved (except as may be indicated in the notes thereto to such financial statements or, in the case of the unaudited statements, as permitted by Rule Form 10-01 of Regulation S-X of Q promulgated by the SEC)) and presented fairly, and (c) fairly present in all material respects in accordance with applicable requirements of GAAP (subject, in the case of the unaudited statements, to normal year-end audit adjustments) the financial position of Purchaser, as of their respective dates and the results of operations and cash flows of Purchaser, for the periods presented therein. Each of the financial statements of Purchaser included in the Purchaser SEC Reports were derived from the books and records of Purchaser, which books and records are correct and complete in all material respects, and have been maintained in accordance with commercially reasonable business practices in all material respects. (c) To Purchaser’s Knowledge, (i) none the consolidated financial position of the Purchaser SEC Reports are the subject and each Purchaser Subsidiary as of ongoing SEC review or outstanding SEC commenttheir respective dates, and (ii) neither the SEC nor any other Governmental Authority is conducting any investigation or review of Purchaser or any Purchaser SEC Report. No notice of any SEC review or investigation of the Purchaser or the Purchaser SEC Reports has been received by the Purchaser. Since the consummation consolidated results of its initial public offeringoperations and cash flows for the periods indicated, as of except that the Effective Dateunaudited interim financial statements were subject to normal and recurring year-end adjustments, all comment letters received by the Purchaser from the SEC or the staff thereof and all responses which were not expected to such comment letters filed by or on behalf of the Purchaser are publicly available on the SEC’s XXXXX websitebe material in amount. (d) Since the consummation of its initial public offering, the Purchaser has timely filed or furnished, as applicable, all certifications and statements required by (i) Rule 13a-14 or Rule 15d-14 of the Exchange Act or (ii) 18 U.S.C. Section 1350 (Section 906 of the Xxxxxxxx-Xxxxx Act of 2002) with respect to any of the Purchaser SEC Reports, and each such certification and statement is correct and complete. As used in this Section 7.3.6, 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 SEC.

Purchaser SEC Reports. (a) The Purchaser has timely filed with or furnished to the SEC (including following any extensions of time for filing provided by Rule 12b-25 promulgated under the Exchange Act) all material forms, reports, schedules, statements and other documents required to be filed by 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, reportsstatements, schedulesprospectuses, registration statements and other documents required to be filed or furnished under furnished, as the Securities Act or case may be, by the Exchange Act Purchaser since December 31, 2016 (all such formscollectively, reports, schedules, statements and other documents filed together with the SEC including all financial statements included therein, any exhibits and schedules thereto and documents other information incorporated by reference therein, collectively, the “Purchaser SEC ReportsDocuments”). Except for any changes . (including any required revisions to b) As of its filing date (or, if amended or restatements supplemented, as of the Parent Financial Statements (defined below) or the Parent SEC Reports) to (A) the Parent’s accounting or classification date of the outstanding Parent Common Stock as temporary, as opposed most recent amendment or supplement filed prior 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”of this Agreement), (i) as of their respective dates, each of the Purchaser SEC Reports Document complied in all material respects with the applicable requirements of the Securities Act or Act, the Exchange Act and the Xxxxxxxx-Xxxxx Act of 2002, as amended (the “Xxxxxxxx-Xxxxx Act”), and any rules and regulations promulgated thereunder, as the case may be) and all other Applicable Laws, and (ii) none of the Purchaser SEC Reports contained, when filed or, if amended prior to the Effective Date, as of the date of any such amendment, did not contain any untrue statement of a material fact or omitted omit to state a any 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. (bc) Except as a result of any SEC SPAC Accounting Changes, each of the financial statements included in the Purchaser SEC Reports, including all notes and schedules thereto, when filed or if amended prior to the Effective Date, as As of the date of such amendmentthis Agreement there are no outstanding or unresolved comments in comment letters received from the SEC with respect to any Purchaser SEC Documents. Since December 31, modification2016, restatementthe Purchaser has not received written notice from the SEC or any other Governmental Authority that any of its accounting policies or practices are the subject of any review, supplement inquiry, investigation or changechallenge by the SEC or other Governmental Authority specifically targeted at the Purchaser. Since December 31, 2016, the Purchaser’s independent public accounting firm has not informed the Purchaser that it has any material questions, challenges or disagreements regarding or pertaining to the Purchaser’s accounting policies or practices. (ad) complied with The Purchaser has established and maintains disclosure controls and procedures (as defined in Rule 13a-15 under the Securities Act and/or Exchange Act). Such disclosure controls and procedures are reasonably designed to ensure that material information relating to the Purchaser, including its consolidated subsidiaries, is made known to the Purchaser’s principal executive officer and its principal financial officer by others within those entities, particularly during the periods in which the periodic reports required under the Exchange Act are being prepared, and such disclosure controls and procedures are reasonably designed to ensure all such information is communicated in a timely fashion to the Purchaser’s principal executive officer and principal financial officer to allow timely decisions regarding the disclosure of such information in the Purchaser’s periodic and current reports required under the Exchange Act. (e) The Purchaser and its subsidiaries have established and maintained a system of internal control over financial reporting (as defined in Rule 13a-15 under the case may beExchange Act) sufficient to provide reasonable assurance regarding the reliability of the Purchaser’s financial reporting and all other Applicable Laws, (b) were prepared the preparation of the Purchaser financial statements for external purposes in accordance with generally accepted accounting principles historically GAAP. The Purchaser has disclosed, based on its most recent evaluation of internal controls prior to the date of this Agreement, to the Purchaser’s auditors and consistently applied audit committee (i) any significant deficiencies and material weaknesses in the United States design or operation of internal controls which are reasonably likely to adversely affect the Purchaser’s ability to record, process, summarize and as report financial information and (ii) any fraud, whether or not material, that involves management or other employees who have a significant role in effect from time to time internal controls. (“GAAP”f) applied on a consistent basis during the periods involved (except as may be indicated The Purchaser is in the notes thereto orcompliance, and has complied since December 31, 2016, in the case of the unaudited statementseach case, as permitted by Rule 10-01 of Regulation S-X of the SEC), and (c) fairly present in all material respects in accordance with applicable requirements of GAAP (subject, in the case of the unaudited statements, to normal year-end audit adjustments) the financial position of Purchaser, as of their respective dates and the results of operations and cash flows of Purchaser, for the periods presented therein. Each of the financial statements of Purchaser included in the Purchaser SEC Reports were derived from the books and records of Purchaser, which books and records are correct and complete in all material respects, and have been maintained in accordance with commercially reasonable business practices in all material respects. (c) To Purchaser’s Knowledge, (i) none of the Purchaser SEC Reports are the subject of ongoing SEC review or outstanding SEC comment, and (ii) neither the SEC nor any other Governmental Authority is conducting any investigation or review of Purchaser or any Purchaser SEC Report. No notice of any SEC review or investigation of the Purchaser or the Purchaser SEC Reports has been received by the Purchaser. Since the consummation of its initial public offering, as of the Effective Date, all comment letters received by the Purchaser from the SEC or the staff thereof and all responses to such comment letters filed by or on behalf of the Purchaser are publicly available on the SEC’s XXXXX website. (d) Since the consummation of its initial public offering, the Purchaser has timely filed or furnished, as applicable, all certifications and statements required by (i) Rule 13a-14 or Rule 15d-14 of the Exchange Act or (ii) 18 U.S.C. Section 1350 (Section 906 applicable provisions of the Xxxxxxxx-Xxxxx Act of 2002and (ii) with respect to any the applicable listing and corporate governance rules and regulations of the Purchaser SEC Reports, and each such certification and statement is correct and complete. As used in this Section 7.3.6, 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 SECNYSE.