Common use of Purchaser SEC Reports Clause in Contracts

Purchaser SEC Reports. (a) The Purchaser has made available to the Shareholder accurate and complete copies (excluding copies of exhibits) of each report, registration statement and definitive proxy statement filed by the Purchaser with the SEC since October 2005 (the “SEC Reports”) which availability will be deemed satisfied if the SEC Reports are available in final form on the SEC’s website. As of the time it was filed with the SEC (or, if amended or superseded by a filing prior to the date of this Agreement, then on the date of such filing): (i) each of the SEC Reports complied in all material respects with the applicable requirements of the Securities Act or the Exchange Act (as the case may be); and (ii) none of the SEC Reports 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. (b) The consolidated financial statements contained in the SEC Reports: (i) complied as to form in all material respects with the published rules and regulations of the SEC applicable thereto; (ii) were prepared in accordance with GAAP applied on a consistent basis throughout the periods covered, except as may be indicated in the notes to such consolidated financial statements and (in the case of unaudited statements) as permitted by Form 10-Q of the SEC; and (iii) fairly present in all material respects the consolidated financial position of the Purchaser as of the respective dates thereof and the consolidated results of operations of the Purchaser for the periods covered thereby, except that the unaudited interim financial statements were or when filed are subject to normal and recurring year-end adjustments which were not or are not expected to be material in amount.

Purchaser SEC Reports. (a) The Purchaser has made available to the Shareholder Shareholders accurate and complete copies (excluding copies of exhibits) of each report, registration statement and definitive proxy statement filed by the Purchaser with the SEC since October 2005 inception (the “SEC Reports”) which availability will be deemed satisfied if the SEC Reports are available in final form on the SEC’s website. As of the time it was filed with the SEC (or, if amended or superseded by a filing prior to the date of this Agreement, then on the date of such filing): (i) each of the SEC Reports complied in all material respects with the applicable requirements of the Securities Act or the Exchange Act (as the case may be); and (ii) none of the SEC Reports 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. (b) The consolidated financial statements contained in the SEC Reports: (i) complied as to form in all material respects with the published rules and regulations of the SEC applicable thereto; (ii) were prepared in accordance with GAAP applied on a consistent basis throughout the periods covered, except as may be indicated in the notes to such consolidated financial statements and (in the case of unaudited statements) as permitted by Form 10-Q QSB of the SEC; and (iii) fairly present in all material respects the consolidated financial position of the Purchaser as of the respective dates thereof and the consolidated results of operations of the Purchaser for the periods covered thereby, except that the unaudited interim financial statements were or when filed are subject to normal and recurring year-end adjustments which were not or are not expected to be material in amount.

Purchaser SEC Reports. (a) The Since January 1, 2019, Purchaser has made available 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 that have been required to be filed or furnished by it pursuant to applicable Laws prior to the Shareholder accurate date of this Agreement (the “Purchaser SEC Reports”). Each Purchaser SEC Report complied, as of 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 that such Purchaser SEC Report was filed. True and complete copies (excluding copies of exhibits) of each report, registration statement and definitive proxy statement filed by the all Purchaser with the SEC since October 2005 (the “SEC Reports”) which availability will be deemed satisfied if the SEC Reports are publicly available in final form on the Electronic Data Gathering, Analysis and Retrieval database of the SEC’s website. No Subsidiary of Purchaser is required to file any forms, reports or documents with the SEC. As of the time it was filed of filing with the SEC (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), then on the date of such filing): (i) each of the SEC Reports complied in all material respects with the applicable requirements of the Securities Act or the Exchange Act (as the case may be); and (ii) none of the Purchaser SEC Reports contained contained, when filed, any untrue statement of a material fact or 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 the light of the circumstances under which they were made, not misleading. (b) The consolidated financial statements contained , except to the extent that the information in such Purchaser SEC Reports has been amended or superseded by a later Purchaser SEC Report filed prior to the date of this Agreement. There are no outstanding or unresolved comments in comment letters received by any Purchaser Entity from the SEC or its staff. There has been no material correspondence between the SEC and Purchaser since January 1, 2019 that is not set forth in the Purchaser SEC Reports: (i) complied as to form in all material respects with the published rules and regulations of the SEC applicable thereto; (ii) were prepared in accordance with GAAP applied on a consistent basis throughout the periods covered, except as may be indicated in the notes to such consolidated financial statements and (in the case of unaudited statements) as permitted by Form 10-Q of the SEC; and (iii) fairly present in all material respects the consolidated financial position . None of the Purchaser as SEC Reports is the subject of ongoing SEC review and there are no inquiries or inspections by the SEC regarding the accounting practices of Purchaser. No Subsidiary of Purchaser is subject to the periodic reporting requirements of the respective dates thereof and Exchange Act or is otherwise required to file any periodic forms, reports, schedules, statements or other documents with the consolidated results of operations of the Purchaser for the periods covered thereby, except that the unaudited interim financial statements were or when filed are subject to normal and recurring year-end adjustments which were not or are not expected to be material in amountSEC.

Purchaser SEC Reports. (a) The Purchaser has made available to the Shareholder accurate and complete copies (excluding copies of exhibits) of each report, registration statement and definitive proxy statement filed by the Purchaser with the SEC since October 2005 (the “SEC Reports”) which availability will be deemed satisfied if the SEC Reports are available in final form on the SEC’s website. As of the time it was filed with the SEC (ortrue and complete copies of all reports, if amended schedules, forms, statements and any definitive proxy or superseded information statements required to be filed by a filing prior Purchaser pursuant to the date of this AgreementExchange Act since January 1, then on 2016 (the date of such filing): (i) "SEC Filings"), each of the SEC Reports which has complied in all material respects with the applicable requirements 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 Securities Act date hereof or the Exchange Act (as the case may be); and (ii) none set forth on Schedule 4.10. None of the SEC Reports Filings (including, any financial statements or schedules included or incorporated by reference therein) contained when filed 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 the 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. (b) The consolidated 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 contained included in the SEC Reports: (i) complied Filings, in each case, including any related notes thereto, as to form in all material respects filed with the published rules and regulations of SEC (those filed with the SEC applicable thereto; (ii) were are collectively referred to as the "Purchaser Financial Statements"), have been prepared in accordance with GAAP applied on a consistent basis throughout through the periods covered, involved (except as may be indicated in the notes to such consolidated financial statements and (thereto or, in the case of the unaudited statements) , as may be permitted by Form 10-Q of the SEC; 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 (iiiincluding the related notes) included in such Purchaser Financial Statements (if applicable, as updated, amended, restated or corrected in a subsequent SEC Filing) fairly present present, in all material respects respects, the consolidated financial position of the Purchaser as of and its consolidated subsidiaries at the respective dates thereof thereof, and the consolidated results statements of operations 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 the operations, stockholders' equity and cash flows of Purchaser and its consolidated subsidiaries for the periods covered therebyindicated, except that subject, in the case of the unaudited interim financial statements were or when filed are subject statements, to normal and recurring normal, year-end audit adjustments which were could not or are not reasonably be expected to be material material, individually or in amountthe aggregate.

Purchaser SEC Reports. (a) The Purchaser has timely filed and made available to the Shareholder accurate Company all forms, reports and complete copies (excluding copies of exhibits) of each reportdocuments, registration statement and definitive proxy statement together with any amendments, required to be filed by the Purchaser with the SEC since October 2005 SEC, including without limitation the Purchaser's Proxy Statement dated April 10, 2001 relating to the Purchaser's annual meeting of stockholders (collectively, the “"Purchaser SEC Reports”) which availability will be deemed satisfied if "). Each of the Purchaser SEC Reports, as well as any Purchaser SEC Reports are available in final form on filed after the SEC’s website. As date of this Agreement until the Closing, (i) at the time it was filed or will be filed, complied or will comply in all material respects with the SEC applicable requirements of the Securities Act and Exchange Act as the case may be, and (or, ii) did not at the time it was filed (or if amended or superseded by a filing prior to the date of this Agreement, then on the date of such filing): (i) each of or will not at the SEC Reports complied in all material respects with the applicable requirements of the Securities Act or the Exchange Act (as the case may be); and (ii) none of the SEC Reports contained time filed 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. (b) The Each of the consolidated financial statements (including, in each case, any related notes) contained in the Purchaser SEC Reports: (i) , including any Purchaser SEC Reports filed after the date of this Agreement until the Closing, complied or will comply as to form in all material respects with the applicable published rules and regulations of the SEC applicable with respect thereto; (ii) were , was or will be prepared in accordance with GAAP applied on a consistent basis throughout the periods covered, involved (except as may be indicated in the notes to such consolidated financial statements and (or, in the case of unaudited statements) , as permitted by Form 10-Q of promulgated by the SEC; ) and (iii) presented fairly or will present fairly, in all material respects respects, the consolidated financial position of the Purchaser and its Subsidiaries as of the their respective dates thereof dates, and the consolidated results of its operations of the Purchaser and cash flows for the periods covered therebyindicated, except that the unaudited interim financial statements were or when filed are subject to normal and recurring year-end adjustments which were not or are not expected to be material in amount.

Purchaser SEC Reports. (a) The Purchaser has made available via the SEC’s website to the Shareholder accurate Seller a correct and complete copies (excluding copies of exhibits) copy of each report, registration statement and definitive proxy statement filed by Purchaser with the SEC on or after June 30, 2002 and prior to the date of this Agreement (the “Purchaser SEC Reports”), which are all the forms, reports and documents required to be filed by Purchaser with the SEC since October 2005 (the “SEC Reports”) which availability will be deemed satisfied if the such date. The Purchaser SEC Reports are available (i) were prepared in final form on accordance with the SEC’s website. As requirements of the Securities Act or the Exchange Act, as the case may be, and (ii) did not at the time it was they were filed with the SEC (or, or if amended or superseded by a filing prior to the date of this Agreement, Agreement then on the date of such filing): (i) each of the SEC Reports complied in all material respects with the applicable requirements of the Securities Act or the Exchange Act (as the case may be); and (ii) none of the SEC Reports contained 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 the light of the circumstances under which they were made, not misleading. None of Purchaser’s subsidiaries is currently required to file any reports or other documents with the SEC. (b) The Each set of consolidated financial statements (including, in each case, any related notes thereto) contained in the Purchaser SEC Reports: (i) complied as to form in all material respects with the published rules and regulations of the SEC applicable thereto; (ii) were Reports was prepared in accordance with U.S. GAAP applied on a consistent basis throughout the periods covered, involved (except as may be indicated in the notes to such consolidated financial statements and (thereto or, in the case of unaudited statements) , do not contain footnotes as permitted by Form 10-Q of the SEC; Exchange Act) and (iii) each fairly present presents in all material respects the consolidated financial position of the Purchaser as of and its subsidiaries at the respective dates thereof and the consolidated results of its operations of the Purchaser and cash flows for the periods covered therebyindicated, except that the unaudited interim financial statements were or when filed are subject to normal and recurring year-end adjustments which were not or are not expected to be material in amount.

Purchaser SEC Reports. (a) The Purchaser has made available to the Shareholder accurate filed all required reports, schedules, forms, statements and complete copies (excluding copies of exhibits) of each report, registration statement and definitive proxy statement filed by the Purchaser other documents with the SEC since October 2005 January 1, 1995 (collectively, the “"Purchaser SEC Reports”) which availability will be deemed satisfied if the SEC Reports are available in final form on the SEC’s website"). As of the time it was respective dates such Purchaser SEC Reports were filed with the SEC (or, if amended or superseded by a filing prior to any such Purchaser SEC Reports were amended, as of the date such amendment was filed, each of this Agreement, then on the date of such filing): Purchaser SEC Reports (i) each of the SEC Reports complied in all material respects with the all applicable requirements of the Securities Act or and the Exchange Act (as Act, and the case may be); rules and regulations promulgated thereunder and (ii) none of the SEC Reports contained 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 the light of the circumstances under which they were made, not misleading. . Each of (bi) The the audited consolidated financial statements contained of Purchaser (including any related notes and schedules) included (or incorporated by reference) in the Purchaser SEC Reports: (i) complied as to form in all material respects with the published rules , and regulations of the SEC applicable thereto; (ii) were prepared the unaudited consolidated interim financial statements of Purchaser (including any related notes and schedules) included (or incorporated by reference) in accordance the Purchaser SEC Reports, fairly present, in conformity with GAAP generally accepted accounting principles ("GAAP") applied on a consistent basis throughout the periods covered, (except as may be indicated in the notes to such consolidated financial statements and (in the case of unaudited statements) as permitted by Form 10-Q of the SEC; and (iii) fairly present in all material respects thereto), the consolidated financial position of Purchaser and the Purchaser Subsidiaries as of the respective dates thereof and the consolidated results of their operations of the Purchaser and changes in their financial position for the periods covered thereby, except that then ended (subject to normal year- end adjustments in the case of any unaudited interim financial statements were or when filed are subject to normal and recurring year-end adjustments which were not or are not expected to be material in amountstatements).

Purchaser SEC Reports. (a) The Purchaser has made available timely filed all reports, schedules, forms, statements and other documents with the SEC required to the Shareholder accurate and complete copies (excluding copies of exhibits) of each report, registration statement and definitive proxy statement be filed by the Purchaser since January 1, 2016 (collectively and together with all documents filed or furnished on a voluntary basis with the SEC since October 2005 (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 availability will be deemed satisfied if was not declared effective by the SEC Reports are available in final form on the SEC’s websiteor that did not become effective automatically upon filing (including any prospectus forming a part thereof)). As of the time it was filed with the SEC (their respective dates of filing, or, if amended or superseded by a filing prior to the date of this Agreement, then on the date of such amended or superseded filing): (i) each , 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 applicable requirements of the Securities Act, the Exchange Act or the Exchange Xxxxxxxx-Xxxxx Act of 2002 (the “Xxxxxxxx-Xxxxx Act”), as the case may be); , and (ii) none the rules and regulations of the SEC Reports promulgated thereunder applicable thereto. None of the Purchaser’s Subsidiaries is required to file any forms, reports or other documents with the SEC. None of the SEC Reports, 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 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. 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 as disclosed in certifications filed with the SEC Reports). Since January 1, 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 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 or its staff and, to the Purchaser’s knowledge, none of the SEC Reports is the subject of ongoing SEC review. There has been no material correspondence between the SEC and the Purchaser since January 1, 2016 through the date hereof that is not available on the SEC’s Electronic Data Gathering and Retrieval database. (b) The consolidated financial statements contained in of the Purchaser and its Subsidiaries filed with the SEC Reports: (i) complied Reports comply as to form in all material respects with applicable accounting requirements and the published rules and regulations of the SEC applicable with respect thereto; (ii) were , have been prepared in accordance with GAAP consistently applied on a consistent basis throughout during the periods covered, and at the dates involved (except as may be indicated in the notes to such consolidated financial statements and (in the case of unaudited statements) thereto or as otherwise permitted by Form 10-Q of the SEC; with respect to any financial statements filed on Form 10-Q), and (iii) fairly present in all material respects the consolidated financial position of the Purchaser and its Subsidiaries as of the respective dates thereof and the consolidated results of operations and cash flows for the periods then ended. (c) The Purchaser maintains disclosure controls and procedures and internal control over financial reporting (as such terms are defined in paragraphs (e) and (f), respectively, of Rule 13a-15 under the Exchange Act) as required by, and designed to address the matters contemplated by, Rule 13a-15 or 15d-15 under the Exchange Act. The Purchaser’s management has conducted an assessment of the Purchaser’s internal control over financial reporting in compliance with the requirements of Section 404 of the Xxxxxxxx-Xxxxx Act for the year ended December 31, 2017, and, based on such assessment, the Purchaser’s management (i) determined that the effectiveness of the Purchaser’s internal controls over financial reporting, as of December 31, 2017, was as set forth in the Purchaser’s Annual Report on Form 10-K for the year ended December 31, 2017 and (ii) did not identify any fraud, or alleged fraud that resulted in an internal investigation, that involves management or other employees who have a role in the preparation of the Purchaser’s financial statements or in such controls. The Purchaser has disclosed, based on the most recent evaluation of its chief executive officer and its chief financial officer prior to the date of this Agreement, to the Purchaser’s auditors (1) 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 the Purchaser’s ability to record, process, summarize and report financial information and (2) any fraud, to the knowledge of the Purchaser, whether or not material, that involves management or other employees who have a role in the preparation of the Purchaser’s financial statements or in Purchaser’s internal control over financial reporting. Since the end of the Purchaser’s most recent audited fiscal year, there has been (x) no additional material weakness in the Purchaser’s internal control over financial reporting (whether or not remediated) and (y) no change in the Purchaser’s internal control over financial reporting that has materially affected, or is reasonably likely to materially affect, the Purchaser’s internal control over financial reporting. (d) The Purchaser and its Subsidiaries have no liabilities or obligations (whether matured or unmatured, known or unknown, fixed or contingent or otherwise), that would be required to be set forth on a balance sheet prepared in accordance with GAAP, except liabilities or obligations (i) reflected or reserved against in the consolidated balance sheet (or the notes thereto) of the Purchaser for as of December 31, 2017 included in the periods covered therebySEC Reports, except (ii) that were incurred after December 31, 2017 in the unaudited interim financial statements were ordinary course of business consistent with past practice, (iii) incurred in connection with the transactions contemplated by this Agreement or when filed are subject to normal and recurring year-end adjustments (iv) which were would not or are not reasonably be expected to be be, individually or in the aggregate, material in amountto the Purchaser and its Subsidiaries, taken as a whole.