SEC Documents; Financial Statements; Internal Controls; Off Balance Sheet Arrangements. Investment Company Act; Anti-Corruption Laws. (a) CCPT V has timely filed with, or furnished (on a publicly available basis) to the SEC, all forms, documents, certifications, statements, schedules and reports required to be filed or furnished by CCPT V under the Exchange Act or the Securities Act (together with all certifications required pursuant to the Xxxxxxxx-Xxxxx Act of 2002 (the “Xxxxxxxx-Xxxxx Act”)) since January 1, 2018 (the forms, documents, certifications, statements, schedules, reports (including the financial statements referenced in Section 4.5(e)) filed with the SEC since January 1, 2018, including those filed with the SEC since the date of this Agreement, if any, including any amendments thereto, the “CCPT V SEC Documents”). (b) As of their respective filing dates, the CCPT V SEC Documents (i) complied, or with respect to CCPT V SEC Documents filed after the date hereof, will comply, in all material respects with the requirements of the Securities Act or the Exchange Act, as the case may be, and the Xxxxxxxx-Xxxxx Act, and (ii) did not, or with respect to CCPT V SEC Documents filed after the date hereof, will not, contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements made therein, in light of the circumstances under which they were made, not misleading. None of the CCPT V SEC Documents is, to the Knowledge of CCPT V, the subject of ongoing SEC review or threatened review, and CCPT V does not have any outstanding and unresolved comments from the SEC with respect to any CCPT V SEC Documents. None of the CCPT V SEC Documents is the subject of any confidential treatment request by CCPT V. (c) CCPT V has made available to CMFT complete and correct copies of all written correspondence between the SEC, on the one hand, and CCPT V, on the other hand, since December 31, 2018. No CCPT V Subsidiary is separately subject to the periodic reporting requirements of Section 13(a) or Section 15(d) of the Exchange Act. (d) At all applicable times, CCPT V has complied in all material respects with the applicable provisions of the Xxxxxxxx-Xxxxx Act. (e) The consolidated audited and unaudited financial statements of CCPT V and the CCPT V Subsidiaries included, or incorporated by reference, in the CCPT V SEC Documents, including the related notes and schedules, (i) have been or will be, as the case may be, prepared from the books and records of CCPT V and CCPT V Subsidiaries in all material respects, (ii) complied or will comply, as the case may be, as of their respective dates in all material respects with the then-applicable accounting requirements of the Securities Act and the Exchange Act, (iii) have been or will be, as the case may be, prepared in accordance with 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 financial statements, for normal and recurring year-end adjustments and as may be permitted by the SEC on Form 10-Q or any successor form under the Exchange Act, which such adjustments are not, individually or in the aggregate, material to CCPT V) and (iv) fairly present, or will fairly present, as the case may be, in all material respects (subject, in the case of unaudited financial statements, for normal and recurring year-end adjustments, none of which is material, individually or in the aggregate), the consolidated financial position of CCPT V and the CCPT V Subsidiaries, taken as a whole, as of their respective dates and the consolidated statements of operations, comprehensive income (loss), stockholders’ equity and cash flows of CCPT V and the CCPT V Subsidiaries for the periods presented therein. (f) (A) CCPT V maintains disclosure controls and procedures (as defined in Rules 13a-15(e) and 15d-15(e) under the Exchange Act) that are designed to ensure that material information required to be disclosed by CCPT V in the reports that it files or furnishes under the Exchange Act is recorded, processed, summarized and reported within the time periods specified in the SEC’s rules and forms and is accumulated and communicated to CCPT V’s management as appropriate to allow timely decisions regarding required disclosure and to make the certifications of the Chief Executive Officer and Chief Financial Officer of CCPT V required under the Exchange Act with respect to such reports, and (B) such disclosure controls and procedures are effective in timely alerting CCPT V’s principal executive officer and principal financial officer to material information required to be included in CCPT V’s periodic reports required under the Exchange Act. CCPT V and CCPT V Subsidiaries have designed and maintained a system of internal control over financial reporting (as defined in Rule 13a-15(f) and 15d-15(f) under the Exchange Act) reasonably designed to provide reasonable assurances (i) regarding the reliability of financial reporting and the preparation of financial statements in accordance with GAAP, (ii) that transactions are executed in accordance with management’s general or specific authorizations, (iii) that transactions are recorded as necessary to permit preparation of financial statements and to maintain asset accountability, (iv) that access to assets is permitted only in accordance with management’s general or specific authorizations, (v) that the recorded accountability for assets is compared with the existing assets at reasonable intervals and appropriate action is taken with respect to any differences and (vi) that accounts, notes and other receivables and inventory are recorded accurately, and proper and adequate procedures are implemented to effect the collection thereof on a current and timely basis. CCPT V has disclosed to CCPT V’s auditors and audit committee (and made summaries of such disclosures available to CMFT), based on the most recent evaluation by its Chief Executive Officer and its Chief Financial Officer prior to the date of this Agreement, (A) any significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect in any material respect CCPT V’s ability to record, process, summarize and report financial information and (B) any fraud, whether or not material, that involves management or other employees who have a significant role in internal control over financial reporting. (g) CCPT V is not, and none of the CCPT V Subsidiaries is, a party to, and neither CCPT V nor any CCPT V Subsidiary has any commitment to become a party to, any joint venture, off-balance sheet partnership or any similar Contract or arrangement, including any Contract relating to any transaction or relationship between or among CCPT V and any CCPT V Subsidiary, on the one hand, and any unconsolidated Affiliate of CCPT V or any CCPT V Subsidiary, including any structured finance, special purpose or limited purpose entity or Person, on the other hand, or any “off-balance sheet arrangements” (as defined in Item 303(a) of Regulation S-K of the SEC), where the result, purpose or effect of such Contract is to avoid disclosure of any material transaction involving, or material liabilities of, CCPT V, any CCPT V Subsidiary or CCPT V’s or such CCPT V Subsidiary’s audited financial statements or other CCPT V SEC Documents. (h) Neither CCPT V nor any CCPT V Subsidiary is required to be registered as an investment company under the Investment Company Act. (i) CCPT V and CCPT V Subsidiaries (including in each case any of their officers and directors) have complied and are in compliance with applicable Anti-Corruption Laws. Neither CCPT V nor any CCPT V Subsidiary nor, to the Knowledge of CCPT V, any director, officer or Representative of CCPT V or any CCPT V Subsidiary has (i) used any corporate funds for any unlawful contributions, gifts, entertainment or other unlawful expenses related to political activity, (ii) made, taken or will take any action in furtherance of any direct or indirect unlawful payment, promise to pay or authorization or approval of the payment or giving of money, property or gifts of anything of value, directly or indirectly to any foreign or domestic government official or employee, (iii) made, offered or taken an act in furtherance of any direct or indirect unlawful bribe, rebate, payoff, kickback or other unlawful payment to any foreign or domestic government official or employee, (iv) made any payment to any customer, supplier or tenant, or to any officer, director, partner, employee or agent of any such customer, supplier or tenant, for the unlawful sharing of fees to any such customer, supplier or tenant or any such officer, director, partner, employee or agent for the unlawful rebating of charges, (v) engaged in any other unlawful reciprocal practice, or made any other unlawful payment or given any other unlawful consideration to any such customer, supplier or tenant or any such officer, director, partner, employee or agent of such customer, officer or tenant, or (vi) taken any action or made any omission in violation of any applicable Law governing imports into or exports from the United States or any foreign country, or relating to economic sanctions or embargoes, corrupt practices, money laundering, or compliance with unsanctioned foreign boycotts, in each case, in violation of any applicable Anti-Corruption Law. Neither CCPT V nor any CCPT V Subsidiary has received any written communication that alleges that CCPT V or any CCPT V Subsidiary, or any of their respective Representatives, is, or may be, in violation of, or has, or may have, any liability under, any Anti-Corruption Law.

Appears in 2 contracts

Samples: Merger Agreement (Cole Credit Property Trust V, Inc.), Merger Agreement (Cole Office & Industrial REIT (CCIT III), Inc.)

SEC Documents; Financial Statements; Internal Controls; Off Balance Sheet Arrangements. Investment Company Act; Anti-Corruption Laws. (a) ~~CCPT V~~ CCIT III has timely filed with, or furnished (on a publicly available basis) to the SEC, all forms, documents, certifications, statements, schedules and reports required to be filed or furnished by ~~CCPT V~~ CCIT III under the Exchange Act or the Securities Act (together with all certifications required pursuant to the Xxxxxxxx-Xxxxx Act of 2002 (the “Xxxxxxxx-Xxxxx Act”)) since January 1, 2018 (the forms, documents, certifications, statements, schedules, reports (including the financial statements referenced in Section 4.5(e)) filed with the SEC since January 1, 2018, including those filed with the SEC since the date of this Agreement, if any, including any amendments thereto, the “~~CCPT V~~ CCIT III SEC Documents”). (b) As of their respective filing dates, the ~~CCPT V~~ CCIT III SEC Documents (i) complied, or with respect to ~~CCPT V~~ CCIT III SEC Documents filed after the date hereof, will comply, in all material respects with the requirements of the Securities Act or the Exchange Act, as the case may be, and the Xxxxxxxx-Xxxxx Act, and (ii) did not, or with respect to ~~CCPT V~~ CCIT III SEC Documents filed after the date hereof, will not, contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements made therein, in light of the circumstances under which they were made, not misleading. None of the ~~CCPT V~~ CCIT III SEC Documents is, to the Knowledge of ~~CCPT V~~CCIT III, the subject of ongoing SEC review or threatened review, and ~~CCPT V~~ CCIT III does not have any outstanding and unresolved comments from the SEC with respect to any ~~CCPT V~~ CCIT III SEC Documents. None of the ~~CCPT V~~ CCIT III SEC Documents is the subject of any confidential treatment request by ~~CCPT V.~~CCIT III. (c) ~~CCPT V~~ CCIT III has made available to CMFT complete and correct copies of all written correspondence between the SEC, on the one hand, and ~~CCPT V~~CCIT III, on the other hand, since December 31, 2018. No ~~CCPT V~~ CCIT III Subsidiary is separately subject to the periodic reporting requirements of Section 13(a) or Section 15(d) of the Exchange Act. (d) At all applicable times, ~~CCPT V~~ CCIT III has complied in all material respects with the applicable provisions of the Xxxxxxxx-Xxxxx Act. (e) The consolidated audited and unaudited financial statements of ~~CCPT V~~ CCIT III and the ~~CCPT V~~ CCIT III Subsidiaries included, or incorporated by reference, in the ~~CCPT V~~ CCIT III SEC Documents, including the related notes and schedules, (i) have been or will be, as the case may be, prepared from the books and records of ~~CCPT V~~ CCIT III and ~~CCPT V~~ CCIT III Subsidiaries in all material respects, (ii) complied or will comply, as the case may be, as of their respective dates in all material respects with the then-applicable accounting requirements of the Securities Act and the Exchange Act, (iii) have been or will be, as the case may be, prepared in accordance with 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 financial statements, for normal and recurring year-end adjustments and as may be permitted by the SEC on Form 10-Q or any successor form under the Exchange Act, which such adjustments are not, individually or in the aggregate, material to ~~CCPT V~~CCIT III) and (iv) fairly present, or will fairly present, as the case may be, in all material respects (subject, in the case of unaudited financial statements, for normal and recurring year-end adjustments, none of which is material, individually or in the aggregate), the consolidated financial position of ~~CCPT V~~ CCIT III and the ~~CCPT V~~ CCIT III Subsidiaries, taken as a whole, as of their respective dates and the consolidated statements of operations, comprehensive income (loss), stockholders’ equity and cash flows of ~~CCPT V~~ CCIT III and the ~~CCPT V~~ CCIT III Subsidiaries for the periods presented therein. (f) (A) ~~CCPT V~~ CCIT III maintains disclosure controls and procedures (as defined in Rules 13a-15(e) and 15d-15(e) under the Exchange Act) that are designed to ensure that material information required to be disclosed by ~~CCPT V~~ CCIT III in the reports that it files or furnishes under the Exchange Act is recorded, processed, summarized and reported within the time periods specified in the SEC’s rules and forms and is accumulated and communicated to ~~CCPT V~~CCIT III’s management as appropriate to allow timely decisions regarding required disclosure and to make the certifications of the Chief Executive Officer and Chief Financial Officer of ~~CCPT V~~ CCIT III required under the Exchange Act with respect to such reports, and (B) such disclosure controls and procedures are effective in timely alerting ~~CCPT V~~CCIT III’s principal executive officer and principal financial officer to material information required to be included in ~~CCPT V~~CCIT III’s periodic reports required under the Exchange Act. ~~CCPT V~~ CCIT III and ~~CCPT V~~ CCIT III Subsidiaries have designed and maintained a system of internal control over financial reporting (as defined in Rule 13a-15(f) and 15d-15(f) under the Exchange Act) reasonably designed to provide reasonable assurances (i) regarding the reliability of financial reporting and the preparation of financial statements in accordance with GAAP, (ii) that transactions are executed in accordance with management’s general or specific authorizations, (iii) that transactions are recorded as necessary to permit preparation of financial statements and to maintain asset accountability, (iv) that access to assets is permitted only in accordance with management’s general or specific authorizations, (v) that the recorded accountability for assets is compared with the existing assets at reasonable intervals and appropriate action is taken with respect to any differences and (vi) that accounts, notes and other receivables and inventory are recorded accurately, and proper and adequate procedures are implemented to effect the collection thereof on a current and timely basis. CCPT V has disclosed to CCPT V’s auditors and audit committee (and made summaries of such disclosures available to CMFT), based on the most recent evaluation by its Chief Executive Officer and its Chief Financial Officer prior to the date of this Agreement, (A) any significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect in any material respect CCPT V’s ability to record, process, summarize and report financial information and (B) any fraud, whether or not material, that involves management or other employees who have a significant role in internal control over financial reporting. (g) CCPT V is not, and none of the CCPT V Subsidiaries is, a party to, and neither CCPT V nor any CCPT V Subsidiary has any commitment to become a party to, any joint venture, off-balance sheet partnership or any similar Contract or arrangement, including any Contract relating to any transaction or relationship between or among CCPT V and any CCPT V Subsidiary, on the one hand, and any unconsolidated Affiliate of CCPT V or any CCPT V Subsidiary, including any structured finance, special purpose or limited purpose entity or Person, on the other hand, or any “off-balance sheet arrangements” (as defined in Item 303(a) of Regulation S-K of the SEC), where the result, purpose or effect of such Contract is to avoid disclosure of any material transaction involving, or material liabilities of, CCPT V, any CCPT V Subsidiary or CCPT V’s or such CCPT V Subsidiary’s audited financial statements or other CCPT V SEC Documents. (h) Neither CCPT V nor any CCPT V Subsidiary is required to be registered as an investment company under the Investment Company Act. (i) CCPT V and CCPT V Subsidiaries (including in each case any of their officers and directors) have complied and are in compliance with applicable Anti-Corruption Laws. Neither CCPT V nor any CCPT V Subsidiary nor, to the Knowledge of CCPT V, any director, officer or Representative of CCPT V or any CCPT V Subsidiary has (i) used any corporate funds for any unlawful contributions, gifts, entertainment or other unlawful expenses related to political activity, (ii) made, taken or will take any action in furtherance of any direct or indirect unlawful payment, promise to pay or authorization or approval of the payment or giving of money, property or gifts of anything of value, directly or indirectly to any foreign or domestic government official or employee, (iii) made, offered or taken an act in furtherance of any direct or indirect unlawful bribe, rebate, payoff, kickback or other unlawful payment to any foreign or domestic government official or employee, (iv) made any payment to any customer, supplier or tenant, or to any officer, director, partner, employee or agent of any such customer, supplier or tenant, for the unlawful sharing of fees to any such customer, supplier or tenant or any such officer, director, partner, employee or agent for the unlawful rebating of charges, (v) engaged in any other unlawful reciprocal practice, or made any other unlawful payment or given any other unlawful consideration to any such customer, supplier or tenant or any such officer, director, partner, employee or agent of such customer, officer or tenant, or (vi) taken any action or made any omission in violation of any applicable Law governing imports into or exports from the United States or any foreign country, or relating to economic sanctions or embargoes, corrupt practices, money laundering, or compliance with unsanctioned foreign boycotts, in each case, in violation of any applicable Anti-Corruption Law. Neither CCPT V nor any CCPT V Subsidiary has received any written communication that alleges that CCPT V or any CCPT V Subsidiary, or any of their respective Representatives, is, or may be, in violation of, or has, or may have, any liability under, any Anti-Corruption Law.and

Appears in 2 contracts

Samples: Merger Agreement (Cim Real Estate Finance Trust, Inc.), Merger Agreement (Cole Office & Industrial REIT (CCIT III), Inc.)

SEC Documents; Financial Statements; Internal Controls; Off Balance Sheet Arrangements. Investment Company Act; Anti-Corruption Laws. (a) ~~CCPT V~~ REIT II has timely filed with, or furnished (on a publicly available basis) to to, the ~~SEC,~~ SEC all forms, documents~~, certifications~~, statements, schedules and reports required to be filed ~~or furnished~~ by ~~CCPT V under~~ REIT II with the ~~Exchange Act or the Securities Act~~ SEC (together with all certifications required pursuant to the Xxxxxxxx-Xxxxx ~~Act of 2002 (the “Xxxxxxxx-Xxxxx~~ Act”)) since January 1, ~~2018~~ 2017 (the forms, documents, ~~certifications, statements, schedules,~~ statements and reports ~~(including the financial statements referenced in Section 4.5(e))~~ filed with the SEC since January 1, ~~2018, including~~ 2017 and those filed with the SEC since the date of this Agreement, if any, including any amendments thereto, the “~~CCPT V~~ REIT II SEC Documents”)~~. (b)~~ . As of their respective filing ~~dates~~dates (or the date of their most recent amendment, supplement or modification, in each case, to the extent filed and publicly available prior to the date of this Agreement), the ~~CCPT V~~ REIT II SEC Documents (i) complied, or with respect to ~~CCPT V~~ REIT II SEC Documents filed after the date hereof, will comply, in all material respects with the requirements of the Securities Act or the Exchange Act, as the case may be, ~~and~~ the Xxxxxxxx-Xxxxx ~~Act~~Act and the applicable rules and regulations of the SEC thereunder, and (ii) did not, or with respect to ~~CCPT V~~ REIT II SEC Documents filed after the date hereof, will not, contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements made therein, in light of the circumstances under which they were made, not misleading, except to the extent such statements have been modified or superseded by later REIT I SEC Documents filed and publicly available prior to the date of this Agreement. None of the ~~CCPT V~~ REIT II SEC Documents is, to the Knowledge of ~~CCPT V~~REIT II, the subject of ongoing SEC review ~~or threatened review,~~ and ~~CCPT V~~ REIT II does not have any outstanding and unresolved comments from the SEC with respect to any ~~CCPT V~~ REIT II SEC Documents. None of the ~~CCPT V~~ REIT II SEC Documents is the subject of any confidential treatment request by ~~CCPT V.~~REIT II. (cb) ~~CCPT V~~ REIT II has made available to ~~CMFT~~ REIT I complete and correct copies of all written correspondence between the SEC, on ~~the~~ one hand, and ~~CCPT V~~REIT II, on the other hand, since ~~December 31~~January 1, ~~2018~~2017. ~~No CCPT V Subsidiary is separately subject to the periodic reporting requirements of Section 13(a) or Section 15(d) of the Exchange Act. (d)~~ At all applicable times, ~~CCPT V~~ REIT II has complied in all material respects with the applicable provisions of the Xxxxxxxx-Xxxxx Act. (ec) The consolidated audited and unaudited financial statements of ~~CCPT V~~ REIT II and the ~~CCPT V~~ REIT II Subsidiaries included, or incorporated by reference, in the ~~CCPT V~~ REIT II SEC Documents, including the related notes and ~~schedules~~schedules (as amended, supplemented or modified by later REIT II SEC Documents, in each case, to the extent filed and publicly available prior to the date of this Agreement), (i) have been or will be, as the case may be, prepared ~~from~~ from, are in accordance with, and accurately reflect the books and records of ~~CCPT V~~ REIT II and ~~CCPT V~~ REIT II Subsidiaries in all material respects, (ii) complied or will comply, as the case may be, as of their respective dates in all material respects with the then-applicable accounting requirements of the Securities Act and the Exchange ~~Act~~Act and the published rules and regulations of the SEC with respect thereto, (iii) have been or will be, as the case may be, prepared in accordance with 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 financial statements, for normal and recurring year-end adjustments and as may be permitted by the SEC on Form 10-Q Q, Form 8-K, Regulation S-X or any successor or like form or rule under the Exchange Act, which such adjustments are not, ~~individually or~~ in the aggregate, material to ~~CCPT V~~REIT II) and (iv) fairly present~~, or will fairly present, as the case may be~~, in all material respects (subject, in the case of unaudited financial statements, for normal and recurring year-end adjustments, none of which is material~~, individually or in the aggregate~~), the consolidated financial position of ~~CCPT V~~ REIT II and the ~~CCPT V~~ REIT II Subsidiaries, taken as a whole, as of their respective dates and the consolidated statements of ~~operations, comprehensive~~ income ~~(loss), stockholders’ equity~~ and the consolidated cash flows of ~~CCPT V~~ REIT II and the ~~CCPT V~~ REIT II Subsidiaries for the periods presented therein. There are no internal investigations, any SEC inquiries or investigations or other governmental inquiries or investigations pending or, to the Knowledge of REIT II, threatened, in each case regarding any accounting practices of REIT II. (fd) Since January 1, 2017, (A) ~~CCPT V maintains~~ REIT II has designed and maintained disclosure controls and procedures (as defined in Rules 13a-15(e) and 15d-15(e) under the Exchange Act) ~~that are designed~~ to ensure that material information required to be disclosed by ~~CCPT V~~ REIT II in the reports that it files or ~~furnishes~~ submits under the Exchange Act is recorded, processed, summarized and reported within the time periods specified in the SEC’s rules and forms and is accumulated and communicated to ~~CCPT V~~REIT II’s management as appropriate to allow timely decisions regarding required ~~disclosure and to make the certifications of the Chief Executive Officer and Chief Financial Officer of CCPT V required under the Exchange Act with respect to such reports~~disclosure, and (B) to the Knowledge of REIT II, such disclosure controls and procedures are effective in timely alerting ~~CCPT V~~REIT II’s ~~principal executive officer and principal financial officer~~ management to material information required to be included in ~~CCPT V~~REIT II’s periodic reports required under the Exchange ~~Act~~Act (if REIT II was required to file such reports). ~~CCPT V~~ REIT II and ~~CCPT V~~ REIT II Subsidiaries have designed and maintained a system of internal control over financial reporting (as defined in Rule 13a-15(f) and 15d-15(f) under the Exchange Act) ~~reasonably designed~~ sufficient to provide reasonable assurances (i) regarding the reliability of financial reporting and the preparation of financial statements in accordance with GAAP, (ii) that transactions are executed in accordance with management’s general or specific authorizations, (iii) that ~~transactions are recorded as necessary to permit preparation of financial statements and to maintain asset accountability, (iv) that~~ access to assets is permitted only in accordance with management’s general or specific ~~authorizations,~~ authorization and (viv) that the recorded accountability for assets is compared with the existing assets at reasonable intervals and appropriate action is taken with respect to any ~~differences and (vi) that accounts~~differences. Since December 31, ~~notes and other receivables and inventory are recorded accurately~~2018, ~~and proper and adequate procedures are implemented~~ REIT II has not received any notification of a “material weakness” in REIT II’s internal controls. For purposes of this Agreement, the term “material weakness” shall have the meaning assigned to it in Release 2004-001 of the Public Company Accounting Oversight Board, as in effect ~~the collection thereof~~ on a current and timely basis. CCPT V has disclosed to CCPT V’s auditors and audit committee (and made summaries of such disclosures available to CMFT), based on the most recent evaluation by its Chief Executive Officer and its Chief Financial Officer prior to the date of this Agreement, (A) any significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect in any material respect CCPT V’s ability to record, process, summarize and report financial information and (B) any fraud, whether or not material, that involves management or other employees who have a significant role in internal control over financial reporting. (ge) ~~CCPT V is not, and none of the CCPT V Subsidiaries is, a party to, and neither CCPT V~~ Neither REIT II nor any CCPT V Subsidiary has any commitment to become a party to, any joint venture, off-balance sheet partnership or any similar Contract or arrangement, including any Contract relating to any transaction or relationship between or among CCPT V and any CCPT V Subsidiary, on the one hand, and any unconsolidated Affiliate of CCPT V or any CCPT V Subsidiary, including any structured finance, special purpose or limited purpose entity or Person, on the other hand, or any “off-balance sheet arrangements” (as defined in Item 303(a) of Regulation S-K of the SEC), where the result, purpose or effect of such Contract is to avoid disclosure of any material transaction involving, or material liabilities of, CCPT V, any CCPT V Subsidiary or CCPT V’s or such CCPT V Subsidiary’s audited financial statements or other CCPT V SEC Documents. (h) Neither CCPT V nor any CCPT V REIT II Subsidiary is required to be registered as an investment company under the Investment Company Act. (i) CCPT V and CCPT V Subsidiaries (including in each case any of their officers and directors) have complied and are in compliance with applicable Anti-Corruption Laws. Neither CCPT V nor any CCPT V Subsidiary nor, to the Knowledge of CCPT V, any director, officer or Representative of CCPT V or any CCPT V Subsidiary has (i) used any corporate funds for any unlawful contributions, gifts, entertainment or other unlawful expenses related to political activity, (ii) made, taken or will take any action in furtherance of any direct or indirect unlawful payment, promise to pay or authorization or approval of the payment or giving of money, property or gifts of anything of value, directly or indirectly to any foreign or domestic government official or employee, (iii) made, offered or taken an act in furtherance of any direct or indirect unlawful bribe, rebate, payoff, kickback or other unlawful payment to any foreign or domestic government official or employee, (iv) made any payment to any customer, supplier or tenant, or to any officer, director, partner, employee or agent of any such customer, supplier or tenant, for the unlawful sharing of fees to any such customer, supplier or tenant or any such officer, director, partner, employee or agent for the unlawful rebating of charges, (v) engaged in any other unlawful reciprocal practice, or made any other unlawful payment or given any other unlawful consideration to any such customer, supplier or tenant or any such officer, director, partner, employee or agent of such customer, officer or tenant, or (vi) taken any action or made any omission in violation of any applicable Law governing imports into or exports from the United States or any foreign country, or relating to economic sanctions or embargoes, corrupt practices, money laundering, or compliance with unsanctioned foreign boycotts, in each case, in violation of any applicable Anti-Corruption Law. Neither CCPT V nor any CCPT V Subsidiary has received any written communication that alleges that CCPT V or any CCPT V Subsidiary, or any of their respective Representatives, is, or may be, in violation of, or has, or may have, any liability under, any Anti-Corruption Law.

Appears in 1 contract

Samples: Merger Agreement (Carey Watermark Investors 2 Inc)

SEC Documents; Financial Statements; Internal Controls; Off Balance Sheet Arrangements. Investment Company Act; Anti-Corruption Laws. (a) ~~CCPT V~~ REIT I has timely filed with, or furnished (on a publicly available basis) to to, the ~~SEC,~~ SEC all forms, documents~~, certifications~~, statements, schedules and reports required to be filed ~~or furnished~~ by ~~CCPT V under~~ REIT I with the ~~Exchange Act or the Securities Act~~ SEC (together with all certifications required pursuant to the Xxxxxxxx-Xxxxx Act of ~~2002~~ 2002, as amended, and the rules and regulations promulgated thereunder (the “Xxxxxxxx-Xxxxx Act”)) since January 1, ~~2018~~ 2017 (the forms, documents, ~~certifications, statements, schedules,~~ statements and reports ~~(including the financial statements referenced in Section 4.5(e))~~ filed with the SEC since January 1, ~~2018, including~~ 2017 and those filed with the SEC since the date of this Agreement, if any, including any amendments thereto, the “~~CCPT V~~ REIT I SEC Documents”)~~. (b)~~ . As of their respective filing ~~dates~~dates (or the date of their most recent amendment, supplement or modification, in each case, to the extent filed and publicly available prior to the date of this Agreement), the ~~CCPT V~~ REIT I SEC Documents (i) complied, or with respect to ~~CCPT V~~ REIT I SEC Documents filed after the date hereof, will comply, in all material respects with the requirements of the Securities Act or the Exchange Act, as the case may be, ~~and~~ the Xxxxxxxx-Xxxxx ~~Act~~Act and the applicable rules and regulations of the SEC thereunder, and (ii) did not, or with respect to ~~CCPT V~~ REIT I SEC Documents filed after the date hereof, will not, contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements made therein, in light of the circumstances under which they were made, not misleading, except to the extent such statements have been modified or superseded by later REIT I SEC Documents filed and publicly available prior to the date of this Agreement. None of the ~~CCPT V~~ REIT I SEC Documents is, to the Knowledge of ~~CCPT V~~REIT I, the subject of ongoing SEC review ~~or threatened review,~~ and ~~CCPT V~~ REIT I does not have any outstanding and unresolved comments from the SEC with respect to any ~~CCPT V~~ REIT I SEC Documents. None of the ~~CCPT V~~ REIT I SEC Documents is the subject of any confidential treatment request by ~~CCPT V.~~REIT I. (cb) ~~CCPT V~~ REIT I has made available to ~~CMFT~~ REIT II complete and correct copies of all written correspondence between the SEC, on ~~the~~ one hand, and ~~CCPT V~~REIT I, on the other hand, since ~~December 31~~January 1, ~~2018~~2017. ~~No CCPT V Subsidiary is separately subject to the periodic reporting requirements of Section 13(a) or Section 15(d) of the Exchange Act. (d)~~ At all applicable times, ~~CCPT V~~ REIT I has complied in all material respects with the applicable provisions of the Xxxxxxxx-Xxxxx Act. (ec) The consolidated audited and unaudited financial statements of ~~CCPT V~~ REIT I and the ~~CCPT V~~ REIT I Subsidiaries included, or incorporated by reference, in the ~~CCPT V~~ REIT I SEC Documents, including the related notes and ~~schedules~~schedules (as amended, supplemented or modified by later REIT I SEC Documents, in each case, to the extent filed and publicly available prior to the date of this Agreement), (i) have been or will be, as the case may be, prepared ~~from~~ from, are in accordance with, and accurately reflect the books and records of ~~CCPT V~~ REIT I and ~~CCPT V~~ REIT I Subsidiaries in all material respects, (ii) complied or will comply, as the case may be, as of their respective dates in all material respects with the then-applicable accounting requirements of the Securities Act and the Exchange ~~Act~~Act and the published rules and regulations of the SEC with respect thereto, (iii) have been or will be, as the case may be, prepared in accordance with 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 financial statements, for normal and recurring year-end adjustments and as may be permitted by the SEC on Form 10-Q Q, Form 8-K, Regulation S-X or any successor or like form or rule under the Exchange Act, which such adjustments are not, ~~individually or~~ in the aggregate, material to ~~CCPT V~~REIT I) and (iv) fairly present~~, or will fairly present, as the case may be~~, in all material respects (subject, in the case of unaudited financial statements, for normal and recurring year-end adjustments, none of which is material~~, individually or in the aggregate~~), the consolidated financial position of ~~CCPT V~~ REIT I and the ~~CCPT V~~ REIT I Subsidiaries, taken as a whole, as of their respective dates and the consolidated statements of ~~operations, comprehensive~~ income ~~(loss), stockholders’ equity~~ and the consolidated cash flows of ~~CCPT V~~ REIT I and the ~~CCPT V~~ REIT I Subsidiaries for the periods presented therein.. There are no internal investigations, any SEC inquiries or investigations or other governmental inquiries or investigations pending or, to the Knowledge of REIT I, threatened, in each case regarding any accounting practices of REIT I. (fd) Since January 1, 2017, (A) ~~CCPT V maintains~~ REIT I has designed and maintained disclosure controls and procedures (as defined in Rules 13a-15(e) and 15d-15(e) under the Exchange Act) ~~that are designed~~ to ensure that material information required to be disclosed by ~~CCPT V~~ REIT I in the reports that it files or ~~furnishes~~ submits under the Exchange Act is recorded, processed, summarized and reported within the time periods specified in the SEC’s rules and forms and is accumulated and communicated to ~~CCPT V~~REIT I’s management as appropriate to allow timely decisions regarding required ~~disclosure and to make the certifications of the Chief Executive Officer and Chief Financial Officer of CCPT V required under the Exchange Act with respect to such reports~~disclosure, and (B) to the Knowledge of REIT I, such disclosure controls and procedures are effective in timely alerting ~~CCPT V~~REIT I’s ~~principal executive officer and principal financial officer~~ management to material information required to be included in ~~CCPT V~~REIT I’s periodic reports required under the Exchange ~~Act~~Act (if REIT I was required to file such reports). ~~CCPT V~~ REIT I and ~~CCPT V~~ REIT I Subsidiaries have designed and maintained a system of internal control over financial reporting (as defined in Rule 13a-15(f) and 15d-15(f) under the Exchange Act) ~~reasonably designed~~ sufficient to provide reasonable assurances (i) regarding the reliability of financial reporting and the preparation of financial statements in accordance with GAAP, (ii) that transactions are executed in accordance with management’s general or specific authorizations, (iii) that ~~transactions are recorded as necessary to permit preparation of financial statements and to maintain asset accountability, (iv) that~~ access to assets is permitted only in accordance with management’s general or specific ~~authorizations,~~ authorization and (viv) that the recorded accountability for assets is compared with the existing assets at reasonable intervals and appropriate action is taken with respect to any ~~differences and (vi) that accounts~~differences. Since December 31, ~~notes and other receivables and inventory are recorded accurately~~2018, ~~and proper and adequate procedures are implemented~~ REIT I has not received any notification of a “material weakness” in REIT I’s internal controls. For purposes of this Agreement, the term “material weakness” shall have the meaning assigned to it in Release 2004-001 of the Public Company Accounting Oversight Board, as in effect ~~the collection thereof~~ on a current and timely basis. CCPT V has disclosed to CCPT V’s auditors and audit committee (and made summaries of such disclosures available to CMFT), based on the most recent evaluation by its Chief Executive Officer and its Chief Financial Officer prior to the date of this Agreement, (A) any significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect in any material respect CCPT V’s ability to record, process, summarize and report financial information and (B) any fraud, whether or not material, that involves management or other employees who have a significant role in internal control over financial reporting. (ge) ~~CCPT V is not, and none of the CCPT V Subsidiaries is, a party to, and neither CCPT V~~ Neither REIT I nor any CCPT V Subsidiary has any commitment to become a party to, any joint venture, off-balance sheet partnership or any similar Contract or arrangement, including any Contract relating to any transaction or relationship between or among CCPT V and any CCPT V Subsidiary, on the one hand, and any unconsolidated Affiliate of CCPT V or any CCPT V Subsidiary, including any structured finance, special purpose or limited purpose entity or Person, on the other hand, or any “off-balance sheet arrangements” (as defined in Item 303(a) of Regulation S-K of the SEC), where the result, purpose or effect of such Contract is to avoid disclosure of any material transaction involving, or material liabilities of, CCPT V, any CCPT V Subsidiary or CCPT V’s or such CCPT V Subsidiary’s audited financial statements or other CCPT V SEC Documents. (h) Neither CCPT V nor any CCPT V REIT I Subsidiary is required to be registered as an investment company under the Investment Company Act. (i) CCPT V and CCPT V Subsidiaries (including in each case any of their officers and directors) have complied and are in compliance with applicable Anti-Corruption Laws. Neither CCPT V nor any CCPT V Subsidiary nor, to the Knowledge of CCPT V, any director, officer or Representative of CCPT V or any CCPT V Subsidiary has (i) used any corporate funds for any unlawful contributions, gifts, entertainment or other unlawful expenses related to political activity, (ii) made, taken or will take any action in furtherance of any direct or indirect unlawful payment, promise to pay or authorization or approval of the payment or giving of money, property or gifts of anything of value, directly or indirectly to any foreign or domestic government official or employee, (iii) made, offered or taken an act in furtherance of any direct or indirect unlawful bribe, rebate, payoff, kickback or other unlawful payment to any foreign or domestic government official or employee, (iv) made any payment to any customer, supplier or tenant, or to any officer, director, partner, employee or agent of any such customer, supplier or tenant, for the unlawful sharing of fees to any such customer, supplier or tenant or any such officer, director, partner, employee or agent for the unlawful rebating of charges, (v) engaged in any other unlawful reciprocal practice, or made any other unlawful payment or given any other unlawful consideration to any such customer, supplier or tenant or any such officer, director, partner, employee or agent of such customer, officer or tenant, or (vi) taken any action or made any omission in violation of any applicable Law governing imports into or exports from the United States or any foreign country, or relating to economic sanctions or embargoes, corrupt practices, money laundering, or compliance with unsanctioned foreign boycotts, in each case, in violation of any applicable Anti-Corruption Law. Neither CCPT V nor any CCPT V Subsidiary has received any written communication that alleges that CCPT V or any CCPT V Subsidiary, or any of their respective Representatives, is, or may be, in violation of, or has, or may have, any liability under, any Anti-Corruption Law.

Appears in 1 contract

Samples: Merger Agreement (Carey Watermark Investors 2 Inc)

SEC Documents; Financial Statements; Internal Controls; Off Balance Sheet Arrangements. Investment Company Act; Anti-Corruption Laws. (a) ~~CCPT V~~ REIT II has timely filed with, or furnished (on a publicly available basis) to to, the ~~SEC,~~ SEC all forms, documents~~, certifications~~, statements, schedules and reports required to be filed ~~or furnished~~ by ~~CCPT V~~ REIT II under the Exchange Act or the Securities Act (together with all certifications required pursuant to the Xxxxxxxx-Xxxxx Act ~~of 2002 (the “Xxxxxxxx-Xxxxx Act”))~~ since ~~January 1~~December 31, ~~2018~~ 2016 (the forms, documents, ~~certifications, statements, schedules,~~ statements and reports ~~(including the financial statements referenced in Section 4.5(e))~~ filed with the SEC since ~~January 1~~December 31, ~~2018, including~~ 2016 and those filed with the SEC since the date of this Agreement, if any, including any amendments thereto, the “~~CCPT V~~ REIT II SEC Documents”)~~. (b)~~ . As of their respective filing ~~dates~~dates (or the date of their most recent amendment, supplement or modification, in each case, to the extent filed and publicly available prior to the date of this Agreement), the ~~CCPT V~~ REIT II SEC Documents (i) complied, or with respect to ~~CCPT V~~ REIT II SEC Documents filed after the date hereof, will comply, in all material respects with the requirements of the Securities Act or the Exchange Act, as the case may be, ~~and~~ the Xxxxxxxx-Xxxxx ~~Act~~Act and the applicable rules and regulations of the SEC thereunder, and (ii) did not, or with respect to ~~CCPT V~~ REIT II SEC Documents filed after the date hereof, will not, contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements made therein, in light of the circumstances under which they were made, not misleading. None of the ~~CCPT V~~ REIT II SEC Documents is, to the Knowledge of ~~CCPT V~~REIT II, the subject of ongoing SEC review ~~or threatened review,~~ and ~~CCPT V~~ REIT II does not have any outstanding and unresolved comments from the SEC with respect to any ~~CCPT V~~ REIT II SEC Documents. There are no internal investigations, any SEC inquiries or investigations or other governmental inquiries or investigations pending or, to the Knowledge of REIT II, threatened. None of the ~~CCPT V~~ REIT II SEC Documents is the subject of any confidential treatment request by ~~CCPT V.~~REIT II. (cb) ~~CCPT V~~ REIT II has made available to ~~CMFT~~ REIT I complete and correct copies of all written correspondence between the SEC, on ~~the~~ one hand, and ~~CCPT V~~REIT II, on the other hand, since December 31, ~~2018~~2016. ~~No CCPT V Subsidiary is separately subject to the periodic reporting requirements of Section 13(a) or Section 15(d) of the Exchange Act. (d)~~ At all applicable times, ~~CCPT V~~ REIT II has complied in all material respects with the applicable provisions of the Xxxxxxxx-Xxxxx Act. (ec) The consolidated audited and unaudited financial statements of ~~CCPT V~~ REIT II and the ~~CCPT V~~ REIT II Subsidiaries included, or incorporated by reference, in the ~~CCPT V~~ REIT II SEC Documents, including the related notes and ~~schedules~~schedules (as amended, supplemented or modified by later REIT II SEC Documents, in each case, to the extent filed and publicly available prior to the date of this Agreement), (i) have been or will be, as the case may be, prepared ~~from~~ from, are in accordance with, and accurately reflect the books and records of ~~CCPT V~~ REIT II and ~~CCPT V~~ REIT II Subsidiaries in all material respects, (ii) complied or will comply, as the case may be, as of their respective dates in all material respects with the then-applicable accounting requirements of the Securities Act and the Exchange ~~Act~~Act and the published rules and regulations of the SEC with respect thereto, (iii) have been or will be, as the case may be, prepared in accordance with 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 financial statements, for normal and recurring year-end adjustments and as may be permitted by the SEC on Form 10-Q Q, Form 8-K, Regulation S-X or any successor or like form under the Exchange Act, which such adjustments are not, ~~individually or~~ in the aggregate, material to ~~CCPT V~~REIT II) and (iv) fairly present~~, or will fairly present, as the case may be~~, in all material respects (subject, in the case of unaudited financial statements, for normal and recurring year-end adjustments, none of which is material~~, individually or in the aggregate~~), the consolidated financial position of ~~CCPT V~~ REIT II and the ~~CCPT V~~ REIT II Subsidiaries, taken as a whole, as of their respective dates and the consolidated statements of operations, ~~comprehensive income (loss),~~ stockholders’ equity and cash flows of ~~CCPT V~~ REIT II and the ~~CCPT V~~ REIT II Subsidiaries for the periods presented therein. There are no internal investigations, any SEC inquiries or investigations or other governmental inquiries or investigations pending or, to the Knowledge of REIT II, threatened, in each case regarding any accounting practices of REIT II. (fd) Since December 31, 2016, (A) ~~CCPT V maintains~~ REIT II has designed and maintained disclosure controls and procedures (as defined in Rules 13a-15(e) and 15d-15(e) under the Exchange Act) ~~that are designed~~ to ensure that material information required to be disclosed by ~~CCPT V~~ REIT II in the reports that it files or furnishes under the Exchange Act is recorded, processed, summarized and reported within the time periods specified in the SEC’s rules and forms and is accumulated and communicated to ~~CCPT V~~REIT II’s management as appropriate to allow timely decisions regarding required disclosure and to make the certifications of the Chief Executive Officer and Chief Financial Officer of ~~CCPT V~~ REIT II required under the Exchange Act with respect to such reports, and (B) such disclosure controls and procedures are effective in timely alerting ~~CCPT V~~REIT II’s ~~principal executive officer and principal financial officer~~ management to material information required to be included in ~~CCPT V~~REIT II’s periodic reports required under the Exchange ~~Act~~Act (if REIT II was required to file such reports). ~~CCPT V~~ REIT II and ~~CCPT V~~ REIT II Subsidiaries have designed and maintained a system of internal control over financial reporting (as defined in Rule 13a-15(f) and 15d-15(f) under the Exchange Act) ~~reasonably designed~~ sufficient to provide reasonable assurances (i) regarding the reliability of financial reporting and the preparation of financial statements in accordance with GAAP, (ii) that transactions are executed in accordance with management’s general or specific authorizations, (iii) that transactions are recorded as necessary to permit preparation of financial statements and to maintain asset accountability, (iv) that access to assets is permitted only in accordance with management’s general or specific ~~authorizations~~authorization, (v) that the recorded accountability for assets is compared with the existing assets at reasonable intervals and appropriate action is taken with respect to any differences and (vi) ~~that~~ accounts, notes and other receivables and inventory are recorded accurately, and proper and adequate procedures are implemented to effect the collection thereof on a current and timely basis. ~~CCPT V~~ REIT II has disclosed to ~~CCPT V~~REIT II’s auditors and audit committee (and made summaries of such disclosures available to ~~CMFT), based on the most recent evaluation by its Chief Executive Officer and its Chief Financial Officer prior to the date of this Agreement,~~ REIT I) (A1) any significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect in any material respect ~~CCPT V~~REIT II’s ability to record, process, summarize and report financial information and (B2) any fraud, to the Knowledge of REIT II, whether or not material, that involves management or other employees who have a significant role in internal control over financial reporting. (ge) ~~CCPT V~~ REIT II is ~~not,~~ not and none of the ~~CCPT V~~ REIT II Subsidiaries isare, a party to, and ~~neither CCPT V~~ none of REIT II nor any ~~CCPT V~~ REIT II Subsidiary has any commitment to become a party to, any joint venture, off-balance sheet partnership or any similar ~~Contract or arrangement~~Contract, including any Contract relating to any transaction or relationship between or among ~~CCPT V~~ REIT II and any ~~CCPT V~~ REIT II Subsidiary, on the one hand, and any unconsolidated Affiliate of ~~CCPT V~~ REIT II or any ~~CCPT V~~ REIT II Subsidiary, including any structured finance, special purpose or limited purpose entity or Person, on the other hand, or any “off-balance sheet arrangements” (as defined in Item 303(a) of Regulation S-K of the SEC), where the result, purpose or effect of such Contract is to avoid disclosure of any material transaction involving, or material liabilities of, ~~CCPT V~~REIT II, any ~~CCPT V~~ REIT II Subsidiary or ~~CCPT V~~REIT II’s or such ~~CCPT V~~ REIT II Subsidiary’s audited financial statements or other ~~CCPT V~~ REIT II SEC Documents. (hf) Neither ~~CCPT V~~ REIT II nor any ~~CCPT V~~ REIT II Subsidiary is required to be registered as an investment company under the Investment Company Act. (ig) ~~CCPT V and CCPT V Subsidiaries (including in each case any of their officers and directors) have complied and are in compliance with applicable Anti-Corruption Laws.~~ Neither ~~CCPT V~~ REIT II nor any ~~CCPT V~~ REIT II Subsidiary nor, to the Knowledge of ~~CCPT V~~REIT II, any director, officer or Representative of ~~CCPT V~~ REIT II or any ~~CCPT V~~ REIT II Subsidiary has (i) used any corporate funds for any unlawful contributions, gifts, entertainment or other unlawful expenses related to political activity, (ii) ~~made, taken or will take~~ made any ~~action in furtherance of any direct or indirect~~ unlawful ~~payment, promise to pay or authorization or approval of the~~ payment ~~or giving of money, property or gifts of anything of value, directly or indirectly~~ to any foreign or domestic government official or ~~employee,~~ employee or (iii) ~~made, offered or taken an act in furtherance of~~ made any ~~direct or indirect~~ unlawful bribe, rebate, payoff, kickback or other unlawful payment to any foreign or domestic government official or employee, (iv) made any payment to any customer, supplier or tenant, or to any officer, director, partner, employee or agent of any such customer, supplier or tenant, for the unlawful sharing of fees to any such customer, supplier or tenant or any such officer, director, partner, employee or agent for the unlawful rebating of charges, (v) engaged in any other unlawful reciprocal practice, or made any other unlawful payment or given any other unlawful consideration to any such customer, supplier or tenant or any such officer, director, partner, employee or agent of such customer, officer or tenant, or (vi) taken any action or made any omission in violation of any applicable Law governing imports into or exports from the United States or any foreign country, or relating to economic sanctions or embargoes, corrupt practices, money laundering, or compliance with unsanctioned foreign boycotts, in each case, in violation in any material respect of any applicable Anti-Corruption Law. Neither ~~CCPT V~~ REIT II nor any ~~CCPT V~~ REIT II Subsidiary has received any written communication that alleges that ~~CCPT V~~ REIT II or any ~~CCPT V~~ REIT II Subsidiary, or any of their respective Representatives, is, or may be, in violation of, or has, or may have, any liability under, any Anti-Corruption Law.

Appears in 1 contract

Samples: Merger Agreement (Resource Real Estate Opportunity REIT II, Inc.)

SEC Documents; Financial Statements; Internal Controls; Off Balance Sheet Arrangements. Investment Company Act; Anti-Corruption Laws. (a) ~~CCPT V~~ REIT II has timely filed with, or furnished (on a publicly available basis) to the SEC, all forms, documents, certifications, statements, ~~schedules~~ schedules, registration statements, prospectuses, reports and ~~reports~~ exhibits required to be filed or furnished by ~~CCPT V~~ REIT I under the Exchange Act or the Securities Act (together with all certifications required pursuant to the Xxxxxxxx-Xxxxx ~~Act of 2002 (the “Xxxxxxxx-Xxxxx~~ Act”)) since January 1, ~~2018~~ 2016, (the forms, documents, ~~certifications, statements, schedules, reports (including the~~ financial statements ~~referenced in Section 4.5(e))~~ and reports filed with the SEC since January 1, ~~2018~~2016, ~~including~~ and those filed with the SEC since the date of this Agreement, if any, including any amendments thereto, the “~~CCPT V~~ REIT II SEC Documents”)~~. (b)~~ . REIT II has timely paid all fees due in connection with any REIT II SEC Document. As of their respective filing ~~dates~~dates (or the date of their most recent amendment, supplement or modification, in each case, to the extent filed and publicly available prior to the date of this Agreement), the ~~CCPT V~~ REIT II SEC Documents (i) complied, or with respect to ~~CCPT V~~ REIT II SEC Documents filed after the date hereof, will comply, in all material respects with the requirements of the Securities Act or the Exchange Act, as the case may be, ~~and~~ the Xxxxxxxx-Xxxxx ~~Act~~Act and the applicable rules and regulations of the SEC thereunder, and (ii) did not, or with respect to ~~CCPT V~~ REIT II SEC Documents filed after the date hereof, will not, contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements made therein, in light of the circumstances under which they were made, not misleading. None of the ~~CCPT V~~ REIT II SEC Documents is, to the Knowledge of ~~CCPT V~~REIT II, the subject of ongoing SEC review or threatened review, and ~~CCPT V~~ REIT II does not have any outstanding and unresolved comments from the SEC with respect to any ~~CCPT V~~ REIT II SEC Documents. There are no internal investigations, any SEC inquiries or investigations or other governmental inquiries or investigations pending or, to the Knowledge of REIT II, threatened. None of the ~~CCPT V~~ REIT II SEC Documents is the subject of any confidential treatment request by ~~CCPT V.~~REIT II. (cb) ~~CCPT V~~ REIT II has made available to ~~CMFT~~ REIT I complete and correct copies of all written correspondence between the SEC, on the one hand, and ~~CCPT V~~REIT II, on the other hand, since December 31, ~~2018~~2016. No ~~CCPT V~~ REIT II Subsidiary is separately subject to the periodic reporting requirements of Section 13(a) or Section 15(d) of the Exchange Act. (dc) At all applicable times, ~~CCPT V~~ REIT II has complied in all material respects with the applicable provisions of the Xxxxxxxx-Xxxxx ~~Act~~Act and the applicable rules and regulations thereunder, as amended from time to time. (ed) The consolidated audited and unaudited financial statements of ~~CCPT V~~ REIT II and the ~~CCPT V~~ REIT II Subsidiaries included, or incorporated by reference, in the ~~CCPT V~~ REIT II SEC Documents, including the related notes and ~~schedules~~schedules (as amended, supplemented or modified by later REIT II SEC Documents, in each case, to the extent filed and publicly available prior to the date of this Agreement), (i) have been or will be, as the case may be, prepared ~~from~~ from, are in accordance with, and accurately reflect the books and records of ~~CCPT V~~ REIT II and ~~CCPT V~~ REIT II Subsidiaries in all material respects, (ii) complied or will comply, as the case may be, as of their respective dates in all material respects with the then-applicable accounting requirements of the Securities Act and the Exchange ~~Act~~Act and the published rules and regulations of the SEC with respect thereto, (iii) have been or will be, as the case may be, prepared in accordance with 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 financial statements, for normal and recurring year-end adjustments and as may be permitted by the SEC on Form 10-Q Q, Form 8-K, Regulation S-X or any successor or like form or rule under the Exchange Act, which such adjustments are not, ~~individually or~~ in the aggregate, material to ~~CCPT V~~REIT II) and (iv) fairly present, or will fairly present, as the case may be, in all material respects (subject, in the case of unaudited financial statements, for normal and recurring year-end adjustments, none of which is material~~, individually or in the aggregate~~), the consolidated financial position of ~~CCPT V~~ REIT II and the ~~CCPT V~~ REIT II Subsidiaries, taken as a whole, as of their respective dates and the consolidated statements of operations, ~~comprehensive income (loss),~~ stockholders’ equity and cash flows of ~~CCPT V~~ REIT II and the ~~CCPT V~~ REIT II Subsidiaries for the periods presented therein. There are no internal investigations, any SEC inquiries or investigations or other governmental inquiries or investigations pending or, to the Knowledge of REIT II, threatened, in each case regarding any accounting practices of REIT II. (fe) Since December 31, 2015, (A) ~~CCPT V maintains~~ REIT II has designed and maintained disclosure controls and procedures (as defined in Rules 13a-15(e) and 15d-15(e) under the Exchange Act) that are ~~designed~~ effective to ensure that material information required to be disclosed by ~~CCPT V~~ REIT II in the reports that it files or furnishes under the Exchange Act is recorded, processed, summarized and reported within the time periods specified in the SEC’s rules and forms and is accumulated and communicated to ~~CCPT V~~REIT II’s management as appropriate to allow timely decisions regarding required disclosure and to make the certifications of the Chief Executive Officer and Chief Financial Officer of ~~CCPT V~~ REIT II required under the Exchange Act with respect to such reports, and (B) such disclosure controls and procedures are effective in timely alerting ~~CCPT V~~REIT II’s ~~principal executive officer and principal financial officer~~ management to material information required to be included in ~~CCPT V~~REIT II’s periodic reports required under the Exchange Act. ~~CCPT V~~ REIT II and ~~CCPT V~~ REIT II Subsidiaries have designed and maintained a system of internal control over financial reporting (as defined in Rule 13a-15(f) and 15d-15(f) under the Exchange Act) ~~reasonably designed~~ sufficient to provide reasonable assurances (i) regarding the reliability of financial reporting and the preparation of financial statements in accordance with GAAP, (ii) that transactions are executed in accordance with management’s general or specific authorizations, (iii) that transactions are recorded as necessary to permit preparation of financial statements and to maintain asset accountability, (iv) that access to assets is permitted only in accordance with management’s general or specific ~~authorizations~~authorization, (v) that the recorded accountability for assets is compared with the existing assets at reasonable intervals and appropriate action is taken with respect to any differences and (vi) ~~that~~ accounts, notes and other receivables and inventory are recorded accurately, and proper and adequate procedures are implemented to effect the collection thereof on a current and timely basis. ~~CCPT V~~ REIT II has disclosed to ~~CCPT V~~REIT II’s auditors and audit committee (~~and made summaries of such disclosures available to CMFT), based on the most recent evaluation by its Chief Executive Officer and its Chief Financial Officer prior to the date of this Agreement, (A~~1) any significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect ~~in any material respect CCPT V~~REIT II’s ability to record, process, summarize and report financial information and (B2) any fraud, whether or not material, that involves management or other employees who have a significant role in internal control over financial reporting. (gf) ~~CCPT V~~ REIT II is not, and none of the ~~CCPT V~~ REIT II Subsidiaries isare, a party to, and ~~neither CCPT V~~ none of REIT II nor any ~~CCPT V~~ REIT II Subsidiary has any commitment to become a party to, any joint venture, off-balance sheet partnership or any similar Contract or arrangement, including any Contract relating to any transaction or relationship between or among ~~CCPT V~~ REIT II and any ~~CCPT V~~ REIT II Subsidiary, on the one hand, and any unconsolidated Affiliate of ~~CCPT V~~ REIT II or any ~~CCPT V~~ REIT II Subsidiary, including any structured finance, special purpose or limited purpose entity or Person, on the other hand, or any “off-balance sheet arrangements” (as defined in Item 303(a) of Regulation S-K of the SEC), where the result, purpose or effect ~~of such Contract~~ is to avoid disclosure of any material transaction involving, or material liabilities of, ~~CCPT V~~REIT II, any ~~CCPT V~~ REIT II Subsidiary or ~~CCPT V~~REIT II’s or such ~~CCPT V~~ REIT II Subsidiary’s audited financial statements or other ~~CCPT V~~ REIT II SEC Documents. (hg) Neither ~~CCPT V~~ REIT II nor any ~~CCPT V~~ REIT II Subsidiary is required to be registered as an investment company under the Investment Company Act. (ih) ~~CCPT V~~ REIT II, REIT II Subsidiaries and ~~CCPT V Subsidiaries~~ their controlled Affiliates (including in each case any of their ~~officers and directors~~officers, directors or employees) have complied ~~and are in compliance~~ with ~~applicable~~ the Anti-Corruption ~~Laws~~Law. Neither ~~CCPT V~~ REIT II nor any ~~CCPT V~~ REIT II Subsidiary and their controlled Affiliates nor, to the Knowledge of ~~CCPT V~~REIT II, any director, officer or Representative of ~~CCPT V~~ REIT II or any ~~CCPT V~~ REIT II Subsidiary has (i) used any corporate funds for any unlawful contributions, gifts, entertainment or other unlawful expenses related to political activity, (ii) made, taken or will take any action in furtherance of any direct or indirect unlawful payment, promise to pay or authorization or approval of the payment or giving of money, property or gifts of anything of value, directly or indirectly to any foreign or domestic government official or employee, (iii) made, offered or taken an act in furtherance of any direct or indirect unlawful bribe, rebate, payoff, kickback or other unlawful payment to any foreign or domestic government official or employee, (iv) made any payment to any customer, supplier or tenant, or to any officer, director, partner, employee or agent of any such customer, supplier or tenant, for the unlawful sharing of fees to any such customer, supplier or tenant or any such officer, director, partner, employee or agent for the unlawful rebating of charges, (v) engaged in any other unlawful reciprocal practice, or made any other unlawful payment or given any other unlawful consideration to any such customer, supplier or tenant or any such officer, director, partner, employee or agent of such customer, officer or tenant, or (vi) taken any action or made any omission in violation of any applicable Law governing imports into or exports from the United States or any foreign country, or relating to economic sanctions or embargoes, corrupt practices, money laundering, or compliance with unsanctioned foreign boycotts, in each case, in violation in any material respect of any applicable Anti-Corruption Law. Neither ~~CCPT V~~ REIT II nor any ~~CCPT V~~ REIT II Subsidiary has received any written communication that alleges that ~~CCPT V~~ REIT II or any ~~CCPT V~~ REIT II Subsidiary, or any of their respective Representatives, is, or may be, in violation of, or has, or may have, any liability under, any Anti-Corruption Law.

Appears in 1 contract

Samples: Merger Agreement (Carter Validus Mission Critical REIT II, Inc.)

SEC Documents; Financial Statements; Internal Controls; Off Balance Sheet Arrangements. Investment Company Act; Anti-Corruption Laws. (a) ~~CCPT V~~ CCIT II has timely filed with, or furnished (on a publicly available basis) to the SEC, all forms, documents, certifications, statements, schedules and reports required to be filed or furnished by ~~CCPT V~~ CCIT II under the Exchange Act or the Securities Act (together with all certifications required pursuant to the Xxxxxxxx-Xxxxx Act of 2002 (the “Xxxxxxxx-Xxxxx Act”)) since January 1, 2018 (the forms, documents, certifications, statements, schedules, reports (including the financial statements referenced in Section 4.5(e)) filed with the SEC since January 1, 2018, including those filed with the SEC since the date of this Agreement, if any, including any amendments thereto, the “~~CCPT V~~ CCIT II SEC Documents”). (b) As of their respective filing dates, the ~~CCPT V~~ CCIT II SEC Documents (i) complied, or with respect to ~~CCPT V~~ CCIT II SEC Documents filed after the date hereof, will comply, in all material respects with the requirements of the Securities Act or the Exchange Act, as the case may be, and the Xxxxxxxx-Xxxxx Act, and (ii) did not, or with respect to ~~CCPT V~~ CCIT II SEC Documents filed after the date hereof, will not, contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements made therein, in light of the circumstances under which they were made, not misleading. None of the ~~CCPT V~~ CCIT II SEC Documents is, to the Knowledge of ~~CCPT V~~CCIT II, the subject of ongoing SEC review or threatened review, and ~~CCPT V~~ CCIT II does not have any outstanding and unresolved comments from the SEC with respect to any ~~CCPT V~~ CCIT II SEC Documents. None of the ~~CCPT V~~ CCIT II SEC Documents is the subject of any confidential treatment request by ~~CCPT V.~~CCIT II. (c) ~~CCPT V~~ CCIT II has made available to CMFT complete and correct copies of all written correspondence between the SEC, on the one hand, and ~~CCPT V~~CCIT II, on the other hand, since December 31, 2018. No ~~CCPT V~~ CCIT II Subsidiary is separately subject to the periodic reporting requirements of Section 13(a) or Section 15(d) of the Exchange Act. (d) At all applicable times, ~~CCPT V~~ CCIT II has complied in all material respects with the applicable provisions of the Xxxxxxxx-Xxxxx Act. (e) The consolidated audited and unaudited financial statements of ~~CCPT V~~ CCIT II and the ~~CCPT V~~ CCIT II Subsidiaries included, or incorporated by reference, in the ~~CCPT V~~ CCIT II SEC Documents, including the related notes and schedules, (i) have been or will be, as the case may be, prepared from the books and records of ~~CCPT V~~ CCIT II and ~~CCPT V~~ CCIT II Subsidiaries in all material respects, (ii) complied or will comply, as the case may be, as of their respective dates in all material respects with the then-applicable accounting requirements of the Securities Act and the Exchange Act, (iii) have been or will be, as the case may be, prepared in accordance with 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 financial statements, for normal and recurring year-end adjustments and as may be permitted by the SEC on Form 10-Q or any successor form under the Exchange Act, which such adjustments are not, individually or in the aggregate, material to ~~CCPT V~~CCIT II) and (iv) fairly present, or will fairly present, as the case may be, in all material respects (subject, in the case of unaudited financial statements, for normal and recurring year-end adjustments, none of which is material, individually or in the aggregate), the consolidated financial position of ~~CCPT V~~ CCIT II and the ~~CCPT V~~ CCIT II Subsidiaries, taken as a whole, as of their respective dates and the consolidated statements of operations, comprehensive income (loss), stockholders’ equity and cash flows of ~~CCPT V~~ CCIT II and the ~~CCPT V~~ CCIT II Subsidiaries for the periods presented therein. (f) (A) ~~CCPT V~~ CCIT II maintains disclosure controls and procedures (as defined in Rules 13a-15(e) and 15d-15(e) under the Exchange Act) that are designed to ensure that material information required to be disclosed by ~~CCPT V~~ CCIT II in the reports that it files or furnishes under the Exchange Act is recorded, processed, summarized and reported within the time periods specified in the SEC’s rules and forms and is accumulated and communicated to ~~CCPT V~~CCIT II’s management as appropriate to allow timely decisions regarding required disclosure and to make the certifications of the Chief Executive Officer and Chief Financial Officer of ~~CCPT V~~ CCIT II required under the Exchange Act with respect to such reports, and (B) such disclosure controls and procedures are effective in timely alerting ~~CCPT V~~CCIT II’s principal executive officer and principal financial officer to material information required to be included in ~~CCPT V~~CCIT II’s periodic reports required under the Exchange Act. ~~CCPT V~~ CCIT II and ~~CCPT V~~ CCIT II Subsidiaries have designed and maintained a system of internal control over financial reporting (as defined in Rule 13a-15(f) and 15d-15(f) under the Exchange Act) reasonably designed to provide reasonable assurances (i) regarding the reliability of financial reporting and the preparation of financial statements in accordance with GAAP, (ii) that transactions are executed in accordance with management’s general or specific authorizations, (iii) that transactions are recorded as necessary to permit preparation of financial statements and to maintain asset accountability, (iv) that access to assets is permitted only in accordance with management’s general or specific authorizations, (v) that the recorded accountability for assets is compared with the existing assets at reasonable intervals and appropriate action is taken with respect to any differences and (vi) that accounts, notes and other receivables and inventory are recorded accurately, and proper and adequate procedures are implemented to effect the collection thereof on a current and timely basis. ~~CCPT V~~ CCIT II has disclosed to ~~CCPT V~~CCIT II’s auditors and audit committee (and made summaries of such disclosures available to CMFT), based on the most recent evaluation by its Chief Executive Officer and its Chief Financial Officer prior to the date of this Agreement, (A) any significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect in any material respect ~~CCPT V~~CCIT II’s ability to record, process, summarize and report financial information and (B) any fraud, whether or not material, that involves management or other employees who have a significant role in internal control over financial reporting. (g) ~~CCPT V~~ CCIT II is not, and none of the ~~CCPT V~~ CCIT II Subsidiaries is, a party to, and neither ~~CCPT V~~ CCIT II nor any ~~CCPT V~~ CCIT II Subsidiary has any commitment to become a party to, any joint venture, off-balance sheet partnership or any similar Contract or arrangement, including any Contract relating to any transaction or relationship between or among ~~CCPT V~~ CCIT II and any ~~CCPT V~~ CCIT II Subsidiary, on the one hand, and any unconsolidated Affiliate of ~~CCPT V~~ CCIT II or any ~~CCPT V~~ CCIT II Subsidiary, including any structured finance, special purpose or limited purpose entity or Person, on the other hand, or any “off-balance sheet arrangements” (as defined in Item 303(a) of Regulation S-K of the SEC), where the result, purpose or effect of such Contract is to avoid disclosure of any material transaction involving, or material liabilities of, ~~CCPT V~~CCIT II, any ~~CCPT V~~ CCIT II Subsidiary or ~~CCPT V~~CCIT II’s or such ~~CCPT V~~ CCIT II Subsidiary’s audited financial statements or other ~~CCPT V~~ CCIT II SEC Documents. (h) Neither ~~CCPT V~~ CCIT II nor any ~~CCPT V~~ CCIT II Subsidiary is required to be registered as an investment company under the Investment Company Act. (i) ~~CCPT V~~ CCIT II and ~~CCPT V~~ CCIT II Subsidiaries (including in each case any of their officers and directors) have complied and are in compliance with applicable Anti-Corruption Laws. Neither ~~CCPT V~~ CCIT II nor any ~~CCPT V~~ CCIT II Subsidiary nor, to the Knowledge of ~~CCPT V~~CCIT II, any director, officer or Representative of ~~CCPT V~~ CCIT II or any ~~CCPT V~~ CCIT II Subsidiary has (i) used any corporate funds for any unlawful contributions, gifts, entertainment or other unlawful expenses related to political activity, (ii) made, taken or will take any action in furtherance of any direct or indirect unlawful payment, promise to pay or authorization or approval of the payment or giving of money, property or gifts of anything of value, directly or indirectly to any foreign or domestic government official or employee, (iii) made, offered or taken an act in furtherance of any direct or indirect unlawful bribe, rebate, payoff, kickback or other unlawful payment to any foreign or domestic government official or employee, (iv) made any payment to any customer, supplier or tenant, or to any officer, director, partner, employee or agent of any such customer, supplier or tenant, for the unlawful sharing of fees to any such customer, supplier or tenant or any such officer, director, partner, employee or agent for the unlawful rebating of charges, (v) engaged in any other unlawful reciprocal practice, or made any other unlawful payment or given any other unlawful consideration to any such customer, supplier or tenant or any such officer, director, partner, employee or agent of such customer, officer or tenant, or (vi) taken any action or made any omission in violation of any applicable Law governing imports into or exports from the United States or any foreign country, or relating to economic sanctions or embargoes, corrupt practices, money laundering, or compliance with unsanctioned foreign boycotts, in each case, in violation of any applicable Anti-Corruption Law. Neither ~~CCPT V~~ CCIT II nor any ~~CCPT V~~ CCIT II Subsidiary has received any written communication that alleges that ~~CCPT V~~ CCIT II or any ~~CCPT V~~ CCIT II Subsidiary, or any of their respective Representatives, is, or may be, in violation of, or has, or may have, any liability under, any Anti-Corruption Law.

Appears in 1 contract

Samples: Merger Agreement (Cole Office & Industrial REIT (CCIT II), Inc.)

SEC Documents; Financial Statements; Internal Controls; Off Balance Sheet Arrangements. Investment Company Act; Anti-Corruption Laws. (a) ~~CCPT V~~ XXXX III has timely filed with, or furnished (on a publicly available basis) to to, the ~~SEC,~~ SEC all forms, documents~~, certifications~~, statements, schedules and reports required to be filed ~~or furnished~~ by ~~CCPT V~~ XXXX III under the Exchange Act or the Securities Act (together with all certifications required pursuant to the Xxxxxxxx-Xxxxx Act of ~~2002~~ 2002, as amended, and the rules and regulations promulgated thereunder (the “Xxxxxxxx-Xxxxx Act”)) since ~~January 1~~December 31, 2018 (the forms, documents, ~~certifications, statements, schedules,~~ statements and reports ~~(including the financial statements referenced in Section 4.5(e))~~ filed with the SEC since ~~January 1~~December 31, ~~2018, including~~ 2018 and those filed with the SEC since the date of this Agreement, if any, including any amendments thereto, the “~~CCPT V~~ XXXX III SEC Documents”)~~. (b)~~ . As of their respective filing ~~dates~~dates (or the date of their most recent amendment, supplement or modification, in each case, to the extent filed and publicly available prior to the date of this Agreement), the ~~CCPT V~~ XXXX III SEC Documents (i) complied, or with respect to ~~CCPT V~~ XXXX III SEC Documents filed after the date hereof, will comply, in all material respects with the requirements of the Securities Act or the Exchange Act, as the case may be, ~~and~~ the Xxxxxxxx-Xxxxx ~~Act~~Act and the applicable rules and regulations of the SEC thereunder, and (ii) did not, or with respect to ~~CCPT V~~ XXXX III SEC Documents filed after the date hereof, will not, contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements made therein, in light of the circumstances under which they were made, not misleading. None of the ~~CCPT V~~ XXXX III SEC Documents is, to the Knowledge of ~~CCPT V~~XXXX III, the subject of ongoing SEC review ~~or threatened review,~~ and ~~CCPT V~~ XXXX III does not have any outstanding and unresolved comments from the SEC with respect to any ~~CCPT V~~ XXXX III SEC Documents. There are no internal investigations, any SEC inquiries or investigations or other governmental inquiries or investigations pending or, to the Knowledge of XXXX III, threatened. None of the ~~CCPT V~~ XXXX III SEC Documents is the subject of any confidential treatment request by ~~CCPT V.~~XXXX III. (cb) ~~CCPT V~~ Prior to the date hereof, XXXX III has made available to ~~CMFT~~ XXXX IV complete and correct copies of all written correspondence between the SEC, on ~~the~~ one hand, and ~~CCPT V~~XXXX III, on the other hand, since December 31, 2018. ~~No CCPT V Subsidiary is separately subject to the periodic reporting requirements of Section 13(a) or Section 15(d) of the Exchange Act. (d)~~ At all applicable times, ~~CCPT V~~ XXXX III has complied in all material respects with the applicable provisions of the Xxxxxxxx-Xxxxx Act. (ec) The consolidated audited and unaudited financial statements of ~~CCPT V~~ XXXX III and the ~~CCPT V~~ XXXX III Subsidiaries included, or incorporated by reference, in the ~~CCPT V~~ XXXX III SEC Documents, including the related notes and ~~schedules~~schedules (as amended, supplemented or modified by later XXXX III SEC Documents, in each case, to the extent filed and publicly available prior to the date of this Agreement), (i) have been or will be, as the case may be, prepared ~~from~~ from, are in accordance with, and accurately reflect the books and records of ~~CCPT V~~ XXXX III and ~~CCPT V~~ XXXX III Subsidiaries in all material respects, (ii) complied or will comply, as the case may be, as of their respective dates in all material respects with the then-applicable accounting requirements of the Securities Act and the Exchange ~~Act~~Act and the published rules and regulations of the SEC with respect thereto, (iii) have been or will be, as the case may be, prepared in accordance with 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 financial statements, for normal and recurring year-end adjustments and as may be permitted by the SEC on Form 10-Q Q, Form 8-K, Regulation S-X or any successor or like form under the Exchange Act, which such adjustments are not, ~~individually or~~ in the aggregate, material to ~~CCPT V~~XXXX III) and (iv) fairly present~~, or will fairly present, as the case may be~~, in all material respects (subject, in the case of unaudited financial statements, for normal and recurring year-end adjustments, none of which is material~~, individually or in the aggregate~~), the consolidated financial position of ~~CCPT V~~ XXXX III and the ~~CCPT V~~ XXXX III Subsidiaries, taken as a whole, as of their respective dates and the consolidated statements of operations, ~~comprehensive income (loss),~~ stockholders’ equity and cash flows of ~~CCPT V~~ XXXX III and the ~~CCPT V~~ XXXX III Subsidiaries for the periods presented therein. There are no internal investigations, any SEC inquiries or investigations or other governmental inquiries or investigations pending or, to the Knowledge of XXXX III, threatened, in each case regarding any accounting practices of XXXX III. (fd) Since December 31, 2018, (A) ~~CCPT V maintains~~ XXXX III has designed and maintained disclosure controls and procedures (as defined in Rules 13a-15(e) and 15d-15(e) under the Exchange Act) ~~that are designed~~ to ensure that material information required to be disclosed by ~~CCPT V~~ XXXX III in the reports that it files or furnishes under the Exchange Act is recorded, processed, summarized and reported within the time periods specified in the SEC’s rules and forms and is accumulated and communicated to ~~CCPT V~~XXXX III’s management as appropriate to allow timely decisions regarding required disclosure and to make the certifications of the Chief Executive Officer and Chief Financial Officer of ~~CCPT V~~ XXXX III required under the Exchange Act with respect to such reports, and (B) such disclosure controls and procedures are effective in timely alerting ~~CCPT V~~XXXX III’s ~~principal executive officer and principal financial officer~~ management to material information required to be included in ~~CCPT V~~XXXX III’s periodic reports required under the Exchange ~~Act~~Act (if XXXX III was required to file such reports). ~~CCPT V~~ XXXX III and ~~CCPT V~~ XXXX III Subsidiaries have designed and maintained a system of internal control over financial reporting (as defined in Rule 13a-15(f) and 15d-15(f) under the Exchange Act) ~~reasonably designed~~ sufficient to provide reasonable assurances (i) regarding the reliability of financial reporting and the preparation of financial statements in accordance with GAAP, (ii) that transactions are executed in accordance with management’s general or specific authorizations, (iii) that transactions are recorded as necessary to permit preparation of financial statements and to maintain asset accountability, (iv) that access to assets is permitted only in accordance with management’s general or specific ~~authorizations~~authorization, (v) that the recorded accountability for assets is compared with the existing assets at reasonable intervals and appropriate action is taken with respect to any differences and (vi) ~~that~~ accounts, notes and other receivables and inventory are recorded accurately, and proper and adequate procedures are implemented to effect the collection thereof on a current and timely basis. ~~CCPT V~~ XXXX III has disclosed to ~~CCPT V~~XXXX III’s auditors and audit committee (and made summaries of such disclosures available to ~~CMFT), based on the most recent evaluation by its Chief Executive Officer and its Chief Financial Officer prior to the date of this Agreement,~~ XXXX IV) (A1) any significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect in any material respect ~~CCPT V~~XXXX III’s ability to record, process, summarize and report financial information and (B2) any fraud, to the Knowledge of XXXX III, whether or not material, that involves management or other employees who have a significant role in internal control over financial reporting. (ge) ~~CCPT V~~ XXXX III is ~~not,~~ not and none of the ~~CCPT V~~ XXXX III Subsidiaries isare, a party to, and ~~neither CCPT V~~ none of XXXX III nor any ~~CCPT V~~ XXXX III Subsidiary has any commitment to become a party to, any joint venture, off-balance sheet partnership or any similar ~~Contract or arrangement~~Contract, including any Contract relating to any transaction or relationship between or among ~~CCPT V~~ XXXX III and any ~~CCPT V~~ XXXX III Subsidiary, on the one hand, and any unconsolidated Affiliate of ~~CCPT V~~ XXXX III or any ~~CCPT V~~ XXXX III Subsidiary, including any structured finance, special purpose or limited purpose entity or Person, on the other hand, or any “off-balance sheet arrangements” (as defined in Item 303(a) of Regulation S-K of the SEC), where the result, purpose or effect of such Contract is to avoid disclosure of any material transaction involving, or material liabilities of, ~~CCPT V~~XXXX III, any ~~CCPT V~~ XXXX III Subsidiary or ~~CCPT V~~XXXX III’s or such ~~CCPT V~~ XXXX III Subsidiary’s audited financial statements or other ~~CCPT V~~ XXXX III SEC Documents. (hf) Neither ~~CCPT V~~ XXXX III nor any ~~CCPT V~~ XXXX III Subsidiary is required to be registered as an investment company under the Investment Company Act. (ig) ~~CCPT V and CCPT V Subsidiaries (including in each case any of their officers and directors) have complied and are in compliance with applicable Anti-Corruption Laws.~~ Neither ~~CCPT V~~ XXXX III nor any ~~CCPT V~~ XXXX III Subsidiary nor, to the Knowledge of ~~CCPT V~~XXXX III, any director, officer or Representative of ~~CCPT V~~ XXXX III or any ~~CCPT V~~ XXXX III Subsidiary has (i) used any corporate funds for any unlawful contributions, gifts, entertainment or other unlawful expenses related to political activity, (ii) ~~made, taken or will take~~ made any ~~action in furtherance of any direct or indirect~~ unlawful ~~payment, promise to pay or authorization or approval of the~~ payment ~~or giving of money, property or gifts of anything of value, directly or indirectly~~ to any foreign or domestic government official or ~~employee,~~ employee or (iii) ~~made, offered or taken an act in furtherance of~~ made any ~~direct or indirect~~ unlawful bribe, rebate, payoff, kickback or other unlawful payment to any foreign or domestic government official or employee, (iv) made any payment to any customer, supplier or tenant, or to any officer, director, partner, employee or agent of any such customer, supplier or tenant, for the unlawful sharing of fees to any such customer, supplier or tenant or any such officer, director, partner, employee or agent for the unlawful rebating of charges, (v) engaged in any other unlawful reciprocal practice, or made any other unlawful payment or given any other unlawful consideration to any such customer, supplier or tenant or any such officer, director, partner, employee or agent of such customer, officer or tenant, or (vi) taken any action or made any omission in violation of any applicable Law governing imports into or exports from the United States or any foreign country, or relating to economic sanctions or embargoes, corrupt practices, money laundering, or compliance with unsanctioned foreign boycotts, in each case, in violation in any material respect of any applicable Anti-Corruption Law. Neither ~~CCPT V~~ XXXX III nor any ~~CCPT V~~ XXXX III Subsidiary has received any written communication that alleges that ~~CCPT V~~ XXXX III or any ~~CCPT V~~ XXXX III Subsidiary, or any of their respective Representatives, is, or may be, in violation of, or has, or may have, any liability under, any Anti-Corruption Law.

Appears in 1 contract

Samples: Merger Agreement (Griffin-American Healthcare REIT IV, Inc.)

SEC Documents; Financial Statements; Internal Controls; Off Balance Sheet Arrangements. Investment Company Act; Anti-Corruption Laws. (a) ~~CCPT V~~ CCIT II has timely filed with, or furnished (on a publicly available basis) to the SEC, all forms, documents, certifications, statements, schedules and reports required to be filed or furnished by ~~CCPT V~~ CCIT II under the Exchange Act or the Securities Act (together with all certifications required pursuant to the Xxxxxxxx-Xxxxx Act of 2002 (the “Xxxxxxxx-Xxxxx Act”)) since January 1, 2018 (the forms, documents, certifications, statements, schedules, reports (including the financial statements referenced in Section 4.5(e)) filed with the SEC since January 1, 2018, including those filed with the SEC since the date of this Agreement, if any, including any amendments thereto, the “~~CCPT V~~ CCIT II SEC Documents”). (b) As of their respective filing dates, the ~~CCPT V~~ CCIT II SEC Documents (i) complied, or with respect to ~~CCPT V~~ CCIT II SEC Documents filed after the date hereof, will comply, in all material respects with the requirements of the Securities Act or the Exchange Act, as the case may be, and the Xxxxxxxx-Xxxxx Act, and (ii) did not, or with respect to ~~CCPT V~~ CCIT II SEC Documents filed after the date hereof, will not, contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements made therein, in light of the circumstances under which they were made, not misleading. None of the ~~CCPT V~~ CCIT II SEC Documents is, to the Knowledge of ~~CCPT V~~CCIT II, the subject of ongoing SEC review or threatened review, and ~~CCPT V~~ CCIT II does not have any outstanding and unresolved comments from the SEC with respect to any ~~CCPT V~~ CCIT II SEC Documents. None of the ~~CCPT V~~ CCIT II SEC Documents is the subject of any confidential treatment request by ~~CCPT V.~~CCIT II. (c) ~~CCPT V~~ CCIT II has made available to ~~CMFT~~ GCEAR complete and correct copies of all written correspondence between the SEC, on the one hand, and ~~CCPT V~~CCIT II, on the other hand, since December 31, 2018. No ~~CCPT V~~ CCIT II Subsidiary is separately subject to the periodic reporting requirements of Section 13(a) or Section 15(d) of the Exchange Act. (d) At all applicable times, ~~CCPT V~~ CCIT II has complied in all material respects with the applicable provisions of the Xxxxxxxx-Xxxxx Act. (e) The consolidated audited and unaudited financial statements of ~~CCPT V~~ CCIT II and the ~~CCPT V~~ CCIT II Subsidiaries included, or incorporated by reference, in the ~~CCPT V~~ CCIT II SEC Documents, including the related notes and schedules, (i) have been or will be, as the case may be, prepared from the books and records of ~~CCPT V~~ CCIT II and ~~CCPT V~~ CCIT II Subsidiaries in all material respects, (ii) complied or will comply, as the case may be, as of their respective dates in all material respects with the then-applicable accounting requirements of the Securities Act and the Exchange Act, (iii) have been or will be, as the case may be, prepared in accordance with 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 financial statements, for normal and recurring year-end adjustments and as may be permitted by the SEC on Form 10-Q or any successor form under the Exchange Act, which such adjustments are not, individually or in the aggregate, material to ~~CCPT V~~CCIT II) and (iv) fairly present, or will fairly present, as the case may be, in all material respects (subject, in the case of unaudited financial statements, for normal and recurring year-end adjustments, none of which is material, individually or in the aggregate), the consolidated financial position of ~~CCPT V~~ CCIT II and the ~~CCPT V~~ CCIT II Subsidiaries, taken as a whole, as of their respective dates and the consolidated statements of operations, comprehensive income (loss), stockholders’ equity and cash flows of ~~CCPT V~~ CCIT II and the ~~CCPT V~~ CCIT II Subsidiaries for the periods presented therein. (f) (A) ~~CCPT V~~ CCIT II maintains disclosure controls and procedures (as defined in Rules 13a-15(e) and 15d-15(e) under the Exchange Act) that are designed to ensure that material information required to be disclosed by ~~CCPT V~~ CCIT II in the reports that it files or furnishes under the Exchange Act is recorded, processed, summarized and reported within the time periods specified in the SEC’s rules and forms and is accumulated and communicated to ~~CCPT V~~CCIT II’s management as appropriate to allow timely decisions regarding required disclosure and to make the certifications of the Chief Executive Officer and Chief Financial Officer of ~~CCPT V~~ CCIT II required under the Exchange Act with respect to such reports, and (B) such disclosure controls and procedures are effective in timely alerting ~~CCPT V~~CCIT II’s principal executive officer and principal financial officer to material information required to be included in ~~CCPT V~~CCIT II’s periodic reports required under the Exchange Act. ~~CCPT V~~ CCIT II and ~~CCPT V~~ CCIT II Subsidiaries have designed and maintained a system of internal control over financial reporting (as defined in Rule 13a-15(f) and 15d-15(f) under the Exchange Act) reasonably designed to provide reasonable assurances (i) regarding the reliability of financial reporting and the preparation of financial statements in accordance with GAAP, (ii) that transactions are executed in accordance with management’s general or specific authorizations, (iii) that transactions are recorded as necessary to permit preparation of financial statements and to maintain asset accountability, (iv) that access to assets is permitted only in accordance with management’s general or specific authorizations, (v) that the recorded accountability for assets is compared with the existing assets at reasonable intervals and appropriate action is taken with respect to any differences and (vi) that accounts, notes and other receivables and inventory are recorded accurately, and proper and adequate procedures are implemented to effect the collection thereof on a current and timely basis. ~~CCPT V~~ CCIT II has disclosed to ~~CCPT V~~CCIT II’s auditors and audit committee (and made summaries of such disclosures available to ~~CMFT~~GCEAR), based on the most recent evaluation by its Chief Executive Officer and its Chief Financial Officer prior to the date of this Agreement, (A) any significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect in any material respect ~~CCPT V~~CCIT II’s ability to record, process, summarize and report financial information and (B) any fraud, whether or not material, that involves management or other employees who have a significant role in internal control over financial reporting. (g) ~~CCPT V~~ CCIT II is not, and none of the ~~CCPT V~~ CCIT II Subsidiaries is, a party to, and neither ~~CCPT V~~ CCIT II nor any ~~CCPT V~~ CCIT II Subsidiary has any commitment to become a party to, any joint venture, off-balance sheet partnership or any similar Contract or arrangement, including any Contract relating to any transaction or relationship between or among ~~CCPT V~~ CCIT II and any ~~CCPT V~~ CCIT II Subsidiary, on the one hand, and any unconsolidated Affiliate of ~~CCPT V~~ CCIT II or any ~~CCPT V~~ CCIT II Subsidiary, including any structured finance, special purpose or limited purpose entity or Person, on the other hand, or any “off-balance sheet arrangements” (as defined in Item 303(a) of Regulation S-K of the SEC), where the result, purpose or effect of such Contract is to avoid disclosure of any material transaction involving, or material liabilities of, ~~CCPT V~~CCIT II, any ~~CCPT V~~ CCIT II Subsidiary or ~~CCPT V~~CCIT II’s or such ~~CCPT V~~ CCIT II Subsidiary’s audited financial statements or other ~~CCPT V~~ CCIT II SEC Documents. (h) Neither ~~CCPT V~~ CCIT II nor any ~~CCPT V~~ CCIT II Subsidiary is required to be registered as an investment company under the Investment Company Act. (i) ~~CCPT V~~ CCIT II and ~~CCPT V~~ CCIT II Subsidiaries (including in each case any of their officers and directors) have complied and are in compliance with applicable Anti-Corruption Laws. Neither ~~CCPT V~~ CCIT II nor any ~~CCPT V~~ CCIT II Subsidiary nor, to the Knowledge of ~~CCPT V~~CCIT II, any director, officer or Representative of ~~CCPT V~~ CCIT II or any ~~CCPT V~~ CCIT II Subsidiary has (i) used any corporate funds for any unlawful contributions, gifts, entertainment or other unlawful expenses related to political activity, (ii) made, taken or will take any action in furtherance of any direct or indirect unlawful payment, promise to pay or authorization or approval of the payment or giving of money, property or gifts of anything of value, directly or indirectly to any foreign or domestic government official or employee, (iii) made, offered or taken an act in furtherance of any direct or indirect unlawful bribe, rebate, payoff, kickback or other unlawful payment to any foreign or domestic government official or employee, (iv) made any payment to any customer, supplier or tenant, or to any officer, director, partner, employee or agent of any such customer, supplier or tenant, for the unlawful sharing of fees to any such customer, supplier or tenant or any such officer, director, partner, employee or agent for the unlawful rebating of charges, (v) engaged in any other unlawful reciprocal practice, or made any other unlawful payment or given any other unlawful consideration to any such customer, supplier or tenant or any such officer, director, partner, employee or agent of such customer, officer or tenant, or (vi) taken any action or made any omission in violation of any applicable Law governing imports into or exports from the United States or any foreign country, or relating to economic sanctions or embargoes, corrupt practices, money laundering, or compliance with unsanctioned foreign boycotts, in each case, in violation of any applicable Anti-Corruption Law. Neither ~~CCPT V~~ CCIT II nor any ~~CCPT V~~ CCIT II Subsidiary has received any written communication that alleges that ~~CCPT V~~ CCIT II or any ~~CCPT V~~ CCIT II Subsidiary, or any of their respective Representatives, is, or may be, in violation of, or has, or may have, any liability under, any Anti-Corruption Law.

Appears in 1 contract

Samples: Merger Agreement (Cole Office & Industrial REIT (CCIT II), Inc.)

SEC Documents; Financial Statements; Internal Controls; Off Balance Sheet Arrangements. Investment Company Act; Anti-Corruption Laws. (a) ~~CCPT V~~ INAV has timely filed with, or furnished (on a publicly available basis) to the SEC, all forms, documents, certifications, statements, schedules and reports required to be filed or furnished by ~~CCPT V~~ INAV under the Exchange Act or the Securities Act (together with all certifications required pursuant to the Xxxxxxxx-Xxxxx Act of 2002 (the “Xxxxxxxx-Xxxxx Act”)) since January 1, ~~2018~~ 2019 (the forms, documents, certifications, statements, schedules, reports (including the financial statements referenced in Section 4.5(e)) filed with the SEC since January 1, ~~2018~~2019, including those filed with the SEC since the date of this Agreement, if any, including any amendments thereto, the “~~CCPT V~~ INAV SEC Documents”). (b) As of their respective filing dates, the ~~CCPT V~~ INAV SEC Documents (i) complied, or with respect to ~~CCPT V~~ INAV SEC Documents filed after the date hereof, will comply, in all material respects with the requirements of the Securities Act or the Exchange Act, as the case may be, and the Xxxxxxxx-Xxxxx Act, and (ii) did not, or with respect to ~~CCPT V~~ INAV SEC Documents filed after the date hereof, will not, contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements made therein, in light of the circumstances under which they were made, not misleading. None of the ~~CCPT V~~ INAV SEC Documents is, to the Knowledge of ~~CCPT V~~INAV, the subject of ongoing SEC review or threatened review, and ~~CCPT V~~ INAV does not have any outstanding and unresolved comments from the SEC with respect to any ~~CCPT V~~ INAV SEC Documents. None of the ~~CCPT V~~ INAV SEC Documents is the subject of any confidential treatment request by ~~CCPT V.~~INAV. (c) ~~CCPT V~~ INAV has made available to CMFT complete and correct copies of all written correspondence between the SEC, on the one hand, and ~~CCPT V~~INAV, on the other hand, since December 31, ~~2018~~2019. No ~~CCPT V~~ INAV Subsidiary is separately subject to the periodic reporting requirements of Section 13(a) or Section 15(d) of the Exchange Act. (d) At all applicable times, ~~CCPT V~~ INAV has complied in all material respects with the applicable provisions of the Xxxxxxxx-Xxxxx Act. (e) The consolidated audited and unaudited financial statements of ~~CCPT V~~ INAV and the ~~CCPT V~~ INAV Subsidiaries included, or incorporated by reference, in the ~~CCPT V~~ INAV SEC Documents, including the related notes and schedules, (i) have been or will be, as the case may be, prepared from the books and records of ~~CCPT V~~ INAV and ~~CCPT V~~ INAV Subsidiaries in all material respects, (ii) complied or will comply, as the case may be, as of their respective dates in all material respects with the then-applicable accounting requirements of the Securities Act and the Exchange Act, (iii) have been or will be, as the case may be, prepared in accordance with 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 financial statements, for normal and recurring year-end adjustments and as may be permitted by the SEC on Form 10-Q or any successor form under the Exchange Act, which such adjustments are not, individually or in the aggregate, material to ~~CCPT V~~INAV) and (iv) fairly present, or will fairly present, as the case may be, in all material respects (subject, in the case of unaudited financial statements, for normal and recurring year-end adjustments, none of which is material, individually or in the aggregate), the consolidated financial position of ~~CCPT V~~ INAV and the ~~CCPT V~~ INAV Subsidiaries, taken as a whole, as of their respective dates and the consolidated statements of operations, comprehensive income (loss), stockholders’ equity and cash flows of ~~CCPT V~~ INAV and the ~~CCPT V~~ INAV Subsidiaries for the periods presented therein. (f) (A) ~~CCPT V~~ INAV maintains disclosure controls and procedures (as defined in Rules 13a-15(e) and 15d-15(e) under the Exchange Act) that are designed to ensure that material information required to be disclosed by ~~CCPT V~~ INAV in the reports that it files or furnishes under the Exchange Act is recorded, processed, summarized and reported within the time periods specified in the SEC’s rules and forms and is accumulated and communicated to ~~CCPT V~~INAV’s management as appropriate to allow timely decisions regarding required disclosure and to make the certifications of the Chief Executive Officer and Chief Financial Officer of ~~CCPT V~~ INAV required under the Exchange Act with respect to such reports, and (B) such disclosure controls and procedures are effective in timely alerting ~~CCPT V~~INAV’s principal executive officer and principal financial officer to material information required to be included in ~~CCPT V~~INAV’s periodic reports required under the Exchange Act. ~~CCPT V~~ INAV and ~~CCPT V~~ INAV Subsidiaries have designed and maintained a system of internal control over financial reporting (as defined in Rule 13a-15(f) and 15d-15(f) under the Exchange Act) reasonably designed to provide reasonable assurances (i) regarding the reliability of financial reporting and the preparation of financial statements in accordance with GAAP, (ii) that transactions are executed in accordance with management’s general or specific authorizations, (iii) that transactions are recorded as necessary to permit preparation of financial statements and to maintain asset accountability, (iv) that access to assets is permitted only in accordance with management’s general or specific authorizations, (v) that the recorded accountability for assets is compared with the existing assets at reasonable intervals and appropriate action is taken with respect to any differences and (vi) that accounts, notes and other receivables and inventory are recorded accurately, and proper and adequate procedures are implemented to effect the collection thereof on a current and timely basis. ~~CCPT V~~ INAV has disclosed to ~~CCPT V~~INAV’s auditors and audit committee (and made summaries of such disclosures available to CMFT), based on the most recent evaluation by its ~~Chief Executive Officer~~ chief executive officer and its ~~Chief Financial Officer~~ chief financial officer prior to the date of this Agreement, (A) any significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect in any material respect ~~CCPT V~~INAV’s ability to record, process, summarize and report financial information and (B) any fraud, whether or not material, that involves management or other employees who have a significant role in internal control over financial reporting. (g) ~~CCPT V~~ INAV is not, and none of the ~~CCPT V~~ INAV Subsidiaries is, a party to, and neither ~~CCPT V~~ INAV nor any ~~CCPT V~~ INAV Subsidiary has any commitment to become a party to, any joint venture, off-balance sheet partnership or any similar Contract or arrangement, including any Contract relating to any transaction or relationship between or among ~~CCPT V~~ INAV and any ~~CCPT V~~ INAV Subsidiary, on the one hand, and any unconsolidated Affiliate of ~~CCPT V~~ INAV or any ~~CCPT V~~ INAV Subsidiary, including any structured finance, special purpose or limited purpose entity or Person, on the other hand, or any “off-balance sheet arrangements” (as defined in Item 303(a) of Regulation S-K of the SEC), where the result, purpose or effect of such Contract is to avoid disclosure of any material transaction involving, or material liabilities of, ~~CCPT V~~INAV, any ~~CCPT V~~ INAV Subsidiary or ~~CCPT V~~INAV’s or such ~~CCPT V~~ INAV Subsidiary’s audited financial statements or other ~~CCPT V~~ INAV SEC Documents. (h) Neither ~~CCPT V~~ INAV nor any ~~CCPT V~~ INAV Subsidiary is required to be registered as an investment company under the Investment Company Act. (i) ~~CCPT V~~ INAV and ~~CCPT V~~ INAV Subsidiaries (including in each case any of their officers and directors) have complied and are in compliance with applicable Anti-Corruption Laws. Neither ~~CCPT V~~ INAV nor any ~~CCPT V~~ INAV Subsidiary nor, to the Knowledge of ~~CCPT V~~INAV, any director, officer or Representative of ~~CCPT V~~ INAV or any ~~CCPT V~~ INAV Subsidiary has (i) used any corporate funds for any unlawful contributions, gifts, entertainment or other unlawful expenses related to political activity, (ii) made, taken or will take any action in furtherance of any direct or indirect unlawful payment, promise to pay or authorization or approval of the payment or giving of money, property or gifts of anything of value, directly or indirectly to any foreign or domestic government official or employee, (iii) made, offered or taken an act in furtherance of any direct or indirect unlawful bribe, rebate, payoff, kickback or other unlawful payment to any foreign or domestic government official or employee, (iv) made any payment to any customer, supplier or tenant, or to any officer, director, partner, employee or agent of any such customer, supplier or tenant, for the unlawful sharing of fees to any such customer, supplier or tenant or any such officer, director, partner, employee or agent for the unlawful rebating of charges, (v) engaged in any other unlawful reciprocal practice, or made any other unlawful payment or given any other unlawful consideration to any such customer, supplier or tenant or any such officer, director, partner, employee or agent of such customer, officer or tenant, or (vi) taken any action or made any omission in violation of any applicable Law governing imports into or exports from the United States or any foreign country, or relating to economic sanctions or embargoes, corrupt practices, money laundering, or compliance with unsanctioned foreign boycotts, in each case, in violation of any applicable Anti-Corruption Law. Neither ~~CCPT V~~ INAV nor any ~~CCPT V~~ INAV Subsidiary has received any written communication that alleges that ~~CCPT V~~ INAV or any ~~CCPT V~~ INAV Subsidiary, or any of their respective Representatives, is, or may be, in violation of, or has, or may have, any liability under, any Anti-Corruption Law.

Appears in 1 contract

Samples: Merger Agreement (Cim Income Nav, Inc.)

SEC Documents; Financial Statements; Internal Controls; Off Balance Sheet Arrangements. Investment Company Act; Anti-Corruption Laws. (a) ~~CCPT V~~ REIT I has timely filed with, or furnished (on a publicly available basis) to to, the ~~SEC,~~ SEC all forms, documents~~, certifications~~, statements, schedules and reports required to be filed ~~or furnished~~ by ~~CCPT V~~ REIT I under the Exchange Act or the Securities Act (together with all certifications required pursuant to the Xxxxxxxx-Xxxxx Act of ~~2002~~ 2002, as amended, and the rules and regulations promulgated thereunder (the “Xxxxxxxx-Xxxxx Act”)) since ~~January 1~~December 31, ~~2018~~ 2016 (the forms, documents, ~~certifications, statements, schedules,~~ statements and reports ~~(including the financial statements referenced in Section 4.5(e))~~ filed with the SEC since ~~January 1~~December 31, ~~2018, including~~ 2016 and those filed with the SEC since the date of this Agreement, if any, including any amendments thereto, the “~~CCPT V~~ REIT I SEC Documents”)~~. (b)~~ . As of their respective filing ~~dates~~dates (or the date of their most recent amendment, supplement or modification, in each case, to the extent filed and publicly available prior to the date of this Agreement), the ~~CCPT V~~ REIT I SEC Documents (i) complied, or with respect to ~~CCPT V~~ REIT I SEC Documents filed after the date hereof, will comply, in all material respects with the requirements of the Securities Act or the Exchange Act, as the case may be, ~~and~~ the Xxxxxxxx-Xxxxx ~~Act~~Act and the applicable rules and regulations of the SEC thereunder, and (ii) did not, or with respect to ~~CCPT V~~ REIT I SEC Documents filed after the date hereof, will not, contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements made therein, in light of the circumstances under which they were made, not misleading. None of the ~~CCPT V~~ REIT I SEC Documents is, to the Knowledge of ~~CCPT V~~REIT I, the subject of ongoing SEC review ~~or threatened review,~~ and ~~CCPT V~~ REIT I does not have any outstanding and unresolved comments from the SEC with respect to any ~~CCPT V~~ REIT I SEC Documents. There are no internal investigations, any SEC inquiries or investigations or other governmental inquiries or investigations pending or, to the Knowledge of REIT I, threatened. None of the ~~CCPT V~~ REIT I SEC Documents is the subject of any confidential treatment request by ~~CCPT V.~~REIT I. (cb) ~~CCPT V~~ REIT I has made available to ~~CMFT~~ REIT II complete and correct copies of all written correspondence between the SEC, on ~~the~~ one hand, and ~~CCPT V~~REIT I, on the other hand, since December 31, ~~2018~~2016. ~~No CCPT V Subsidiary is separately subject to the periodic reporting requirements of Section 13(a) or Section 15(d) of the Exchange Act. (d)~~ At all applicable times, ~~CCPT V~~ REIT I has complied in all material respects with the applicable provisions of the Xxxxxxxx-Xxxxx Act. (ec) The consolidated audited and unaudited financial statements of ~~CCPT V~~ REIT I and the ~~CCPT V~~ REIT I Subsidiaries included, or incorporated by reference, in the ~~CCPT V~~ REIT I SEC Documents, including the related notes and ~~schedules~~schedules (as amended, supplemented or modified by later REIT I SEC Documents, in each case, to the extent filed and publicly available prior to the date of this Agreement), (i) have been or will be, as the case may be, prepared ~~from~~ from, are in accordance with, and accurately reflect the books and records of ~~CCPT V~~ REIT I and ~~CCPT V~~ REIT I Subsidiaries in all material respects, (ii) complied or will comply, as the case may be, as of their respective dates in all material respects with the then-applicable accounting requirements of the Securities Act and the Exchange ~~Act~~Act and the published rules and regulations of the SEC with respect thereto, (iii) have been or will be, as the case may be, prepared in accordance with 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 financial statements, for normal and recurring year-end adjustments and as may be permitted by the SEC on Form 10-Q Q, Form 8-K, Regulation S-X or any successor or like form under the Exchange Act, which such adjustments are not, ~~individually or~~ in the aggregate, material to ~~CCPT V~~REIT I) and (iv) fairly present~~, or will fairly present, as the case may be~~, in all material respects (subject, in the case of unaudited financial statements, for normal and recurring year-end adjustments, none of which is material~~, individually or in the aggregate~~), the consolidated financial position of ~~CCPT V~~ REIT I and the ~~CCPT V~~ REIT I Subsidiaries, taken as a whole, as of their respective dates and the consolidated statements of operations, ~~comprehensive income (loss),~~ stockholders’ equity and cash flows of ~~CCPT V~~ REIT I and the ~~CCPT V~~ REIT I Subsidiaries for the periods presented therein.. There are no internal investigations, any SEC inquiries or investigations or other governmental inquiries or investigations pending or, to the Knowledge of REIT I, threatened, in each case regarding any accounting practices of REIT I. (fd) Since December 31, 2016, (A) ~~CCPT V maintains~~ REIT I has designed and maintained disclosure controls and procedures (as defined in Rules 13a-15(e) and 15d-15(e) under the Exchange Act) ~~that are designed~~ to ensure that material information required to be disclosed by ~~CCPT V~~ REIT I in the reports that it files or furnishes under the Exchange Act is recorded, processed, summarized and reported within the time periods specified in the SEC’s rules and forms and is accumulated and communicated to ~~CCPT V~~REIT I’s management as appropriate to allow timely decisions regarding required disclosure and to make the certifications of the Chief Executive Officer and Chief Financial Officer of ~~CCPT V~~ REIT I required under the Exchange Act with respect to such reports, and (B) such disclosure controls and procedures are effective in timely alerting ~~CCPT V~~REIT I’s ~~principal executive officer and principal financial officer~~ management to material information required to be included in ~~CCPT V~~REIT I’s periodic reports required under the Exchange ~~Act~~Act (if REIT I was required to file such reports). ~~CCPT V~~ REIT I and ~~CCPT V~~ REIT I Subsidiaries have designed and maintained a system of internal control over financial reporting (as defined in Rule 13a-15(f) and 15d-15(f) under the Exchange Act) ~~reasonably designed~~ sufficient to provide reasonable assurances (i) regarding the reliability of financial reporting and the preparation of financial statements in accordance with GAAP, (ii) that transactions are executed in accordance with management’s general or specific authorizations, (iii) that transactions are recorded as necessary to permit preparation of financial statements and to maintain asset accountability, (iv) that access to assets is permitted only in accordance with management’s general or specific ~~authorizations~~authorization, (v) that the recorded accountability for assets is compared with the existing assets at reasonable intervals and appropriate action is taken with respect to any differences and (vi) ~~that~~ accounts, notes and other receivables and inventory are recorded accurately, and proper and adequate procedures are implemented to effect the collection thereof on a current and timely basis. CCPT V has disclosed to CCPT V’s auditors and audit committee other (~~and made summaries of such disclosures available to CMFT), based on the most recent evaluation by its Chief Executive Officer and its Chief Financial Officer prior to the date of this Agreement, (A~~1) any significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect in any material respect ~~CCPT V~~REIT I’s ability to record, process, summarize and report financial information and (B2) any fraud, to the Knowledge of REIT I, whether or not material, that involves management or other employees who have a significant role in internal control over financial reporting. (ge) ~~CCPT V~~ REIT I is ~~not,~~ not and none of the ~~CCPT V~~ REIT I Subsidiaries isare, a party to, and ~~neither CCPT V~~ none of REIT I nor any ~~CCPT V~~ REIT I Subsidiary has any commitment to become a party to, any joint venture, off-balance sheet partnership or any similar ~~Contract or arrangement~~Contract, including any Contract relating to any transaction or relationship between or among ~~CCPT V~~ REIT I and any ~~CCPT V~~ REIT I Subsidiary, on the one hand, and any unconsolidated Affiliate of ~~CCPT V~~ REIT I or any ~~CCPT V~~ REIT I Subsidiary, including any structured finance, special purpose or limited purpose entity or Person, on the other hand, or any “off-balance sheet arrangements” (as defined in Item 303(a) of Regulation S-K of the SEC), where the result, purpose or effect of such Contract is to avoid disclosure of any material transaction involving, or material liabilities of, ~~CCPT V~~REIT I, any ~~CCPT V~~ REIT I Subsidiary or ~~CCPT V~~REIT I’s or such ~~CCPT V~~ REIT I Subsidiary’s audited financial statements or other ~~CCPT V~~ REIT I SEC Documents. (hf) Neither ~~CCPT V~~ REIT I nor any ~~CCPT V~~ REIT I Subsidiary is required to be registered as an investment company under the Investment Company Act. (ig) ~~CCPT V and CCPT V Subsidiaries (including in each case any of their officers and directors) have complied and are in compliance with applicable Anti-Corruption Laws.~~ Neither ~~CCPT V~~ REIT I nor any ~~CCPT V~~ REIT I Subsidiary nor, to the Knowledge of ~~CCPT V~~REIT I, any director, officer or Representative of ~~CCPT V~~ REIT I or any ~~CCPT V~~ REIT I Subsidiary has (i) used any corporate funds for any unlawful contributions, gifts, entertainment or other unlawful expenses related to political activity, (ii) ~~made, taken or will take~~ made any ~~action in furtherance of any direct or indirect~~ unlawful ~~payment, promise to pay or authorization or approval of the~~ payment ~~or giving of money, property or gifts of anything of value, directly or indirectly~~ to any foreign or domestic government official or ~~employee,~~ employee or (iii) ~~made, offered or taken an act in furtherance of~~ made any ~~direct or indirect~~ unlawful bribe, rebate, payoff, kickback or other unlawful payment to any foreign or domestic government official or employee, (iv) made any payment to any customer, supplier or tenant, or to any officer, director, partner, employee or agent of any such customer, supplier or tenant, for the unlawful sharing of fees to any such customer, supplier or tenant or any such officer, director, partner, employee or agent for the unlawful rebating of charges, (v) engaged in any other unlawful reciprocal practice, or made any other unlawful payment or given any other unlawful consideration to any such customer, supplier or tenant or any such officer, director, partner, employee or agent of such customer, officer or tenant, or (vi) taken any action or made any omission in violation of any applicable Law governing imports into or exports from the United States or any foreign country, or relating to economic sanctions or embargoes, corrupt practices, money laundering, or compliance with unsanctioned foreign boycotts, in each case, in violation in any material respect of any applicable Anti-Corruption Law. Neither ~~CCPT V~~ REIT I nor any ~~CCPT V~~ REIT I Subsidiary has received any written communication that alleges that ~~CCPT V~~ REIT I or any ~~CCPT V~~ REIT I Subsidiary, or any of their respective Representatives, is, or may be, in violation of, or has, or may have, any liability under, any Anti-Corruption Law.

Appears in 1 contract

Samples: Merger Agreement (Resource Real Estate Opportunity REIT II, Inc.)

Common use of SEC Documents; Financial Statements; Internal Controls; Off Balance Sheet Arrangements Clause in Contracts