Common use of SEC Documents; Financial Statements; No Undisclosed Liabilities Clause in Contracts

SEC Documents; Financial Statements; No Undisclosed Liabilities. (i) Parent has timely filed or furnished to the SEC all reports, schedules, statements and other documents required to be filed or furnished by it under the Securities Act or the Exchange Act since December 31, 2018, together with all certifications required pursuant to the Xxxxxxxx-Xxxxx Act (such documents, as supplemented or amended since the time of filing, and together with all information incorporated by reference therein and schedules and exhibits thereto, the “Parent SEC Documents”). As of their respective dates and after giving effect to any amendments or supplements thereto, the Parent SEC Documents at the time filed complied in all material respects with the applicable requirements of the Securities Act and the Exchange Act, as applicable, and the Xxxxxxxx-Xxxxx Act, and the rules and regulations of the SEC promulgated thereunder applicable to such Parent SEC Documents, each as in effect on the date such Parent SEC Document was filed, and did 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 therein, in light of the circumstances under which they were made, not misleading. To the knowledge of Parent, none of the Parent SEC Documents is as of the date of this Agreement the subject of ongoing SEC review. As of the date hereof, Parent has not received any comments from the SEC with respect to any of the Parent SEC Documents which remain unresolved, nor has it received any inquiry or information request from the SEC as of the date of this Agreement as to any matters affecting Parent that have not been adequately addressed. None of the Company’s Subsidiaries is, or at any time since December 31, 2018 has been, subject to the reporting requirements of Section 13(a) or Section 15(d) of the Exchange Act.

Appears in 2 contracts

Samples: Agreement and Plan of Merger (Kimco Realty Corp), Agreement and Plan of Merger (Weingarten Realty Investors /Tx/)

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SEC Documents; Financial Statements; No Undisclosed Liabilities. (i) Parent has timely filed provided or furnished made available to the SEC Company true and correct copies of all reports, schedules, statements forms, statements, exhibits and other documents required to be filed or furnished by it under with the Securities Act and Exchange Commission (the "SEC") by Parent under or the Exchange Act since December 31, 2018, together with all certifications required pursuant to the Xxxxxxxx-Xxxxx Securities Exchange Act (such documentsof 1934, as supplemented or amended since the time of filingamended, and together with all information incorporated by reference therein the rules and schedules and exhibits theretoregulations thereunder (the "Exchange Act") since January 1, 1996 (the "Parent SEC Documents"), all of which were timely filed with the SEC. As of their respective dates and after giving effect dates, or as subsequently amended prior to any amendments or supplements theretothe date of this Agreement, the Parent SEC Documents at the time filed complied in all material respects with the applicable requirements of the Securities Exchange Act and the Exchange Act, as applicable, and the Xxxxxxxx-Xxxxx Act, and the rules and regulations of the SEC promulgated thereunder applicable to such Parent SEC Documents, each as in effect on and none of the date such Parent SEC Document was filed, and did not contain Documents contained any untrue statement of a material fact or omit omitted to state a material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading. To The Parent SEC Documents include all contracts and other documents which are required by the knowledge Securities Act or the Exchange Act to be filed as exhibits thereto. The financial statements of Parent, none of the Parent included in the Parent SEC Documents is as comply in all material respects with applicable accounting requirements and the published rules and regulations of the date of this Agreement the subject of ongoing SEC review. As of the date hereof, Parent has not received any comments from the SEC with respect to any thereto, have been prepared in accordance with GAAP (except as may be indicated in the notes thereto) and fairly present the consolidated financial position of the Parent SEC Documents which remain unresolved, nor has it received any inquiry or information request from the SEC and its consolidated subsidiaries as of the date dates thereof and the consolidated results of this Agreement their operations and cash flows for the periods then ended (subject, in the case of unaudited statements, to normal year-end audit adjustments). Except as set forth in the Parent SEC Documents, neither the Parent nor any of its subsidiaries has any liabilities or obligations of any nature (whether accrued, absolute, contingent or otherwise), except for liabilities and obligations which, individually or in the aggregate, could not reasonably be expected to any matters affecting have a Parent that have not been adequately addressed. None of the Company’s Subsidiaries is, or at any time since December 31, 2018 has been, subject to the reporting requirements of Section 13(a) or Section 15(d) of the Exchange ActMaterial Adverse Effect.

Appears in 2 contracts

Samples: Agreement and Plan of Reorganization (Fidelity National Financial Inc /De/), Agreement and Plan of Reorganization (Micro General Corp)

SEC Documents; Financial Statements; No Undisclosed Liabilities. (ia) Parent Safe has timely filed or furnished to the SEC all reports, schedules, statements and other documents required to be filed or furnished by it under the Securities Act or the Exchange Act since December 31, 20182019, together with all certifications required pursuant to the Xxxxxxxx-Xxxxx Act of 2002, as amended (the “Xxxxxxxx-Xxxxx Act”) (such documents, as supplemented or amended since the time of filing, and together with all information incorporated by reference therein and schedules and exhibits thereto, the “Parent Safe SEC Documents”). As of their respective dates and after giving effect to any amendments or supplements theretodates, the Parent Safe SEC Documents at the time filed (or, if amended or superseded by a filing prior to the date of this Agreement, as of the date of such filing) complied in all material respects with the applicable requirements of the Securities Act and Act, the Exchange Act, as applicable, Act and the Xxxxxxxx-Xxxxx Act, and the rules and regulations of the SEC promulgated thereunder applicable to such Parent Safe SEC Documents, each as in effect on and none of the date such Parent Safe SEC Document was filed, and did not contain Documents when filed contained any untrue statement of a material fact or omit omitted to state a material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they were made, not misleading. To the knowledge of ParentSafe, none of the Parent Safe SEC Documents is are as of the date of this Agreement the subject of ongoing SEC review. As review and as of the date hereof, Parent Safe has not received any comments from the SEC with respect to any of the Parent Safe SEC Documents which remain unresolved, nor has it received any inquiry or information request from the SEC as of the date of this Agreement as to any matters affecting Parent Safe that have not been adequately addressed. None of the Company’s Subsidiaries is, or at any time since December 31, 2018 has been, subject to the reporting requirements of Section 13(a) or Section 15(d) of the Exchange Act.

Appears in 1 contract

Samples: Agreement and Plan of Merger (Istar Inc.)

SEC Documents; Financial Statements; No Undisclosed Liabilities. (i) Parent Eagle has timely filed or furnished to the SEC all reports, schedules, statements and other documents required to be filed or furnished by it under the Securities Act or the Exchange Act since December 31, 20182014, together with all certifications required pursuant to the Xxxxxxxx-Xxxxx Act of 2002, as amended (the “Xxxxxxxx-Xxxxx Act”) (such documents, as supplemented or amended since the time of filing, and together with all information incorporated by reference therein and schedules and exhibits thereto, the “Parent Eagle SEC Documents”). As of their respective dates and after giving effect to any amendments or supplements theretodates, the Parent Eagle SEC Documents at the time filed (or, if amended or superseded by a filing prior to the date of this Agreement, as of the date of such filing) complied in all material respects with the applicable requirements of the Securities Act and Act, the Exchange Act, as applicable, Act and the Xxxxxxxx-Xxxxx Act, and the rules and regulations of the SEC promulgated thereunder applicable to such Parent Eagle SEC Documents, each as in effect on and none of the date such Parent Eagle SEC Document was filed, and did not contain Documents when filed contained any untrue statement of a material fact or omit omitted to state a material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they were made, not misleading. To the knowledge of ParentEagle, none of the Parent Eagle SEC Documents is as of the date of this Agreement the subject of ongoing SEC review. As review and as of the date hereof, Parent Eagle has not received any comments from the SEC with respect to any of the Parent Eagle SEC Documents which remain unresolved, nor has it received any inquiry or information request from the SEC as of the date of this Agreement as to any matters affecting Parent Eagle that have not been adequately addressed. None of the Company’s Subsidiaries is, or at any time since December 31, 2018 has been, subject to the reporting requirements of Section 13(a) or Section 15(d) of the Exchange Act.

Appears in 1 contract

Samples: Agreement and Plan of Merger (Equity One, Inc.)

SEC Documents; Financial Statements; No Undisclosed Liabilities. (i) Parent has timely filed or furnished to the SEC all reports, schedules, statements and other documents required to be filed or furnished by it under the Securities Act or the Exchange Act since December 31, 20182016, together with all certifications required pursuant to the Xxxxxxxx-Xxxxx Act (such documents, as supplemented or amended since the time of filing, and together with all information incorporated by reference therein and schedules and exhibits thereto, the “Parent SEC Documents”). As of their respective dates and after giving effect to any amendments or supplements theretodates, the Parent SEC Documents at the time filed (or, if amended or superseded by a filing prior to the date of this Agreement, as of the date of such filing) complied in all material respects with the applicable requirements of the Securities Act and Act, the Exchange Act, as applicable, Act and the Xxxxxxxx-Xxxxx Act, and the rules and regulations of the SEC promulgated thereunder applicable to such Parent SEC Documents, each as in effect on and none of the date such Parent SEC Document was filed, and did not contain Documents when filed contained any untrue statement of a material fact or omit omitted to state a material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they were made, not misleading. To the knowledge of Parent, none of the Parent SEC Documents is as of the date of this Agreement the subject of ongoing SEC review. As of the date hereof, Parent has not received any comments from the SEC with respect to any of the Parent SEC Documents which remain unresolved, nor has it received any inquiry or information request from the SEC as of the date of this Agreement as to any matters affecting Parent that have not been adequately addressed. None of the CompanyParent’s Subsidiaries is, or at any time since December 31, 2018 2016 has been, subject required to file any forms, reports or other documents with the reporting requirements of Section 13(a) or Section 15(d) of the Exchange ActSEC.

Appears in 1 contract

Samples: Agreement and Plan of Merger (Cousins Properties Inc)

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SEC Documents; Financial Statements; No Undisclosed Liabilities. (i) Parent The Company has timely filed or furnished to the SEC all reports, schedules, statements and other documents required to be filed or furnished by it under the Securities Act or the Exchange Act since December 31, 20182016, together with all certifications required pursuant to the Xxxxxxxx-Xxxxx Act of 2002, as amended (the “Xxxxxxxx-Xxxxx Act”) (such documents, as supplemented or amended since the time of filing, and together with all information incorporated by reference therein and schedules and exhibits thereto, the “Parent Company SEC Documents”). As of their respective dates and after giving effect to any amendments or supplements theretodates, the Parent Company SEC Documents at the time filed (or, if amended or superseded by a filing prior to the date of this Agreement, as of the date of such filing) complied in all material respects with the applicable requirements of the Securities Act and Act, the Exchange Act, as applicable, Act and the Xxxxxxxx-Xxxxx Act, and the rules and regulations of the SEC promulgated thereunder applicable to such Parent Company SEC Documents, each as in effect on and none of the date such Parent Company SEC Document was filed, and did not contain Documents when filed contained any untrue statement of a material fact or omit omitted to state a material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they were made, not misleading. To the knowledge of Parentthe Company, none of the Parent Company SEC Documents is as of the date of this Agreement the subject of ongoing SEC review. As of the date hereof, Parent the Company has not received any comments from the SEC with respect to any of the Parent Company SEC Documents which remain unresolved, nor has it received any inquiry or information request from the SEC as of the date of this Agreement as to any matters affecting Parent the Company that have not been adequately addressed. None of the Company’s Subsidiaries is, or at any time since December 31, 2018 2016 has been, subject required to file any forms, reports or other documents with the reporting requirements of Section 13(a) or Section 15(d) of the Exchange ActSEC.

Appears in 1 contract

Samples: Agreement and Plan of Merger (Cousins Properties Inc)

SEC Documents; Financial Statements; No Undisclosed Liabilities. (i) Parent Raven has timely filed or furnished to the SEC all reports, schedules, statements and other documents required to be filed or furnished by it under the Securities Act or the Exchange Act since December 31, 20182014, together with all certifications required pursuant to the Xxxxxxxx-Xxxxx Act (such documents, as supplemented or amended since the time of filing, and together with all information incorporated by reference therein and schedules and exhibits thereto, the “Parent Raven SEC Documents”). As of their respective dates and after giving effect to any amendments or supplements theretodates, the Parent Raven SEC Documents at the time filed (or, if amended or superseded by a filing prior to the date of this Agreement, as of the date of such filing) complied in all material respects with the applicable requirements of the Securities Act and Act, the Exchange Act, as applicable, Act and the Xxxxxxxx-Xxxxx Act, and the rules and regulations of the SEC promulgated thereunder applicable to such Parent Raven SEC Documents, each as in effect on and none of the date such Parent Raven SEC Document was filed, and did not contain Documents when filed contained any untrue statement of a material fact or omit omitted to state a material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they were made, not misleading. To the knowledge of ParentRaven, none of the Parent Raven SEC Documents is as of the date of this Agreement the subject of ongoing SEC review. As review and as of the date hereof, Parent Raven has not received any comments from the SEC with respect to any of the Parent Raven SEC Documents which remain unresolved, nor has it received any inquiry or information request from the SEC as of the date of this Agreement as to any matters affecting Parent Raven that have not been adequately addressed. None of the Company’s Subsidiaries is, or at any time since December 31, 2018 has been, subject to the reporting requirements of Section 13(a) or Section 15(d) of the Exchange Act.

Appears in 1 contract

Samples: Agreement and Plan of Merger (Equity One, Inc.)

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