SEC Documents; Financial Statements; Undisclosed Liabilities. (i) Rubicon Project has filed or furnished all required registration statements, prospectuses, reports, schedules, forms, statements, certifications and other documents (including exhibits and all other information incorporated therein, regardless of when such exhibits and other information were filed) with the SEC since January 1, 2017 (the “Rubicon Project SEC Documents”). As of their respective dates, the Rubicon Project SEC Documents complied in all material respects with the requirements of the Securities Act, the Exchange Act and the Xxxxxxxx-Xxxxx Act, as the case may be, and the rules and regulations of the SEC promulgated thereunder applicable to the Rubicon Project SEC Documents, and none of the Rubicon Project SEC Documents when filed and at their respective effective times, if applicable, contained any untrue statement of a material fact or omitted to state a material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading. As of the date of this Agreement, there are no outstanding or unresolved comments received from the SEC with respect to any of the Rubicon Project SEC Documents, and, to the Knowledge of Rubicon Project, none of the Rubicon Project SEC Documents is the subject of any outstanding SEC comment or investigation. No Subsidiary of Rubicon Project is, or has since January 1, 2017 been, required to file reports with the SEC pursuant to the requirements of the Exchange Act. (ii) The consolidated financial statements (including all related notes and schedules) of Rubicon Project and its Subsidiaries included in the Rubicon Project SEC Documents (the “Rubicon Project Financial Statements”) were prepared in accordance with GAAP (except, in the case of unaudited statements, as permitted by the SEC) applied on a consistent basis during the periods involved (except as may be indicated in the notes thereto) and fairly present in all material respects the consolidated financial position of Rubicon Project and its consolidated Subsidiaries as of the dates thereof and the consolidated results of their operations and cash flows for the periods then ended (subject, in the case of unaudited statements, to normal year-end audit adjustments which are not material and to any other adjustments described therein, including the notes thereto). Since December 31, 2016, no independent public accounting firm of Telaria has resigned (or informed Telaria that it intends to resign) or been dismissed as independent public accountants of Telaria as a result of or in connection with any disagreements with Telaria on a matter of accounting principles or practices, financial statement disclosure or auditing scope or procedure. (iii) Except (A) as reflected or reserved against in Rubicon Project’s unaudited balance sheet as of September 30, 2019 (or the notes thereto) included in Rubicon Project’s Quarterly Report on Form 10-Q filed with the SEC on November 6, 2019, (B) for liabilities and obligations incurred in the ordinary course of business consistent with past practice since September 30, 2019 and (C) for liabilities and obligations incurred in connection with or contemplated by this Agreement, neither Rubicon Project nor any of its Subsidiaries has any liabilities or obligations of any nature (whether accrued, absolute, contingent or otherwise) that would be required by GAAP to be reflected on a consolidated balance sheet of Rubicon Project and its Subsidiaries (or in the notes thereto) that, individually and in the aggregate, would reasonably be expected to have a Material Adverse Effect on Rubicon Project. (iv) Rubicon Project maintains a system of “internal control over financial reporting” (as defined in Rules 13a-15(f) and 15d-15(f) of the Exchange Act) sufficient to provide reasonable assurance (A) that transactions are recorded as necessary to permit preparation of financial statements in conformity with GAAP, consistently applied, (B) that transactions are executed only in accordance with the authorization of management and (C) regarding prevention or timely detection of the unauthorized acquisition, use or disposition of Rubicon Project’s properties or assets. Since January 1, 2017, none of Rubicon Project, Rubicon Project’s independent accountants, the Board of Directors of Rubicon Project or its audit committee has received any oral or written notification of any (1) “significant deficiency” in the internal controls over financial reporting of Rubicon Project, (2) “material weakness” in the internal controls over financial reporting of Rubicon Project or (3) fraud, whether or not material, that involves management or other employees of Rubicon Project who have a significant role in the internal controls over financial reporting of Rubicon Project. (v) The “disclosure controls and procedures” (as defined in Rules 13a-15(e) and 15d-15(e) of the Exchange Act) utilized by Rubicon Project are reasonably designed to ensure that all information (both financial and non-financial) required to be disclosed by Rubicon Project in the reports that it files or submits under the Exchange Act is recorded, processed, summarized and reported within the time periods specified in the rules and forms of the SEC and that all such information required to be disclosed is accumulated and communicated to the management of Rubicon Project, as appropriate, to allow timely decisions regarding required disclosure and to enable the chief executive officer and chief financial officer of Rubicon Project to make the certifications required under the Exchange Act with respect to such reports. (vi) Neither Rubicon Project nor any of its Subsidiaries is a party to, or has any commitment to become a party to, any joint venture, off-balance sheet partnership or any similar contract (including any contract or arrangement relating to any transaction or relationship between or among Rubicon Project and any of its Subsidiaries, on the one hand, and any unconsolidated Affiliate, 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 under the Exchange Act)), where the purpose or intended effect of such contract is to avoid disclosure of any material transaction involving, or material liabilities of, Rubicon Project or any of its Subsidiaries in Rubicon Project’s or such Subsidiary’s published financial statements or other Rubicon Project SEC Documents.
Appears in 2 contracts
Samples: Merger Agreement (Rubicon Project, Inc.), Merger Agreement (Telaria, Inc.)
SEC Documents; Financial Statements; Undisclosed Liabilities. (i) Rubicon Project has Orion and its subsidiaries have filed or furnished all required registration statements, prospectuses, reports, schedules, forms, statements, certifications and other documents (including exhibits and all other information incorporated therein, regardless of when such exhibits and other information were filed) with the SEC since January 1, 2017 2013 (the “Rubicon Project Orion SEC Documents”). As of their respective dates, the Rubicon Project Orion SEC Documents complied in all material respects with the requirements of the Securities Act of 1933, as amended (the “Securities Act”), the Exchange Act and the Xxxxxxxx-Xxxxx Act of 2002, as amended (the “Xxxxxxxx-Xxxxx Act”), as the case may be, and the rules and regulations of the SEC promulgated thereunder applicable to the Rubicon Project Orion SEC Documents, and none of the Rubicon Project Orion SEC Documents when filed and at their respective effective times, if applicable, contained any untrue statement of a material fact or omitted to state a material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading. As of the date of this Agreement, there are no outstanding or unresolved comments received from the SEC with respect to any of the Rubicon Project Orion SEC Documents, and, to the Knowledge knowledge of Rubicon ProjectOrion, none of the Rubicon Project Orion SEC Documents is the subject of any outstanding SEC comment or outstanding SEC investigation. No Subsidiary of Rubicon Project is, or has since January 1, 2017 been, required to file reports with the SEC pursuant to the requirements of the Exchange Act.
(ii) The consolidated financial statements (including all related notes and schedules) of Rubicon Project Orion and its Subsidiaries subsidiaries included in the Rubicon Project Orion SEC Documents (the “Rubicon Project Orion Financial Statements”) were prepared in all material respects in accordance with GAAP generally accepted accounting principles (“GAAP”) (except, in the case of unaudited statements, as permitted by the SEC) applied on a consistent basis during the periods involved (except as may be indicated in the notes thereto) and fairly present in all material respects the consolidated financial position of Rubicon Project Orion and its consolidated Subsidiaries subsidiaries as of the dates thereof and the consolidated results of their operations and cash flows for the periods then ended (subject, in the case of unaudited statements, to normal year-end audit adjustments which are not material and to any other adjustments described therein, including the notes thereto). Since December 31, 2016, no independent public accounting firm of Telaria has resigned (or informed Telaria that it intends to resign) or been dismissed as independent public accountants of Telaria as a result of or in connection with any disagreements with Telaria on a matter of accounting principles or practices, financial statement disclosure or auditing scope or procedure.
(iii) Except (A) as reflected or reserved against in Rubicon ProjectOrion’s unaudited balance sheet as of September 30, 2019 2015 (or the notes thereto) as included in Rubicon Project’s Quarterly Report on Form 10-Q filed with the Orion Filed SEC on November 6, 2019Documents, (B) for liabilities and obligations incurred in the ordinary course of business consistent with past practice since September 30, 2019 2015 and (C) for liabilities and obligations incurred in connection with or contemplated by this Agreement, neither Rubicon Project Orion nor any of its Subsidiaries subsidiaries has any liabilities or obligations of any nature (whether accrued, absolute, contingent or otherwise) that would be required by GAAP to be reflected on a consolidated balance sheet of Rubicon Project Orion and its Subsidiaries subsidiaries (or in the notes thereto) that, individually and or in the aggregate, would reasonably be expected to have a Material Adverse Effect on Rubicon ProjectOrion.
(iv) Rubicon Project Orion maintains a system of “internal control over financial reporting” (as defined in Rules 13a-15(f) and 15d-15(f) of the Exchange Act) sufficient to provide reasonable assurance (Ai) that transactions are recorded as necessary to permit preparation of financial statements in conformity with GAAP, consistently applied, (Bii) that transactions are executed only in accordance with the authorization of management and (Ciii) regarding prevention or timely detection of the unauthorized acquisition, use or disposition of Rubicon ProjectOrion’s properties or assets. Since January 1, 20172013, none of Rubicon ProjectOrion, Rubicon ProjectOrion’s independent accountants, the Board of Directors of Rubicon Project Orion or its audit committee has received any oral or written notification of any (1i) “significant deficiency” in the internal controls over financial reporting of Rubicon ProjectOrion, (2ii) “material weakness” in the internal controls over financial reporting of Rubicon Project Orion or (3iii) fraud, whether or not material, that involves management or other employees of Rubicon Project Orion who have a significant role in the internal controls over financial reporting of Rubicon ProjectOrion.
(v) The “disclosure controls and procedures” (as defined in Rules 13a-15(e) and 15d-15(e) of the Exchange Act) utilized by Rubicon Project Orion are reasonably designed to ensure that all information (both financial and non-financial) required to be disclosed by Rubicon Project Orion in the reports that it files or submits under the Exchange Act is recorded, processed, summarized and reported within the time periods specified in the rules and forms of the SEC and that all such information required to be disclosed is accumulated and communicated to the management of Rubicon ProjectOrion, as appropriate, to allow timely decisions regarding required disclosure and to enable the chief executive officer and chief financial officer of Rubicon Project Orion to make the certifications required under the Exchange Act with respect to such reports.
(vi) Neither Rubicon Project Orion nor any of its Subsidiaries subsidiaries is a party to, or has any commitment to become a party to, any joint venture, off-balance sheet partnership or any similar contract (including any contract or arrangement relating to any transaction or relationship between or among Rubicon Project Orion and any of its Subsidiariessubsidiaries, on the one hand, and any unconsolidated Affiliateaffiliate, including any structured finance, special purpose or limited purpose entity or Personperson, on the other hand, or any “off-balance sheet arrangements” (as defined in Item 303(a) of Regulation S-K under the Exchange Act)), where the result, purpose or intended effect of such contract is to avoid disclosure of any material transaction involving, or material liabilities of, Rubicon Project Orion or any of its Subsidiaries subsidiaries in Rubicon ProjectOrion’s or such Subsidiarysubsidiary’s published financial statements or other Rubicon Project Orion SEC Documents.
Appears in 2 contracts
Samples: Merger Agreement (Dow Chemical Co /De/), Merger Agreement (Dupont E I De Nemours & Co)
SEC Documents; Financial Statements; Undisclosed Liabilities. (ia) Rubicon Project The Company has filed with or furnished to the Securities and Exchange Commission (“SEC”) and has heretofore made available to Parent (by public filing with the SEC or otherwise) true and complete copies of all required registration statements, prospectuses, reports, schedules, forms, statements, certifications statements and other documents (including exhibits and all other information incorporated therein, regardless of when such exhibits and other information were filed) required to be filed with or furnished to the SEC by the Company since January 1August 15, 2017 2002 (the “Rubicon Project Applicable Date”) and prior to the date hereof (collectively, the “Filed Company SEC Documents”). As of their its respective datesdate, except as set forth in Section 3.7(a) of the Rubicon Project Company Disclosure Letter, each Filed Company SEC Documents Document complied in all material respects with the requirements of the Securities Exchange Act, the Exchange Securities Act and or the XxxxxxxxSxxxxxxx-Xxxxx Act of 2002 (the “Sxxxxxxx-Xxxxx Act”), as the case may be, as and to the extent applicable thereto, and the rules and regulations of the SEC promulgated thereunder applicable to such Filed Company SEC Document. Except to the Rubicon Project extent that information contained in any Filed Company SEC DocumentsDocument has been revised or superseded by a later Filed Company SEC Document, and none of the Rubicon Project Filed Company SEC Documents when filed and at their respective effective times, if applicable, contained contains any untrue statement of a material fact or omitted omits to state a any 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. As of the date of this Agreement, there are no outstanding or unresolved comments received from the SEC with respect to any of the Rubicon Project SEC Documents, and, to the Knowledge of Rubicon Project, none of the Rubicon Project SEC Documents is the subject of any outstanding SEC comment or investigation. No Subsidiary of Rubicon Project is, or has since January 1, 2017 been, required to file reports with the SEC pursuant to the requirements of the Exchange Act.
(iib) The consolidated financial statements (including all related notes and schedules) of Rubicon Project and its Subsidiaries the Company included in the Rubicon Project Filed Company SEC Documents (complied as of their respective dates in all material respects with the “Rubicon Project Financial Statements”) then applicable accounting requirements and the published rules and regulations of the SEC with respect thereto, were prepared in accordance with GAAP (except, except in the case of the unaudited statements, as permitted by Form 10-Q and Form 8-K under the SECExchange Act) applied on a consistent basis during the periods involved (except as may be indicated therein or in the notes thereto) and fairly present presented in all material respects the consolidated financial position of Rubicon Project the Company and its consolidated Subsidiaries as of the dates thereof and the consolidated results of their operations and their consolidated cash flows for the periods then ended ended, all in accordance with GAAP (subject, in the case of unaudited statements, to normal year-end audit adjustments which are not material and to any other adjustments described therein, including the notes thereto). Since December 31, 2016, no independent public accounting firm The Company has made available to Parent complete and correct copies of Telaria has resigned (i) all management representation letters delivered by the Company or informed Telaria that it intends its management to resign) or been dismissed as independent public accountants of Telaria as a result of or the Company’s auditors in connection with any disagreements the audit of the Company’s 2005 consolidated financial statements and (ii) all material correspondence with Telaria on a matter of accounting principles or practicesthe SEC from January 1, financial statement disclosure or auditing scope or procedure2004 to the date hereof.
(iiic) Except (A) as reflected The Company maintains disclosure controls and procedures required by Rule 13a-15 or reserved against in Rubicon Project15d-15 under the Exchange Act. Such disclosure controls and procedures are effective to ensure that information required to be disclosed by the Company is recorded and reported on a timely basis to the individuals responsible for the preparation of the Company’s unaudited balance sheet as of September 30, 2019 (or the notes thereto) included in Rubicon Project’s Quarterly Report on Form 10-Q filed filings with the SEC on November 6, 2019, (B) for liabilities and obligations incurred in the ordinary course of business consistent with past practice since September 30, 2019 and (C) for liabilities and obligations incurred in connection with or contemplated by this Agreement, neither Rubicon Project nor any of its Subsidiaries has any liabilities or obligations of any nature (whether accrued, absolute, contingent or otherwise) that would be required by GAAP to be reflected on a consolidated balance sheet of Rubicon Project and its Subsidiaries (or in the notes thereto) that, individually and in the aggregate, would reasonably be expected to have a Material Adverse Effect on Rubicon Project.
(iv) Rubicon Project other public disclosure documents. The Company maintains a system of “internal control over financial reporting” reporting (as defined in Rules 13a-15(f) and 15d-15(f) of Rule 13a-15 or 15d-15, as applicable, under the Exchange Act). Such internal control over financial reporting is effective in providing reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with GAAP and includes policies and procedures that (i) sufficient pertain to the maintenance of records that in reasonable detail accurately and fairly reflect the transactions and dispositions of the assets of the Company, (ii) provide reasonable assurance (A) that transactions are recorded as necessary to permit preparation of financial statements in conformity accordance with GAAP, consistently applied, (B) and that transactions receipts and expenditures of the Company are executed being made only in accordance with the authorization authorizations of management and trustees of the Company, and (Ciii) provide reasonable assurance regarding prevention or timely detection of the unauthorized acquisition, use or disposition of Rubicon Projectthe Company’s properties or assetsassets that could have a material effect on its financial statements. Since January 1The Company has disclosed, 2017based on the most recent evaluation of its chief executive officer, none of Rubicon Projectchief operating officer and its chief financial officer prior to the date hereof, Rubicon Projectto the Company’s independent accountants, auditors and the Board of Directors of Rubicon Project or its audit committee has received of the Company’s Board (A) any oral or written notification of any (1) “significant deficiency” deficiencies in the design or operation of its internal controls over financial reporting that are reasonably likely to adversely affect the Company’s ability to record, process, summarize and report financial information and has identified for the Company’s auditors and audit committee of Rubicon Project, (2) “the Company’s Board any material weakness” weaknesses in the internal controls control over financial reporting of Rubicon Project or and (3B) any fraud, whether or not material, that involves management or other employees of Rubicon Project who have a significant role in the Company’s internal controls control over financial reporting reporting. The Company has made available to Parent (i) a summary of Rubicon Project.
any such disclosure made by management to the Company’s auditors and audit committee since the Applicable Date and (vii) The “disclosure controls and procedures” (as defined in Rules 13a-15(e) and 15d-15(e) any communication since the Applicable Date made by management or the Company’s auditors to the audit committee required or contemplated by listing standards of the Exchange Act) utilized by Rubicon Project are reasonably designed to ensure that all information (both financial and non-financial) required to be disclosed by Rubicon Project in NYSE, the reports that it files audit committee’s charter or submits under the Exchange Act is recorded, processed, summarized and reported within the time periods specified in the rules and forms professional standards of the SEC Public Company Accounting Oversight Board. Since the Applicable Date, no material complaints from any source regarding accounting, internal accounting controls or auditing matters, and that no material concerns from Company employees regarding questionable accounting or auditing matters, have been received by the Company. The Company has made available to Parent a summary of all such information required complaints or concerns relating to be disclosed is accumulated and communicated to other matters made since the management Applicable Date through the Company’s whistleblower hot line or equivalent system for receipt of Rubicon Project, as appropriate, to allow timely decisions employee concerns regarding required disclosure and to enable possible violations of law. No attorney representing the chief executive officer and chief financial officer of Rubicon Project to make the certifications required under the Exchange Act with respect to such reports.
(vi) Neither Rubicon Project nor any of its Subsidiaries is a party to, or has any commitment to become a party to, any joint venture, off-balance sheet partnership Company or any similar contract (including any contract Company Subsidiary, whether or arrangement relating to any transaction or relationship between or among Rubicon Project and any of its Subsidiaries, on not employed by the one hand, and any unconsolidated Affiliate, including any structured finance, special purpose or limited purpose entity or Person, on the other hand, Company or any “off-balance sheet arrangements” (as defined in Item 303(a) Company Subsidiary, has reported evidence of Regulation S-K under a violation of securities laws, breach of fiduciary duty or similar violation by the Exchange Act)), where the purpose or intended effect of such contract is to avoid disclosure of any material transaction involving, or material liabilities of, Rubicon Project Company or any of its officers, directors, trustees, employees or agents to the Company’s chief legal officer, audit committee (or other committee designated for the purpose) of the Board or the Board pursuant to the rules adopted pursuant to Section 307 of the Sxxxxxxx-Xxxxx Act or any Company policy contemplating such reporting. The representations in this Section 3.7(c) are subject to the exceptions set forth in Section 3.7(c) of the Company Disclosure Letter.
(d) Neither the Company nor any of the Company Subsidiaries has any liabilities or obligations of any nature (whether known or unknown, whether asserted or unasserted, whether absolute or contingent, whether accrued or unaccrued, whether liquidated or unliquidated and whether due or to become due) (collectively, “Liabilities”) that are material, other than Liabilities to the extent (i) reflected, accrued or reserved for on the audited consolidated balance sheet included in Rubicon Project’s or such Subsidiary’s published the audited consolidated financial statements of the Company (the “Company Audited Financials”) as of December 31, 2005 contained in the Form 10-K filed by the Company with the SXX xx Xxxxx 00, 0000, (xx) reflected, accrued or reserved for on the unaudited balance sheet included in the unaudited financial statements of the Company as of June 30, 2006 (the “Financial Statement Date” and such financial statements, the “Company Interim Financials”) contained in the Form 10-Q filed by the Company with the SEC on August 8, 2006, (iii) incurred in the ordinary course of business after the Financial Statement Date, (iv) relating to payment or performance obligations under Contracts in accordance with the terms and conditions thereof which are not required by generally accepted accounting principles (“GAAP”) to be reflected on a regularly prepared balance sheet, (v) incurred in connection with this Agreement or the transactions contemplated hereby or (vi) arising out of or related to acquisition and development agreements and leases or other Rubicon Project SEC Documentscontracts and transactions listed on Section 3.7(d) of the Company Disclosure Letter.
Appears in 2 contracts
Samples: Merger Agreement (Windrose Medical Properties Trust), Merger Agreement (Health Care Reit Inc /De/)
SEC Documents; Financial Statements; Undisclosed Liabilities. (i) Rubicon Project has RockTenn and its subsidiaries have filed or furnished all required registration statements, prospectuses, reports, schedules, forms, statements, certifications and other documents (including exhibits and all other information incorporated therein, regardless of when such exhibits and other information were filed) with the SEC since January 1, 2017 2012 (the “Rubicon Project RockTenn SEC Documents”). As of their respective dates, the Rubicon Project RockTenn SEC Documents complied in all material respects with the requirements of the Securities Act, the Exchange Act and the Xxxxxxxx-Xxxxx Act, as the case may be, and the rules and regulations of the SEC promulgated thereunder applicable to the Rubicon Project RockTenn SEC Documents, and none of the Rubicon Project RockTenn SEC Documents when filed and at their respective effective times, if applicable, contained any untrue statement of a material fact or omitted to state a material fact required to be stated therein or necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading. As of the date of this Agreementhereof, there are no outstanding or unresolved comments received from the SEC with respect to any of the Rubicon Project RockTenn SEC Documents, and, to the Knowledge knowledge of Rubicon ProjectRockTenn, none of the Rubicon Project RockTenn SEC Documents is the subject of any outstanding SEC comment or outstanding SEC investigation. No Subsidiary of Rubicon Project is, or has since January 1, 2017 been, required to file reports with the SEC pursuant to the requirements of the Exchange Act.
(ii) The consolidated financial statements (including all related notes and schedules) of Rubicon Project RockTenn and its Subsidiaries subsidiaries included in the Rubicon Project RockTenn SEC Documents (the “Rubicon Project RockTenn Financial Statements”) were prepared in all material respects in accordance with GAAP (except, in the case of unaudited statements, as permitted by the SEC) applied on a consistent basis during the periods involved (except as may be indicated in the notes thereto) and fairly present in all material respects the consolidated financial position of Rubicon Project RockTenn and its consolidated Subsidiaries subsidiaries as of the dates thereof and the consolidated results of their operations and cash flows for the periods then ended (subject, in the case of unaudited statements, to normal year-end audit adjustments which are not material and to any other adjustments described therein, including the notes thereto). Since December 31, 2016, no independent public accounting firm of Telaria has resigned (or informed Telaria that it intends to resign) or been dismissed as independent public accountants of Telaria as a result of or in connection with any disagreements with Telaria on a matter of accounting principles or practices, financial statement disclosure or auditing scope or procedure.
(iii) Except (A) as reflected or reserved against in Rubicon ProjectRockTenn’s unaudited consolidated audited balance sheet as of September 30, 2019 2014 (or the notes thereto) as included in Rubicon Project’s Quarterly Report on Form 10-Q filed with the RockTenn Filed SEC on November 6, 2019Documents, (B) for liabilities and obligations incurred in the ordinary course of business consistent with past practice since September 30, 2019 2014 and (C) for liabilities and obligations incurred in connection with or contemplated by this Agreement, neither Rubicon Project RockTenn nor any of its Subsidiaries subsidiaries has any liabilities or obligations of any nature (whether accrued, absolute, contingent or otherwise) that would be required by GAAP to be reflected on a consolidated balance sheet of Rubicon Project RockTenn and its Subsidiaries subsidiaries (or in the notes thereto) that, individually and or in the aggregate, would reasonably be expected to have a Material Adverse Effect on Rubicon ProjectRockTenn.
(iv) Rubicon Project RockTenn maintains a system of “internal control over financial reporting” (as defined in Rules 13a-15(f) and 15d-15(f) of the Exchange Act) sufficient to provide reasonable assurance (Ai) that transactions are recorded as necessary to permit preparation of financial statements in conformity with GAAP, consistently applied, (Bii) that transactions are executed only in accordance with the authorization of management and (Ciii) regarding prevention or timely detection of the unauthorized acquisition, use or disposition of Rubicon ProjectRockTenn’s properties or assets. Since January 1, 20172012, none of Rubicon ProjectRockTenn, Rubicon ProjectRockTenn’s independent accountants, the Board of Directors of Rubicon Project RockTenn or its audit committee has received any oral or written notification of any (1i) “significant deficiency” in the internal controls over financial reporting of Rubicon ProjectRockTenn, (2ii) “material weakness” in the internal controls over financial reporting of Rubicon Project RockTenn or (3iii) fraud, whether or not material, that involves management or other employees of Rubicon Project RockTenn who have a significant role in the internal controls over financial reporting of Rubicon ProjectRockTenn.
(v) The “disclosure controls and procedures” (as defined in Rules 13a-15(e) and 15d-15(e) of the Exchange Act) utilized by Rubicon Project RockTenn are reasonably designed to ensure that all information (both financial and non-financial) required to be disclosed by Rubicon Project RockTenn in the reports that it files or submits under the Exchange Act is recorded, processed, summarized and reported within the time periods specified in the rules and forms of the SEC and that all such information required to be disclosed is accumulated and communicated to the management of Rubicon ProjectRockTenn, as appropriate, to allow timely decisions regarding required disclosure and to enable the chief executive officer and chief financial officer of Rubicon Project RockTenn to make the certifications required under the Exchange Act with respect to such reports.
(vi) Neither Rubicon Project RockTenn nor any of its Subsidiaries subsidiaries is a party to, or has any commitment to become a party to, any joint venture, off-balance sheet partnership or any similar contract (including any contract or arrangement relating to any transaction or relationship between or among Rubicon Project RockTenn and any of its Subsidiariessubsidiaries, on the one hand, and any unconsolidated Affiliateaffiliate, including any structured finance, special purpose or limited purpose entity or Personperson, on the other hand, or any “off-balance sheet arrangements” (as defined in Item 303(a) of Regulation S-K under the Exchange Act)), where the result, purpose or intended effect of such contract is to avoid disclosure of any material transaction involving, or material liabilities of, Rubicon Project RockTenn or any of its Subsidiaries subsidiaries in Rubicon ProjectRockTenn’s or such Subsidiarysubsidiary’s published financial statements or other Rubicon Project RockTenn SEC Documents.
Appears in 2 contracts
Samples: Business Combination Agreement (MEADWESTVACO Corp), Business Combination Agreement (Rock-Tenn CO)
SEC Documents; Financial Statements; Undisclosed Liabilities. (ia) Rubicon Project Seller has not filed or furnished all required registration statements, prospectuses, reports, schedules, forms, statements, certifications and other any documents (including exhibits and all other information incorporated therein, regardless of when such exhibits and other information were filed) with the SEC since January 1December 31, 2017 (2006 under Section 13(a) or 15(d) of the “Rubicon Project SEC Documents”). As Exchange Act which, as of their respective datesdates (or, the Rubicon Project SEC Documents complied in all material respects with the requirements of the Securities Act, the Exchange Act and the Xxxxxxxx-Xxxxx Act, as the case may be, and the rules and regulations of the SEC promulgated thereunder applicable if amended or superseded by a filing prior to the Rubicon Project SEC Documentsdate of this Agreement, and none then on the date of such filing), with respect to the Rubicon Project SEC Documents when filed and at their respective effective times, if applicableBusiness only, contained any untrue statement of a material fact or omitted to state a material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading. As .
(b) Section 4.04(b) of the date of this Agreement, there are no outstanding or unresolved comments received from the SEC Seller Disclosure Letter sets forth (i) an unaudited combined balance sheet with respect to any of the Rubicon Project SEC DocumentsBusiness at December 30, and, to the Knowledge of Rubicon Project, none of the Rubicon Project SEC Documents is the subject of any outstanding SEC comment or investigation. No Subsidiary of Rubicon Project is, or has since January 1, 2017 been, required to file reports 2007 (together with the SEC pursuant to the requirements of the Exchange Act.
(ii) The consolidated financial statements (including all related notes and schedules) of Rubicon Project and its Subsidiaries included in the Rubicon Project SEC Documents (thereto, the “Rubicon Project Balance Sheet”) and the related unaudited combined statements of operations, business unit equity and cash flows for the 52-week period ended December 30, 2007 (together with the notes thereto and the Balance Sheet, the “2007 Business Financial Statements”) were prepared and (ii) audited combined balance sheets with respect to the Business at December 31, 2006 and December 25, 2005 (together with the notes thereto, the “Historical Balance Sheets”) and the related audited combined statements of operations, business unit equity and cash flows for the two-year period ended December 31, 2006 (together with the notes thereto and the Historical Balance Sheets, the “Historical Business Financial Statements”). The 2007 Business Financial Statements and the Historical Business Financial Statements (collectively, the “Business Financial Statements”) and, when delivered in accordance with GAAP Section 6.13, the Audited Business Financial Statements, (exceptA) were (and, in the case of unaudited statementsthe Audited Business Financial Statements, shall have been) prepared in accordance with the books of account and other financial records of Seller and its subsidiaries, (B) present fairly (and, in the case of the Audited Business Financial Statements, shall present fairly), in all material respects, the financial position of the Business and the results of its operations and changes in cash flows as permitted by of the SEC) applied on a consistent basis during dates thereof and for the periods involved covered thereby, (C) have been (and, in the case of the Audited Business Financial Statements, shall have been) prepared in accordance with GAAP, in a manner and using accounting principles consistent with Seller’s historical financial statements (except as may be indicated in the notes thereto) thereto and fairly present in all material respects the consolidated financial position of Rubicon Project and its consolidated Subsidiaries as of the dates thereof and the consolidated results of their operations and cash flows for the periods then ended (subject, in the case of unaudited interim financial statements, to normal year-end audit adjustments which are not material adjustments), and (D) meet (and, in the case of the Audited Business Financial Statements, shall meet) the requirements of Regulation S-X, promulgated pursuant to any other adjustments described therein, including the notes theretoSecurities Act and the Exchange Act (“Regulations S-X”). Since December 31, 2016, no independent public accounting firm of Telaria has resigned (or informed Telaria that it intends to resign) or been dismissed as independent public accountants of Telaria as a result of or in connection with any disagreements with Telaria on a matter of accounting principles or practices, financial statement disclosure or auditing scope or procedure.
(iiic) Except Neither Seller nor any other member of the Seller Group has any liability or obligation of any nature (Awhether known or unknown, accrued, absolute, contingent or otherwise) as reflected or reserved against in Rubicon Project’s unaudited balance sheet as of September 30related to the Business, 2019 (the Transferred Equity Interests or the notes theretoTransferred Assets other than (i) included in Rubicon Project’s Quarterly Report on Form 10-Q filed with the SEC on November 6, 2019, (B) for liabilities and or obligations incurred in the ordinary course of business in a manner consistent with past practice and not in violation of this Agreement since September December 30, 2019 and 2007, (Cii) for liabilities and obligations incurred in connection with or contemplated by this Agreement, neither Rubicon Project nor any of its Subsidiaries has any liabilities or obligations of any nature disclosed, reflected or reserved against on the Balance Sheet, (whether accruediii) Retained Liabilities, absolute, contingent (iv) liabilities or otherwise) obligations pursuant to Contracts that would be are not required by GAAP to be reflected on a consolidated balance sheet set forth in Section 1.02(a)(viii) of Rubicon Project and its Subsidiaries the Seller Disclosure Letter, (v) Environmental Liabilities, (vi) liabilities, obligations or in commitments pursuant to any Business Benefit Plan or Business Benefit Agreement that is assumed by Purchaser under this Agreement (other than (x) under or with respect to any Benefit Plan Assets or (y) pursuant to any Business Benefit Plan or Business Benefit Agreement of the notes theretoTransferred Entity) or (vii) liabilities or obligations that, individually and or in the aggregate, would reasonably be expected to have a Material Adverse Effect on Rubicon Project.
(iv) Rubicon Project maintains a system of “internal control over financial reporting” (as defined in Rules 13a-15(f) and 15d-15(f) of the Exchange Act) sufficient to provide reasonable assurance (A) that transactions are recorded as necessary to permit preparation of financial statements in conformity with GAAP, consistently applied, (B) that transactions are executed only in accordance with the authorization of management and (C) regarding prevention or timely detection of the unauthorized acquisition, use or disposition of Rubicon Project’s properties or assets. Since January 1, 2017, none of Rubicon Project, Rubicon Project’s independent accountants, the Board of Directors of Rubicon Project or its audit committee has received any oral or written notification of any (1) “significant deficiency” in the internal controls over financial reporting of Rubicon Project, (2) “material weakness” in the internal controls over financial reporting of Rubicon Project or (3) fraud, whether or not material, that involves management or other employees of Rubicon Project who have a significant role in the internal controls over financial reporting of Rubicon Project.
(v) The “disclosure controls and procedures” (as defined in Rules 13a-15(e) and 15d-15(e) of the Exchange Act) utilized by Rubicon Project are reasonably designed to ensure that all information (both financial and non-financial) required to be disclosed by Rubicon Project in the reports that it files or submits under the Exchange Act is recorded, processed, summarized and reported within the time periods specified in the rules and forms of the SEC and that all such information required to be disclosed is accumulated and communicated to the management of Rubicon Project, as appropriate, to allow timely decisions regarding required disclosure and to enable the chief executive officer and chief financial officer of Rubicon Project to make the certifications required under the Exchange Act with respect to such reports.
(vi) Neither Rubicon Project nor any of its Subsidiaries is a party to, or has any commitment to become a party to, any joint venture, off-balance sheet partnership or any similar contract (including any contract or arrangement relating to any transaction or relationship between or among Rubicon Project and any of its Subsidiaries, on the one hand, and any unconsolidated Affiliate, 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 under the Exchange Act)), where the purpose or intended effect of such contract is to avoid disclosure of any material transaction involving, or material liabilities of, Rubicon Project or any of its Subsidiaries in Rubicon Project’s or such Subsidiary’s published financial statements or other Rubicon Project SEC Documents.
Appears in 2 contracts
Samples: Purchase Agreement (Weyerhaeuser Co), Purchase Agreement (International Paper Co /New/)
SEC Documents; Financial Statements; Undisclosed Liabilities. (ia) Rubicon Project The Company has filed or furnished all required registration statements, prospectuses, reports, schedules, forms, statements, certifications reports and other documents (including exhibits and all other information incorporated therein, regardless of when such exhibits and other information were filed) required to be filed or furnished by the Company with the SEC under the Securities Act or the Exchange Act (all such documents filed or furnished by the Company, the “Company SEC Documents”) since January 1, 2017 2019. None of the Subsidiaries of the Company is required to make any filings with the SEC.
(the “Rubicon Project SEC Documents”). b) As of their its respective datesfiling date (or, if amended or superseded prior to the Rubicon Project date of this Agreement, on the date of such filing) each Company SEC Documents Document complied as to form in all material respects with the requirements of the Securities ActSOX, the Exchange Act Act, and the Xxxxxxxx-Xxxxx Securities Act, as the case may be, and the rules and regulations of the SEC promulgated thereunder applicable to the Rubicon Project such Company SEC DocumentsDocument, and none of did not, at the Rubicon Project SEC Documents when time it was filed and at their respective effective timesor furnished (or, if applicableamended or superseded prior to the date of this Agreement, contained on the date of such filing), contain any untrue statement of a material fact or omitted omit to state a material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading. .
(c) As of the date of this Agreement, there are no outstanding or unresolved comments received from the SEC with respect to any of the Rubicon Project SEC Documents, and, to the Knowledge of Rubicon Project, none of the Rubicon Project SEC Documents Company is the subject of any outstanding SEC comment or investigation. No Subsidiary of Rubicon Project is, or has since January 1, 2017 been, required to file reports with the SEC pursuant to the requirements of a “foreign private issuer” as such term is defined under the Exchange Act.
(iid) The Each of the consolidated financial statements (including all related notes and schedules) of Rubicon Project and its Subsidiaries the Company included in the Rubicon Project Company SEC Documents (the “Rubicon Project Financial Statements”including, in each case, any notes thereto) were was prepared in accordance with GAAP applied on a consistent basis throughout the periods indicated (exceptexcept as may be indicated in notes thereto or, in the case of unaudited statements, as permitted by the rules and regulations of the SEC) applied on a consistent basis during the periods involved (except as may be indicated in the notes thereto) and each fairly present presented, in all material respects respects, the consolidated financial position position, the results of Rubicon Project operations, cash flows and changes in shareholders’ equity of the Company and its consolidated Subsidiaries as of and at the respective dates thereof and the consolidated results of their operations and cash flows for the respective periods then ended indicated therein (subject, in the case of unaudited interim statements, to normal year-end audit adjustments which adjustments). Except as have been described in the Company SEC Documents, there are not material no unconsolidated Subsidiaries of the Company or any off-balance sheet arrangements of the type required to be disclosed pursuant to Item 303 of Regulation S-K promulgated by the SEC.
(e) Except as and to any other adjustments described thereinthe extent set forth in the unaudited consolidated balance sheet of the Company and its consolidated Subsidiaries of the Company as of March 31, 2022, including the notes theretothereto (the “Most Recent Balance Sheet”). Since December 31, 2016, no independent public accounting firm of Telaria has resigned (or informed Telaria that it intends which was made available to resign) or been dismissed as independent public accountants of Telaria as a result of or in connection with any disagreements with Telaria on a matter of accounting principles or practices, financial statement disclosure or auditing scope or procedure.
(iii) Except (A) as reflected or reserved against in Rubicon Project’s unaudited balance sheet as of September 30, 2019 (or the notes thereto) included in Rubicon Project’s Quarterly Report on Form 10-Q filed with the SEC on November 6, 2019, (B) for liabilities and obligations incurred in the ordinary course of business consistent with past practice since September 30, 2019 and (C) for liabilities and obligations incurred in connection with or contemplated by this AgreementParent, neither Rubicon Project the Company nor any Subsidiary of its Subsidiaries the Company has any liabilities liability or obligations obligation of any nature (whether accrued, absolute, contingent or otherwise) required to be disclosed by GAAP, except for liabilities or obligations (i) incurred since March 31, 2022 in the ordinary course of business, (ii) in the form of executory obligations under any Contract to which the Company or any of its Subsidiaries is a party or is bound and that are not in the nature of material breaches of such Contracts, (iii) incurred in connection with fees and expenses of legal counsel, accountants and other third party advisors or services providers, (iv) incurred in connection with fees and expenses of legal counsel, accountants and other third party advisors or service providers, (v) incurred in connection with the preparation and negotiation of this Agreement or pursuant to this Agreement or in connection with the Transactions, or (vi) that would not reasonably be required by GAAP expected to be reflected on a consolidated balance sheet of Rubicon Project and its Subsidiaries (or in the notes thereto) thathave, individually and or in the aggregate, would reasonably be expected to have a Company Material Adverse Effect on Rubicon ProjectEffect.
(f) Each of the principal executive officer of the Company and the principal financial officer of the Company (and each former principal executive officer of the Company and each former principal financial officer of the Company, as applicable) has made all certifications required by Rule 13a-14 or 15d-14 under the Exchange Act and 18 U.S.C. Section 1350 (Section 906 of the Sxxxxxxx-Xxxxx Act (“SOX”)) and the rules and regulations promulgated thereunder with respect to the Company SEC Documents filed or furnished with the SEC, and prior to the date of this Agreement, neither the Company nor any of its executive officers has received written notice from any Governmental Entity challenging or questioning the accuracy, completeness, form or manner of filing such certifications. For purposes of this Section 3.6(f), “principal executive officer” and “principal financial officer” have the meanings given to such terms in SOX. Neither the Company nor any of the Subsidiaries of the Company has outstanding, or has arranged any outstanding “extensions of credit” to directors or executive officers within the meaning of Section 402 of SOX.
(g) The Company has implemented, and at all time since January 1, 2019, has maintained a system of financial controls over financial reporting designed to provide reasonable assurances regarding the reliability of financial reporting and the preparation of financial statements for external purposes, including to provide reasonable assurance: (i) that transactions are executed in accordance with management’s general or special authorizations; (ii) that transactions are recorded as necessary to permit preparation of financial statements in conformity with GAAP; (iii) regarding prevention or timely detection of unauthorized acquisition, use or disposition of the assets of the Company and its Subsidiaries, as applicable, that could have a material effect on the Company’s financial statements; (iv) Rubicon Project that the maintenance of records in reasonable detail accurately and fairly reflect the transactions and dispositions of the assets of the Company on a consolidated basis; and (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.
(h) The Company and its Subsidiaries keep books, records and accounts which, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of the Company or Subsidiary, and maintains a system of internal accounting controls sufficient to provide reasonable assurances that: (i) transactions are executed in accordance with management’s general or specific authorization; (ii) transactions are recorded as necessary to permit preparation of financial statements in conformity with generally accepted accounting principles or any other criteria applicable to such statements, and to maintain accountability for assets; (iii) access to assets is permitted only in accordance with management’s general or specific authorization; and (iv) the recorded accountability for assets is compared with the existing assets at reasonable intervals and appropriate action is taken with respect to any differences.
(i) The Company has (i) implemented and maintained “disclosure controls and procedures” (as defined in Rules 13a-15(e) and 15d-15(e) of the Exchange Act) that are designed to ensure that material information that is required to be disclosed by the Company in the reports that it files or submits under the Exchange Act, is recorded, processed, summarized and reported within the time periods specified in the rules and forms of the SEC and is accumulated and made known to its principal executive officer and principal financial officer as appropriate to allow timely decisions regarding required disclosure and (ii) disclosed, based on its most recent evaluation prior to the date of this Agreement to the Company’s outside auditors and the audit committee of the Company Board, (A) any significant deficiencies and material weaknesses in the design or operation of “internal control over financial reporting” (as defined in Rules 13a-15(f) and 15d-15(f) of the Exchange Act) sufficient that would be reasonably likely to provide reasonable assurance (A) that transactions are recorded as necessary adversely affect in any material way the Company’s ability to permit preparation of record, process, summarize and report financial statements in conformity with GAAP, consistently applied, information and (B) that transactions are executed only in accordance with the authorization of management and (C) regarding prevention or timely detection of the unauthorized acquisition, use or disposition of Rubicon Project’s properties or assets. Since January 1, 2017, none of Rubicon Project, Rubicon Project’s independent accountants, the Board of Directors of Rubicon Project or its audit committee has received any oral or written notification of any (1) “significant deficiency” in the internal controls over financial reporting of Rubicon Project, (2) “material weakness” in the internal controls over financial reporting of Rubicon Project or (3) fraud, whether or not material, that involves management or other employees of Rubicon Project who have a significant role in the Company’s “internal controls control over financial reporting.” Any material change in internal control over financial reporting of Rubicon Project.
(v) The “disclosure controls and procedures” (as defined in Rules 13a-15(e) and 15d-15(e) of the Exchange Act) utilized by Rubicon Project are reasonably designed to ensure that all information (both financial and non-financial) required to be disclosed in any Company SEC Document on or prior to the date of this Agreement has been so disclosed.
(j) As of the date of this Agreement, (i) there are no outstanding unresolved comments with respect to the Company or the Company SEC Documents filed or furnished with the SEC noted in comment letters or, to the Knowledge of the Company, other correspondence received by Rubicon Project in the reports that it files Company or submits under the Exchange Act is recorded, processed, summarized and reported within the time periods specified in the rules and forms of its attorneys from the SEC and that all such information required to be disclosed is accumulated and communicated to (ii) there are no pending or threatened (A) formal or informal investigation or other review of, or Proceeding against, the management Company or any of Rubicon Projectits directors or officers by the SEC or (B) inspection of an audit of the Company’s financial statements by the Public Company Accounting Oversight Board.
(k) The Company has adopted a code of ethics, as appropriatedefined by Item 16B of Form 20-F of the SEC, for senior financial officers, applicable to allow timely decisions regarding required disclosure and to enable its principal financial officer, comptroller or principal accounting officer, or persons performing similar functions. The Company has promptly disclosed any change in or waiver of the chief executive officer and chief financial officer Company’s code of Rubicon Project to make the certifications required under the Exchange Act ethics with respect to any such reports.persons, as required by Item 16B of Form 20-F.
(vil) Neither Rubicon Project the Company nor any of its the Subsidiaries of the Company is a party to, or has any commitment to become a party to, any joint venture, off-balance sheet partnership or any similar contract Contract (including any contract Contract or arrangement relating to any transaction or relationship between or among Rubicon Project the Company and any of its Subsidiariesthe Subsidiaries of the Company, on the one hand, and any unconsolidated Affiliateaffiliate, 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 contemplated by Instruction 8 to Item 303(a303(b) of Regulation S-K under the Exchange Act)), where the result, purpose or intended effect of such contract Contract is to avoid disclosure of any material transaction involving, or material liabilities of, Rubicon Project the Company or any of its the Subsidiaries of the Company in Rubicon Projectthe Company’s or such Subsidiary’s published financial statements or other Rubicon Project the Company SEC Documents.
(m) Since January 1, 2019, none of the Company, the Company Board or the audit committee of the Company Board has received any oral or written notification of any (A) “significant deficiency” in the internal controls over financial reporting of the Company, (B) “material weakness” in the internal controls over financial reporting of the Company or (C) fraud, whether or not material, that involves management or other employees of the Company who have a significant role in the internal controls over financial reporting of the Company.
(n) Since January 1, 2019, (i) neither the Company nor any its Subsidiaries or any of their respective Representatives has received any complaint, allegation, assertion or claim, whether written or oral, regarding the accounting or auditing practices, procedures, methodologies or methods of the Company or any of its Subsidiaries or their respective internal accounting controls, including any complaint, allegation, assertion or claim that the Company or any of its Subsidiaries has engaged in questionable accounting or auditing practices, in each case which set forth allegations of circumstances that if determined to be true, would be material to the Company and its Subsidiaries, taken as a whole, and (ii) no attorney representing the Company or any of its Subsidiaries has reported evidence of a material violation of securities Laws, breach of fiduciary duty or similar violation by the Company or any of its Representatives to the Company Board or any committee thereof or to any non-employee director or the Chief Executive Officer of the Company pursuant to Section 307 of SOX.
(o) Section 3.6(o) of the Company Disclosure Schedule contains a true, correct and complete list of all indebtedness of the Company and its Subsidiaries, or guarantees of indebtedness of any Person by the Company or any of its Subsidiaries (excluding agreements between the Company and any wholly owned Subsidiary of the Company or between wholly owned Subsidiaries of the Company or pursuant to which the Company or any of its Subsidiaries guarantees any such indebtedness of a wholly owned Subsidiary of the Company), and all definitive primary Contracts related thereto (collectively, “Indebtedness Contracts”). The Company has made available a true, correct and complete copy of each Indebtedness Contract. With respect to each such item of indebtedness, none of the Company or any of its Subsidiaries is in default and no payments are past due.
Appears in 2 contracts
Samples: Merger Agreement (Maxlinear Inc), Merger Agreement (Maxlinear Inc)
SEC Documents; Financial Statements; Undisclosed Liabilities. (ia) Rubicon Project The Company has filed or furnished all required registration statements, prospectuses, reports, schedules, forms, statements, certifications statements and other documents (including exhibits and all other information incorporated therein, regardless of when such exhibits and other information were filed) required to be filed by the Company with the SEC since January 1October 17, 2017 2001 (the “Rubicon Project "SEC Documents”)") in a timely manner. As of their respective datesdates (or, if amended or superceded by a subsequent filing made prior to the Rubicon Project date hereof, on the date of such subsequent filing), each of the SEC Documents complied in all material respects with the requirements of the Securities Act, Act or the Exchange Act and the Xxxxxxxx-Xxxxx Act, as the case may be, and the rules and regulations of the SEC promulgated thereunder applicable to the Rubicon Project such SEC Documents, and none of the Rubicon Project SEC Documents when at the time they were filed and at their respective effective times, if applicable, contained any untrue statement of a material fact or omitted to state a material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading. As .
(b) The financial statements (including, in each case, any related notes thereto) of the date Company included in the SEC Documents comply as to form in all material respects with applicable accounting requirements and the published rules and regulations of this Agreement, there are no outstanding or unresolved comments received from the SEC with respect to any of the Rubicon Project SEC Documentsthereto, and, to the Knowledge of Rubicon Project, none of the Rubicon Project SEC Documents is the subject of any outstanding SEC comment or investigation. No Subsidiary of Rubicon Project is, or has since January 1, 2017 been, required to file reports with the SEC pursuant to the requirements of the Exchange Act.
(ii) The consolidated financial statements (including all related notes and schedules) of Rubicon Project and its Subsidiaries included in the Rubicon Project SEC Documents (the “Rubicon Project Financial Statements”) were have been prepared in accordance with GAAP (except, in the case of unaudited statements, as permitted by the SEC) applied on a consistent basis during the periods involved (except as may be indicated in the notes theretothereto and except, in the case of the unaudited interim statements, as may be permitted under Form 10-Q of the Exchange Act) and fairly present in all material respects the consolidated financial position of Rubicon Project the Company and its consolidated Subsidiaries as of the dates thereof and the consolidated results of their operations and cash flows for the periods then ended (subject, in the case of unaudited statements, to normal year-end audit adjustments which are not material and to any other adjustments described therein, including the notes theretoadjustments). Since December 31, 2016, no independent public accounting firm of Telaria has resigned (or informed Telaria that it intends to resign) or been dismissed as independent public accountants of Telaria as a result of or in connection with any disagreements with Telaria on a matter of accounting principles or practices, financial statement disclosure or auditing scope or procedure.
(iiic) Except The Company and the Company Subsidiaries have no liabilities of any nature, whether accrued, absolute, contingent or otherwise, and whether or not required to be disclosed on a balance sheet prepared in accordance with GAAP, except liabilities (Ai) as reflected disclosed in the SEC Documents filed prior to the date of this Agreement (the "Filed SEC Documents"), including liabilities stated or reserved against in Rubicon Project’s unaudited balance sheet as the financial statements of September 30, 2019 (the Company or in the notes thereto) thereto included in Rubicon Project’s Quarterly Report on Form 10-Q filed the Filed SEC Documents, (ii) relating to any obligations remaining to be performed by the Company or any Company Subsidiary in accordance with the SEC on November 6, 2019terms of any agreement to which the Company or any Company Subsidiary is a party (other than liabilities for Product warranty obligations thereunder), (Biii) for liabilities and obligations incurred in the ordinary and usual course of business consistent with past practice since September 30, 2019 and 2003 or (C) for liabilities and obligations incurred in connection with or contemplated by this Agreement, neither Rubicon Project nor any of its Subsidiaries has any liabilities or obligations of any nature (whether accrued, absolute, contingent or otherwiseiv) that would be required by GAAP to be reflected on a consolidated balance sheet of Rubicon Project and its Subsidiaries (or in the notes thereto) thatnot, individually and or in the aggregate, would reasonably be expected to have a Material Adverse Effect on Rubicon Project.
(iv) Rubicon Project maintains a system of “internal control over financial reporting” (as defined in Rules 13a-15(f) and 15d-15(f) of the Exchange Act) sufficient to provide reasonable assurance (A) that transactions are recorded as necessary to permit preparation of financial statements in conformity with GAAP, consistently applied, (B) that transactions are executed only in accordance with the authorization of management and (C) regarding prevention or timely detection of the unauthorized acquisition, use or disposition of Rubicon Project’s properties or assets. Since January 1, 2017, none of Rubicon Project, Rubicon Project’s independent accountants, the Board of Directors of Rubicon Project or its audit committee has received any oral or written notification of any (1) “significant deficiency” in the internal controls over financial reporting of Rubicon Project, (2) “material weakness” in the internal controls over financial reporting of Rubicon Project or (3) fraud, whether or not material, that involves management or other employees of Rubicon Project who have a significant role in the internal controls over financial reporting of Rubicon Project.
(v) The “disclosure controls and procedures” (as defined in Rules 13a-15(e) and 15d-15(e) of the Exchange Act) utilized by Rubicon Project are reasonably designed to ensure that all information (both financial and non-financial) required to be disclosed by Rubicon Project in the reports that it files or submits under the Exchange Act is recorded, processed, summarized and reported within the time periods specified in the rules and forms of the SEC and that all such information required to be disclosed is accumulated and communicated to the management of Rubicon Project, as appropriate, to allow timely decisions regarding required disclosure Company and to enable the chief executive officer and chief financial officer of Rubicon Project to make the certifications required under the Exchange Act with respect to such reports.
(vi) Neither Rubicon Project nor any of its Subsidiaries is a party to, or has any commitment to become a party to, any joint venture, off-balance sheet partnership or any similar contract (including any contract or arrangement relating to any transaction or relationship between or among Rubicon Project and any of its Company Subsidiaries, on the one hand, and any unconsolidated Affiliate, including any structured finance, special purpose or limited purpose entity or Person, on the other hand, or any “off-balance sheet arrangements” (taken as defined in Item 303(a) of Regulation S-K under the Exchange Act)), where the purpose or intended effect of such contract is to avoid disclosure of any material transaction involving, or material liabilities of, Rubicon Project or any of its Subsidiaries in Rubicon Project’s or such Subsidiary’s published financial statements or other Rubicon Project SEC Documentsa whole.
Appears in 2 contracts
Samples: Merger Agreement (Therasense Inc), Merger Agreement (Therasense Inc)
SEC Documents; Financial Statements; Undisclosed Liabilities. (ia) Rubicon Project has The XxXxxx Partnerships that are required to file reports with the SEC pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934, as amended (the "Exchange Act"), are identified on Schedule 4.5(a) of the Seller Disclosure Letter (collectively, the "Public XxXxxx Partnerships"), and have filed or furnished all required registration statements, prospectuses, reports, schedules, forms, statements, certifications statements and other documents (including exhibits and all other information incorporated therein, regardless of when such exhibits and other information were filed) with the SEC since January 1, 2017 1996 (collectively, including any such reports filed in the “Rubicon Project period subsequent to the date hereof but prior to the Closing Date, and as amended, the "Seller SEC Documents”," and the financial statements of the Public XxXxxx Partnerships included in the Seller SEC Documents, the "Public XxXxxx Partnership Statements"). As All of the Seller SEC Documents (other than preliminary material), as of their respective filing dates, complied (or, in the Rubicon Project case of any Seller SEC Documents complied filed in the period subsequent to the date hereof but prior to the Closing Date, will comply as of their respective filing dates) in all material respects with the all applicable requirements of the Securities Act of 1933, as amended (the "Securities Act"), and the Exchange Act, the Exchange Act and the Xxxxxxxx-Xxxxx Actand, as the case may bein each case, and the rules and regulations of the SEC promulgated thereunder applicable to the Rubicon Project such Seller SEC Documents, and none . None of the Rubicon Project Seller SEC Documents when at the time of filing contained (or, in the case of any Seller SEC Documents filed and in the period subsequent to the date hereof but prior to the Closing Date, will contain at their respective effective times, if applicable, contained the time of filing) any untrue statement of a material fact or at the time of filing omitted (or, in the case of any Seller SEC Documents filed in the period subsequent to the date hereof but prior to the Closing Date, will omit at the time of filing) to state a any 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. As of the date of this Agreement, there are no outstanding or unresolved comments received from the SEC with respect to any of the Rubicon Project SEC Documents, and, to the Knowledge of Rubicon Project, none of the Rubicon Project SEC Documents is the subject of any outstanding SEC comment or investigation. No Subsidiary of Rubicon Project is, or has since January 1, 2017 been, required to file reports with the SEC pursuant to the requirements of the Exchange Act.
(iib) Each of the Private XxXxxx Partnerships has made available to the Company copies of its unaudited balance sheets as of March 31, 1999 and December 31, 1998 and its related unaudited statements of operations and cash flows for the three-month period ended March 31, 1999 and for the year ended December 31, 1998 (such financial statements, collectively with the Public XxXxxx Partnership Statements, the "XxXxxx Partnership Statements"). In addition: Regency North has made available to the Company copies of the audited balance sheet as of December 31, 1998 and the related audited statements of operations and cash flows for the year ended December 31, 1998 for Regency North Apartments Limited Partnership, a Subsidiary Partnership of Regency North; Hearth Hollow has made available to the Company copies of the audited balance sheet as of December 31, 1998 and the related audited statements of operations and cash flows for the year ended December 31, 1998 for Hearth Hollow Apartments Limited Partnership, a Subsidiary Partnership of Hearth Hollow; and Midwest Properties has made available to the Company copies of its audited balance sheet as of December 31, 1998 and its audited statements of operations and cash flows for the year ended December 31, 1998 and copies of the audited balance sheets as of December 31, 1998 and the related audited statements of operations and cash flows for the year ended December 31, 1998 for each of Cedarwood Hills Associates and East Bay Village Apartments Limited Partnership, each of which is a Subsidiary Partnership of Midwest Properties (all such financial statements described in this sentence, the "Subsidiary Financial Statements"). McREMI has made available to the Company copies of its unaudited balance sheet as of March 31, 1999 and its audited balance sheet as of December 31, 1998, and its related unaudited statements of operations and cash flows for the three-month period ended March 31, 1999 and its related audited statements of operations and cash flows for the year ended December 31, 1998. MII and MPLP have made available to the Company copies of their unaudited consolidated balance sheet as of March 31, 1999 and their audited consolidated balance sheet as of December 31, 1998, and their related unaudited consolidated statements of operations and cash flows for the three-month period ended March 31 1999 and their related audited consolidated statements of operations and cash flows for the year ended December 31, 1998. The financial statements of McREMI and the consolidated financial statements (including all related notes of MII and schedules) of Rubicon Project and its Subsidiaries included in MPLP made available to the Rubicon Project SEC Documents (the “Rubicon Project Financial Statements”) were prepared Company in accordance with GAAP this paragraph (exceptb), together with the XxXxxx Partnership Statements, are referred to in this Agreement as the "Seller Statements."
(c) The Public XxXxxx Partnership Statements complied (or, in the case of unaudited statementsPublic XxXxxx Partnership Statements contained in any Seller SEC Documents filed in the period subsequent to the date hereof but prior to the Closing Date, will comply) as permitted by to form in all material respects with the SECpublished rules and regulations of the SEC with respect thereto in effect at the time of such filing, and the audited Seller Statements have been prepared (or, in the case of any Seller Statements prepared for any period subsequent to the date hereof but prior to the Closing Date, will be prepared) in accordance with GAAP in effect at the time of such preparation applied on a consistent basis during the periods involved (except as may be indicated in the notes thereto). Each of the Seller Statements fairly presented (or, in the case of any Seller Statements for such Seller prepared for any period subsequent to the date hereof but prior to the Closing Date, will fairly present) and fairly present in all material respects the consolidated financial position of Rubicon Project the applicable Seller (and its consolidated Subsidiaries subsidiaries, if applicable) for which such Seller Statements were prepared as of the dates date thereof and fairly presented (or, in the case of any Seller Statements for such Seller prepared for any period subsequent to the date hereof but prior to the Closing Date, will fairly present) in all material respects the results of operations, cash flows and changes in financial position of such Seller or the consolidated results of their operations and operations, cash flows and changes in financial position of the applicable Seller or Seller Subsidiary for which such Seller Statements were prepared for the periods period then ended (subject, in the case of unaudited statements, to normal year-end audit adjustments which are not material adjustments).
(d) Except for liabilities and obligations set forth in the Seller SEC Documents filed prior to any other adjustments described thereinthe date hereof, in the Seller Statements (including the notes thereto). Since December 31, 2016, no independent public accounting firm of Telaria has resigned () made available to the Company or informed Telaria that it intends contained in Seller SEC Documents filed prior to resign) or been dismissed as independent public accountants of Telaria as a result of the date hereof or in connection with any disagreements with Telaria on a matter of accounting principles or practices, financial statement disclosure or auditing scope or procedure.
the Subsidiary Financial Statements (iii) Except (A) as reflected or reserved against in Rubicon Project’s unaudited balance sheet as of September 30, 2019 (or including the notes thereto) included in Rubicon Project’s Quarterly Report or on Form 10-Q filed with Schedule 4.5(d) of the SEC on November 6, 2019, (B) Seller Disclosure Letter and except for liabilities and obligations incurred in the ordinary course since the respective dates of business consistent with past practice since September 30the balance sheets included in the Seller Statements made available to the Company or contained in Seller SEC Documents filed prior to the date hereof, 2019 and (C) for liabilities and obligations incurred in connection with or contemplated by this Agreement, neither Rubicon Project nor any of its Subsidiaries has any there are no liabilities or obligations of the Seller (or its consolidated subsidiaries, if applicable) in respect of which such Seller Statement was prepared of any nature (whether accrued, absolute, contingent or otherwise) that would be required by GAAP to be reflected set forth on a consolidated the respective balance sheet sheets of Rubicon Project such Seller (and its Subsidiaries (consolidated subsidiaries, if applicable) included in the Seller Statements made available to the Company or contained in the Seller SEC Documents filed prior to the date hereof or in the notes thereto) thatthereto and which, individually and or in the aggregate, would reasonably be expected to have a Seller Material Adverse Effect on Rubicon Project.
(iv) Rubicon Project maintains a system of “internal control over financial reporting” (as defined in Rules 13a-15(f) and 15d-15(f) or prevent the consummation by Sellers of the Exchange Act) sufficient to provide reasonable assurance (A) that transactions are recorded as necessary to permit preparation of financial statements in conformity with GAAP, consistently applied, (B) that transactions are executed only in accordance with the authorization of management contemplated by this Agreement and (C) regarding prevention or timely detection of the unauthorized acquisition, use or disposition of Rubicon Project’s properties or assets. Since January 1, 2017, none of Rubicon Project, Rubicon Project’s independent accountants, the Board of Directors of Rubicon Project or its audit committee has received any oral or written notification of any (1) “significant deficiency” in the internal controls over financial reporting of Rubicon Project, (2) “material weakness” in the internal controls over financial reporting of Rubicon Project or (3) fraud, whether or not material, that involves management or other employees of Rubicon Project who have a significant role in the internal controls over financial reporting of Rubicon Project.
(v) The “disclosure controls and procedures” (as defined in Rules 13a-15(e) and 15d-15(e) of the Exchange Act) utilized by Rubicon Project are reasonably designed to ensure that all information (both financial and non-financial) required to be disclosed by Rubicon Project in the reports that it files or submits under the Exchange Act is recorded, processed, summarized and reported within the time periods specified in the rules and forms of the SEC and that all such information required to be disclosed is accumulated and communicated to the management of Rubicon Project, as appropriate, to allow timely decisions regarding required disclosure and to enable the chief executive officer and chief financial officer of Rubicon Project to make the certifications required under the Exchange Act with respect to such reports.
(vi) Neither Rubicon Project nor any of its Subsidiaries is a party to, or has any commitment to become a party to, any joint venture, off-balance sheet partnership or any similar contract (including any contract or arrangement relating to any transaction or relationship between or among Rubicon Project and any of its Subsidiaries, on the one hand, and any unconsolidated Affiliate, 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 under the Exchange Act)), where the purpose or intended effect of such contract is Transaction Documents to avoid disclosure of any material transaction involving, or material liabilities of, Rubicon Project or any of its Subsidiaries in Rubicon Project’s or such Subsidiary’s published financial statements or other Rubicon Project SEC Documentswhich Sellers are parties.
Appears in 2 contracts
Samples: Master Agreement (Goldman Sachs Group Inc), Master Agreement (Goldman Sachs Group Inc)
SEC Documents; Financial Statements; Undisclosed Liabilities. (ia) Rubicon Project The Company has timely filed with or furnished to the SEC, as applicable, all required registration statements, prospectuses, reports, schedules, forms, statements, certifications and other documents (including exhibits and all other information incorporated therein, regardless of when such exhibits and other information were filed) with the SEC since January 1, 2017 (the “Rubicon Project Company SEC Documents”). As of their its respective datesdate, the Rubicon Project each Company SEC Documents Document (including any financial statements or schedules included therein) complied in all material respects with the applicable requirements of the Securities Act, the Exchange Act and the Xxxxxxxx-Xxxxx Exchange Act, as the case may be, and the rules and regulations of the SEC promulgated thereunder applicable to the Rubicon Project such Company SEC Documents, and none of the Rubicon Project SEC Documents when filed and at their respective effective times, if applicable, contained did not contain any untrue statement of a material fact or omitted omit to state a material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading. As of the date of this Agreementhereof, there are no outstanding or unresolved comments received in comment letters from the SEC with respect to any of the Rubicon Project Company SEC Documents, and, to . To the Knowledge of Rubicon Projectthe Company, as of the date hereof, none of the Rubicon Project Company SEC Documents is the subject of any ongoing SEC review, outstanding SEC comment or outstanding SEC investigation. No Subsidiary of Rubicon Project is, or has since January 1, 2017 been, required to file reports with the SEC pursuant to the requirements of the Exchange Act.
(iib) The consolidated financial statements (including As of their respective dates, the Financial Statements complied as to form in all related notes material respects with applicable accounting requirements and schedules) the published rules and regulations of Rubicon Project and its Subsidiaries included in the Rubicon Project SEC Documents (the “Rubicon Project Financial Statements”) were with respect thereto, having been prepared in accordance with GAAP (exceptexcept as may be indicated in the notes thereto and, in the case of unaudited statements, as permitted by the SECLaw) applied on a consistent basis during the periods involved (except as may be indicated in the notes thereto) ), and fairly present presented, in all material respects respects, the consolidated financial position of Rubicon Project the Company and its consolidated Subsidiaries as of the dates thereof and the consolidated results of their operations and cash flows for the periods then ended (subject, in the case of unaudited statements, to the absence of footnote disclosure and to normal year-end audit adjustments which are not material adjustments).
(c) The Company has previously furnished or made available to Parent true and to any other adjustments described therein, including complete copies of the notes thereto). Since annual financial statement for the year ended December 31, 20162009, no independent public and quarterly financial statements for each of the quarters ended March 31, 2010, June 30, 2010 and September 30, 2010, together with all exhibits and schedules thereto (collectively, the “Insurance Company Statements”), with respect to each of the Company Subsidiaries set forth in Section 4.06(c) of the Company Disclosure Schedule (the “Insurance Company Subsidiaries”), in each case as filed with the Governmental Entity charged with supervision of such Insurance Company Subsidiary in its jurisdiction of domicile. The Insurance Company Statements were prepared in all material respects in conformity with accounting firm standards and accounting practices prescribed or permitted by the Governmental Entity charged with supervision the applicable Insurance Company Subsidiary in its jurisdiction of Telaria has resigned domicile (or informed Telaria that it intends to resign“Applicable Accounting Principles”) or been dismissed as independent public accountants of Telaria as a result of or in connection with any disagreements with Telaria applied on a matter consistent basis, except as may have been noted therein and present fairly, in all material respects, to the extent required by and in conformity with Applicable Accounting Principles, the financial condition of accounting principles or practicessuch Company Insurance Subsidiary at the respective dates and the results of operations, financial statement disclosure or auditing scope or procedurechanges in capital and surplus and cash flows of such Insurance Company Subsidiary for each of the periods then ended.
(iiid) Except The Company and the Company Subsidiaries have no liabilities, whether accrued, absolute, contingent or otherwise that would be required to be disclosed on a balance sheet prepared in accordance with GAAP, except liabilities (Ai) as reflected stated or reserved against in Rubicon Project’s unaudited balance sheet as of September 30, 2019 (or the notes thereto) included in Rubicon Project’s Quarterly Report on Form 10-Q filed with the SEC on November 6, 2019Financial Statements, (Bii) for liabilities and obligations incurred in the ordinary course of business consistent with past practice since September 30December 31, 2019 and (C) for liabilities and obligations incurred 2009 or in connection with this Agreement or contemplated by this Agreement, neither Rubicon Project nor any of its Subsidiaries has any liabilities or obligations of any nature (whether accrued, absolute, contingent or otherwise) that would be required by GAAP to be reflected on a consolidated balance sheet of Rubicon Project and its Subsidiaries (the Merger or in connection with the notes thereto) thatexploration of strategic alternatives announced by the Company on October 25, 2010 (including fees and expenses of advisors of the Company or the Special Committee), none of which would, individually and or in the aggregate, would reasonably be expected likely to have result in a Company Material Adverse Effect on Rubicon Project.
Effect, (iii) under any Contract to which the Company or any Company Subsidiary is a party or by which any of them or their respective assets or properties are bound or (iv) Rubicon Project maintains that would not, individually or in the aggregate, reasonably be likely to result in a system of “internal control over financial reporting” (as defined in Rules 13a-15(f) and 15d-15(f) Company Material Adverse Effect. There are no unconsolidated Subsidiaries of the Exchange Act) sufficient to provide reasonable assurance (A) that transactions are recorded as necessary to permit preparation of financial statements in conformity with GAAP, consistently applied, (B) that transactions are executed only in accordance with the authorization of management and (C) regarding prevention Company or timely detection of the unauthorized acquisition, use or disposition of Rubicon Project’s properties or assets. Since January 1, 2017, none of Rubicon Project, Rubicon Project’s independent accountants, the Board of Directors of Rubicon Project or its audit committee has received any oral or written notification off-balance sheet arrangements of any type (1) “significant deficiency” in the internal controls over financial reporting of Rubicon Project, (2) “material weakness” in the internal controls over financial reporting of Rubicon Project or (3) fraud, whether or not material, that involves management or other employees of Rubicon Project who have a significant role in the internal controls over financial reporting of Rubicon Project.
(v) The “disclosure controls and procedures” (as defined in Rules 13a-15(e) and 15d-15(e) of the Exchange Act) utilized by Rubicon Project are reasonably designed to ensure that all information (both financial and nonincluding any off-financial) balance sheet arrangement required to be disclosed by Rubicon Project in the reports that it files or submits under the Exchange Act is recorded, processed, summarized and reported within the time periods specified in the rules and forms of the SEC and that all such information required pursuant to be disclosed is accumulated and communicated to the management of Rubicon Project, as appropriate, to allow timely decisions regarding required disclosure and to enable the chief executive officer and chief financial officer of Rubicon Project to make the certifications required under the Exchange Act with respect to such reports.
(vi) Neither Rubicon Project nor any of its Subsidiaries is a party to, or has any commitment to become a party to, any joint venture, off-balance sheet partnership or any similar contract (including any contract or arrangement relating to any transaction or relationship between or among Rubicon Project and any of its Subsidiaries, on the one hand, and any unconsolidated Affiliate, 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(a303(a)(4) of Regulation S-K promulgated under the Exchange Securities Act))) that have not been so described in the Company SEC Documents nor any obligations to enter into any such arrangements. As of December 31, where 2010, the purpose or intended effect Company and the Company Subsidiaries, on a consolidated basis, had unrestricted cash and cash equivalents of such contract is to avoid disclosure approximately $47.8 million and outstanding Indebtedness of any material transaction involving, or material liabilities of, Rubicon Project or any of its Subsidiaries in Rubicon Project’s or such Subsidiary’s published financial statements or other Rubicon Project SEC Documentsapproximately $0.9 million.
Appears in 2 contracts
Samples: Merger Agreement (Pre Paid Legal Services Inc), Merger Agreement (Pre Paid Legal Services Inc)
SEC Documents; Financial Statements; Undisclosed Liabilities. (i) Rubicon Project has Janus and its subsidiaries have filed or furnished all required material registration statements, prospectuses, reports, schedules, forms, statements, certifications and other documents (including exhibits and all other information incorporated therein, regardless of when such exhibits and other information were filed) with the SEC since January 1, 2017 2015 (the “Rubicon Project Janus SEC Documents”). As of their respective dates, the Rubicon Project Janus SEC Documents complied in all material respects with the requirements of the Securities Act of 1933, as amended (the Securities Act), the Exchange Act and the Xxxxxxxx-Xxxxx Act of 2002, as amended (the Xxxxxxxx-Xxxxx Act), as the case may be, and the rules and regulations of the SEC promulgated thereunder applicable to the Rubicon Project Janus SEC Documents, and none of the Rubicon Project Janus SEC Documents when filed and at their respective effective times, if applicable, contained any untrue statement of a material fact or omitted to state a material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading. As of the date of this Agreement, there are no outstanding or unresolved comments received from the SEC with respect to any of the Rubicon Project Janus SEC DocumentsDocument, and, to the Knowledge knowledge of Rubicon ProjectJanus, none of the Rubicon Project no Janus SEC Documents Document is the subject of any outstanding SEC comment or outstanding SEC investigation. No Subsidiary of Rubicon Project is, or has since January 1, 2017 been, required to file reports with the SEC pursuant to the requirements of the Exchange Act.
(ii) The consolidated financial statements (including all related notes and schedules) of Rubicon Project Janus and its Subsidiaries subsidiaries included in the Rubicon Project Janus SEC Documents (the “Rubicon Project Janus Financial Statements”) were prepared in all material respects in accordance with GAAP generally accepted accounting principles (GAAP) (except, in the case of unaudited statements, as permitted by the SEC) applied on a consistent basis during the periods involved (except as may be indicated in the notes thereto) and fairly present in all material respects the consolidated financial position of Rubicon Project Janus and its consolidated Subsidiaries subsidiaries as of the dates thereof and the consolidated results of their operations and cash flows for the periods then ended (subject, in the case of unaudited statements, to normal year-end audit adjustments which are not material and to any other adjustments described therein, including the notes thereto). Since December 31, 2016, no independent public accounting firm of Telaria has resigned (or informed Telaria that it intends to resign) or been dismissed as independent public accountants of Telaria as a result of or in connection with any disagreements with Telaria on a matter of accounting principles or practices, financial statement disclosure or auditing scope or procedure.
(iii) Except (A) as reflected or reserved against in Rubicon ProjectJanus’s unaudited balance sheet as of September June 30, 2019 2016 (or the notes thereto) as included in Rubicon Project’s Quarterly Report on Form 10-Q filed with the Janus Filed SEC on November 6, 2019Documents, (B) for liabilities and obligations incurred in the ordinary course of business consistent with past practice since September June 30, 2019 2016 and (C) for liabilities and obligations incurred in connection with or contemplated by this AgreementAgreement and the Ancillary Agreements, neither Rubicon Project Janus nor any of its Subsidiaries subsidiaries has any material liabilities or material obligations of any nature (whether accrued, absolute, contingent or otherwise) that would be required by GAAP to be reflected on a consolidated balance sheet of Rubicon Project Janus and its Subsidiaries subsidiaries (or in the notes thereto) that, individually and in the aggregate, would reasonably be expected to have a Material Adverse Effect on Rubicon Project).
(iv) Rubicon Project Janus maintains a system of “internal control over financial reporting” (as defined in Rules 13a-15(f) and 15d-15(f) of the Exchange Act) sufficient to to, in all material respects, provide reasonable assurance (Ai) that transactions are recorded as necessary to permit preparation of financial statements in conformity with GAAP, consistently applied, (Bii) that transactions are executed only in accordance with the authorization of management and (Ciii) regarding prevention or timely detection of the unauthorized acquisition, use or disposition of Rubicon ProjectJanus’s properties or assets. Since January 1, 20172015, none of Rubicon ProjectJanus or, Rubicon Projectto the knowledge of Janus, Janus’s independent accountants, the Board of Directors of Rubicon Project Janus or its audit committee has received any oral or written notification of any any
(1i) “significant deficiency” in the internal controls over financial reporting of Rubicon ProjectJanus, (2ii) “material weakness” in the internal controls over financial reporting of Rubicon Project Janus or (3iii) fraud, whether or not material, that involves management or other employees of Rubicon Project Janus who have a significant role in the internal controls over financial reporting of Rubicon ProjectJanus.
(v) The “disclosure controls and procedures” (as defined in Rules 13a-15(e) and 15d-15(e) of the Exchange Act) utilized by Rubicon Project Janus are reasonably designed to to, in all material respects, ensure that all information (both financial and non-financial) required to be disclosed by Rubicon Project Janus in the reports that it files or submits under the Exchange Act is recorded, processed, summarized and reported within the time periods specified in the rules and forms of the SEC and that all such information required to be disclosed is accumulated and communicated to the management of Rubicon ProjectJanus, as appropriate, to allow timely decisions regarding required disclosure and to enable the chief executive officer and chief financial officer of Rubicon Project Janus to make the certifications required under the Exchange Act with respect to such reports.
(vi) Neither Rubicon Project Janus nor any of its Subsidiaries subsidiaries is a party to, or has any commitment to become a party to, any joint venture, off-balance sheet partnership or any similar contract Contract (including any contract Contract or arrangement relating to any transaction or relationship between or among Rubicon Project Janus and any of its Subsidiariessubsidiaries, on the one hand, and any unconsolidated Affiliate, including any structured finance, special purpose or limited purpose entity or Personperson, on the other hand, or any “off-balance sheet arrangements” (as defined in Item 303(a) of Regulation S-K under the Exchange Act)), where the result, purpose or intended effect of such contract Contract is to avoid disclosure of any material transaction involving, or material liabilities of, Rubicon Project Janus or any of its Subsidiaries subsidiaries in Rubicon ProjectJanus’s or such Subsidiarysubsidiary’s published financial statements or other Rubicon Project Janus SEC Documents.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Janus Henderson Group PLC), Agreement and Plan of Merger (Janus Capital Group Inc)
SEC Documents; Financial Statements; Undisclosed Liabilities. (i) Rubicon Project has MWV and its subsidiaries have filed or furnished all required registration statements, prospectuses, reports, schedules, forms, statements, certifications and other documents (including exhibits and all other information incorporated therein, regardless of when such exhibits and other information were filed) with the SEC since January 1, 2017 2012 (the “Rubicon Project MWV SEC Documents”). As of their respective dates, the Rubicon Project MWV SEC Documents complied in all material respects with the requirements of the Securities Act of 1933, as amended (the “Securities Act”), the Exchange Act and the Xxxxxxxx-Xxxxx Act of 2002, as amended (the “Xxxxxxxx-Xxxxx Act”), as the case may be, and the rules and regulations of the SEC promulgated thereunder applicable to the Rubicon Project MWV SEC Documents, and none of the Rubicon Project MWV SEC Documents when filed and at their respective effective times, if applicable, contained any untrue statement of a material fact or omitted to state a material fact required to be stated therein or necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading. As of the date of this Agreementhereof, there are no outstanding or unresolved comments received from the SEC with respect to any of the Rubicon Project MWV SEC Documents, and, to the Knowledge knowledge of Rubicon ProjectMWV, none of the Rubicon Project MWV SEC Documents is the subject of any outstanding SEC comment or outstanding SEC investigation. No Subsidiary of Rubicon Project is, or has since January 1, 2017 been, required to file reports with the SEC pursuant to the requirements of the Exchange Act.
(ii) The consolidated financial statements (including all related notes and schedules) of Rubicon Project MWV and its Subsidiaries subsidiaries included in the Rubicon Project MWV SEC Documents (the “Rubicon Project MWV Financial Statements”) were prepared in all material respects in accordance with GAAP generally accepted accounting principles (“GAAP”) (except, in the case of unaudited statements, as permitted by the SEC) applied on a consistent basis during the periods involved (except as may be indicated in the notes thereto) and fairly present in all material respects the consolidated financial position of Rubicon Project MWV and its consolidated Subsidiaries subsidiaries as of the dates thereof and the consolidated results of their operations and cash flows for the periods then ended (subject, in the case of unaudited statements, to normal year-end audit adjustments which are not material and to any other adjustments described therein, including the notes thereto). Since December 31, 2016, no independent public accounting firm of Telaria has resigned (or informed Telaria that it intends to resign) or been dismissed as independent public accountants of Telaria as a result of or in connection with any disagreements with Telaria on a matter of accounting principles or practices, financial statement disclosure or auditing scope or procedure.
(iii) Except (A) as reflected or reserved against in Rubicon ProjectMWV’s unaudited consolidated audited balance sheet as of September 30December 31, 2019 2013 (or the notes thereto) as included in Rubicon Project’s Quarterly Report on Form 10-Q filed with the MWV Filed SEC on November 6, 2019Documents, (B) for liabilities and obligations incurred in the ordinary course of business consistent with past practice since September 30December 31, 2019 2013 and (C) for liabilities and obligations incurred in connection with or contemplated by this Agreement, neither Rubicon Project MWV nor any of its Subsidiaries subsidiaries has any liabilities or obligations of any nature (whether accrued, absolute, contingent or otherwise) that would be required by GAAP to be reflected on a consolidated balance sheet of Rubicon Project MWV and its Subsidiaries subsidiaries (or in the notes thereto) that, individually and or in the aggregate, would reasonably be expected to have a Material Adverse Effect on Rubicon ProjectMWV.
(iv) Rubicon Project MWV maintains a system of “internal control over financial reporting” (as defined in Rules 13a-15(f) and 15d-15(f) of the Exchange Act) sufficient to provide reasonable assurance (Ai) that transactions are recorded as necessary to permit preparation of financial statements in conformity with GAAP, consistently applied, (Bii) that transactions are executed only in accordance with the authorization of management and (Ciii) regarding prevention or timely detection of the unauthorized acquisition, use or disposition of Rubicon ProjectMWV’s properties or assets. Since January 1, 20172012, none of Rubicon ProjectMWV, Rubicon ProjectMWV’s independent accountants, the Board of Directors of Rubicon Project MWV or its audit committee has received any oral or written notification of any (1i) “significant deficiency” in the internal controls over financial reporting of Rubicon ProjectMWV, (2ii) “material weakness” in the internal controls over financial reporting of Rubicon Project MWV or (3iii) fraud, whether or not material, that involves management or other employees of Rubicon Project MWV who have a significant role in the internal controls over financial reporting of Rubicon ProjectMWV.
(v) The “disclosure controls and procedures” (as defined in Rules 13a-15(e) and 15d-15(e) of the Exchange Act) utilized by Rubicon Project MWV are reasonably designed to ensure that all information (both financial and non-financial) required to be disclosed by Rubicon Project MWV in the reports that it files or submits under the Exchange Act is recorded, processed, summarized and reported within the time periods specified in the rules and forms of the SEC and that all such information required to be disclosed is accumulated and communicated to the management of Rubicon ProjectMWV, as appropriate, to allow timely decisions regarding required disclosure and to enable the chief executive officer and chief financial officer of Rubicon Project MWV to make the certifications required under the Exchange Act with respect to such reports.
(vi) Neither Rubicon Project MWV nor any of its Subsidiaries subsidiaries is a party to, or has any commitment to become a party to, any joint venture, off-balance sheet partnership or any similar contract (including any contract or arrangement relating to any transaction or relationship between or among Rubicon Project MWV and any of its Subsidiariessubsidiaries, on the one hand, and any unconsolidated Affiliateaffiliate, including any structured finance, special purpose or limited purpose entity or Personperson, on the other hand, or any “off-balance sheet arrangements” (as defined in Item 303(a) of Regulation S-K under the Exchange Act)), where the result, purpose or intended effect of such contract is to avoid disclosure of any material transaction involving, or material liabilities of, Rubicon Project MWV or any of its Subsidiaries subsidiaries in Rubicon ProjectMWV’s or such Subsidiarysubsidiary’s published financial statements or other Rubicon Project MWV SEC Documents.
Appears in 2 contracts
Samples: Business Combination Agreement (MEADWESTVACO Corp), Business Combination Agreement (Rock-Tenn CO)
SEC Documents; Financial Statements; Undisclosed Liabilities. (ia) Rubicon Project The Company has filed or furnished all required registration statements, prospectuses, reports, schedules, forms, statements, certifications registration statements, prospectuses and other documents (including exhibits and all other information incorporated therein, regardless of when such exhibits and other information were filed) required to be filed or furnished by the Company with the SEC under the Securities Act or the Exchange Act since January May 1, 2017 2022 (the “Rubicon Project Company SEC Documents”). None of the Subsidiaries of the Company is or has at any time since May 1, 2022, been subject to the reporting requirements of Section 13(a) or Section 15(d) of the Exchange Act.
(b) As of their its respective datesfiling date (or, if amended or superseded prior to the Rubicon Project date of this Agreement, on the date of such filing), each Company SEC Documents Document complied as to form in all material respects with the requirements of the Securities Exchange Act, the Exchange Securities Act and the Xxxxxxxx-Xxxxx Act, as the case may be, and the rules and regulations of the SEC promulgated thereunder thereunder, and the requirements of NASDAQ applicable to the Rubicon Project such Company SEC DocumentsDocument, and none of the Rubicon Project SEC Documents when filed and at their respective effective times, if applicable, contained did not contain any untrue statement of a material fact or omitted omit to state a material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading, and each Company SEC Document filed or furnished subsequent to the date of this Agreement will comply, in all material respects, with the applicable requirements of the Exchange Act, the Securities Act and the Xxxxxxxx-Xxxxx Act, as the case may be, the applicable rules and regulations of the SEC promulgated thereunder, and the applicable requirements of NASDAQ. As of the date of this Agreement, there are no outstanding or unresolved comments received from the SEC with respect to any of the Rubicon Project SEC Documents, and, to the Knowledge of Rubicon Project, none of the Rubicon Project Company SEC Documents is the subject of any outstanding SEC comment or investigation. No Subsidiary of Rubicon Project is, or has since January 1, 2017 been, that would be required to file reports with the SEC pursuant to the requirements be disclosed under Item 1B of Form 10-K under the Exchange Act.
(iic) The consolidated financial statements of the Company included in the Company SEC Documents (including including, in each case, any notes or schedules thereto) (the “Company SEC Financial Statements”)
(i) fairly present, in all related notes material respects, the financial condition and schedules) the results of Rubicon Project operations, cash flows and changes in shareholders’ equity deficit of the Company and its Subsidiaries included (on a consolidated basis) as of the respective dates of and for the periods referred to in the Rubicon Project Company SEC Documents (the “Rubicon Project Financial Statements”, (ii) were prepared in accordance with GAAP as applied by the Company (exceptexcept as may be indicated in the notes thereto or, in the case of unaudited statements, as permitted by Form 10-Q of the SEC) applied on a consistent basis during the periods involved (except as may be indicated in the notes thereto) and fairly present in all material respects the consolidated financial position of Rubicon Project and its consolidated Subsidiaries as of the dates thereof and the consolidated results of their operations and cash flows for the periods then ended (), subject, in the case of unaudited statementsinterim Company SEC Financial Statements, to normal year-end audit adjustments and the absence of notes and other presentation items as permitted by the applicable rules and regulations of the SEC (none of which are not material in amount or nature) and (iii) comply as to any other adjustments described thereinform in all material respects with the Securities Act, including the notes Exchange Act, the Xxxxxxxx-Xxxxx Act and published rules and regulations of the SEC with respect thereto). Since December 31, 2016, no independent public accounting firm of Telaria has resigned (or informed Telaria that it intends to resign) or been dismissed as independent public accountants of Telaria as a result of or in connection with any disagreements with Telaria on a matter of accounting principles or practices, financial statement disclosure or auditing scope or procedure.
(iiid) Except (A) as reflected or reserved against in Rubicon Project’s unaudited balance sheet as of September 30, 2019 (or the notes thereto) included in Rubicon Project’s Quarterly Report on Form 10-Q The Company has timely filed with the SEC on November 6, 2019, (B) for liabilities all certifications and obligations incurred in the ordinary course of business consistent with past practice since September 30, 2019 and (C) for liabilities and obligations incurred in connection with or contemplated by this Agreement, neither Rubicon Project nor any of its Subsidiaries has any liabilities or obligations of any nature (whether accrued, absolute, contingent or otherwise) that would be statements required by GAAP (i) Rule 13a-14 or Rule 15d-14 under the Exchange Act; or (ii) 18 U.S.C. Section 1350 (Section 906 of the Xxxxxxxx-Xxxxx Act) with respect to be reflected on a consolidated balance sheet of Rubicon Project all applicable Company SEC Documents. The Company maintains disclosure controls and procedures required by Rule 13a-15 or Rule 15d-15 under the Exchange Act, which controls and procedures are designed to ensure that all material information concerning the Company and its Subsidiaries (or in is made known on a timely basis to the notes thereto) that, individually and in individuals responsible for the aggregate, would reasonably be expected to have a Material Adverse Effect on Rubicon Project.
(iv) Rubicon Project maintains a system of “internal control over financial reporting” (as defined in Rules 13a-15(f) and 15d-15(f) preparation of the Exchange Act) sufficient to provide reasonable assurance (A) that transactions are recorded as necessary to permit preparation of financial statements in conformity with GAAP, consistently applied, (B) that transactions are executed only in accordance with the authorization of management and (C) regarding prevention or timely detection of the unauthorized acquisition, use or disposition of Rubicon ProjectCompany SEC Documents. The Company’s properties or assets. Since January 1, 2017, none of Rubicon Project, Rubicon Project’s independent accountants, the Board of Directors of Rubicon Project or its audit committee has received any oral or written notification of any (1) “significant deficiency” in the internal controls over financial reporting of Rubicon Project, (2) “material weakness” in the internal controls over financial reporting of Rubicon Project or (3) fraud, whether or not material, that involves management or other employees of Rubicon Project who have a significant role in the internal controls over financial reporting of Rubicon Project.
(v) The “disclosure controls and procedures” (as defined in Rules 13a-15(e) and 15d-15(e) of the Exchange Act) utilized by Rubicon Project procedures are reasonably designed to ensure that all material information (both financial and non-financial) required to be disclosed by Rubicon Project the Company in the reports that it files or submits furnishes under the Exchange Act is recorded, processed, summarized and reported within the time periods specified in the rules and forms of the SEC SEC, and that all such material information required to be disclosed is accumulated and communicated to the Company’s management of Rubicon Project, as appropriate, appropriate to allow timely decisions regarding required disclosure and to enable the chief executive officer and chief financial officer of Rubicon Project to make the certifications required under pursuant to Sections 302 and 906 of the Xxxxxxxx-Xxxxx Act. The Company has established and maintains a system of internal accounting controls that comply with the requirements of the Exchange Act and that have been designed by, or under the supervision of, their respective principal executive and principal financial officers, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements in accordance with respect GAAP, including policies and procedures that (A) require the maintenance of records that in reasonable detail accurately and fairly reflect the transactions and dispositions of the assets of the Company, (B) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with GAAP and that receipts and expenditures of the Company are being made only in accordance with appropriate authorizations of the Company’s management and the Company Board and (C) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use or disposition of the assets of the Company. From the date of the filing of the Company’s Annual Report on Form 10-K for the fiscal year ended April 27, 2024 to the date of this Agreement, neither the Company’s auditors, to the Knowledge of the Company, nor the Company has been advised in writing of (1) any “significant deficiencies” or “material weaknesses” (each as defined in Rule 12b-2 of the Exchange Act) identified in management’s assessment of internal control over financial reporting as of and for the year ended April 27, 2024 (nor has any such reports.
deficiency or weakness been identified as of the date hereof) or (vi2) Neither Rubicon Project any fraud, whether or not material, that involves management or other employees who have a significant role in the Company’s internal control over financial reporting, and, in each case, to the Company’s Knowledge, neither the Company nor any of its Representatives has failed to disclose such information to the Company’s auditors or the Company Board. Since April 27, 2024, the Company has been in compliance in all material respects with the applicable listing and corporate governance rules and regulations of NASDAQ.
(e) The Company and its Subsidiaries is do not have any liabilities or obligations of any nature (whether absolute or contingent, asserted or unasserted, known or unknown, primary or secondary, direct or indirect, and whether or not accrued), required by GAAP to be reflected or reserved on a party to, or has any commitment to become a party to, any joint venture, off-consolidated balance sheet partnership of the Company (or any similar contract the notes thereto) except (including any contract i) as disclosed, reflected or arrangement relating reserved against in the most recent balance sheet included in the Company SEC Financial Statements or the notes thereto, (ii) for liabilities and obligations incurred in the ordinary course of business since the date of the most recent balance sheet included in the Company SEC Financial Statements, none of which individually or in the aggregate has had or would reasonably be expected to any transaction have a Company Material Adverse Effect, (iii) for liabilities and obligations arising out of or relationship between in connection with this Agreement, the Merger or among Rubicon Project and any of its Subsidiariesthe Transactions, on to the one handextent permitted or contemplated by this Agreement, and any unconsolidated Affiliate(iv) for other liabilities and obligations that, including any structured financeindividually or in the aggregate, 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 under the Exchange Act)), where the purpose or intended effect of such contract is have not had and would not reasonably be expected to avoid disclosure of any material transaction involving, or material liabilities of, Rubicon Project or any of its Subsidiaries in Rubicon Project’s or such Subsidiary’s published financial statements or other Rubicon Project SEC Documentshave a Company Material Adverse Effect.
Appears in 2 contracts
Samples: Merger Agreement (Patterson Companies, Inc.), Merger Agreement (Patterson Companies, Inc.)
SEC Documents; Financial Statements; Undisclosed Liabilities. (ia) Rubicon Project The Company has timely filed or furnished furnished, as applicable, all required registration statements, prospectuses, reports, schedules, forms, statements, certifications statements and other documents (including exhibits and all other information incorporated therein, regardless of when such exhibits and other information were filed) with the SEC required to be filed or furnished, as applicable, by the Company since January 1, 2017 2010 under the Securities Act of 1933, as amended, together with the rules and regulations promulgated thereunder (the “Rubicon Project Securities Act”) and the Exchange Act (such documents, together with any documents and information incorporated therein by reference and together with any documents filed during such period by the Company with the SEC on a voluntary basis on Current Reports on Form 8-K, the “Company SEC Documents”). .
(b) As of their its respective datesdate, each of the Rubicon Project Company SEC Documents complied as to form in all material respects with the requirements of the Securities Exchange Act, the Exchange Securities Act and the Xxxxxxxx-Xxxxx ActAct of 2002 (including the rules and regulations promulgated thereunder, “SOX”), as the case may be, and the rules and regulations of the SEC promulgated thereunder applicable to such Company SEC Document, each as in effect on the Rubicon Project date so filed. As of their respective dates (or, if amended prior to the date hereof, as of the date of such amendment), except to the extent revised or superseded by a later filed Company SEC DocumentsDocument prior to the date hereof, and none of the Rubicon Project Company SEC Documents when filed and at their respective effective times, if applicable, contained any untrue statement of a material fact or omitted to state a any 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. As .
(c) Each of the date financial statements (including the related notes) of this Agreementthe Company as of December 31, there are no outstanding 2009, 2010 and 2011 and September 30, 2012 and in each case for the periods then ended included in the Company SEC Documents (or unresolved comments received from incorporated therein by reference) complied as to form at the time it was filed in all material respects with the applicable accounting requirements and the published rules and regulations of the SEC with respect to any thereto in effect at the time of the Rubicon Project SEC Documentsfiling, and, to the Knowledge of Rubicon Project, none of the Rubicon Project SEC Documents is the subject of any outstanding SEC comment or investigation. No Subsidiary of Rubicon Project is, or has since January 1, 2017 been, required to file reports with the SEC pursuant to the requirements of the Exchange Act.
(ii) The consolidated financial statements (including all related notes and schedules) of Rubicon Project and its Subsidiaries included in the Rubicon Project SEC Documents (the “Rubicon Project Financial Statements”) were been prepared in accordance with GAAP generally accepted accounting principles in the United States (“GAAP”) in all material respects (except, in the case of unaudited financial statements, as permitted by the rules and regulations of the SEC) applied on a consistent basis during the periods involved (except as may be indicated in the notes thereto) and fairly present presented in all material respects the consolidated financial position of Rubicon Project the Company and its consolidated Subsidiaries subsidiaries as of the dates thereof and the consolidated results of their operations and cash flows for the periods then ended shown (subject, in the case of unaudited financial statements, to normal year-end audit adjustments which are not material adjustments, to the absence of notes and to any other adjustments described therein, including the in any notes thereto). Since December 31, 2016, no independent public accounting firm of Telaria has resigned (or informed Telaria that it intends to resign) or been dismissed as independent public accountants of Telaria as a result of or in connection with any disagreements with Telaria on a matter of accounting principles or practices, financial statement disclosure or auditing scope or procedure.
(iiid) Except (A) as reflected None of the Company or reserved against in Rubicon Project’s unaudited balance sheet as of September 30, 2019 (or the notes thereto) included in Rubicon Project’s Quarterly Report on Form 10-Q filed with the SEC on November 6, 2019, (B) for liabilities and obligations incurred in the ordinary course of business consistent with past practice since September 30, 2019 and (C) for liabilities and obligations incurred in connection with or contemplated by this Agreement, neither Rubicon Project nor any of its Subsidiaries Company Subsidiary has any liabilities or obligations of any nature (whether accrued, absolute, known or unknown, contingent or otherwise) that would be required by GAAP except liabilities, obligations, conditions or circumstances (i) to be reflected on a consolidated balance sheet the extent disclosed and provided for in the most recent financial statements included in the Filed Company SEC Documents, (ii) related to the future performance (but not breach) of Rubicon Project and its Subsidiaries any Contract in the ordinary course of business, (iii) incurred or arising in the ordinary course of business since the date of the most recent financial statements included in the Filed Company SEC Documents or in connection with the notes theretoTransactions, (iv) thatof a subject matter covered by any of the other representations and warranties of the Company set forth in this Agreement (other than the representation and warranty contained in the first sentence of Section 3.08), (v) disclosed in Section 3.06(d) of the Company Disclosure Letter or (vi) as would not reasonably be likely to, individually and or in the aggregate, would reasonably be expected to have a Company Material Adverse Effect on Rubicon ProjectEffect.
(ive) Rubicon Project maintains The Company has established and maintained a system of “internal control over financial reporting” reporting (as defined in Rules 13a-15(f) and 15d-15(f) of Rule 13a-15 under the Exchange Act) sufficient to ). Such internal controls provide reasonable assurance (A) that transactions are recorded as necessary to permit regarding the reliability of the Company’s financial reporting and the preparation of the Company’s financial statements in conformity with GAAP, consistently applied, (B) that transactions are executed only for external purposes in accordance with the authorization of management and (C) regarding prevention or timely detection of the unauthorized acquisition, use or disposition of Rubicon Project’s properties or assetsGAAP. Since January 1, 2017, none of Rubicon Project, Rubicon Project’s independent accountants2012, the Board of Directors of Rubicon Project or Company’s principal executive officer and its principal financial officer have disclosed to the Company’s auditors and the audit committee has received any oral or written notification of any the Company Board (1i) “all known significant deficiency” deficiencies in the design or operation of internal controls over financial reporting of Rubicon Projectthat are reasonably likely to adversely affect in any material respect the Company’s ability to record, process, summarize and report financial information and have identified for the Company’s auditors any material weaknesses in internal controls, and (2ii) “material weakness” in the internal controls over financial reporting of Rubicon Project or (3) any known fraud, whether or not material, that involves management or other employees of Rubicon Project who have a significant role in the Company’s internal controls over financial reporting of Rubicon Projectcontrols.
(vf) The “Company has established and maintains disclosure controls and procedures” procedures (as such term is defined in Rules 13a-15(e) and 15d-15(e) of Rule 13a-15 under the Exchange Act) utilized by Rubicon Project ); such disclosure controls and procedures are reasonably designed to ensure that all material information (both financial and non-financial) relating to the Company required to be disclosed by Rubicon Project in reports the reports that it Company files or submits under the Exchange Act is recorded, processed, summarized recorded and reported within made known to the time periods specified in individuals responsible for the rules and forms preparation of the Company’s filings with the SEC and that all such information required to be disclosed is accumulated other public disclosure documents. The Company has evaluated the effectiveness of the Company’s disclosure controls and communicated procedures and, to the management extent required by applicable Law, presented in any applicable Company SEC Document that is a report on Form 10-K or Form 10-Q or any amendment thereto its conclusions about the effectiveness of Rubicon Project, the disclosure controls and procedures as appropriateof the end of the period covered by such report or amendment based on such evaluation; and, to allow timely decisions regarding the extent required disclosure and by applicable Law, disclosed in such report or amendment any change in the Company’s internal control over financial reporting that occurred during the period covered by such report or amendment that has materially affected, or is reasonably likely to enable materially affect, the chief Company’s internal control over financial reporting.
(g) Each of the principal executive officer of the Company and chief the principal financial officer of Rubicon Project to make the Company (or each former principal executive officer of the Company and each former principal financial officer of the Company, as applicable) has made all certifications required by Rule 13a-14 or 15d-14 under the Exchange Act and Sections 302 and 906 of SOX with respect to the Company SEC Documents, and the statements contained in such reports.
(vi) certifications are true and accurate. For purposes of this Agreement, “principal executive officer” and “principal financial officer” shall have the meanings given to such terms in SOX. Neither Rubicon Project the Company nor any of its Subsidiaries is a party tohas outstanding, or has arranged any commitment outstanding, “extensions of credit” to become a party to, any joint venture, off-balance sheet partnership directors or any similar contract (including any contract or arrangement relating to any transaction or relationship between or among Rubicon Project and any executive officers in violation of its Subsidiaries, on the one hand, and any unconsolidated Affiliate, 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 under the Exchange Act)), where the purpose or intended effect of such contract is to avoid disclosure of any material transaction involving, or material liabilities of, Rubicon Project or any of its Subsidiaries in Rubicon Project’s or such Subsidiary’s published financial statements or other Rubicon Project SEC DocumentsSOX.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Nielsen Holdings N.V.), Merger Agreement (Arbitron Inc)
SEC Documents; Financial Statements; Undisclosed Liabilities. (i) Rubicon Project Vornado REIT has filed or furnished all required registration statements, prospectuses, reports, schedules, forms, statements, certifications statements and other documents (including exhibits and all other information incorporated therein, regardless of when such exhibits and other information were filed) required to be filed by it with the SEC Commission since January 1, 2017 2000. The Vornado Annual Report on Form 10-K for the year ended December 31, 2000 (including all documents incorporated therein by reference) and the “Rubicon Project revised definitive Vornado Proxy Statement on Schedule 14A relating to the 2001 annual meeting of Vornado shareholders (collectively, the "Vornado SEC Documents”). As ") as of their respective filing dates, the Rubicon Project SEC Documents complied in all material respects with the all applicable requirements of the Securities Act, Act and the Exchange Act and the Xxxxxxxxrules and regulations promulgated thereunder. The consolidated financial statements of Vornado included in the Vornado Annual Report on Form 10-Xxxxx ActK for the year ended December 31, as the case may be, 2000 and the Vornado Quarterly Reports on Form 10-Q for the quarter ended March 31, 2001 and for the quarter ended June 30, 2001 (collectively, the "Vornado Financial Statements") complied as to form in all material respects with applicable accounting requirements and the published rules and regulations of the SEC promulgated thereunder applicable to the Rubicon Project SEC Documents, and none of the Rubicon Project SEC Documents when filed and at their respective effective times, if applicable, contained any untrue statement of a material fact or omitted to state a material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading. As of the date of this Agreement, there are no outstanding or unresolved comments received from the SEC Commission with respect to any of the Rubicon Project SEC Documentsthereto, and, to the Knowledge of Rubicon Project, none of the Rubicon Project SEC Documents is the subject of any outstanding SEC comment or investigation. No Subsidiary of Rubicon Project is, or has since January 1, 2017 been, required to file reports with the SEC pursuant to the requirements of the Exchange Act.
(ii) The consolidated financial statements (including all related notes and schedules) of Rubicon Project and its Subsidiaries included in the Rubicon Project SEC Documents (the “Rubicon Project Financial Statements”) were have been prepared in accordance with GAAP (except, in the case of unaudited statements, as permitted by the SEC) applied on a consistent basis during the periods involved (except as may be indicated in the notes thereto) and fairly present presented, in all material respects accordance with the applicable requirements of GAAP, the consolidated financial position of Rubicon Project Vornado REIT and its consolidated Subsidiaries the Vornado Subsidiaries, taken as a whole, as of the dates thereof and the consolidated results of their operations and cash flows for the periods then ended (subjectended, in the case of unaudited statements, to normal year-end audit adjustments which are not material and to any other adjustments described therein, including the notes thereto). Since December 31, 2016, no independent public accounting firm of Telaria has resigned (or informed Telaria that it intends to resign) or been dismissed as independent public accountants of Telaria as a result of or in connection with any disagreements with Telaria on a matter of accounting principles or practices, financial statement disclosure or auditing scope or procedure.
(iii) Except (A) as reflected or reserved against in Rubicon Project’s unaudited balance sheet as of September 30, 2019 (or the notes thereto) included in Rubicon Project’s Quarterly Report on Form 10-Q filed with the SEC on November 6, 2019, (B) except for liabilities and obligations incurred which would not have a Vornado Material Adverse Effect. Except as set forth in the ordinary course Vornado Financial Statements or in SCHEDULE 3.5, to the knowledge of business consistent with past practice since September 30, 2019 and (C) for liabilities and obligations incurred in connection with or contemplated by this AgreementVornado REIT, neither Rubicon Project Vornado REIT nor any of its Subsidiaries Vornado Subsidiary has any liabilities or obligations of any nature (whether accrued, absolute, contingent or otherwise) that would be required by GAAP to be reflected set forth on a consolidated balance sheet of Rubicon Project and its Subsidiaries (Vornado REIT or in the notes thereto) thatwhich, individually and or in the aggregate, would reasonably be expected to have a Vornado Material Adverse Effect on Rubicon ProjectEffect.
(iv) Rubicon Project maintains a system of “internal control over financial reporting” (as defined in Rules 13a-15(f) and 15d-15(f) of the Exchange Act) sufficient to provide reasonable assurance (A) that transactions are recorded as necessary to permit preparation of financial statements in conformity with GAAP, consistently applied, (B) that transactions are executed only in accordance with the authorization of management and (C) regarding prevention or timely detection of the unauthorized acquisition, use or disposition of Rubicon Project’s properties or assets. Since January 1, 2017, none of Rubicon Project, Rubicon Project’s independent accountants, the Board of Directors of Rubicon Project or its audit committee has received any oral or written notification of any (1) “significant deficiency” in the internal controls over financial reporting of Rubicon Project, (2) “material weakness” in the internal controls over financial reporting of Rubicon Project or (3) fraud, whether or not material, that involves management or other employees of Rubicon Project who have a significant role in the internal controls over financial reporting of Rubicon Project.
(v) The “disclosure controls and procedures” (as defined in Rules 13a-15(e) and 15d-15(e) of the Exchange Act) utilized by Rubicon Project are reasonably designed to ensure that all information (both financial and non-financial) required to be disclosed by Rubicon Project in the reports that it files or submits under the Exchange Act is recorded, processed, summarized and reported within the time periods specified in the rules and forms of the SEC and that all such information required to be disclosed is accumulated and communicated to the management of Rubicon Project, as appropriate, to allow timely decisions regarding required disclosure and to enable the chief executive officer and chief financial officer of Rubicon Project to make the certifications required under the Exchange Act with respect to such reports.
(vi) Neither Rubicon Project nor any of its Subsidiaries is a party to, or has any commitment to become a party to, any joint venture, off-balance sheet partnership or any similar contract (including any contract or arrangement relating to any transaction or relationship between or among Rubicon Project and any of its Subsidiaries, on the one hand, and any unconsolidated Affiliate, 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 under the Exchange Act)), where the purpose or intended effect of such contract is to avoid disclosure of any material transaction involving, or material liabilities of, Rubicon Project or any of its Subsidiaries in Rubicon Project’s or such Subsidiary’s published financial statements or other Rubicon Project SEC Documents.
Appears in 1 contract
SEC Documents; Financial Statements; Undisclosed Liabilities. (ia) Rubicon Project has FelCor and the FelCor Subsidiaries have filed or furnished all required registration statements, prospectuses, reports, schedules, forms, statements, certifications statements and other documents with the SEC from July 28, 1994 through the date hereof (including exhibits the "FelCor SEC Documents"). Schedule 2.5 to the FelCor Disclosure Letter contains a complete list of all FelCor SEC Documents filed by FelCor and all other information incorporated therein, regardless of when such exhibits and other information were filed) the FelCor Subsidiaries with the SEC since January 1, 2017 1996 and on or prior to the date of this Agreement (the “Rubicon Project "FelCor Filed SEC Documents”"). As All of the FelCor SEC Documents (other than preliminary material), as of their respective filing dates, the Rubicon Project SEC Documents complied in all material respects with the all applicable requirements of the Securities Act, Act and the Exchange Act and the Xxxxxxxx-Xxxxx Actand, as the case may bein each case, and the rules and regulations of the SEC promulgated thereunder applicable to the Rubicon Project such FelCor SEC Documents, and none . None of the Rubicon Project FelCor SEC Documents when filed and at their respective effective times, if applicable, the time of filing contained any untrue statement of a material fact or omitted to state a any 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. As of , except to the date of this Agreement, there are no outstanding extent such statements have been modified or unresolved comments received from the SEC with respect to any of the Rubicon Project superseded by later FelCor Filed SEC Documents, and, to the Knowledge of Rubicon Project, none of the Rubicon Project SEC Documents is the subject of any outstanding SEC comment or investigation. No Subsidiary of Rubicon Project is, or has since January 1, 2017 been, required to file reports with the SEC pursuant to the requirements of the Exchange Act.
(iib) The consolidated financial statements (including all related notes of FelCor and schedules) of Rubicon Project and its the FelCor Subsidiaries included in the Rubicon Project FelCor SEC Documents (i) complied as to form in all material respects with applicable accounting requirements and the “Rubicon Project Financial Statements”published rules and regulations of the SEC with respect thereto, (ii) were have been prepared in accordance with GAAP United States generally accepted accounting principles ("GAAP") (except, in the case of unaudited statements, as permitted by the applicable rules and regulations of the SEC) applied on a consistent basis during the periods involved (except as may be indicated in the notes theretothereto included in or incorporated into any FelCor Filed SEC Documents), and (iii) and fairly present fairly, in all material respects respects, the consolidated financial 9 18 position of Rubicon Project FelCor and its consolidated the FelCor Subsidiaries as of the dates thereof and the consolidated results of their operations and cash flows for the periods then ended (subject, in the case of unaudited statements, to normal and immaterial year-end audit adjustments adjustments). Except as set forth in Schedule 2.5 to the FelCor Disclosure Letter, FelCor has no Subsidiaries which are not material and to any other adjustments described therein, including the notes thereto). Since December 31, 2016, no independent public consolidated for accounting firm of Telaria has resigned (or informed Telaria that it intends to resign) or been dismissed as independent public accountants of Telaria as a result of or in connection with any disagreements with Telaria on a matter of accounting principles or practices, financial statement disclosure or auditing scope or procedurepurposes.
(iiic) Except (A) as reflected or reserved against in Rubicon Project’s unaudited balance sheet as of September 30, 2019 (or the notes thereto) included in Rubicon Project’s Quarterly Report on Form 10-Q filed with the SEC on November 6, 2019, (B) for liabilities and obligations incurred set forth in the ordinary course of business consistent with past practice since September 30, 2019 and (C) FelCor Filed SEC Documents or in Schedule 2.5 to the FelCor Disclosure Letter or for liabilities and obligations specifically contemplated to be incurred in connection with or contemplated by this Agreement, neither Rubicon Project FelCor nor any of its the FelCor Subsidiaries has any liabilities or obligations of any nature (whether accrued, absolute, contingent or otherwise) that would be required by GAAP to be reflected set forth on a consolidated balance sheet of Rubicon Project and its Subsidiaries (FelCor or in the notes thereto) thatthereto and which, individually and or in the aggregate, would could be reasonably be expected to have a FelCor Material Adverse Effect on Rubicon ProjectEffect.
(ivd) Rubicon Project maintains a system of “internal control over financial reporting” (as defined in Rules 13a-15(f) and 15d-15(f) Each of the Exchange Act) sufficient operating statements for the FelCor Hotels provided or to provide reasonable assurance (A) that transactions are recorded as necessary be provided by FelCor to permit preparation of financial statements in conformity with GAAP, consistently applied, (B) that transactions are executed only in accordance with the authorization of management and (C) regarding prevention or timely detection of the unauthorized acquisition, use or disposition of Rubicon Project’s properties or assets. Since January 1, 2017, none of Rubicon Project, Rubicon Project’s independent accountants, the Board of Directors of Rubicon Project Bristol or its audit committee has received any oral or written notification of any (1) “significant deficiency” advisors was prepared in the internal controls over financial reporting ordinary course of Rubicon Project, (2) “material weakness” in business consistent with past practice and was derived from the internal controls over financial reporting of Rubicon Project or (3) fraud, whether or not material, that involves management or other employees of Rubicon Project who have a significant role in books and records for the internal controls over financial reporting of Rubicon Projectapplicable FelCor Hotel.
(v) The “disclosure controls and procedures” (as defined in Rules 13a-15(e) and 15d-15(e) of the Exchange Act) utilized by Rubicon Project are reasonably designed to ensure that all information (both financial and non-financial) required to be disclosed by Rubicon Project in the reports that it files or submits under the Exchange Act is recorded, processed, summarized and reported within the time periods specified in the rules and forms of the SEC and that all such information required to be disclosed is accumulated and communicated to the management of Rubicon Project, as appropriate, to allow timely decisions regarding required disclosure and to enable the chief executive officer and chief financial officer of Rubicon Project to make the certifications required under the Exchange Act with respect to such reports.
(vi) Neither Rubicon Project nor any of its Subsidiaries is a party to, or has any commitment to become a party to, any joint venture, off-balance sheet partnership or any similar contract (including any contract or arrangement relating to any transaction or relationship between or among Rubicon Project and any of its Subsidiaries, on the one hand, and any unconsolidated Affiliate, 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 under the Exchange Act)), where the purpose or intended effect of such contract is to avoid disclosure of any material transaction involving, or material liabilities of, Rubicon Project or any of its Subsidiaries in Rubicon Project’s or such Subsidiary’s published financial statements or other Rubicon Project SEC Documents.
Appears in 1 contract
SEC Documents; Financial Statements; Undisclosed Liabilities. (ia) Rubicon Project The Company has filed or furnished all required registration statements, prospectuses, reports, schedules, forms, statements, certifications proxy statements and other documents (including exhibits and all other information incorporated therein, regardless of when such exhibits and other information were filed) registration statements with the SEC since January 1required to be filed by it pursuant to the Securities Act or the Exchange Act, 2017 in each such case from December 31, 2010 through the date of this Agreement (collectively, the “Rubicon Project SEC Documents”). As of their respective datesdates (or if subsequently amended or superseded by a filing prior to the date of this Agreement, on the date of such filing), the Rubicon Project SEC Documents complied as to form in all material respects with the applicable requirements of the Securities Act, Act or the Exchange Act and the Xxxxxxxx-Xxxxx Act, as the case may be, and the rules and regulations none of the SEC promulgated thereunder applicable to the Rubicon Project SEC Documents, and none Documents as of the Rubicon Project SEC Documents when filed and at their respective effective times, if applicable, such dates contained any untrue statement of a material fact or omitted to state a material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading. Neither the Company nor any Company Subsidiary has listed its securities on any stock exchange in any jurisdiction, other than the Shares listed by the Company on NASDAQ. No Company Subsidiary is separately subject to the periodic reporting requirements of the Exchange Act. As of the date of this Agreement, none of the SEC Documents are subject to outstanding comments in comment letters received by the Company from the SEC staff.
(b) The consolidated financial statements of the Company included in the SEC Documents (the “SEC Financial Statements”) have been prepared in accordance with GAAP (except as may be otherwise indicated therein or in the notes thereto and except, in the case of unaudited consolidated quarterly statements, as permitted by Form 10-Q of the Exchange Act), applied on a consistent basis during the periods involved, and (except as may be indicated therein or in the notes thereto or as subsequently amended or superseded by a filing prior to the date of this Agreement) fairly present in all material respects the consolidated financial position of the Company and its consolidated Subsidiaries as of the respective dates thereof and the consolidated statements of operations, statements of comprehensive income, stockholders’ equity and cash flows for the respective periods then ended (subject, in the case of unaudited quarterly statements, to normal year-end audit adjustments and the absence of footnotes). The unaudited consolidated balance sheet of the Company as of December 31, 2013 (the “Balance Sheet Date”) provided to Parent prior to the date of this Agreement (the “Balance Sheet”) and the unaudited consolidated income statement of the Company for the year ended December 31, 2013 provided to Parent prior to the date of this Agreement have been prepared in accordance with GAAP (except as may be otherwise indicated therein or in the notes thereto), applied on a consistent basis during the periods involved, and (except as may be indicated therein or in the notes thereto) fairly present in all material respects the consolidated financial position of the Company and its consolidated Subsidiaries as of, and for the period ended on, the Balance Sheet Date.
(c) Neither the Company nor any of the Company Subsidiaries has any liabilities or obligations that would be required by GAAP to be reflected or reserved against in a consolidated balance sheet of the Company, except (i) for such liabilities and obligations reflected, reserved against or otherwise disclosed in the Balance Sheet (including the notes thereto), (ii) for such liabilities and obligations incurred since the Balance Sheet Date in the ordinary course of business consistent with past practice, (iii) for such liabilities and obligations incurred under this Agreement or in connection with the Transactions, (iv) for such liabilities and obligations addressed in any of the other representations or warranties made by the Company in this Agreement (disregarding any thresholds specified therein), (v) for such liabilities and obligations described in any Section of the Company Disclosure Schedule, and (vi) for such other liabilities and obligations as would not constitute, individually or in the aggregate, a Company Material Adverse Effect. As of the date of this Agreement, there are no outstanding off-balance sheet arrangements to which the Company or unresolved comments received from any Company Subsidiary is a party required to be disclosed pursuant to Item 303(a)(4) of Regulation S-K promulgated under the Securities Act that have not been disclosed in the SEC with respect to any of the Rubicon Project SEC Documents, and, to the Knowledge of Rubicon Project, none of the Rubicon Project SEC Documents is the subject of any outstanding SEC comment or investigation. No Subsidiary of Rubicon Project is, or has since January 1, 2017 been, required to file reports with the SEC pursuant to the requirements of the Exchange Act.
(iid) The consolidated financial statements (including all related notes and schedules) of Rubicon Project and its Subsidiaries included Company is in the Rubicon Project SEC Documents (the “Rubicon Project Financial Statements”) were prepared in accordance with GAAP (except, in the case of unaudited statements, as permitted by the SEC) applied on a consistent basis during the periods involved (except as may be indicated in the notes thereto) and fairly present compliance in all material respects with the consolidated financial position of Rubicon Project and its consolidated Subsidiaries as applicable provisions of the dates thereof Xxxxxxxx-Xxxxx Act of 2002 (the “Xxxxxxxx-Xxxxx Act”) and the consolidated results of their operations related rules and cash flows for the periods then ended (subject, in the case of unaudited statements, to normal year-end audit adjustments which are not material regulations promulgated thereunder. The Company has established and to any other adjustments described therein, including the notes thereto). Since December 31, 2016, no independent public accounting firm of Telaria has resigned (or informed Telaria that it intends to resign) or been dismissed as independent public accountants of Telaria as a result of or in connection with any disagreements with Telaria on a matter of accounting principles or practices, financial statement maintains disclosure or auditing scope or procedure.
(iii) Except (A) as reflected or reserved against in Rubicon Project’s unaudited balance sheet as of September 30, 2019 (or the notes thereto) included in Rubicon Project’s Quarterly Report on Form 10-Q filed with the SEC on November 6, 2019, (B) for liabilities controls and obligations incurred in the ordinary course of business consistent with past practice since September 30, 2019 procedures and (C) for liabilities and obligations incurred in connection with or contemplated by this Agreement, neither Rubicon Project nor any of its Subsidiaries has any liabilities or obligations of any nature (whether accrued, absolute, contingent or otherwise) that would be required by GAAP to be reflected on a consolidated balance sheet of Rubicon Project and its Subsidiaries (or in the notes thereto) that, individually and in the aggregate, would reasonably be expected to have a Material Adverse Effect on Rubicon Project.
(iv) Rubicon Project maintains a system of “internal control over financial reporting” reporting (as such terms are defined in Rules 13a-15(fparagraphs (e) and 15d-15(f) (f), respectively, of Rule 13a-15 under the Exchange Act) sufficient to provide reasonable assurance (A) that transactions are recorded as necessary to permit preparation of financial statements in conformity with GAAP, consistently applied, (B) that transactions are executed only in accordance with required by Rule 13a-15 under the authorization of management and (C) regarding prevention or timely detection of the unauthorized acquisition, use or disposition of Rubicon ProjectExchange Act. The Company’s properties or assets. Since January 1, 2017, none of Rubicon Project, Rubicon Project’s independent accountants, the Board of Directors of Rubicon Project or its audit committee has received any oral or written notification of any (1) “significant deficiency” in the internal controls over financial reporting of Rubicon Project, (2) “material weakness” in the internal controls over financial reporting of Rubicon Project or (3) fraud, whether or not material, that involves management or other employees of Rubicon Project who have a significant role in the internal controls over financial reporting of Rubicon Project.
(v) The “disclosure controls and procedures” (as defined in Rules 13a-15(e) and 15d-15(e) of the Exchange Act) utilized by Rubicon Project procedures are reasonably designed to ensure that all material information (both financial and non-financial) required to be disclosed by Rubicon Project the Company in the reports that it files or submits under the Exchange Act is recorded, processed, summarized and reported within the time periods specified in the rules and forms of the SEC SEC, and that all such material information required to be disclosed is accumulated and communicated to the management of Rubicon Project, the Company as appropriate, appropriate to allow timely decisions regarding required disclosure and to enable the chief executive officer and chief financial officer of Rubicon Project to make the certifications required under pursuant to Sections 302 and 906 of the Exchange Xxxxxxxx-Xxxxx Act. The management of the Company completed its assessment of the effectiveness of the Company’s internal control over financial reporting in compliance with the requirements of Section 404 of the Xxxxxxxx-Xxxxx Act with respect for the fiscal year ended December 31, 2012, and such assessment concluded that as of December 31, 2012 such controls were effective. The Company’s principal executive officer and its principal financial officer have disclosed, based on their most recent evaluation, to the Company’s auditors and the Audit Committee of the Company Board (x) all significant deficiencies, if any, in the design or operation of internal control over financial reporting which are reasonably likely to materially adversely affect the Company’s ability to record, process, summarize and report financial data and have identified to such reportsauditors any material weaknesses in internal controls and (y) any fraud, whether or not material, of which there is Company Knowledge and that involves management or other employees of the Company or any of the Company Subsidiaries who have a significant role in the Company’s internal control over financial reporting.
(vie) Neither Rubicon Project nor any Since January 1, 2011, the Company has maintained and maintains a standard system of its Subsidiaries accounting established and administered in accordance with GAAP in all material respects.
(f) Since January 1, 2011, the Company has been and is a party to, or has any commitment to become a party to, any joint venture, off-balance sheet partnership or any similar contract (including any contract or arrangement relating to any transaction or relationship between or among Rubicon Project in compliance with applicable listing and any corporate governance rules and regulations of its Subsidiaries, on the one hand, and any unconsolidated Affiliate, 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 under the Exchange Act)), where the purpose or intended effect of such contract is to avoid disclosure of any material transaction involving, or material liabilities of, Rubicon Project or any of its Subsidiaries in Rubicon Project’s or such Subsidiary’s published financial statements or other Rubicon Project SEC DocumentsNASDAQ.
Appears in 1 contract
SEC Documents; Financial Statements; Undisclosed Liabilities. (ia) Rubicon Project The Company has filed or furnished all required registration statements, prospectuses, reports, schedules, forms, statements, certifications statements and other documents (including exhibits and all other information incorporated therein, regardless of when such exhibits and other information were filedthe "Company SEC Documents") required to be filed with the SEC since January 1, 2017 2000 through the date hereof under the Securities Act and the Securities Exchange Act of 1934, as amended (the “Rubicon Project SEC Documents”"Exchange Act"). None of the Company Subsidiaries is required to file any reports or other documents with the SEC.
(b) As of their respective filing dates, the Rubicon Project Company SEC Documents and any forms, reports and other documents filed by the Company with the SEC after the date hereof: (i) complied or will comply in all material respects with the requirements of the Securities Act, Act or the Exchange Act and the Xxxxxxxx-Xxxxx Act, as the case may be, and the rules and regulations of the SEC promulgated thereunder applicable thereto, and (ii) did not at the time they were filed (or if amended or superseded by a filing prior to the Rubicon Project SEC Documents, and none date hereof then on the date of such filing) or will not at the Rubicon Project SEC Documents when time they are filed and at their respective effective times, if applicable, contained contain any untrue statement of a material fact or omitted omit to state a material fact required to be stated therein or necessary in order to make the statements thereinmade, in light of the circumstances under which they were made, not misleading; provided, however, that no representation is made with respect to information included in the Company SEC Documents that was provided in writing by Parent or Sub.
(c) The Company's real estate investment trust taxable income (as defined in Section 857(b)(2) of the Code) for the year ended December 31, 2002 was zero dollars and the Company's estimated real estate investment trust taxable income (as defined in Section 857(b)(2) of the Code) for the year ended December 31, 2003 (the "Estimate") is as set forth in Section 3.7 of the Company Disclosure Letter. As Section 3.7 of the Company Disclosure Letter provides, in reasonable detail, the Company's calculation of the Estimate for the year ended December 31, 2003. The Estimate represents the Company's reasonable good faith estimate as of the date of this Agreement, there are no outstanding or unresolved comments received from the SEC with respect to any Agreement of the Rubicon Project SEC Documentsestimated real estate investment trust taxable income of the Company for the year ended December 31, and2003 and has been prepared on the basis of the assumptions set forth in Section 3.7 of the Company Disclosure Letter, which the Company believes are fair and reasonable in light of the historical financial information relevant to the Knowledge of Rubicon Project, none of the Rubicon Project SEC Documents is the subject of any outstanding SEC comment or investigation. No Subsidiary of Rubicon Project is, or has since January 1, 2017 been, required to file reports with the SEC pursuant to the requirements of the Exchange ActEstimate and current and reasonably foreseeable factors.
(iid) The consolidated financial statements (including all related notes and schedules) of Rubicon Project and its Subsidiaries the Company included in the Rubicon Project Company SEC Documents (complied as to form in all material respects with applicable accounting requirements and the “Rubicon Project Financial Statements”) were published rules and regulations of the SEC with respect thereto, have been prepared in accordance with GAAP generally accepted accounting principles ("GAAP") (except, in the case of unaudited statements, as permitted by the applicable rules and regulations of the SEC) applied on a consistent basis during the periods involved (except as may be indicated in the notes thereto) and fairly present presented, in all material respects accordance with the applicable requirements of GAAP and the applicable rules and regulations of the SEC, the consolidated financial position of Rubicon Project the Company and its consolidated Subsidiaries subsidiaries, as of the dates thereof and the consolidated results of their operations and cash flows for the periods then ended (subject, in the case of unaudited statements, to normal year-end audit adjustments which are not material and to any other adjustments described therein, including the notes theretoadjustments). Since December 31, 2016, no independent public accounting firm of Telaria has resigned (or informed Telaria that it intends to resign) or been dismissed as independent public accountants of Telaria as a result of or in connection with any disagreements with Telaria on a matter of accounting principles or practices, financial statement disclosure or auditing scope or procedure.
(iiie) Except The Company has no Company Subsidiaries that are not consolidated for accounting purposes.
(Af) as reflected or reserved against in Rubicon Project’s unaudited balance sheet as of September 30, 2019 (or Neither the notes thereto) included in Rubicon Project’s Quarterly Report on Form 10-Q filed with the SEC on November 6, 2019, (B) for liabilities and obligations incurred in the ordinary course of business consistent with past practice since September 30, 2019 and (C) for liabilities and obligations incurred in connection with or contemplated by this Agreement, neither Rubicon Project Company nor any of its the Company Subsidiaries has any liabilities or obligations of any nature (whether accruedknown or unknown, absolutewhether asserted or unasserted, contingent whether absolute or otherwisecontingent, whether accrued or unaccrued, whether liquidated or unliquidated and whether due or to become due) (collectively, "Liabilities") that would be are material, other than Liabilities to the extent (i) reserved for on the audited balance sheet included in the audited financial statements of the Company as of December 31, 2002 (the "Financial Statement Date") contained in the Company SEC Documents (the "Company Audited Financials"), (ii) incurred in the Ordinary Course of Business (as defined herein) after the Financial Statement Date, and which individually or in the aggregate are not reasonably expected to have a Company Material Adverse Effect, (iii) relating to performance obligations, under Leases and Contracts (as defined below) in accordance with the terms and conditions thereof which are not required by GAAP to be reflected on a consolidated regularly prepared balance sheet of Rubicon Project and its Subsidiaries (sheet, or in the notes thereto) that, individually and in the aggregate, would reasonably be expected to have a Material Adverse Effect on Rubicon Project.
(iv) Rubicon Project maintains a system of “internal control over financial reporting” (as defined in Rules 13a-15(f) and 15d-15(fset forth on Section 3.7(f) of the Exchange Act) sufficient to provide reasonable assurance (A) that transactions are recorded as necessary to permit preparation of financial statements in conformity with GAAP, consistently applied, (B) that transactions are executed only in accordance with the authorization of management and (C) regarding prevention or timely detection of the unauthorized acquisition, use or disposition of Rubicon Project’s properties or assets. Since January 1, 2017, none of Rubicon Project, Rubicon Project’s independent accountants, the Board of Directors of Rubicon Project or its audit committee has received any oral or written notification of any (1) “significant deficiency” in the internal controls over financial reporting of Rubicon Project, (2) “material weakness” in the internal controls over financial reporting of Rubicon Project or (3) fraud, whether or not material, that involves management or other employees of Rubicon Project who have a significant role in the internal controls over financial reporting of Rubicon ProjectCompany Disclosure Letter.
(v) The “disclosure controls and procedures” (as defined in Rules 13a-15(e) and 15d-15(e) of the Exchange Act) utilized by Rubicon Project are reasonably designed to ensure that all information (both financial and non-financial) required to be disclosed by Rubicon Project in the reports that it files or submits under the Exchange Act is recorded, processed, summarized and reported within the time periods specified in the rules and forms of the SEC and that all such information required to be disclosed is accumulated and communicated to the management of Rubicon Project, as appropriate, to allow timely decisions regarding required disclosure and to enable the chief executive officer and chief financial officer of Rubicon Project to make the certifications required under the Exchange Act with respect to such reports.
(vi) Neither Rubicon Project nor any of its Subsidiaries is a party to, or has any commitment to become a party to, any joint venture, off-balance sheet partnership or any similar contract (including any contract or arrangement relating to any transaction or relationship between or among Rubicon Project and any of its Subsidiaries, on the one hand, and any unconsolidated Affiliate, 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 under the Exchange Act)), where the purpose or intended effect of such contract is to avoid disclosure of any material transaction involving, or material liabilities of, Rubicon Project or any of its Subsidiaries in Rubicon Project’s or such Subsidiary’s published financial statements or other Rubicon Project SEC Documents.
Appears in 1 contract
Samples: Merger Agreement (Eldertrust)
SEC Documents; Financial Statements; Undisclosed Liabilities. (ia) Rubicon Project The Company has filed or furnished all required registration statements, prospectuses, reports, schedules, forms, statements, certifications statements and other documents (including exhibits and all other information incorporated therein, regardless of when such exhibits and other information were filedthe “Company SEC Documents”) required to be filed with the SEC since January 1, 2017 2000 through the date hereof under the Securities Act and the Securities Exchange Act of 1934, as amended (the “Rubicon Project SEC DocumentsExchange Act”). None of the Company Subsidiaries is required to file any reports or other documents with the SEC.
(b) As of their respective filing dates, the Rubicon Project Company SEC Documents and any forms, reports and other documents filed by the Company with the SEC after the date hereof: (i) complied or will comply in all material respects with the requirements of the Securities Act, Act or the Exchange Act and the Xxxxxxxx-Xxxxx Act, as the case may be, and the rules and regulations of the SEC promulgated thereunder applicable thereto, and (ii) did not at the time they were filed (or if amended or superseded by a filing prior to the Rubicon Project SEC Documents, and none date hereof then on the date of such filing) or will not at the Rubicon Project SEC Documents when time they are filed and at their respective effective times, if applicable, contained contain any untrue statement of a material fact or omitted omit to state a material fact required to be stated therein or necessary in order to make the statements thereinmade, in light of the circumstances under which they were made, not misleading; provided, however, that no representation is made with respect to information included in the Company SEC Documents that was provided in writing by Parent or Sub.
(c) The Company’s real estate investment trust taxable income (as defined in Section 857(b)(2) of the Code) for the year ended December 31, 2002 was zero dollars and the Company’s estimated real estate investment trust taxable income (as defined in Section 857(b)(2) of the Code) for the year ended December 31, 2003 (the “Estimate”) is as set forth in Section 3.7 of the Company Disclosure Letter. As Section 3.7 of the Company Disclosure Letter provides, in reasonable detail, the Company’s calculation of the Estimate for the year ended December 31, 2003. The Estimate represents the Company’s reasonable good faith estimate as of the date of this Agreement, there are no outstanding or unresolved comments received from the SEC with respect to any Agreement of the Rubicon Project SEC Documentsestimated real estate investment trust taxable income of the Company for the year ended December 31, and2003 and has been prepared on the basis of the assumptions set forth in Section 3.7 of the Company Disclosure Letter, which the Company believes are fair and reasonable in light of the historical financial information relevant to the Knowledge of Rubicon Project, none of the Rubicon Project SEC Documents is the subject of any outstanding SEC comment or investigation. No Subsidiary of Rubicon Project is, or has since January 1, 2017 been, required to file reports with the SEC pursuant to the requirements of the Exchange ActEstimate and current and reasonably foreseeable factors.
(iid) The consolidated financial statements (including all related notes and schedules) of Rubicon Project and its Subsidiaries the Company included in the Rubicon Project Company SEC Documents (complied as to form in all material respects with applicable accounting requirements and the “Rubicon Project Financial Statements”) were published rules and regulations of the SEC with respect thereto, have been prepared in accordance with GAAP generally accepted accounting principles (“GAAP”) (except, in the case of unaudited statements, as permitted by the applicable rules and regulations of the SEC) applied on a consistent basis during the periods involved (except as may be indicated in the notes thereto) and fairly present presented, in all material respects accordance with the applicable requirements of GAAP and the applicable rules and regulations of the SEC, the consolidated financial position of Rubicon Project the Company and its consolidated Subsidiaries subsidiaries, as of the dates thereof and the consolidated results of their operations and cash flows for the periods then ended (subject, in the case of unaudited statements, to normal year-end audit adjustments which are not material and to any other adjustments described therein, including the notes theretoadjustments). Since December 31, 2016, no independent public accounting firm of Telaria has resigned (or informed Telaria that it intends to resign) or been dismissed as independent public accountants of Telaria as a result of or in connection with any disagreements with Telaria on a matter of accounting principles or practices, financial statement disclosure or auditing scope or procedure.
(iiie) Except The Company has no Company Subsidiaries that are not consolidated for accounting purposes.
(Af) as reflected or reserved against in Rubicon Project’s unaudited balance sheet as of September 30, 2019 (or Neither the notes thereto) included in Rubicon Project’s Quarterly Report on Form 10-Q filed with the SEC on November 6, 2019, (B) for liabilities and obligations incurred in the ordinary course of business consistent with past practice since September 30, 2019 and (C) for liabilities and obligations incurred in connection with or contemplated by this Agreement, neither Rubicon Project Company nor any of its the Company Subsidiaries has any liabilities or obligations of any nature (whether accruedknown or unknown, absolutewhether asserted or unasserted, contingent whether absolute or otherwisecontingent, whether accrued or unaccrued, whether liquidated or unliquidated and whether due or to become due) (collectively, “Liabilities”) that would be are material, other than Liabilities to the extent (i) reserved for on the audited balance sheet included in the audited financial statements of the Company as of December 31, 2002 (the “Financial Statement Date”) contained in the Company SEC Documents (the “Company Audited Financials”), (ii) incurred in the Ordinary Course of Business (as defined herein) after the Financial Statement Date, and which individually or in the aggregate are not reasonably expected to have a Company Material Adverse Effect, (iii) relating to performance obligations, under Leases and Contracts (as defined below) in accordance with the terms and conditions thereof which are not required by GAAP to be reflected on a consolidated regularly prepared balance sheet of Rubicon Project and its Subsidiaries (sheet, or in the notes thereto) that, individually and in the aggregate, would reasonably be expected to have a Material Adverse Effect on Rubicon Project.
(iv) Rubicon Project maintains a system of “internal control over financial reporting” (as defined in Rules 13a-15(f) and 15d-15(fset forth on Section 3.7(f) of the Exchange Act) sufficient to provide reasonable assurance (A) that transactions are recorded as necessary to permit preparation of financial statements in conformity with GAAP, consistently applied, (B) that transactions are executed only in accordance with the authorization of management and (C) regarding prevention or timely detection of the unauthorized acquisition, use or disposition of Rubicon Project’s properties or assets. Since January 1, 2017, none of Rubicon Project, Rubicon Project’s independent accountants, the Board of Directors of Rubicon Project or its audit committee has received any oral or written notification of any (1) “significant deficiency” in the internal controls over financial reporting of Rubicon Project, (2) “material weakness” in the internal controls over financial reporting of Rubicon Project or (3) fraud, whether or not material, that involves management or other employees of Rubicon Project who have a significant role in the internal controls over financial reporting of Rubicon ProjectCompany Disclosure Letter.
(v) The “disclosure controls and procedures” (as defined in Rules 13a-15(e) and 15d-15(e) of the Exchange Act) utilized by Rubicon Project are reasonably designed to ensure that all information (both financial and non-financial) required to be disclosed by Rubicon Project in the reports that it files or submits under the Exchange Act is recorded, processed, summarized and reported within the time periods specified in the rules and forms of the SEC and that all such information required to be disclosed is accumulated and communicated to the management of Rubicon Project, as appropriate, to allow timely decisions regarding required disclosure and to enable the chief executive officer and chief financial officer of Rubicon Project to make the certifications required under the Exchange Act with respect to such reports.
(vi) Neither Rubicon Project nor any of its Subsidiaries is a party to, or has any commitment to become a party to, any joint venture, off-balance sheet partnership or any similar contract (including any contract or arrangement relating to any transaction or relationship between or among Rubicon Project and any of its Subsidiaries, on the one hand, and any unconsolidated Affiliate, 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 under the Exchange Act)), where the purpose or intended effect of such contract is to avoid disclosure of any material transaction involving, or material liabilities of, Rubicon Project or any of its Subsidiaries in Rubicon Project’s or such Subsidiary’s published financial statements or other Rubicon Project SEC Documents.
Appears in 1 contract
Samples: Merger Agreement (Ventas Inc)
SEC Documents; Financial Statements; Undisclosed Liabilities. (i) Rubicon Project has Starwood and its subsidiaries have filed or furnished all required registration statements, prospectuses, reports, schedules, forms, statements, certifications and other documents (including exhibits and all other information incorporated therein, regardless of when such exhibits and other information were filed) with the SEC since January 1, 2017 2013 (the “Rubicon Project Starwood SEC Documents”). As of their respective datesdates (or, if amended, as of the date of such amendment), the Rubicon Project Starwood SEC Documents complied in all material respects with the requirements of the Securities Act of 1933, as amended (the “Securities Act”), the Exchange Act and the Xxxxxxxx-Xxxxx Act of 2002, as amended (the “Xxxxxxxx-Xxxxx Act”), as the case may be, and the rules and regulations of the SEC promulgated thereunder applicable to the Rubicon Project Starwood SEC Documents, and none of the Rubicon Project Starwood SEC Documents when filed (or, if amended, as of the date of such amendment) and at their respective effective times, if applicable, contained any untrue statement of a material fact or omitted to state a material fact required to be stated therein or necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading. As of the date of this Agreement, there are no outstanding or unresolved comments received from the SEC with respect to any of the Rubicon Project Starwood SEC Documents, and, to the Knowledge knowledge of Rubicon ProjectStarwood, none of the Rubicon Project Starwood SEC Documents is the subject of any outstanding SEC comment or outstanding SEC investigation. No Subsidiary of Rubicon Project is, or has since January 1, 2017 been, required to file reports with the SEC pursuant to the requirements of the Exchange Act.
(ii) The consolidated financial statements (including all related notes and schedules) of Rubicon Project Starwood and its Subsidiaries subsidiaries included in the Rubicon Project Starwood SEC Documents (the “Rubicon Project Starwood Financial Statements”) were prepared in all material respects in accordance with GAAP U.S. generally accepted accounting principles (“GAAP”) (except, in the case of unaudited statements, as permitted by the SEC) applied on a consistent basis during the periods involved (except as may be indicated in the notes thereto) and fairly present in all material respects the consolidated financial position of Rubicon Project Starwood and its consolidated Subsidiaries subsidiaries as of the dates thereof and the consolidated results of their operations and cash flows for the periods then ended (subject, in the case of unaudited statements, to normal year-end audit adjustments which are not material and to any other adjustments described therein, including the notes thereto). Since December 31, 2016, no independent public accounting firm of Telaria has resigned (or informed Telaria that it intends to resign) or been dismissed as independent public accountants of Telaria as a result of or in connection with any disagreements with Telaria on a matter of accounting principles or practices, financial statement disclosure or auditing scope or procedure.
(iii) Except (A) as reflected or reserved against in Rubicon ProjectStarwood’s unaudited consolidated balance sheet as of September 30, 2019 2015 (or the notes thereto) as included in Rubicon Project’s Quarterly Report on Form 10-Q filed with the Starwood Filed SEC on November 6, 2019Documents, (B) for liabilities and obligations incurred in the ordinary course of business consistent with past practice since September 30, 2019 2015 and (C) for liabilities and obligations incurred in connection with or contemplated by this Agreement, neither Rubicon Project Starwood nor any of its Subsidiaries subsidiaries has any liabilities or obligations of any nature (whether accrued, absolute, contingent or otherwise) that would be required by GAAP to be reflected on a consolidated balance sheet of Rubicon Project Starwood and its Subsidiaries subsidiaries (or in the notes thereto) that, individually and or in the aggregate, would reasonably be expected to have a Material Adverse Effect on Rubicon ProjectStarwood.
(iv) Rubicon Project Starwood maintains a system of “internal control over financial reporting” (as defined in Rules 13a-15(f) and 15d-15(f) of under the Exchange Act) sufficient designed to provide reasonable assurance (A) that transactions are recorded as necessary to permit preparation of financial statements in conformity with GAAP, consistently applied, (B) that transactions are executed only in accordance with the authorization of management and (C) regarding prevention or timely detection of the unauthorized acquisition, use or disposition of Rubicon ProjectStarwood’s properties or assets. Since January 1, 20172013, none Starwood has disclosed to its auditors and the audit committee of Rubicon Project, Rubicon ProjectStarwood’s independent accountants, the Board of Directors of Rubicon Project or its audit committee has received any oral or written notification of any (1) “significant deficiency” in the internal controls control over financial reporting of Rubicon ProjectStarwood, (2) “material weakness” in the internal controls control over financial reporting of Rubicon Project Starwood or (3) fraud, whether or not material, that involves management or other employees of Rubicon Project Starwood who have a significant role in the internal controls over financial reporting of Rubicon ProjectStarwood. Starwood has made available to Marriott all such disclosures made by Starwood since January 1, 2014 to its auditors or the audit committee of Starwood’s Board of Directors to the date of this Agreement.
(v) The “disclosure controls and procedures” (as defined in Rules 13a-15(e) and 15d-15(e) of under the Exchange Act) utilized by Rubicon Project Starwood are reasonably designed to ensure that all information (both financial and non-financial) required to be disclosed by Rubicon Project Starwood in the reports that it files or submits under the Exchange Act is recorded, processed, summarized and reported within the time periods specified in the rules and forms of the SEC and that all such information required to be disclosed is accumulated and communicated to the management of Rubicon ProjectStarwood, as appropriate, to allow timely decisions regarding required disclosure and to enable the chief executive officer and chief financial officer of Rubicon Project Starwood to make the certifications required under the Exchange Act with respect to such reports.
(vi) Neither Rubicon Project Starwood nor any of its Subsidiaries subsidiaries is a party to, or has any commitment to become a party to, any joint venture, off-balance sheet partnership or any similar contract (including any contract or arrangement relating to any transaction or relationship between or among Rubicon Project Starwood and any of its Subsidiariessubsidiaries, on the one hand, and any unconsolidated Affiliateaffiliate, including any structured finance, special purpose or limited purpose entity or Personperson, on the other hand, or any “off-balance sheet arrangements” (as defined in Item 303(a) of Regulation S-K under the Exchange Act)), where the result, purpose or intended effect of such contract is to avoid disclosure of any material transaction involving, or material liabilities of, Rubicon Project Starwood or any of its Subsidiaries subsidiaries in Rubicon ProjectStarwood’s or such Subsidiarysubsidiary’s published financial statements or other Rubicon Project Starwood SEC Documents.
Appears in 1 contract
Samples: Agreement and Plan of Merger (Marriott International Inc /Md/)
SEC Documents; Financial Statements; Undisclosed Liabilities. (ia) Rubicon Project The Company has filed or furnished all required registration statements, prospectuses, reports, schedules, forms, statements, certifications proxy statements and other documents (including exhibits and all other information incorporated therein, regardless of when such exhibits and other information were filed) registration statements with the SEC since January 1required to be filed by it pursuant to the Securities Act or the Exchange Act, 2017 in each such case from March 29, 2009 through the date of this Agreement (collectively, the “Rubicon Project SEC Documents”). As of their respective datesdates (or if subsequently amended or superseded by a filing prior to the date of this Agreement, on the date of such filing), the Rubicon Project SEC Documents complied as to form in all material respects with the applicable requirements of the Securities Act, Act or the Exchange Act and the Xxxxxxxx-Xxxxx Act, as the case may be, and the rules and regulations none of the SEC promulgated thereunder applicable to the Rubicon Project SEC Documents, and none Documents as of the Rubicon Project SEC Documents when filed and at their respective effective times, if applicable, such dates contained any untrue statement of a material fact or omitted to state a material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading. Neither the Company nor any Company Subsidiary has listed its securities on any stock exchange in any jurisdiction, other than the Shares listed by the Company on NASDAQ. No Company Subsidiary is separately subject to the periodic reporting requirements of the Exchange Act. As of the date of this Agreement, there none of the SEC Documents are no subject to outstanding or unresolved comments in comment letters received by the Company from the SEC with respect to any of the Rubicon Project SEC Documents, and, to the Knowledge of Rubicon Project, none of the Rubicon Project SEC Documents is the subject of any outstanding SEC comment or investigation. No Subsidiary of Rubicon Project is, or has since January 1, 2017 been, required to file reports with the SEC pursuant to the requirements of the Exchange Actstaff.
(iib) The consolidated financial statements (including all related notes and schedules) of Rubicon Project and its Subsidiaries the Company included in the Rubicon Project SEC Documents (the “Rubicon Project SEC Financial Statements”) were have been prepared in accordance with GAAP (except as may be otherwise indicated therein or in the notes thereto and except, in the case of unaudited consolidated quarterly statements, as permitted by Form 10-Q of the SEC) Exchange Act), applied on a consistent basis during the periods involved involved, and (except as may be indicated therein or in the notes theretothereto or as subsequently amended or superseded by a filing prior to the date of this Agreement) and fairly present in all material respects the consolidated financial position of Rubicon Project the Company and its consolidated Subsidiaries as of the respective dates thereof and the consolidated results statements of their operations earnings, stockholders’ equity and cash flows for the respective periods then ended (subject, in the case of unaudited quarterly statements, to normal year-end audit adjustments which are not material and the absence of footnotes).
(c) Neither the Company nor any of the Company Subsidiaries has any liabilities or obligations of any nature that would have been required by GAAP to any other adjustments described thereinbe reflected in the consolidated balance sheet or notes thereto of the Company as of such date, except (i) for such liabilities and obligations reflected, reserved against or otherwise disclosed in the consolidated balance sheets of the Company as of March 27, 2011 (including the notes thereto). Since December 31, 2016, no independent public accounting firm of Telaria has resigned (or informed Telaria ) that it intends to resign) or been dismissed as independent public accountants of Telaria as a result of or in connection with any disagreements with Telaria on a matter of accounting principles or practices, financial statement disclosure or auditing scope or procedure.
(iii) Except (A) as reflected or reserved against in Rubicon Project’s unaudited balance sheet as of September 30, 2019 (or the notes thereto) are included in Rubicon Project’s Quarterly Report on Form 10-Q filed with the SEC on November 6, 2019Financial Statements or as otherwise disclosed in the SEC Documents, (Bii) for such liabilities and obligations incurred in the ordinary course of business consistent with past practice since September 30practice, 2019 and (Ciii) for such liabilities and obligations incurred pursuant to or in connection with this Agreement or contemplated by this Agreementthe Transactions, neither Rubicon Project nor any of its Subsidiaries has any or (iv) for such liabilities or and obligations of any nature (whether accruedas would not reasonably be expected to have, absolute, contingent or otherwise) that would be required by GAAP to be reflected on a consolidated balance sheet of Rubicon Project and its Subsidiaries (or in the notes thereto) that, individually and in the aggregate, would reasonably be expected to have a Company Material Adverse Effect on Rubicon ProjectEffect. There are no off-balance sheet arrangements to which the Company or any Company Subsidiary is a party required to be disclosed pursuant to Item 303(a)(4) of Regulation S-K promulgated under the Securities Act that have not been disclosed in the SEC Documents.
(ivd) Rubicon Project The Company is in compliance in all material respects with the applicable provisions of the Xxxxxxxx-Xxxxx Act of 2002 (the “Xxxxxxxx-Xxxxx Act”) and the related rules and regulations promulgated thereunder. The Company has established and maintains a system of “disclosure controls and procedures and internal control over financial reporting” reporting (as such terms are defined in Rules 13a-15(fparagraphs (e) and 15d-15(f) (f), respectively, of Rule 13a-15 under the Exchange Act) sufficient to provide reasonable assurance (A) that transactions are recorded as necessary to permit preparation of financial statements in conformity with GAAP, consistently applied, (B) that transactions are executed only in accordance with required by Rule 13a-15 under the authorization of management and (C) regarding prevention or timely detection of the unauthorized acquisition, use or disposition of Rubicon ProjectExchange Act. The Company’s properties or assets. Since January 1, 2017, none of Rubicon Project, Rubicon Project’s independent accountants, the Board of Directors of Rubicon Project or its audit committee has received any oral or written notification of any (1) “significant deficiency” in the internal controls over financial reporting of Rubicon Project, (2) “material weakness” in the internal controls over financial reporting of Rubicon Project or (3) fraud, whether or not material, that involves management or other employees of Rubicon Project who have a significant role in the internal controls over financial reporting of Rubicon Project.
(v) The “disclosure controls and procedures” (as defined in Rules 13a-15(e) and 15d-15(e) of the Exchange Act) utilized by Rubicon Project procedures are reasonably designed to ensure that all material information (both financial and non-financial) required to be disclosed by Rubicon Project the Company in the reports that it files or submits under the Exchange Act is recorded, processed, summarized and reported within the time periods specified in the rules and forms of the SEC SEC, and that all such material information required to be disclosed is accumulated and communicated to the management of Rubicon Project, the Company as appropriate, appropriate to allow timely decisions regarding required disclosure and to enable the chief executive officer and chief financial officer of Rubicon Project to make the certifications required under pursuant to Sections 302 and 906 of the Exchange Xxxxxxxx-Xxxxx Act. The management of the Company completed its assessment of the effectiveness of the Company’s internal control over financial reporting in compliance with the requirements of Section 404 of the Xxxxxxxx-Xxxxx Act with respect for the fiscal year ended March 27, 2011, and such assessment concluded that as of March 27, 2011 such controls were effective. The Company’s principal executive officer and its principal financial officer have disclosed, based on their most recent evaluation, to the Company’s auditors and the Audit Committee of the Company Board (x) all significant deficiencies, if any, in the design or operation of internal control over financial reporting which are reasonably likely to materially adversely affect the Company’s ability to record, process, summarize and report financial data and have identified to such reports.
(vi) Neither Rubicon Project nor any of its Subsidiaries is a party to, or has any commitment to become a party to, any joint venture, off-balance sheet partnership or any similar contract (including any contract or arrangement relating to any transaction or relationship between or among Rubicon Project and any of its Subsidiaries, on the one hand, and any unconsolidated Affiliate, 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 under the Exchange Act)), where the purpose or intended effect of such contract is to avoid disclosure of auditors any material transaction involvingweaknesses in internal controls and (y) any fraud, whether or material liabilities ofnot material, Rubicon Project of which there is Company Knowledge and that involves management or other employees of the Company or any of the Company Subsidiaries who have a significant role in the Company’s internal control over financial reporting. The Company has made available to Parent the disclosures referred to in the prior sentence (if any) made by the Company’s principal executive officer and its Subsidiaries in Rubicon Projectprincipal financial officer to the Company’s or such Subsidiary’s published financial statements or other Rubicon Project SEC Documentsauditors and the Audit Committee of the Company Board from March 28, 2010 to the date of this Agreement.
Appears in 1 contract
Samples: Merger Agreement (Benihana Inc)
SEC Documents; Financial Statements; Undisclosed Liabilities. (ia) Rubicon Project The Company has filed or furnished on a timely basis all required registration statements, prospectuses, reports, schedules, forms, statements, certifications registration statements, prospectuses and other documents (including exhibits and all other information incorporated therein, regardless of when such exhibits and other information were filed) required to be filed or furnished by the Company with the SEC under the Securities Act or the Exchange Act since January 1February 22, 2017 2020 together with all certifications required pursuant to the Xxxxxxxx-Xxxxx Act of 2002, as amended (the “Rubicon Project Xxxxxxxx-Xxxxx Act”) (such documents and any other documents filed or furnished by the Company with the SEC, as they have been supplemented, modified or amended since the time of filing, collectively, the “Company SEC Documents”). None of the Subsidiaries of the Company (nor, to the Knowledge of the Company, any Company Joint Venture) is required to make any filings with the SEC.
(b) As of their its respective datesfiling date (or, if amended or superseded prior to the Rubicon Project date of this Agreement, on the date of the last such filing) each Company SEC Documents Document complied in all material respects with the requirements of the Securities Act, the Exchange Act and or the Xxxxxxxx-Xxxxx Securities Act, as the case may be, and the rules and regulations of the SEC promulgated thereunder applicable to the Rubicon Project such Company SEC Documents, Document and none of the Rubicon Project SEC Documents when filed and at their respective effective times, if applicable, contained did not contain any untrue statement of a material fact or omitted omit to state a material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading, in each case when filed or furnished, or with respect to any proxy statement filed pursuant to the Exchange Act, on the date of the applicable meeting. As of the date of this Agreement, there are no outstanding or unresolved comments received from the SEC with respect to any of the Rubicon Project Company SEC Documents. There has been no material correspondence between the SEC and the Company since February 22, and, 2020 that is not set forth in the Company SEC Documents or that has not otherwise been disclosed to Parent prior to the Knowledge of Rubicon Project, none of the Rubicon Project SEC Documents is the subject of any outstanding SEC comment or investigation. No Subsidiary of Rubicon Project is, or has since January 1, 2017 been, required to file reports with the SEC pursuant to the requirements of the Exchange Actdate hereof.
(iic) The consolidated financial statements of the Company included in the Company SEC Documents (including including, in each case, any notes or schedules thereto) (the “Company SEC Financial Statements”)
(i) fairly present, in all related notes material respects, the financial condition and schedules) the results of Rubicon Project operations, cash flows and changes in stockholders’ equity of the Company and its Subsidiaries included (on a consolidated basis) as of the respective dates of and for the periods referred to in the Rubicon Project Company SEC Documents (the “Rubicon Project Financial Statements”, and (ii) were prepared in accordance with GAAP (exceptas in effect in the United States on the date of such Company SEC Financial Statement) as applied by the Company on a consistent basis throughout the periods covered thereby (except as may be indicated in the notes thereto or, in the case of unaudited statements, as permitted by Form 10-Q of the SEC) applied on a consistent basis during the periods involved (except as may be indicated in the notes thereto) and fairly present in all material respects the consolidated financial position of Rubicon Project and its consolidated Subsidiaries as of the dates thereof and the consolidated results of their operations and cash flows for the periods then ended (), subject, in the case of unaudited statementsinterim Company SEC Financial Statements, to normal year-end audit adjustments which that are not material and to any other adjustments described therein, including the notes thereto). Since December 31, 2016, no independent public accounting firm of Telaria has resigned (in amount or informed Telaria that it intends to resign) or been dismissed as independent public accountants of Telaria as a result of or in connection with any disagreements with Telaria on a matter of accounting principles or practices, financial statement disclosure or auditing scope or procedure.
(iii) Except (A) as reflected or reserved against in Rubicon Project’s unaudited balance sheet as of September 30, 2019 (or the notes thereto) included in Rubicon Project’s Quarterly Report on Form 10-Q filed with the SEC on November 6, 2019, (B) for liabilities and obligations incurred in the ordinary course of business consistent with past practice since September 30, 2019 and (C) for liabilities and obligations incurred in connection with or contemplated by this Agreement, neither Rubicon Project nor any of its Subsidiaries has any liabilities or obligations of any nature (whether accrued, absolute, contingent or otherwise) that would be required by GAAP to be reflected on a consolidated balance sheet of Rubicon Project and its Subsidiaries (or in the notes thereto) thatnature, individually and or in the aggregate, and the absence of certain notes (none of which if presented would reasonably be expected to have a Material Adverse Effect on Rubicon Projectmaterially differ from those presented in the audited Company SEC Financial Statements).
(ivd) Rubicon Project The Company has timely filed all certifications and statements required by (i) Rule 13a-14 or Rule 15d-14 under the Exchange Act; or (ii) 18 U.S.C. Section 1350 (Section 906 of the Xxxxxxxx-Xxxxx Act) with respect to all applicable Company SEC Documents. The Company maintains disclosure controls and procedures required and as defined by Rule 13a-15 or Rule 15d-15 under the Exchange Act, which such controls and procedures are reasonably designed to ensure that all material information concerning the Company and its Subsidiaries is made known on a timely basis to the individuals responsible for the preparation of the Company SEC Documents.
(e) The Company has designed and maintains a system of “internal control over financial reporting” reporting (as defined in Rules 13a-15(f) and 15d-15(f) of the Exchange Act) as required by Rule 13a-15 under the Exchange Act and sufficient in all material respects to provide reasonable assurance (A) that transactions are recorded as necessary to permit preparation assurances regarding the reliability of financial statements in conformity with GAAP, consistently applied, (B) that transactions are executed only reporting for the Company and its Subsidiaries for external purposes in accordance with the authorization GAAP. There were no significant deficiencies or material weaknesses identified in management’s assessment of management and (C) regarding prevention or timely detection of the unauthorized acquisition, use or disposition of Rubicon Project’s properties or assets. Since January 1, 2017, none of Rubicon Project, Rubicon Project’s independent accountants, the Board of Directors of Rubicon Project or its audit committee has received any oral or written notification of any (1) “significant deficiency” in the internal controls control over financial reporting as of Rubicon Projectand for the year ended December 31, 2021 (2nor has any such deficiency or weakness been identified as of the date hereof) “material weakness” in or any fraud related to the internal controls over financial reporting Company, its Subsidiaries, any Company Joint Ventures and their respective businesses (or, to the Knowledge of Rubicon Project or (3) the Company, any other fraud), whether or not material, that involves the management or other employees of Rubicon Project the Company or any of its Subsidiaries who have a significant role in the Company’s internal controls control over financial reporting of Rubicon Projectreporting.
(f) The Company and its Subsidiaries do not have any liabilities or obligations of any nature (whether absolute or contingent, asserted or unasserted, known or unknown, primary or secondary, direct or indirect, and whether or not accrued), required by GAAP to be reflected or reserved on a consolidated balance sheet of the Company (or the notes thereto) except (i) as specifically disclosed or reflected and adequately reserved against in the most recent balance sheet included in the Company SEC Financial Statements or the notes thereto, (ii) for liabilities and obligations incurred in the ordinary course of business since the date of the most recent balance sheet included in the Company SEC Financial Statements, (iii) for liabilities and obligations incurred pursuant to the transactions contemplated by this Agreement, (iv) for liabilities incurred that have been discharged or paid in full prior to the date of this Agreement and (v) The “disclosure controls for liabilities and procedures” (as defined in Rules 13a-15(e) and 15d-15(e) of the Exchange Act) utilized by Rubicon Project are reasonably designed to ensure that all information (both financial and non-financial) required to be disclosed by Rubicon Project obligations that, individually or in the reports that it files or submits under the Exchange Act is recordedaggregate, processed, summarized and reported within the time periods specified in the rules and forms of the SEC and that all such information required to be disclosed is accumulated and communicated to the management of Rubicon Project, as appropriate, to allow timely decisions regarding required disclosure and to enable the chief executive officer and chief financial officer of Rubicon Project to make the certifications required under the Exchange Act with respect to such reports.
(vi) Neither Rubicon Project nor any of its Subsidiaries is a party to, or has any commitment to become a party to, any joint venture, off-balance sheet partnership or any similar contract (including any contract or arrangement relating to any transaction or relationship between or among Rubicon Project and any of its Subsidiaries, on the one handhave not had, and any unconsolidated Affiliatewould not reasonably be expected to have, 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 under the Exchange Act)), where the purpose or intended effect of such contract is to avoid disclosure of any material transaction involving, or material liabilities of, Rubicon Project or any of its Subsidiaries in Rubicon Project’s or such Subsidiary’s published financial statements or other Rubicon Project SEC Documentsa Company Material Adverse Effect.
Appears in 1 contract
Samples: Merger Agreement (Tenneco Inc)
SEC Documents; Financial Statements; Undisclosed Liabilities. (i) Rubicon Project has ILG and its subsidiaries have filed or furnished all required registration statements, prospectuses, reports, schedules, forms, statements, certifications and other documents (including exhibits and all other information incorporated therein, regardless of when such exhibits and other information were filed) with the SEC since January 1, 2017 2016 (the “Rubicon Project ILG SEC Documents”). As of their respective datesdates (or, if amended, as of the date of such amendment), the Rubicon Project ILG SEC Documents complied in all material respects with the requirements of the Securities Act of 1933, as amended (the “Securities Act”), the Exchange Act and the Xxxxxxxx-Xxxxx Act of 2002, as amended (the “Xxxxxxxx-Xxxxx Act”), as the case may be, and the rules and regulations of the SEC promulgated thereunder applicable to the Rubicon Project ILG SEC Documents, and none of the Rubicon Project ILG SEC Documents when filed (or, if amended, as of the date of such amendment) and at their respective effective times, if applicable, contained any untrue statement of a material fact or omitted to state a material fact required to be stated therein or necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading. As of the date of this Agreement, there are no outstanding or unresolved comments received from the SEC with respect to any of the Rubicon Project ILG SEC Documents, and, to the Knowledge knowledge of Rubicon ProjectILG, none of the Rubicon Project ILG SEC Documents is the subject of any outstanding SEC comment or outstanding SEC investigation. No Subsidiary of Rubicon Project is, or has since January 1, 2017 been, required to file reports with the SEC pursuant to the requirements of the Exchange Act.
(ii) The consolidated financial statements (including all related notes and schedules) of Rubicon Project ILG and its Subsidiaries subsidiaries included in the Rubicon Project ILG SEC Documents (the “Rubicon Project ILG Financial Statements”) were prepared in all material respects in accordance with GAAP U.S. generally accepted accounting principles (“GAAP”) (except, in the case of unaudited statements, as permitted by the SEC) applied on a consistent basis during the periods involved (except as may be indicated in the notes thereto) and fairly present in all material respects the consolidated financial position of Rubicon Project ILG and its consolidated Subsidiaries subsidiaries as of the dates thereof and the consolidated results of their operations and cash flows for the periods then ended (subject, in the case of unaudited statements, to normal year-end audit adjustments which are not material and to any other adjustments described therein, including the notes thereto). Since December 31, 2016, no independent public accounting firm of Telaria has resigned (or informed Telaria that it intends to resign) or been dismissed as independent public accountants of Telaria as a result of or in connection with any disagreements with Telaria on a matter of accounting principles or practices, financial statement disclosure or auditing scope or procedure.
(iii) Except (A) as reflected or reserved against in Rubicon ProjectILG’s unaudited consolidated balance sheet as of September 30December 31, 2019 2017 (or the notes thereto) as included in Rubicon Project’s Quarterly Report on Form 10-Q filed with the ILG Filed SEC on November 6, 2019Documents, (B) for liabilities and obligations incurred in the ordinary course of business consistent with past practice since September 30December 31, 2019 2017 and (C) for liabilities and obligations incurred in connection with or contemplated by this Agreement, neither Rubicon Project ILG nor any of its Subsidiaries subsidiaries has any liabilities or obligations of any nature (whether accrued, absolute, contingent or otherwise) that would be required by GAAP to be reflected on or reserved against in a consolidated balance sheet of Rubicon Project ILG and its Subsidiaries subsidiaries (or in the notes thereto) that, individually and or in the aggregate, would reasonably be expected to have a Material Adverse Effect on Rubicon ProjectILG.
(iv) Rubicon Project ILG maintains a system of “internal control over financial reporting” (as defined in Rules 13a-15(f) and 15d-15(f) of under the Exchange Act) sufficient designed to provide reasonable assurance (A) that transactions are recorded as necessary to permit preparation of financial statements in conformity with GAAP, consistently applied, (B) that transactions are executed only in accordance with the authorization of management and (C) regarding prevention or timely detection of the unauthorized acquisition, use or disposition of Rubicon ProjectILG’s properties or assets. Since January 1, 20172016, none ILG has disclosed to its auditors and the audit committee of Rubicon Project, Rubicon ProjectILG’s independent accountants, the Board of Directors of Rubicon Project or its audit committee has received any oral or written notification of any (1) “significant deficiency” in the internal controls control over financial reporting of Rubicon ProjectILG, (2) “material weakness” in the internal controls control over financial reporting of Rubicon Project ILG or (3) fraud, whether or not material, that involves management or other employees of Rubicon Project ILG who have a significant role in the internal controls over financial reporting of Rubicon ProjectILG. ILG has made available to MVW all such disclosures made by ILG since January 1, 2016 to its auditors or the audit committee of ILG’s Board of Directors to the date of this Agreement.
(v) The “disclosure controls and procedures” (as defined in Rules 13a-15(e) and 15d-15(e) of under the Exchange Act) utilized by Rubicon Project ILG are reasonably designed to ensure that all information (both financial and non-financial) required to be disclosed by Rubicon Project ILG in the reports that it files or submits under the Exchange Act is recorded, processed, summarized and reported within the time periods specified in the rules and forms of the SEC and that all such information required to be disclosed is accumulated and communicated to the management of Rubicon ProjectILG, as appropriate, to allow timely decisions regarding required disclosure and to enable the chief executive officer and chief financial officer of Rubicon Project ILG to make the certifications required under the Exchange Act with respect to such reports.
(vi) Neither Rubicon Project ILG nor any of its Subsidiaries subsidiaries is a party to, or has any commitment to become a party to, any joint venture, off-balance sheet partnership or any similar contract (including any contract or arrangement relating to any transaction or relationship between or among Rubicon Project ILG and any of its Subsidiariessubsidiaries, on the one hand, and any unconsolidated Affiliateaffiliate, including any structured finance, special purpose or limited purpose entity or Personperson, on the other hand, or any “off-balance sheet arrangements” (as defined in Item 303(a) of Regulation S-K under the Exchange Act)), where the result, purpose or intended effect of such contract is to avoid disclosure of any material transaction involving, or material liabilities of, Rubicon Project ILG or any of its Subsidiaries subsidiaries in Rubicon ProjectILG’s or such Subsidiarysubsidiary’s published financial statements or other Rubicon Project ILG SEC Documents.
Appears in 1 contract
Samples: Merger Agreement (ILG, Inc.)
SEC Documents; Financial Statements; Undisclosed Liabilities. (i) Rubicon Project has Starwood and its subsidiaries have filed or furnished all required registration statements, prospectuses, reports, schedules, forms, statements, certifications and other documents (including exhibits and all other information incorporated therein, regardless of when such exhibits and other information were filed) with the SEC since January 1, 2017 2013 (the “Rubicon Project Starwood SEC Documents”). As of their respective datesdates (or, if amended, as of the date of such amendment), the Rubicon Project Starwood SEC Documents complied in all material respects with the requirements of the Securities Act of 1933, as amended (the “Securities Act”), the Exchange Act and the Xxxxxxxx-Xxxxx Act of 2002, as amended (the “Xxxxxxxx-Xxxxx Act”), as the case may be, and the rules and regulations of the SEC promulgated thereunder applicable to the Rubicon Project Starwood SEC Documents, and none of the Rubicon Project Starwood SEC Documents when filed (or, if amended, as of the date of such amendment) and at their respective effective times, if applicable, contained any untrue statement of a material fact or omitted to state a material fact required to be stated therein or necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading. As of the date of this Agreement, there are no outstanding or unresolved comments received from the SEC with respect to any of the Rubicon Project Starwood SEC Documents, and, to the Knowledge knowledge of Rubicon ProjectStarwood, none of the Rubicon Project Starwood SEC Documents is the subject of any outstanding SEC comment or outstanding SEC investigation. No Subsidiary of Rubicon Project is, or has since January 1, 2017 been, required to file reports with the SEC pursuant to the requirements of the Exchange Act.
(ii) The consolidated financial statements (including all related notes and schedules) of Rubicon Project Starwood and its Subsidiaries subsidiaries included in the Rubicon Project Starwood SEC Documents (the “Rubicon Project Starwood Financial Statements”) were prepared in all material respects in accordance with GAAP U.S. generally accepted accounting principles (“GAAP”) (except, in the case of unaudited statements, as permitted by the SEC) applied on a consistent basis during the periods involved (except as may be indicated in the notes thereto) and fairly present in all material respects the consolidated financial position of Rubicon Project Starwood and its consolidated Subsidiaries subsidiaries as of the dates thereof and the consolidated results of their operations and cash flows for the periods then ended (subject, in the case of unaudited statements, to normal year-end audit adjustments which are not material and to any other adjustments described therein, including the notes thereto). Since December 31, 2016, no independent public accounting firm of Telaria has resigned (or informed Telaria that it intends to resign) or been dismissed as independent public accountants of Telaria as a result of or in connection with any disagreements with Telaria on a matter of accounting principles or practices, financial statement disclosure or auditing scope or procedure.
(iii) Except (A) as reflected or reserved against in Rubicon ProjectStarwood’s unaudited consolidated balance sheet as of September 30, 2019 2015 (or the notes thereto) as included in Rubicon Project’s Quarterly Report on Form 10-Q filed with the Starwood Filed SEC on November 6, 2019Documents, (B) for liabilities and obligations incurred in the ordinary course of business consistent with past practice since September 30, 2019 2015 and (C) for liabilities and obligations incurred in connection with or contemplated by this Agreement, neither Rubicon Project Starwood nor any of its Subsidiaries subsidiaries has any liabilities or obligations of any nature (whether accrued, absolute, contingent or otherwise) that would be required by GAAP to be reflected on a consolidated balance sheet of Rubicon Project Starwood and its Subsidiaries subsidiaries (or in the notes thereto) that, individually and or in the aggregate, would reasonably be expected to have a Material Adverse Effect on Rubicon ProjectStarwood.
(iv) Rubicon Project Starwood maintains a system of “internal control over financial reporting” (as defined in Rules 13a-15(f) and 15d-15(f) of under the Exchange Act) sufficient designed to provide reasonable assurance (A) that transactions are recorded as necessary to permit preparation of financial statements in conformity with GAAP, consistently applied, (B) that transactions are executed only in accordance with the authorization of management and (C) regarding prevention or timely detection of the unauthorized acquisition, use or disposition of Rubicon ProjectStarwood’s properties or assets. Since January 1, 20172013, none Starwood has disclosed to its auditors and the audit committee of Rubicon Project, Rubicon ProjectStarwood’s independent accountants, the Board of Directors of Rubicon Project or its audit committee has received any oral or written notification of any (1) “significant deficiency” in the internal controls control over financial reporting of Rubicon ProjectStarwood, (2) “material weakness” in the internal controls control over financial reporting of Rubicon Project Starwood or (3) fraud, whether or not material, that involves management or other employees of Rubicon Project Starwood who have a significant role in the internal controls over financial reporting of Rubicon ProjectStarwood. Starwood has made available to Marriott all such disclosures made by Starwood since January 1, 2014 to its auditors or the audit committee of Starwood’s Board of Directors to the date of this Agreement.
(v) The “disclosure controls and procedures” (as defined in Rules 13a-15(e13a‑15(e) and 15d-15(e) of under the Exchange Act) utilized by Rubicon Project Starwood are reasonably designed to ensure that all information (both financial and non-financial) required to be disclosed by Rubicon Project Starwood in the reports that it files or submits under the Exchange Act is recorded, processed, summarized and reported within the time periods specified in the rules and forms of the SEC and that all such information required to be disclosed is accumulated and communicated to the management of Rubicon ProjectStarwood, as appropriate, to allow timely decisions regarding required disclosure and to enable the chief executive officer and chief financial officer of Rubicon Project Starwood to make the certifications required under the Exchange Act with respect to such reports.
(vi) Neither Rubicon Project Starwood nor any of its Subsidiaries subsidiaries is a party to, or has any commitment to become a party to, any joint venture, off-balance sheet partnership or any similar contract (including any contract or arrangement relating to any transaction or relationship between or among Rubicon Project Starwood and any of its Subsidiariessubsidiaries, on the one hand, and any unconsolidated Affiliateaffiliate, including any structured finance, special purpose or limited purpose entity or Personperson, on the other hand, or any “off-balance sheet arrangements” (as defined in Item 303(a) of Regulation S-K under the Exchange Act)), where the result, purpose or intended effect of such contract is to avoid disclosure of any material transaction involving, or material liabilities of, Rubicon Project Starwood or any of its Subsidiaries subsidiaries in Rubicon ProjectStarwood’s or such Subsidiarysubsidiary’s published financial statements or other Rubicon Project Starwood SEC Documents.
Appears in 1 contract
Samples: Merger Agreement (Starwood Hotel & Resorts Worldwide, Inc)
SEC Documents; Financial Statements; Undisclosed Liabilities. (i) Rubicon Project has The Company and its subsidiaries have filed or furnished all required registration statements, prospectuses, reports, schedules, forms, statements, certifications and other documents (including exhibits and all other information incorporated therein, regardless of when such exhibits and other information were filed) with the SEC since January December 1, 2017 2016 (the “Rubicon Project Company SEC Documents”). As of their respective dates, the Rubicon Project Company SEC Documents complied (or with respect to Company SEC Documents filed or furnished after the date hereof, will comply) in all material respects with the requirements of the Securities Act of 1933, as amended (the “Securities Act”), the Exchange Act and the Xxxxxxxx-Xxxxx Act of 2002, as amended (the “Xxxxxxxx-Xxxxx Act”), as the case may be, and the rules and regulations of the SEC promulgated thereunder applicable to the Rubicon Project Company SEC Documents, and none of the Rubicon Project Company SEC Documents when filed and and, if applicable, at their respective effective timestimes contained (or with respect to Company SEC Documents filed or furnished after the date hereof, if applicable, contained will contain) any untrue statement of a material fact or omitted to state a material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading. As of the date of this Agreement, there are no outstanding or unresolved comments received from the SEC with respect to any of the Rubicon Project Company SEC Documents, and, to the Knowledge knowledge of Rubicon Projectthe Company, none of the Rubicon Project Company SEC Documents is the subject of any outstanding SEC comment or outstanding SEC investigation. No Subsidiary of Rubicon Project is, or has since January 1, 2017 been, required to file reports with the SEC pursuant to the requirements of the Exchange Act.
(ii) The consolidated financial statements (including all related notes and schedules) of Rubicon Project the Company and its Subsidiaries subsidiaries included in the Rubicon Project Company SEC Documents (the “Rubicon Project Company Financial Statements”) were prepared (or with respect to Company Financial Statements included in Company SEC Documents filed or furnished after the date hereof, will be prepared) in all material respects in accordance with GAAP generally accepted accounting principles (“GAAP”) (except, in the case of unaudited statements, as permitted by the SEC) applied on a consistent basis during the periods involved (except as may be indicated in the notes thereto) and fairly present in all material respects the consolidated financial position of Rubicon Project the Company and its consolidated Subsidiaries subsidiaries as of the dates thereof and the consolidated results of their operations and cash flows for the periods then ended (subject, in the case of unaudited statements, to normal year-end audit adjustments which are not material and to any other adjustments described therein, including the notes thereto). Since December 31, 2016, no independent public accounting firm of Telaria has resigned (or informed Telaria that it intends to resign) or been dismissed as independent public accountants of Telaria as a result of or in connection with any disagreements with Telaria on a matter of accounting principles or practices, financial statement disclosure or auditing scope or procedure.
(iii) Except (A) as reflected or reserved against in Rubicon Projectthe Company’s unaudited audited balance sheet as of September November 30, 2019 (or the notes thereto) as included in Rubicon Project’s Quarterly Report on Form 10-Q filed with the Company Filed SEC on November 6, 2019Documents, (B) for liabilities and obligations incurred in the ordinary course of business consistent with past practice since September November 30, 2019 and (C) for liabilities and obligations incurred in connection with or contemplated by this Agreement, neither Rubicon Project the Company nor any of its Subsidiaries subsidiaries has any liabilities or obligations of any nature (whether accrued, absolute, contingent or otherwise) that would be required by GAAP to be reflected on a consolidated balance sheet of Rubicon Project the Company and its Subsidiaries subsidiaries (or in the notes thereto) that, individually and or in the aggregate, would reasonably be expected to have a Material Adverse Effect on Rubicon Projectthe Company.
(iv) Rubicon Project The Company maintains a system of “internal control over financial reporting” (as defined in Rules 13a-15(f) and 15d-15(f) of the Exchange Act) sufficient to provide reasonable assurance (Ai) that transactions are recorded as necessary to permit preparation of financial statements in conformity with GAAP, consistently applied, (Bii) that transactions are executed only in accordance with the authorization of management and (Ciii) regarding prevention or timely detection of the unauthorized acquisition, use or disposition of Rubicon Projectthe Company’s properties or assets. Since January December 1, 20172016, none of Rubicon Projectthe Company, Rubicon Projectthe Company’s independent accountants, the Board of Directors of Rubicon Project the Company or its audit committee has received any oral or written notification of any (1i) “significant deficiency” in the internal controls over financial reporting of Rubicon Projectthe Company, (2ii) “material weakness” in the internal controls over financial reporting of Rubicon Project the Company or (3iii) fraud, whether or not material, that involves management or other employees of Rubicon Project the Company who have a significant role in the internal controls over financial reporting of Rubicon Projectthe Company.
(v) The “disclosure controls and procedures” (as defined in Rules 13a-15(e) and 15d-15(e) of the Exchange Act) utilized by Rubicon Project the Company are reasonably designed to ensure that all information (both financial and non-financial) required to be disclosed by Rubicon Project the Company in the reports that it files or submits under the Exchange Act is recorded, processed, summarized and reported within the time periods specified in the rules and forms of the SEC and that all such information required to be disclosed is accumulated and communicated to the management of Rubicon Projectthe Company, as appropriate, to allow timely decisions regarding required disclosure and to enable the chief executive officer and chief financial officer of Rubicon Project the Company to make the certifications required under the Exchange Act with respect to such reports.
(vi) Neither Rubicon Project the Company nor any of its Subsidiaries subsidiaries is a party to, or has any commitment to become a party to, any joint venture, off-balance sheet partnership or any similar contract (including any contract or arrangement relating to any transaction or relationship between or among Rubicon Project the Company and any of its Subsidiariessubsidiaries, on the one hand, and any unconsolidated Affiliateaffiliate, including any structured finance, special purpose or limited purpose entity or Personperson, on the other hand, or any “off-balance sheet arrangements” (as defined in Item 303(a) of Regulation S-K under the Exchange Act)), where the result, purpose or intended effect of such contract is to avoid disclosure of any material transaction involving, or material liabilities of, Rubicon Project the Company or any of its Subsidiaries subsidiaries in Rubicon Projectthe Company’s or such Subsidiarysubsidiary’s published financial statements or other Rubicon Project Company SEC Documents.
Appears in 1 contract
Samples: Merger Agreement (S&P Global Inc.)
SEC Documents; Financial Statements; Undisclosed Liabilities. (ia) Rubicon Project has Each form, report, schedule, registration statement and definitive proxy statement filed or furnished all required registration statements, prospectuses, reports, schedules, forms, statements, certifications and other documents (including exhibits and all other information incorporated therein, regardless of when such exhibits and other information were filed) by Company with the SEC since January August 1, 2017 1997 and prior to the date hereof (as such documents have been amended prior to the “Rubicon Project date hereof, the "Company SEC Documents”"). As , as of their respective dates, the Rubicon Project SEC Documents complied in all material respects with the applicable requirements of the Securities Act, the Exchange Act and the Xxxxxxxx-Xxxxx Exchange Act, as the case may be, and the rules and regulations . None of the SEC promulgated thereunder applicable to the Rubicon Project Company SEC Documents, and none as of the Rubicon Project SEC Documents when filed and at their respective effective timesdates, if applicable, contained contains any untrue statement of a material fact or omitted omits to state a material fact required to be stated therein or necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading. As Company has made available to Purchaser true, accurate and complete copies of all of the date of this Agreement, there are no outstanding or unresolved comments received from the SEC with respect to any of the Rubicon Project Company SEC Documents, and, to the Knowledge of Rubicon Project, none of the Rubicon Project SEC Documents is the subject of any outstanding SEC comment or investigation. No Subsidiary of Rubicon Project is, or has since January 1, 2017 been, required to file reports with the SEC pursuant to the requirements of the Exchange Act.
(ii) The consolidated financial statements (including all related notes and schedules) of Rubicon Project Company and its Subsidiaries included in such reports comply as to form in all material respects with applicable accounting requirements and with the Rubicon Project published rules and regulations of the SEC Documents (the “Rubicon Project Financial Statements”) were with respect thereto, have been prepared in accordance with GAAP (except, in the case of unaudited statements, as permitted by the SEC) applied on a consistent basis during throughout the periods involved (except as may be indicated in the notes theretothereto or, in the case of the unaudited interim financial statements, as permitted by Form 10-Q of the SEC) and fairly present in all material respects (subject, in the case of the unaudited interim financial statements, to normal, year-end audit adjustments) the consolidated financial position of Rubicon Project Company and its consolidated Subsidiaries as of at the dates thereof and the consolidated results of their operations and cash flows for the periods then ended (subject, in the case of unaudited statements, to normal year-end audit adjustments which are not material and to any other adjustments described therein, including the notes thereto)ended. Since December 31, 20161998, no independent public accounting firm neither Company nor any of Telaria its Subsidiaries has resigned incurred any material liabilities or obligations (whether absolute, accrued, fixed, contingent, liquidated, unliquidated or informed Telaria that it intends otherwise and whether due or to resignbecome due) of any nature, except liabilities, obligations or been dismissed as independent public accountants of Telaria as a result of or in connection with any disagreements with Telaria contingencies (a) which are reflected on a matter of accounting principles or practices, financial statement disclosure or auditing scope or procedure.
(iii) Except (A) as reflected or reserved against in Rubicon Project’s unaudited the audited balance sheet of Company and its Subsidiaries as of September 30at December 31, 2019 1998, (or including the notes theretohereto), or (b) included in Rubicon Project’s Quarterly Report on Form 10-Q filed with the SEC on November 6, 2019, which (Bi) for liabilities and obligations were incurred in the ordinary course of business after December 31, 1998 and consistent with past practice since September 30practices, 2019 or (ii) are disclosed or reflected in the Company SEC Documents filed after December 31, 1998. Since August 1, 1997, the Company has timely filed with the SEC all forms, reports and (C) for liabilities and obligations incurred in connection with or contemplated by this Agreement, neither Rubicon Project nor any of its Subsidiaries has any liabilities or obligations of any nature (whether accrued, absolute, contingent or otherwise) that would be other documents required by GAAP to be reflected on a filed prior to the date hereof, and no Subsidiary of Company has filed, or been required to file, any form, report or other document with the SEC, in each case, pursuant to the Securities Act, the Exchange Act or the rules and regulations thereunder. From the date hereof until the Second Closing Date, Company will timely file all forms, reports, schedules and registration statements required to be filed by the Securities Act or Exchange Act ("Future Company SEC Documents"). All such Future Company SEC Documents and the consolidated balance sheet of Rubicon Project financial statements included therein shall comply in all material respects with the representations and its Subsidiaries (or warranties made by Company in this Section 4.7 with respect to the notes thereto) that, individually and in the aggregate, would reasonably be expected to have a Material Adverse Effect on Rubicon ProjectCompany SEC Documents.
(ivb) Rubicon Project maintains a system of “internal control over financial reporting” (Except as defined in Rules 13a-15(fset forth on Schedule 4.7(b) and 15d-15(f) of the Exchange Act) sufficient to provide reasonable assurance (A) that transactions are recorded as necessary to permit preparation of financial statements in conformity with GAAP, consistently applied, (B) that transactions are executed only in accordance with the authorization of management and (C) regarding prevention or timely detection of the unauthorized acquisition, use or disposition of Rubicon Project’s properties or assets. Since January 1, 2017, none of Rubicon Project, Rubicon Project’s independent accountants, the Board of Directors of Rubicon Project or its audit committee has received any oral or written notification of any (1) “significant deficiency” described in the internal controls over financial reporting of Rubicon ProjectCompany SEC Documents, (2) “material weakness” in the internal controls over financial reporting of Rubicon Project or (3) fraud, whether or not material, that involves management no dividends or other employees distributions have been declared, paid or made upon any shares of Rubicon Project who capital Stock of Company, nor have a significant role in the internal controls over financial reporting any shares of Rubicon Projectcapital Stock of Company been redeemed, retired, purchased or otherwise acquired for value by Company since December 31, 1998.
(v) The “disclosure controls and procedures” (as defined in Rules 13a-15(e) and 15d-15(e) of the Exchange Act) utilized by Rubicon Project are reasonably designed to ensure that all information (both financial and non-financial) required to be disclosed by Rubicon Project in the reports that it files or submits under the Exchange Act is recorded, processed, summarized and reported within the time periods specified in the rules and forms of the SEC and that all such information required to be disclosed is accumulated and communicated to the management of Rubicon Project, as appropriate, to allow timely decisions regarding required disclosure and to enable the chief executive officer and chief financial officer of Rubicon Project to make the certifications required under the Exchange Act with respect to such reports.
(vi) Neither Rubicon Project nor any of its Subsidiaries is a party to, or has any commitment to become a party to, any joint venture, off-balance sheet partnership or any similar contract (including any contract or arrangement relating to any transaction or relationship between or among Rubicon Project and any of its Subsidiaries, on the one hand, and any unconsolidated Affiliate, 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 under the Exchange Act)), where the purpose or intended effect of such contract is to avoid disclosure of any material transaction involving, or material liabilities of, Rubicon Project or any of its Subsidiaries in Rubicon Project’s or such Subsidiary’s published financial statements or other Rubicon Project SEC Documents.
Appears in 1 contract
Samples: Securities Purchase Agreement (Metromedia Fiber Network Inc)
SEC Documents; Financial Statements; Undisclosed Liabilities. (ia) Rubicon Project has filed The McNeil Partnerships that are reqxxxxx to file reports with the SEC pursuant to Section 13 or furnished 15(d) of the Securities Exchange Act of 1934, as amended (the "Exchange Act"), are identified on Schedule 4.5(a) of the Seller Disclosure Letter (collectively, the "Public McNeil Partnerships"), and have xxxxx all required registration statements, prospectuses, reports, schedules, forms, statements, certifications statements and other documents (including exhibits and all other information incorporated therein, regardless of when such exhibits and other information were filed) with the SEC since January 1, 2017 1996 (collectively, including any such reports filed in the “Rubicon Project period subsequent to the date hereof but prior to the Closing Date, and as amended, the "Seller SEC Documents”," and the financial statements of the Public McNeil Partnerships included ix xxx Seller SEC Documents, the "Public McNeil Partnership Statements"). As Xxx of the Seller SEC Documents (other than preliminary material), as of their respective filing dates, complied (or, in the Rubicon Project case of any Seller SEC Documents complied filed in the period subsequent to the date hereof but prior to the Closing Date, will comply as of their respective filing dates) in all material respects with the all applicable requirements of the Securities Act of 1933, as amended (the "Securities Act"), and the Exchange Act, the Exchange Act and the Xxxxxxxx-Xxxxx Actand, as the case may bein each case, and the rules and regulations of the SEC promulgated thereunder applicable to the Rubicon Project such Seller SEC Documents, and none . None of the Rubicon Project Seller SEC Documents when at the time of filing contained (or, in the case of any Seller SEC Documents filed and in the period subsequent to the date hereof but prior to the Closing Date, will contain at their respective effective times, if applicable, contained the time of filing) any untrue statement of a material fact or at the time of filing omitted (or, in the case of any Seller SEC Documents filed in the period subsequent to the date hereof but prior to the Closing Date, will omit at the time of filing) to state a any 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. As of the date of this Agreement, there are no outstanding or unresolved comments received from the SEC with respect to any of the Rubicon Project SEC Documents, and, to the Knowledge of Rubicon Project, none of the Rubicon Project SEC Documents is the subject of any outstanding SEC comment or investigation. No Subsidiary of Rubicon Project is, or has since January 1, 2017 been, required to file reports with the SEC pursuant to the requirements of the Exchange Act.
(iib) Each of the Private McNeil Partnerships has made avaixxxxx to the Company copies of its unaudited balance sheets as of March 31, 1999 and December 31, 1998 and its related unaudited statements of operations and cash flows for the three-month period ended March 31, 1999 and for the year ended December 31, 1998 (such financial statements, collectively with the Public McNeil Partnership Statements, xxx "McNeil Partnership Statements"). Xx addition: Regency North has made available to the Company copies of the audited balance sheet as of December 31, 1998 and the related audited statements of operations and cash flows for the year ended December 31, 1998 for Regency North Apartments Limited Partnership, a Subsidiary Partnership of Regency North; Hearth Hollow has made available to the Company copies of the audited balance sheet as of December 31, 1998 and the related audited statements of operations and cash flows for the year ended December 31, 1998 for Hearth Hollow Apartments Limited Partnership, a Subsidiary Partnership of Hearth Hollow; and Midwest Properties has made available to the Company copies of its audited balance sheet as of December 31, 1998 and its audited statements of operations and cash flows for the year ended December 31, 1998 and copies of the audited balance sheets as of December 31, 1998 and the related audited statements of operations and cash flows for the year ended December 31, 1998 for each of Cedarwood Hills Associates and East Bay Village Apartments Limited Partnership, each of which is a Subsidiary Partnership of Midwest Properties (all such financial statements described in this sentence, the "Subsidiary Financial Statements"). McREMI has made available to the Company copies of its unaudited balance sheet as of March 31, 1999 and its audited balance sheet as of December 31, 1998, and its related unaudited statements of operations and cash flows for the three-month period ended March 31, 1999 and its related audited statements of operations and cash flows for the year ended December 31, 1998. MII and MPLP have made available to the Company copies of their unaudited consolidated balance sheet as of March 31, 1999 and their audited consolidated balance sheet as of December 31, 1998, and their related unaudited consolidated statements of operations and cash flows for the three-month period ended March 31 1999 and their related audited consolidated statements of operations and cash flows for the year ended December 31, 1998. The financial statements of McREMI and the consolidated financial statements (including all related notes of MII and schedules) of Rubicon Project and its Subsidiaries included in MPLP made available to the Rubicon Project SEC Documents (the “Rubicon Project Financial Statements”) were prepared Company in accordance with GAAP this paragraph (exceptb), together with the McNeil Partnership Statements, xxx xeferred to in this Agreement as the "Seller Statements."
(c) The Public McNeil Partnership Statements coxxxxxx (or, in the case of unaudited statementsPublic McNeil Partnership Statements xxxxxxned in any Seller SEC Documents filed in the period subsequent to the date hereof but prior to the Closing Date, will comply) as permitted by to form in all material respects with the SECpublished rules and regulations of the SEC with respect thereto in effect at the time of such filing, and the audited Seller Statements have been prepared (or, in the case of any Seller Statements prepared for any period subsequent to the date hereof but prior to the Closing Date, will be prepared) in accordance with GAAP in effect at the time of such preparation applied on a consistent basis during the periods involved (except as may be indicated in the notes thereto). Each of the Seller Statements fairly presented (or, in the case of any Seller Statements for such Seller prepared for any period subsequent to the date hereof but prior to the Closing Date, will fairly present) and fairly present in all material respects the consolidated financial position of Rubicon Project the applicable Seller (and its consolidated Subsidiaries subsidiaries, if applicable) for which such Seller Statements were prepared as of the dates date thereof and fairly presented (or, in the case of any Seller Statements for such Seller prepared for any period subsequent to the date hereof but prior to the Closing Date, will fairly present) in all material respects the results of operations, cash flows and changes in financial position of such Seller or the consolidated results of their operations and operations, cash flows and changes in financial position of the applicable Seller or Seller Subsidiary for which such Seller Statements were prepared for the periods period then ended (subject, in the case of unaudited statements, to normal year-end audit adjustments which are not material adjustments).
(d) Except for liabilities and obligations set forth in the Seller SEC Documents filed prior to any other adjustments described thereinthe date hereof, in the Seller Statements (including the notes thereto). Since December 31, 2016, no independent public accounting firm of Telaria has resigned () made available to the Company or informed Telaria that it intends contained in Seller SEC Documents filed prior to resign) or been dismissed as independent public accountants of Telaria as a result of the date hereof or in connection with any disagreements with Telaria on a matter of accounting principles or practices, financial statement disclosure or auditing scope or procedure.
the Subsidiary Financial Statements (iii) Except (A) as reflected or reserved against in Rubicon Project’s unaudited balance sheet as of September 30, 2019 (or including the notes thereto) included in Rubicon Project’s Quarterly Report or on Form 10-Q filed with Schedule 4.5(d) of the SEC on November 6, 2019, (B) Seller Disclosure Letter and except for liabilities and obligations incurred in the ordinary course since the respective dates of business consistent with past practice since September 30the balance sheets included in the Seller Statements made available to the Company or contained in Seller SEC Documents filed prior to the date hereof, 2019 and (C) for liabilities and obligations incurred in connection with or contemplated by this Agreement, neither Rubicon Project nor any of its Subsidiaries has any there are no liabilities or obligations of the Seller (or its consolidated subsidiaries, if applicable) in respect of which such Seller Statement was prepared of any nature (whether accrued, absolute, contingent or otherwise) that would be required by GAAP to be reflected set forth on a consolidated the respective balance sheet sheets of Rubicon Project such Seller (and its Subsidiaries (consolidated subsidiaries, if applicable) included in the Seller Statements made available to the Company or contained in the Seller SEC Documents filed prior to the date hereof or in the notes thereto) thatthereto and which, individually and or in the aggregate, would reasonably be expected to have a Seller Material Adverse Effect on Rubicon Project.
(iv) Rubicon Project maintains a system of “internal control over financial reporting” (as defined in Rules 13a-15(f) and 15d-15(f) or prevent the consummation by Sellers of the Exchange Act) sufficient to provide reasonable assurance (A) that transactions are recorded as necessary to permit preparation of financial statements in conformity with GAAP, consistently applied, (B) that transactions are executed only in accordance with the authorization of management contemplated by this Agreement and (C) regarding prevention or timely detection of the unauthorized acquisition, use or disposition of Rubicon Project’s properties or assets. Since January 1, 2017, none of Rubicon Project, Rubicon Project’s independent accountants, the Board of Directors of Rubicon Project or its audit committee has received any oral or written notification of any (1) “significant deficiency” in the internal controls over financial reporting of Rubicon Project, (2) “material weakness” in the internal controls over financial reporting of Rubicon Project or (3) fraud, whether or not material, that involves management or other employees of Rubicon Project who have a significant role in the internal controls over financial reporting of Rubicon Project.
(v) The “disclosure controls and procedures” (as defined in Rules 13a-15(e) and 15d-15(e) of the Exchange Act) utilized by Rubicon Project are reasonably designed to ensure that all information (both financial and non-financial) required to be disclosed by Rubicon Project in the reports that it files or submits under the Exchange Act is recorded, processed, summarized and reported within the time periods specified in the rules and forms of the SEC and that all such information required to be disclosed is accumulated and communicated to the management of Rubicon Project, as appropriate, to allow timely decisions regarding required disclosure and to enable the chief executive officer and chief financial officer of Rubicon Project to make the certifications required under the Exchange Act with respect to such reports.
(vi) Neither Rubicon Project nor any of its Subsidiaries is a party to, or has any commitment to become a party to, any joint venture, off-balance sheet partnership or any similar contract (including any contract or arrangement relating to any transaction or relationship between or among Rubicon Project and any of its Subsidiaries, on the one hand, and any unconsolidated Affiliate, 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 under the Exchange Act)), where the purpose or intended effect of such contract is Transaction Documents to avoid disclosure of any material transaction involving, or material liabilities of, Rubicon Project or any of its Subsidiaries in Rubicon Project’s or such Subsidiary’s published financial statements or other Rubicon Project SEC Documentswhich Sellers are parties.
Appears in 1 contract
SEC Documents; Financial Statements; Undisclosed Liabilities. (ia) Rubicon Project With respect to the Business only, Seller Parent has not filed or furnished all required registration statements, prospectuses, reports, schedules, forms, statements, certifications and other any documents (including exhibits and all other information incorporated therein, regardless of when such exhibits and other information were filed) with the SEC since January 1, 2017 (2014 under Section 13(a) or 15(d) of the “Rubicon Project SEC Documents”). As Exchange Act which, as of their respective datesdates (or, the Rubicon Project SEC Documents complied in all material respects with the requirements of the Securities Act, the Exchange Act and the Xxxxxxxx-Xxxxx Act, as the case may be, and the rules and regulations of the SEC promulgated thereunder applicable if amended or superseded by a filing prior to the Rubicon Project SEC Documentsdate hereof, and none then on the date of the Rubicon Project SEC Documents when filed and at their respective effective times, if applicablesuch filing), contained any untrue statement of a material fact or omitted to state a material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading. As .
(b) Section 4.04(b) of the date of this Agreement, there are no outstanding or unresolved comments received from the SEC Seller Disclosure Letter sets forth (i) an audited balance sheet with respect to any of the Rubicon Project SEC DocumentsBusiness at December 31, and, to the Knowledge of Rubicon Project, none of the Rubicon Project SEC Documents is the subject of any outstanding SEC comment or investigation. No Subsidiary of Rubicon Project is, or has since January 1, 2017 been, required to file reports 2015 (together with the SEC pursuant to notes thereto, the requirements “Balance Sheet”) and the related audited statements of operations and cash flows for the Exchange Act.
year ended December 31, 2015 (together with the notes thereto and the Balance Sheet, the “2015 Business Financial Statements”) and (ii) The consolidated financial statements audited balance sheets with respect to the Business at December 31, 2014 and December 31, 2013 (including all related together with the notes and schedules) of Rubicon Project and its Subsidiaries included in the Rubicon Project SEC Documents (thereto, the “Rubicon Project 2014 and 2013 Balance Sheets”) and the related audited statements of operations, business unit equity and cash flows for the years ended December 31, 2014 and December 31, 2013 (together with the notes thereto, the 2014 and 2013 Balance Sheets, and the 2015 Business Financial Statements, the “Business Financial Statements”). The Business Financial Statements (A) were prepared in accordance with GAAP the books of account and other financial records of Seller and its subsidiaries, (exceptB) present fairly in all material respects the financial position of the Business and the results of its operations and changes in cash flows as of the dates thereof and for the periods covered thereby and, (C) were prepared in accordance with GAAP, in the case of unaudited statements, as permitted by the SEC) applied on a manner and using accounting principles consistent basis during the periods involved with Seller’s historical financial statements (except as may be indicated in the notes thereto) and fairly present in all material respects the consolidated financial position of Rubicon Project and its consolidated Subsidiaries as of the dates thereof and the consolidated results of their operations and cash flows for the periods then ended (subject, in the case of unaudited statements, to normal year-end audit adjustments which are not material and to any other adjustments described therein, including the notes thereto). Since December 31, 2016, no independent public accounting firm of Telaria has resigned (or informed Telaria that it intends to resign) or been dismissed as independent public accountants of Telaria as a result of or in connection with any disagreements with Telaria on a matter of accounting principles or practices, financial statement disclosure or auditing scope or procedure.
(iiic) Except (A) as reflected or reserved against in Rubicon Project’s unaudited balance sheet as on the Balance Sheet, the Assumed Liabilities do not include any Liabilities of September 30, 2019 any nature other than Liabilities that (or the notes theretoi) included in Rubicon Project’s Quarterly Report on Form 10-Q filed with the SEC on November 6, 2019, (B) for liabilities and obligations were incurred in the ordinary course of business in a manner consistent with past practice since September 30, 2019 and not in violation of this Agreement or (Cii) for liabilities have not had and obligations incurred in connection with or contemplated by this Agreement, neither Rubicon Project nor any of its Subsidiaries has any liabilities or obligations of any nature (whether accrued, absolute, contingent or otherwise) that would be required by GAAP to be reflected on a consolidated balance sheet of Rubicon Project and its Subsidiaries (or in the notes thereto) that, individually and in the aggregate, would not reasonably be expected to have a Business Material Adverse Effect on Rubicon ProjectEffect.
(ivd) Rubicon Project maintains The Business has established and maintained a system of “internal control over financial reporting” (as defined in Rules 13a-15(f) and 15d-15(f) of the Exchange Act) accounting controls sufficient to provide reasonable assurance assurances that, in all material respects, (Ai) that transactions are executed in accordance with management’s general or specific authorization, transactions are recorded as necessary (A) to permit the preparation of financial statements in conformity with GAAP, consistently applied, GAAP and (B) that transactions are executed only to maintain accountability for items, (ii) access to assets is permitted in accordance with the management’s general or specific authorization of management and (Ciii) regarding prevention or timely detection of the unauthorized acquisition, use or disposition of Rubicon Project’s properties or assets. Since January 1, 2017, none of Rubicon Project, Rubicon Project’s independent accountants, the Board of Directors of Rubicon Project or its audit committee has received any oral or written notification of any (1) “significant deficiency” in the internal controls over financial reporting of Rubicon Project, (2) “material weakness” in the internal controls over financial reporting of Rubicon Project or (3) fraud, whether or not material, that involves management or other employees of Rubicon Project who have a significant role in the internal controls over financial reporting of Rubicon Project.
(v) The “disclosure controls recorded accountability for items is compared with actual levels at reasonable intervals and procedures” (as defined in Rules 13a-15(e) and 15d-15(e) of the Exchange Act) utilized by Rubicon Project are reasonably designed to ensure that all information (both financial and non-financial) required to be disclosed by Rubicon Project in the reports that it files or submits under the Exchange Act appropriate action is recorded, processed, summarized and reported within the time periods specified in the rules and forms of the SEC and that all such information required to be disclosed is accumulated and communicated to the management of Rubicon Project, as appropriate, to allow timely decisions regarding required disclosure and to enable the chief executive officer and chief financial officer of Rubicon Project to make the certifications required under the Exchange Act taken with respect to such reportsany differences.
(vi) Neither Rubicon Project nor any of its Subsidiaries is a party to, or has any commitment to become a party to, any joint venture, off-balance sheet partnership or any similar contract (including any contract or arrangement relating to any transaction or relationship between or among Rubicon Project and any of its Subsidiaries, on the one hand, and any unconsolidated Affiliate, 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 under the Exchange Act)), where the purpose or intended effect of such contract is to avoid disclosure of any material transaction involving, or material liabilities of, Rubicon Project or any of its Subsidiaries in Rubicon Project’s or such Subsidiary’s published financial statements or other Rubicon Project SEC Documents.
Appears in 1 contract
Samples: Purchase Agreement (Weyerhaeuser Co)
SEC Documents; Financial Statements; Undisclosed Liabilities. (ia) Rubicon Project Seller (and any entity to which it is a successor issuer for purposes of Rule 12g-3 under the Exchange Act, each such entity being a "Predecessor Entity") has filed or furnished all required registration statements, prospectuses, reports, schedules, forms, statements, certifications statements and other documents with the Securities and Exchange Commission (the "SEC") since June 30, 1993 (the "SEC Documents"). Seller has delivered to Buyer (i) Seller's annual reports on Form 10-K for its fiscal years ended December 31, 1995, 1994 and 1993, (ii) its quarterly reports on Form 10-Q for its fiscal quarters ended March 31, 1996 and June 30, 1996, and (iii) all of the other SEC Documents filed since December 31, 1995. The audited consolidated balance sheets of Seller and its subsidiaries (including exhibits the notes thereto) set forth in the most recent SEC Document of Seller filed prior to the date hereof on Form 10-K, as updated or modified by the consolidated balance sheet and all other information incorporated thereinthe notes thereto set forth in the June 30, regardless of when such exhibits and other information were filed) with 1996 Form 10-Q filed subsequently thereto, shall be hereinafter referred to as the SEC since January 1, 2017 (the “Rubicon Project SEC Documents”)"Actual Balance Sheet". As of their respective dates, the Rubicon Project SEC Documents complied in all material respects with the requirements of the Securities Act of 1933 (the "Securities Act"), or the Exchange Act and the Xxxxxxxx-Xxxxx Act, as the case may be, and the rules and regulations of the SEC promulgated thereunder applicable to the Rubicon Project such SEC Documents, and none of the Rubicon Project SEC Documents when filed and at their respective effective times, if applicable, contained any untrue statement of a material fact or omitted to state a material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading. As The financial statements of Seller and each Predecessor Entity included in the date SEC Documents comply as to form in all material respects with applicable accounting requirements and the published rules and regulations of this Agreement, there are no outstanding or unresolved comments received from the SEC with respect to any of the Rubicon Project SEC Documentsthereto, and, to the Knowledge of Rubicon Project, none of the Rubicon Project SEC Documents is the subject of any outstanding SEC comment or investigation. No Subsidiary of Rubicon Project is, or has since January 1, 2017 been, required to file reports with the SEC pursuant to the requirements of the Exchange Act.
(ii) The consolidated financial statements (including all related notes and schedules) of Rubicon Project and its Subsidiaries included in the Rubicon Project SEC Documents (the “Rubicon Project Financial Statements”) were prepared in accordance with GAAP (except, in the case of unaudited statements, as permitted by the SEC) generally accepted accounting principles applied on a consistent basis during the periods involved (except as may be indicated in the notes thereto) and fairly present in all material respects the consolidated financial position of Rubicon Project Seller and its consolidated Subsidiaries subsidiaries and of each Predecessor Entity and its subsidiaries, as the case may be, as of the dates thereof and the consolidated results of their operations and statements of cash flows of Seller and its subsidiaries and of each Predecessor Entity and its subsidiaries, as the case may be, for the periods then ended (subject, in the case of any unaudited statements, to the absence of footnotes and to normal year-end audit adjustments which are not material and to any other adjustments described therein, including the notes theretoadjustments). Since December 31, 2016, no independent public accounting firm of Telaria has resigned (or informed Telaria that it intends to resign) or been dismissed as independent public accountants of Telaria as a result of or in connection with any disagreements with Telaria on a matter of accounting principles or practices, financial statement disclosure or auditing scope or procedure.
(iiib) Except There are no material liabilities or obligations relating to the Purchased Assets or the Business of any nature (Awhether accrued, absolute, contingent or unasserted), except (1) as disclosed, reflected or fully reserved against in Rubicon Project’s unaudited balance sheet as of September 30, 2019 (or the notes thereto) included in Rubicon Project’s Quarterly Report on Form 10-Q filed with the SEC on November 6, 2019Actual Balance Sheet, (B2) for items set forth in Schedule 3.05 and (3) for other liabilities and obligations incurred in the ordinary course of business consistent with past practice since September 30, 2019 and (C) for liabilities and obligations incurred in connection with or contemplated by this Agreement, neither Rubicon Project nor any of its Subsidiaries has any liabilities or obligations of any nature (whether accrued, absolute, contingent or otherwise) that would be required by GAAP to be reflected on a consolidated balance sheet of Rubicon Project and its Subsidiaries (or in the notes thereto) thatBalance Sheet Date which, individually and or in the aggregate, would reasonably be expected to have a Material Adverse Effect on Rubicon Project.
(iv) Rubicon Project maintains a system of “internal control over financial reporting” (as defined in Rules 13a-15(f) and 15d-15(f) of the Exchange Act) sufficient to provide reasonable assurance (A) that transactions are recorded as necessary to permit preparation of financial statements in conformity with GAAP, consistently applied, (B) that transactions are executed only in accordance with the authorization of management and (C) regarding prevention or timely detection of the unauthorized acquisition, use or disposition of Rubicon Project’s properties or assets. Since January 1, 2017, none of Rubicon Project, Rubicon Project’s independent accountants, the Board of Directors of Rubicon Project or its audit committee has received any oral or written notification of any (1) “significant deficiency” in the internal controls over financial reporting of Rubicon Project, (2) “not material weakness” in the internal controls over financial reporting of Rubicon Project or (3) fraud, whether or not material, that involves management or other employees of Rubicon Project who have a significant role in the internal controls over financial reporting of Rubicon Project.
(v) The “disclosure controls and procedures” (as defined in Rules 13a-15(e) and 15d-15(e) of the Exchange Act) utilized by Rubicon Project are reasonably designed to ensure that all information (both financial and non-financial) required to be disclosed by Rubicon Project in the reports that it files or submits under the Exchange Act is recorded, processed, summarized and reported within the time periods specified in the rules and forms of the SEC and that all such information required to be disclosed is accumulated and communicated to the management of Rubicon Project, Purchased Assets and the Business taken as appropriate, to allow timely decisions regarding required disclosure and to enable the chief executive officer and chief financial officer of Rubicon Project to make the certifications required under the Exchange Act with respect to such reportsa whole.
(vi) Neither Rubicon Project nor any of its Subsidiaries is a party to, or has any commitment to become a party to, any joint venture, off-balance sheet partnership or any similar contract (including any contract or arrangement relating to any transaction or relationship between or among Rubicon Project and any of its Subsidiaries, on the one hand, and any unconsolidated Affiliate, 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 under the Exchange Act)), where the purpose or intended effect of such contract is to avoid disclosure of any material transaction involving, or material liabilities of, Rubicon Project or any of its Subsidiaries in Rubicon Project’s or such Subsidiary’s published financial statements or other Rubicon Project SEC Documents.
Appears in 1 contract
Samples: Asset Purchase Agreement (Anchor Glass Container Corp)
SEC Documents; Financial Statements; Undisclosed Liabilities. (ia) Rubicon Project has Steel and its Subsidiaries have filed or furnished all required registration statements, prospectuses, reports, schedules, forms, statements, certifications and other documents (including exhibits and all other information incorporated therein, regardless of when such exhibits and other information were filed) required to be filed by it with the SEC since January 1December 31, 2017 2021 (the “Rubicon Project Steel SEC Documents”). As of their respective dates, the Rubicon Project Steel SEC Documents complied (or, if amended or superseded by a subsequent filing prior to the date of this Agreement, on the date of such amended or superseding filing), in all material respects with the requirements of the Securities Act of 1933, as amended (the “Securities Act”), the Exchange Act and the Xxxxxxxx-Xxxxx Act of 2002, as amended (the “Xxxxxxxx-Xxxxx Act”), as the case may be, and the rules and regulations of the SEC promulgated thereunder applicable to the Rubicon Project Steel SEC Documents, and none of the Rubicon Project Steel SEC Documents when filed and at their respective effective times, if applicable, contained any untrue statement of a material fact or omitted to state a material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading; provided, however, in each case, that no representation is made as to the accuracy of any financial projections or forward-looking statements included or incorporated by reference in any Steel SEC Documents. As of the date of this Agreement, there are no outstanding or unresolved comments received from the SEC with respect to any of the Rubicon Project Steel SEC Documents, and, to the Knowledge of Rubicon ProjectSteel, none of the Rubicon Project Steel SEC Documents is the subject of any outstanding SEC comment or outstanding SEC investigation. No Subsidiary of Rubicon Project is, or has since January 1, 2017 been, required to file reports with the SEC pursuant to the requirements of the Exchange Act.
(iib) The consolidated financial statements (including all related notes and schedules) of Rubicon Project Steel and its Subsidiaries included in the Rubicon Project Steel SEC Documents (the “Rubicon Project Steel Financial Statements”) were prepared in all material respects in accordance with GAAP generally accepted accounting principles (“GAAP”) (except, in the case of unaudited statements, as permitted by the SEC) applied on a consistent basis during the periods involved (except as may be indicated in the notes thereto) and fairly present in all material respects the consolidated financial position of Rubicon Project Steel and its consolidated Subsidiaries as of the dates thereof and the consolidated results of their operations and cash flows for the periods then ended (subject, in the case of unaudited statements, to normal year-end audit adjustments which are not material and to any other adjustments described therein, including the notes thereto). Since December 31, 2016, no independent public accounting firm of Telaria has resigned (or informed Telaria that it intends to resign) or been dismissed as independent public accountants of Telaria as a result of or in connection with any disagreements with Telaria on a matter of accounting principles or practices, financial statement disclosure or auditing scope or procedure.
(iiic) Except (A) as reflected or reserved against in Rubicon ProjectSteel’s unaudited balance sheet as of September 30July 2, 2019 2023 (or the notes thereto) as included in Rubicon Project’s Quarterly Report on Form 10-Q filed with the Steel Filed SEC on November 6, 2019Documents, (B) for liabilities and obligations incurred in the ordinary course of business consistent with past practice since September 30July 2, 2019 2023 and (C) for liabilities and obligations incurred in connection with or contemplated by this Agreement, neither Rubicon Project Steel nor any of its Subsidiaries has any liabilities or obligations of any nature (whether accrued, absolute, contingent or otherwise) that would be required by GAAP to be reflected on a consolidated balance sheet of Rubicon Project Steel and its Subsidiaries (or in the notes thereto) that, individually and or in the aggregate, would reasonably be expected to have a Material Adverse Effect on Rubicon ProjectSteel.
(ivd) Rubicon Project Steel maintains a system of “internal control over financial reporting” (as defined in Rules 13a-15(f) and 15d-15(f) of the Exchange Act) sufficient to provide reasonable assurance (Ai) that transactions are recorded as necessary to permit preparation of financial statements in conformity with GAAP, consistently applied, (Bii) that transactions are executed only in accordance with the authorization of management and (C) regarding prevention or timely detection of the unauthorized acquisition, use or disposition of Rubicon ProjectSteel’s properties or assets. Since January 1, 20172023, none of Rubicon ProjectSteel, Rubicon ProjectSteel’s independent accountants, the Steel Board of Directors of Rubicon Project or its audit committee has received any oral or written notification of any (1i) “significant deficiency” in the internal controls over financial reporting of Rubicon ProjectSteel, (2ii) “material weakness” in the internal controls over financial reporting of Rubicon Project Steel or (3iii) fraud, whether or not material, that involves management or other employees of Rubicon Project Steel who have a significant role in the internal controls over financial reporting of Rubicon ProjectSteel.
(ve) The “disclosure controls and procedures” (as defined in Rules 13a-15(e) and 15d-15(e) of the Exchange Act) utilized by Rubicon Project Steel are reasonably designed to ensure that all material information (both financial and non-financial) required to be disclosed by Rubicon Project Steel in the reports that it files or submits under the Exchange Act is recorded, processed, summarized and reported within the time periods specified in the rules and forms of the SEC and that all such information required to be disclosed is accumulated and communicated to the management of Rubicon ProjectSteel, as appropriate, to allow timely decisions regarding required disclosure and to enable the chief executive officer and chief financial officer of Rubicon Project Steel to make the certifications required under the Exchange Act with respect to such reports.
(vif) Neither Rubicon Project Steel nor any of its Subsidiaries is a party to, or has any commitment to become a party to, any joint venture, off-balance sheet partnership or any similar contract (including any contract or arrangement relating to any transaction or relationship between or among Rubicon Project Steel and any of its Subsidiaries, on the one hand, and any unconsolidated Affiliate, 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 under the Exchange Act)), where the result, purpose or intended effect of such contract is to avoid disclosure of any material transaction involving, or material liabilities of, Rubicon Project Steel or any of its Subsidiaries in Rubicon ProjectSteel’s or such Subsidiary’s published financial statements or other Rubicon Project Steel SEC Documents.
Appears in 1 contract
Samples: Merger Agreement (Cedar Fair L P)
SEC Documents; Financial Statements; Undisclosed Liabilities. (ia) Rubicon Project FHC Wisconsin has filed or furnished all required registration statements, prospectuses, reports, schedules, forms, statements, certifications and other documents (including exhibits and all other information incorporated therein, regardless of when such exhibits and other information were filed) with the SEC since January 1, 2017 2014 (the “Rubicon Project FHC Wisconsin SEC Documents”). As of their respective dates, the Rubicon Project FHC Wisconsin SEC Documents complied in all material respects with the requirements of the Securities Act of 1933, as amended (the “Securities Act”), the Exchange Act and the Xxxxxxxx-Xxxxx Act of 2002, as amended (the “Xxxxxxxx-Xxxxx Act”), as the case may be, and the rules and regulations of the SEC promulgated thereunder applicable to the Rubicon Project FHC Wisconsin SEC Documents, and none of the Rubicon Project FHC Wisconsin SEC Documents when filed and at their respective effective times, if applicable, contained any untrue statement of a material fact or omitted to state a material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading. As of the date of this Agreement, there are no outstanding or unresolved comments received from the SEC with respect to any of the Rubicon Project FHC Wisconsin SEC Documents, Documents and, to the Knowledge of Rubicon ProjectFHC Wisconsin, none of the Rubicon Project FHC Wisconsin SEC Documents is the subject of any outstanding SEC comment or investigation. No Subsidiary of Rubicon Project is, or has since January 1, 2017 been, required to file reports with the SEC pursuant to the requirements of the Exchange Actinvestigations.
(iib) The consolidated financial statements (including all related notes and schedules) of Rubicon Project FHC Wisconsin and its Subsidiaries included in the Rubicon Project FHC Wisconsin SEC Documents (the “Rubicon Project FHC Wisconsin Financial Statements”) were prepared in accordance with GAAP (except, in the case of unaudited statements, as permitted by the SEC) applied on a consistent basis during the periods involved (except as may be indicated in the notes thereto) and fairly present in all material respects the consolidated financial position of Rubicon Project FHC Wisconsin and its consolidated Subsidiaries as of the dates thereof and the consolidated results of their operations and cash flows for the periods then ended (subject, in the case of unaudited statements, to normal year-end audit adjustments which are not material and to any other adjustments described therein, including the notes thereto). Since December 31RSM US LLP, 2016which expressed its opinion with respect to the audited FHC Wisconsin Financial Statements included in the FHC Wisconsin SEC Documents, no independent public accounting firm (i) is duly registered with the PCAOB, and (ii) was throughout the periods covered by the audited FHC Wisconsin Financial Statements “independent” with respect to FHC Wisconsin within the meaning of Telaria has resigned (or informed Telaria that it intends to resign) or been dismissed as independent public accountants the applicable rules and regulations of Telaria as a result of or in connection with any disagreements with Telaria on a matter of accounting principles or practices, financial statement disclosure or auditing scope or procedurethe SEC and the PCAOB.
(iiic) Except (Ai) as reflected or reserved against in Rubicon ProjectFHC Wisconsin’s unaudited balance sheet as of September 30December 31, 2019 2015 (or the notes thereto) as included in Rubicon Project’s Quarterly Report on Form 10-Q filed with the FHC Wisconsin Filed SEC on November 6, 2019Documents, (Bii) for liabilities and obligations incurred in the ordinary course of business consistent with past practice since September 30December 31, 2019 2015 and (Ciii) for liabilities and obligations incurred in connection with or contemplated by this AgreementAgreement or the Transaction Documents, neither Rubicon Project FHC Wisconsin nor any of its Subsidiaries has any liabilities or obligations of any nature (whether accrued, absolute, contingent or otherwise) that would be required by GAAP to be reflected on a consolidated balance sheet of Rubicon Project FHC Wisconsin and its Subsidiaries (or in the notes thereto) that, individually and in the aggregate, would reasonably be expected to have a Material Adverse Effect on Rubicon Project).
(ivd) Rubicon Project Each of the principal executive officer of FHC Wisconsin and the principal financial officer of FHC Wisconsin (and each former principal executive officer of FHC Wisconsin and each former principal financial officer of FHC Wisconsin, as applicable) has made all certifications required by Rule 13a-14 or 15d-14 under the Exchange Act with respect to the FHC Wisconsin SEC Documents, and since January 1, 2014, neither FHC Wisconsin nor any of its executive officers has received written notice from any Governmental Entity challenging or questioning the accuracy, completeness, form or manner of filing such certifications. For purposes of this Section 5.5(d), “principal executive officer” and “principal financial officer” have the meanings given to such terms in the Xxxxxxxx-Xxxxx Act. Neither FHC Wisconsin nor any of its Subsidiaries has outstanding, or has arranged any outstanding, “extensions of credit” to directors or executive officers of FHC Wisconsin within the meaning of Section 402 of the Xxxxxxxx-Xxxxx Act.
(e) FHC Wisconsin has established and maintains a system of “disclosure controls and procedures” and “internal control over financial reporting” (as such terms are defined in Rules 13a-15(fparagraphs (e) and 15d-15(f) (f), respectively, of Rule 13a-15 under the Exchange Act) sufficient to provide reasonable assurance (A) that transactions are recorded as necessary to permit preparation of financial statements in conformity with GAAP, consistently applied, (B) that transactions are executed only in accordance with required by Rule 13a-15 under the authorization of management and (C) regarding prevention or timely detection of the unauthorized acquisition, use or disposition of Rubicon ProjectExchange Act. FHC Wisconsin’s properties or assets. Since January 1, 2017, none of Rubicon Project, Rubicon Project’s independent accountants, the Board of Directors of Rubicon Project or its audit committee has received any oral or written notification of any (1) “significant deficiency” in the internal controls over financial reporting of Rubicon Project, (2) “material weakness” in the internal controls over financial reporting of Rubicon Project or (3) fraud, whether or not material, that involves management or other employees of Rubicon Project who have a significant role in the internal controls over financial reporting of Rubicon Project.
(v) The “disclosure controls and procedures” (as defined in Rules 13a-15(e) and 15d-15(e) of the Exchange Act) utilized by Rubicon Project procedures are reasonably designed to ensure that all material information (both financial and non-financial) required to be disclosed by Rubicon Project FHC Wisconsin in the reports that it files or submits under the Exchange Act is recorded, processed, summarized and reported within the time periods specified in the rules and forms of the SEC SEC, and that all such material information required to be disclosed is accumulated and communicated to the FHC Wisconsin’s management of Rubicon Project, as appropriate, appropriate to allow timely decisions regarding required disclosure and to enable the chief executive officer and chief financial officer of Rubicon Project to make the certifications required under pursuant to Sections 302 and 906 of the Exchange Act with respect to such reportsXxxxxxxx-Xxxxx Act.
(vif) Neither Rubicon Project nor The internal control over financial reporting of FHC Wisconsin provides reasonable assurance regarding the reliability of the financial reporting of FHC Wisconsin and its Subsidiaries and the preparation of the financial statements of FHC Wisconsin and its Subsidiaries for external purposes in accordance with GAAP.
(g) FHC Wisconsin has disclosed, based on its most recent evaluation of FHC Wisconsin’s internal control over financial reporting prior to the date hereof, to FHC Wisconsin’s auditors and the audit committee of the Board of Directors of FHC Wisconsin (i) any significant deficiencies and material weaknesses in the design or operation of FHC Wisconsin’s internal control over financial reporting that are reasonably likely to adversely affect FHC Wisconsin’s ability to record, process, summarize and report financial information and (ii) any fraud, whether or not material, that involves management or other employees who have a significant role in the internal control over financial reporting of FHC Wisconsin. FHC Wisconsin has made available to APP any such disclosures made by management to FHC Wisconsin’s auditors and audit committee of its Subsidiaries Board of Directors.
(h) FHC Wisconsin is a party toin compliance, or has any commitment to become a party toin all material respects, any joint venturewith the Xxxxxxxx-Xxxxx Act and the rules and regulations of the SEC thereunder.
(i) FHC Wisconsin is in compliance, off-balance sheet partnership or any similar contract (including any contract or arrangement relating to any transaction or relationship between or among Rubicon Project and any in all material respects, with the applicable criteria for continued listing of its Subsidiaries, FHC Wisconsin Common Stock on the one hand, and any unconsolidated AffiliateNASDAQ, 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 under the Exchange Act)), where the purpose or intended effect of such contract is to avoid disclosure of any material transaction involving, or material liabilities of, Rubicon Project or any of its Subsidiaries in Rubicon Project’s or such Subsidiary’s published financial statements or other Rubicon Project SEC Documentsall applicable corporate governance rules and regulations thereunder.
Appears in 1 contract
SEC Documents; Financial Statements; Undisclosed Liabilities. (i) Rubicon Project Mack- ------------------------------------------------------------ Cali has filed or furnished all required registration statements, prospectuses, reports, schedules, forms, statements, certifications statements and other documents (including exhibits and all other information incorporated therein, regardless of when such exhibits and other information were filed) with the SEC since January 1, 2017 1998, through the date hereof (the “Rubicon Project "Mack-Cali SEC Documents”"). As Schedule 3.6(a) to the Mack-Cali Disclosure Letter contains a complete list of all Mack-Cali SEC Documents filed by Mack-Cali with the SEC since January 1, 1998, and on or prior to the date of this Agreement. All of the Mack-Cali SEC Documents (other than preliminary material or material subsequently amended), as of their respective filing dates, the Rubicon Project SEC Documents complied in all material respects with the all applicable requirements of the Securities Act, Act and the Exchange Act and the Xxxxxxxx-Xxxxx Actand, as the case may bein each case, and the rules and regulations of the SEC promulgated thereunder applicable to the Rubicon Project such Mack- Cali SEC Documents, and none . None of the Rubicon Project Mack-Cali SEC Documents when filed and at their respective effective times, if applicable, the time of filing contained any untrue statement of a material fact or omitted to state a any 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. As of , except to the extent such statements have been amended, modified or superseded by later Mack-Cali SEC Documents filed and publicly available prior to the date of this Agreement, there are no outstanding or unresolved comments received from . The consolidated financial statements of Mack-Cali and the Mack-Cali Subsidiaries (including Mack-Cali Partnership) included in the Mack-Cali SEC Documents complied as to form in all material respects with applicable accounting requirements and the published rules and regulations of the SEC with respect to any of the Rubicon Project SEC Documentsthereto, and, to the Knowledge of Rubicon Project, none of the Rubicon Project SEC Documents is the subject of any outstanding SEC comment or investigation. No Subsidiary of Rubicon Project is, or has since January 1, 2017 been, required to file reports with the SEC pursuant to the requirements of the Exchange Act.
(ii) The consolidated financial statements (including all related notes and schedules) of Rubicon Project and its Subsidiaries included in the Rubicon Project SEC Documents (the “Rubicon Project Financial Statements”) were have been prepared in accordance with GAAP (except, in the case of unaudited statements, as permitted by the applicable rules and regulations of the SEC) applied on a consistent basis during the periods involved (except as may be indicated in the notes thereto) and fairly present presented in all material respects respects, in accordance with the applicable requirements of GAAP and the applicable rules and regulations of the SEC, the consolidated financial position of Rubicon Project Mack-Cali and its consolidated the Mack-Cali Subsidiaries (including Mack-Cali Partnership) taken as a whole, as of the dates thereof and the consolidated results of their operations and cash flows for the periods then ended (subject, in the case of unaudited statements, to normal year-end audit adjustments adjustments). Except as set forth in Schedule 3.6(b) to the Mack-Cali Disclosure Letter, Mack-Cali has no Subsidiaries which are not material and to any other adjustments described therein, including the notes thereto)consolidated for accounting purposes. Since December 31, 2016, no independent public accounting firm of Telaria has resigned (or informed Telaria that it intends to resign) or been dismissed as independent public accountants of Telaria as a result of or in connection with any disagreements with Telaria on a matter of accounting principles or practices, financial statement disclosure or auditing scope or procedure.
(iii) Except (A) as reflected or reserved against in Rubicon Project’s unaudited balance sheet as of September 30, 2019 (or the notes thereto) included in Rubicon Project’s Quarterly Report on Form 10-Q filed with the SEC on November 6, 2019, (B) for liabilities and obligations incurred set forth in the ordinary course Mack-Cali SEC Documents or in Schedule 3.6(c) to the Mack-Cali Disclosure Letter, none of business consistent with past practice since September 30Mack-Cali, 2019 and (C) for liabilities and obligations incurred in connection with any Mack-Cali Subsidiary or contemplated by this Agreement, neither Rubicon Project nor any of its Subsidiaries the Mack-Cali Non-controlled Subsidiary has any liabilities or obligations of any nature (whether accrued, absolute, contingent or otherwise) that would be required by GAAP to be reflected set forth on a consolidated balance sheet of Rubicon Project and its Subsidiaries (Mack-Cali or in the notes thereto) thatthereto and which, individually and or in the aggregate, would reasonably be expected to have a Mack-Cali Material Adverse Effect on Rubicon ProjectEffect.
(iv) Rubicon Project maintains a system of “internal control over financial reporting” (as defined in Rules 13a-15(f) and 15d-15(f) of the Exchange Act) sufficient to provide reasonable assurance (A) that transactions are recorded as necessary to permit preparation of financial statements in conformity with GAAP, consistently applied, (B) that transactions are executed only in accordance with the authorization of management and (C) regarding prevention or timely detection of the unauthorized acquisition, use or disposition of Rubicon Project’s properties or assets. Since January 1, 2017, none of Rubicon Project, Rubicon Project’s independent accountants, the Board of Directors of Rubicon Project or its audit committee has received any oral or written notification of any (1) “significant deficiency” in the internal controls over financial reporting of Rubicon Project, (2) “material weakness” in the internal controls over financial reporting of Rubicon Project or (3) fraud, whether or not material, that involves management or other employees of Rubicon Project who have a significant role in the internal controls over financial reporting of Rubicon Project.
(v) The “disclosure controls and procedures” (as defined in Rules 13a-15(e) and 15d-15(e) of the Exchange Act) utilized by Rubicon Project are reasonably designed to ensure that all information (both financial and non-financial) required to be disclosed by Rubicon Project in the reports that it files or submits under the Exchange Act is recorded, processed, summarized and reported within the time periods specified in the rules and forms of the SEC and that all such information required to be disclosed is accumulated and communicated to the management of Rubicon Project, as appropriate, to allow timely decisions regarding required disclosure and to enable the chief executive officer and chief financial officer of Rubicon Project to make the certifications required under the Exchange Act with respect to such reports.
(vi) Neither Rubicon Project nor any of its Subsidiaries is a party to, or has any commitment to become a party to, any joint venture, off-balance sheet partnership or any similar contract (including any contract or arrangement relating to any transaction or relationship between or among Rubicon Project and any of its Subsidiaries, on the one hand, and any unconsolidated Affiliate, 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 under the Exchange Act)), where the purpose or intended effect of such contract is to avoid disclosure of any material transaction involving, or material liabilities of, Rubicon Project or any of its Subsidiaries in Rubicon Project’s or such Subsidiary’s published financial statements or other Rubicon Project SEC Documents.
Appears in 1 contract
Samples: Agreement and Plan of Merger (Prentiss Properties Trust/Md)
SEC Documents; Financial Statements; Undisclosed Liabilities. (ia) Rubicon Project Seller (and any entity to which it is a successor issuer for purposes of Rule 12g-3 under the Exchange Act, each such entity being a "Predecessor Entity") has filed or furnished all required registration statements, prospectuses, reports, schedules, forms, statements, certifications statements and other documents with the Securities and Exchange Commission (the "SEC") since June 30, 1993 (the "SEC Documents"). Seller has delivered to Buyers (i) Seller's annual reports on Form 10-K for its fiscal years ended December 31, 1995, 1994 and 1993, (ii) its quarterly reports on Form 10-Q for its fiscal quarters ended March 31, 1996 and June 30, 1996, and (iii) all of the other SEC Documents filed since December 31, 1995. The audited consolidated balance sheets of Seller and its subsidiaries (including exhibits the notes thereto) set forth in the most recent SEC Document of Seller filed prior to the date hereof on Form 10-K, as updated or modified by the consolidated balance sheet and all other information incorporated thereinthe notes thereto set forth in the June 30, regardless of when such exhibits and other information were filed) with 1996 Form 10-Q filed subsequently thereto, shall be hereinafter referred to as the SEC since January 1, 2017 (the “Rubicon Project SEC Documents”). "Actual Balance Sheet." As of their respective dates, the Rubicon Project SEC Documents complied in all material respects with the requirements of the Securities Act of 1933, as amended (the "Securities Act"), or the Exchange Act and the Xxxxxxxx-Xxxxx Act, as the case may be, and the rules and regulations of the SEC promulgated thereunder applicable to the Rubicon Project such SEC Documents, and none of the Rubicon Project SEC Documents when filed and at their respective effective times, if applicable, contained any untrue statement of a material fact or omitted to state a material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading. As The financial statements of Seller and each Predecessor Entity included in the date SEC Documents comply as to form in all material respects with applicable accounting requirements and the published rules and regulations of this Agreement, there are no outstanding or unresolved comments received from the SEC with respect to any of the Rubicon Project SEC Documentsthereto, and, to the Knowledge of Rubicon Project, none of the Rubicon Project SEC Documents is the subject of any outstanding SEC comment or investigation. No Subsidiary of Rubicon Project is, or has since January 1, 2017 been, required to file reports with the SEC pursuant to the requirements of the Exchange Act.
(ii) The consolidated financial statements (including all related notes and schedules) of Rubicon Project and its Subsidiaries included in the Rubicon Project SEC Documents (the “Rubicon Project Financial Statements”) were prepared in accordance with GAAP (except, in the case of unaudited statements, as permitted by the SEC) generally accepted accounting principles applied on a consistent basis during the periods involved (except as may be indicated in the notes thereto) and fairly present in all material respects the consolidated financial position of Rubicon Project Seller and its consolidated Subsidiaries subsidiaries and of each Predecessor Entity and its subsidiaries, as the case may be, as of the dates thereof and the consolidated results of their operations and statements of cash flows of Seller and its subsidiaries and of each Predecessor Entity and its subsidiaries, as the case may be, for the periods then ended (subject, in the case of any unaudited statements, to the absence of footnotes and to normal year-end audit adjustments which are not material and to any other adjustments described therein, including the notes theretoadjustments). Since December 31, 2016, no independent public accounting firm of Telaria has resigned (or informed Telaria that it intends to resign) or been dismissed as independent public accountants of Telaria as a result of or in connection with any disagreements with Telaria on a matter of accounting principles or practices, financial statement disclosure or auditing scope or procedure.
(iiib) Except There are no material liabilities or obligations relating to the Purchased Assets or the Business of any nature (Awhether accrued, absolute, contingent or unasserted), except (1) as disclosed, reflected or fully reserved against in Rubicon Project’s unaudited balance sheet as of September 30, 2019 (or the notes thereto) included in Rubicon Project’s Quarterly Report on Form 10-Q filed with the SEC on November 6, 2019Actual Balance Sheet, (B2) for items set forth in Schedule 3.05 and (3) for other liabilities and obligations incurred in the ordinary course of business consistent with past practice since September 30, 2019 and (C) for liabilities and obligations incurred in connection with or contemplated by this Agreement, neither Rubicon Project nor any of its Subsidiaries has any liabilities or obligations of any nature (whether accrued, absolute, contingent or otherwise) that would be required by GAAP to be reflected on a consolidated balance sheet of Rubicon Project and its Subsidiaries (or in the notes thereto) thatBalance Sheet Date which, individually and or in the aggregate, would reasonably be expected to have a Material Adverse Effect on Rubicon Project.
(iv) Rubicon Project maintains a system of “internal control over financial reporting” (as defined in Rules 13a-15(f) and 15d-15(f) of the Exchange Act) sufficient to provide reasonable assurance (A) that transactions are recorded as necessary to permit preparation of financial statements in conformity with GAAP, consistently applied, (B) that transactions are executed only in accordance with the authorization of management and (C) regarding prevention or timely detection of the unauthorized acquisition, use or disposition of Rubicon Project’s properties or assets. Since January 1, 2017, none of Rubicon Project, Rubicon Project’s independent accountants, the Board of Directors of Rubicon Project or its audit committee has received any oral or written notification of any (1) “significant deficiency” in the internal controls over financial reporting of Rubicon Project, (2) “not material weakness” in the internal controls over financial reporting of Rubicon Project or (3) fraud, whether or not material, that involves management or other employees of Rubicon Project who have a significant role in the internal controls over financial reporting of Rubicon Project.
(v) The “disclosure controls and procedures” (as defined in Rules 13a-15(e) and 15d-15(e) of the Exchange Act) utilized by Rubicon Project are reasonably designed to ensure that all information (both financial and non-financial) required to be disclosed by Rubicon Project in the reports that it files or submits under the Exchange Act is recorded, processed, summarized and reported within the time periods specified in the rules and forms of the SEC and that all such information required to be disclosed is accumulated and communicated to the management of Rubicon Project, Purchased Assets and the Business taken as appropriate, to allow timely decisions regarding required disclosure and to enable the chief executive officer and chief financial officer of Rubicon Project to make the certifications required under the Exchange Act with respect to such reportsa whole.
(vi) Neither Rubicon Project nor any of its Subsidiaries is a party to, or has any commitment to become a party to, any joint venture, off-balance sheet partnership or any similar contract (including any contract or arrangement relating to any transaction or relationship between or among Rubicon Project and any of its Subsidiaries, on the one hand, and any unconsolidated Affiliate, 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 under the Exchange Act)), where the purpose or intended effect of such contract is to avoid disclosure of any material transaction involving, or material liabilities of, Rubicon Project or any of its Subsidiaries in Rubicon Project’s or such Subsidiary’s published financial statements or other Rubicon Project SEC Documents.
Appears in 1 contract
Samples: Asset Purchase Agreement (Anchor Glass Container Corp)
SEC Documents; Financial Statements; Undisclosed Liabilities. (ia) Rubicon Project Easterly has filed or furnished all required registration statements, prospectuses, reports, schedules, forms, statements, certifications registration statements, prospectuses and other documents (including exhibits and all other information incorporated therein, regardless of when such exhibits and other information were filed) required to be filed or furnished by Easterly with the SEC under the Securities Act or the Exchange Act since January 1April 29, 2017 2015, together with any exhibits, amendments, restatements or supplements thereto, and will file or furnish all forms, reports, schedules, statements, registration statements, prospectuses and other documents, together with any exhibits, amendments, restatements or supplements thereto, required to be filed or furnished, as applicable, by it subsequent to the date hereof through and including the Closing Date, with the SEC (the “Rubicon Project Easterly SEC Documents”). .
(b) As of their its respective datesfiling date, and, if amended, as of the Rubicon Project date of the last amendment prior to the date of this Agreement, each Easterly SEC Documents Document complied in all material respects with the requirements of all applicable Laws, including the Securities Exchange Act, the Exchange Securities Act and the XxxxxxxxSxxxxxxx-Xxxxx Act, and the rules and regulations thereunder, as the case may be, and the rules and regulations of the SEC promulgated thereunder applicable to the Rubicon Project such Easterly SEC Documents, Document and none of the Rubicon Project SEC Documents when filed and at their respective effective times, if applicable, contained did not contain any untrue statement of a material fact or omitted omit to state a material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading. As of the date of this Agreement, there are no outstanding or unresolved comments received from the SEC with respect to any of the Rubicon Project SEC Documents, and, to the Knowledge of Rubicon Project, none of the Rubicon Project SEC Documents is the subject of any outstanding SEC comment or investigation. No Subsidiary of Rubicon Project is, or has since January 1, 2017 been, required to file reports with the SEC pursuant to the requirements of the Exchange Act.
(iic) The consolidated financial statements (including all related notes and schedules) of Rubicon Project and its Subsidiaries Easterly included in the Rubicon Project Easterly SEC Documents (including, in each case, any notes or schedules thereto) and all related compilations, reviews and other reports issued by Easterly’s accountants with respect thereto (the “Rubicon Project Easterly SEC Financial Statements”), comply as to form in all material respects with applicable accounting requirements and the published rules and regulations of the SEC with respect thereto. The Easterly SEC Financial Statements fairly present, in all material respects, the financial condition and the results of operations, cash flows and changes in stockholders’ equity of Easterly (on a consolidated basis) as of the respective dates of and for the periods referred to in the Easterly SEC Financial Statements, and were prepared in accordance with GAAP (except, in the case of unaudited statements, except as permitted by the SECotherwise noted therein) applied on a consistent basis during the periods involved (except as may be indicated in the notes thereto) and fairly present in all material respects the consolidated financial position of Rubicon Project and its consolidated Subsidiaries as of the dates thereof and the consolidated results of their operations and cash flows for the periods then ended (), subject, in the case of unaudited statementsinterim Easterly SEC Financial Statements, to normal year-end audit adjustments (which are not material in significance or amount) and to any other adjustments the absence of notes. The books and records of Easterly are accurate and complete in all material respects, have been maintained in accordance with sound business practices and accurately present and reflect in all material respects all of the transactions and actions therein described thereinand the Easterly SEC Financial Statements have been prepared, including in all material respects, in accordance with such books and records. At the notes thereto). Since December 31Closing, 2016, no independent public accounting firm of Telaria has resigned (or informed Telaria that it intends to resign) or been dismissed as independent public accountants of Telaria as a result of or in connection with any disagreements with Telaria on a matter of accounting principles or practices, financial statement disclosure or auditing scope or procedure.
(iii) Except (A) as reflected or reserved against in Rubicon Project’s unaudited balance sheet as of September 30, 2019 (or the notes thereto) included in Rubicon Project’s Quarterly Report on Form 10-Q filed with the SEC on November 6, 2019, (B) for liabilities all such books and obligations incurred records will be in the ordinary course possession of business consistent with past practice since September 30, 2019 and (C) for liabilities and obligations incurred in connection with or contemplated by this Agreement, neither Rubicon Project nor any of its Subsidiaries has any liabilities or obligations Easterly. No financial statements of any nature (whether accrued, absolute, contingent or otherwise) that would be Person other than Easterly are required by GAAP to be reflected on a consolidated balance sheet of Rubicon Project and its Subsidiaries (or included in the notes thereto) that, individually and in the aggregate, would reasonably be expected to have a Material Adverse Effect on Rubicon Projectconsolidated financial statements of Easterly.
(ivd) Rubicon Project Easterly is in compliance in all material respects with (i) the applicable provisions of the Sxxxxxxx-Xxxxx Act of 2002 and the related rules and regulations promulgated thereunder or under the Exchange Act (the “Sxxxxxxx-Xxxxx Act”) and (ii) the applicable listing and corporate governance rules and regulations of the NASDAQ.
(e) Easterly has made available to Sirius true and complete copies of all written comment letters from the staff of the SEC received since April 29, 2015 relating to the Easterly SEC Documents and all written responses of Easterly thereto, which are otherwise publicly available on the SEC’s EXXXX system. There are no outstanding or unresolved comments in comment letters received from the SEC staff with respect to any Easterly SEC Documents and none of the Easterly SEC Documents is the subject of ongoing SEC review. There are no internal investigations, any SEC inquiries or investigations or other governmental inquiries or investigations pending regarding any accounting practices of Easterly.
(f) Easterly has established and maintains a system of “disclosure controls and procedures and internal control over financial reporting” reporting (as such terms are defined in Rules 13a-15(fparagraphs (e) and 15d-15(f(f), respectively, of Rule 13a-15 and paragraph (e) of Rule 15d-15 under the Exchange Act) sufficient to provide reasonable assurance (A) that transactions are recorded as necessary to permit preparation of financial statements in conformity with GAAP, consistently applied, (B) that transactions are executed only in accordance with required by Rules 13a-15 and 15d-15 under the authorization of management and (C) regarding prevention or timely detection of the unauthorized acquisition, use or disposition of Rubicon ProjectExchange Act. Easterly’s properties or assets. Since January 1, 2017, none of Rubicon Project, Rubicon Project’s independent accountants, the Board of Directors of Rubicon Project or its audit committee has received any oral or written notification of any (1) “significant deficiency” in the internal controls over financial reporting of Rubicon Project, (2) “material weakness” in the internal controls over financial reporting of Rubicon Project or (3) fraud, whether or not material, that involves management or other employees of Rubicon Project who have a significant role in the internal controls over financial reporting of Rubicon Project.
(v) The “disclosure controls and procedures” (as defined in Rules 13a-15(e) and 15d-15(e) of the Exchange Act) utilized by Rubicon Project procedures are reasonably designed to ensure that all information (both financial and non-financial) required to be disclosed by Rubicon Project Easterly in the reports that it files or submits furnishes under the Exchange Act is recorded, processed, summarized and reported within the time periods specified in the rules and forms of the SEC SEC, and that all such information required to be disclosed is accumulated and communicated to the Easterly’s management of Rubicon Project, as appropriate, appropriate to allow timely decisions regarding required disclosure and to enable the chief executive officer and chief financial officer of Rubicon Project to make the certifications required under pursuant to Sections 302 and 906 of the Exchange Act with respect Sxxxxxxx-Xxxxx Act. Exxxxxxx’x management has completed an assessment of the effectiveness of Easterly’s disclosure controls and procedures and, to the extent required by applicable Law, presented in any applicable Easterly SEC Document, or any amendment thereto, its conclusions about the effectiveness of the disclosure controls and procedures as of the end of the period covered by such reportsreport or amendment based on such evaluation. Based on Easterly’s management’s most recently completed evaluation of Easterly’s internal control over financial reporting, (i) Easterly had no significant deficiencies or material weaknesses in the design or operation of its internal control over financial reporting that would reasonably be expected to adversely affect Easterly’s ability to record, process, summarize and report financial information and (ii) Easterly does not have Knowledge of any fraud, whether or not material, that involves management or other employees who have a significant role in Easterly’s internal control over financial reporting.
(vig) Neither Rubicon Project nor Easterly does not have any liabilities or obligations of its Subsidiaries is a party toany nature (whether absolute or contingent, asserted or has any commitment to become a party tounasserted, any joint ventureknown or unknown, off-primary or secondary, direct or indirect, and whether or not accrued), except (i) as disclosed, reflected or reserved against in the most recent balance sheet partnership included in the Easterly SEC Financial Statements or any similar contract (including any contract or arrangement relating the notes thereto filed with the SEC prior to any transaction or relationship between or among Rubicon Project and any of its Subsidiaries, on the one handdate hereof, and any unconsolidated Affiliate(ii) for liabilities and obligations arising out of or in connection with this Agreement, including any structured finance, special purpose the Merger 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 under Transactions and disclosed prior to the Exchange Act)), where the purpose or intended effect of such contract is date hereof to avoid disclosure of any material transaction involving, or material liabilities of, Rubicon Project or any of its Subsidiaries in Rubicon Project’s or such Subsidiary’s published financial statements or other Rubicon Project SEC DocumentsSirius.
Appears in 1 contract
SEC Documents; Financial Statements; Undisclosed Liabilities. (i) Rubicon Project has The Company and its subsidiaries have filed or furnished all required registration statements, prospectuses, reports, schedules, forms, statements, certifications and other documents (including exhibits and all other information incorporated therein, regardless of when such exhibits and other information were filed) with the SEC since January December 1, 2017 2012 (the “Rubicon Project Company SEC Documents”). As of their respective dates, the Rubicon Project Company SEC Documents complied in all material respects with the requirements of the Securities Act of 1933, as amended (the “Securities Act”), the Exchange Act and the Xxxxxxxx-Xxxxx Act of 2002, as amended (the “Xxxxxxxx-Xxxxx Act”), as the case may be, and the rules and regulations of the SEC promulgated thereunder applicable to the Rubicon Project Company SEC Documents, and none of the Rubicon Project Company SEC Documents when filed and at their respective effective times, if applicable, contained any untrue statement of a material fact or omitted to state a material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading. As of the date of this Agreement, there are no outstanding or unresolved comments received from the SEC with respect to any of the Rubicon Project Company SEC Documents, and, to the Knowledge knowledge of Rubicon Projectthe Company, none of the Rubicon Project Company SEC Documents is the subject of any outstanding SEC comment or outstanding SEC investigation. No Subsidiary of Rubicon Project is, or has since January 1, 2017 been, required to file reports with the SEC pursuant to the requirements of the Exchange Act.
(ii) The consolidated financial statements (including all related notes and schedules) of Rubicon Project the Company and its Subsidiaries subsidiaries included in the Rubicon Project Company SEC Documents (the “Rubicon Project Company Financial Statements”) were prepared in all material respects in accordance with GAAP generally accepted accounting principles (“GAAP”) (except, in the case of unaudited statements, as permitted by the SEC) applied on a consistent basis during the periods involved (except as may be indicated in the notes thereto) and fairly present in all material respects the consolidated financial position of Rubicon Project the Company and its consolidated Subsidiaries subsidiaries as of the dates thereof and the consolidated results of their operations and cash flows for the periods then ended (subject, in the case of unaudited statements, to normal year-end audit adjustments which are not material and to any other adjustments described therein, including the notes thereto). Since December 31, 2016, no independent public accounting firm of Telaria has resigned (or informed Telaria that it intends to resign) or been dismissed as independent public accountants of Telaria as a result of or in connection with any disagreements with Telaria on a matter of accounting principles or practices, financial statement disclosure or auditing scope or procedure.
(iii) Except (A) as reflected or reserved against in Rubicon Projectthe Company’s unaudited audited balance sheet as of September November 30, 2019 2015 (or the notes thereto) as included in Rubicon Project’s Quarterly Report on Form 10-Q filed with the Company Filed SEC on November 6, 2019Documents, (B) for liabilities and obligations incurred in the ordinary course of business consistent with past practice since September November 30, 2019 2015 and (C) for liabilities and obligations incurred in connection with or contemplated by this Agreement, neither Rubicon Project the Company nor any of its Subsidiaries subsidiaries has any liabilities or obligations of any nature (whether accrued, absolute, contingent or otherwise) that would be required by GAAP to be reflected on a consolidated balance sheet of Rubicon Project the Company and its Subsidiaries subsidiaries (or in the notes thereto) that, individually and or in the aggregate, would reasonably be expected to have a Material Adverse Effect on Rubicon Projectthe Company.
(iv) Rubicon Project the Company maintains a system of “internal control over financial reporting” (as defined in Rules 13a-15(f) and 15d-15(f) of the Exchange Act) sufficient to provide reasonable assurance (Ai) that transactions are recorded as necessary to permit preparation of financial statements in conformity with GAAP, consistently applied, (Bii) that transactions are executed only in accordance with the authorization of management and (Ciii) regarding prevention or timely detection of the unauthorized acquisition, use or disposition of Rubicon Projectthe Company’s properties or assets. Since January December 1, 20172012, none of Rubicon Projectthe Company, Rubicon Projectthe Company’s independent accountants, the Board of Directors of Rubicon Project the Company or its audit committee has received any oral or written notification of any (1i) “significant deficiency” in the internal controls over financial reporting of Rubicon Projectthe Company, (2ii) “material weakness” in the internal controls over financial reporting of Rubicon Project the Company or (3iii) fraud, whether or not material, that involves management or other employees of Rubicon Project the Company who have a significant role in the internal controls over financial reporting of Rubicon Projectthe Company.
(v) The “disclosure controls and procedures” (as defined in Rules 13a-15(e) and 15d-15(e) of the Exchange Act) utilized by Rubicon Project the Company are reasonably designed to ensure that all information (both financial and non-financial) required to be disclosed by Rubicon Project the Company in the reports that it files or submits under the Exchange Act is recorded, processed, summarized and reported within the time periods specified in the rules and forms of the SEC and that all such information required to be disclosed is accumulated and communicated to the management of Rubicon Projectthe Company, as appropriate, to allow timely decisions regarding required disclosure and to enable the chief executive officer and chief financial officer of Rubicon Project the Company to make the certifications required under the Exchange Act with respect to such reports.
(vi) Neither Rubicon Project the Company nor any of its Subsidiaries subsidiaries is a party to, or has any commitment to become a party to, any joint venture, off-balance sheet partnership or any similar contract (including any contract or arrangement relating to any transaction or relationship between or among Rubicon Project the Company and any of its Subsidiariessubsidiaries, on the one hand, and any unconsolidated Affiliateaffiliate, including any structured finance, special purpose or limited purpose entity or Personperson, on the other hand, or any “off-balance sheet arrangements” (as defined in Item 303(a) of Regulation S-K under the Exchange Act)), where the result, purpose or intended effect of such contract is to avoid disclosure of any material transaction involving, or material liabilities of, Rubicon Project the Company or any of its Subsidiaries subsidiaries in Rubicon Projectthe Company’s or such Subsidiarysubsidiary’s published financial statements or other Rubicon Project Company SEC Documents.
Appears in 1 contract
Samples: Merger Agreement (IHS Inc.)
SEC Documents; Financial Statements; Undisclosed Liabilities. (ia) Rubicon Project The Company has filed or furnished all required registration statements, prospectuses, reports, schedules, forms, statements, certifications proxy statements and other documents (including exhibits and all other information incorporated therein, regardless of when such exhibits and other information were filed) registration statements with the SEC since January 1required to be filed by it pursuant to the Securities Act or the Exchange Act, 2017 in each such case from December 31, 2010 through the date of this Agreement (collectively, the “Rubicon Project "SEC Documents”"). As of their respective datesdates (or if subsequently amended or superseded by a filing prior to the date of this Agreement, on the date of such filing), the Rubicon Project SEC Documents complied as to form in all material respects with the applicable requirements of the Securities Act, Act or the Exchange Act and the Xxxxxxxx-Xxxxx Act, as the case may be, and the rules and regulations none of the SEC promulgated thereunder applicable to the Rubicon Project SEC Documents, and none Documents as of the Rubicon Project SEC Documents when filed and at their respective effective times, if applicable, such dates contained any untrue statement of a material fact or omitted to state a material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading. Neither the Company nor any Company Subsidiary has listed its securities on any stock exchange in any jurisdiction, other than the Shares listed by the Company on NASDAQ. No Company Subsidiary is separately subject to the periodic reporting requirements of the Exchange Act. As of the date of this Agreement, none of the SEC Documents are subject to outstanding comments in comment letters received by the Company from the SEC staff.
(b) The consolidated financial statements of the Company included in the SEC Documents (the "SEC Financial Statements") have been prepared in accordance with GAAP (except as may be otherwise indicated therein or in the notes thereto and except, in the case of unaudited consolidated quarterly statements, as permitted by Form 10-Q of the Exchange Act), applied on a consistent basis during the periods involved, and (except as may be indicated therein or in the notes thereto or as subsequently amended or superseded by a filing prior to the date of this Agreement) fairly present in all material respects the consolidated financial position of the Company and its consolidated Subsidiaries as of the respective dates thereof and the consolidated statements of operations, statements of comprehensive income, stockholders' equity and cash flows for the respective periods then ended (subject, in the case of unaudited quarterly statements, to normal year-end audit adjustments and the absence of footnotes).
(c) Neither the Company nor any of the Company Subsidiaries has any liabilities or obligations that would be required by GAAP to be reflected or reserved against in a consolidated balance sheet of the Company, except (i) for such liabilities and obligations reflected, reserved against or otherwise disclosed in the consolidated balance sheet of the Company and the Company Subsidiaries as of December 31, 2013 (the "Balance Sheet Date") included in the SEC Documents (including the notes thereto), (ii) for such liabilities and obligations incurred since the Balance Sheet Date in the ordinary course of business consistent with past practice, (iii) for such liabilities and obligations incurred under this Agreement or in connection with the Transactions (including, for the avoidance of doubt, the transactions pursuant to the "go shop" process under Section 6.2(a) of the Original Merger Agreement), (iv) for such liabilities and obligations addressed in any of the other representations or warranties made by the Company in this Agreement (disregarding any thresholds specified therein), (v) for such liabilities and obligations described in any Section of the Company Disclosure Schedule, and (vi) for such other liabilities and obligations as would not constitute, individually or in the aggregate, a Company Material Adverse Effect. As of the date of this Agreement, there are no outstanding off-balance sheet arrangements to which the Company or unresolved comments received from any Company Subsidiary is a party required to be disclosed pursuant to Item 303(a)(4) of Regulation S-K promulgated under the Securities Act that have not been disclosed in the SEC with respect to any of the Rubicon Project SEC Documents, and, to the Knowledge of Rubicon Project, none of the Rubicon Project SEC Documents is the subject of any outstanding SEC comment or investigation. No Subsidiary of Rubicon Project is, or has since January 1, 2017 been, required to file reports with the SEC pursuant to the requirements of the Exchange Act.
(iid) The consolidated financial statements (including all related notes and schedules) of Rubicon Project and its Subsidiaries included Company is in the Rubicon Project SEC Documents (the “Rubicon Project Financial Statements”) were prepared in accordance with GAAP (except, in the case of unaudited statements, as permitted by the SEC) applied on a consistent basis during the periods involved (except as may be indicated in the notes thereto) and fairly present compliance in all material respects with the consolidated financial position of Rubicon Project and its consolidated Subsidiaries as applicable provisions of the dates thereof Xxxxxxxx-Xxxxx Act of 2002 (the "Xxxxxxxx-Xxxxx Act") and the consolidated results of their operations related rules and cash flows for the periods then ended (subject, in the case of unaudited statements, to normal year-end audit adjustments which are not material regulations promulgated thereunder. The Company has established and to any other adjustments described therein, including the notes thereto). Since December 31, 2016, no independent public accounting firm of Telaria has resigned (or informed Telaria that it intends to resign) or been dismissed as independent public accountants of Telaria as a result of or in connection with any disagreements with Telaria on a matter of accounting principles or practices, financial statement maintains disclosure or auditing scope or procedure.
(iii) Except (A) as reflected or reserved against in Rubicon Project’s unaudited balance sheet as of September 30, 2019 (or the notes thereto) included in Rubicon Project’s Quarterly Report on Form 10-Q filed with the SEC on November 6, 2019, (B) for liabilities controls and obligations incurred in the ordinary course of business consistent with past practice since September 30, 2019 procedures and (C) for liabilities and obligations incurred in connection with or contemplated by this Agreement, neither Rubicon Project nor any of its Subsidiaries has any liabilities or obligations of any nature (whether accrued, absolute, contingent or otherwise) that would be required by GAAP to be reflected on a consolidated balance sheet of Rubicon Project and its Subsidiaries (or in the notes thereto) that, individually and in the aggregate, would reasonably be expected to have a Material Adverse Effect on Rubicon Project.
(iv) Rubicon Project maintains a system of “internal control over financial reporting” reporting (as such terms are defined in Rules 13a-15(fparagraphs (e) and 15d-15(f) (f), respectively, of Rule 13a-15 under the Exchange Act) sufficient to provide reasonable assurance (A) that transactions are recorded as necessary to permit preparation of financial statements in conformity with GAAP, consistently applied, (B) that transactions are executed only in accordance with required by Rule 13a-15 under the authorization of management and (C) regarding prevention or timely detection of the unauthorized acquisition, use or disposition of Rubicon Project’s properties or assetsExchange Act. Since January 1, 2017, none of Rubicon Project, Rubicon Project’s independent accountants, the Board of Directors of Rubicon Project or its audit committee has received any oral or written notification of any (1) “significant deficiency” in the internal controls over financial reporting of Rubicon Project, (2) “material weakness” in the internal controls over financial reporting of Rubicon Project or (3) fraud, whether or not material, that involves management or other employees of Rubicon Project who have a significant role in the internal controls over financial reporting of Rubicon Project.
(v) The “Company's disclosure controls and procedures” (as defined in Rules 13a-15(e) and 15d-15(e) of the Exchange Act) utilized by Rubicon Project procedures are reasonably designed to ensure that all material information (both financial and non-financial) required to be disclosed by Rubicon Project the Company in the reports that it files or submits under the Exchange Act is recorded, processed, summarized and reported within the time periods specified in the rules and forms of the SEC SEC, and that all such material information required to be disclosed is accumulated and communicated to the management of Rubicon Project, the Company as appropriate, appropriate to allow timely decisions regarding required disclosure and to enable the chief executive officer and chief financial officer of Rubicon Project to make the certifications required under pursuant to Sections 302 and 906 of the Exchange Xxxxxxxx-Xxxxx Act. The management of the Company completed its assessment of the effectiveness of the Company's internal control over financial reporting in compliance with the requirements of Section 404 of the Xxxxxxxx-Xxxxx Act with respect for the fiscal year ended December 31, 2013, and such assessment concluded that as of December 31, 2013 such controls were effective. The Company's principal executive officer and its principal financial officer have disclosed, based on their most recent evaluation, to the Company's auditors and the Audit Committee of the Company Board (x) all significant deficiencies, if any, in the design or operation of internal control over financial reporting which are reasonably likely to materially adversely affect the Company's ability to record, process, summarize and report financial data and have identified to such reportsauditors any material weaknesses in internal controls and (y) any fraud, whether or not material, of which there is Company Knowledge and that involves management or other employees of the Company or any of the Company Subsidiaries who have a significant role in the Company's internal control over financial reporting.
(vie) Neither Rubicon Project nor any Since January 1, 2011, the Company has maintained and maintains a standard system of its Subsidiaries accounting established and administered in accordance with GAAP in all material respects.
(f) Since January 1, 2011, the Company has been and is a party to, or has any commitment to become a party to, any joint venture, off-balance sheet partnership or any similar contract (including any contract or arrangement relating to any transaction or relationship between or among Rubicon Project in compliance with applicable listing and any corporate governance rules and regulations of its Subsidiaries, on the one hand, and any unconsolidated Affiliate, 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 under the Exchange Act)), where the purpose or intended effect of such contract is to avoid disclosure of any material transaction involving, or material liabilities of, Rubicon Project or any of its Subsidiaries in Rubicon Project’s or such Subsidiary’s published financial statements or other Rubicon Project SEC DocumentsNASDAQ.
Appears in 1 contract
Samples: Agreement and Plan of Merger (Chindex International Inc)
SEC Documents; Financial Statements; Undisclosed Liabilities. (ia) Rubicon Project has Each form, report, schedule, registration statement and definitive proxy statement filed or furnished all required registration statements, prospectuses, reports, schedules, forms, statements, certifications and other documents (including exhibits and all other information incorporated therein, regardless of when such exhibits and other information were filed) by Company with the SEC since January 1March 6, 2017 2000 and prior to the date hereof (as such documents have been amended prior to the “Rubicon Project date hereof, the "COMPANY SEC Documents”DOCUMENTS"). As , as of their respective dates, the Rubicon Project SEC Documents complied in all material respects with the applicable requirements of the Securities Act, the Exchange Act and the Xxxxxxxx-Xxxxx Exchange Act, as the case may be, and the rules and regulations . None of the SEC promulgated thereunder applicable to the Rubicon Project Company SEC Documents, and none as of the Rubicon Project SEC Documents when filed and at their respective effective timesdates, if applicable, contained contains any untrue statement of a material fact or omitted omits to state a material fact required to be stated therein or necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading. As The Company has made available to the Purchaser true, accurate and complete copies of all of the date of this Agreement, there are no outstanding or unresolved comments received from the SEC with respect to any of the Rubicon Project Company SEC Documents, and, to the Knowledge of Rubicon Project, none of the Rubicon Project SEC Documents is the subject of any outstanding SEC comment or investigation. No Subsidiary of Rubicon Project is, or has since January 1, 2017 been, required to file reports with the SEC pursuant to the requirements of the Exchange Act.
(ii) The consolidated financial statements (including all related notes and schedules) of Rubicon Project the Company and its Subsidiaries included in such reports comply as to form in all material respects with applicable accounting requirements and with the Rubicon Project published rules and regulations of the SEC Documents (the “Rubicon Project Financial Statements”) were with respect thereto, have been prepared in accordance with GAAP (except, in the case of unaudited statements, as permitted by the SEC) applied on a consistent basis during throughout the periods involved (except as may be indicated in the notes theretothereto or, in the case of the unaudited interim financial statements, as permitted by Form 10-Q of the SEC) and fairly present in all material respects (subject, in the case of the unaudited interim financial statements, to normal, year-end audit adjustments) the consolidated financial position of Rubicon Project the Company and its consolidated Subsidiaries as of at the dates thereof and the consolidated results of their operations and cash flows for the periods then ended (subject, in the case of unaudited statements, to normal year-end audit adjustments which are not material and to any other adjustments described therein, including the notes thereto)ended. Since December 31, 20162000, no independent public accounting firm neither the Company nor any of Telaria its Subsidiaries has resigned incurred any material liabilities or obligations (whether absolute, accrued, fixed, contingent, liquidated, unliquidated or informed Telaria that it intends otherwise and whether due or to resignbecome due) of any nature, except liabilities, obligations or been dismissed as independent public accountants of Telaria as a result of or in connection with any disagreements with Telaria contingencies (a) which are reflected on a matter of accounting principles or practices, financial statement disclosure or auditing scope or procedure.
(iii) Except (A) as reflected or reserved against in Rubicon Project’s unaudited the audited balance sheet of the Company and its Subsidiaries as of September 30at December 31, 2019 2000, (or including the notes theretohereto), or (b) included in Rubicon Project’s Quarterly Report on Form 10-Q filed with the SEC on November 6, 2019, which (Bi) for liabilities and obligations were incurred in the ordinary course of business after December 31, 2000 and were consistent with past practice since September 30practices, 2019 or (ii) are disclosed or reflected in the Company SEC Documents filed after December 31, 2000. Since March 6, 2000, the Company has timely filed with the SEC all forms, reports and (C) for liabilities and obligations incurred in connection with or contemplated by this Agreement, neither Rubicon Project nor any of its Subsidiaries has any liabilities or obligations of any nature (whether accrued, absolute, contingent or otherwise) that would be other documents required by GAAP to be reflected on a consolidated balance sheet filed prior to the date hereof, and no Subsidiary of Rubicon Project the Company has filed, or been required to file, any form, report or other document with the SEC, in each case, pursuant to the Securities Act, the Exchange Act or the rules and its Subsidiaries (or in the notes thereto) that, individually and in the aggregate, would reasonably be expected to have a Material Adverse Effect on Rubicon Projectregulations thereunder.
(ivb) Rubicon Project maintains a system Except as set forth on SCHEDULE 4.7 or described in the Company SEC Documents, no dividends or other distributions have been declared, paid or made upon any shares of “internal control over financial reporting” (as defined in Rules 13a-15(f) and 15d-15(f) capital Stock of the Exchange Act) sufficient to provide reasonable assurance (A) that transactions are recorded as necessary to permit preparation Company, nor have any shares of capital Stock of the Company been redeemed, retired, purchased or otherwise acquired for value by the Company since March 6, 2000.The projected financial statements delivered pursuant to Section 6.19 hereof have been prepared in conformity with GAAPgood faith, consistently applied, (B) based on estimates and assumptions that transactions the Company believes are executed only in accordance with the authorization of management fair and (C) regarding prevention or timely detection of the unauthorized acquisition, use or disposition of Rubicon Project’s properties or assets. Since January 1, 2017, none of Rubicon Project, Rubicon Project’s independent accountants, the Board of Directors of Rubicon Project or its audit committee has received any oral or written notification of any (1) “significant deficiency” in the internal controls over financial reporting of Rubicon Project, (2) “material weakness” in the internal controls over financial reporting of Rubicon Project or (3) fraud, whether or not material, that involves management or other employees of Rubicon Project who have a significant role in the internal controls over financial reporting of Rubicon Project.
(v) The “disclosure controls and procedures” (as defined in Rules 13a-15(e) and 15d-15(e) of the Exchange Act) utilized by Rubicon Project are reasonably designed to ensure that all information (both financial and non-financial) required to be disclosed by Rubicon Project in the reports that it files or submits under the Exchange Act is recorded, processed, summarized and reported within reasonable at the time periods specified in the rules and forms of the SEC and that all such information required to be disclosed is accumulated and communicated projections have been furnished to the management of Rubicon Project, as appropriate, to allow timely decisions regarding required disclosure and to enable the chief executive officer and chief financial officer of Rubicon Project to make the certifications required under the Exchange Act with respect to such reportsPurchaser.
(vi) Neither Rubicon Project nor any of its Subsidiaries is a party to, or has any commitment to become a party to, any joint venture, off-balance sheet partnership or any similar contract (including any contract or arrangement relating to any transaction or relationship between or among Rubicon Project and any of its Subsidiaries, on the one hand, and any unconsolidated Affiliate, 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 under the Exchange Act)), where the purpose or intended effect of such contract is to avoid disclosure of any material transaction involving, or material liabilities of, Rubicon Project or any of its Subsidiaries in Rubicon Project’s or such Subsidiary’s published financial statements or other Rubicon Project SEC Documents.
Appears in 1 contract
Samples: Notes Purchase Agreement (Metromedia Fiber Network Inc)
SEC Documents; Financial Statements; Undisclosed Liabilities. (i) Rubicon Project has The Company and its subsidiaries have filed or furnished all required registration statements, prospectuses, reports, schedules, forms, statements, certifications and other documents (including exhibits and all other information incorporated therein, regardless of when such exhibits and other information were filed) with the SEC since January December 1, 2017 2016 (the “Rubicon Project Company SEC Documents”). As of their respective dates, the Rubicon Project Company SEC Documents complied (or with respect to Company SEC Documents filed or furnished after the date hereof, will comply) in all material respects with the requirements of the Securities Act of 1933, as amended (the “Securities Act”), the Exchange Act and the XxxxxxxxSxxxxxxx-Xxxxx Act of 2002, as amended (the “Sxxxxxxx-Xxxxx Act”), as the case may be, and the rules and regulations of the SEC promulgated thereunder applicable to the Rubicon Project Company SEC Documents, and none of the Rubicon Project Company SEC Documents when filed and and, if applicable, at their respective effective timestimes contained (or with respect to Company SEC Documents filed or furnished after the date hereof, if applicable, contained will contain) any untrue statement of a material fact or omitted to state a material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading. As of the date of this Agreement, there are no outstanding or unresolved comments received from the SEC with respect to any of the Rubicon Project Company SEC Documents, and, to the Knowledge knowledge of Rubicon Projectthe Company, none of the Rubicon Project Company SEC Documents is the subject of any outstanding SEC comment or outstanding SEC investigation. No Subsidiary of Rubicon Project is, or has since January 1, 2017 been, required to file reports with the SEC pursuant to the requirements of the Exchange Act.
(ii) The consolidated financial statements (including all related notes and schedules) of Rubicon Project the Company and its Subsidiaries subsidiaries included in the Rubicon Project Company SEC Documents (the “Rubicon Project Company Financial Statements”) were prepared (or with respect to Company Financial Statements included in Company SEC Documents filed or furnished after the date hereof, will be prepared) in all material respects in accordance with GAAP generally accepted accounting principles (“GAAP”) (except, in the case of unaudited statements, as permitted by the SEC) applied on a consistent basis during the periods involved (except as may be indicated in the notes thereto) and fairly present in all material respects the consolidated financial position of Rubicon Project the Company and its consolidated Subsidiaries subsidiaries as of the dates thereof and the consolidated results of their operations and cash flows for the periods then ended (subject, in the case of unaudited statements, to normal year-end audit adjustments which are not material and to any other adjustments described therein, including the notes thereto). Since December 31, 2016, no independent public accounting firm of Telaria has resigned (or informed Telaria that it intends to resign) or been dismissed as independent public accountants of Telaria as a result of or in connection with any disagreements with Telaria on a matter of accounting principles or practices, financial statement disclosure or auditing scope or procedure.
(iii) Except (A) as reflected or reserved against in Rubicon Projectthe Company’s unaudited audited balance sheet as of September November 30, 2019 (or the notes thereto) as included in Rubicon Project’s Quarterly Report on Form 10-Q filed with the Company Filed SEC on November 6, 2019Documents, (B) for liabilities and obligations incurred in the ordinary course of business consistent with past practice since September November 30, 2019 and (C) for liabilities and obligations incurred in connection with or contemplated by this Agreement, neither Rubicon Project the Company nor any of its Subsidiaries subsidiaries has any liabilities or obligations of any nature (whether accrued, absolute, contingent or otherwise) that would be required by GAAP to be reflected on a consolidated balance sheet of Rubicon Project the Company and its Subsidiaries subsidiaries (or in the notes thereto) that, individually and or in the aggregate, would reasonably be expected to have a Material Adverse Effect on Rubicon Projectthe Company.
(iv) Rubicon Project The Company maintains a system of “internal control over financial reporting” (as defined in Rules 13a-15(f) and 15d-15(f) of the Exchange Act) sufficient to provide reasonable assurance (Ai) that transactions are recorded as necessary to permit preparation of financial statements in conformity with GAAP, consistently applied, (Bii) that transactions are executed only in accordance with the authorization of management and (Ciii) regarding prevention or timely detection of the unauthorized acquisition, use or disposition of Rubicon Projectthe Company’s properties or assets. Since January December 1, 20172016, none of Rubicon Projectthe Company, Rubicon Projectthe Company’s independent accountants, the Board of Directors of Rubicon Project the Company or its audit committee has received any oral or written notification of any (1i) “significant deficiency” in the internal controls over financial reporting of Rubicon Projectthe Company, (2ii) “material weakness” in the internal controls over financial reporting of Rubicon Project the Company or (3iii) fraud, whether or not material, that involves management or other employees of Rubicon Project the Company who have a significant role in the internal controls over financial reporting of Rubicon Projectthe Company.
(v) The “disclosure controls and procedures” (as defined in Rules 13a-15(e) and 15d-15(e) of the Exchange Act) utilized by Rubicon Project the Company are reasonably designed to ensure that all information (both financial and non-financial) required to be disclosed by Rubicon Project the Company in the reports that it files or submits under the Exchange Act is recorded, processed, summarized and reported within the time periods specified in the rules and forms of the SEC and that all such information required to be disclosed is accumulated and communicated to the management of Rubicon Projectthe Company, as appropriate, to allow timely decisions regarding required disclosure and to enable the chief executive officer and chief financial officer of Rubicon Project the Company to make the certifications required under the Exchange Act with respect to such reports.
(vi) Neither Rubicon Project the Company nor any of its Subsidiaries subsidiaries is a party to, or has any commitment to become a party to, any joint venture, off-balance sheet partnership or any similar contract (including any contract or arrangement relating to any transaction or relationship between or among Rubicon Project the Company and any of its Subsidiariessubsidiaries, on the one hand, and any unconsolidated Affiliateaffiliate, including any structured finance, special purpose or limited purpose entity or Personperson, on the other hand, or any “off-balance sheet arrangements” (as defined in Item 303(a) of Regulation S-K under the Exchange Act)), where the result, purpose or intended effect of such contract is to avoid disclosure of any material transaction involving, or material liabilities of, Rubicon Project the Company or any of its Subsidiaries subsidiaries in Rubicon Projectthe Company’s or such Subsidiarysubsidiary’s published financial statements or other Rubicon Project Company SEC Documents.
Appears in 1 contract
Samples: Merger Agreement (IHS Markit Ltd.)
SEC Documents; Financial Statements; Undisclosed Liabilities. (i%3) Rubicon Project With respect to the Business only, Seller Parent has not filed or furnished all required registration statements, prospectuses, reports, schedules, forms, statements, certifications and other any documents (including exhibits and all other information incorporated therein, regardless of when such exhibits and other information were filed) with the SEC since January 1, 2017 (2014 under Section 13(a) or 15(d) of the “Rubicon Project SEC Documents”). As Exchange Act which, as of their respective datesdates (or, the Rubicon Project SEC Documents complied in all material respects with the requirements of the Securities Act, the Exchange Act and the Xxxxxxxx-Xxxxx Act, as the case may be, and the rules and regulations of the SEC promulgated thereunder applicable if amended or superseded by a filing prior to the Rubicon Project SEC Documentsdate hereof, and none then on the date of the Rubicon Project SEC Documents when filed and at their respective effective times, if applicablesuch filing), contained any untrue statement of a material fact or omitted to state a material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading. As .
(a) Section 4.04(b) of the date of this Agreement, there are no outstanding or unresolved comments received from the SEC Seller Disclosure Letter sets forth (i) an audited balance sheet with respect to any of the Rubicon Project SEC DocumentsBusiness at December 31, and, to the Knowledge of Rubicon Project, none of the Rubicon Project SEC Documents is the subject of any outstanding SEC comment or investigation. No Subsidiary of Rubicon Project is, or has since January 1, 2017 been, required to file reports 2015 (together with the SEC pursuant to notes thereto, the requirements “Balance Sheet”) and the related audited statements of operations and cash flows for the Exchange Act.
year ended December 31, 2015 (together with the notes thereto and the Balance Sheet, the “2015 Business Financial Statements”) and (ii) The consolidated financial statements audited balance sheets with respect to the Business at December 31, 2014 and December 31, 2013 (including all related together with the notes and schedules) of Rubicon Project and its Subsidiaries included in the Rubicon Project SEC Documents (thereto, the “Rubicon Project 2014 and 2013 Balance Sheets”) and the related audited statements of operations, business unit equity and cash flows for the years ended December 31, 2014 and December 31, 2013 (together with the notes thereto, the 2014 and 2013 Balance Sheets, and the 2015 Business Financial Statements, the “Business Financial Statements”). The Business Financial Statements (A) were prepared in accordance with GAAP the books of account and other financial records of Seller and its subsidiaries, (exceptB) present fairly in all material respects the financial position of the Business and the results of its operations and changes in cash flows as of the dates thereof and for the periods covered thereby and, (C) were prepared in accordance with GAAP, in the case of unaudited statements, as permitted by the SEC) applied on a manner and using accounting principles consistent basis during the periods involved with Seller’s historical financial statements (except as may be indicated in the notes thereto) and fairly present in all material respects the consolidated financial position of Rubicon Project and its consolidated Subsidiaries as of the dates thereof and the consolidated results of their operations and cash flows for the periods then ended (subject, in the case of unaudited statements, to normal year-end audit adjustments which are not material and to any other adjustments described therein, including the notes thereto). Since December 31, 2016, no independent public accounting firm of Telaria has resigned (or informed Telaria that it intends to resign) or been dismissed as independent public accountants of Telaria as a result of or in connection with any disagreements with Telaria on a matter of accounting principles or practices, financial statement disclosure or auditing scope or procedure.
(iiib) Except (A) as reflected or reserved against in Rubicon Project’s unaudited balance sheet as on the Balance Sheet, the Assumed Liabilities do not include any Liabilities of September 30, 2019 any nature other than Liabilities that (or the notes theretoi) included in Rubicon Project’s Quarterly Report on Form 10-Q filed with the SEC on November 6, 2019, (B) for liabilities and obligations were incurred in the ordinary course of business in a manner consistent with past practice since September 30, 2019 and not in violation of this Agreement or (Cii) for liabilities have not had and obligations incurred in connection with or contemplated by this Agreement, neither Rubicon Project nor any of its Subsidiaries has any liabilities or obligations of any nature (whether accrued, absolute, contingent or otherwise) that would be required by GAAP to be reflected on a consolidated balance sheet of Rubicon Project and its Subsidiaries (or in the notes thereto) that, individually and in the aggregate, would not reasonably be expected to have a Business Material Adverse Effect on Rubicon ProjectEffect.
(ivc) Rubicon Project maintains The Business has established and maintained a system of “internal control over financial reporting” (as defined in Rules 13a-15(f) and 15d-15(f) of the Exchange Act) accounting controls sufficient to provide reasonable assurance assurances that, in all material respects, (Ai) that transactions are executed in accordance with management’s general or specific authorization, transactions are recorded as necessary (A) to permit the preparation of financial statements in conformity with GAAP, consistently applied, GAAP and (B) that transactions are executed only to maintain accountability for items, (ii) access to assets is permitted in accordance with the management’s general or specific authorization of management and (Ciii) regarding prevention or timely detection of the unauthorized acquisition, use or disposition of Rubicon Project’s properties or assets. Since January 1, 2017, none of Rubicon Project, Rubicon Project’s independent accountants, the Board of Directors of Rubicon Project or its audit committee has received any oral or written notification of any (1) “significant deficiency” in the internal controls over financial reporting of Rubicon Project, (2) “material weakness” in the internal controls over financial reporting of Rubicon Project or (3) fraud, whether or not material, that involves management or other employees of Rubicon Project who have a significant role in the internal controls over financial reporting of Rubicon Project.
(v) The “disclosure controls recorded accountability for items is compared with actual levels at reasonable intervals and procedures” (as defined in Rules 13a-15(e) and 15d-15(e) of the Exchange Act) utilized by Rubicon Project are reasonably designed to ensure that all information (both financial and non-financial) required to be disclosed by Rubicon Project in the reports that it files or submits under the Exchange Act appropriate action is recorded, processed, summarized and reported within the time periods specified in the rules and forms of the SEC and that all such information required to be disclosed is accumulated and communicated to the management of Rubicon Project, as appropriate, to allow timely decisions regarding required disclosure and to enable the chief executive officer and chief financial officer of Rubicon Project to make the certifications required under the Exchange Act taken with respect to such reportsany differences.
(vi) Neither Rubicon Project nor any of its Subsidiaries is a party to, or has any commitment to become a party to, any joint venture, off-balance sheet partnership or any similar contract (including any contract or arrangement relating to any transaction or relationship between or among Rubicon Project and any of its Subsidiaries, on the one hand, and any unconsolidated Affiliate, 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 under the Exchange Act)), where the purpose or intended effect of such contract is to avoid disclosure of any material transaction involving, or material liabilities of, Rubicon Project or any of its Subsidiaries in Rubicon Project’s or such Subsidiary’s published financial statements or other Rubicon Project SEC Documents.
Appears in 1 contract
SEC Documents; Financial Statements; Undisclosed Liabilities. (i) Rubicon Project has MWV and its subsidiaries have filed or furnished all required registration statements, prospectuses, reports, schedules, forms, statements, certifications and other documents (including exhibits and all other information incorporated therein, regardless of when such exhibits and other information were filed) with the SEC since January 1, 2017 2012 (the “Rubicon Project MWV SEC Documents”). As of their respective dates, the Rubicon Project MWV SEC Documents complied in all material respects with the requirements of the Securities Act of 1933, as amended (the “Securities Act”), the Exchange Act and the Xxxxxxxx-Xxxxx Act of 2002, as amended (the “Xxxxxxxx-Xxxxx Act”), as the case may be, and the rules and regulations of the SEC promulgated thereunder applicable to the Rubicon Project MWV SEC Documents, and none of the Rubicon Project MWV SEC Documents when filed and at their respective effective times, if applicable, contained any untrue statement of a material fact or omitted to state a material fact required to be stated therein or necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading. As of the date of this AgreementOriginal Signing Date, there are no outstanding or unresolved comments received from the SEC with respect to any of the Rubicon Project MWV SEC Documents, and, to the Knowledge knowledge of Rubicon ProjectMWV, none of the Rubicon Project MWV SEC Documents is the subject of any outstanding SEC comment or outstanding SEC investigation. No Subsidiary of Rubicon Project is, or has since January 1, 2017 been, required to file reports with the SEC pursuant to the requirements of the Exchange Act.
(ii) The consolidated financial statements (including all related notes and schedules) of Rubicon Project MWV and its Subsidiaries subsidiaries included in the Rubicon Project MWV SEC Documents (the “Rubicon Project MWV Financial Statements”) were prepared in all material respects in accordance with GAAP generally accepted accounting principles (“GAAP”) (except, in the case of unaudited statements, as permitted by the SEC) applied on a consistent basis during the periods involved (except as may be indicated in the notes thereto) and fairly present in all material respects the consolidated financial position of Rubicon Project MWV and its consolidated Subsidiaries subsidiaries as of the dates thereof and the consolidated results of their operations and cash flows for the periods then ended (subject, in the case of unaudited statements, to normal year-end audit adjustments which are not material and to any other adjustments described therein, including the notes thereto). Since December 31, 2016, no independent public accounting firm of Telaria has resigned (or informed Telaria that it intends to resign) or been dismissed as independent public accountants of Telaria as a result of or in connection with any disagreements with Telaria on a matter of accounting principles or practices, financial statement disclosure or auditing scope or procedure.
(iii) Except (A) as reflected or reserved against in Rubicon ProjectMWV’s unaudited consolidated audited balance sheet as of September 30December 31, 2019 2013 (or the notes thereto) as included in Rubicon Project’s Quarterly Report on Form 10-Q filed with the MWV Filed SEC on November 6, 2019Documents, (B) for liabilities and obligations incurred in the ordinary course of business consistent with past practice since September 30December 31, 2019 2013 and (C) for liabilities and obligations incurred in connection with or contemplated by this Agreement, neither Rubicon Project MWV nor any of its Subsidiaries subsidiaries has any liabilities or obligations of any nature (whether accrued, absolute, contingent or otherwise) that would be required by GAAP to be reflected on a consolidated balance sheet of Rubicon Project MWV and its Subsidiaries subsidiaries (or in the notes thereto) that, individually and or in the aggregate, would reasonably be expected to have a Material Adverse Effect on Rubicon ProjectMWV.
(iv) Rubicon Project MWV maintains a system of “internal control over financial reporting” (as defined in Rules 13a-15(f) and 15d-15(f) of the Exchange Act) sufficient to provide reasonable assurance (Ai) that transactions are recorded as necessary to permit preparation of financial statements in conformity with GAAP, consistently applied, (Bii) that transactions are executed only in accordance with the authorization of management and (C) regarding prevention or timely detection of the unauthorized acquisition, use or disposition of Rubicon Project’s properties or assets. Since January 1, 2017, none of Rubicon Project, Rubicon Project’s independent accountants, the Board of Directors of Rubicon Project or its audit committee has received any oral or written notification of any (1) “significant deficiency” in the internal controls over financial reporting of Rubicon Project, (2) “material weakness” in the internal controls over financial reporting of Rubicon Project or (3) fraud, whether or not material, that involves management or other employees of Rubicon Project who have a significant role in the internal controls over financial reporting of Rubicon Project.
(v) The “disclosure controls and procedures” (as defined in Rules 13a-15(e) and 15d-15(e) of the Exchange Act) utilized by Rubicon Project are reasonably designed to ensure that all information (both financial and non-financial) required to be disclosed by Rubicon Project in the reports that it files or submits under the Exchange Act is recorded, processed, summarized and reported within the time periods specified in the rules and forms of the SEC and that all such information required to be disclosed is accumulated and communicated to the management of Rubicon Project, as appropriate, to allow timely decisions regarding required disclosure and to enable the chief executive officer and chief financial officer of Rubicon Project to make the certifications required under the Exchange Act with respect to such reports.
(vi) Neither Rubicon Project nor any of its Subsidiaries is a party to, or has any commitment to become a party to, any joint venture, off-balance sheet partnership or any similar contract (including any contract or arrangement relating to any transaction or relationship between or among Rubicon Project and any of its Subsidiaries, on the one hand, and any unconsolidated Affiliate, 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 under the Exchange Act)), where the purpose or intended effect of such contract is to avoid disclosure of any material transaction involving, or material liabilities of, Rubicon Project or any of its Subsidiaries in Rubicon Project’s or such Subsidiary’s published financial statements or other Rubicon Project SEC Documents.and
Appears in 1 contract
SEC Documents; Financial Statements; Undisclosed Liabilities. (i) Rubicon Project The Company has filed or furnished all required registration statements, prospectuses, reports, schedules, forms, statements, certifications statements and other documents (including exhibits and all other information incorporated therein, regardless of when such exhibits and other information were filed) with the SEC since January 1February 7, 2017 1996 through the date hereof (the “Rubicon Project "Company SEC Documents”"). As Schedule 2.6 of the Company Disclosure Letter contains a complete list (without exhibits) of all Company SEC Documents filed by Company with the SEC since February 7, 1996 and on or prior to the date of this Agreement. All of the Company SEC Documents (other than preliminary material), as of their respective filing dates, or as of the Rubicon Project SEC Documents date of the last amendment thereof (if amended after filing), complied in all material respects with the all applicable requirements of the Securities Act of 1933, as amended (the "Securities Act"), and the Exchange Act and the Xxxxxxxx-Xxxxx Actand, as the case may bein each case, and the rules and regulations of the SEC promulgated thereunder applicable to the Rubicon Project such Company SEC Documents, and none . None of the Rubicon Project Company SEC Documents when filed and at their respective effective times, if applicable, the time of filing contained any untrue statement of a material fact or omitted to state a any 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. As of , except to the extent such statements have been modified or superseded by later Company SEC Documents filed on a non- confidential basis prior to the date of this Agreement. The consolidated financial statements of the Company included in the Company SEC Documents (which, there are no outstanding or unresolved comments received from solely for purposes of this sentence, shall be deemed to include the Company's annual report on Form 10-K for the fiscal year ended February 29, 2000, as of the date filed with the SEC) complied as to form in all material respects with applicable accounting requirements and the published rules and regulations of the SEC with respect to any of the Rubicon Project SEC Documentsthereto, and, to the Knowledge of Rubicon Project, none of the Rubicon Project SEC Documents is the subject of any outstanding SEC comment or investigation. No Subsidiary of Rubicon Project is, or has since January 1, 2017 been, required to file reports with the SEC pursuant to the requirements of the Exchange Act.
(ii) The consolidated financial statements (including all related notes and schedules) of Rubicon Project and its Subsidiaries included in the Rubicon Project SEC Documents (the “Rubicon Project Financial Statements”) were have been prepared in accordance with GAAP generally accepted accounting principles ("GAAP") (except, in the case of unaudited statements, as permitted by the applicable rules and regulations of the SEC) applied on a consistent basis during the periods involved (except as may be indicated therein or in the notes thereto) and fairly present presented, in accordance with the applicable requirements of GAAP and the applicable rules and regulations of the SEC in all material respects respects, the consolidated financial position of Rubicon Project the Company and its the consolidated Subsidiaries Company Subsidiaries, taken as a whole, as of the dates thereof and the consolidated results of their operations and cash flows for the periods then ended (subject, in the case of unaudited statements, to normal year-end audit adjustments which are not material and to adjustments, any other adjustments described therein, including therein and the fact that certain information and notes theretohave been condensed or omitted in accordance with the Exchange Act). Since December 31, 2016, no independent public Schedule 2.6 of the Company Disclosure Letter sets forth all Company Subsidiaries which are not consolidated for accounting firm of Telaria has resigned (or informed Telaria that it intends to resign) or been dismissed as independent public accountants of Telaria as a result of or in connection with any disagreements with Telaria on a matter of accounting principles or practices, financial statement disclosure or auditing scope or procedure.
(iii) Except (A) as reflected or reserved against in Rubicon Project’s unaudited balance sheet purposes as of September 30, 2019 (or the notes thereto) included in Rubicon Project’s Quarterly Report on Form 10-Q filed with the SEC on November 6, 2019, (B) date hereof. Except for liabilities and obligations incurred set forth in the ordinary course Company SEC Documents or in Schedule 2.6 of business consistent with past practice since September 30, 2019 and (C) for liabilities and obligations incurred in connection with or contemplated by this Agreementthe Company Disclosure Letter, neither Rubicon Project the Company nor any of its the Company Subsidiaries has any liabilities or obligations of any nature (whether accrued, absolute, contingent or otherwise) that would be required by GAAP to be reflected set forth on a consolidated balance sheet of Rubicon Project and its Subsidiaries (the Company or in the notes thereto) thatthereto and which, individually and or in the aggregate, would reasonably be expected to have a Company Material Adverse Effect on Rubicon Project.
(iv) Rubicon Project maintains a system of “internal control over financial reporting” (as defined Effect, after taking into account any assets acquired or services provided in Rules 13a-15(f) and 15d-15(f) of the Exchange Act) sufficient to provide reasonable assurance (A) that transactions are recorded as necessary to permit preparation of financial statements in conformity with GAAP, consistently applied, (B) that transactions are executed only in accordance connection with the authorization of management and (C) regarding prevention or timely detection of the unauthorized acquisition, use or disposition of Rubicon Project’s properties or assets. Since January 1, 2017, none of Rubicon Project, Rubicon Project’s independent accountants, the Board of Directors of Rubicon Project or its audit committee has received any oral or written notification of any (1) “significant deficiency” in the internal controls over financial reporting of Rubicon Project, (2) “material weakness” in the internal controls over financial reporting of Rubicon Project or (3) fraud, whether or not material, that involves management or other employees of Rubicon Project who have a significant role in the internal controls over financial reporting of Rubicon Project.
(v) The “disclosure controls and procedures” (as defined in Rules 13a-15(e) and 15d-15(e) of the Exchange Act) utilized by Rubicon Project are reasonably designed to ensure that all information (both financial and non-financial) required to be disclosed by Rubicon Project in the reports that it files or submits under the Exchange Act is recorded, processed, summarized and reported within the time periods specified in the rules and forms of the SEC and that all such information required to be disclosed is accumulated and communicated to the management of Rubicon Project, as appropriate, to allow timely decisions regarding required disclosure and to enable the chief executive officer and chief financial officer of Rubicon Project to make the certifications required under the Exchange Act with respect to such reports.
(vi) Neither Rubicon Project nor any of its Subsidiaries is a party to, or has any commitment to become a party to, any joint venture, off-balance sheet partnership or any similar contract (including any contract or arrangement relating to any transaction or relationship between or among Rubicon Project and any of its Subsidiaries, on the one hand, and any unconsolidated Affiliate, 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 under the Exchange Act)), where the purpose or intended effect incurrence of such contract is to avoid disclosure of any material transaction involving, liabilities or material liabilities of, Rubicon Project or any of its Subsidiaries in Rubicon Project’s or such Subsidiary’s published financial statements or other Rubicon Project SEC Documentsobligations.
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Samples: Agreement and Plan of Merger (Globe Business Resources Inc)
