Common use of SEC Documents; Financial Statements; Undisclosed Liabilities Clause in Contracts

SEC Documents; Financial Statements; Undisclosed Liabilities. (i) Raytheon 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 “Raytheon SEC Documents”). As of their respective dates, the Raytheon 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 Raytheon SEC Documents, and none of the Raytheon 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 Raytheon SEC Documents, and, to the knowledge of Raytheon, none of the Raytheon SEC Documents is the subject of any outstanding SEC comment or investigation. No subsidiary of Raytheon is required to file reports with the SEC pursuant to the requirements of the Exchange Act.

Appears in 2 contracts

Samples: Agreement and Plan of Merger (United Technologies Corp /De/), Agreement and Plan of Merger (Raytheon Co/)

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SEC Documents; Financial Statements; Undisclosed Liabilities. (i) Raytheon Amedisys 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 2021 (the “Raytheon Amedisys SEC Documents”). As of their respective dates, the Raytheon Amedisys SEC Documents complied in all material respects with the requirements of the Securities Act of 1933, as amended 1933 (the “Securities Act”), the Exchange Act and the XxxxxxxxSxxxxxxx-Xxxxx Act of 2002, as amended 2002 (the “XxxxxxxxSxxxxxxx-Xxxxx Act”), as the case may be, and the rules and regulations of the SEC promulgated thereunder applicable to the Raytheon Amedisys SEC Documents, and none of the Raytheon Amedisys 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 Raytheon Amedisys SEC Documents, and, to the knowledge of RaytheonAmedisys, none of the Raytheon Amedisys SEC Documents is the subject of any outstanding SEC comment or investigation. No subsidiary of Raytheon Amedisys is required to file reports with the SEC pursuant to the requirements of the Exchange Act.

Appears in 2 contracts

Samples: Agreement and Plan of Merger (Option Care Health, Inc.), Agreement and Plan of Merger (Amedisys Inc)

SEC Documents; Financial Statements; Undisclosed Liabilities. (i) Raytheon Telaria 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 “Raytheon Telaria SEC Documents”). As of their respective dates, the Raytheon Telaria 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 Raytheon Telaria SEC Documents, and none of the Raytheon Telaria 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 Raytheon Telaria SEC Documents, and, to the knowledge Knowledge of RaytheonTelaria, none of the Raytheon Telaria SEC Documents is the subject of any outstanding SEC comment or investigation. No subsidiary Subsidiary of Raytheon is Telaria is, or has at any time since January 1, 2017 been, required to file reports with the SEC pursuant to the requirements of the Exchange Act.

Appears in 2 contracts

Samples: Agreement and Plan of Merger (Telaria, Inc.), Agreement and Plan of Merger (Rubicon Project, Inc.)

SEC Documents; Financial Statements; Undisclosed Liabilities. (i) Raytheon 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 “Raytheon MWV SEC Documents”). As of their respective dates, the Raytheon 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 Raytheon MWV SEC Documents, and none of the Raytheon 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 Raytheon MWV SEC Documents, and, to the knowledge of RaytheonMWV, none of the Raytheon MWV SEC Documents is the subject of any outstanding SEC comment or outstanding SEC investigation. No subsidiary of Raytheon is required to file reports with the SEC pursuant to the requirements of the Exchange Act.

Appears in 2 contracts

Samples: Business Combination Agreement (MEADWESTVACO Corp), Business Combination Agreement (Rock-Tenn CO)

SEC Documents; Financial Statements; Undisclosed Liabilities. (i) Raytheon 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 “Raytheon Janus SEC Documents). As of their respective dates, the Raytheon 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 Raytheon Janus SEC Documents, and none of the Raytheon 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 Raytheon Janus SEC DocumentsDocument, and, to the knowledge of RaytheonJanus, none of the Raytheon no Janus SEC Documents Document is the subject of any outstanding SEC comment or outstanding SEC investigation. No subsidiary of Raytheon is required to file reports with the SEC pursuant to the requirements of the Exchange Act.

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) Raytheon has Marriott 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 “Raytheon Marriott SEC Documents”). As of their respective datesdates (or, if amended, as of the date of such amendment), the Raytheon Marriott 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 Raytheon Marriott SEC Documents, and none of the Raytheon Marriott 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 Raytheon Marriott SEC Documents, and, to the knowledge of RaytheonMarriott, none of the Raytheon Marriott SEC Documents is the subject of any outstanding SEC comment or outstanding SEC investigation. No subsidiary of Raytheon is required to file reports with the SEC pursuant to the requirements of the Exchange Act.

Appears in 2 contracts

Samples: Agreement and Plan of Merger (Marriott International Inc /Md/), Agreement and Plan of Merger (Starwood Hotel & Resorts Worldwide, Inc)

SEC Documents; Financial Statements; Undisclosed Liabilities. (i) Raytheon Amedisys 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 2021 (the “Raytheon Amedisys SEC Documents”). As of their respective dates, the Raytheon Amedisys SEC Documents complied in all material respects with the requirements of the Securities Act of 1933, as amended 1933 (the “Securities Act”), the Exchange Act and the Xxxxxxxx-Xxxxx Act of 2002, as amended 2002 (the “Xxxxxxxx-Xxxxx Act”), as the case may be, and the rules and regulations of the SEC promulgated thereunder applicable to the Raytheon Amedisys SEC Documents, and none of the Raytheon Amedisys 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 Raytheon Amedisys SEC Documents, and, to the knowledge of RaytheonAmedisys, none of the Raytheon Amedisys SEC Documents is the subject of any outstanding SEC comment or investigation. No subsidiary of Raytheon Amedisys is required to file reports with the SEC pursuant to the requirements of the Exchange Act.

Appears in 2 contracts

Samples: Agreement and Plan of Merger (Amedisys Inc), Agreement and Plan of Merger

SEC Documents; Financial Statements; Undisclosed Liabilities. (i) Raytheon 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 “Raytheon Orion SEC Documents”). As of their respective dates, the Raytheon 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 Raytheon Orion SEC Documents, and none of the Raytheon 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 Raytheon Orion SEC Documents, and, to the knowledge of RaytheonOrion, none of the Raytheon Orion SEC Documents is the subject of any outstanding SEC comment or outstanding SEC investigation. No subsidiary of Raytheon is required to file reports with the SEC pursuant to the requirements of the Exchange Act.

Appears in 2 contracts

Samples: Agreement and Plan of Merger (Dupont E I De Nemours & Co), Agreement and Plan of Merger (Dow Chemical Co /De/)

SEC Documents; Financial Statements; Undisclosed Liabilities. (i) Raytheon OPCH 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 2021 (the “Raytheon OPCH SEC Documents”). As of their respective dates, the Raytheon OPCH 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 “XxxxxxxxSxxxxxxx-Xxxxx Act”), as the case may be, and the rules and regulations of the SEC promulgated thereunder applicable to the Raytheon OPCH SEC Documents, and none of the Raytheon OPCH 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 Raytheon OPCH SEC Documents, and, to the knowledge of RaytheonOPCH, none of the Raytheon OPCH SEC Documents is the subject of any outstanding SEC comment or investigation. No subsidiary of Raytheon OPCH is required to file reports with the SEC pursuant to the requirements of the Exchange Act.

Appears in 2 contracts

Samples: Agreement and Plan of Merger (Amedisys Inc), Agreement and Plan of Merger (Option Care Health, Inc.)

SEC Documents; Financial Statements; Undisclosed Liabilities. (i) Raytheon has Sprint and its subsidiaries have filed or furnished all required registration statements, prospectuses, reports, schedules, forms, statements, certifications and other documents (including all exhibits and all other information filed therewith or incorporated thereintherein (including by reference), regardless of when such exhibits and other information were filed) with the SEC since January 1, 2017 2016 (the “Raytheon Sprint SEC Documents”). As of their respective dates, the Raytheon Sprint 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 Raytheon Sprint SEC Documents, and none of the Raytheon Sprint 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. Prior to the date of this Agreement, Sprint has furnished to T-Mobile true and complete copies of all comment letters from the SEC since January 1, 2016 through the date of this Agreement with respect to any of the Sprint SEC Documents, together with all written responses of Sprint thereto, other than any such letters and responses that are publicly available on the SEC’s Electronic Data Gathering, Analysis and Retrieval database (“XXXXX”) prior to the date of this Agreement. As of the date of this Agreement, there are no outstanding or unresolved comments received from the SEC with respect to any of the Raytheon Sprint SEC Documents, and, to the knowledge of RaytheonSprint, none of the Raytheon Sprint SEC Documents is the subject of any outstanding SEC comment or investigation. No subsidiary of Raytheon Sprint is required to file periodic reports with the SEC pursuant to the requirements of the Exchange Act.

Appears in 2 contracts

Samples: Support Agreement (T-Mobile US, Inc.), Support Agreement (SPRINT Corp)

SEC Documents; Financial Statements; Undisclosed Liabilities. (ia) Raytheon has Copper 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 “Raytheon Copper SEC Documents”). As of their respective dates, the Raytheon Copper SEC Documents complied Document complied, as of its filing date (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 Raytheon Copper SEC Documents, and none of the Raytheon Copper 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; 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 Copper 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 Raytheon Copper SEC Documents, and, to the knowledge Knowledge of RaytheonCopper, none of the Raytheon Copper SEC Documents is the subject of any outstanding SEC comment or outstanding SEC investigation. No subsidiary of Raytheon is required to file reports with the SEC pursuant to the requirements of the Exchange Act.

Appears in 1 contract

Samples: Agreement and Plan of Merger (Cedar Fair L P)

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SEC Documents; Financial Statements; Undisclosed Liabilities. (i) Raytheon has Parent 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 (the “Raytheon Parent SEC Documents”). As of their respective dates, the Raytheon Parent SEC Documents complied (or with respect to Parent 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 “XxxxxxxxSxxxxxxx-Xxxxx Act”), as the case may be, and the rules and regulations of the SEC promulgated thereunder applicable to the Raytheon Parent SEC Documents, and none of the Raytheon Parent SEC Documents when filed and and, if applicable, at their respective effective timestimes contained (or with respect to Parent 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 Raytheon Parent SEC Documents, and, to the knowledge of RaytheonParent, none of the Raytheon Parent SEC Documents is the subject of any outstanding SEC comment or outstanding SEC investigation. No subsidiary of Raytheon is required to file reports with the SEC pursuant to the requirements of the Exchange Act.

Appears in 1 contract

Samples: Agreement and Plan of Merger (IHS Markit Ltd.)

SEC Documents; Financial Statements; Undisclosed Liabilities. (i) Raytheon 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 “Raytheon MWV SEC Documents”). As of their respective dates, the Raytheon 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 Raytheon MWV SEC Documents, and none of the Raytheon 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 Raytheon MWV SEC Documents, and, to the knowledge of RaytheonMWV, none of the Raytheon MWV SEC Documents is the subject of any outstanding SEC comment or outstanding SEC investigation. No subsidiary of Raytheon is required to file reports with the SEC pursuant to the requirements of the Exchange Act.

Appears in 1 contract

Samples: Business Combination Agreement (Rock-Tenn CO)

SEC Documents; Financial Statements; Undisclosed Liabilities. (i) Raytheon has Parent 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 (the “Raytheon Parent SEC Documents”). As of their respective dates, the Raytheon Parent SEC Documents complied (or with respect to Parent 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 Raytheon Parent SEC Documents, and none of the Raytheon Parent SEC Documents when filed and and, if applicable, at their respective effective timestimes contained (or with respect to Parent 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 Raytheon Parent SEC Documents, and, to the knowledge of RaytheonParent, none of the Raytheon Parent SEC Documents is the subject of any outstanding SEC comment or outstanding SEC investigation. No subsidiary of Raytheon is required to file reports with the SEC pursuant to the requirements of the Exchange Act.

Appears in 1 contract

Samples: Agreement and Plan of Merger (S&P Global Inc.)

SEC Documents; Financial Statements; Undisclosed Liabilities. (ia) Raytheon 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 “Raytheon Steel SEC Documents”). As of their respective dates, the Raytheon 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 Raytheon Steel SEC Documents, and none of the Raytheon 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 Raytheon Steel SEC Documents, and, to the knowledge Knowledge of RaytheonSteel, none of the Raytheon Steel SEC Documents is the subject of any outstanding SEC comment or outstanding SEC investigation. No subsidiary of Raytheon is required to file reports with the SEC pursuant to the requirements of the Exchange Act.

Appears in 1 contract

Samples: Agreement and Plan of Merger (Cedar Fair L P)

SEC Documents; Financial Statements; Undisclosed Liabilities. (i) Raytheon Bxxxx 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 October 1, 2017 2022 (the “Raytheon Bxxxx SEC Documents”). As of their respective dates, the Raytheon Bxxxx SEC Documents complied in all material respects with the requirements of the Securities Act of 1933, as amended 1933 (the “Securities Act”), the Exchange Act and the XxxxxxxxSxxxxxxx-Xxxxx Act of 2002, as amended 2002 (the “XxxxxxxxSxxxxxxx-Xxxxx Act”), as the case may be, and the rules and regulations of the SEC promulgated thereunder applicable to the Raytheon Bxxxx SEC Documents, and none of the Raytheon Bxxxx 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 Raytheon Bxxxx SEC Documents, and, to the knowledge of RaytheonBxxxx, none of the Raytheon Bxxxx SEC Documents is the subject of any outstanding SEC comment or investigation. No subsidiary Subsidiary of Raytheon Bxxxx is 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 Bxxxx and its Subsidiaries included in the Bxxxx SEC Documents (the “Bxxxx Financial Statements”) were prepared in all material respects in accordance with United States 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 Bxxxx 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). (iii) Except (A) as reflected or reserved against in Bxxxx’x audited balance sheet as of September 30, 2023 (or the notes thereto) included in Bxxxx’x Annual Report on Form 10-K filed with the SEC on November 17, 2023, (B) for liabilities and obligations incurred in the ordinary course of business since September 30, 2023, and (C) for liabilities and obligations incurred in connection with or contemplated by this Agreement, neither Bxxxx 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 Berry and its Subsidiaries (or in the notes thereto) that, individually or in the aggregate, would reasonably be expected to have a Material Adverse Effect on Bxxxx. (iv) Bxxxx 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 or the Board of Directors of Bxxxx and (C) regarding prevention or timely detection of the unauthorized acquisition, use or disposition of Bxxxx’x properties or assets. Since October 1, 2022, none of Bxxxx, Bxxxx’x independent accountants, the Board of Directors of Bxxxx or its audit committee has identified or been made aware of any (1) “significant deficiency” in the internal controls over financial reporting of Bxxxx that would be material to Bxxxx and its Subsidiaries, taken as a whole, (2) “material weakness” in the internal controls over financial reporting of Bxxxx, (3) fraud, whether or not material, that involves management or other employees of Bxxxx who have a significant role in the internal controls over financial reporting of Bxxxx or (4) bona fide complaints regarding a material violation of accounting procedures, internal accounting controls or auditing matters, including from employees of Berry or any of its Subsidiaries regarding questionable accounting, auditing or legal compliance matters. (v) The “disclosure controls and procedures” (as defined in Rules 13a-15(e) and 15d-15(e) of the Exchange Act) utilized by Bxxxx are reasonably designed to ensure that all material information (both financial and non-financial) required to be disclosed by Bxxxx 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 material information required to be disclosed is accumulated and communicated to the management of Bxxxx, as appropriate, to allow timely decisions regarding required disclosure and to enable the chief executive officer and chief financial officer of Bxxxx to make the certifications required under the Exchange Act with respect to such reports. (vi) Neither Bxxxx 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 relating to any transaction or relationship between or among Bxxxx 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, Bxxxx or any of its Subsidiaries in Bxxxx’x or such Subsidiary’s published financial statements or other Bxxxx SEC Documents.

Appears in 1 contract

Samples: Agreement and Plan of Merger (Berry Global Group, Inc.)

SEC Documents; Financial Statements; Undisclosed Liabilities. (i) Raytheon has MVW 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 “Raytheon MVW SEC Documents”). As of their respective datesdates (or, if amended, as of the date of such amendment), the Raytheon MVW 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 Raytheon MVW SEC Documents, and none of the Raytheon MVW 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 Raytheon MVW SEC Documents, and, to the knowledge of RaytheonMVW, none of the Raytheon MVW SEC Documents is the subject of any outstanding SEC comment or outstanding SEC investigation. No subsidiary of Raytheon is required to file reports with the SEC pursuant to the requirements of the Exchange Act.

Appears in 1 contract

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

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