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

SEC Documents; Financial Statements; Undisclosed Liabilities. (i) 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) with the SEC since December 1, 2012 (the “Company SEC Documents”). As of their respective dates, the 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 Company SEC Documents, and none of the 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 Company SEC Documents, and, to the knowledge of the Company, none of the Company SEC Documents is the subject of any outstanding SEC comment or outstanding SEC investigation.

Appears in 1 contract

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

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SEC Documents; Financial Statements; Undisclosed Liabilities. (i) The Company Parent and its subsidiaries 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) with the SEC since December January 1, 2012 2013 (the “Company Parent SEC Documents”). As of their respective datesdates (or, if amended, as of the date of such amendment), the Company Parent 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 Company Parent SEC Documents, and none of the Company Parent 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 Company Parent SEC Documents, and, to the knowledge Knowledge of the CompanyParent, none of the Company Parent SEC Documents is the subject of any outstanding SEC comment or outstanding SEC investigation.

Appears in 1 contract

Samples: Agreement and Plan of Merger (Jarden Corp)

SEC Documents; Financial Statements; Undisclosed Liabilities. (ia) The Company and its subsidiaries have Parent has filed or furnished all required registration statements, prospectuses, material reports, schedules, forms, statements, certifications statements and other documents (including exhibits and all other information incorporated therein) with the SEC required to be filed by Parent pursuant to the Securities Act of 1933 (together with the rules and regulations promulgated thereunder, the “Securities Act”) or the Exchange Act since December October 1, 2012 2016 (the “Company SEC Documents”). As of their respective datesdates of filing, the Company SEC Documents complied as to form in all material respects with the requirements of the Securities Act of 1933, as amended (the “Securities Act”), the Exchange Act 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 thereto, and except to the Company extent amended or superseded by a subsequent filing with the SEC Documentsprior to the date of this Agreement, and as of such respective dates, none of the 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 There are no outstanding or unresolved comments received in comment letters from the SEC staff with respect to any of the Company SEC Documents, and, to . To the knowledge Knowledge of the CompanySeller, none of the Company SEC Documents is the subject of any outstanding ongoing SEC comment review or outstanding SEC investigation.

Appears in 1 contract

Samples: Asset Purchase Agreement

SEC Documents; Financial Statements; Undisclosed Liabilities. (ia) The Company and its subsidiaries have has filed or furnished all required registration statements, prospectuses, material reports, schedules, forms, statements, certifications statements and other documents (including exhibits and all other information incorporated therein) with the SEC required to be filed by the Company pursuant to the Securities Act of 1933 (together with the rules and regulations promulgated thereunder, the “Securities Act”) or the Exchange Act since December 128, 2012 2014 (the “Company SEC Documents”). As of their respective dateseffective dates (in the case of SEC Documents that are registration statements filed pursuant to the requirements of the Securities Act) and as of their respective dates of filing (in the case of all other SEC Documents), the Company SEC Documents complied as to form in all material respects with the requirements of the Securities Act of 1933, as amended (the “Securities Act”), the Exchange Act 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 thereto, and except to the Company extent amended or superseded by a subsequent filing with the SEC Documentsprior to the date of this Agreement, and as of such respective dates, none of the 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. None of the Company’s Subsidiaries is separately subject to the periodic reporting requirements of the Exchange Act. As of the date of this Agreementhereof, there are no outstanding or unresolved comments received in comment letters from the SEC staff with respect to any of the Company SEC Documents, and, to . To the knowledge Knowledge of the Company, as of the date hereof, none of the Company SEC Documents is the subject of any outstanding ongoing SEC comment review or outstanding SEC investigation.

Appears in 1 contract

Samples: Agreement and Plan of Merger (Buffalo Wild Wings Inc)

SEC Documents; Financial Statements; Undisclosed Liabilities. (i) The Company and its subsidiaries have 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 December January 1, 2012 2021 (the “Company OPCH SEC Documents”). As of their respective dates, the Company 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 “Xxxxxxxx-Xxxxx Act”), as the case may be, and the rules and regulations of the SEC promulgated thereunder applicable to the Company OPCH SEC Documents, and none of the Company 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 Company OPCH SEC Documents, and, to the knowledge of the CompanyOPCH, none of the Company OPCH SEC Documents is the subject of any outstanding SEC comment or outstanding investigation. No subsidiary of OPCH is required to file reports with the SEC investigationpursuant to the requirements of the Exchange Act.

Appears in 1 contract

Samples: Agreement and Plan of Merger

SEC Documents; Financial Statements; Undisclosed Liabilities. (ia) The Company and its subsidiaries have has timely 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) with the SEC required to be filed by the Company pursuant to the Securities Act of 1933 (together with the rules and regulations promulgated thereunder, the “Securities Act”) or the Exchange Act since December January 1, 2012 2018 (the “Company SEC Documents”). As of their respective dateseffective dates (in the case of SEC Documents that are registration statements filed pursuant to the requirements of the Securities Act) and as of their respective dates of filing (in the case of all other SEC Documents), the Company SEC Documents complied as to form 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 of 2002, as amended (the “Xxxxxxxx-Xxxxx Act”), as the case may be, and the rules and regulations of the SEC promulgated thereunder applicable thereto, the applicable requirements of Nasdaq and the Xxxxxxxx-Xxxxx Act of 2002 and except to the Company extent amended or superseded by a subsequent filing with the SEC Documentsprior to the date of this Agreement, and as of such dates, none of the 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 made therein, in light of the circumstances under which they were made, not misleading. None of the Company’s Subsidiaries is subject to the periodic reporting requirements of the Exchange Act. As of the date of this Agreement, there are no outstanding or unresolved comments received in comment letters from the SEC staff with respect to any of the Company SEC Documents, and. As of the date of this Agreement, to the knowledge Knowledge of the Company, none of the Company SEC Documents is the subject of any outstanding ongoing SEC comment review or outstanding SEC investigation.

Appears in 1 contract

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

SEC Documents; Financial Statements; Undisclosed Liabilities. (i) 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) with the SEC since December 1, 2012 (the “Company SEC Documents”). As of their respective dates, the 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 XxxxxxxxSxxxxxxx-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 Company SEC Documents, and none of the 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 Company SEC Documents, and, to the knowledge of the Company, none of the Company SEC Documents is the subject of any outstanding SEC comment or outstanding SEC investigation.

Appears in 1 contract

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

SEC Documents; Financial Statements; Undisclosed Liabilities. (i) The Company and its subsidiaries 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) with the SEC since December January 1, 2012 2013 (the “Company SEC Documents”). As of their respective datesdates (or, if amended, as of the date of such amendment), the 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 Company SEC Documents, and none of the Company 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 Company SEC Documents, and, to the knowledge Knowledge of the Company, none of the Company SEC Documents is the subject of any outstanding SEC comment or outstanding SEC investigation.

Appears in 1 contract

Samples: Agreement and Plan of Merger (Jarden Corp)

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SEC Documents; Financial Statements; Undisclosed Liabilities. (ia) The Company and its subsidiaries have Parent has filed or furnished all required registration statements, prospectuses, material reports, schedules, forms, statements, certifications statements and other documents (including exhibits and all other information incorporated therein) with the SEC required to be filed by Parent pursuant to the Securities Act of 1933 (together with the rules and regulations promulgated thereunder, the “Securities Act”) or the Exchange Act since December October 1, 2012 2016 (the “Company SEC Documents”). As of their respective datesdates of filing, the Company SEC Documents complied as to form in all material respects with the requirements of the Securities Act of 1933, as amended (the “Securities Act”), the Exchange Act 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 thereto, and except to the Company extent amended or superseded by a subsequent filing with the SEC Documentsprior to the date of this Agreement, and as of such respective dates, none of the 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 4832-2222-1976\19 were made, not misleading. As of the date of this Agreement, there There are no outstanding or unresolved comments received in comment letters from the SEC staff with respect to any of the Company SEC Documents, and, to . To the knowledge Knowledge of the CompanySeller, none of the Company SEC Documents is the subject of any outstanding ongoing SEC comment review or outstanding SEC investigation.

Appears in 1 contract

Samples: Asset Purchase Agreement (Advanced BioEnergy, LLC)

SEC Documents; Financial Statements; Undisclosed Liabilities. (i) The Company and its subsidiaries 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) with the SEC since December July 1, 2012 2015 (the Company SEC Documents). As of their respective dates, the 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 Company SEC Documents, including Industry Guide 7, and none of the 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 Company SEC Documents, and, to the knowledge of the Company, none of the Company SEC Documents is the subject of any outstanding SEC comment or outstanding SEC investigation.

Appears in 1 contract

Samples: Stockholders Agreement (Fairmount Santrol Holdings Inc.)

SEC Documents; Financial Statements; Undisclosed Liabilities. (ia) The Parent has filed with the SEC, and has heretofore made available to the Company (by public filing with the SEC or otherwise) correct and its subsidiaries have filed or furnished 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) required to be filed with the SEC by Parent since December January 1, 2012 2003 (collectively, the “Company Parent SEC Documents”). As of their its respective datesfiling date, the Company each Parent SEC Documents Document 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 Securities 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 Parent SEC Document. Except to the Company extent that information contained in any Parent SEC DocumentsDocument filed and publicly available prior to the date of this Agreement has been revised or superseded by a later filed Parent SEC Document, and none of the Company Parent 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 Company SEC Documents, and, to the knowledge of the Company, none of the Company SEC Documents is the subject of any outstanding SEC comment or outstanding SEC investigation.

Appears in 1 contract

Samples: Agreement and Plan of Merger (Ventas Inc)

SEC Documents; Financial Statements; Undisclosed Liabilities. (ia) The Company and its subsidiaries have has filed or furnished all required registration statements, prospectuses, material reports, schedules, forms, statements, certifications statements and other documents (including exhibits and all other information incorporated therein) with the SEC required to be filed by the Company pursuant to the Securities Act of 1933 (together with the rules and regulations promulgated thereunder, the “Securities Act”) or the Exchange Act since December 1August 26, 2012 2013 (the “Company SEC Documents”). As of their respective dateseffective dates (in the case of SEC Documents that are registration statements filed pursuant to the requirements of the Securities Act) and as of their respective dates of filing (in the case of all other SEC Documents), the Company SEC Documents complied as to form in all material respects with the requirements of the Securities Act of 1933, as amended (the “Securities Act”), the Exchange Act Act, and the XxxxxxxxSxxxxxxx-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 thereto, and except to the Company extent amended or superseded by a subsequent filing with the SEC Documentsprior to the date of this Agreement, and as of such respective dates, none of the 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. None of the Company’s Subsidiaries is subject to the periodic reporting requirements of the Exchange Act. As of the date of this Agreementhereof, there are no outstanding or unresolved comments received in comment letters from the SEC staff with respect to any of the Company SEC Documents, and, to . To the knowledge Knowledge of the Company, as of the date hereof, none of the Company SEC Documents is the subject of any outstanding ongoing SEC comment review or outstanding SEC investigation.

Appears in 1 contract

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

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