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

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.

SEC Documents; Financial Statements; Undisclosed Liabilities. (ia) Rubicon Project The Company has filed or furnished furnished, as the case may be, 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 with or furnished to the SEC by the Company since January 1, 2017 2018 pursuant to the Securities Act and the Exchange Act (the forms, reports and other documents filed or furnished since January 1, 2018 and those filed or furnished subsequent to the date hereof as have been supplemented, modified or amended since the time of filing or furnishing, collectively, the “Rubicon Project Company SEC Documents”). As of their respective datesthe date of filing, in the case of Company SEC Documents filed pursuant to the Exchange Act (and to the extent such Company SEC Documents were amended, then as of the date of filing of such amendment), and as of the date of effectiveness in the case of Company SEC Documents filed pursuant to the Securities Act (and to the extent such Company SEC Documents were amended, then as of the date of effectiveness of such amendment), the Rubicon Project Company SEC Documents (i) complied as to form in all material respects with either the requirements of the Securities Act, the Exchange Act and or the Xxxxxxxx-Xxxxx ActAct of 2002, as the case may be, and the rules and regulations of promulgated thereunder, each as in effect on the SEC promulgated thereunder applicable to the Rubicon Project SEC Documents, date so filed or effective and none of the Rubicon Project SEC Documents when filed and at their respective effective times, if applicable, contained (ii) did not contain any untrue statement of a material fact or omitted omit to state a material fact required to be stated or incorporated by reference therein or necessary in order to make the statements made therein, in light of the circumstances under which they were made, not misleading. As misleading as of the its filing 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 Acteffective date (as applicable).

SEC Documents; Financial Statements; Undisclosed Liabilities. (ia) Rubicon Project The Company has filed or furnished furnished, as the case may be, 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 with or furnished to the SEC by the Company since January 1, 2017 pursuant to the Securities Act and the Exchange Act (the forms, reports and other documents filed or furnished since January 1, 2017 and those filed or furnished subsequent to the date hereof as have been supplemented, modified or amended since the time of filing or furnishing, collectively, the “Rubicon Project Company SEC Documents”). As of their respective datesthe date of filing, in the case of Company SEC Documents filed pursuant to the Exchange Act (and to the extent such Company SEC Documents were amended, then as of the date of filing of such amendment), and as of the date of effectiveness in the case of Company SEC Documents filed pursuant to the Securities Act (and to the extent such Company SEC Documents were amended, then as of the date of effectiveness of such amendment), the Rubicon Project Company SEC Documents (i) complied as to form in all material respects with either the requirements of the Securities Act, the Exchange Act and or the XxxxxxxxSxxxxxxx-Xxxxx ActAct of 2002, as the case may be, and the rules and regulations of promulgated thereunder, each as in effect on the SEC promulgated thereunder applicable to the Rubicon Project SEC Documents, date so filed or effective and none of the Rubicon Project SEC Documents when filed and at their respective effective times, if applicable, contained (ii) did not contain any untrue statement of a material fact or omitted omit to state a material fact required to be stated or incorporated by reference therein or necessary in order to make the statements made therein, in light of the circumstances under which they were made, not misleading. As misleading as of the its filing 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 Acteffective date (as applicable).

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.

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.

SEC Documents; Financial Statements; Undisclosed Liabilities. (ia) Rubicon Project Parent has filed with or furnished to the SEC all required registration statements, prospectuses, reports, schedules, forms, statements, certifications registration statements, prospectuses and other documents (including all exhibits and all financial statements required to be filed or furnished therewith and any other document or information required to be incorporated therein, regardless of when such exhibits and other information were filed) required by the Securities Act or the Exchange Act to be filed or furnished by Parent with the SEC since January 1December 31, 2017 (together with any documents filed with or furnished to the SEC during such period by Parent to the SEC on a voluntary basis and excluding the Form S-4, the “Rubicon Project Parent SEC Documents”). As of their its respective datesdate or, if amended, as of the Rubicon Project date of the last such amendment, each Parent SEC Documents Document complied when filed or furnished (or, if applicable, when amended) 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 Parent SEC Documents when filed and or furnished (or, in the case of a registration statement filed under the Securities Act, at their respective the time it was declared effective times, if applicable, or subsequently amended) 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 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 Parent Subsidiary of Rubicon Project is, or has at any time since January 1December 31, 2017 2017, been, required to file reports with the SEC pursuant subject to the periodic reporting requirements of the Exchange ActAct or is or has been otherwise required to file any report, schedule, form, statement, registration statement, prospectus or other document with the SEC.