Common use of SEC Filings and Related Matters Clause in Contracts

SEC Filings and Related Matters. (i) The VBV Subsidiary Ethanol Grain Processors, LLC (for the purposes of this Section 3.2(bb) only, “EGP”), filed (or, where permitted, furnished) all reports, schedules, forms, statements and other documents (including exhibits and all other information incorporated therein) required to be filed (or furnished) under the Securities Act, the Securities Exchange Act or the Xxxxxxxx-Xxxxx Act of 2002 (including the rules and regulations thereunder) by EGP with the SEC between December 30, 2005 and the date on which EGP’s reporting obligations were suspended pursuant to Rule 15d-6 under the Securities Exchange Act (such documents, together with any documents filed during such period by EGP with the SEC on a voluntary basis on Current Reports on Form 8-K, collectively, the “EGP SEC Documents”). As of their respective dates, the EGP SEC Documents complied in all material respects with the requirements of the Securities Act and the Securities Exchange Act, in each case to the extent applicable to such EGP SEC Documents, and none of the EGP SEC Documents when filed (and, in the case of any registration statement under the Securities Act, at the time it was declared effective) 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. Except to the extent that information contained in any EGP SEC Document has been revised, amended, supplemented or superseded by a later filed EGP SEC Document, none of the EGP SEC Documents contains any untrue statement of a material fact or omits to state any material fact required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. The financial statements of EGP included in the EGP SEC Documents complied as to form, as of their respective dates of filing with the SEC, in all material respects with the applicable accounting requirements and the published rules and regulations of the SEC with respect thereto, were prepared in accordance with GAAP (except, in the case of unaudited statements, as permitted by Form 10-QSB and Regulation S-B of the SEC) applied on a consistent basis during the periods involved (except as may be indicated in the notes thereto) and fairly presented in all material respects the consolidated financial position of EGP 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 recurring year-end audit adjustments and the absence of footnotes if applicable).

SEC Filings and Related Matters. (i) The VBV Subsidiary Ethanol Grain ProcessorsCompany has filed all forms, LLC (for the purposes of this Section 3.2(bb) only, “EGP”), filed (or, where permitted, furnished) all reports, schedules, forms, statements and other documents (including exhibits and all other information incorporated therein) required to be filed (or furnished) under the Securities Act, the Securities Exchange Act or the Xxxxxxxx-Xxxxx Act of 2002 (including the rules and regulations thereunder) by EGP with the SEC between December 30U.S. Securities and Exchange Commission (the "SEC"), 2005 and the date including, without limitation, (a) all Annual Reports on which EGP’s reporting obligations were suspended pursuant Form 10-K, (b) all Quarterly Reports on Form 10-Q, (c) all proxy statements relating to Rule 15d-6 under the Securities Exchange Act meetings of shareholders (such documentswhether annual or special), together with any documents filed during such period by EGP with the SEC on a voluntary basis on Current (d) all Reports on Form 8-K, collectively(e) all other reports, documents, notices and/or registration statements required to be filed with the “EGP SEC, and (f) all amendments and supplements to all such reports, documents, notices or registration statements required to be filed with the SEC Documents”(all such filings being referred to hereinafter as the "SEC Reports"). As All of their respective dates, the EGP SEC Documents complied Reports were prepared in all material respects in accordance with the requirements of the Securities Act of 1933 as amended (the "1933 Act") and the Securities Exchange ActAct of 1934 as amended, in each case to and the extent rules and regulations of the SEC thereunder applicable to such EGP SEC DocumentsReports, and none of the EGP SEC Documents when filed (and, in the case of any registration statement under the Securities Act, did not at the time it was declared effective) contained they were filed and as of the date hereof, and, with respect to registration statements as of their effective dates, 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. Except to the extent that information contained in any EGP SEC Document has been revised, amended, supplemented or superseded by a later filed EGP SEC Document, none of the EGP SEC Documents contains any untrue statement of a material fact or omits to state 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. The financial statements of EGP included contained in the EGP SEC Documents complied as to form, as of their respective dates of filing with the SEC, in all material respects with the applicable accounting requirements and the published rules and regulations of the SEC with respect thereto, were prepared in accordance with GAAP (except, in the case of unaudited statements, as permitted by Company's Annual Report on Form 10-QSB K for the fiscal year ended February 28, 2011 and Regulation Sthe Company's Quarterly Reports on Form 10-B of Q for the SECsix months ended August 31, 2011 (collectively, the "Financial Statements") applied on a consistent basis during the periods involved (except as may be indicated in the notes thereto) fully and fairly presented in all material respects set forth the consolidated financial position of EGP the Company as of the dates thereof and the consolidated results of their operations and cash flows for the periods then ended (subjectindicated and have been prepared in accord-ance with account-ing principles applied on a consistent basis. There is no basis for the assertion of any liabilities or obligations, either accrued, absolute, contingent, or otherwise, which might adversely affect the Company, or the value, use, operation or enjoyment of the assets of the Company and which is not expressly set forth on the balance sheet of the Company as of August 31, 2011 contained in the case Quarterly Reports on Form 10-Q for the six months ended as of unaudited statementssuch date (the "Balance Sheet"). The Company maintains a system of internal accounting controls sufficient to provide reasonable assurance that (i) transactions are executed in accordance with management's general or specific authorizations, (ii) transactions are recorded as necessary to permit preparation of financial statements in conformity with generally accepted accounting principles, consistently applied ("GAAP"), to normal recurring yearmaintain asset accountability and to provide reasonable assurance regarding the reliability of financial reporting, (iii) access to assets is permitted only in accordance with management's general or specific authorization, (iv) the recorded accountability for assets is compared with the existing assets at reasonable intervals and appropriate actions are taken with respect to any differences and (v) accounts, notes and other receivables and inventory are recorded accurately, and proper and adequate procedures are implement to collect such accounts, notes and receivables on a timely basis. There are no significant deficiencies or material weaknesses in the design or operation of internal controls over financial reporting that are reasonably likely to adversely affect the Company's ability to record, process, summarize and report financial information. Neither the Company, nor any officer or employee (including any employee director) of the Company, and, to the knowledge of the Inside Seller, no non-end audit adjustments and employee director, auditor, accountant, attorney or representative of the absence Company has received or otherwise had or obtained knowledge of footnotes if applicable)(i) any written complaint, allegation, assertion or claim regarding the accounting or auditing practices, procedures, methodologies, or methods of the Company or its internal accounting controls, including any complaint, allegation, assertion or claim that the Company has engaged in questionable accounting or auditing practices, or (ii) any fraud, whether or not material, that involves management or other employees of the Company who have a significant role in the Company's internal controls. No attorney representing the Company, whether or not employed by the Company, has reported evidence of a violation of securities laws, breach of fiduciary duty or similar violation by the Company or any of its officers, directors, employees or agents.

SEC Filings and Related Matters. (i) The VBV Subsidiary Ethanol Grain Processors, LLC (for the purposes of this Section 3.2(bb) only, “EGP”), filed (or, where permitted, furnished) all reports, schedules, forms, statements and other documents (including exhibits and all other information incorporated therein) required to be filed (or furnished) under the Securities Act, the Securities Exchange Act or the XxxxxxxxSxxxxxxx-Xxxxx Act of 2002 (including the rules and regulations thereunder) by EGP with the SEC between December 30, 2005 and the date on which EGP’s reporting obligations were suspended pursuant to Rule 15d-6 under the Securities Exchange Act (such documents, together with any documents filed during such period by EGP with the SEC on a voluntary basis on Current Reports on Form 8-K, collectively, the “EGP SEC Documents”). As of their respective dates, the EGP SEC Documents complied in all material respects with the requirements of the Securities Act and the Securities Exchange Act, in each case to the extent applicable to such EGP SEC Documents, and none of the EGP SEC Documents when filed (and, in the case of any registration statement under the Securities Act, at the time it was declared effective) 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. Except to the extent that information contained in any EGP SEC Document has been revised, amended, supplemented or superseded by a later filed EGP SEC Document, none of the EGP SEC Documents contains any untrue statement of a material fact or omits to state 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. The financial statements of EGP included in the EGP SEC Documents complied as to form, as of their respective dates of filing with the SEC, in all material respects with the applicable accounting requirements and the published rules and regulations of the SEC with respect thereto, were prepared in accordance with GAAP (except, in the case of unaudited statements, as permitted by Form 10-QSB and Regulation S-B of the SEC) applied on a consistent basis during the periods involved (except as may be indicated in the notes thereto) and fairly presented in all material respects the consolidated financial position of EGP 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 recurring year-end audit adjustments and the absence of footnotes if applicable).

SEC Filings and Related Matters. (i) The VBV Subsidiary Ethanol Grain Processors, LLC (for the purposes of this Section 3.2(bb) only, “"EGP”"), filed (or, where permitted, furnished) all reports, schedules, forms, statements and other documents (including exhibits and all other information incorporated therein) required to be filed (or furnished) under the Securities Act, the Securities Exchange Act or the Xxxxxxxx-Xxxxx Act of 2002 (including the rules and regulations thereunder) by EGP with the SEC between December 30, 2005 and the date on which EGP’s 's reporting obligations were suspended pursuant to Rule 15d-6 under the Securities Exchange Act (such documents, together with any documents filed during such period by EGP with the SEC on a voluntary basis on Current Reports on Form 8-K, collectively, the “"EGP SEC Documents”"). As of their respective dates, the EGP SEC Documents complied in all material respects with the requirements of the Securities Act and the Securities Exchange Act, in each case to the extent applicable to such EGP SEC Documents, and none of the EGP SEC Documents when filed (and, in the case of any registration statement under the Securities Act, at the time it was declared effective) 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. Except to the extent that information contained in any EGP SEC Document has been revised, amended, supplemented or superseded by a later filed EGP SEC Document, none of the EGP SEC Documents contains any untrue statement of a material fact or omits to state 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. The financial statements of EGP included in the EGP SEC Documents complied as to form, as of their respective dates of filing with the SEC, in all material respects with the applicable accounting requirements and the published rules and regulations of the SEC with respect thereto, were prepared in accordance with GAAP (except, in the case of unaudited statements, as permitted by Form 10-QSB and Regulation S-B of the SEC) applied on a consistent basis during the periods involved (except as may be indicated in the notes thereto) and fairly presented in all material respects the consolidated financial position of EGP 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 recurring year-end audit adjustments and the absence of footnotes if applicable).

SEC Filings and Related Matters. (i) The VBV Subsidiary Ethanol Grain Processors, LLC (for the purposes of this Section 3.2(bb) only, “EGP”), Green Plains has filed (or, where permitted, furnished) all reports, schedules, forms, statements and other documents (including exhibits and all other information incorporated therein) required to be filed (or furnished) under the Securities Act, the Securities Exchange Act or the Xxxxxxxx-Xxxxx Act of 2002 (including the rules and regulations thereunder) by EGP Green Plains or any of its Subsidiaries with the SEC between December 30since June 29, 2005 and the date on which EGP’s reporting obligations were suspended pursuant to Rule 15d-6 under the Securities Exchange Act 2004 (such documents, together with any documents filed during such period by EGP Green Plains with the SEC on a voluntary basis on Current Reports on Form 8-K, collectively, the “EGP "Green Plains SEC Documents”"). As of their respective dates, the EGP Green Plains SEC Documents complied in all material respects with the requirements of the Securities Act and the Securities Exchange Act, in each case to the extent applicable to such EGP Green Plains SEC Documents, and none of the EGP Green Plains SEC Documents when filed (and, in the case of any registration statement under the Securities Act, at the time it was declared effective) 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. Except to the extent that information contained in any EGP Green Plains SEC Document has been revised, amended, supplemented or superseded by a later filed EGP Green Plains SEC Document, none of the EGP Green Plains SEC Documents contains any untrue statement of a material fact or omits to state 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. The financial statements of EGP Green Plains included in the EGP Green Plains SEC Documents complied comply as to form, as of their respective dates of filing with the SEC, in all material respects with the applicable accounting requirements and the published rules and regulations of the SEC with respect thereto, were have been prepared in accordance with GAAP (except, in the case of unaudited statements, as permitted by Form 10-QSB Q and Regulation S-B X of the SEC) applied on a consistent basis during the periods involved (except as may be indicated in the notes thereto) and fairly presented present in all material respects the consolidated financial position of EGP Green Plains 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 recurring year-end audit adjustments and the absence of footnotes if applicable). Except for liabilities and obligations (i) reflected or reserved against in the Most Recent Balance Sheet (or described in the notes thereto) of Green Plains included in the Green Plains Filed SEC Documents, (ii) incurred in connection with this Agreement or the transactions contemplated by this Agreement or (iii) incurred since November 30, 2007, in the ordinary course of business, neither Green Plains nor any of its Subsidiaries has any liabilities or obligations of any nature (whether accrued, absolute, contingent or otherwise) that, individually or in the aggregate, have had or are reasonably likely to have a Material Adverse Effect on Green Plains.