Common use of SEC Filings and the Xxxxxxxx-Xxxxx Act Clause in Contracts

SEC Filings and the Xxxxxxxx-Xxxxx Act. (a) All of the reports, statements, schedules, forms and other documents filed or required to be filed by Parent with the SEC (such reports, statements, schedules, forms and other documents filed by Parent and those filed by Parent subsequent to the date of this Agreement, collectively, and in each case including all exhibits and schedules thereto and documents incorporated by reference therein, the “Parent SEC Documents”) and all of the reports, statements, schedules, forms and other documents furnished or required to be furnished by Parent to the SEC (such reports, statements, schedules, forms and other documents furnished by Parent and those furnished by Parent subsequent to the date of this Agreement, collectively, the “Parent Furnished Documents”), in each case in respect of reporting periods commencing on or after the Distribution Date, have been timely filed or furnished, as applicable. As of their respective filing dates (or, if amended prior to the date of this Agreement, as of the date of such amendment), such Parent SEC Documents complied, or, if not yet filed or furnished, will comply, as to form in all material respects with applicable Law, including the Securities Act, the Exchange Act and the Xxxxxxxx-Xxxxx Act, as applicable, and none of such Parent SEC Documents as of their respective filing dates (or, if amended prior to the date of this Agreement, as of the date of such amendment) contained, and no Parent SEC Document as of their respective filing date will contain, any untrue statement of a material fact or omitted to state a material fact required to be stated therein and 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 staff with respect to Parent SEC Documents or Parent Furnished Documents. To the knowledge of Parent, as of the date hereof, there are no internal or third party investigations regarding accounting practices of Parent.

SEC Filings and the Xxxxxxxx-Xxxxx Act. (a) All of the Company SEC Documents filed by the Company with the SEC, and all of the reports, statements, schedules, forms and other documents filed or required to be filed by Parent with the SEC (such reports, statements, schedules, forms and other documents filed by Parent and those filed by Parent subsequent to the date of this Agreement, collectively, and in each case including all exhibits and schedules thereto and documents incorporated by reference therein, the “Parent SEC Documents”) and all of the reports, statements, schedules, forms and other documents furnished or required to be furnished by Parent the Company to the SEC (such reports, statements, schedules, forms and other documents furnished by Parent and those furnished by Parent subsequent to the date of this Agreement, collectively, the “Parent Furnished Documents”), in each case in respect of reporting periods commencing on or after January 1, 2012 (including any notice required under Section 13(r) of the Distribution Date, Exchange Act) (“SEC Filings”) have been timely filed or furnished, as applicableapplicable (subject to any extensions permitted pursuant to Rule 12b-25 of the Exchange Act). As of their respective filing dates (or, if amended or superseded by a filing prior to the date of this Agreement, as of then on the date of such amendmentfiling), such Parent SEC Documents complied, or, if not yet filed or furnished, will comply, as to form Filings complied in all material respects with the applicable Law, including requirements of the Securities Act, the Exchange Act and the Xxxxxxxx-Xxxxx Act, as applicable, and none of such Parent SEC Documents Filings as of their respective filing dates (or, if amended prior to the date of this Agreement, as of the date of such amendment) contained, and no Parent SEC Document as of their respective filing date will contain, contained any untrue statement of a material fact or omitted to state a material fact required to be stated therein and or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading (or, in the case of an SEC Filing that is a registration statement, as amended or supplemented, as applicable, filed pursuant to the Securities Act, as of the date such registration statement or amendment became 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 not misleading). The Company has made available to Parent (including via XXXXX, as applicable) copies of all comment letters received by the Company prior to the date hereof from the SEC in respect of reporting periods commencing on or after January 1, 2012 and relating to such SEC Filings, together with all written responses of the Company thereto submitted to the SEC prior to the date hereof. As of the date of this Agreement, there are no outstanding or unresolved comments received by the Company from the SEC staff with respect to Parent the SEC Documents or Parent Furnished Documents. To the knowledge of Parent, as of the date hereof, there are no internal or third party investigations regarding accounting practices of ParentFilings.

SEC Filings and the Xxxxxxxx-Xxxxx Act. (a) All of the reports, statements, schedules, forms and other documents filed or required to be filed by Parent the Company with the SEC (such reports, statements, schedules, forms and other documents filed by Parent the Company and those filed by Parent the Company subsequent to the date of this Agreement, collectively, and in each case including all exhibits and schedules thereto and documents incorporated by reference therein, the “Parent Company SEC Documents”) and all of the reports, statements, schedules, forms and other documents furnished or required to be furnished by Parent the Company to the SEC (such reports, statements, schedules, forms and other documents furnished by Parent the Company and those furnished by Parent the Company subsequent to the date of this Agreement, collectively, the “Parent Company Furnished Documents”), in each case in respect of reporting periods commencing on or after July 1, 2015 (the “Distribution Date”), have been timely filed or furnished, as applicable. As of their respective filing dates (or, if amended prior to the date of this Agreement, as of the date of such amendment), such Parent Company SEC Documents complied, or, if not yet filed or furnished, will comply, as to form in all material respects with applicable Law, including the Securities Act, the Exchange Act and the Xxxxxxxx-Xxxxxxxx- Xxxxx Act, as applicable, and none of such Parent Company SEC Documents as of their respective filing dates (or, if amended prior to the date of this Agreement, as of the date of such amendment) contained, and no Parent Company SEC Document as of their respective filing date will contain, any untrue statement of a material fact or omitted to state a material fact required to be stated therein and 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 staff with respect to Parent the Company SEC Documents or Parent Company Furnished Documents. To the knowledge of Parentthe Company, as of the date hereof, there are no internal or third party investigations regarding accounting practices of Parentthe Company.

SEC Filings and the Xxxxxxxx-Xxxxx Act. (a) All of the reports, statements, schedules, forms and other documents filed or required to be filed by Parent the Company with the SEC (such reports, statements, schedules, forms and other documents filed by Parent the Company and those filed by Parent the Company subsequent to the date of this Agreement, collectively, and in each case including all exhibits and schedules thereto and documents incorporated by reference therein, the “Parent "Company SEC Documents”") and all of the reports, statements, schedules, forms and other documents furnished or required to be furnished by Parent the Company to the SEC (such reports, statements, schedules, forms and other documents furnished by Parent the Company and those furnished by Parent the Company subsequent to the date of this Agreement, collectively, the “Parent "Company Furnished Documents”"), in each case in respect of reporting periods commencing on or after July 1, 2015 (the "Distribution Date"), have been timely filed or furnished, as applicable. As of their respective filing dates (or, if amended prior to the date of this Agreement, as of the date of such amendment), such Parent Company SEC Documents complied, or, if not yet filed or furnished, will comply, as to form in all material respects with applicable Law, including the Securities Act, the Exchange Act and the Xxxxxxxx-Xxxxx Act, as applicable, and none of such Parent Company SEC Documents as of their respective filing dates (or, if amended prior to the date of this Agreement, as of the date of such amendment) contained, and no Parent Company SEC Document as of their respective filing date will contain, any untrue statement of a material fact or omitted to state a material fact required to be stated therein and 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 staff with respect to Parent the Company SEC Documents or Parent Company Furnished Documents. To the knowledge of Parentthe Company, as of the date hereof, there are no internal or third party investigations regarding accounting practices of Parentthe Company.

SEC Filings and the Xxxxxxxx-Xxxxx Act. (a) All of the reports, statements, schedules, forms and other documents filed or required to be filed by Parent the Company with the SEC (such reports, statements, schedules, forms and other documents filed by Parent the Company and those filed by Parent the Company subsequent to the date of this Agreement, collectively, and in each case including all exhibits and schedules thereto and documents incorporated by reference therein, the “Parent Company SEC Documents”) and all of the reports, statements, schedules, forms and other documents furnished or required to be furnished by Parent the Company to the SEC (such reports, statements, schedules, forms and other documents furnished by Parent the Company and those furnished by Parent the Company subsequent to the date of this Agreement, collectively, the “Parent Company Furnished Documents”), in each case in respect of reporting periods commencing on or after July 1, 2015 (the “Distribution Date”), have been timely filed or furnished, as applicable. As of their respective filing dates (or, if amended prior to the date of this Agreement, as of the date of such amendment), such Parent Company SEC Documents complied, or, if not yet filed or furnished, will comply, as to form in all material respects with applicable Law, including the Securities Act, the Exchange Act and the Xxxxxxxx-Xxxxx Act, as applicable, and none of such Parent Company SEC Documents as of their respective filing dates (or, if amended prior to the date of this Agreement, as of the date of such amendment) contained, and no Parent Company SEC Document as of their respective filing date will contain, any untrue statement of a material fact or omitted to state a material fact required to be stated therein and 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 staff with respect to Parent the Company SEC Documents or Parent Company Furnished Documents. To the knowledge of Parentthe Company, as of the date hereof, there are no internal or third party investigations regarding accounting practices of Parentthe Company.

SEC Filings and the Xxxxxxxx-Xxxxx Act. (a) All of the reports, statements, schedules, forms and other documents filed or required to be filed by Parent the Company with the SEC (such reports, statements, schedules, forms and other documents filed by Parent the Company and those filed by Parent the Company subsequent to the date of this Agreementhereof, collectively, and in each case including all exhibits and schedules thereto and documents incorporated by reference therein, the “Parent Company SEC Documents”) and all of the reports, statements, schedules, forms and other documents furnished or required to be furnished by Parent the Company to the SEC (such reports, statements, schedules, forms and other documents furnished by Parent the Company and those furnished by Parent the Company subsequent to the date of this Agreementhereof, collectively, the “Parent Company Furnished Documents”), in each case in respect of reporting periods commencing on or after January 1, 2020 (including any notice required under Section 13(r) of the Distribution Date, Exchange Act) have been timely filed or furnished, as applicable. As of their respective filing dates (or, if amended prior to the date of this Agreement, as of the date of such amendment)dates, such Parent Company SEC Documents and Company Furnished Documents complied, or, if not yet filed or furnished, will shall comply, as to form in all material respects with applicable Law, including the Securities Act, the Exchange Act and the Xxxxxxxx-Xxxxx Act, as applicable, and none of such Parent Company SEC Documents or Company Furnished Documents as of their respective filing dates (or, if amended prior to the date of this Agreement, as of the date of such amendment) contained, and no Parent Company SEC Document or Company Furnished Document as of their respective filing date will shall contain, any untrue statement of a material fact or omitted to state a material fact required to be stated therein and or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading. The Company has made available to Parent copies of all comment letters received by the Company from the SEC in respect of reporting periods commencing on or after January 1, 2020 and relating to such Company SEC Documents and Company Furnished Documents, together with all written responses of the Company thereto, other than such comment letters or responses available on XXXXX. As of the date of this Agreement, there are no outstanding or unresolved comments received from the SEC staff with respect to Parent the Company SEC Documents or Parent Company Furnished Documents. To the knowledge of Parentthe Company, as of the date hereof, there are no internal or third party inquiries or investigations regarding accounting practices of Parentthe Company or otherwise regarding the Company.

SEC Filings and the Xxxxxxxx-Xxxxx Act. (a) All of the reports, statements, schedules, forms and other documents filed or required to be filed by Parent the Company with the SEC (such reports, statements, schedules, forms and other documents filed by Parent the Company and those filed by Parent the Company subsequent to the date of this Agreementhereof, collectively, and in each case including all exhibits and schedules thereto and documents incorporated by reference therein, the “Parent Company SEC Documents”) and all of the reports, statements, schedules, forms and other documents furnished or required to be furnished by Parent the Company to the SEC (such reports, statements, schedules, forms and other documents furnished by Parent the Company and those furnished by Parent the Company subsequent to the date of this Agreementhereof, collectively, the “Parent Company Furnished Documents”), in each case in respect of reporting periods commencing on or after January 1, 2021 (including any notice required under Section 13(r) of the Distribution Date, Exchange Act) have been timely filed or furnished, as applicable. As of their respective filing dates (or, if amended prior to the date of this Agreement, as of the date of such amendment)dates, such Parent Company SEC Documents and Company Furnished Documents complied, or, if not yet filed or furnished, will shall comply, as to form in all material respects with applicable Law, including the Securities Act, the Exchange Act and the Xxxxxxxx-Xxxxx Act, as applicable, and none of such Parent Company SEC Documents or Company Furnished Documents as of their respective filing dates (or, if amended prior to the date of this Agreement, as of the date of such amendment) contained, and no Parent Company SEC Document or Company Furnished Document as of their respective filing date will shall contain, any untrue statement of a material fact or omitted to state a material fact required to be stated therein and or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading. The Company has made available to Parent copies of all comment letters received by the Company from the SEC in respect of reporting periods commencing on or after January 1, 2021 and relating to such Company SEC Documents and Company Furnished Documents, together with all written responses of the Company thereto, other than such comment letters or responses available on XXXXX as of the date of this Agreement. As of the date of this Agreement, there are no outstanding or unresolved comments received from the SEC staff with respect to Parent the Company SEC Documents or Parent Company Furnished Documents. To the knowledge Knowledge of Parentthe Company, as of the date hereof, there are no internal or third party inquiries or investigations regarding accounting practices of Parentthe Company or otherwise regarding the Company.

SEC Filings and the Xxxxxxxx-Xxxxx Act. (a) All Except as set forth in Section 4.07(a) of the Company Disclosure Letter, all of the reports, statements, schedules, forms and other documents filed or required to be filed by Parent the Company with the SEC (such reports, statements, schedules, forms and other documents filed by Parent the Company and those filed by Parent the Company subsequent to the date of this Agreementhereof, collectively, and in each case including all exhibits and schedules thereto and documents incorporated by reference therein, the “Parent Company SEC Documents”) and all of the reports, statements, schedules, forms and other documents furnished or required to be furnished by Parent the Company to the SEC (such reports, statements, schedules, forms and other documents furnished by Parent the Company and those furnished by Parent the Company subsequent to the date of this Agreementhereof, collectively, the “Parent Company Furnished Documents”), in each case in respect of reporting periods commencing on or after January 1, 2021 (including any notice required under Section 13(r) of the Distribution Date, Exchange Act) have been timely filed or furnished, as applicable. As of their respective filing dates (or, if amended prior to the date of this Agreement, as of the date of such amendment)dates, such Parent Company SEC Documents and Company Furnished Documents complied, or, if not yet filed or furnished, will shall comply, as to form in all material respects with applicable Law, including the Securities Act, the Exchange Act and the Xxxxxxxx-Xxxxx Act, as applicable, and none of such Parent Company SEC Documents or Company Furnished Documents as of their respective filing dates (or, if amended prior to the date of this Agreement, as of the date of such amendment) contained, and no Parent Company SEC Document or Company Furnished Document as of their respective filing date will shall contain, any untrue statement of a material fact or omitted to state a material fact required to be stated therein and or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading. Each Company SEC Document that is a registration statement or prospectus, as amended or supplemented, if applicable, filed pursuant to the Securities Act, as of the date such registration statement or amendment became effective on or prior to the date of this Agreement, did not, and if filed effective subsequent to the date of this Agreement, will not, contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements made therein not misleading. The Company has made available to Parent copies of all comment letters received by the Company from the SEC in respect of reporting periods commencing on or after January 1, 2021 and relating to such Company SEC Documents and Company Furnished Documents, together with all written responses of the Company thereto, other than such comment letters or responses available on XXXXX as of the date of this Agreement. As of the date of this Agreement, there are no outstanding or unresolved comments received from the SEC staff with respect to Parent the Company SEC Documents or Parent Company Furnished Documents. To the knowledge of Parentthe Company, as of the date hereof, there are no internal or third party inquiries or investigations regarding accounting practices of Parentthe Company or otherwise regarding the Company.

SEC Filings and the Xxxxxxxx-Xxxxx Act. (a) All of the reports, statements, schedules, forms and other documents filed or required to be filed by Parent with the SEC (such reports, statements, schedules, forms and other documents filed by Parent and those filed by Parent subsequent to the date of this Agreementhereof, collectively, and in each case including all exhibits and schedules thereto and documents incorporated by reference therein, the “Parent SEC Documents”) and all of the reports, statements, schedules, forms and other documents furnished or required to be furnished by Parent to the SEC (such reports, statements, schedules, forms and other documents furnished by Parent and those furnished by Parent subsequent to the date of this Agreementhereof, collectively, the “Parent Furnished Documents”), in each case in respect of reporting periods commencing on or after January 1, 2021 (including any notice required under Section 13(r) of the Distribution Date, Exchange Act) have been timely filed or furnished, as applicable. As of their respective filing dates (or, if amended prior to the date of this Agreement, as of the date of such amendment)dates, such Parent SEC Documents and Parent Furnished Documents complied, or, if not yet filed or furnished, will shall comply, as to form in all material respects with applicable Law, including the Securities Act, the Exchange Act and the Xxxxxxxx-Xxxxx Act, as applicable, and none of such Parent SEC Documents or Parent Furnished Documents as of their respective filing dates (or, if amended prior to the date of this Agreement, as of the date of such amendment) contained, and no Parent SEC Document or Parent Furnished Document as of their respective filing date will shall contain, any untrue statement of a material fact or omitted to state a material fact required to be stated therein and or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading. Parent has made available to the Company copies of all comment letters received by Parent from the SEC in respect of reporting periods commencing on or after January 1, 2021 and relating to such Parent SEC Documents and Parent Furnished Documents, together with all written responses of Parent thereto, other than such comment letters or responses available on XXXXX as of the date of this Agreement. As of the date of this Agreement, there are no outstanding or unresolved comments received from the SEC staff with respect to Parent SEC Documents or Parent Furnished Documents. To the knowledge Knowledge of Parent, as of the date hereof, there are no internal or third party inquiries or investigations regarding accounting practices of Parent or otherwise regarding Parent.

SEC Filings and the Xxxxxxxx-Xxxxx Act. (a) All of the reports, statements, schedules, forms and other documents filed or required to be filed by Parent with the SEC (such reports, statements, schedules, forms and other documents filed by Parent and those filed by Parent subsequent to the date of this Agreement, collectively, and in each case including all exhibits and schedules thereto and documents incorporated by reference therein, the “"Parent SEC Documents”") and all of the reports, statements, schedules, forms and other documents furnished or required to be furnished by Parent to the SEC (such reports, statements, schedules, forms and other documents furnished by Parent and those furnished by Parent subsequent to the date of this Agreement, collectively, the “"Parent Furnished Documents”"), in each case in respect of reporting periods commencing on or after the Distribution Date, have been timely filed or furnished, as applicable. As of their respective filing dates (or, if amended prior to the date of this Agreement, as of the date of such amendment), such Parent SEC Documents complied, or, if not yet filed or furnished, will comply, as to form in all material respects with applicable Law, including the Securities Act, the Exchange Act and the Xxxxxxxx-Xxxxx Act, as applicable, and none of such Parent SEC Documents as of their respective filing dates (or, if amended prior to the date of this Agreement, as of the date of such amendment) contained, and no Parent SEC Document as of their respective filing date will contain, any untrue statement of a material fact or omitted to state a material fact required to be stated therein and 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 staff with respect to Parent SEC Documents or Parent Furnished Documents. To the knowledge of Parent, as of the date hereof, there are no internal or third party investigations regarding accounting practices of Parent.

SEC Filings and the Xxxxxxxx-Xxxxx Act. (a) All of the reports, statements, schedules, forms and other documents filed or required to be filed by Parent with the SEC (such reports, statements, schedules, forms and other documents filed by Parent and those filed by Parent subsequent to the date of this Agreementhereof, collectively, and in each case including all exhibits and schedules thereto and documents incorporated by reference therein, the “Parent SEC Documents”) and all of the reports, statements, schedules, forms and other documents furnished or required to be furnished by Parent to the SEC (such reports, statements, schedules, forms and other documents furnished by Parent and those furnished by Parent subsequent to the date of this Agreementhereof, collectively, the “Parent Furnished Documents”), in each case in respect of reporting periods commencing on or after January 1, 2020 (including any notice required under Section 13(r) of the Distribution Date, Exchange Act) have been timely filed or furnished, as applicable. As of their respective filing dates (or, if amended prior to the date of this Agreement, as of the date of such amendment)dates, such Parent SEC Documents and Parent Furnished Documents complied, or, if not yet filed or furnished, will shall comply, as to form in all material respects with applicable Law, including the Securities Act, the Exchange Act and the Xxxxxxxx-Xxxxx Act, as applicable, and none of such Parent SEC Documents or Parent Furnished Documents as of their respective filing dates (or, if amended prior to the date of this Agreement, as of the date of such amendment) contained, and no Parent SEC Document or Parent Furnished Document as of their respective filing date will shall contain, any untrue statement of a material fact or omitted to state a material fact required to be stated therein and or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading. Parent has made available to the Company copies of all comment letters received by Parent from the SEC in respect of reporting periods commencing on or after January 1, 2020 and relating to such Parent SEC Documents and Parent Furnished Documents, together with all written responses of Parent thereto, other than such comment letters or responses available on XXXXX. As of the date of this Agreement, there are no outstanding or unresolved comments received from the SEC staff with respect to Parent SEC Documents or Parent Furnished Documents. To the knowledge of Parent, as of the date hereof, there are no internal or third party inquiries or investigations regarding accounting practices of Parent or otherwise regarding Parent.