Common use of SEC Filings; Financial Statements; Sxxxxxxx-Xxxxx Clause in Contracts

SEC Filings; Financial Statements; Sxxxxxxx-Xxxxx. (a) Adara has filed all forms, reports, schedules, statements and other documents, including any exhibits thereto, required to be filed by it with the Securities and Exchange Commission (the “SEC”) since February 8, 2021, together with any amendments, restatements or supplements thereto (collectively, the “Adara SEC Reports”). Adara has heretofore furnished to the Company true and correct copies of all amendments and modifications that have not been filed by Adara with the SEC to all agreements, documents and other instruments that previously had been filed by Adara with the SEC and are currently in effect. As of their respective dates, the Adara SEC Reports (i) complied in all material respects with the applicable requirements of the Securities Act of 1933, as amended (the “Securities Act”), the Exchange Act and the Sxxxxxxx-Xxxxx Act, and the rules and regulations promulgated thereunder, and (ii) did not, at the time they were filed, or, if amended, as of the date of such amendment, contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary in order to make the statements therein not misleading, in the case of any Adara SEC Report that is a registration statement, or include any untrue statement of a material fact or omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading, in the case of any other Adara SEC Report. Each director and executive officer of Axxxx has filed with the SEC on a timely basis all documents required with respect to Adara by Section 16(a) of the Exchange Act and the rules and regulations thereunder.

SEC Filings; Financial Statements; Sxxxxxxx-Xxxxx. (a) Adara SPAC has filed or furnished, as applicable all forms, reports, schedules, statements and other documents, including any exhibits thereto, required to be filed or furnished by it with or to the Securities and Exchange Commission (the “SEC”) since February 8November 17, 20212020, together with any amendments, restatements or supplements thereto (collectively, the “Adara SPAC SEC Reports”). Adara SPAC has heretofore furnished to the Company true and correct copies of all amendments and modifications that have not been filed by Adara SPAC with the SEC to all agreements, documents and other instruments that previously had been filed by Adara SPAC with the SEC and are currently in effect. As of their respective dates, except as to the Adara SEC Guidance (as hereinafter defined), the SPAC SEC Reports (i) complied in all material respects with the applicable requirements of the Securities Act of 1933, as amended (the “Securities Act”” ), the Exchange Act and the Sxxxxxxx-Xxxxx Act, and the rules and regulations promulgated thereunder, and (ii) did not, at the time they were filed, or, if amended, as of the date of such amendment, contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary in order to make the statements therein not misleading, in the case of any Adara SEC Report that is a registration statement, or include any untrue statement of a material fact or omit to state a material fact necessary in order to make the statements made therein, in the light of the circumstances under which they were made, not misleading. Notwithstanding the foregoing, no representation or warranty is made as to any statement or information that relates to (i) the topics referenced in the case SEC’s “Staff Statement on Accounting and Reporting Considerations for Warrants Issued by Special Purpose Acquisition Companies” issued by SEC staff on April 12, 2021, (ii) the classification of shares of the SPAC Common Stock as permanent or temporary equity, or (iii) any subsequent guidance, statements or interpretations issued by the SEC or its staff, whether formally or informally, publicly or privately, including guidance, statements or interpretations relating to the foregoing or to other accounting matters, including matters relating to initial public offering securities or expenses (collectively, the “SEC Guidance”), and no correction, amendment or restatement of any other Adara of the SPAC SEC Report. Each director and executive officer of Axxxx has filed with Reports due to the SEC on Guidance shall be deemed to be a timely basis all documents required with respect to Adara breach of any representation or warranty by Section 16(a) SPAC. As a result of the Exchange Act SEC Guidance, SPAC was unable to timely file its Quarterly Report on Form 10-Q for the fiscal quarter ended March 31, 2021 (the “Delayed 10-Q Filing”) and filed the rules Delayed 10-Q Filing on May 25, 2021. In addition, as a result of the SEC Guidance, (x) on each of May 18, 2021 and regulations thereunderon December 13, 2021, SPAC filed an amendment to its Annual Report on Form 10-K for the fiscal year ended December 31, 2020, and (y) on December 13, 2021, SPAC filed an amendment to its Quarterly Report on Form 10-Q for the fiscal period ended September 30, 2021 (collectively, the “10-K/10-Q Amendments”).

SEC Filings; Financial Statements; Sxxxxxxx-Xxxxx. (a) Adara The SPAC has filed all forms, reports, schedules, statements and other documents, including any exhibits thereto, required to be filed by it with the Securities and Exchange Commission (the “SEC”) since February 8September 9, 20212020, together with any amendments, restatements or supplements thereto (collectively, the “Adara SPAC SEC Reports”). Adara The SPAC has heretofore prior to the date of this Agreement furnished to the Company true (with respect to amendments or modifications made on or prior to the date of this Agreement) and shall have promptly furnished to the Company (with respect to amendments or modifications after the date of this Agreement) true, complete and correct copies of all amendments and modifications that have not been filed by Adara the SPAC with the SEC to all agreements, documents and other instruments that previously had been filed by Adara the SPAC with the SEC and are currently then in effect. As of their respective dates, the Adara SPAC SEC Reports (i) complied in all material respects with the applicable requirements of the Securities Act of 1933, as amended (the “Securities Act”), the Exchange Act and the Sxxxxxxx-Xxxxx Act, and the rules and regulations promulgated thereunder, and (ii) did not, at the time they were filed, or, if amended, as of the date of such amendment, contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary in order to make the statements therein not misleading, in the case of any Adara SEC Report that is a registration statement, or include any untrue statement of a material fact or omit to state a material fact necessary in order to make the statements made therein, in the light of the circumstances under which they were made, not misleading, in the case of any other Adara SEC Report. Each director and executive officer of Axxxx has filed with the SEC on a timely basis all documents required with respect to Adara by Section 16(a) of the Exchange Act and the rules and regulations thereunder.

SEC Filings; Financial Statements; Sxxxxxxx-Xxxxx. (a) Adara Acquiror has filed all forms, reports, schedules, statements and other documents, including any exhibits thereto, required to be filed by it with the Securities and Exchange Commission (the “SEC”) since February 8August 11, 2021, together with any amendments, restatements or supplements thereto (collectively, the “Adara Acquiror SEC Reports”). Adara Acquiror has heretofore hereto furnished to the Company true and correct copies of all amendments and modifications that have not been filed by Adara Acquiror with the SEC to all agreements, documents and other instruments that previously had been filed by Adara with Acquiror with the SEC and are currently in effect. As of their respective dates, the Adara Acquiror SEC Reports (i) complied in all material respects with the applicable requirements of the Securities Act of 1933, as amended (the “Securities Act”), the Exchange Act and the Sxxxxxxx-Xxxxx Act, and the rules and regulations promulgated thereunder, and (ii) did not, at the time they were filed, or, if amended, as of the date of such amendment, contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary in order to make the statements therein not misleading, in the case of any Adara Acquiror SEC Report that is a registration statement, or include any untrue statement of a material fact or omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading, in the case of any other Adara Acquiror SEC Report. Each director and executive officer of Axxxx has filed Acquiror is in material compliance with the SEC on a timely basis all documents required with respect to Adara by filing requirements of Section 16(a) of the Exchange Act and the rules and regulations thereunder.

SEC Filings; Financial Statements; Sxxxxxxx-Xxxxx. (a) Adara has filed all forms, reports, schedules, statements and other documents, including any exhibits thereto, required to be filed by it with the Securities and Exchange Commission (the “SEC”) since February 8, 2021, together with any amendments, restatements or supplements thereto (collectively, the “Adara SEC Reports”). Adara has heretofore furnished to the Company true and correct copies of all amendments and modifications that have not been filed by Adara with the SEC to all agreements, documents and other instruments that previously had been filed by Adara with the SEC and are currently in effect. As of their respective dates, the Adara SEC Reports (i) complied in all material respects with the applicable requirements of the Securities Act of 1933, as amended (the “Securities Act”), the Exchange Act and the Sxxxxxxx-Xxxxx Act, and the rules and regulations promulgated thereunder, and (ii) did not, at the time they were filed, or, if amended, as of the date of such amendment, contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary in order to make the statements therein not misleading, in the case of any Adara SEC Report that is a registration statement, or include any untrue statement of a material fact or omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading, in the case of any other Adara SEC Report. Each director and executive officer of Axxxx Adara has filed with the SEC on a timely basis all documents required with respect to Adara by Section 16(a) of the Exchange Act and the rules and regulations thereunder.

SEC Filings; Financial Statements; Sxxxxxxx-Xxxxx. (a) Adara The Company has filed or otherwise transmitted all forms, reports, schedulesstatements, statements certifications and other documentsdocuments (including all exhibits, including any exhibits amendments and supplements thereto, ) required to be filed by it with the Securities and Exchange Commission (the “SEC”) since February 8January 1, 20212005 (all forms, together reports, statements, certificates and other documents filed by the Company with any amendmentsthe SEC since January 1, restatements or supplements thereto (2005, collectively, the “Adara Company SEC Reports”). Adara has heretofore furnished to Each of the Company true and correct copies of all amendments and modifications that have not been filed by Adara with the SEC Reports, as amended, complied as to all agreements, documents and other instruments that previously had been filed by Adara with the SEC and are currently in effect. As of their respective dates, the Adara SEC Reports (i) complied form in all material respects with the applicable requirements of the Securities Act of 1933, as amended (and the “Securities Act”), rules and regulations promulgated thereunder and the Exchange Act and the Sxxxxxxx-Xxxxx Act, and the rules and regulations promulgated thereunder, and each as in effect on the date so filed. There are no outstanding written comments from the SEC with respect to any of the Company SEC Reports. None of the Company SEC Reports contained, when filed (ii) did notor if amended or superseded by a filing prior to the date of this Agreement, at the time they were filed, or, if amended, as of then on the date of such amendmentfiling), contain any untrue statement of a material fact or omit omitted to state a material fact required to be stated or incorporated by reference therein or necessary in order to make the statements therein not misleading, in the case of any Adara SEC Report that is a registration statement, or include any untrue statement of a material fact or omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading, in the case of any other Adara SEC Report. Each director and executive officer of Axxxx has filed with the SEC on a timely basis all documents required with respect to Adara by Section 16(a) of the Exchange Act and the rules and regulations thereunder.

SEC Filings; Financial Statements; Sxxxxxxx-Xxxxx. (a) Adara 5.7.1 SPAC has filed all forms, reports, schedules, statements and other documents, including any exhibits thereto, required to be filed by it with the Securities and Exchange Commission (the “SEC”) since February 8January 21, 2021, together with any amendments, restatements or supplements thereto (collectively, the “Adara SPAC SEC Reports”). Adara SPAC has heretofore furnished to the Company true and correct copies of all amendments and modifications that have not been filed by Adara SPAC with the SEC to all agreements, documents and other instruments that previously had been filed by Adara SPAC with the SEC and are currently in effect. As of their respective dates, the Adara SPAC SEC Reports (i) complied in all material respects with the applicable requirements of the Securities Act of 1933, as amended (the “Securities Act”), the Exchange Act and the Sxxxxxxx-Xxxxx Act, and the rules and regulations promulgated thereunder, and (ii) did not, at the time they were filed, or, if amended, as of the date of such amendment, contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary in order to make the statements therein not misleading, in the case of any Adara SPAC SEC Report that is a registration statement, or include any untrue statement of a material fact or omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading, in the case of any other Adara SPAC SEC Report. Each director and executive officer of Axxxx SPAC has filed with the SEC on a timely basis all documents required with respect to Adara SPAC by Section 16(a) of the Exchange Act and the rules and regulations thereunder.

SEC Filings; Financial Statements; Sxxxxxxx-Xxxxx. (a) Adara Except as set forth on Section 5.07(a) of the GCAC Disclosure Schedule, GCAC has filed all forms, reports, schedules, statements and other documents, including any exhibits thereto, required to be filed by it with the Securities and Exchange Commission (the “SEC”) since February 82, 2021, together with any amendments, restatements or supplements thereto (collectively, the “Adara GCAC SEC Reports”). Adara GCAC has heretofore furnished to the Company true and correct copies of all any material amendments and modifications that have not been filed by Adara GCAC with the SEC to all agreements, documents and other instruments that previously had been filed by Adara GCAC with the SEC and are currently in effect. As of their respective dates, the Adara GCAC SEC Reports (i) complied in all material respects with the applicable requirements of the Securities Act of 1933, as amended (the “Securities Act”), the Exchange Act and the Sxxxxxxx-Xxxxx Act, Act of 2002 and the rules and regulations promulgated thereunderthereunder (the “Sxxxxxxx-Xxxxx Act”), and (ii) did not, at the time they were filed, or, if amended, as of the date of such amendment, contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary in order to make the statements therein not misleading, in the case of any Adara SEC Report that is a registration statement, or include any untrue statement of a material fact or omit to state a material fact necessary in order to make the statements made therein, in the light of the circumstances under which they were made, not misleading, in the case of any other Adara SEC Report. Each director and executive officer of Axxxx GCAC has filed with the SEC on a timely basis all documents required with respect to Adara GCAC by Section 16(a) of the Exchange Act and the rules and regulations thereunderAct.

SEC Filings; Financial Statements; Sxxxxxxx-Xxxxx. (a) Adara Parent has filed all forms, reports, schedules, statements and other documents, including any exhibits thereto, required to be filed by it with the Securities and Exchange Commission (the “SEC”) since February 825, 2021, 2021 together with any amendments, restatements or supplements thereto (collectively, the “Adara Parent SEC Reports”). Adara Parent has heretofore furnished to the Company true and correct copies of all amendments and modifications that have not been filed by Adara Parent with the SEC to all agreements, documents and other instruments that previously had been filed by Adara Parent with the SEC and are currently in effect. As of their respective dates, the Adara Parent SEC Reports (i) complied in all material respects with the applicable requirements of the Securities Act of 1933, as amended (the “Securities Act”), the Exchange Act and the Sxxxxxxx-Xxxxx Act, and the rules and regulations promulgated thereunder, and (ii) did not, at the time they were filed, or, if amended, as of the date of such amendment, contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary in order to make the statements therein not misleading, in the case of any Adara SEC Report that is a registration statement, or include any untrue statement of a material fact or omit to state a material fact necessary in order to make the statements made therein, in the light of the circumstances under which they were made, not misleading, in the case of any other Adara SEC Report. Each director and executive officer of Axxxx Parent has filed with the SEC on a timely basis all documents required with respect to Adara Parent by Section 16(a) of the Exchange Act and the rules and regulations thereunder.

SEC Filings; Financial Statements; Sxxxxxxx-Xxxxx. (a) Adara SPAC has filed all forms, reports, schedules, statements and other documents, including any exhibits thereto, required to be filed by it with the Securities and Exchange Commission (the “SEC”) since February November 8, 2021, together with any amendments, restatements or supplements thereto (collectively, the “Adara SPAC SEC Reports”). Adara SPAC has heretofore furnished to the Company true and correct copies of all amendments and modifications that have not been filed by Adara SPAC with the SEC to all agreements, documents and other instruments that previously had been filed by Adara SPAC with the SEC and are currently in effect. As of their respective dates, the Adara SPAC SEC Reports (i) complied in all material respects with the applicable requirements of the Securities Act of 1933, as amended (the “Securities Act”), the Exchange Act and the Sxxxxxxx-Xxxxx Act, and the rules and regulations promulgated thereunder, and (ii) did not, at the time they were filed, or, if amended, as of the date of such amendment, contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary in order to make the statements therein not misleading, in the case of any Adara SEC Report that is a registration statement, or include any untrue statement of a material fact or omit to state a material fact necessary in order to make the statements made therein, in the light of the circumstances under which they were made, not misleading, in the case of any other Adara SEC Report. Each director and executive officer of Axxxx SPAC has filed with the SEC on a timely basis all documents required with respect to Adara SPAC by Section 16(a) of the Exchange Act and the rules and regulations thereunder.

SEC Filings; Financial Statements; Sxxxxxxx-Xxxxx. (a) Adara Future Health has filed all forms, reports, schedules, statements and other documents, including any exhibits thereto, required to be filed by it with the Securities and Exchange Commission (the “SEC”) since February 8September 9, 2021, together with any amendments, restatements or supplements thereto (collectively, the “Adara Future Health SEC Reports”). Adara Future Health has heretofore furnished to the Company true and correct copies of all amendments and modifications that have not been filed by Adara Future Health with the SEC to all agreements, documents and other instruments that previously had been filed by Adara Future Health with the SEC and are currently in effect. As of their respective dates, the Adara Future Health SEC Reports (i) complied in all material respects with the applicable requirements of the Securities Act of 1933, as amended (the “Securities Act”), the Exchange Act and the Sxxxxxxx-Xxxxx Act, and the rules and regulations promulgated thereunder, and (ii) did not, at the time they were filed, or, if amended, as of the date of such amendment, contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary in order to make the statements therein not misleading, in the case of any Adara Future Health SEC Report that is a registration statement, or include any untrue statement of a material fact or omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading, in the case of any other Adara Future Health SEC Report. Each director and executive officer of Axxxx Future Health has filed with the SEC on a timely basis all documents required with respect to Adara Future Health by Section 16(a) of the Exchange Act and the rules and regulations thereunder.

SEC Filings; Financial Statements; Sxxxxxxx-Xxxxx. (a) Adara Rxxx has filed all forms, reports, schedules, statements and other documents, including any exhibits thereto, required to be filed by it with the Securities and Exchange Commission (the “SEC”) since February 8, 2021), together with any amendments, restatements or supplements thereto (collectively, the “Adara Rxxx SEC Reports”). Adara Rxxx has heretofore furnished to the Company true and correct copies of all amendments and modifications that have not been filed by Adara Rxxx with the SEC to all agreements, documents and other instruments that previously had been filed by Adara Rxxx with the SEC and are currently in effect. As of their respective dates, the Adara Rxxx SEC Reports (i) complied in all material respects with the applicable requirements of the Securities Act of 1933, as amended (the “Securities Act”), the Exchange Act and the Sxxxxxxx-Xxxxx Act, and the rules and regulations promulgated thereunderthereunder applicable to the Rxxx SEC Reports, and (ii) did not, at the time they were filed, or, if amended, as of the date of such amendment, contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary in order to make the statements therein not misleading, in the case of any Adara Rxxx SEC Report that is a registration statement, or include any untrue statement of a material fact or omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading, in the case of any other Adara Rxxx SEC Report. Each director and executive officer of Axxxx Rxxx has filed with the SEC on a timely basis all documents required with respect to Adara Rxxx by Section 16(a) of the Exchange Act and the rules and regulations thereunder.

SEC Filings; Financial Statements; Sxxxxxxx-Xxxxx. (a) Adara The SPAC has filed all forms, reports, schedules, statements and other documents, including any exhibits thereto, required to be filed by it with the Securities and Exchange Commission (the “SEC”) since February 8March 1, 2021, together with any amendments, restatements or supplements thereto (collectively, the “Adara SPAC SEC Reports”). Adara The SPAC has heretofore prior to the date of this Agreement furnished to the Company true (with respect to amendments or modifications made on or prior to the date of this Agreement) and shall have promptly furnished to the Company (with respect to amendments or modifications after the date of this Agreement) true, complete and correct copies of all amendments and modifications that have not been filed by Adara the SPAC with the SEC to all agreements, documents and other instruments that previously had been filed by Adara the SPAC with the SEC and are currently then in effect. As of their respective dates, the Adara SPAC SEC Reports (i) complied in all material respects with the applicable requirements of the Securities Act of 1933, as amended (the “Securities Act”), the Exchange Act and the Sxxxxxxx-Xxxxx Act, and the rules and regulations promulgated thereunder, and (ii) did not, at the time they were filed, or, if amended, as of the date of such amendment, contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary in order to make the statements therein not misleading, in the case of any Adara SEC Report that is a registration statement, or include any untrue statement of a material fact or omit to state a material fact necessary in order to make the statements made therein, in the light of the circumstances under which they were made, not misleading, in the case of any other Adara SEC Report. Each director and executive officer of Axxxx the SPAC has filed with the SEC on a timely basis all documents required with respect to Adara the SPAC by Section 16(a) of the Exchange Act and the rules and regulations thereunder.

SEC Filings; Financial Statements; Sxxxxxxx-Xxxxx. (a) Adara Except as set forth on Section 5.07 of the SPAC Disclosure Schedule, SPAC has filed in a timely manner all forms, reports, schedules, statements and other documents, including any exhibits thereto, required to be filed by it with the Securities and Exchange Commission (the “SEC”) since February 8December 7, 20212020, together with any amendments, restatements or supplements thereto (collectively, the “Adara SPAC SEC Reports”). Adara SPAC has heretofore furnished to the Company true and correct copies of all amendments and modifications that have not been filed by Adara SPAC with the SEC to all agreements, documents and other instruments that previously had been filed by Adara SPAC with the SEC and are currently in effect. As of their respective dates, the Adara SPAC SEC Reports (i) complied in all material respects with the applicable requirements of the Securities Act of 1933, as amended (the “Securities Act”” ), the Exchange Act and the Sxxxxxxx-Xxxxx Act, and the rules and regulations promulgated thereunder, and (ii) did not, at the time they were filed, or, if amended, as of the date of such amendment, contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary in order to make the statements therein not misleading, in the case of any Adara SEC Report that is a registration statement, or include any untrue statement of a material fact or omit to state a material fact necessary in order to make the statements made therein, in the light of the circumstances under which they were made, not misleading, in the case of any other Adara SEC Report. Each director and executive officer of Axxxx SPAC has filed with the SEC on a timely basis all documents required with respect to Adara SPAC by Section 16(a) of the Exchange Act and the rules and regulations thereunder.

SEC Filings; Financial Statements; Sxxxxxxx-Xxxxx. (a) Adara VectoIQ has filed all forms, reports, schedules, statements and other documents, including any exhibits thereto, required to be filed by it with the Securities and Exchange Commission (the “SEC”) since February 8May 15, 20212018, together with any amendments, restatements or supplements thereto (collectively, the “Adara VectoIQ SEC Reports”). Adara VectoIQ has heretofore furnished to the Company true and correct copies of all amendments and modifications that have not been filed by Adara VectoIQ with the SEC to all agreements, documents and other instruments that previously had been filed by Adara VectoIQ with the SEC and are currently in effect. As of their respective dates, the Adara VectoIQ SEC Reports (i) complied in all material respects with the applicable requirements of the Securities Act of 1933, as amended (the “Securities Act”” ), the Exchange Act and the Sxxxxxxx-Xxxxx Act, and the rules and regulations promulgated thereunder, and (ii) did not, at the time they were filed, or, if amended, as of the date of such amendment, contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary in order to make the statements therein not misleading, in the case of any Adara SEC Report that is a registration statement, or include any untrue statement of a material fact or omit to state a material fact necessary in order to make the statements made therein, in the light of the circumstances under which they were made, not misleading, in the case of any other Adara SEC Report. Each director and executive officer of Axxxx VectoIQ has filed with the SEC on a timely basis all documents required with respect to Adara VectoIQ by Section 16(a) of the Exchange Act and the rules and regulations thereunder.