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

SEC Filings; Financial Statements; Xxxxxxxx-Xxxxx. (a) Except as set forth on Section 5.07(a) of the Parent Disclosure Schedule, Parent has timely filed all prospectuses, registration statements, forms, reports, schedules, statements and other documents, including any exhibits thereto, required to be filed by it with the SEC since formation, together with any amendments, restatements or supplements thereto (collectively, the “Parent SEC Reports”), and will have filed all such forms, reports, schedules, statements and other documents, including any exhibits thereto, required to be filed by it with the SEC subsequent to the date of this Agreement through the Closing Date (collectively, the “Additional Parent SEC Reports”), pursuant to the Exchange Act or the Securities Act. Parent has heretofore furnished to the Company true and correct copies of all amendments and modifications that have not been filed by Parent with the SEC to all agreements, documents and other instruments that previously had been filed by Parent with the SEC and are currently in effect. As of their respective dates, (i) the Parent SEC Reports were, and the Additional Parent SEC Reports will be, in compliance in all material respects with the applicable requirements of the Securities Act, the Exchange Act and the Xxxxxxxx-Xxxxx Act, and the rules and regulations promulgated thereunder and (ii) the Parent SEC Reports did not, at the time they were filed, or, if amended, as of the date of such amendment, and the Additional Parent SEC Reports will not, 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 Parent SEC Report or Additional Parent 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 Parent SEC Report or Additional Parent SEC Report. Each director and executive officer of Parent has filed with the SEC on a timely basis all documents required with respect to Parent by Section 16(a) of the Exchange Act and the rules and regulations thereunder.

SEC Filings; Financial Statements; Xxxxxxxx-Xxxxx. (a) Except as set forth on Section 5.07(a) of the Parent Disclosure Schedule, Parent SEAC has timely filed all prospectuses, registration statements, forms, reports, schedules, statements and other documents, including any exhibits and schedules thereto, required to be filed or furnished by it with the SEC since formationSEC, together with any amendments, restatements or supplements thereto (collectively, the “Parent SEAC SEC Reports”), and will have filed all such formssince January 5, reports, schedules, statements and other documents, including any exhibits thereto, required to be filed by it with the SEC subsequent to the date of this Agreement through the Closing Date (collectively, the “Additional Parent SEC Reports”), pursuant to the Exchange Act or the Securities Act2022. Parent SEAC has heretofore furnished made available to the Company LG Parent true and correct copies of all amendments and modifications that have not been filed by Parent SEAC with the SEC to all agreements, documents and other instruments that previously had been filed by Parent SEAC with the SEC and are currently in effect, if any. As of their respective dates, and as of the date of any amendment or filing that superseded the initial filing, the SEAC SEC Reports (i) the Parent SEC Reports were, and the Additional Parent SEC Reports will be, in compliance complied in all material respects with the applicable requirements of the Securities Act, the Exchange Act and the Xxxxxxxx-Xxxxx Act, and the rules and regulations promulgated thereunder thereunder, and (ii) the Parent SEC Reports did not, at the time they were filed, or, if amended, restated or supplemented, as of the date of such amendment, and the Additional Parent SEC Reports will notrestatement or supplement, 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 Parent SEC Report or Additional Parent SEAC 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 Parent SEC Report or Additional Parent SEAC SEC Report. Each To the knowledge of SEAC, each director and executive officer of Parent SEAC has filed with the SEC on a timely basis all documents required with respect to Parent SEAC by Section 16(a) of the Exchange Act and the rules and regulations thereunder.

SEC Filings; Financial Statements; Xxxxxxxx-Xxxxx. (a) Except as set forth on Section 5.07(a) of the Parent Disclosure Schedule, Parent Pace has timely filed or furnished all prospectuses, registration statements, forms, reports, schedules, statements and other documents, including any exhibits thereto, required to be filed or furnished by it with the SEC since formationApril 8, 2021, pursuant to the Exchange Act or the Securities Act, together with any amendments, restatements or supplements thereto (collectively, the “Parent Pace SEC Reports”), and will have filed all such forms, reports, schedules, statements and other documents, including any exhibits thereto, required to be filed by it with the SEC subsequent to the date of this Agreement through the Closing Date (collectively, the “Additional Parent SEC Reports”), pursuant to the Exchange Act or the Securities Act. Parent Pace has heretofore furnished to the Company true and correct copies of all amendments and modifications that have not been filed or furnished by Parent Pace with the SEC to all agreements, documents and other instruments that previously had been filed or furnished by Parent Pace with the SEC and are currently in effect. As of their respective dates, the Pace SEC Reports (i) the Parent SEC Reports were, and the Additional Parent SEC Reports will be, in compliance complied in all material respects with the applicable requirements of the Securities Act, the Exchange Act and the Xxxxxxxx-Xxxxx Act, and the rules and regulations promulgated thereunder thereunder, and (ii) the Parent SEC Reports did not, at the time they were filed, or, if amended, as of the date of such amendment, and the Additional Parent SEC Reports will not, 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 Parent SEC Report or Additional Parent Pace 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 Parent SEC Report or Additional Parent Pace SEC Report. Each director and executive officer of Parent Pace has filed with the SEC on a timely basis all documents required with respect to Parent Pace by Section 16(a) of the Exchange Act and the rules and regulations thereunder.

SEC Filings; Financial Statements; Xxxxxxxx-Xxxxx. (a) Except as set forth on Section 5.07(a) of the Parent Disclosure Schedule, Parent has timely filed all prospectuses, registration statements, forms, reports, schedules, statements and other documents, including any exhibits thereto, required to be filed by it with the SEC since formation, together with any amendments, restatements or supplements thereto (collectively, the “Parent SEC Reports”), and will have filed all such forms, reports, schedules, statements and other documents, including any exhibits thereto, required to be filed by it with the SEC subsequent to the date of this Agreement through the Closing Date (collectively, the “Additional Parent SEC Reports”), pursuant to the Exchange Act or the Securities Act. Parent has heretofore furnished to the Company true and correct copies of all amendments and modifications that have not been filed by Parent with the SEC to all agreements, documents and other instruments that previously had been filed by Parent with the SEC and are currently in effect. As of their respective dates, (i) the Parent SEC Reports were, and the Additional Parent SEC Reports will be, in compliance in all material respects with the applicable requirements of the Securities Act, the Exchange Act and the Xxxxxxxx-Xxxxx Act, and the rules and regulations promulgated thereunder and (ii) the Parent SEC Reports did not, at the time they were filed, or, if amended, as of the date of such amendment, and the Additional Parent SEC Reports will not, 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 Parent SEC Report or Additional Parent 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 Parent SEC Report or Additional Parent SEC Report. Each director and executive officer of Parent has filed with the SEC on a timely basis all documents required with respect to Parent by Section 16(a) of the Exchange Act and the rules and regulations thereunder.

SEC Filings; Financial Statements; Xxxxxxxx-Xxxxx. (a) Except as set forth on Section 5.07(a) of the Parent Disclosure Schedule, Parent Acquiror has timely filed all prospectuses, registration statements, forms, reports, schedules, statements and other documents, including any exhibits thereto, required to be filed by it with the SEC Securities and Exchange Commission (the “SEC”) since formationSeptember 10, 2020, together with any amendments, restatements or supplements thereto (collectively, the “Parent Acquiror SEC Reports”), and will have filed all such forms, reports, schedules, statements and other documents, including any exhibits thereto, required to be filed by it with the SEC subsequent to the date of this Agreement through the Closing Date (collectively, the “Additional Parent SEC Reports”), pursuant to the Exchange Act or the Securities Act. Parent Acquiror has heretofore hereto furnished to the Company true and correct copies of all amendments and modifications that have not been filed by Parent Acquiror with the SEC to all agreements, documents and other instruments that previously had been filed by Parent with Acquiror with the SEC and are currently in effect. As of their respective dates, the Acquiror SEC Reports (i) the Parent SEC Reports were, and the Additional Parent SEC Reports will be, in compliance complied in all material respects with the applicable requirements of the Securities Act, the Exchange Act and the Xxxxxxxx-Xxxxx Act, and the rules and regulations promulgated thereunder thereunder, and (ii) the Parent SEC Reports did not, at the time they were filed, or, if amended, as of the date of such amendment, and the Additional Parent SEC Reports will not, 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 Parent SEC Report or Additional Parent 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 Parent SEC Report or Additional Parent Acquiror SEC Report. Each director and executive officer of Parent has filed Acquiror is in material compliance with the SEC on a timely basis all documents required with respect to Parent by filing requirements of Section 16(a) of the Exchange Act and the rules and regulations thereunder.

SEC Filings; Financial Statements; Xxxxxxxx-Xxxxx. (a) Except as set forth on Section 5.07(a) of the Parent Disclosure Schedule, Parent has timely filed all prospectuses, registration statements, forms, reports, schedules, statements and other documents, including any exhibits thereto, required to be filed or furnished by it with the SEC Securities and Exchange Commission (the “SEC”) since formationOctober 20, 2020 to the date of this Agreement, together with any amendments, restatements or supplements thereto (collectivelyall of the foregoing filed or furnished prior to the date of this Agreement, the “Parent SEC Reports”), and will have filed or furnished all such forms, reports, schedules, statements and other documents, including any exhibits thereto, documents required to be filed by it with the SEC or furnished subsequent to the date of this Agreement through the Closing Date (collectively, the “Additional Parent SEC Reports”). All Parent SEC Reports, pursuant Additional Parent SEC Reports, any correspondence from or to the SEC or NYSE (other than such correspondence in connection with the initial public offering of Parent) and all certifications and statements required by: (i) Rule 13a-14 or 15d-14 under the Exchange Act; or (ii) 18 U.S.C. § 1350 (Section 806) of the Xxxxxxxx-Xxxxx Act or with respect to any of the Securities Actforegoing are available on the SEC’s Electronic Data-Gathering, Analysis and Retrieval system (XXXXX) in full without redaction. Parent has heretofore furnished to the Company true and correct copies of all amendments and modifications that have not been filed by Parent with the SEC to all agreements, documents and other instruments that previously had been filed or furnished by Parent with the SEC and are currently in effect. As of their respective dates, (i) the Parent SEC Reports wereReports, and the Additional Parent SEC Reports will be, be (i) in compliance in all material respects with the applicable requirements of the Securities Act of 1933, as amended , and the rules and regulations thereunder (the “Securities Act”), the Exchange Act and the Xxxxxxxx-Xxxxx Act, and the rules and regulations promulgated thereunder and (ii) did not, and, with respect to the Additional Parent SEC Reports did will not, at the time they were filed(or are) filed or furnished, or, if amended, as of the date of such amendment, and the Additional Parent SEC Reports will not, 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 Parent SEC Report or Additional Parent 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 Parent SEC Report or Additional Parent SEC Report. Each director and executive officer of Parent has filed with the SEC on a timely basis all documents required with respect to Parent by Section 16(a) of the Exchange Act and the rules and regulations thereunderAct.

SEC Filings; Financial Statements; Xxxxxxxx-Xxxxx. (a) Except as set forth on Section 5.07(a) of the Parent Disclosure Schedule, Parent has timely filed all prospectuses, registration statements, forms, reports, schedules, statements and other documents, including any exhibits thereto, required to be filed by it with the SEC Securities and Exchange Commission (the “SEC”) since formationJanuary 12, 2022, together with any amendments, restatements or supplements thereto (collectively, as they have been amended since the time of their filing and including all exhibits thereto, the “Parent SEC Reports”), and will have filed all such forms, reports, schedules, statements and other documents, including any exhibits thereto, required to be filed by it with the SEC subsequent . Parent has prior to the date of this Agreement through the Closing Date (collectively, the “Additional Parent SEC Reports”), pursuant to the Exchange Act or the Securities Act. Parent has heretofore 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 Parent with the SEC to all agreements, documents and other instruments that previously had been filed by Parent with the SEC and are currently then in effect. As of their respective dates, (i) the Parent SEC Reports were, and the Additional Parent SEC Reports will be, in compliance (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 Xxxxxxxx-Xxxxx Act, and the rules and regulations promulgated thereunder thereunder, and (ii) the Parent SEC Reports did not, at the time they were filed, or, if amended, as of the date of such amendment, and the Additional Parent SEC Reports will not, 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 Parent SEC Report or Additional Parent 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; provided, however, notwithstanding the foregoing provisions of this Section 5.07(a), no representation or warranty is made by Parent with respect to information or statements made or incorporated by reference in the case SEC Documents that were not supplied by or on behalf of any other Parent SEC Report or Additional Parent SEC Reportfor use therein. Each director and executive officer of Parent has filed with the SEC on a timely basis all documents required with respect to Parent by Section 16(a) of the Exchange Act and the rules and regulations thereunder.

SEC Filings; Financial Statements; Xxxxxxxx-Xxxxx. (a) Except as set forth on Section 5.07(a) of the Parent Disclosure Schedule, Parent Novus has timely filed all prospectuses, registration statements, forms, reports, schedules, statements and other documents, including any exhibits thereto, required to be filed by it with the SEC Securities and Exchange Commission (the “SEC”) since formationFebruary 3, 2021, together with any amendments, restatements or supplements thereto (collectively, the “Parent Novus SEC Reports”), and will have filed all such forms, reports, schedules, statements and other documents, including any exhibits thereto, required to be filed by it with the SEC subsequent to the date of this Agreement through the Closing Date (collectively, the “Additional Parent SEC Reports”), pursuant to the Exchange Act or the Securities Act. Parent Novus has heretofore furnished to the Company true and correct copies of all amendments and modifications that have not been filed by Parent Novus with the SEC to all agreements, documents and other instruments that previously had been filed by Parent Novus with the SEC and are currently in effect. As of their respective dates, the Novus SEC Reports (i) the Parent SEC Reports were, and the Additional Parent SEC Reports will be, in compliance 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 Xxxxxxxx-Xxxxx Act, and the rules and regulations promulgated thereunder thereunder, and (ii) the Parent SEC Reports did not, at the time they were filed, or, if amended, as of the date of such amendment, and the Additional Parent SEC Reports will not, 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 Parent SEC Report or Additional Parent Novus 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 Parent SEC Report or Additional Parent Novus SEC Report. Each director and executive officer of Parent Novus has filed with the SEC on a timely basis all documents required with respect to Parent Novus by Section 16(a) of the Exchange Act and the rules and regulations thereunder.. 50

SEC Filings; Financial Statements; Xxxxxxxx-Xxxxx. (a) Except as set forth on Section 5.07(a) of the Parent Disclosure Schedule, Parent SPAC has timely filed all prospectuses, registration statements, forms, reports, schedules, statements and other documents, including any exhibits thereto, required to be filed by it with the SEC Securities and Exchange Commission (the “SEC”) since formationNovember 2, 2021, together with any amendments, restatements or supplements thereto (collectively, the “Parent SPAC SEC Reports”), and will have filed all such forms, reports, schedules, statements and other documents, including any exhibits thereto, required to be filed by it with the SEC subsequent to the date of this Agreement through the Closing Date (collectively, the “Additional Parent SEC Reports”), pursuant to the Exchange Act or the Securities Act. Parent SPAC has heretofore furnished to the Company true and correct copies of all amendments and modifications that have not been filed by Parent with the SEC to all agreements, documents and other instruments that previously had been filed by Parent SPAC with the SEC and are currently in effecteffect that have not been filed by SPAC with the SEC and that are required to be filed pursuant to the applicable Law. As Except as set forth on Section 5.07(a) of the SPAC Disclosure Schedule, as of their respective dates, the SPAC SEC Reports (i) the Parent SEC Reports were, and the Additional Parent SEC Reports will be, in compliance complied in all material respects with the applicable requirements of the Securities Act, the Exchange Act and the Xxxxxxxx-Xxxxx Act, and the rules and regulations promulgated thereunder thereunder, and (ii) the Parent SEC Reports did not, at the time they were filed, or, if amended, as of the date of such amendment, and the Additional Parent SEC Reports will not, 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 Parent SEC Report or Additional Parent 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 Parent SEC Report or Additional Parent SPAC SEC Report. Each director and executive officer of Parent SPAC has filed with the SEC on a timely basis all documents required with respect to Parent SPAC by Section 16(a) of the Exchange Act and the rules and regulations thereunder.

SEC Filings; Financial Statements; Xxxxxxxx-Xxxxx. (a) Except as set forth on Section 5.07(a) of the Parent Disclosure Schedule, Parent TortoiseCorp has timely filed all prospectuses, registration statements, forms, reports, schedules, statements and other documents, including any exhibits thereto, required to be filed by it with the SEC Securities and Exchange Commission (the “SEC”) since formationFebruary 27, 2019, together with any amendments, restatements or supplements thereto (collectively, the “Parent TortoiseCorp SEC Reports”), and will have filed all such forms, reports, schedules, statements and other documents, including any exhibits thereto, required to be filed by it with the SEC subsequent to the date of this Agreement through the Closing Date (collectively, the “Additional Parent SEC Reports”), pursuant to the Exchange Act or the Securities Act. Parent TortoiseCorp has heretofore furnished to the Company true and correct copies of all amendments and modifications that have not been filed by Parent TortoiseCorp with the SEC to all agreements, documents and other instruments that previously had been filed by Parent TortoiseCorp with the SEC and are currently in effect. As of their respective dates, the TortoiseCorp SEC Reports (i) the Parent SEC Reports were, and the Additional Parent SEC Reports will be, in compliance 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 Xxxxxxxx-Xxxxx Act, and the rules and regulations promulgated thereunder thereunder, and (ii) the Parent SEC Reports did not, at the time they were filed, or, if amended, as of the date of such amendment, and the Additional Parent SEC Reports will not, 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 Parent SEC Report or Additional Parent TortoiseCorp 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 Parent SEC Report or Additional Parent TortoiseCorp SEC Report. Each director and executive officer of Parent TortoiseCorp has filed with the SEC on a timely basis all documents required with respect to Parent TortoiseCorp by Section 16(a) of the Exchange Act and the rules and regulations thereunder.