Common use of SEC Reports and Compliance Clause in Contracts

SEC Reports and Compliance. (a) The Partnership and its Subsidiaries have filed or furnished all forms, documents, statements and reports required to be filed or furnished prior to the date hereof by them with the Securities and Exchange Commission (the “SEC”) since January 1, 2006 (the forms, documents, statements and reports filed with or furnished to the SEC since January 1, 2006 and those filed or furnished with the SEC subsequent to the date of this Agreement, if any, including any amendments thereto, the “Xxxxxx SEC Documents”). As of their respective dates, or, if amended, as of the date of the last such amendment prior to the date hereof, the Xxxxxx SEC Documents complied, and each of the Xxxxxx SEC Documents filed or furnished subsequent to the date of this Agreement will comply, in all material respects with the requirements of the Securities Act and the Securities Exchange Act of 1934, as amended (the “Exchange Act”), as the case may be, and the applicable rules and regulations promulgated thereunder, and complied or will comply, as applicable, in all material respects with the then-applicable accounting standards and the rules and regulations of the SEC with respect thereto. None of the Xxxxxx SEC Documents so filed or furnished or that will be filed or furnished subsequent to the date of this Agreement contained or will contain, as the case may be, any untrue statement of a material fact or omitted or will omit to state any material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they were made, not misleading. (b) As of the date hereof, there are no outstanding comments from, or unresolved issues raised by, the SEC with respect to the Xxxxxx SEC Documents. (c) The financial statements (including all related notes and schedules) of the Partnership and its Subsidiaries included in or incorporated by reference into the Xxxxxx SEC Documents (the “Xxxxxx Financial Statements”) fairly present, in all material respects, the financial position of the Partnership and its Subsidiaries, taken as a whole, as at the respective dates thereof, and the results of their operations and their cash flows for the respective periods then ended (subject, in the case of the unaudited statements, to normal year-end audit adjustments and to any other adjustments described therein, including the notes thereto) in conformity with United States generally accepted accounting principles (“GAAP”) (except, in the case of the unaudited statements, as permitted by the SEC) applied on a consistent basis during the periods involved (except as may be specified therein or in the notes thereto).

SEC Reports and Compliance. (a) The Partnership and its Subsidiaries Holdings Parties have filed or furnished all forms, documents, statements and reports required to be filed or furnished prior to the date hereof by them with the Securities and Exchange Commission (the “SEC”) since January 1, 2006 2007 (the forms, documents, statements and reports filed with or furnished to the SEC since January 1, 2006 2007 and those filed or furnished with the SEC subsequent to the date of this Agreement, if any, including any amendments thereto, the “Xxxxxx Holdings SEC Documents”). As of their respective dates, or, if amended, as of the date of the last such amendment prior to the date hereof, the Xxxxxx Holdings SEC Documents complied, and each of the Xxxxxx Holdings SEC Documents filed or furnished subsequent to the date of this Agreement will comply, in all material respects with the requirements of the Securities Act and the Securities Exchange Act of 1934, as amended (the “Exchange Act”), as the case may be, and the applicable rules and regulations promulgated thereunder, and complied or will comply, as applicable, in all material respects with the then-applicable accounting standards and the rules and regulations of the SEC with respect thereto. None of the Xxxxxx Holdings SEC Documents so filed or furnished or that will be filed or furnished subsequent to the date of this Agreement contained or will contain, as the case may be, any untrue statement of a material fact or omitted or will omit to state any material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they were made, not misleading. (b) As of the date hereof, there are no outstanding comments from, or unresolved issues raised by, the SEC with respect to the Xxxxxx Holdings SEC Documents. (c) The financial statements (including all related notes and schedules) of the Partnership Holdings and its Subsidiaries included in or incorporated by reference into the Xxxxxx Holdings SEC Documents (the “Xxxxxx Holdings Financial Statements”) fairly present, in all material respects, the financial position of the Partnership Holdings and its Subsidiaries, taken as a whole, as at the respective dates thereof, and the results of their operations and their cash flows for the respective periods then ended (subject, in the case of the unaudited statements, to normal year-end audit adjustments and to any other adjustments described therein, including the notes thereto) in conformity with United States generally accepted accounting principles (“GAAP”) (except, in the case of the unaudited statements, as permitted by the SEC) applied on a consistent basis during the periods involved (except as may be specified therein or in the notes thereto).

SEC Reports and Compliance. (a) The Partnership and its Subsidiaries have has filed or furnished all forms, documents, statements and reports required to be filed or furnished prior to the date hereof by them with the Securities and Exchange Commission (the “SEC”) since January 1, 2006 (the forms, documents, statements and reports filed with or furnished to the SEC since January 1, 2006 2012 (such documents, together with all exhibits and those filed or furnished with the SEC subsequent to the date of this Agreement, if any, including any amendments theretoschedules thereto and all information incorporated therein by reference, the “Xxxxxx Partnership SEC Documents”). As of their respective dates, or, if revised, amended, supplemented or superseded by a later-filed Partnership SEC Document, as of the date of the last such amendment prior to the date hereofrevision, amendment, supplement or superseding filing, the Xxxxxx Partnership SEC Documents complied, and each of the Xxxxxx SEC Documents filed or furnished subsequent to the date of this Agreement will comply, complied in all material respects respects, to the extent in effect at the time of such filing, with the requirements of the Securities Act and the Securities Exchange Act of 19341933, as amended (the “Exchange Securities Act”), as the case may beExchange Act, and the applicable Xxxxxxxx-Xxxxx Act of 2002 (including the rules and regulations promulgated thereunder, and complied or will comply, as applicable, in all material respects with the then-“SOX”) applicable accounting standards and the rules and regulations of the to such Partnership SEC with respect theretoDocuments. None of the Xxxxxx Partnership SEC Documents so filed or furnished or that will be filed or furnished subsequent to the date of this Agreement contained or will contain, as the case may be, any untrue statement of a material fact or omitted or will omit to state any material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they were made, not misleading. (b) As of the date hereof, there are no outstanding comments from, or unresolved issues raised by, the SEC with respect to the Xxxxxx SEC Documents. (c) The consolidated financial statements (including all related notes and schedules) of the Partnership and its Subsidiaries included in or incorporated by reference into the Xxxxxx Partnership SEC Documents (the “Xxxxxx Partnership Financial Statements”) fairly present, in all material respects, the consolidated financial position of the Partnership and its Subsidiaries, taken as a whole, Subsidiaries as at the respective dates thereof, and the results of their operations and their cash flows for the respective periods then ended (subject, in the case of the unaudited statements, to normal year-end audit adjustments and to any other adjustments described therein, including the notes thereto) in conformity with United States generally accepted accounting principles (“GAAP”) (except, in the case of the unaudited statements, as permitted by the SEC) applied on a consistent basis during the periods involved (except as may be specified therein or in the notes thereto).

SEC Reports and Compliance. (a) The Partnership and its Subsidiaries have has filed or furnished all forms, documents, statements and reports required to be filed or furnished prior to the date hereof by them with the Securities and Exchange Commission (the “SEC”) since January 1, 2006 (the forms, documents, statements and reports filed with or furnished to the SEC since January 1, 2006 2013 (such documents, together with all exhibits and those filed or furnished with the SEC subsequent to the date of this Agreement, if any, including any amendments theretoschedules thereto and all information incorporated therein by reference, the “Xxxxxx Partnership SEC Documents”). As of their respective dates, or, if revised, amended, supplemented or superseded by a later-filed Partnership SEC Document, as of the date of the last such amendment prior to the date hereofrevision, amendment, supplement or superseding filing, the Xxxxxx Partnership SEC Documents complied, and each of the Xxxxxx SEC Documents filed or furnished subsequent to the date of this Agreement will comply, complied in all material respects respects, to the extent in effect at the time of such filing, with the requirements of the Securities Act and the Securities Exchange Act of 19341933, as amended (the “Exchange Securities Act”), as the case may beExchange Act, and the applicable Xxxxxxxx-Xxxxx Act of 2002 (including the rules and regulations promulgated thereunder, and complied or will comply, as applicable, in all material respects with the then-“SOX”) applicable accounting standards and the rules and regulations of the to such Partnership SEC with respect theretoDocuments. None of the Xxxxxx Partnership SEC Documents so filed or furnished or that will be filed or furnished subsequent to the date of this Agreement contained or will contain, as the case may be, any untrue statement of a material fact or omitted or will omit to state any material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they were made, not misleading. (b) As of the date hereof, there are no outstanding comments from, or unresolved issues raised by, the SEC with respect to the Xxxxxx SEC Documents. (c) The consolidated financial statements (including all related notes and schedules) of the Partnership and its Subsidiaries included in or incorporated by reference into the Xxxxxx Partnership SEC Documents (the “Xxxxxx Partnership Financial Statements”) fairly present, in all material respects, the consolidated financial position of the Partnership and its Subsidiaries, taken as a whole, Subsidiaries as at the respective dates thereof, and the results of their operations and their cash flows for the respective periods then ended (subject, in the case of the unaudited statements, to normal year-end audit adjustments and to any other adjustments described therein, including the notes thereto) in conformity with United States generally accepted accounting principles (“GAAP”) (except, in the case of the unaudited statements, as permitted by the SEC) applied on a consistent basis during the periods involved (except as may be specified therein or in the notes thereto).