Common use of SEC Reports; Financial Condition Clause in Contracts

SEC Reports; Financial Condition. (a) The Company and its Subsidiaries have filed all SEC Reports and have made available to the Purchasers each SEC Report. The SEC Reports, including, without limitation, any financial statements or schedules included or incorporated therein by reference, (i) comply in all material respects with the requirements of the Exchange Act or the Securities Act or both, as the case may be, applicable to those SEC Reports and (ii) did not at the time they were filed contain any untrue statement of a material fact or omit to state a material fact required to be stated or necessary in order to make the statements made in those SEC Reports, in light of the circumstances under which they were made, not misleading. (b) The Company has furnished the Purchasers with true and complete copies of (i) the audited consolidated balance sheets of the Company and its Subsidiaries as of their fiscal year end for each of 1999, 2000, 2001 and the related consolidated statements of income, stockholders’ equity and cash flow, together with the notes thereto, of the Company and its Subsidiaries for the years then ended, together with the report of, with respect to fiscal years 1900 and 2000, Xxxxxx Xxxxxxxx LLP, and with respect to fiscal year 0000, Xxxxx & Young, LLP thereon (the “Audited Financial Statements”), and (ii) the unaudited consolidated balance sheets of the Company and its Subsidiaries as of September 30, 2002 and the related consolidated statements of income, stockholders’ equity and cash flow, together with the notes thereto, of the Company and its Subsidiaries for the fiscal quarter ended September 30, 2002 (the “Unaudited Financial Statements”). The Audited Financial Statements and the Unaudited Financial Statements accurately and fairly present, in all material respects, the consolidated financial position of the Company and its Subsidiaries as of the respective dates thereof, and the consolidated results of operations and cash flows of the Company and its Subsidiaries as of the respective dates or for the respective periods set forth therein, all in conformity with GAAP consistently applied during the periods involved, except as otherwise set forth in the notes thereto and subject, in the case of the Unaudited Financial Statements, to normal year-end audit adjustments. As of the dates of the Financial Statements, the Company had no obligation, indebtedness or liability (whether accrued, absolute, contingent or otherwise, known or unknown, and whether due or to become due), which was not reflected or reserved against in the balance sheets or the notes thereto which are part of the Financial Statements, except for those incurred in the ordinary course of business and which are fully reflected on the Company’s books of account and which, individually or in the aggregate, would not have a material adverse effect on the Condition of the Company.

SEC Reports; Financial Condition. (a) The Company and its Subsidiaries have Holdings has filed all SEC Reports and have has made available to the Purchasers each SEC Report. The SEC ReportsReports of Holdings, including, without limitation, any financial statements or schedules included or incorporated therein by reference, (i) comply in all material respects with the requirements of the Exchange Act or the Securities Act or both, as the case may be, applicable to those SEC Reports and (ii) did not at the time they were filed in the case of Exchange Act filings, or became effective in the case of Securities Act filings, contain any untrue statement of a material fact or omit to state a material fact required to be stated or necessary in order to make the statements made in those SEC Reports, in light of the circumstances under which they were made, and at the time they were made, not misleading. No Subsidiary of Holdings is subject to the periodic reporting requirements of the Exchange Act or is otherwise required to file any documents with the Commission or any national securities exchange or quotation service or comparable Governmental Authority. (b) The Company Holdings has furnished the Purchasers with true and complete copies of (i) the audited consolidated balance sheets of the Company Holdings and its Subsidiaries as of their fiscal year end for each of December 31, 2000 and December 31, 1999, 2000, 2001 and the related consolidated statements of income, stockholders’ ' equity and cash flowflows, together with the notes thereto, of the Company Holdings and its Subsidiaries for each of the three years then endedended December 31, 2000, together with the report of, with respect to fiscal years 1900 and 2000, Xxxxxx Xxxxxxxx LLP, and with respect to fiscal year 0000, Xxxxx & Young, of Pricewaterhouse Coopers LLP thereon (the “Audited Financial Statements”"AUDITED FINANCIAL STATEMENTS"), and (ii) the unaudited consolidated balance sheets sheet and the preliminary consolidating balance sheet of the Company Holdings and its Subsidiaries Subsidiaries, each as of September 30, 2002 2001, and the related unaudited consolidated and preliminary consolidating statements of income, stockholders’ equity and cash flow, together with the notes thereto, of the Company Holdings and its Subsidiaries for the fiscal quarter nine months ended September 30, 2002 2001 (the “Unaudited Financial Statements”"INTERIM FINANCIAL STATEMENTS"). The Audited Financial Statements and the Unaudited Interim Financial Statements accurately and Statements, which were provided to the Purchasers, fairly present, in all material respects, the consolidated financial position of the Company Holdings and each of its Subsidiaries as of the respective dates thereof, and the consolidated results of operations and cash flows of the Company Holdings and each of its Subsidiaries as of the respective dates or for the respective periods set forth therein, all in conformity with GAAP GAAP, consistently applied during the periods involved, except as otherwise set forth in the notes thereto and subject, in the case of the Unaudited Interim Financial Statements, to normal year-end and quarterly audit and reserve adjustments, as the case may be. As of the dates of the Financial Statements, the Company neither Holdings nor its Subsidiaries had no any obligation, indebtedness or liability (whether accrued, absolute, contingent or otherwise, known or unknown, and whether due or to become due), which was not reflected or reserved against in the balance sheets or the notes thereto which are part of the Audited Financial Statements, except for those incurred to the extent required to be reflected or reserved against in accordance with GAAP. To the knowledge of Borrower and Holdings, the T56 Financial Information is true, complete and correct in all material respects. (c) The As Adjusted Balance Sheet delivered to the Purchasers fairly presents in all material respects the assets and liabilities of Holdings and its Subsidiaries taken as a whole on a consolidated basis as of November 30, 2001, and on an as adjusted basis after taking into account the consummation of the Transaction based on the assumptions set forth therein. The historical information included in the ordinary course As Adjusted Balance Sheet has been prepared in accordance with GAAP, consistently applied subject to normal year end and quarterly reserve and audit adjustments. (d) The financial projections of business Holdings and its Subsidiaries set forth on Schedule 5.12(d) heretofore delivered to the Purchasers (i) are the most current financial projections prepared by Holdings relating to the periods covered thereby, and (ii) are based on assumptions which each Borrower and Holdings believed to be reasonable when made and such assumptions and projections are fully reflected believed by each of Borrower and Holdings to be reasonable on the Company’s books date hereof, in light of account current conditions and which, individually or in the aggregate, would not have a material adverse effect on the Condition current facts known by them. Neither Holdings nor any of the Companyits Subsidiaries has delivered to any Person any similar later dated projections.

SEC Reports; Financial Condition. (a) The Company and its Subsidiaries have has filed all SEC Reports and have has made available to the Purchasers each SEC Report. The SEC ReportsReports of the Company, including, without limitation, any financial statements or schedules included or incorporated therein by reference, (i) comply in all material respects with the requirements of the Exchange Act or the Securities Act or both, as the case may be, applicable to those SEC Reports and (ii) did not at the time they were filed contain any untrue statement of a material fact or omit to state a material fact required to be stated or necessary in order to make the statements made in those SEC Reports, in light of the circumstances under which they were made, not misleading. No Subsidiary of the Company is subject to the periodic reporting requirements of the Exchange Act or is otherwise required to file any documents with the Commission or any national securities exchange or quotation service or comparable Governmental Authority. (b) The Company has furnished Each of the Purchasers with true and complete copies of (i) the audited consolidated balance sheets of the Company and its Subsidiaries as of their fiscal year end for each of 1999, 2000, 2001 and the related consolidated statements of income, stockholders’ ' equity and cash flow, together with the notes thereto, which are included in or incorporated by reference into the SEC Reports of the Company and its Subsidiaries for the years then ended, together with the report of, with respect to fiscal years 1900 and 2000, Xxxxxx Xxxxxxxx LLP, and with respect to fiscal year 0000, Xxxxx & Young, LLP thereon (the “Audited Financial Statements”), and (ii) the unaudited consolidated balance sheets of the Company and its Subsidiaries as of September 30, 2002 and the related consolidated statements of income, stockholders’ equity and cash flow, together with the notes thereto, of the Company and its Subsidiaries for the fiscal quarter ended September 30, 2002 (the “Unaudited Financial Statements”). The Audited Financial Statements and the Unaudited Financial Statements accurately and fairly present, in all material respects, the consolidated financial position of the Company and each of its Subsidiaries as of the respective dates thereof, and the consolidated results of operations and cash flows of the Company and each of its Subsidiaries as of the respective dates or for the respective periods set forth therein, all in conformity with GAAP consistently applied during the periods involved, except as otherwise set forth in the notes thereto and subject, in the case of the Unaudited Financial Statementsunaudited quarterly financial statements, to normal year-end audit adjustments. As of the dates of the Financial Statementsfinancial statements which are included in or incorporated by reference into the SEC Reports, the Company had no obligation, indebtedness or liability (whether accrued, absolute, contingent or otherwise, known or unknown, and whether due or to become due), which was not reflected or reserved against in the balance sheets or the notes thereto which are part of the Financial Statementsfinancial statements, except for those incurred in the ordinary course of business and which are fully reflected on the Company’s 's books of account and which, individually or in the aggregate, would not have a material adverse effect on materially and adversely affect the Condition of the Company. (c) The Pro Forma Balance Sheet delivered to the Purchasers sets forth the assets and liabilities of the Company and each of its Subsidiaries on a pro forma consolidated basis after taking into account the consummation of the transactions contemplated in this Agreement as of July 30, 2000. The Pro Forma Balance Sheet has been prepared by the Company in accordance with GAAP, consistently applied, and fairly presents in all material respects the assets and liabilities of the Company and its Subsidiaries on a consolidated basis, reflecting the consummation of the transactions contemplated in this Agreement and based on the assumptions set forth therein as of the Closing Date. (d) The projections of the Company and its Subsidiaries on a consolidated basis heretofore delivered to the Purchasers (i) were prepared by the Company in the ordinary course of its operations consistent with past practice, (ii) are the most current projections prepared by the Company relating to the periods covered thereby, and (iii) are based on assumptions which were reasonable when made and such assumptions and projections are reasonable on the date hereof except for the changes in the principal amount of the Notes. Neither the Company nor any of its Subsidiaries has delivered to any Person any later dated projections.

SEC Reports; Financial Condition. (a) The Company and its Subsidiaries have has filed all forms, reports and documents required to be filed by the Company with the SEC Reports and have made available to since December 31, 2011 (the Purchasers each “SEC ReportReports”). The SEC Reports, including, without limitation, Reports (including any financial statements or schedules included filed as a part thereof or incorporated therein by reference, reference therein) (i) comply at the time filed (or if amended or superseded by a filing prior to the Signing Date, then on the date of such subsequent filing), complied in all material respects with the applicable requirements of the Exchange Act or the Securities Act or bothand the Exchange Act, as the case may be, applicable to those SEC Reports and (ii) did not not, at the time they were filed (or if amended or superseded by a filing prior to the date of this Agreement, then on the date of such subsequent filing), 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 made in those such Company SEC Reports, in the light of the circumstances under which they were made, not misleading. (b) The audited and unaudited consolidated financial statements of the Company has furnished and the Purchasers with true and complete copies of related notes thereto contained in the SEC Reports (ithe “Company Financial Statements”) present fairly the audited consolidated balance sheets financial position of the Company and its Subsidiaries as of their fiscal year end for each of 1999, 2000, 2001 at such date and the related consolidated statements results of income, stockholders’ equity and cash flow, together with the notes thereto, operations of the Company and its Subsidiaries for the years then endedperiods set forth therein; provided, together with however, that the report of, with respect unaudited financial statements are subject to fiscal years 1900 and 2000, Xxxxxx Xxxxxxxx LLP, and with respect to fiscal year 0000, Xxxxx & Young, LLP thereon (the “Audited normal year-end adjustments. The Company Financial Statements”), including the related notes thereto, have been prepared in accordance with generally accepted accounting principles in the United States as in effect for the periods covered thereby. (c) Except and (ii) to the unaudited extent set forth on the consolidated balance sheets sheet of the Company and its Subsidiaries as of September 30at December 31, 2002 and 2014 included in the related consolidated statements of income10-K, stockholders’ equity and cash flow, together with the notes thereto, of neither the Company and nor any of its Subsidiaries for the fiscal quarter ended September 30, 2002 (the “Unaudited Financial Statements”). The Audited Financial Statements and the Unaudited Financial Statements accurately and fairly present, in all material respects, the consolidated financial position has any liability or obligation of the Company and its Subsidiaries as of the respective dates thereof, and the consolidated results of operations and cash flows of the Company and its Subsidiaries as of the respective dates or for the respective periods set forth therein, all in conformity with GAAP consistently applied during the periods involved, except as otherwise set forth in the notes thereto and subject, in the case of the Unaudited Financial Statements, to normal year-end audit adjustments. As of the dates of the Financial Statements, the Company had no obligation, indebtedness or liability (whether accrued, absolute, contingent or otherwise, known or unknown, and whether due or to become due), which was not reflected or reserved against in the balance sheets or the notes thereto which are part of the Financial Statementsany nature, except for those (i) liabilities or obligations incurred in the ordinary course of business and which consistent with past practice since December 31, 2014, (ii) liabilities that are fully reflected on not otherwise required to be disclosed in the Company’s books of account and whichCompany Financial Statements, (iii) liabilities incurred in compliance with the Eureka Budget, or (iv) liabilities that, individually or in the aggregate, would not have a material adverse effect on the Condition of the Companyexceed One Million Dollars ($1,000,000).

SEC Reports; Financial Condition. (a) The Company and its Subsidiaries have has filed all SEC Reports and have has made available to the Purchasers Purchaser each SEC Report. The SEC ReportsReports of the Company, including, without limitation, any financial statements or schedules included or incorporated therein by reference, (i) comply in all material respects with the requirements of the Exchange Act or the Securities Act or both, as the case may be, applicable to those SEC Reports Reports, and (ii) did not at the time they were filed contain any untrue statement of a material fact or omit to state a material fact required to be stated or necessary in order to make the statements made in those SEC Reports, in light of the circumstances under which they were made, not misleading. No Subsidiary of the Company is subject to the periodic reporting requirements of the Exchange Act or is otherwise required to file any documents with the Commission or any national securities exchange or quotation service or comparable Governmental Authority. (b) The Company has furnished the Purchasers Purchaser with true and complete copies of (i) the audited consolidated and consolidating balance sheets of the Company and its Subsidiaries as of their fiscal year end for each of 1999December 31, 20002002 and December 31, 2001 and the related consolidated and consolidating statements of income, stockholders’ equity and cash flow, together with the notes thereto, of the Company and its Subsidiaries for the years then ended, together with the report of, with respect to fiscal years 1900 and 2000, Xxxxxx Xxxxxxxx LLP, and with respect to fiscal year 0000, Xxxxx of Ernst & Young, Young LLP thereon (the “Audited Financial Statements”), and (ii) the unaudited consolidated and consolidating balance sheets of the Company and its Subsidiaries as of September 30, 2002 2003 and the related consolidated and consolidating statements of income, stockholders’ equity and cash flow, together with the notes thereto, of the Company and its Subsidiaries for the fiscal quarter nine-month period then ended September 30, 2002 (the “Unaudited Financial Statements”). The Audited Each of the consolidated and consolidating balance sheets of the Company and its Subsidiaries included in the Financial Statements and the Unaudited Financial Statements accurately related statements of income, stockholders’ equity and cash flow, together with the notes thereto, and such of them as are included in or incorporated by reference into the SEC Reports of the Company, fairly present, in all material respects, the consolidated and consolidating financial position of the Company and its Subsidiaries as of the respective dates thereof, and the consolidated and consolidating results of operations and cash flows of the Company and its Subsidiaries as of the respective dates or for the respective periods set forth therein, all in conformity with GAAP consistently applied during the periods involved, except as otherwise set forth in the notes thereto and subject, in the case of the Unaudited Financial Statements, to normal year-end audit adjustmentsadjustments and absence of footnotes in the Unaudited Financial Statements. As of the dates of the Financial Statements, the Company and its Subsidiaries had no obligation, indebtedness or liability (whether accrued, absolute, contingent or otherwise, known or unknown, and whether due or to become due), which was not reflected or reserved against in the balance sheets or the notes thereto which are part of the Financial Statements, except for those incurred in the ordinary course of business and which are fully reflected on the Company’s books of account and which, individually or in the aggregate, would not have result in a Material Adverse Effect. (c) Except as set forth on Schedule 5.11(c), the Group owes no Indebtedness to, and has no commitments to make Investments in, and has no Contingent Obligations in respect of obligations and liabilities of, any P.D. Holdings Group Member or any member of Pumpkin Group. (d) The Pro Forma Balance Sheet delivered to the Purchaser sets forth the assets and liabilities of the Group as of the date thereof on a pro forma consolidated and consolidating basis after taking into account the consummation of the transactions contemplated in this Agreement and the other Investment Documents to be consummated as of the Closing Date. The Pro Forma Balance Sheet has been prepared by the Company in accordance with GAAP and fairly presents in all material adverse effect respects the assets and liabilities of the Group and each Group Member as of the date thereof, reflecting the consummation of the transactions contemplated in this Agreement to be consummated on the Condition Closing Date and based on the assumptions set forth therein. (e) The projections of the CompanyCompany dated January 13, 2004 for identification, heretofore delivered to WMF (i) were prepared by the Company in the ordinary course of its operations consistent with past practice, (ii) are the most current projections prepared by the Company relating to the periods covered thereby, and (iii) are based on assumptions which were reasonable when made and such assumptions and projections are reasonable on the date hereof. Neither the Company nor any of its Subsidiaries has delivered to any Person any later dated projections.

SEC Reports; Financial Condition. (a) The Company and its Subsidiaries have has filed all forms, reports and documents required to be filed by the Company with the SEC Reports and have made available to since December 31, 2017 (the Purchasers each “SEC ReportReports”). The SEC Reports, including, without limitation, Reports (including any financial statements or schedules included filed as a part thereof or incorporated therein by reference, reference therein) (i) comply at the time filed (or if amended or superseded by a filing prior to the Effective Date, then on the date of such subsequent filing), complied in all material respects with the applicable requirements of the Exchange Act or the Securities Act or bothand the Exchange Act, as the case may be, applicable to those SEC Reports and (ii) did not not, at the time they were filed (or if amended or superseded by a filing prior to the date of this Agreement, then on the date of such subsequent filing), 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 made in those such Company SEC Reports, in the light of the circumstances under which they were made, not misleading. (b) The audited and unaudited consolidated financial statements of the Company has furnished and the Purchasers with true and complete copies of related notes thereto contained in the SEC Reports (ithe “Company Financial Statements”) present fairly the audited consolidated balance sheets financial position of the Company and its Subsidiaries as of their fiscal year end for each of 1999, 2000, 2001 at such date and the related consolidated statements results of income, stockholders’ equity and cash flow, together with the notes thereto, operations of the Company and its Subsidiaries for the years then endedperiods set forth therein; provided, together with however, that the report of, with respect unaudited financial statements are subject to fiscal years 1900 and 2000, Xxxxxx Xxxxxxxx LLP, and with respect to fiscal year 0000, Xxxxx & Young, LLP thereon (the “Audited normal year-end adjustments. The Company Financial Statements”), including the related notes thereto, have been prepared in accordance with generally accepted accounting principles in the United States as in effect for the periods covered thereby. (c) Except and (ii) to the unaudited extent set forth on the consolidated balance sheets sheet of the Company and its Subsidiaries as of at September 30, 2002 and 2019 included in the related consolidated statements of income10-Q or as otherwise disclosed in the 10-Q, stockholders’ equity and cash flow, together with the notes thereto, of neither the Company and nor any of its Subsidiaries for the fiscal quarter ended September 30, 2002 (the “Unaudited Financial Statements”). The Audited Financial Statements and the Unaudited Financial Statements accurately and fairly present, in all material respects, the consolidated financial position has any liability or obligation of the Company and its Subsidiaries as of the respective dates thereof, and the consolidated results of operations and cash flows of the Company and its Subsidiaries as of the respective dates or for the respective periods set forth therein, all in conformity with GAAP consistently applied during the periods involved, except as otherwise set forth in the notes thereto and subject, in the case of the Unaudited Financial Statements, to normal year-end audit adjustments. As of the dates of the Financial Statements, the Company had no obligation, indebtedness or liability (whether accrued, absolute, contingent or otherwise, known or unknown, and whether due or to become due), which was not reflected or reserved against in the balance sheets or the notes thereto which are part of the Financial Statementsany nature, except for those (i) liabilities or obligations incurred in the ordinary course of business and which consistent with past practice since September 30, 2019, (ii) liabilities that are fully reflected on not otherwise required to be disclosed in the Company’s books of account and whichCompany Financial Statements, (iii) liabilities incurred in compliance with the Eureka Budget, or (iv) liabilities that, individually or in the aggregate, would not have a material adverse effect on the Condition of the Companyexceed One Million Dollars ($1,000,000).

SEC Reports; Financial Condition. (a) The Company and its Subsidiaries have filed all SEC Reports and have made available to the Purchasers Purchaser each SEC Report. The SEC Reports, including, without limitation, any financial statements or schedules included or incorporated therein by reference, (i) comply in all material respects with the requirements of the Exchange Act or the Securities Act or both, as the case may be, applicable to those SEC Reports and (ii) did not at the time they were filed contain any untrue statement of a material fact or omit to state a material fact required to be stated or necessary in order to make the statements made in those SEC Reports, in light of the circumstances under which they were made, not misleading. (b) The Company has furnished the Purchasers Purchaser with true and complete copies of (i) the audited consolidated balance sheets of the Company and its Subsidiaries as of their fiscal year end for each of 1999, 2000, 2001 and the related consolidated statements of income, stockholders’ ' equity and cash flow, together with the notes thereto, of the Company and its Subsidiaries for the years then ended, together with the report of, with respect to fiscal years 1900 and 2000, of Xxxxxx Xxxxxxxx LLP, and with respect to fiscal year 0000, Xxxxx & Young, LLP thereon (the “Audited Financial Statements”"AUDITED FINANCIAL STATEMENTS"), and (ii) the unaudited consolidated balance sheets of the Company and its Subsidiaries as of September March 30, 2002 and the related consolidated statements of income, stockholders’ ' equity and cash flow, together with the notes thereto, of the Company and its Subsidiaries for the fiscal quarter year ended September March 30, 2002 (the “Unaudited Financial Statements”). The Audited Financial Statements and the Unaudited Financial Statements accurately and fairly present, in all material respects, the consolidated financial position of the Company and its Subsidiaries as of the respective dates thereof, and the consolidated results of operations and cash flows of the Company and its Subsidiaries as of the respective dates or for the respective periods set forth therein, all in conformity with GAAP consistently applied during the periods involved, except as otherwise set forth in the notes thereto and subject, in the case of the Unaudited Financial Statements, to normal year-end audit adjustments. As of the dates of the Financial Statements, the Company had no obligation, indebtedness or liability (whether accrued, absolute, contingent or otherwise, known or unknown, and whether due or to become due), which was not reflected or reserved against in the balance sheets or the notes thereto which are part of the Financial Statements, except for those incurred in the ordinary course of business and which are fully reflected on the Company’s books of account and which, individually or in the aggregate, would not have a material adverse effect on the Condition of the Company."UNAUDITED