Common use of SEC Reports; Financial Condition Clause in Contracts

SEC Reports; Financial Condition. (a) The Company has filed all SEC Reports and has made available to the Purchasers each SEC Report. The SEC Reports of the Company, including 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) Each of the consolidated balance sheets of the Company and the related 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 (the "Financial Statements") fairly present, in all material respects, the consolidated financial position of the Company as of the respective dates thereof, and the consolidated results of operations and cash flows of the Company 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 unaudited quarterly financial statements, to normal year-end audit adjustments. (c) Except as disclosed in the Financial Statements or in Section 3.6 of the Disclosure Letter, neither the Company nor any of its Subsidiaries has any material liability or obligation of any nature, (including, without limitation, any direct or indirect Indebtedness, guaranty, endorsement, claim, loss, damage, deficiency, cost, expense, obligation or responsibility, fixed or unfixed, known or unknown, asserted or unasserted, liquidated or unliquidated, secured or unsecured).

SEC Reports; Financial Condition. (a) The Company has filed all SEC Reports and has made available to the Purchasers each SEC Report. The SEC Reports of the Company, including 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) Each of the consolidated balance sheets of the Company and the related 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 (the "Financial Statements") fairly present, in all material respects, the consolidated financial position of the Company as of the respective dates thereof, and the consolidated results of operations and cash flows of the Company 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 unaudited quarterly financial statements, to normal year-end audit adjustments. (c) Except as disclosed in . As of the dates of the Financial Statements or in Section 3.6 of the Disclosure LetterStatements, neither the Company nor any of its consolidated Subsidiaries has had any material obligation, indebtedness or liability (whether accrued, absolute, contingent or obligation of any nature, (including, without limitation, any direct or indirect Indebtedness, guaranty, endorsement, claim, loss, damage, deficiency, cost, expense, obligation or responsibility, fixed or unfixedotherwise, known or unknown, asserted and whether due or unassertedto become due), liquidated which was not reflected or unliquidatedreserved against in the balance sheets or the notes thereto which are part of the Financial Statements, secured 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 unsecured)in the aggregate, would not materially and adversely affect the Condition of the Company.

SEC Reports; Financial Condition. (a) The Company has timely filed all SEC Reports and has made available to the Purchasers Purchaser each SEC Report. The SEC Reports of the Company, including 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) Each of the consolidated balance sheets of the Company and its Subsidiaries 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 (the "Financial Statements") 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 unaudited quarterly financial statements, to normal year-end audit adjustments. (c) Except The Pro Forma Balance Sheet delivered to the Purchaser 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 disclosed of the Closing Date in question. 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 Purchaser (i) were prepared by the Company in the Financial Statements or in Section 3.6 ordinary course of its operations consistent with past practice, (ii) are the Disclosure Lettermost current projections prepared by the Company relating to the periods covered thereby, neither 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 material liability or obligation of Person any nature, (including, without limitation, any direct or indirect Indebtedness, guaranty, endorsement, claim, loss, damage, deficiency, cost, expense, obligation or responsibility, fixed or unfixed, known or unknown, asserted or unasserted, liquidated or unliquidated, secured or unsecured)later dated projections.

SEC Reports; Financial Condition. (a1) The Company has filed all SEC Reports and has made available to the Purchasers each SEC Report. The SEC Reports of the Company, including 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. (b2) Each of the consolidated balance sheets of the Company and the related 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 (the "Financial Statements") fairly present, in all material respects, the consolidated financial position of the Company as of the respective dates thereof, and the consolidated results of operations and cash flows of the Company 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 unaudited quarterly financial statements, to normal year-end audit adjustments. (c3) Except as disclosed in the Financial Statements or in Section 3.6 of the Disclosure Letter, neither the Company nor any of its Subsidiaries has any material liability or obligation of any nature, (including, without limitation, any direct or indirect Indebtedness, guaranty, endorsement, claim, loss, damage, deficiency, cost, expense, obligation or responsibility, fixed or unfixed, known or unknown, asserted or unasserted, liquidated or unliquidated, secured or unsecured).

SEC Reports; Financial Condition. (a) The Company Borrower has timely filed all reports, together with any amendments required to be made with respect thereto, that were and are required to be filed as of the date hereof with the SEC, including, but not limited to, Forms 10-K, Forms 10-Q, Forms 8-K, proxy statements and all other communications mailed or made available by the Borrower to its stockholders required to be filed subsequent to January 1, 2014 (all such reports are collectively referred to herein as the "SEC Reports") and has paid all fees and assessments due and payable in connection with any of the foregoing. As of their respective dates, the SEC Reports and has made available to the Purchasers each SEC Report. The SEC Reports of the Company, (including any all financial statements or schedules included or incorporated therein by reference, (iinformation contained therein) comply complied in all material respects with the requirements Exchange Act and the rules and regulations promulgated thereunder, as in effect on the date so filed, except to the extent updated, amended, restated or corrected by a subsequent SEC Report filed or furnished to the SEC on or before the date hereof. None of the Exchange Act or the Securities Act or both, as the case may be, applicable to those SEC Reports contained when filed, and (ii) did any SEC Reports filed with the SEC subsequent to the date hereof will not at the time they were filed contain contain, any untrue statement of a material fact or fact, and none of the SEC Reports omitted when filed, and any SEC Reports filed with the SEC subsequent to the date hereof will not omit to state state, a material fact required to be stated or necessary in order to make the statements made in those SEC Reportstherein, in light of the circumstances under which they were made, not misleading. (b) Each The financial statements of the consolidated balance sheets of the Company and the related statements of income, stockholders' equity and cash flow, together with the notes thereto, which are Borrower included in or incorporated by reference into the SEC Reports of the Company (the "Financial Statements") fairly present, have been prepared in all material respects, the consolidated financial position of the Company as of the respective dates thereof, and the consolidated results of operations and cash flows of the Company as of the respective dates or for the respective periods set forth therein, all in conformity accordance with GAAP consistently applied during on a consistent basis throughout the periods involved, involved (except as otherwise set forth may be indicated in the notes thereto or, in the case of the unaudited statements, as may be permitted by Form 10-Q of the SEC and subject, in the case of the unaudited quarterly statements, to normal, year-end audit adjustments which could not reasonably be expected to be material, individually or in the aggregate) and fairly present in all material respects the financial position of the Borrower as of the respective dates thereof and the results of its operations, cash flows and changes in stockholders’ equity for the periods then ended (subject, in the case of unaudited interim statements, to normal recurring year-end audit adjustmentsadjustments that would not reasonably be expected, individually or in the aggregate, to have a material adverse effect on the business, financial condition, operating results, prospects or properties of the Borrower). (c) Except as disclosed in the Financial Statements or in Section 3.6 As of the Disclosure Letterdate hereof, neither since September 30, 2014, no event which would reasonably be expected to have a material adverse effect on the Company nor business, financial condition, operating results, prospects or properties of the Borrower or on the Borrower's ability to perform its obligations under this Agreement or under any of its Subsidiaries Loan Document has any material liability or obligation of any nature, (including, without limitation, any direct or indirect Indebtedness, guaranty, endorsement, claim, loss, damage, deficiency, cost, expense, obligation or responsibility, fixed or unfixed, known or unknown, asserted or unasserted, liquidated or unliquidated, secured or unsecured)occurred.