Common use of SEC Reports; Financial Statements; Undisclosed Liabilities Clause in Contracts

SEC Reports; Financial Statements; Undisclosed Liabilities. (i) Each of the Company and CPPL has filed or furnished, as applicable, all forms, statements, certifications, reports and other documents required to be filed or furnished by it with the SEC (the forms, statements, certifications, reports and other documents of the Company and CPPL so filed or furnished and those filed or furnished subsequent to the date of this Agreement, including all exhibits and other information incorporated therein and all amendments and supplements thereto, the “SEC Reports”). As of their respective dates of filing, or, if amended or superseded by a subsequent filing made prior to the date of this Agreement, as of the date of the last such amendment or superseding filing prior to the date of this Agreement, the SEC Reports complied, and, in the case of the Proxy Statement or any registration statement, complied or will comply, in all material respects with the applicable requirements of the Securities Act, the Exchange Act and the Xxxxxxxx-Xxxxx Act of 2002 (the “Xxxxxxxx-Xxxxx Act”), as the case may be, and the applicable rules and regulations promulgated thereunder, each as in effect on the date of any such filing. As of the time of filing with the SEC (or, if amended prior to the date of this Agreement, as of the date of such amendment), none of the SEC Reports so filed contained any untrue statement of a material fact or omitted to state a material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading, except to the extent that the information in such SEC Reports has been amended or superseded by a later SEC Report filed prior to the date of this Agreement. Each SEC Report that is a registration statement or prospectus, as amended, if applicable, filed pursuant to the Securities Act, as of the date such registration statement, prospectus or applicable amendment became effective, did not contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements made therein, in light of the circumstances in which they were made, not misleading.

SEC Reports; Financial Statements; Undisclosed Liabilities. (ia) Each of the Company and CPPL The SPAC has filed or furnishedfurnished in a timely manner all required registration statements, as applicablereports, all schedules, forms, statements, certifications, reports statements and other documents required to be filed or furnished by it with the SEC (the forms, statements, certifications, reports and other documents of the Company and CPPL so filed or furnished and those filed or furnished subsequent prior to the date of this AgreementAgreement (collectively, as they have been amended since the time of their filing and including all exhibits and other information incorporated therein and all amendments and supplements thereto, the “SEC Reports”), and, as of the Closing, will have filed or furnished all other statements, reports, schedules, forms, statements and other documents required to be filed or furnished by with the SEC subsequent to the date of this Agreement (collectively, as they have been amended since the time of their filing and including all exhibits thereto, the “Additional SEC Reports”). As None of the SEC Reports, as of their respective dates of filing, or, (or if amended or superseded by a subsequent filing made prior to the date of this Agreement, as of the date of the last such amendment or superseding filing prior to the date of this AgreementClosing Date, the SEC Reports complied, and, in the case of the Proxy Statement or any registration statement, complied or will comply, in all material respects with the applicable requirements of the Securities Act, the Exchange Act and the Xxxxxxxx-Xxxxx Act of 2002 (the “Xxxxxxxx-Xxxxx Act”), as the case may be, and the applicable rules and regulations promulgated thereunder, each as in effect then on the date of any such subsequent filing. As ) and none of the time Additional SEC Reports as of filing with the SEC their respective dates (or, or if amended or superseded by a filing prior to the date of this AgreementClosing Date, as of then on the date of such amendmentsubsequent filing), none of the SEC Reports so filed contained any untrue statement of a material fact or omitted to state a material fact required to be stated therein or necessary in order to make the statements made therein, in light of the circumstances under which they were made, not misleading, except to . The financial statements of the extent that SPAC included in the information in such SEC Reports has been amended comply in all material respects with applicable accounting requirements and the rules and regulations of the SEC with respect thereto, and were prepared in accordance with GAAP applied on a consistent basis during the periods involved (except as may be indicated therein or superseded in the notes thereto and except with respect to unaudited statements as permitted by a later SEC Report filed prior Form 10-Q of the SEC) and fairly present (subject, in the case of the unaudited interim financial statements included therein, to normal year-end adjustments (the date effect of this Agreement. Each SEC Report that is a registration statement which will not, individually or prospectusin the aggregate, as amended, if applicable, filed pursuant to be material) and the Securities Act, absence of complete footnotes) in all material respects the financial position of the SPAC as of the date such registration statement, prospectus or applicable amendment became effective, did respective dates thereof and the results of its operations and cash flows for the respective periods then ended. The SPAC does not contain any untrue statement of a material fact or omit to state have any material fact required to be stated therein or necessary to make off-balance sheet arrangements that are not disclosed in the statements made therein, in light of the circumstances in which they were made, not misleadingSEC Reports.

SEC Reports; Financial Statements; Undisclosed Liabilities. (ia) Each of Since May 22, 2013, the Company and CPPL has timely filed with or furnishedfurnished all reports, as applicableschedules, all forms, statements, certifications, reports statements and other documents required to be filed or furnished by it with the SEC Company under the Securities Act and the Exchange Act to the SEC, under the rules and regulations of the Nasdaq and to the TASE and the ISA under the Israeli Securities Law and the rules and regulations thereunder (the all such forms, statements, certifications, reports and other documents, together with all documents of the Company and CPPL so filed or furnished on a voluntary basis and those filed or furnished subsequent to the date of this Agreement, including all exhibits and other information incorporated therein and all amendments and supplements schedules thereto, the “SEC Company Reports”). As of their respective dates of filing, its filing date (or, if amended or superseded by a subsequent filing made prior to the date of this Agreement, as of the date of the last such amendment or superseding filing prior to the date of this Agreement, the SEC Reports complied, and, in the case of the Proxy Statement or any registration statement, complied or will comply, in all material respects with the applicable requirements of the Securities Act, the Exchange Act and the Xxxxxxxx-Xxxxx Act of 2002 (the “Xxxxxxxx-Xxxxx Act”), as the case may be, and the applicable rules and regulations promulgated thereunder, each as in effect on the date of any such filing. As of the time of filing with the SEC (or, if amended prior to the date of this Agreement, as of the date of such amendment), none of the SEC Reports so filed contained any untrue statement of a material fact or omitted to state a material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading, except to the extent that the information in such SEC Reports has been amended or superseded by a later SEC filing), (a) each Company Report filed prior complied as to form in all material respects with the date of this Agreement. Each SEC Report that is a registration statement or prospectusLegal Requirements applicable thereto, in each case as amended, if applicable, filed pursuant to the Securities Act, as of in effect on the date such registration statementCompany Report was filed or furnished or amended or superseded, prospectus or applicable amendment became effective, and (b) each Company Report did not contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements made therein, in the light of the circumstances in under which they were made, not misleading. None of the Company’s Subsidiaries is required to file or furnish any forms, reports or other documents with the SEC, Nasdaq, the TASE or ISA. No executive officer of the Company has failed to make the certifications required of him or her under Section 302 or 906 of the Sarbanes Oxley Act with respect to any Company Report, except as disclosed in certifications filed with the Company Reports. To the knowledge of the Company, none of the Company Reports is the subject of ongoing SEC, TASE or ISA review or investigation.

SEC Reports; Financial Statements; Undisclosed Liabilities. (ia) Each of the Company and CPPL The SPAC has filed or furnishedfurnished in a timely manner all required registration statements, as applicablereports, all schedules, forms, statements, certifications, reports statements and other documents required to be filed or furnished by it with the SEC (the forms, statements, certifications, reports and other documents of the Company and CPPL so filed or furnished and those filed or furnished subsequent prior to the date of this AgreementAgreement (collectively, as they have been amended since the time of their filing and including all exhibits and other information incorporated therein and all amendments and supplements thereto, the “SEC Reports”), and, as of the Closing, will have filed or furnished all other statements, reports, schedules, forms, statements and other documents required to be filed or furnished by with the SEC subsequent to the date of this Agreement (collectively, as they have been amended since the time of their filing and including all exhibits thereto, the “Additional SEC Reports”). As None of the SEC Reports, as of their respective dates of filing, or, (or if amended or superseded by a subsequent filing made prior to the date of this Agreement, as of the date of the last such amendment or superseding filing prior to the date of this AgreementClosing Date, the SEC Reports complied, and, in the case of the Proxy Statement or any registration statement, complied or will comply, in all material respects with the applicable requirements of the Securities Act, the Exchange Act and the Xxxxxxxx-Xxxxx Act of 2002 (the “Xxxxxxxx-Xxxxx Act”), as the case may be, and the applicable rules and regulations promulgated thereunder, each as in effect then on the date of any such subsequent filing. As ) and none of the time Additional SEC Reports as of filing with the SEC their respective dates (or, or if amended or superseded by a filing prior to the date of this AgreementClosing Date, as of then on the date of such amendmentsubsequent filing), none of the SEC Reports so filed contained any untrue statement of a material fact or omitted to state a material fact required to be stated therein or necessary in order to make the statements made therein, in light of the circumstances under which they were made, not misleading. Except for the SEC SPAC Accounting Changes (as defined below), except to the extent that financial statements of the information SPAC included in such the SEC Reports has been amended comply in all material respects with applicable accounting requirements and the rules and regulations of the SEC with respect thereto, and were prepared in accordance with GAAP applied on a consistent basis during the periods involved (except as may be indicated therein or superseded in the notes thereto and except with respect to unaudited statements as permitted by a later SEC Report filed prior Form 10-Q of the SEC) and fairly present (subject, in the case of the unaudited interim financial statements included therein, to normal year-end adjustments (the date effect of this Agreement. Each SEC Report that is a registration statement which will not, individually or prospectusin the aggregate, as amended, if applicable, filed pursuant to be material) and the Securities Act, absence of complete footnotes) in all material respects the financial position of the SPAC as of the date such registration statement, prospectus or applicable amendment became effective, did respective dates thereof and the results of its operations and cash flows for the respective periods then ended. The SPAC does not contain any untrue statement of a material fact or omit to state have any material fact required to be stated therein or necessary to make off-balance sheet arrangements that are not disclosed in the statements made therein, in light of the circumstances in which they were made, not misleadingSEC Reports.

SEC Reports; Financial Statements; Undisclosed Liabilities. (ia) Each of the Company and CPPL has The Paired Entities have filed or furnished, as applicable, otherwise furnished to the SEC all forms, reports, schedules, statements, certificationsregistration statements, reports prospectuses, definitive proxy statements and other documents required to be filed with or furnished by it with to the SEC by the Paired Entities since January 1, 2019, together with all certifications required pursuant to the Xxxxxxxx-Xxxxx Act of 2002, as amended (“Xxxxxxxx-Xxxxx Act”) (all such documents, together with all exhibits and schedules to the formsforegoing materials and all information incorporated therein by reference and any amendments or supplements thereto, statements, certifications, reports and other documents of the Company and CPPL so filed or furnished and including those filed or furnished subsequent to the date of this Agreement, including all exhibits and other information incorporated therein and all amendments and supplements theretohereof, the “Paired Entities SEC Reports”). As of their respective filing or furnished dates of filing, (or, if amended or superseded by a subsequent filing made prior to the date of this Agreementor a document furnished, as of the date of the last then on such amendment filing or superseding filing prior to the date of this Agreementfurnished date), the Paired Entities SEC Reports complied, and, in the case of the Proxy Statement or any registration statement, (i) complied or will comply, in all material respects with the applicable requirements of the Securities Act, the Exchange Act and the Xxxxxxxx-Xxxxx Act of 2002 (the “Xxxxxxxx-Xxxxx Exchange Act”), as the case may be, and including, in each case, the applicable rules and regulations promulgated thereunder, each as in effect on the date of any such filing. As of the time of filing with the SEC and (or, if amended prior to the date of this Agreement, as of the date of such amendment), none of the SEC Reports so filed contained any untrue statement of a material fact or omitted to state a material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading, except to the extent that the information in such SEC Reports has been amended or superseded by a later SEC Report filed prior to the date of this Agreement. Each SEC Report that is a registration statement or prospectus, as amended, if applicable, filed pursuant to the Securities Act, as of the date such registration statement, prospectus or applicable amendment became effective, ii) did not contain any untrue statement of a material fact or omit to state any a material fact required to be stated therein or necessary to make the statements made therein, in light of the circumstances in under which they were made, not misleading. None of the Paired Entities Subsidiaries is currently subject to the periodic reporting requirements of the Exchange Act. The Paired Entities have made available to Parent all comment letters and all material correspondence between the SEC, on the one hand, and the Company or Hospitality, on the other hand, since January 1, 2018. As of the date hereof, there are no material outstanding or unresolved comments received from the SEC with respect to any of the Paired Entities SEC Reports filed or furnished by the Paired Entities with the SEC and, as of the date hereof, to the knowledge of the Paired Entities, none of the Paired Entities SEC Reports is the subject of ongoing SEC review. Each of the Paired Entities are in compliance in all material respects with the applicable provisions of the Xxxxxxxx-Xxxxx Act and the applicable listing and corporate governance rules and regulations of the Nasdaq Global Select Market. Each of the audited consolidated financial statements and unaudited consolidated interim financial statements of each of the Paired Entities included in or incorporated by reference into the Paired Entities SEC Reports (including the related notes and schedules, the “Company Financial Statements”) fairly presents in all material respects the consolidated financial position of the applicable Paired Entity and its Subsidiaries as of its date and each of the consolidated statements of operations, changes in shareholders’ equity and other comprehensive income and cash flows of the Paired Entities and their Subsidiaries included in or incorporated by reference into the Paired Entities SEC Reports (including any related notes and schedules) fairly present in all material respects the consolidated results of operations, changes in shareholders’ equity and other comprehensive income or cash flows, as the case may be, of the applicable Paired Entity and its consolidated Subsidiaries for the periods set forth therein, and, in each case have been prepared in accordance with GAAP (as in effect on the United States on the date of such Company Financial Statement) (except, in the case of unaudited statements, as permitted by Form 10-Q, Form 8-K or any successor form under the Exchange Act) consistently applied during the periods involved (except as may be noted therein, or, in the case of unaudited statements, as permitted by Rule 10-01 of Regulation S-X of the Exchange Act). The Paired Entities have designed and maintain a system of internal control over financial reporting (as defined in Rules 13a-15(f) and 15d-15(f) of the Exchange Act) intended to provide reasonable assurances regarding the reliability of financial reporting for the Paired Entities and the Paired Entities Subsidiaries. The Paired Entities have established and maintain “disclosure controls and procedures” (as defined in Rules 13a-15(e) and 15d-15(e) under the Exchange Act) intended to provide reasonable assurance that material information required to be disclosed by the Paired Entities in the reports that they file or submit under the Exchange Act is recorded, processed, summarized and reported within the time periods specified in the SEC’s rules and forms and is accumulated and communicated to the applicable Paired Entity’s management as appropriate to allow timely decisions regarding required disclosure, have conducted the procedures in accordance with their terms and have otherwise operated in compliance with the requirements under Rules 13a-15 and 15d-15 of the Exchange Act.

SEC Reports; Financial Statements; Undisclosed Liabilities. (i) Each of the Company and CPPL 4.7.1. The SPAC has filed or furnishedfurnished in a timely manner all required registration statements, as applicablereports, all schedules, forms, statements, certifications, reports statements and other documents required to be filed or furnished by it with the SEC (the forms, statements, certifications, reports and other documents of the Company and CPPL so filed or furnished and those filed or furnished subsequent prior to the date of this AgreementAgreement (collectively, as they have been amended since the time of their filing and including all exhibits and other information incorporated therein and all amendments and supplements thereto, the “SEC Reports”), and, as of the Closing, will have filed or furnished all other statements, reports, schedules, forms, statements and other documents required to be filed or furnished by with the SEC subsequent to the date of this Agreement (collectively, as they have been amended since the time of their filing and including all exhibits thereto, the “Additional SEC Reports”). As None of the SEC Reports, as of their respective dates of filing, or, (or if amended or superseded by a subsequent filing made prior to the date of this Agreement, as of the date of the last such amendment or superseding filing prior to the date of this AgreementClosing Date, the SEC Reports complied, and, in the case of the Proxy Statement or any registration statement, complied or will comply, in all material respects with the applicable requirements of the Securities Act, the Exchange Act and the Xxxxxxxx-Xxxxx Act of 2002 (the “Xxxxxxxx-Xxxxx Act”), as the case may be, and the applicable rules and regulations promulgated thereunder, each as in effect then on the date of any such subsequent filing. As ) and none of the time Additional SEC Reports as of filing with the SEC their respective dates (or, or if amended or superseded by a filing prior to the date of this AgreementClosing Date, as of then on the date of such amendmentsubsequent filing), none of the SEC Reports so filed contained any untrue statement of a material fact or omitted to state a material fact required to be stated therein or necessary in order to make the statements made therein, in light of the circumstances under which they were made, not misleading. Except for the SEC SPAC Accounting Changes (as defined below), except to the extent that financial statements of the information SPAC included in such the SEC Reports has been amended comply in all material respects with applicable accounting requirements and the rules and regulations of the SEC with respect thereto, and were prepared in accordance with GAAP applied on a consistent basis during the periods involved (except as may be indicated therein or superseded in the notes thereto and except with respect to unaudited statements as permitted by a later SEC Report filed prior Form 10-Q of the SEC) and fairly present (subject, in the case of the unaudited interim financial statements included therein, to normal year-end adjustments (the date effect of this Agreement. Each SEC Report that is a registration statement which will not, individually or prospectusin the aggregate, as amended, if applicable, filed pursuant to be material) and the Securities Act, absence of complete footnotes) in all material respects the financial position of the SPAC as of the date such registration statement, prospectus or applicable amendment became effective, did respective dates thereof and the results of its operations and cash flows for the respective periods then ended. The SPAC does not contain any untrue statement of a material fact or omit to state have any material fact required to be stated therein or necessary to make off-balance sheet arrangements that are not disclosed in the statements made therein, in light of the circumstances in which they were made, not misleadingSEC Reports.

SEC Reports; Financial Statements; Undisclosed Liabilities. (ia) Each of the Company and CPPL The SPAC has filed or furnishedfurnished all required registration statements, as applicablereports, all schedules, forms, statements, certifications, reports statements and other documents required to be filed or furnished by it with the SEC (the forms, statements, certifications, reports and other documents of the Company and CPPL so filed or furnished and those filed or furnished subsequent prior to the date of this AgreementAgreement (collectively, as they have been amended since the time of their filing and including all exhibits and other information incorporated therein and all amendments and supplements thereto, the “SEC Reports”), and, as of the Closing, will have filed or furnished all other statements, reports, schedules, forms, statements and other documents required to be filed or furnished by with the SEC subsequent to the date of this Agreement (collectively, as they have been amended since the time of their filing and including all exhibits thereto, the “Additional SEC Reports”). As None of the SEC Reports, as of their respective dates of filing, or, (or if amended or superseded by a subsequent filing made prior to the date of this Agreement, as of the date of the last such amendment or superseding filing prior to the date of this AgreementClosing Date, the SEC Reports complied, and, in the case of the Proxy Statement or any registration statement, complied or will comply, in all material respects with the applicable requirements of the Securities Act, the Exchange Act and the Xxxxxxxx-Xxxxx Act of 2002 (the “Xxxxxxxx-Xxxxx Act”), as the case may be, and the applicable rules and regulations promulgated thereunder, each as in effect then on the date of any such subsequent filing. As ) and none of the time Additional SEC Reports as of filing with the SEC their respective dates (or, or if amended or superseded by a filing prior to the date of this AgreementClosing Date, as of then on the date of such amendmentsubsequent filing), none of the SEC Reports so filed contained any untrue statement of a material fact or omitted to state a material fact required to be stated therein or necessary in order to make the statements made therein, in light of the circumstances under which they were made, not misleading. Except for the SEC SPAC Accounting Changes (as defined below), except to the extent that financial statements of the information SPAC included in such the SEC Reports has been amended comply in all material respects with applicable accounting requirements and the rules and regulations of the SEC with respect thereto, and were prepared in accordance with GAAP applied on a consistent basis during the periods involved (except as may be indicated therein or superseded in the notes thereto and except with respect to unaudited statements as permitted by a later SEC Report filed prior Form 10-Q of the SEC) and fairly present (subject, in the case of the unaudited interim financial statements included therein, to normal year-end adjustments (the date effect of this Agreement. Each SEC Report that is a registration statement which will not, individually or prospectusin the aggregate, as amended, if applicable, filed pursuant to be material) and the Securities Act, absence of complete footnotes) in all material respects the financial position of the SPAC as of the date such registration statement, prospectus or applicable amendment became effective, did respective dates thereof and the results of its operations and cash flows for the respective periods then ended. The SPAC does not contain any untrue statement of a material fact or omit to state have any material fact required to be stated therein or necessary to make off-balance sheet arrangements that are not disclosed in the statements made therein, in light of the circumstances in which they were made, not misleadingSEC Reports.