Seller SEC Reports. The Sellers have filed all reports required under the Exchange Act with respect to their ownership of the Shares. The Seller SEC Reports are complete and correct in all material respects as of the respective dates of filing thereof.
Seller SEC Reports. Since the beginning of the Current Fiscal Year, SHC has filed or furnished (as applicable) all forms, reports, schedules, statements and other documents with the SEC that have been required to be filed or furnished (as applicable) by it under applicable Laws prior to the date hereof (all such forms, reports, schedules, statements and other documents, as amended and supplemented, and together with all exhibits and schedules thereto, the “Seller SEC Reports”). As of its filing date (or, if amended or superseded by a filing prior to the date of this Agreement, on the date of such amended or superseded filing), (a) each Seller SEC Report complied as to form in all material respects with the applicable requirements of the Securities Act, the Exchange Act or the Xxxxxxxx-Xxxxx Act, as the case may be (including, in each case, the rules and regulations promulgated thereunder), each as in effect on the date such Seller SEC Report was filed, and (b) each Seller SEC Report did not contain any untrue statement of a material fact or omit to state any material fact necessary in order to make the statements made therein, in light of the circumstances under which they were made, not misleading.
Seller SEC Reports. (a) The Seller has filed or caused to be filed all registration statements, prospectuses, reports, schedules, forms or statements, and other documents (including exhibits and other information incorporated therein), required to be filed by it with the SEC pursuant to Sections 13, 14 or 15(d) of the Exchange Act for the last three fiscal years of the Seller (the “Seller SEC Reports”) As of their respective dates, the Seller SEC Reports complied in all material respects with the requirements of the Securities Act, or the Exchange Act, as the case may be, and the rules and regulations of the SEC promulgated thereunder applicable to such Seller SEC Reports, and none of the Seller SEC Reports when filed (or, if amended or superseded by a filing before the date of this Agreement, then on the date of such filing) contained any untrue statement of a material fact or omitted to state a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.
Seller SEC Reports. 5.5(a) Sellers.....................................................................................................
Seller SEC Reports. Section 3.04(a)................10
Seller SEC Reports. 22 Section 3.18 Insurance............................................................................ 22 Section 3.19
Seller SEC Reports. The Seller SEC Reports complied, as of their respective dates of filing, in all material respects with all applicable requirements of the Securities Act, the Exchange Act and the rules and regulations of the SEC. Each of the balance sheets (including the related notes and schedules) included in the Seller SEC Reports fairly presented in all material respects the consolidated financial position of the Seller as of the respective dates thereof, and the other related financial statements (including the related notes and schedules) included therein fairly presented in all material respects the results of operations and cash flows of Seller for the respective fiscal periods or as of the respective dates set forth therein (subject, in the case of any unaudited interim financial statements, to (i) year-end and audit adjustments consistent in scope with past practice, and (ii) the omission of certain footnotes). Each of the financial statements (including the related notes and schedules) included in the Seller SEC Reports (i) complied as to form with the applicable accounting requirements and rules and regulations of the SEC, and (ii) was prepared in accordance with GAAP consistently applied during the periods presented, except as otherwise noted therein (subject, in the case of any unaudited interim financial statements, to (i) year-end and audit adjustments consistent in scope with past practice, and (ii) the omission of certain footnotes). Except as set forth on Schedule 3.17 attached hereto, since December 28, 1996, Seller has timely filed all reports, registration statements and other filings to be filed by it with the SEC; all of such filings through the date hereof are listed on Schedule 3.17 attached hereto.
Seller SEC Reports. 21 3.1.12.2 Seller Financial Statements.........................................22 3.1.12.3
Seller SEC Reports. Seller has filed and made available to Buyer all forms, reports and documents required to be filed by Seller with the SEC since December 29, 1995, including Seller's Form 10-K for 1995 (collectively, the "Seller SEC Reports"). The SEC Reports will include, without limitation, any proxy solicitation by Seller with respect to this transaction, upon issuance of such solicitation. The Seller SEC Reports (i) at the time filed, complied in all material respects with the applicable requirements of the Securities Act and the Exchange Act, as the case may be, and (ii) did 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 filing) contain any untrue statement of a material fact or omit to state a material fact required to be stated in such Seller SEC Reports or necessary in order to make the statements in such Seller SEC Reports, in the light of the circumstances under which they were made, not misleading. Seller has provided Buyer with true and complete copies of the Seller SEC Reports.
Seller SEC Reports. For purposes of this Agreement, all forms, reports and documents filed by the Seller with the Securities and Exchange Commission are referred to collectively as the "SELLER SEC REPORTS."
