Common use of Subsequent Filings Clause in Contracts

Subsequent Filings. Until the Effective Time, the Corporation shall timely file with the Commission each Commission Filing required to be filed by the Corporation after the date hereof (each such filing a “Subsequent Filing”) and promptly deliver to Acquisition and the Parent copies of each such Subsequent Filing filed with the Commission. As of their respective dates, each of the Subsequent Filings shall (a) not 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 therein, in light of the circumstances under which they were made, not misleading and (b) comply in all material respects with all applicable requirements of the federal securities Laws and the Commission rules and regulations promulgated thereunder. Each of the audited consolidated financial statements and unaudited interim financial statements (including, in each case, any related notes and schedules) contained or to be contained in any Subsequent Filing shall (a) be prepared from, and be in accordance with, the books and records of the Corporation and its consolidated Subsidiaries, (b) comply in all material respects with applicable accounting requirements and the published rules and regulations of the Commission with respect thereto, (c) be prepared in accordance with GAAP (except as may be indicated in the notes thereto) and (d) fairly present the consolidated financial position and consolidated results of operations and cash flows of the Corporation and its consolidated Subsidiaries at the dates and for the periods covered thereby.

Subsequent Filings. Until the Effective Time, the Corporation shall Company will timely file with the Commission each Commission Subsequent Filing required to be filed by the Corporation after the date hereof (each such filing a “Subsequent Filing”) Company and will promptly deliver to Acquisition and the Parent copies of each such Subsequent Filing filed with the Commission. As of their respective dates, each none of the such Subsequent Filings shall (a) not shall 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 therein, in light of the circumstances under which they were made, not misleading and (b) comply shall comply, in all material respects with all applicable requirements of the federal securities Laws and the Commission rules and regulations promulgated thereunder. Each of the audited consolidated financial statements and unaudited interim financial statements (including, in each case, any related notes and schedules) contained or to be contained in any the Subsequent Filing Filings shall (a) be prepared from, and shall be in accordance with, the books and records of the Corporation Company and its consolidated Subsidiaries, (b) shall comply in all material respects with applicable accounting requirements and with the published rules and regulations of the Commission with respect thereto, (c) shall be prepared in accordance with GAAP (except as may be indicated in the notes thereto) and (d) shall fairly present the consolidated financial position and the consolidated results of operations and cash flows of the Corporation Company and its consolidated Subsidiaries at the dates and for the periods covered thereby.

Subsequent Filings. Until the Effective TimeDate, the Corporation shall Company will use reasonable best efforts to timely file or furnish with or to the Commission SEC each Commission Filing form, report and other document required to be filed or furnished (as applicable) by the Corporation Company under the Exchange Act (other than the Delayed Filings, which the Company shall use reasonable best efforts to file with the SEC as promptly as practicable after the date hereof (each such filing a “Subsequent Filing”) and promptly deliver to Acquisition and the Parent copies of each such Subsequent Filing filed with the Commissionhereof). As of their respective dates, each no form, report or other document filed by the Company with the SEC after the date hereof pursuant to the requirements of the Subsequent Filings Exchange Act, including the Delayed Filings, shall (a) not 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 therein, in light of the circumstances under which they were made, not misleading and (b) comply in all material respects with all applicable requirements of the federal securities Laws and the Commission rules and regulations promulgated thereundermisleading. Each of the The audited consolidated financial statements and unaudited interim financial statements (including, in each case, any related notes and schedules) contained or to be contained in any Subsequent Filing shall (a) be prepared from, and be in accordance with, the books and records of the Corporation Company included in such forms, reports and its consolidated Subsidiariesother 50 documents, (b) comply in all material respects with applicable accounting requirements and including the published rules and regulations of the Commission with respect theretoDelayed Filings, (c) shall be prepared in accordance with GAAP applied on a consistent basis (except as may be indicated in the notes thereto) and (d) shall fairly present present, in all material respects, the consolidated financial position and consolidated results of operations and cash flows of the Corporation Company and its consolidated Subsidiaries as at the dates thereof and the results of their operations and changes in financial position for the periods covered therebythen ended.

Subsequent Filings. Until the Effective Time, the Corporation shall Company will timely file with the Commission SEC each Commission Subsequent Filing required to be filed by the Corporation after the date hereof (each such filing a “Subsequent Filing”) Company and will promptly deliver to Acquisition the Buyer and the Parent Transitory Subsidiary copies of each such Subsequent Filing filed with the CommissionSEC. As of their respective dates, each none of the such Subsequent Filings shall (a) not shall 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 therein, in light of the circumstances under which they were made, not misleading and (b) comply shall comply, in all material respects with all applicable requirements of the federal securities Laws laws and the Commission SEC rules and regulations promulgated thereunder. Notwithstanding the foregoing, the Company makes no representation or warranty with respect to any information supplied by the Buyer or the Transitory Subsidiary in writing relating to the Buyer or the Transitory Subsidiary, as the case may be, expressly for inclusion or incorporation by reference in the Proxy Statement. Each of the audited consolidated financial statements and unaudited interim financial statements (including, in each case, any related notes and schedules) contained or to be contained in any the Subsequent Filing Filings shall (a) be prepared from, and shall be in accordance with, the books and records of the Corporation Company and its consolidated Subsidiaries, (b) shall comply in all material respects with applicable accounting requirements and -48- with the published rules and regulations of the Commission SEC with respect thereto, (c) shall be prepared in accordance with GAAP (except as may be indicated in the notes thereto) and (d) shall fairly present the consolidated financial position and the consolidated results of operations and cash flows of the Corporation Company and its consolidated Subsidiaries at the dates and for the periods covered thereby.

Subsequent Filings. Until the Effective Time, the Corporation shall (i) The Company has timely file filed with the Commission SEC each Commission Subsequent Company Filing required to be filed by the Corporation after the date hereof (each such filing a “Subsequent Filing”) and promptly deliver to Acquisition and the Parent copies of each such Subsequent Filing filed with the CommissionCompany. As of their respective datesthe date of filing, each of the Subsequent Company Filings shall (a) not will comply in all material respects with the requirements of the Exchange Act and the Securities Act, as the case may be, and, at the respective times of filings, none of such Subsequent Company Filings will 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 therein, in light of the circumstances under which they were made, not misleading and (b) comply in all material respects with all applicable requirements of the federal securities Laws and the Commission rules and regulations promulgated thereundermisleading. Each of the audited consolidated financial statements and unaudited interim financial statements (including, in each case, any related notes and schedules) contained or to be contained in any the Subsequent Filing Company Filings shall (ai) be prepared from, and shall be in accordance with, the books and records of the Corporation Company and its consolidated Subsidiaries, (bii) shall comply in all material respects with applicable accounting requirements and with the published rules and regulations of the Commission SEC with respect thereto, (ciii) shall be prepared in accordance with GAAP (except as may be indicated in the notes thereto) and (div) shall fairly present in all material respects the consolidated financial position and the consolidated results of operations and cash flows of the Corporation Company and its consolidated Subsidiaries in accordance with GAAP at the dates and for the periods covered thereby.