Common use of Parent SEC Reports Clause in Contracts

Parent SEC Reports. Since August 1, 2014, Parent 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 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 “Parent 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 As of its filing date (or, if amended or superseded by a filing prior to the date of this Agreement, on the date of such amended or superseded filing), (a) each Parent SEC Report complied as to form in all material respects with the applicable requirements of the Securities Act, the Exchange Act or the ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act, as the case may be (including, in each case, the rules and regulations promulgated thereunder), each as in effect on the date such Parent SEC Report was filed, and (b) each Parent 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. None of Parent’s Subsidiaries is required to file or furnish (as applicable) any forms, reports or other documents with the SEC or any foreign Governmental Authority that performs a similar function to that of the SEC. No executive officer of Parent has failed to make the certifications required of him or her under Section 302 or Section 906 of the ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act with respect to any Parent SEC Report, except as disclosed in certifications filed with the Parent SEC Reports. Neither Parent nor any of its executive officers has received notice from any Governmental Authority challenging or questioning the accuracy, completeness, form or manner of filing of such certifications. As of the date of this Agreement, there are no outstanding or unresolved comments in the comment letters received from the SEC staff with respect to the Parent SEC Reports. As of the date hereof, none of the Parent SEC Reports is subject to outstanding SEC comment or, to Parent’s Knowledge, investigation.

Parent SEC Reports. Since August 1, 2014, (a) Parent has filed or furnished (as applicable) all forms, reports, schedules, statements reports and other documents with the SEC (including exhibits and other information incorporated therein) that have been required to be filed or furnished by it under applicable Laws laws from December 31, 2005 through and including the date hereof, and Parent will file prior to the date hereof Effective Time all forms, reports and documents with the SEC (including exhibits and other information incorporated therein) that are required to be filed by it under applicable laws prior to such time (all such forms, reports, schedules, statements reports and other documents, as amended and supplemented, and together with all exhibits and schedules theretoany other forms, reports or other documents filed by Parent with the SEC on or prior to the Effective Time that are not required to be so filed, the “Parent SEC Reports”). Each Parent SEC Report complied, or will comply, as the case may be, as of its filing date, as to form in all material respects with the applicable requirements of the Securities Act or the Exchange Act, as the case may be, each as in effect on the date such Parent SEC Report was, or will be, filed. 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 Parent SEC Report complied as to form in all material respects with the applicable requirements of the Securities Act, the Exchange Act or the ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act, as the case may be (including, in each case, the rules and regulations promulgated thereunder), each as in effect on the date such Parent SEC Report was filed, and (b) each Parent SEC Report did not and will 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 the light of the circumstances under which they were made, not misleading. None of Parent’s Subsidiaries is required to file or furnish (as applicable) any forms, reports or other documents with the SEC or any foreign Governmental Authority that performs a similar function to that of the SEC. No executive officer of Parent has failed to make the certifications required of him or her required by Rule 13a-14 or 15d-14 under the Exchange Act and Section 302 or Section 906 of the ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act with respect to any Parent SEC Report, except as disclosed in certifications filed with the Parent SEC Reports. Neither Parent nor any of its executive officers has received written notice from any Governmental Authority Entity challenging or questioning the accuracy, completeness, form or manner of filing of such certifications. (b) Parent has heretofore made available to the Company complete and correct copies of all amendments and modifications that have not been filed by Parent with the SEC to all agreements, documents and other instruments that previously had been filed by Parent with the SEC and are currently in effect. As of Parent has made available to the date of this Agreement, there are no outstanding or unresolved comments in the Company comment letters received by Parent from the SEC or the staff with respect thereof since December 31, 2005 and all responses to the Parent SEC Reports. As such comment letters filed by or on behalf of the date hereof, none of the Parent SEC Reports is subject to outstanding SEC comment or, to Parent’s Knowledge, investigation.

Parent SEC Reports. Since August 1, 2014, (a) Parent has filed or furnished (as applicable) all forms, reports, schedules, statements and other documents with the SEC that have been each form, registration statement, report, schedule, proxy or information statement and other document (including exhibits and amendments thereto), required to be filed or furnished by it with the SEC since January 1, 2003 under applicable Laws prior to the date hereof Securities Act or the Exchange Act (all such forms, reports, schedules, statements and other documents, as amended and supplemented, and together with all exhibits and schedules theretocollectively, the “Parent SEC Reports”). As of its filing date (the respective dates the Parent SEC Reports were filed or, if amended or superseded by a filing prior to any Parent SEC Reports were amended, as of the date of this Agreementsuch amendment was filed, on the date of such amended each Parent SEC Report, including any financial statements or superseded filing)schedules included therein, (a) each Parent SEC Report complied as to form in all material respects with the all applicable requirements of the Securities Act, Act and the Exchange Act or the ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act, as the case may be (includingbe, in each case, and the applicable rules and regulations promulgated thereunder), each as in effect on the date such Parent SEC Report was filed, and (b) each Parent SEC Report 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 in order to make the statements made therein, in light of the circumstances under which they were made, not misleading. None No event since the date of Parent’s Subsidiaries is required the last Parent SEC Report has occurred that would require Parent to file or furnish a Current Report on Form 8-K other than the execution of this Agreement. (as applicableb) any forms, reports or other documents with the SEC or any foreign Governmental Authority that performs a similar function to that of the SEC. No The chief executive officer and chief financial officer of Parent has failed have made all certifications (without qualification or exceptions to the matters certified) required by, and would be able to make such certifications (without qualification or exception to the matters certified) as of the date hereof and as of the Closing Date as if required to be made as of such dates pursuant to, the ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act and any related rules and regulations promulgated by the SEC, and the statements contained in any such certifications required are complete and correct; neither Parent nor its officers has received notice from any Governmental Authority questioning or challenging the accuracy, completeness, form or manner of him filing or her submission of such certification. Parent maintains “disclosure controls and procedures” (as defined in Rule 13a-14(c) under Section 302 or Section 906 the Exchange Act); such disclosure controls and procedures are effective to ensure that all material information concerning Parent and its subsidiaries is made known on a timely basis to the individuals responsible for preparing Parent’s SEC filings and other public disclosure and Parent is otherwise in substantial compliance with all applicable effective provisions of the ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act with respect to any Parent SEC Report, except as disclosed in certifications filed with and the Parent SEC Reports. Neither Parent nor any applicable listing standards of its executive officers has received notice from any Governmental Authority challenging or questioning the accuracy, completeness, form or manner of filing of such certifications. As of the date of this Agreement, there are no outstanding or unresolved comments in the comment letters received from the SEC staff with respect to the Parent SEC Reports. As of the date hereof, none of the Parent SEC Reports is subject to outstanding SEC comment or, to Parent’s Knowledge, investigationThe New York Stock Exchange.

Parent SEC Reports. (a) Since August January 1, 20142017, Parent has timely filed with or otherwise furnished to the SEC (as applicable) all forms, reports, schedules, statements, registrations, proxy statements and other documents with the SEC that have been (including exhibits and other information incorporated therein) required to be so filed or furnished (as applicable) by it under applicable Laws prior to the date hereof Applicable Law, including any amendments, modifications or supplements thereto (all such forms, reports, schedules, statements and other documents, as amended and supplemented, and together with all exhibits and schedules thereto, the “Parent SEC Reports”). . (b) As of its filing date (or, if amended amended, modified or superseded by a filing supplemented, as of the date of the most recent amendment, modification or supplement filed prior to the date of this Agreement, on the date of such amended or superseded filinghereof), (a) each Parent SEC Report (i) complied as to form in all material respects with the applicable requirements of the Securities Act, the Exchange Act or the ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act, as the case may be (including, in each case, the rules and regulations promulgated thereunder), each as in effect on the date such Parent SEC Report was filedApplicable Laws, and (bii) each Parent SEC 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 under which they were made, not misleading. (c) As of the date hereof, there are no outstanding or unresolved comments in any comment letters from the staff of the SEC received by Parent relating to any of the Parent SEC Reports, and Parent has not received any written inquiry or information request from the SEC as to any matters affecting Parent that has not been fully resolved. To the knowledge of Parent, none of the Parent SEC Reports are subject to ongoing SEC review and there is no pending or, to the knowledge of Parent, threatened investigation being conducted by the SEC with respect to any of the Parent SEC Reports. (d) None of Parent’s Subsidiaries is required pursuant to any Applicable Law to file or furnish (as applicable) any forms, reports reports, schedules, statements or other documents with the SEC SEC. (e) Since January 1, 2017, no principal executive officer or any foreign Governmental Authority that performs a similar function to that of the SEC. No executive principal financial officer of Parent (or any former principal executive officer or former principal financial officer of Parent, as applicable) has failed to make the certifications required of him or her under Rule 13a-14 or 15d-15 of the Exchange Act or Section 302 or Section 906 of the ▇▇Sa▇▇▇▇▇▇-▇▇▇▇▇ Act ▇ct or any related rules and regulations promulgated by the SEC or Nasdaq with respect to any Parent SEC Report, except as disclosed in certifications filed with the Parent SEC Reports. Neither Since January 1, 2017, neither Parent nor any of its principal executive officers or principal financial officers has received written notice from any Governmental Authority Entity challenging or questioning the accuracy, completeness, form or manner of filing of such certifications. As For purposes of this Section 4.6(e), “principal executive officer” and “principal financial officer” shall have the meanings given to such terms in the Sa▇▇▇▇▇▇-▇▇▇▇▇ ▇ct. (f) Parent is in compliance in all material respects with the applicable listing and corporate governance rules and regulations of the date of this Agreement, there are no outstanding or unresolved comments in the comment letters received from the SEC staff with respect to the Parent SEC Reports. As of the date hereof, none of the Parent SEC Reports is subject to outstanding SEC comment or, to Parent’s Knowledge, investigationNasdaq.

Parent SEC Reports. Since August 1, 2014, (a) Parent has filed or furnished (as applicable) all forms, reports, schedules, statements and other documents with the SEC that have been each form, registration statement, report, schedule, proxy or information statement and other document (including exhibits and amendments thereto), required to be filed or furnished by it with the SEC since January 1, 2003 under applicable Laws prior to the date hereof Securities Act or the Exchange Act (all such forms, reports, schedules, statements and other documents, as amended and supplemented, and together with all exhibits and schedules theretocollectively, the “Parent SEC Reports”). As of its filing date (the respective dates the Parent SEC Reports were filed or, if amended or superseded by a filing prior to any Parent SEC Reports were amended, as of the date of this Agreementsuch amendment was filed, on the date of such amended each Parent SEC Report, including any financial statements or superseded filing)schedules included therein, (a) each Parent SEC Report complied as to form in all material respects with the all applicable requirements of the Securities Act, Act and the Exchange Act or the ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act, as the case may be (includingbe, in each case, and the applicable rules and regulations promulgated thereunder), each as in effect on the date such Parent SEC Report was filed, and (b) each Parent SEC Report 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 in order to make the statements made therein, in light of the circumstances under which they were made, not misleading. None No event since the date of Parent’s Subsidiaries is required the last Parent SEC Report has occurred that would require Parent to file or furnish a Current Report on Form 8-K other than the execution of this Agreement. (as applicableb) any forms, reports or other documents with the SEC or any foreign Governmental Authority that performs a similar function to that of the SEC. No The chief executive officer and chief financial officer of Parent has failed have made all certifications (without qualification or exceptions to the matters certified) required by, and would be able to make such certifications (without qualification or exception to the certifications required of him or her under Section 302 or Section 906 matters certified) as of the ▇date hereof and as of the Closing Date as if required to be made as of such dates pursuant to, the S▇▇▇▇▇▇▇-▇▇▇▇▇ Act with respect to and any Parent SEC Reportrelated rules and regulations promulgated by the SEC, except as disclosed and the statements contained in any such certifications filed with the Parent SEC Reports. Neither are complete and correct; neither Parent nor any of its executive officers has received notice from any Governmental Authority questioning or challenging or questioning the accuracy, completeness, form or manner of filing or submission of such certificationscertification. As Parent maintains “disclosure controls and procedures” (as defined in Rule 13a- (c) under the Exchange Act); such disclosure controls and procedures are effective to ensure that all material information concerning Parent and its subsidiaries is made known on a timely basis to the individuals responsible for preparing Parent’s SEC filings and other public disclosure and Parent is otherwise in substantial compliance with all applicable effective provisions of the date S▇▇▇▇▇▇▇-▇▇▇▇▇ Act and the applicable listing standards of this Agreement, there are no outstanding or unresolved comments in the comment letters received from the SEC staff with respect to the Parent SEC Reports. As of the date hereof, none of the Parent SEC Reports is subject to outstanding SEC comment or, to Parent’s Knowledge, investigationThe New York Stock Exchange.