SEC Documents; Financial Statements; Undisclosed Liabilities Clause Samples

SEC Documents; Financial Statements; Undisclosed Liabilities. (a) The Company has filed or furnished on a timely basis all reports, schedules, forms, statements, registration statements, prospectuses and other documents required to be filed or furnished by the Company with the SEC under the Securities Act or the Exchange Act since January 1, 2023 (the “Applicable Date”) (all such reports, schedules, forms, statements, registration statements, prospectuses and other documents filed since the Applicable Date, collectively the “Company SEC Documents”). As of its respective SEC filing date (or, if amended or superseded prior to the date of this Agreement, on the date of such filing), each Company SEC Document (i) complied as to form in all material respects with the applicable requirements of the Exchange Act, the Securities Act and the ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act, as the case may be, and the rules and regulations of the SEC promulgated thereunder, and (ii) did 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. Each Company SEC Document filed or furnished subsequent to the date of this Agreement will comply, in all material respects, with the applicable requirements of the Exchange Act, the Securities Act and the ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act, as the case may be, and the applicable rules and regulations of the SEC promulgated thereunder. Since the Applicable Date, there has been no material correspondence between the SEC and the Company that is not reflected in the Company SEC Documents. As of the date of this Agreement, (i) there are no outstanding or unresolved comments received from the SEC with respect to any Company SEC Documents, and (ii) to the Knowledge of the Company, no Company SEC Document is the subject of ongoing SEC review. (b) The consolidated financial statements of the Company included in the Company SEC Documents (including, in each case, any related notes or schedules thereto) (the “Company SEC Financial Statements”) (i) fairly present, in all material respects, the financial condition and the results of operations, cash flows and changes in stockholders’ equity deficit of the Company and its Subsidiaries (on a consolidated basis) as of the respective dates of and for the periods referred to in the Company SEC Financial Statements, (ii) were prepared in accordance with GAAP as applied by the Company (except as may be indicated in the...

SEC Documents; Financial Statements; Undisclosed Liabilities. (a) No Indigo Group Company is subject to the reporting requirements of Section 13(a) or 15(d) of the Exchange Act. (b) Indigo Parent has made available to Monsoon (i) the reviewed (but unaudited) special purpose consolidated financial information of Indigo for the fiscal year ended March 31, 2016 (including any notes or schedules thereto) (the “Indigo Financial Statements”). The Indigo Financial Statements (i) present fairly in all material respects the financial condition and the results of operations, cash flows and changes in shareholders’ equity of Indigo (on a consolidated basis) as of the respective dates of and for the periods referred to in the Indigo Financial Statements, and (ii) were prepared in accordance with IFRS, applied on a consistent basis during the periods covered (except as may be indicated in the notes thereto). The books and records of the Indigo Group Companies are accurate and complete, have been maintained in accordance with sound business practices and accurately present and reflect in all material respects all of the transactions and actions therein described and the Indigo Financial Statements have been prepared, in all material respects, in accordance with such books and records. No financial statements of any Person other than Indigo and its Subsidiaries are required by IFRS to be included in the Indigo Financial Statements. Except as required by IFRS, Indigo has not, between March 31, 2016 and each of the date of this Agreement and the Closing Date, as applicable, made or adopted any material change in its accounting methods, practices or policies in effect on March 31, 2016. For the avoidance of doubt, the fact that Monsoon was required to execute a hold harmless letter with the auditors engaged by Indigo Parent to review the Indigo Financial Statements shall not affect any representations and warranties made by Indigo Parent in, or any rights of Monsoon under, this Agreement. (c) Indigo has established and maintains a system of internal control over financial reporting effective to provide reasonable assurances regarding the reliability of the consolidated financial reporting and the preparation of the consolidated financial statements of Indigo and its Subsidiaries in accordance in all material respects with IFRS. As of the date hereof, based on the most recently completed evaluation of Indigo’s internal control over financial reporting, (i) Indigo had no significant deficiencies or material weaknesses in the design or o...

SEC Documents; Financial Statements; Undisclosed Liabilities. (%3) With respect to the Business only, Seller Parent has not filed any documents with the SEC since January 1, 2014 under Section 13(a) or 15(d) of the Exchange Act which, as of their respective dates (or, if amended or superseded by a filing prior to the date hereof, 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 to make the statements therein, in light of the circumstances under which they were made, not misleading. (a) Section 4.04(b) of the Seller Disclosure Letter sets forth (i) an audited balance sheet with respect to the Business at December 31, 2015 (together with the notes thereto, the “Balance Sheet”) and the related audited statements of operations and cash flows for the year ended December 31, 2015 (together with the notes thereto and the Balance Sheet, the “2015 Business Financial Statements”) and (ii) audited balance sheets with respect to the Business at December 31, 2014 and December 31, 2013 (together with the notes thereto, the “2014 and 2013 Balance Sheets”) and the related audited statements of operations, business unit equity and cash flows for the years ended December 31, 2014 and December 31, 2013 (together with the notes thereto, the 2014 and 2013 Balance Sheets, and the 2015 Business Financial Statements, the “Business Financial Statements”). The Business Financial Statements (A) were prepared in accordance with the books of account and other financial records of Seller and its subsidiaries, (B) present fairly in all material respects the financial position of the Business and the results of its operations and changes in cash flows as of the dates thereof and for the periods covered thereby and, (C) were prepared in accordance with GAAP, in a manner and using accounting principles consistent with Seller’s historical financial statements (except as may be indicated in the notes thereto). (b) Except as reflected or reserved against on the Balance Sheet, the Assumed Liabilities do not include any Liabilities of any nature other than Liabilities that (i) were incurred in the ordinary course of business in a manner consistent with past practice and not in violation of this Agreement or (ii) have not had and would not reasonably be expected to have a Business Material Adverse Effect. (c) The Business has established and maintained a system of internal accounting controls sufficient to provide reasonable assurances that, in...

SEC Documents; Financial Statements; Undisclosed Liabilities. (a) GSM has filed or furnished all reports, schedules, forms, statements, registration statements, prospectuses and other documents required to be filed or furnished by GSM with the SEC under the Securities Act or the Exchange Act since July 1, 2014 (the “GSM SEC Documents”). None of the Subsidiaries of GSM is required to make any filings with the SEC. (b) As of its respective filing date, and, if amended, as of the date of the last amendment prior to the date of this Agreement, each GSM SEC Document complied in all material respects with the requirements of the Exchange Act or the Securities Act, as the case may be, and the rules and regulations of the SEC promulgated thereunder applicable to such GSM SEC Document, and did 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. (c) The consolidated financial statements of GSM included in the GSM SEC Documents (including, in each case, any notes or schedules thereto) and all related compilations, reviews and other reports issued by GSM’s accountants with respect thereto (the “GSM Financial Statements”), comply as to form in all material respects with applicable accounting requirements and the published rules and regulations of the SEC with respect thereto. The GSM Financial Statements fairly present, in all material respects, the financial condition and the results of operations, cash flows and changes in shareholders’ equity of GSM (on a consolidated basis) as of the respective dates of and for the periods referred to in the GSM Financial Statements, and were prepared in accordance with GAAP applied on a consistent basis during the periods involved (except as may be indicated in the notes thereto), subject, in the case of interim GSM Financial Statements, to normal year-end adjustments and the absence of notes. The books and records of GSM and its Subsidiaries are accurate and complete in all material respects, have been maintained in accordance with sound business practices and accurately present and reflect in all material respects all of the transactions and actions therein described and the GSM Financial Statements have been prepared, in all material respects, in accordance with such books and records. No financial statements of any Person other than GSM and its Subsidiaries are required by GAAP to be included in the ...

SEC Documents; Financial Statements; Undisclosed Liabilities. (a) Investor has timely filed or furnished all reports, schedules, forms, statements, registration statements, prospectuses and other documents required to be filed or furnished by Investor with the SEC under the Securities Act or the Exchange Act (the “Investor SEC Documents”) since April 29, 2015, together with any exhibits, amendments, restatements or supplements to any Investor SEC Documents, and will file or furnish all Investor SEC Documents, together with any exhibits, amendments, restatements or supplements thereto, required to be filed or furnished, as applicable, by it subsequent to the date of this Agreement through and including the Closing Date, with the SEC. (b) As of its respective filing date, and, if amended, as of the date of the last amendment prior to the date of this Agreement, each Investor SEC Document complied in all material respects with the requirements of the Exchange Act, the Securities Act and the Sarbanes Oxley Act, as the case may be, applicable to such Investor SEC Document and did 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. (c) The consolidated financial statements of Investor included in the Investor SEC Documents (including, in each case, any notes or schedules thereto) and all related compilations, reviews and other reports issued by Investor’s accountants with respect thereto (the “Investor SEC Financial Statements”), comply as to form in all material respects with applicable accounting requirements and the published rules and regulations of the SEC with respect thereto. The Investor SEC Financial Statements fairly present, in all material respects, the financial condition and the results of operations, cash flows and changes in stockholders’ equity of Investor (on a consolidated basis) as of the respective dates of and for the periods referred to in the Investor SEC Financial Statements, and were prepared in accordance with GAAP (except as otherwise noted therein) applied on a consistent basis during the periods involved (except as may be indicated in the notes thereto), subject, in the case of interim Investor SEC Financial Statements, to normal year-end adjustments (which are not material in significance or amount) and the absence of notes. The books and records of Investor are maintained in accordance with applicable La...

SEC Documents; Financial Statements; Undisclosed Liabilities. (a) Parent has on a timely basis filed all forms, reports and documents required to be filed by it with the SEC since the date of Parent’s formation. Section 4.06(a) of the Parent Disclosure Letter lists and Parent has delivered to the Company copies in the form filed with the SEC of all of the following, except to the extent available in full without redaction on the SEC’s web site through ▇▇▇▇▇ at least two (2) days prior to the date of this Agreement: (i) Parent’s Annual Reports on Form 10-KSB for each fiscal year of Parent beginning with the first year that parent was required to file such form, (ii) Parent’s Quarterly Reports on Form 10-QSB for each fiscal quarter that Parent was required to file a Quarterly Report on Form 10-QSB in each of the fiscal years of Parent referred to in clause (i) above, (iii) all proxy statements relating to Parent’s meetings of stockholders (whether annual or special) held, and all information statements relating to stockholder consents, since the beginning of the first fiscal year referred to in clause (i) above, (iv) its Current Reports on Form 8-K filed since the beginning of the first fiscal year referred to in clause (i) above, (v) all other forms, reports, registration statements and other documents (other than preliminary materials if the corresponding definitive materials have been provided to the Company pursuant to this Section 4.06) filed by Parent with the SEC since the beginning of the first fiscal year referred to in clause (i) above (the forms, reports, registration statements and other documents referred to in clauses (i), (ii), (iii), (iv) and (v) above, whether or not available through ▇▇▇▇▇, are, collectively, the “Parent SEC Documents”), (vi) all certifications and statements required by (x) the SEC’s Order dated June 27, 2002 pursuant to Section 21(a)(1) of the Exchange Act (File No. 4-460), (y) Rule 13a-14 or 15d-14 under the Exchange Act, or (z) 18 U.S.C. §1350 (Section 906) of the ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act of 2002 (the “▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act”) with respect to any report referred to in clause (i) or (ii) above (collectively, the “Certifications”), and (vii) all comment letters received by Parent from the Staff of the SEC since the Parent’s formation and all responses to such comment letters by or on behalf of Parent. The Parent SEC Documents (x) were or will be prepared in accordance with the requirements of the Securities Act and the Exchange Act, as the case may be, and the rules and regulations thereunder...

SEC Documents; Financial Statements; Undisclosed Liabilities. (a) The Company has filed or furnished, as applicable, all reports, schedules, forms, statements and other documents (including exhibits and other information incorporated therein) with the SEC required to be filed or furnished, as applicable, by the Company since and including November 20, 2009, under the Securities Act and the Exchange Act (such documents, together with any documents and information incorporated therein by reference and together with any documents filed during such period by the Company with the SEC on a voluntary basis on Current Reports on Form 8-K, the “Company SEC Documents”). (b) As of its respective date, each Company SEC Document complied in all material respects with the requirements of the Exchange Act, the Securities Act and the ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act of 2002 and the rules and regulations promulgated thereunder (“SOX”), applicable to such Company SEC Document, each as in effect on the date so filed. As of their respective dates (or, if amended prior to the date hereof, as of the date of such amendment), except to the extent revised or superseded by a later filed Company SEC Document, none of the Company SEC Documents contained any untrue statement of a material fact or omitted to state any 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, or that, individually or in the aggregate, would require an amendment, supplement or corrective filing of any such Company SEC Document. (c) The Company has made available to Parent copies of all comment letters received from the SEC and relating to the Company SEC Documents, together with all written responses of the Company thereto. As of the date of this Agreement, there are no outstanding or unresolved comments in such comment letters. The Company has not received any written notice from the SEC that any of the Company SEC Documents is the subject of any ongoing review by the SEC. (d) Each of the financial statements (including the related notes) of the Company included in the Company SEC Documents complied as to form at the time it was filed in all material respects with the applicable accounting requirements and the published rules and regulations of the SEC with respect thereto in effect at the time of filing, has been prepared in accordance with generally accepted accounting principles (“GAAP”) (except, in the case of unaudited statements, as permitted by the rules and ...

SEC Documents; Financial Statements; Undisclosed Liabilities. Colonial and Colonial Partnership have furnished or filed all reports, schedules, forms, statements and other documents required to be furnished or filed with the SEC since December 31, 1997 through the date of this Agreement (the “Colonial SEC Documents”). All of the Colonial SEC Documents (other than preliminary material), as of their respective filing dates, complied in all material respects with all applicable requirements of the Securities Act and the Exchange Act and, in each case, the rules and regulations promulgated thereunder applicable to such Colonial

SEC Documents; Financial Statements; Undisclosed Liabilities. (a) FHC Wisconsin has filed or furnished all required registration statements, prospectuses, reports, schedules, forms, statements, certifications and other documents (including exhibits and all other information incorporated therein) with the SEC since January 1, 2014 (the “FHC Wisconsin SEC Documents”). As of their respective dates, the FHC Wisconsin SEC Documents complied in all material respects with the requirements of the Securities Act of 1933, as amended (the “Securities Act”), the Exchange Act and the ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act of 2002, as amended (the “▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act”), as the case may be, and the rules and regulations of the SEC promulgated thereunder applicable to the FHC Wisconsin SEC Documents, and none of the FHC Wisconsin SEC Documents when filed and at their respective effective times, if applicable, 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. As of the date of this Agreement, there are no outstanding or unresolved comments received from the SEC with respect to any of the FHC Wisconsin SEC Documents and, to the Knowledge of FHC Wisconsin, none of the FHC Wisconsin SEC Documents is the subject of any outstanding SEC investigations. (b) The consolidated financial statements (including all related notes and schedules) of FHC Wisconsin and its Subsidiaries included in the FHC Wisconsin SEC Documents (the “FHC Wisconsin Financial Statements”) were prepared in accordance with GAAP (except, in the case of unaudited statements, as permitted by the SEC) applied on a consistent basis during the periods involved (except as may be indicated in the notes thereto) and fairly present in all material respects the consolidated financial position of FHC Wisconsin and its consolidated Subsidiaries as of the dates thereof and the consolidated results of their operations and cash flows for the periods then ended (subject, in the case of unaudited statements, to normal year-end audit adjustments which are not material and to any other adjustments described therein, including the notes thereto). RSM US LLP, which expressed its opinion with respect to the audited FHC Wisconsin Financial Statements included in the FHC Wisconsin SEC Documents, (i) is duly registered with the PCAOB, and (ii) was throughout the periods covered by the audited FHC Wisconsin Financial Statement...