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 consolidated financial statements of GSM. Except as required by GAAP, GSM has not, between October 1, 2014 and the date of this Agreement, made or adopted any material change in its accounting methods, practices or policies in effect on October 1, 2014. (d) GSM is in compliance in all material respects with (i) the applicable provisions of the ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act of 2002 and the related rules and regulations promulgated thereunder (the “▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act”) and (ii) the applicable listing and corporate governance rules and regulations of the NASDAQ. (e) GSM has made available to FA true and complete copies of all written comment letters from the staff of the SEC received since July 1, 2014 relating to the GSM SEC Documents and all written responses of GSM thereto other than with respect to requests for confidential treatment or which are otherwise publicly available on the SEC’s ▇▇▇▇▇ system. To the Knowledge of GSM, there are no outstanding or unresolved comments in comment letters received from the SEC staff with respect to any GSM SEC Documents and none of the GSM SEC Documents (other than confidential treatment requests) is the subject of ongoing SEC review. There are no internal investigations, any SEC inquiries or investigations or other governmental inquiries or investigations, to the Knowledge of GSM, pending or threatened, in each case regarding any accounting practices of GSM. (f) GSM has established and maintains disclosure controls and procedures and internal control over financial reporting (as such terms are defined in paragraphs (e) and (f), respectively, of Rule 13a-15 and paragraph (e) of Rule 15d-15 under the Exchange Act) as required by Rules 13a-15 and 15d-15 under the Exchange Act. GSM’s disclosure controls and procedures are designed to ensure that all information (both financial and non-financial) required to be disclosed by GSM in the reports that it files or furnishes under the Exchange Act is recorded, processed, summarized and reported within the time periods specified in the rules and forms of the SEC, and that all such information is accumulated and communicated to GSM’s management as appropriate to allow timely decisions regarding required disclosure and to make the certifications required pursuant to Sections 302 and 906 of the ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act. GSM’s management has completed an assessment of the effectiveness of GSM’s disclosure controls and procedures and, to the extent required by applicable Law, presented in any applicable GSM SEC Document that is a report on Form 10-K or Form 10-Q, or any amendment thereto, its conclusions about the effectiveness of the disclosure controls and procedures as of the end of the period covered by such report or amendment based on such evaluation. As of the date hereof, based on GSM management’s most recently completed evaluation of GSM’s internal control over financial reporting, (i) GSM had no significant deficiencies or material weaknesses in the design or operation of its internal control over financial reporting that would reasonably be expected to adversely affect GSM’s ability to record, process, summarize and report financial information and (ii) GSM does not have Knowledge of any fraud, whether or not material, that involves management or other employees who have a significant role in GSM’s internal control over financial reporting. (g) GSM and its Subsidiaries do not have any liabilities or obligations of any nature (whether absolute or contingent, asserted or unasserted, known or unknown, primary or secondary, direct or indirect, and whether or not accrued), except (i) as disclosed, reflected or reserved against in the most recent audited balance sheet included in the GSM Financial Statements or the notes thereto, (ii) for liabilities and obligations incurred in the ordinary course of business since the date of the most recent audited balance sheet included in the GSM Financial Statements, (iii) for liabilities and obligations arising out of or in connection with this Agreement or the Transactions and (iv) for liabilities and obligations that, individually or in the aggregate, have not had, and would not reasonably be expected to have, a GSM Material Adverse Effect.
Appears in 1 contract
Sources: Business Combination Agreement (Globe Specialty Metals Inc)
SEC Documents; Financial Statements; Undisclosed Liabilities. (ai) GSM has The Company and its subsidiaries have filed or furnished all required registration statements, prospectuses, reports, schedules, forms, statements, registration statements, prospectuses certifications and other documents required to be filed or furnished by GSM (including exhibits and all other information incorporated therein) with the SEC under the Securities Act or the Exchange Act since July December 1, 2014 2012 (the “GSM Company SEC Documents”). None of the Subsidiaries of GSM is required to make any filings with the SEC.
(b) As of its their respective filing datedates, and, if amended, as of the date of the last amendment prior to the date of this Agreement, each GSM Company SEC Document Documents complied in all material respects with the requirements of the Securities Act of 1933, as amended (the “Securities Act”), the Exchange Act or and the Securities ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act of 2002, as amended (the “▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act”), as the case may be, and the rules and regulations of the SEC promulgated thereunder applicable to such GSM the Company SEC DocumentDocuments, and did not contain none of the Company SEC Documents when filed and at their respective effective times, if applicable, contained any untrue statement of a material fact or omit 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 Company SEC Documents, and, to the knowledge of the Company, none of the Company SEC Documents is the subject of any outstanding SEC comment or outstanding SEC investigation.
(cii) The consolidated financial statements (including all related notes and schedules) of GSM the Company and its subsidiaries included in the GSM Company 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 Company Financial Statements”), comply as to form ) were prepared 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 generally accepted accounting principles (“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 the Company 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 interim GSM Financial Statementsunaudited statements, to normal year-end audit adjustments which are not material and to any other adjustments described therein, including the absence notes thereto).
(iii) Except (A) as reflected or reserved against in the Company’s audited balance sheet as of notes. The books November 30, 2015 (or the notes thereto) as included in the Company Filed SEC Documents, (B) for liabilities and records obligations incurred in the ordinary course of GSM business consistent with past practice since November 30, 2015 and (C) for liabilities and obligations incurred in connection with or contemplated by this Agreement, neither the Company nor any of 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 subsidiaries has any liabilities or obligations of any Person other than GSM and its Subsidiaries are nature (whether accrued, absolute, contingent or otherwise) that would be required by GAAP to be included reflected on a consolidated balance sheet of the Company and its subsidiaries (or in the consolidated financial statements of GSM. Except as required by GAAPnotes thereto) that, GSM has notindividually or in the aggregate, between October 1, 2014 and would reasonably be expected to have a Material Adverse Effect on the date of this Agreement, made or adopted any material change in its accounting methods, practices or policies in effect on October 1, 2014Company.
(d) GSM is in compliance in all material respects with (iiv) the applicable provisions Company maintains a system of the ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act of 2002 and the related rules and regulations promulgated thereunder (the “▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act”) and (ii) the applicable listing and corporate governance rules and regulations of the NASDAQ.
(e) GSM has made available to FA true and complete copies of all written comment letters from the staff of the SEC received since July 1, 2014 relating to the GSM SEC Documents and all written responses of GSM thereto other than with respect to requests for confidential treatment or which are otherwise publicly available on the SEC’s ▇▇▇▇▇ system. To the Knowledge of GSM, there are no outstanding or unresolved comments in comment letters received from the SEC staff with respect to any GSM SEC Documents and none of the GSM SEC Documents (other than confidential treatment requests) is the subject of ongoing SEC review. There are no internal investigations, any SEC inquiries or investigations or other governmental inquiries or investigations, to the Knowledge of GSM, pending or threatened, in each case regarding any accounting practices of GSM.
(f) GSM has established and maintains disclosure controls and procedures and internal control over financial reporting reporting” (as such terms are defined in paragraphs (eRules 13a-15(f) and (f), respectively, of Rule 13a-15 and paragraph (e15d-15(f) of Rule 15d-15 under the Exchange Act) sufficient to provide reasonable assurance (i) that transactions are recorded as required by necessary to permit preparation of financial statements in conformity with GAAP, consistently applied, (ii) that transactions are executed only in accordance with the authorization of management and (iii) regarding prevention or timely detection of the unauthorized acquisition, use or disposition of the Company’s properties or assets. Since December 1, 2012, none of the Company, the Company’s independent accountants, the Board of Directors of the Company or its audit committee has received any oral or written notification of any (i) “significant deficiency” in the internal controls over financial reporting of the Company, (ii) “material weakness” in the internal controls over financial reporting of the Company or (iii) fraud, whether or not material, that involves management or other employees of the Company who have a significant role in the internal controls over financial reporting of the Company.
(v) The “disclosure controls and procedures” (as defined in Rules 13a-15 13a-15(e) and 15d-15 under 15d-15(e) of the Exchange Act. GSM’s disclosure controls and procedures ) utilized by the Company are reasonably designed to ensure that all information (both financial and non-financial) required to be disclosed by GSM the Company in the reports that it files or furnishes submits under the Exchange Act is recorded, processed, summarized and reported within the time periods specified in the rules and forms of the SEC, SEC and that all such information required to be disclosed is accumulated and communicated to GSM’s the management of the Company, as appropriate appropriate, to allow timely decisions regarding required disclosure and to enable the chief executive officer and chief financial officer of the Company to make the certifications required pursuant under the Exchange Act with respect to Sections 302 and 906 such reports.
(vi) Neither the Company nor any of the ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act. GSM’s management has completed an assessment of the effectiveness of GSM’s disclosure controls and procedures and, to the extent required by applicable Law, presented in any applicable GSM SEC Document that its subsidiaries is a report party to, or has any commitment to become a party to, any joint venture, off-balance sheet partnership or any similar contract (including any contract or arrangement relating to any transaction or relationship between or among the Company and any of its subsidiaries, on Form 10-K the one hand, and any unconsolidated affiliate, including any structured finance, special purpose or Form 10-Qlimited purpose entity or person, on the other hand, or any amendment thereto“off-balance sheet arrangements” (as defined in Item 303(a) of Regulation S-K under the Exchange Act)), its conclusions about where the effectiveness result, purpose or intended effect of the such contract is to avoid disclosure controls and procedures as of the end of the period covered by such report or amendment based on such evaluation. As of the date hereofany material transaction involving, based on GSM management’s most recently completed evaluation of GSM’s internal control over financial reporting, (i) GSM had no significant deficiencies or material weaknesses liabilities of, the Company or any of its subsidiaries in the design Company’s or operation of its internal control over such subsidiary’s published financial reporting that would reasonably be expected to adversely affect GSM’s ability to record, process, summarize and report financial information and (ii) GSM does not have Knowledge of any fraud, whether or not material, that involves management statements or other employees who have a significant role in GSM’s internal control over financial reportingCompany SEC Documents.
(g) GSM and its Subsidiaries do not have any liabilities or obligations of any nature (whether absolute or contingent, asserted or unasserted, known or unknown, primary or secondary, direct or indirect, and whether or not accrued), except (i) as disclosed, reflected or reserved against in the most recent audited balance sheet included in the GSM Financial Statements or the notes thereto, (ii) for liabilities and obligations incurred in the ordinary course of business since the date of the most recent audited balance sheet included in the GSM Financial Statements, (iii) for liabilities and obligations arising out of or in connection with this Agreement or the Transactions and (iv) for liabilities and obligations that, individually or in the aggregate, have not had, and would not reasonably be expected to have, a GSM Material Adverse Effect.
Appears in 1 contract
Sources: Merger Agreement (IHS Inc.)
SEC Documents; Financial Statements; Undisclosed Liabilities. (ai) GSM has The Company and its subsidiaries have filed or furnished all required registration statements, prospectuses, reports, schedules, forms, statements, registration statements, prospectuses certifications and other documents required to be filed or furnished by GSM (including exhibits and all other information incorporated therein) with the SEC under the Securities Act or the Exchange Act since July December 1, 2014 2012 (the “GSM Company SEC Documents”). None of the Subsidiaries of GSM is required to make any filings with the SEC.
(b) As of its their respective filing datedates, and, if amended, as of the date of the last amendment prior to the date of this Agreement, each GSM Company SEC Document Documents complied in all material respects with the requirements of the Securities Act of 1933, as amended (the “Securities Act”), the Exchange Act or and the Securities S▇▇▇▇▇▇▇-▇▇▇▇▇ Act of 2002, as amended (the “S▇▇▇▇▇▇▇-▇▇▇▇▇ Act”), as the case may be, and the rules and regulations of the SEC promulgated thereunder applicable to such GSM the Company SEC DocumentDocuments, and did not contain none of the Company SEC Documents when filed and at their respective effective times, if applicable, contained any untrue statement of a material fact or omit 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 Company SEC Documents, and, to the knowledge of the Company, none of the Company SEC Documents is the subject of any outstanding SEC comment or outstanding SEC investigation.
(cii) The consolidated financial statements (including all related notes and schedules) of GSM the Company and its subsidiaries included in the GSM Company 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 Company Financial Statements”), comply as to form ) were prepared 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 generally accepted accounting principles (“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 the Company 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 interim GSM Financial Statementsunaudited statements, to normal year-end audit adjustments which are not material and to any other adjustments described therein, including the absence notes thereto).
(iii) Except (A) as reflected or reserved against in the Company’s audited balance sheet as of notes. The books November 30, 2015 (or the notes thereto) as included in the Company Filed SEC Documents, (B) for liabilities and records obligations incurred in the ordinary course of GSM business consistent with past practice since November 30, 2015 and (C) for liabilities and obligations incurred in connection with or contemplated by this Agreement, neither the Company nor any of 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 subsidiaries has any liabilities or obligations of any Person other than GSM and its Subsidiaries are nature (whether accrued, absolute, contingent or otherwise) that would be required by GAAP to be included reflected on a consolidated balance sheet of the Company and its subsidiaries (or in the consolidated financial statements of GSM. Except as required by GAAPnotes thereto) that, GSM has notindividually or in the aggregate, between October 1, 2014 and would reasonably be expected to have a Material Adverse Effect on the date of this Agreement, made or adopted any material change in its accounting methods, practices or policies in effect on October 1, 2014Company.
(d) GSM is in compliance in all material respects with (iiv) the applicable provisions Company maintains a system of the ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act of 2002 and the related rules and regulations promulgated thereunder (the “▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act”) and (ii) the applicable listing and corporate governance rules and regulations of the NASDAQ.
(e) GSM has made available to FA true and complete copies of all written comment letters from the staff of the SEC received since July 1, 2014 relating to the GSM SEC Documents and all written responses of GSM thereto other than with respect to requests for confidential treatment or which are otherwise publicly available on the SEC’s ▇▇▇▇▇ system. To the Knowledge of GSM, there are no outstanding or unresolved comments in comment letters received from the SEC staff with respect to any GSM SEC Documents and none of the GSM SEC Documents (other than confidential treatment requests) is the subject of ongoing SEC review. There are no internal investigations, any SEC inquiries or investigations or other governmental inquiries or investigations, to the Knowledge of GSM, pending or threatened, in each case regarding any accounting practices of GSM.
(f) GSM has established and maintains disclosure controls and procedures and internal control over financial reporting reporting” (as such terms are defined in paragraphs (eRules 13a-15(f) and (f), respectively, of Rule 13a-15 and paragraph (e15d-15(f) of Rule 15d-15 under the Exchange Act) sufficient to provide reasonable assurance (i) that transactions are recorded as required by necessary to permit preparation of financial statements in conformity with GAAP, consistently applied, (ii) that transactions are executed only in accordance with the authorization of management and (iii) regarding prevention or timely detection of the unauthorized acquisition, use or disposition of the Company’s properties or assets. Since December 1, 2012, none of the Company, the Company’s independent accountants, the Board of Directors of the Company or its audit committee has received any oral or written notification of any (i) “significant deficiency” in the internal controls over financial reporting of the Company, (ii) “material weakness” in the internal controls over financial reporting of the Company or (iii) fraud, whether or not material, that involves management or other employees of the Company who have a significant role in the internal controls over financial reporting of the Company.
(v) The “disclosure controls and procedures” (as defined in Rules 13a-15 13a-15(e) and 15d-15 under 15d-15(e) of the Exchange Act. GSM’s disclosure controls and procedures ) utilized by the Company are reasonably designed to ensure that all information (both financial and non-financial) required to be disclosed by GSM the Company in the reports that it files or furnishes submits under the Exchange Act is recorded, processed, summarized and reported within the time periods specified in the rules and forms of the SEC, SEC and that all such information required to be disclosed is accumulated and communicated to GSM’s the management of the Company, as appropriate appropriate, to allow timely decisions regarding required disclosure and to enable the chief executive officer and chief financial officer of the Company to make the certifications required pursuant under the Exchange Act with respect to Sections 302 and 906 such reports.
(vi) Neither the Company nor any of the ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act. GSM’s management has completed an assessment of the effectiveness of GSM’s disclosure controls and procedures and, to the extent required by applicable Law, presented in any applicable GSM SEC Document that its subsidiaries is a report party to, or has any commitment to become a party to, any joint venture, off-balance sheet partnership or any similar contract (including any contract or arrangement relating to any transaction or relationship between or among the Company and any of its subsidiaries, on Form 10-K the one hand, and any unconsolidated affiliate, including any structured finance, special purpose or Form 10-Qlimited purpose entity or person, on the other hand, or any amendment thereto“off-balance sheet arrangements” (as defined in Item 303(a) of Regulation S-K under the Exchange Act)), its conclusions about where the effectiveness result, purpose or intended effect of the such contract is to avoid disclosure controls and procedures as of the end of the period covered by such report or amendment based on such evaluation. As of the date hereofany material transaction involving, based on GSM management’s most recently completed evaluation of GSM’s internal control over financial reporting, (i) GSM had no significant deficiencies or material weaknesses liabilities of, the Company or any of its subsidiaries in the design Company’s or operation of its internal control over such subsidiary’s published financial reporting that would reasonably be expected to adversely affect GSM’s ability to record, process, summarize and report financial information and (ii) GSM does not have Knowledge of any fraud, whether or not material, that involves management statements or other employees who have a significant role in GSM’s internal control over financial reportingCompany SEC Documents.
(g) GSM and its Subsidiaries do not have any liabilities or obligations of any nature (whether absolute or contingent, asserted or unasserted, known or unknown, primary or secondary, direct or indirect, and whether or not accrued), except (i) as disclosed, reflected or reserved against in the most recent audited balance sheet included in the GSM Financial Statements or the notes thereto, (ii) for liabilities and obligations incurred in the ordinary course of business since the date of the most recent audited balance sheet included in the GSM Financial Statements, (iii) for liabilities and obligations arising out of or in connection with this Agreement or the Transactions and (iv) for liabilities and obligations that, individually or in the aggregate, have not had, and would not reasonably be expected to have, a GSM Material Adverse Effect.
Appears in 1 contract
Sources: Merger Agreement (Markit Ltd.)
SEC Documents; Financial Statements; Undisclosed Liabilities. (a) GSM Company has timely filed or furnished all required registration statements, prospectuses, reports, schedules, forms, statements, registration statements, prospectuses certifications and other documents required to be filed or furnished by GSM (including exhibits and all other information incorporated therein, regardless of when such exhibits and other information were filed) with the SEC under the Securities Act or the Exchange Act since July January 1, 2014 2022 (the “GSM Company SEC Documents”). None of the Subsidiaries of GSM is required to make any filings with the SEC.
(b) As of its their respective filing datedates, and, if amended, as of the date of the last amendment prior to the date of this Agreement, each GSM Company SEC Document Documents complied in all material respects with the requirements of the Securities Act, the Exchange Act or and the Securities Sarbanes-Oxley Act, as the case may be, and the rules and regulations of the SEC promulgated thereunder applicable to such GSM the Company SEC DocumentDocuments, and did not contain none of the Company SEC Documents when filed and at their respective effective times, if applicable, contained any untrue statement of a material fact or omit 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 Company SEC Documents, and, to the Knowledge of Company, none of the Company SEC Documents is the subject of any outstanding SEC investigation. No Subsidiary of Company is required to file reports with the SEC pursuant to the requirements of the Exchange Act.
(cb) The consolidated financial statements (including all related notes and schedules) of GSM Company and its Subsidiaries included in the GSM Company 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 were prepared 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 United States generally accepted accounting principles (“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 Company 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 interim GSM Financial Statementsunaudited statements, to normal year-end audit adjustments which are not material and to any other adjustments described therein, including the absence of notesnotes thereto). The books and records of GSM and its Subsidiaries are accurate and complete Since January 1, 2022, there has been no material change in all material respects, have been maintained Company’s accounting methods or principles that would be required to be disclosed in Company’s financial statements in accordance with sound GAAP, except as described in the Company Filed SEC Documents.
(c) Except (A) as reflected or reserved against in Company’s audited balance sheet as of December 31, 2024 (or the notes thereto) included in Company’s Annual Report on Form 10-K filed with the SEC on March 31, 2025 (the “Company Balance Sheet”), (B) for liabilities and obligations incurred in the ordinary course of business practices consistent with past practice since December 31, 2022, and accurately present (C) for liabilities and reflect obligations incurred in all material respects all connection with or contemplated by this Agreement, neither Company nor any 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 its Subsidiaries has any liabilities or obligations of any Person other than GSM and its Subsidiaries are nature (whether accrued, absolute, contingent or otherwise) that would be required by GAAP to be included reflected on a consolidated balance sheet of Company and its Subsidiaries (or in the consolidated financial statements of GSM. Except as required by GAAPnotes thereto) that, GSM has notindividually or in the aggregate, between October 1, 2014 and the date of this Agreement, made or adopted any material change in its accounting methods, practices or policies in effect would reasonably be expected to have a Material Adverse Effect on October 1, 2014Company.
(d) GSM is Company maintains a system of “internal control over financial reporting” (as defined in compliance in all material respects with (iRules 13a-15(f) the applicable provisions and 15d-15(f) of the ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act Exchange Act) sufficient to provide reasonable assurance (A) that transactions are recorded as necessary to permit preparation of 2002 and financial statements in conformity with GAAP, consistently applied, (B) that transactions are executed only in accordance with the related rules and regulations promulgated thereunder (the “▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act”) authorization of management and (iiC) the applicable listing and corporate governance rules and regulations regarding prevention or timely detection of the NASDAQunauthorized acquisition, use or disposition of Company’s properties or assets. Since January 1, 2022, none of Company, Company’s independent accountants, the Company Board or its audit committee has identified or been made aware of any (1) “significant deficiency” in the internal controls over financial reporting of Company, (2) “material weakness” in the internal controls over financial reporting of Company, (3) fraud, whether or not material, that involves management or other employees of Company who have a significant role in the internal controls over financial reporting of Company or (4) any bona fide complaints regarding a material violation of accounting procedures, internal accounting controls or auditing matters, including from employees of Company or any of its Subsidiaries regarding questionable accounting, auditing or legal compliance matters.
(e) GSM has made available to FA true and complete copies of all written comment letters from the staff of the SEC received since July 1, 2014 relating to the GSM SEC Documents and all written responses of GSM thereto other than with respect to requests for confidential treatment or which are otherwise publicly available on the SEC’s ▇▇▇▇▇ system. To the Knowledge of GSM, there are no outstanding or unresolved comments in comment letters received from the SEC staff with respect to any GSM SEC Documents and none of the GSM SEC Documents (other than confidential treatment requests) is the subject of ongoing SEC review. There are no internal investigations, any SEC inquiries or investigations or other governmental inquiries or investigations, to the Knowledge of GSM, pending or threatened, in each case regarding any accounting practices of GSM.
(f) GSM has established and maintains The “disclosure controls and procedures and internal control over financial reporting procedures” (as such terms are defined in paragraphs (eRules 13a-15(e) and (f), respectively, of Rule 13a-15 and paragraph (e15d-15(e) of Rule 15d-15 under the Exchange Act) as required utilized by Rules 13a-15 and 15d-15 under the Exchange Act. GSM’s disclosure controls and procedures Company are reasonably designed to ensure that all information (both financial and non-financial) required to be disclosed by GSM Company in the reports that it files or furnishes submits under the Exchange Act is recorded, processed, summarized and reported within the time periods specified in the rules and forms of the SEC, SEC and that all such information required to be disclosed is accumulated and communicated to GSM’s the management of Company, as appropriate appropriate, to allow timely decisions regarding required disclosure and to enable the chief executive officers and chief financial officer of Company to make the certifications required pursuant under the Exchange Act with respect to such reports.
(f) Neither Company nor any of its Subsidiaries is a party to, or has any commitment to become a party to, any joint venture, off-balance sheet partnership or any similar contract (including any contract or arrangement relating to any transaction or relationship between or among Company and any of its Subsidiaries, on the one hand, and any unconsolidated Affiliate, including any structured finance, special purpose or limited purpose entity or person, on the other hand, or any “off-balance sheet arrangements” (as defined in Item 2.03(d) of Form 8-K or as defined in Item 303(a) of Regulation S-K under the Exchange Act)), where the purpose or intended effect of such contract is to avoid disclosure of any material transaction involving, or material liabilities of, Company or any of its Subsidiaries in Company’s or such Subsidiary’s published financial statements or other Company SEC Documents.
(g) Since January 1, 2022, each of the principal executive officer and the principal financial officer of Company (or each former principal executive officer and each former principal financial officer of Company, as applicable) has made all certifications required by Rule 13a-14 or 15d-14 under the Exchange Act and Sections 302 and 906 of the ▇▇▇▇▇▇▇▇Sarbanes-▇▇▇▇▇ Oxley Act with respect to the Company SEC Documents, and the statements contained in such certifications are true and accurate in all material respects. For purposes of this Agreement, “principal executive officer” and “principal financial officer” shall have the meanings given to such terms in the Sarbanes-Oxley Act. GSM’s management Since January 1, 2022, Company has completed an assessment been in compliance with all of the effectiveness of GSM’s disclosure controls and procedures and, to the extent required by other applicable Law, presented in any applicable GSM SEC Document that is a report on Form 10-K or Form 10-Q, or any amendment thereto, its conclusions about the effectiveness provisions of the disclosure controls Sarbanes-Oxley Act and procedures as the applicable listing and corporate governance rules of the end of the period covered by such report or amendment based on such evaluation. As of the date hereof, based on GSM management’s most recently completed evaluation of GSM’s internal control over financial reporting, (i) GSM had no significant deficiencies or material weaknesses in the design or operation of its internal control over financial reporting that would reasonably be expected to adversely affect GSM’s ability to record, process, summarize and report financial information and (ii) GSM does not have Knowledge of any fraud, whether or not material, that involves management or other employees who have a significant role in GSM’s internal control over financial reportingNASDAQ.
(g) GSM and its Subsidiaries do not have any liabilities or obligations of any nature (whether absolute or contingent, asserted or unasserted, known or unknown, primary or secondary, direct or indirect, and whether or not accrued), except (i) as disclosed, reflected or reserved against in the most recent audited balance sheet included in the GSM Financial Statements or the notes thereto, (ii) for liabilities and obligations incurred in the ordinary course of business since the date of the most recent audited balance sheet included in the GSM Financial Statements, (iii) for liabilities and obligations arising out of or in connection with this Agreement or the Transactions and (iv) for liabilities and obligations that, individually or in the aggregate, have not had, and would not reasonably be expected to have, a GSM Material Adverse Effect.
Appears in 1 contract
Sources: Merger Agreement (Icad Inc)
SEC Documents; Financial Statements; Undisclosed Liabilities. (a) GSM has Schedule 3.5(a) sets forth a list of each registration statement, report, form, schedule, statement or other document and all amendments and supplements thereto prepared by the Company or relating to its properties or assets filed or furnished with the SEC since June 1, 1996 (collectively, the "Company Reports"). Except as set forth in Schedule 3.5(a), the Company Reports were filed with the SEC in a timely manner and include all registration statements, reports, forms, schedules, forms, statements, registration statements, prospectuses statements and other documents required to be filed or furnished by GSM with the SEC Company under the Securities Act or Act, the Securities Exchange Act since July 1of 1934, 2014 as amended (the “GSM SEC Documents”"Exchange Act") and the rules and regulations promulgated thereunder (collectively, the "Securities Laws"). None of the Subsidiaries of GSM is required to make any filings with the SEC.
(b) As of its their respective filing datedates, and, if amended, as of the date of the last amendment prior to the date of this Agreement, each GSM SEC Document Company Reports (i) complied in all material respects with the all applicable requirements of the Exchange Act or the Securities Act, as the case may be, Laws and the rules (ii) were complete and regulations of the SEC promulgated thereunder applicable to such GSM SEC Document, correct in all material respects 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 made therein, in the light of the circumstances under which they were made, not misleading. There is no unresolved violation asserted by any Government Authority with respect to any of the Company Reports.
(b) Each of the balance sheets included in or incorporated by reference into the Company Reports (including the related notes and schedules) fairly presented in all material respects the financial position of the person or persons to which it relates as of its date and each of the statements of income, stockholders' equity and cash flows included in or incorporated by reference into the Company Reports (including any related notes and schedules) fairly presented in all material respects the results of operations, retained earnings or cash flows, as the case may be, of the person or persons to which it relates for the periods set forth therein, in each case in accordance with United States generally accepted accounting principles consistently applied ("GAAP") during the periods involved, except as may be noted therein and except, in the case of the unaudited statements, normal recurring year-end adjustments which have not been and will not be material in nature or amount.
(c) The consolidated Except as and to the extent set forth in the Company Reports and the Company's 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 filed 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 consolidated financial statements of GSM. Except as required by GAAP, GSM has not, between October 1, 2014 and the date of this Agreement, made or adopted any material change in its accounting methods, practices or policies in effect on October 1, 2014.
(d) GSM is in compliance in all material respects with (i) the applicable provisions of the ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act of 2002 and the related rules and regulations promulgated thereunder (the “▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act”) and (ii) the applicable listing and corporate governance rules and regulations of the NASDAQ.
(e) GSM has made available to FA true and complete copies of all written comment letters from the staff of the SEC received since July 1, 2014 relating to the GSM SEC Documents and all written responses of GSM thereto other than with respect to requests for confidential treatment or which are otherwise publicly available on the SEC’s ▇▇▇▇▇ system. To the Knowledge of GSM, there are no outstanding or unresolved comments in comment letters received from the SEC staff with respect to any GSM SEC Documents and none of the GSM SEC Documents (other than confidential treatment requests) is the subject of ongoing SEC review. There are no internal investigations, any SEC inquiries or investigations or other governmental inquiries or investigations, to the Knowledge of GSM, pending or threatened, in each case regarding any accounting practices of GSM.
(f) GSM has established and maintains disclosure controls and procedures and internal control over financial reporting (as such terms are defined in paragraphs (e) and (f), respectively, of Rule 13a-15 and paragraph (e) of Rule 15d-15 under the Exchange Act) as required by Rules 13a-15 and 15d-15 under the Exchange Act. GSM’s disclosure controls and procedures are designed to ensure that all information (both financial and non-financial) required to be disclosed by GSM in the reports that it files or furnishes under the Exchange Act is recorded, processed, summarized and reported within the time periods specified in the rules and forms of the SEC, and that all such information is accumulated and communicated to GSM’s management as appropriate to allow timely decisions regarding required disclosure and to make neither the certifications required pursuant to Sections 302 and 906 Company nor any of the ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act. GSM’s management Material Subsidiaries has completed an assessment any Liabilities (nor is the Company aware of the effectiveness of GSM’s disclosure controls and procedures and, to the extent required by applicable Law, presented any circumstances that would result in any applicable GSM SEC Document such Liabilities) that is a report on Form 10-K or Form 10-Q, or any amendment thereto, its conclusions about the effectiveness of the disclosure controls and procedures as of the end of the period covered by such report or amendment based on such evaluation. As of the date hereof, based on GSM management’s most recently completed evaluation of GSM’s internal control over financial reporting, (i) GSM had no significant deficiencies or material weaknesses in the design or operation of its internal control over financial reporting that would reasonably be expected to adversely affect GSM’s ability to record, process, summarize and report financial information and (ii) GSM does not have Knowledge of any fraud, whether or not material, that involves management or other employees who have a significant role in GSM’s internal control over financial reporting.
(g) GSM and its Subsidiaries do not have any liabilities or obligations of any nature (whether absolute or contingent, asserted or unasserted, known or unknown, primary or secondary, direct or indirect, and whether or not accrued), except (i) as disclosed, reflected or reserved against in the most recent audited balance sheet included in the GSM Financial Statements or the notes thereto, (ii) for liabilities and obligations incurred in the ordinary course of business since the date of the most recent audited balance sheet included in the GSM Financial Statements, (iii) for liabilities and obligations arising out of or in connection with this Agreement or the Transactions and (iv) for liabilities and obligations thatwould, individually or in the aggregate, have not had, and would not be reasonably be expected to have, have a GSM Material Adverse Effect.
(d) The Company has previously furnished Buyer with copies of audited statutory financial statements of each of the Material Subsidiaries as of and for the years ended December 31, 1998 and 1997, and unaudited statutory financial statements of RGA Life Insurance Company of Canada as of and for the period ended June 30, 1999 and
(e) Each reserve and other liability amount in respect of the insurance or reinsurance business, established or reflected in the SAP Financial Statements of each reporting person was determined in accordance with generally accepted actuarial standards consistently applied, was based on actuarial assumptions that were in accordance with or stronger than those called for in relevant policy and contract provisions, is fairly stated in all material respects in accordance with sound actuarial principles and is in compliance with the requirements of the insurance Laws of their respective jurisdictions of domicile as well as those of any other applicable jurisdictions (collectively, "Applicable Insurance Laws"). Except as set forth on Schedule 3.5(e), such reserves and liability amounts with respect to each reporting person were adequate in all material respects to cover the total amount of all Liabilities of such reporting person under all its outstanding insurance, reinsurance and other similar contracts as of December 31, 1998 and 1997, June 30, 1999 or September 30, 1999, as appropriate. Such investment assumptions were reasonable as of December 31, 1998 or 1997, June 30, 1999 or September 30, 1999, as appropriate. Each reporting person owns assets that qualify as admitted assets in an amount at least equal to the sum of all such reserves and liability amounts and its minimum statutory capital and surplus as required by Applicable Insurance Laws.
Appears in 1 contract
Sources: Stock Purchase Agreement (Metropolitan Life Insurance Co/Ny)
SEC Documents; Financial Statements; Undisclosed Liabilities. (a) GSM The Company has filed or furnished all required reports, schedules, forms, statements, registration statements, prospectuses statements and other documents required to be filed or furnished by GSM with the SEC under since May 14, 1996 (collectively, and in each case including all exhibits and schedules thereto and documents incorporated by reference therein, 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 their respective filing datedates, and, if amended, as of the date of the last amendment prior to the date of this Agreement, each GSM SEC Document Documents complied in all material respects with the requirements of the Exchange Securities Act of 1933, as amended (the "Securities Act"), or the Securities Exchange Act, as the case may be, and the rules and regulations of the SEC promulgated thereunder applicable to such GSM SEC DocumentDocuments, and did not contain none of the SEC Documents (including any and all financial statements included therein) filed after January 1, 1998 (the "Recent SEC Documents") as of their respective dates contained any untrue statement of a material fact or omit omitted to state a material fact required to be stated therein or necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading, except to the extent revised or superseded by a subsequent filing with the SEC (a copy of which has been provided to Parent prior to the date of this Agreement). None of the Company's subsidiaries has been required to file any reports, schedules, forms, statements or other documents with the SEC.
(cb) The consolidated financial statements of GSM the Company included in the GSM Recent 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 ") complied 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 generally accepted accounting principles (except, in the case of unaudited consolidated quarterly statements, as permitted by Form 10-Q of 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 the Company and its 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 interim GSM Financial Statementsunaudited quarterly statements, to normal year-end audit adjustments in amounts not material individually or in the aggregate).
(c) Except as set forth in the Financial Statements and the absence of notes. The books and records of GSM and its Subsidiaries are accurate and complete except as disclosed in all material respects, have been maintained in accordance with sound business practices and accurately present and reflect in all material respects all Section 3.5 of the transactions and actions therein described and Disclosure Schedule, at the GSM Financial Statements have been prepared, in all material respects, in accordance with such books and records. No date of the most recent audited financial statements of any Person other than GSM and its Subsidiaries are required by GAAP to be the Company included in the consolidated financial statements Recent SEC Documents, neither the Company nor any of GSM. Except as required by GAAP, GSM has not, between October 1, 2014 and the date of this Agreement, made or adopted any material change in its accounting methods, practices or policies in effect on October 1, 2014.
(d) GSM is in compliance in all material respects with (i) the applicable provisions of the ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act of 2002 and the related rules and regulations promulgated thereunder (the “▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act”) and (ii) the applicable listing and corporate governance rules and regulations of the NASDAQ.
(e) GSM has made available to FA true and complete copies of all written comment letters from the staff of the SEC received since July 1, 2014 relating to the GSM SEC Documents and all written responses of GSM thereto other than with respect to requests for confidential treatment or which are otherwise publicly available on the SEC’s ▇▇▇▇▇ system. To the Knowledge of GSM, there are no outstanding or unresolved comments in comment letters received from the SEC staff with respect to any GSM SEC Documents and none of the GSM SEC Documents (other than confidential treatment requests) is the subject of ongoing SEC review. There are no internal investigations, any SEC inquiries or investigations or other governmental inquiries or investigations, to the Knowledge of GSM, pending or threatened, in each case regarding any accounting practices of GSM.
(f) GSM has established and maintains disclosure controls and procedures and internal control over financial reporting (as such terms are defined in paragraphs (e) and (f), respectively, of Rule 13a-15 and paragraph (e) of Rule 15d-15 under the Exchange Act) as required by Rules 13a-15 and 15d-15 under the Exchange Act. GSM’s disclosure controls and procedures are designed to ensure that all information (both financial and non-financial) required to be disclosed by GSM in the reports that it files or furnishes under the Exchange Act is recorded, processed, summarized and reported within the time periods specified in the rules and forms of the SECsubsidiaries had, and that all since such information is accumulated and communicated to GSM’s management as appropriate to allow timely decisions regarding required disclosure and to make date neither the certifications required pursuant to Sections 302 and 906 Company nor any of the ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act. GSM’s management such subsidiaries has completed an assessment of the effectiveness of GSM’s disclosure controls and procedures andincurred, to the extent required by applicable Law, presented in any applicable GSM SEC Document that is a report on Form 10-K or Form 10-Q, or any amendment thereto, its conclusions about the effectiveness of the disclosure controls and procedures as of the end of the period covered by such report or amendment based on such evaluation. As of the date hereof, based on GSM management’s most recently completed evaluation of GSM’s internal control over financial reporting, (i) GSM had no significant deficiencies or material weaknesses in the design or operation of its internal control over financial reporting that would reasonably be expected to adversely affect GSM’s ability to record, process, summarize and report financial information and (ii) GSM does not have Knowledge of any fraud, whether or not material, that involves management or other employees who have a significant role in GSM’s internal control over financial reporting.
(g) GSM and its Subsidiaries do not have any liabilities or obligations of any nature (whether absolute accrued, absolute, contingent or contingent, asserted or unasserted, known or unknown, primary or secondary, direct or indirect, and whether or not accrued), except (iotherwise) as disclosed, reflected or reserved against in the most recent audited balance sheet included in the GSM Financial Statements or the notes thereto, (ii) for liabilities and obligations incurred in the ordinary course of business since the date of the most recent audited balance sheet included in the GSM Financial Statements, (iii) for liabilities and obligations arising out of or in connection with this Agreement or the Transactions and (iv) for liabilities and obligations thatother than those which, individually or in the aggregate, have not had, and would could not reasonably be expected to have, have a GSM Material Adverse Effect.
Appears in 1 contract
Sources: Merger Agreement (SCH Holdings Corp)
SEC Documents; Financial Statements; Undisclosed Liabilities. (a) GSM ▇▇▇▇▇▇▇▇ has filed or furnished all required reports, schedules, forms, statements, registration statements, prospectuses statements and other documents required to be filed or furnished by GSM with the SEC under the Securities Act or the Exchange Act since July January 1, 2014 1998 through the date hereof (the “GSM "▇▇▇▇▇▇▇▇ SEC Documents”"). None Schedule 2.6(a) to the ▇▇▇▇▇▇▇▇ Disclosure Letter contains a complete list of the Subsidiaries of GSM is required to make any filings all ▇▇▇▇▇▇▇▇ SEC Documents filed by ▇▇▇▇▇▇▇▇ with the SEC.
(b) As of its respective filing dateSEC since January 1, and, if amended, as of the date of the last amendment 1998 and on or prior to the date of this Agreement. All of the ▇▇▇▇▇▇▇▇ SEC Documents (other than preliminary material or material subsequently amended), each GSM SEC Document as of their respective filing dates, complied in all material respects with the all applicable requirements of the Securities Act and the Exchange Act or the Securities Act, as the case may beand, and in each case, the rules and regulations of the SEC promulgated thereunder applicable to such GSM ▇▇▇▇▇▇▇▇ SEC Document, and did not contain Documents. None of the ▇▇▇▇▇▇▇▇ SEC Documents at the time of filing contained any untrue statement of a material fact or omit omitted to state a 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.
(c) , except to the extent such statements have been amended, modified or superseded by later ▇▇▇▇▇▇▇▇ SEC Documents filed and publicly available prior to the date of this Agreement. The consolidated financial statements of GSM ▇▇▇▇▇▇▇▇ and the ▇▇▇▇▇▇▇▇ Subsidiaries (including ▇▇▇▇▇▇▇▇ Partnership) 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 complied 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 have been prepared in accordance with GAAP generally accepted accounting principles ("GAAP") (except, in the case of unaudited statements, as permitted by the applicable rules and regulations of the SEC) 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, fairly presented in all material respects, in accordance with such books the applicable requirements of GAAP and records. No financial statements the applicable rules and regulations of any Person other than GSM and its Subsidiaries are required by GAAP to be included in the SEC, the consolidated financial statements position of GSM. Except as required by GAAP, GSM has not, between October 1, 2014 ▇▇▇▇▇▇▇▇ and the date of this Agreement, made or adopted any material change in its accounting methods, practices or policies in effect on October 1, 2014.
(d) GSM is in compliance in all material respects with (i) the applicable provisions of the ▇▇▇▇▇▇▇▇ Subsidiaries (including ▇-▇▇▇▇▇▇▇ Act Partnership) taken as a whole, as of 2002 the dates thereof and the related rules consolidated results of operations and regulations promulgated thereunder cash flows for the periods then ended (subject, in the “case of unaudited statements, to normal year-end audit adjustments). Except as set forth in Schedule 2.6(b) to the ▇▇▇▇▇▇▇▇ Disclosure Letter, ▇▇▇▇▇▇▇▇ has no Subsidiaries which are not consolidated for accounting purposes. Except for liabilities and obligations set forth in the ▇▇▇▇▇▇▇▇ SEC Documents or in Schedule 2.6(c) to the ▇▇▇▇▇▇▇▇ Disclosure Letter, none of ▇▇▇▇▇▇▇▇-, any ▇▇▇▇▇▇▇▇ Act”) and (ii) the applicable listing and corporate governance rules and regulations of the NASDAQ.
(e) GSM has made available to FA true and complete copies of all written comment letters from the staff of the SEC received since July 1, 2014 relating to the GSM SEC Documents and all written responses of GSM thereto other than with respect to requests for confidential treatment Subsidiary or which are otherwise publicly available on the SEC’s ▇▇▇▇▇ system. To the Knowledge of GSM, there are no outstanding or unresolved comments in comment letters received from the SEC staff with respect to any GSM SEC Documents and none of the GSM SEC Documents (other than confidential treatment requests) is the subject of ongoing SEC review. There are no internal investigations, any SEC inquiries or investigations or other governmental inquiries or investigations, to the Knowledge of GSM, pending or threatened, in each case regarding any accounting practices of GSM.
(f) GSM has established and maintains disclosure controls and procedures and internal control over financial reporting (as such terms are defined in paragraphs (e) and (f), respectively, of Rule 13a-15 and paragraph (e) of Rule 15d-15 under the Exchange Act) as required by Rules 13a-15 and 15d-15 under the Exchange Act. GSM’s disclosure controls and procedures are designed to ensure that all information (both financial and non-financial) required to be disclosed by GSM in the reports that it files or furnishes under the Exchange Act is recorded, processed, summarized and reported within the time periods specified in the rules and forms of the SEC, and that all such information is accumulated and communicated to GSM’s management as appropriate to allow timely decisions regarding required disclosure and to make the certifications required pursuant to Sections 302 and 906 of the ▇▇▇▇▇▇▇▇▇ Non-▇▇▇▇▇ Act. GSM’s management controlled Subsidiary has completed an assessment of the effectiveness of GSM’s disclosure controls and procedures and, to the extent required by applicable Law, presented in any applicable GSM SEC Document that is a report on Form 10-K or Form 10-Q, or any amendment thereto, its conclusions about the effectiveness of the disclosure controls and procedures as of the end of the period covered by such report or amendment based on such evaluation. As of the date hereof, based on GSM management’s most recently completed evaluation of GSM’s internal control over financial reporting, (i) GSM had no significant deficiencies or material weaknesses in the design or operation of its internal control over financial reporting that would reasonably be expected to adversely affect GSM’s ability to record, process, summarize and report financial information and (ii) GSM does not have Knowledge of any fraud, whether or not material, that involves management or other employees who have a significant role in GSM’s internal control over financial reporting.
(g) GSM and its Subsidiaries do not have any liabilities or obligations of any nature (whether absolute accrued, absolute, contingent or contingent, asserted otherwise) required by GAAP to be set forth on a consolidated balance sheet of ▇▇▇▇▇▇▇▇ or unasserted, known or unknown, primary or secondary, direct or indirect, and whether or not accrued), except (i) as disclosed, reflected or reserved against in the most recent audited balance sheet included in the GSM Financial Statements or the notes thereto, (ii) for liabilities thereto and obligations incurred in the ordinary course of business since the date of the most recent audited balance sheet included in the GSM Financial Statements, (iii) for liabilities and obligations arising out of or in connection with this Agreement or the Transactions and (iv) for liabilities and obligations thatwhich, individually or in the aggregate, would have not had, and would not reasonably be expected to have, a GSM ▇▇▇▇▇▇▇▇ Material Adverse Effect.
Appears in 1 contract
Sources: Agreement and Plan of Merger (Prentiss Properties Trust/Md)
SEC Documents; Financial Statements; Undisclosed Liabilities. (a) GSM has Schedule 3.5(a) sets forth a list of each registration statement, report, form, schedule, statement or other document and all amendments and supplements thereto prepared by the Company or relating to its properties or assets filed or furnished with the SEC since June 1, 1996 (collectively, the "Company Reports"). Except as set forth in Schedule 3.5(a), the Company Reports were filed with the SEC in a timely manner and include all registration statements, reports, forms, schedules, forms, statements, registration statements, prospectuses statements and other documents required to be filed or furnished by GSM with the SEC Company under the Securities Act or Act, the Securities Exchange Act since July 1of 1934, 2014 as amended (the “GSM SEC Documents”"Exchange Act") and the rules and regulations promulgated thereunder (collectively, the "Securities Laws"). None of the Subsidiaries of GSM is required to make any filings with the SEC.
(b) As of its their respective filing datedates, and, if amended, as of the date of the last amendment prior to the date of this Agreement, each GSM SEC Document Company Reports (i) complied in all material respects with the all applicable requirements of the Exchange Act or the Securities Act, as the case may be, Laws and the rules (ii) were complete and regulations of the SEC promulgated thereunder applicable to such GSM SEC Document, correct in all material respects 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 made therein, in the light of the circumstances under which they were made, not misleading. There is no unresolved violation asserted by any Government Authority with respect to any of the Company Reports.
(b) Each of the balance sheets included in or incorporated by reference into the Company Reports (including the related notes and schedules) fairly presented in all material respects the financial position of the person or persons to which it relates as of its date and each of the statements of income, stockholders' equity and cash flows included in or incorporated by reference into the Company Reports (including any related notes and schedules) fairly presented in all material respects the results of operations, retained earnings or cash flows, as the case may be, of the person or persons to which it relates for the periods set forth therein, in each case in accordance with United States generally accepted accounting principles consistently applied ("GAAP") during the periods involved, except as may be noted therein and except, in the case of the unaudited statements, normal recurring year-end adjustments which have not been and will not be material in nature or amount.
(c) The consolidated Except as and to the extent set forth in the Company Reports and the Company's 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 filed 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 consolidated financial statements of GSM. Except as required by GAAP, GSM has not, between October 1, 2014 and the date of this Agreement, made or adopted any material change in its accounting methods, practices or policies in effect on October 1, 2014.
(d) GSM is in compliance in all material respects with (i) the applicable provisions of the ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act of 2002 and the related rules and regulations promulgated thereunder (the “▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act”) and (ii) the applicable listing and corporate governance rules and regulations of the NASDAQ.
(e) GSM has made available to FA true and complete copies of all written comment letters from the staff of the SEC received since July 1, 2014 relating to the GSM SEC Documents and all written responses of GSM thereto other than with respect to requests for confidential treatment or which are otherwise publicly available on the SEC’s ▇▇▇▇▇ system. To the Knowledge of GSM, there are no outstanding or unresolved comments in comment letters received from the SEC staff with respect to any GSM SEC Documents and none of the GSM SEC Documents (other than confidential treatment requests) is the subject of ongoing SEC review. There are no internal investigations, any SEC inquiries or investigations or other governmental inquiries or investigations, to the Knowledge of GSM, pending or threatened, in each case regarding any accounting practices of GSM.
(f) GSM has established and maintains disclosure controls and procedures and internal control over financial reporting (as such terms are defined in paragraphs (e) and (f), respectively, of Rule 13a-15 and paragraph (e) of Rule 15d-15 under the Exchange Act) as required by Rules 13a-15 and 15d-15 under the Exchange Act. GSM’s disclosure controls and procedures are designed to ensure that all information (both financial and non-financial) required to be disclosed by GSM in the reports that it files or furnishes under the Exchange Act is recorded, processed, summarized and reported within the time periods specified in the rules and forms of the SEC, and that all such information is accumulated and communicated to GSM’s management as appropriate to allow timely decisions regarding required disclosure and to make neither the certifications required pursuant to Sections 302 and 906 Company nor any of the ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act. GSM’s management Material Subsidiaries has completed an assessment any Liabilities (nor is the Company aware of the effectiveness of GSM’s disclosure controls and procedures and, to the extent required by applicable Law, presented any circumstances that would result in any applicable GSM SEC Document such Liabilities) that is a report on Form 10-K or Form 10-Q, or any amendment thereto, its conclusions about the effectiveness of the disclosure controls and procedures as of the end of the period covered by such report or amendment based on such evaluation. As of the date hereof, based on GSM management’s most recently completed evaluation of GSM’s internal control over financial reporting, (i) GSM had no significant deficiencies or material weaknesses in the design or operation of its internal control over financial reporting that would reasonably be expected to adversely affect GSM’s ability to record, process, summarize and report financial information and (ii) GSM does not have Knowledge of any fraud, whether or not material, that involves management or other employees who have a significant role in GSM’s internal control over financial reporting.
(g) GSM and its Subsidiaries do not have any liabilities or obligations of any nature (whether absolute or contingent, asserted or unasserted, known or unknown, primary or secondary, direct or indirect, and whether or not accrued), except (i) as disclosed, reflected or reserved against in the most recent audited balance sheet included in the GSM Financial Statements or the notes thereto, (ii) for liabilities and obligations incurred in the ordinary course of business since the date of the most recent audited balance sheet included in the GSM Financial Statements, (iii) for liabilities and obligations arising out of or in connection with this Agreement or the Transactions and (iv) for liabilities and obligations thatwould, individually or in the aggregate, have not had, and would not be reasonably be expected to have, have a GSM Material Adverse Effect.
(d) The Company has previously furnished Buyer with copies of audited statutory financial statements of each of the Material Subsidiaries as of and for the years ended December 31, 1998 and 1997, and unaudited statutory financial statements of RGA Life Insurance Company of Canada as of and for the period ended June 30, 1999 and RGA Reinsurance Company as of and for the period ended September 30, 1999, in each case prepared in conformity with accounting practices prescribed or permitted by their respective jurisdictions of domicile, and in each case to the extent that such statutory financial statements have been prepared or are required by Law to be prepared (collectively, the "SAP Financial Statements"). Each of the balance sheets included in the SAP Financial Statements fairly presented in all material respects the financial position of the reporting person as of its date and each of the statements of operations and cash flows included in the SAP Financial Statements fairly presented in all material respects the results of operations and cash flows of the reporting person for the period therein set forth, in each case in accordance with statutory accounting practices prescribed or permitted by the applicable jurisdiction on a consistent basis. As of their respective dates, the SAP Financial Statements complied in all material respects with all applicable Laws. No material deficiencies or unresolved violations have been asserted by any Government Authority with respect to the SAP Financial Statements.
(e) Each reserve and other liability amount in respect of the insurance or reinsurance business, established or reflected in the SAP Financial Statements of each reporting person was determined in accordance with generally accepted actuarial standards consistently applied, was based on actuarial assumptions that were in accordance with or stronger than those called for in relevant policy and contract provisions, is fairly stated in all material respects in accordance with sound actuarial principles and is in compliance with the requirements of the insurance Laws of their respective jurisdictions of domicile as well as those of any other applicable jurisdictions (collectively, "Applicable Insurance Laws"). Except as set forth on Schedule 3.5(e), such reserves and liability amounts with respect to each reporting person were adequate in all material respects to cover the total amount of all Liabilities of such reporting person under all its outstanding insurance, reinsurance and other similar contracts as of December 31, 1998 and 1997, June 30, 1999 or September 30, 1999, as appropriate. Such investment assumptions were reasonable as of December 31, 1998 or 1997, June 30, 1999 or September 30, 1999, as appropriate. Each reporting person owns assets that qualify as admitted assets in an amount at least equal to the sum of all such reserves and liability amounts and its minimum statutory capital and surplus as required by Applicable Insurance Laws.
Appears in 1 contract
Sources: Stock Purchase Agreement (Reinsurance Group of America Inc)