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 Law in all material respects. At the Closing, all such books and records will be in the possession of Investor. No financial statements of any Person other than Investor are required by GAAP to be included in the consolidated financial statements of Investor. Investor does not have, nor has ever had, any “off-balance sheet financing arrangements” (as defined in Item 303(a) of Regulation S-K of the Securities Act). (d) Investor is in compliance in all material respects with (i) the applicable provisions of the S▇▇▇▇▇▇▇-▇▇▇▇▇ Act of 2002 and the related rules and regulations promulgated thereunder or under the Exchange Act (the “S▇▇▇▇▇▇▇-▇▇▇▇▇ Act”) and (ii) except as set forth in Section 2.5(d) of the Investor Disclosure Letter, the applicable listing and corporate governance rules and regulations of the Nasdaq. (e) Investor has made available to the Company true and complete copies of all written comment letters from the staff of the SEC received since April 29, 2015 relating to the Investor SEC Documents and all written responses of Investor thereto other than with respect to requests for confidential treatment or which are otherwise publicly available on the SEC’s E▇▇▇▇ system. There are no outstanding or unresolved comments in comment letters received from the SEC staff with respect to any Investor SEC Documents and none of the Investor SEC Documents is the subject of ongoing SEC review. There are no internal investigations, any SEC inquiries or investigations or other governmental inquiries or investigations, pending or, to the Knowledge of Investor, pending, in each case regarding any accounting practices of Investor. (f) Investor 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. Investor’s disclosure controls and procedures are designed to ensure that all information (both financial and non-financial) required to be disclosed by Investor 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 Investor’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 S▇▇▇▇▇▇▇-▇▇▇▇▇ Act. Investor’s management has completed an assessment of the effectiveness of Investor’s disclosure controls and procedures and, to the extent required by applicable Law, presented in any applicable Investor SEC Document, 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. Based on Investor’s management’s most recently completed evaluation of Investor’s internal control over financial reporting, (i) Investor 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 Investor’s ability to record, process, summarize and report financial information and (ii) Investor does not have Knowledge of any fraud, whether or not material, that involves management or other employees who have a significant role in Investor’s internal control over financial reporting. (g) Investor does 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) that would be required by GAAP to be reflected on a balance sheet of Investor (including the notes thereto), except (i) as disclosed, reflected or reserved against in the most recent balance sheet included in the Investor SEC 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 balance sheet included in the Investor SEC Financial Statements and (iii) for liabilities and obligations arising out of or in connection with this Agreement, the other Transaction Agreements, the Transactions or the other transactions contemplated by such other Transaction Agreements and disclosed prior to the date hereof to the Company.
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SEC Documents; Financial Statements; Undisclosed Liabilities. (a) Investor Aristotle has timely filed or furnished all reports, schedules, forms, statements, registration statements, prospectuses and other documents required to be filed or furnished by Investor Aristotle with the SEC under the Securities Act or the Exchange Act since January 1, 2009 (the “Investor Aristotle SEC Documents”) since April 29, 2015, together with ). None of the Aristotle Subsidiaries or 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, Aristotle Affiliate is required to be filed or furnished, as applicable, by it subsequent to the date of this Agreement through and including the Closing Date, 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 Investor Aristotle SEC Document (other than the Aristotle SEC Financial Statements) complied in all material respects with the requirements of the Exchange Act, Act or the Securities Act and the Sarbanes Oxley Act, as the case may be, and the rules and regulations of the SEC promulgated thereunder applicable to such Investor Aristotle SEC Document and (other than the Aristotle SEC Financial Statements) 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 Aristotle included in the Investor Aristotle SEC Documents (including, in each case, any notes or schedules thereto) and all related compilations, reviews and other reports issued by InvestorAristotle’s accountants with respect thereto (the “Investor Aristotle 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 Aristotle 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 Aristotle (on a consolidated basis) as of the respective dates of and for the periods referred to in the Investor Aristotle 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 Aristotle 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 Aristotle and the Aristotle Subsidiaries are accurate and complete, have been maintained in accordance with applicable Law sound business practices and accurately present and reflect in all material respects all of the transactions and actions therein described and the Aristotle SEC Financial Statements have been prepared, in all material respects, in accordance with such books and records. At the Closing, all such books and records will be in the possession of InvestorAristotle or the applicable Aristotle Subsidiary. No financial statements of any Person other than Investor Aristotle and the Aristotle Subsidiaries are required by GAAP to be included in the consolidated financial statements of InvestorAristotle. Investor does not haveExcept as required by GAAP, nor Aristotle has ever hadnot, between December 31, 2010 and the date of this Agreement, made or adopted any “off-balance sheet financing arrangements” (as defined material change in Item 303(a) of Regulation S-K of the Securities Act)its accounting methods, practices or policies in effect on December 31, 2010.
(d) Investor Aristotle is in compliance in all material respects with (i) the applicable provisions of the S▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act of 2002 and the related rules and regulations promulgated thereunder or under the Exchange Act (the “S▇▇▇▇▇▇▇-▇▇▇▇▇ Act”) and (ii) except as set forth in Section 2.5(d) of the Investor Disclosure Letter, the applicable listing and corporate governance rules and regulations of the NasdaqNASDAQ.
(e) Investor Aristotle has made available to the Company Plato true and complete copies of all material written comment letters from the staff of the SEC received since April 29January 1, 2015 2008 relating to the Investor Aristotle SEC Documents and all written responses of Investor Aristotle thereto other than with respect to requests for confidential treatment or which are otherwise publicly available on the SEC’s E▇▇▇▇▇ system. There are no outstanding or unresolved comments in comment letters received from the SEC staff with respect to any Investor Aristotle SEC Documents and none of the Investor Aristotle 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, pending or, to the Knowledge of InvestorAristotle, pendingpending or threatened, in each case regarding any accounting practices of InvestorAristotle.
(f) Investor Aristotle 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. InvestorAristotle’s disclosure controls and procedures are designed to ensure that all information (both financial and non-financial) required to be disclosed by Investor Aristotle 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 InvestorAristotle’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 S▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act. InvestorAristotle’s management has completed an assessment of the effectiveness of InvestorAristotle’s disclosure controls and procedures and, to the extent required by applicable Law, presented in any applicable Investor Aristotle SEC DocumentDocument 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. Based on InvestorAristotle’s management’s most recently completed evaluation of InvestorAristotle’s internal control over financial reporting, (i) Investor Aristotle 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 InvestorAristotle’s ability to record, process, summarize and report financial information and (ii) Investor Aristotle does not have Knowledge of any fraud, whether or not material, that involves management or other employees who have a significant role in InvestorAristotle’s internal control over financial reporting.
(g) Investor does 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) that would be required by GAAP to be reflected on a balance sheet of Investor (including the notes thereto), except (i) as disclosed, reflected or reserved against in the most recent balance sheet included in the Investor SEC 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 balance sheet included in the Investor SEC Financial Statements and (iii) for liabilities and obligations arising out of or in connection with this Agreement, the other Transaction Agreements, the Transactions or the other transactions contemplated by such other Transaction Agreements and disclosed prior to the date hereof to the Company.
Appears in 1 contract
SEC Documents; Financial Statements; Undisclosed Liabilities. (a) Investor GSM has timely filed or furnished all reports, schedules, forms, statements, registration statements, prospectuses and other documents required to be filed or furnished by Investor GSM with the SEC under the Securities Act or the Exchange Act since July 1, 2014 (the “Investor GSM 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, ). None of the Subsidiaries of GSM is required to be filed or furnished, as applicable, by it subsequent to the date of this Agreement through and including the Closing Date, 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 Investor GSM SEC Document complied in all material respects with the requirements of the Exchange Act, Act or the Securities Act and the Sarbanes Oxley Act, as the case may be, and the rules and regulations of the SEC promulgated thereunder applicable to such Investor GSM SEC Document 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 GSM included in the Investor GSM SEC Documents (including, in each case, any notes or schedules thereto) and all related compilations, reviews and other reports issued by InvestorGSM’s accountants with respect thereto (the “Investor SEC 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 Investor SEC GSM Financial Statements fairly present, in all material respects, the financial condition and the results of operations, cash flows and changes in stockholdersshareholders’ equity of Investor GSM (on a consolidated basis) as of the respective dates of and for the periods referred to in the Investor SEC GSM 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 GSM 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 GSM and its Subsidiaries are accurate and complete in all material respects, have been maintained in accordance with applicable Law 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. At the Closing, all in accordance with such books and records will be in the possession of Investorrecords. No financial statements of any Person other than Investor GSM and its Subsidiaries are required by GAAP to be included in the consolidated financial statements of InvestorGSM. Investor does not haveExcept as required by GAAP, nor GSM has ever hadnot, between October 1, 2014 and the date of this Agreement, made or adopted any “off-balance sheet financing arrangements” (as defined material change in Item 303(a) of Regulation S-K of the Securities Act)its accounting methods, practices or policies in effect on October 1, 2014.
(d) Investor GSM is in compliance in all material respects with (i) the applicable provisions of the S▇Sa▇▇▇▇▇▇-▇▇▇▇▇ Act ▇ct of 2002 and the related rules and regulations promulgated thereunder or under the Exchange Act (the “S▇Sa▇▇▇▇▇▇-▇▇▇▇▇ Act▇ct”) and (ii) except as set forth in Section 2.5(d) of the Investor Disclosure Letter, the applicable listing and corporate governance rules and regulations of the NasdaqNASDAQ.
(e) Investor GSM has made available to the Company FA true and complete copies of all written comment letters from the staff of the SEC received since April 29July 1, 2015 2014 relating to the Investor GSM SEC Documents and all written responses of Investor GSM thereto other than with respect to requests for confidential treatment or which are otherwise publicly available on the SEC’s E▇ED▇▇▇ system▇ystem. There To the Knowledge of GSM, there are no outstanding or unresolved comments in comment letters received from the SEC staff with respect to any Investor GSM SEC Documents and none of the Investor 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, pending or, to the Knowledge of InvestorGSM, pendingpending or threatened, in each case regarding any accounting practices of InvestorGSM.
(f) Investor 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. InvestorGSM’s disclosure controls and procedures are designed to ensure that all information (both financial and non-financial) required to be disclosed by Investor 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 InvestorGSM’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 S▇Sa▇▇▇▇▇▇-▇▇▇▇▇ Act▇ct. InvestorGSM’s management has completed an assessment of the effectiveness of InvestorGSM’s disclosure controls and procedures and, to the extent required by applicable Law, presented in any applicable Investor GSM SEC DocumentDocument 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. Based As of the date hereof, based on Investor’s GSM management’s most recently completed evaluation of InvestorGSM’s internal control over financial reporting, (i) Investor 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 InvestorGSM’s ability to record, process, summarize and report financial information and (ii) Investor GSM does not have Knowledge of any fraud, whether or not material, that involves management or other employees who have a significant role in InvestorGSM’s internal control over financial reporting.
(g) Investor does 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) that would be required by GAAP to be reflected on a balance sheet of Investor (including the notes thereto), except (i) as disclosed, reflected or reserved against in the most recent audited balance sheet included in the Investor SEC 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 Investor SEC GSM Financial Statements and Statements, (iii) for liabilities and obligations arising out of or in connection with this Agreement, the other Transaction Agreements, Agreement or the Transactions and (iv) for liabilities and obligations that, individually or in the other transactions contemplated by such other Transaction Agreements aggregate, have not had, and disclosed prior would not reasonably be expected to the date hereof to the Companyhave, a GSM Material Adverse Effect.
Appears in 1 contract
Sources: Business Combination Agreement (Globe Specialty Metals Inc)
SEC Documents; Financial Statements; Undisclosed Liabilities. (a) Investor Plato has timely filed or furnished all reports, schedules, forms, statements, registration statements, prospectuses and other documents required to be filed or furnished by Investor Plato with the SEC under the Securities Act or the Exchange Act since January 1, 2009 (the “Investor Plato SEC Documents”) since April 29, 2015, together with ). None of the Plato Subsidiaries or 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, Plato Affiliate is required to be filed or furnished, as applicable, by it subsequent to the date of this Agreement through and including the Closing Date, 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 Investor Plato SEC Document (other than the Plato SEC Financial Statements) complied in all material respects with the requirements of the Exchange Act, Act or the Securities Act and the Sarbanes Oxley Act, as the case may be, and the rules and regulations of the SEC promulgated thereunder applicable to such Investor Plato SEC Document (other than the Plato SEC Financial Statements) 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 Plato included in the Investor Plato SEC Documents (including, in each case, any notes or schedules thereto) and all related compilations, reviews and other reports issued by InvestorPlato’s accountants with respect thereto (the “Investor Plato 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 Plato 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 Plato (on a consolidated basis) as of the respective dates of and for the periods referred to in the Investor Plato 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 Plato 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 Plato and the Plato Subsidiaries are accurate and complete, have been maintained in accordance with applicable Law sound business practices and accurately present and reflect in all material respects all of the transactions and actions therein described and the Plato SEC Financial Statements have been prepared, in all material respects, in accordance with such books and records. At the Closing, all such books and records will be in the possession of InvestorPlato or the applicable Plato Subsidiary. No financial statements of any Person other than Investor Plato and the Plato Subsidiaries are required by GAAP to be included in the consolidated financial statements of InvestorPlato. Investor does not haveExcept as required by GAAP, nor Plato has ever hadnot, between December 25, 2010 and the date of this Agreement, made or adopted any “off-balance sheet financing arrangements” (as defined material change in Item 303(a) of Regulation S-K of the Securities Act)its accounting methods, practices or policies in effect on December 25, 2010.
(d) Investor Plato is in compliance in all material respects with (i) the applicable provisions of the S▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act of 2002 and the related rules and regulations promulgated thereunder or under the Exchange Act (the “S▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act”) and (ii) except as set forth in Section 2.5(d) of the Investor Disclosure Letter, the applicable listing and corporate governance rules and regulations of the NasdaqNYSE.
(e) Investor Plato has made available to the Company Aristotle true and complete copies of all material written comment letters from the staff of the SEC received since April 29January 1, 2015 2008 relating to the Investor Plato SEC Documents and all written responses of Investor Plato thereto other than with respect to requests for confidential treatment or which are otherwise publicly available on the SEC’s E▇▇▇▇▇ system. There are no outstanding or unresolved comments in comment letters received from the SEC staff with respect to any Investor Plato SEC Documents and none of the Investor Plato 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, pending or, to the Knowledge of InvestorPlato, pendingpending or threatened, in each case regarding any accounting practices of InvestorPlato.
(f) Investor Plato 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. InvestorPlato’s disclosure controls and procedures are designed to ensure that all information (both financial and non-financial) required to be disclosed by Investor Plato 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 InvestorPlato’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 S▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act. InvestorPlato’s management has completed an assessment of the effectiveness of InvestorPlato’s disclosure controls and procedures and, to the extent required by applicable Law, presented in any applicable Investor Plato SEC DocumentDocument 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. Based on InvestorPlato’s management’s most recently completed evaluation of InvestorPlato’s internal control over financial reporting, (i) Investor Plato 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 InvestorPlato’s ability to record, process, summarize and report financial information and (ii) Investor Plato does not have Knowledge of any fraud, whether or not material, that involves management or other employees who have a significant role in InvestorPlato’s internal control over financial reporting.
(g) Investor does Plato and the Plato 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) that would be required by GAAP to be reflected on a balance sheet of Investor (including the notes thereto), except (i) that, individually or in the aggregate, have not had, and would not reasonably be expected to have, a Plato Material Adverse Effect, (ii) as disclosed, reflected or reserved against in the most recent audited balance sheet included in the Investor Plato SEC Financial Statements or the notes thereto, (iiiii) for liabilities and obligations incurred in the ordinary course of business since the date of the most recent audited balance sheet included in the Investor Plato SEC Financial Statements Statements, and (iiiiv) for liabilities and obligations arising out of or in connection with this Agreement, the other Transaction Agreements, the Transactions Mergers or the other transactions contemplated by such other Transaction Agreements and disclosed prior to the date hereof to the CompanyTransactions.
Appears in 1 contract